2025 中期報告 公司資料 執行董事 周亞仙女士 （主席兼總裁） 茹希全先生 （於二零二五年六月六日退任） 莫運喜先生 沙俊奇先生 李成林先生 非執行董事 拿督斯里劉子強先生 獨立非執行董事 徐容國先生 孟勤國先生 周小雄先生 公司秘書 吳旭陽先生 CFA FCCA CPA 香港法律的法律顧問 龍炳坤、楊永安律師行 香港中環 皇后大道中29號 華人行 16樓1603室 註冊辦事處 Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands 總部 安永會計師事務所 執業會計師 註冊公共利益實體核數師 香港 鰂魚涌 英皇道979號 太古坊一座27樓 神冠控股（集團）有限公司 01 投資者資料 上市資料 香港 銅鑼灣 告士打道255–257號 信和廣場2902室 國內辦事處 中國 廣西梧州市 西江四路39號 主要往來銀行 中國農業銀行 中國工商銀行 中國銀行 交通銀行 中國建設銀行 香港上海滙豐銀行 核數師 上市： 香港聯合交易所有限公司 股份代號： 00829 股份代號 路透社： 0829.HK 彭博： 829 ...

中期報告 2025 創 造 效 益 回 報 社 會 整 合 資 源 Interim Report 2025 C r e a t e V a l u e s , B u i l d B e n e f i t s A n d C o n t r i b u t e T o T h e S o c i e t y I n t e g r a t e R e s o u r c e s , 創 造 價 值 目錄 1 萬國黃金集團有限公司 二零二五年中期報告 2 公司資料 3 管理層討論及分析 20 企業管治常規 21 其他資料 24 簡明綜合損益及其他全面收入表 25 簡明綜合財務狀況表 27 簡明綜合權益變動表 28 簡明綜合現金流量表 29 簡明綜合財務報表附註 審核委員會 曾偉雄 （主席） 王志明 王昕 薪酬委員會 王志明 （主席） 劉志純 王昕 公司資料 董事 執行董事： 高明清 （主席兼行政總裁） 高金珠 劉志純 王國標 （於2025年3月31日獲委任） 非執行董事： 王任翔 獨立非執行董事： 曾偉雄 王志明 王昕 提名委員會 曾偉雄 （主席） 王志明 王昕 （於2025年6月25日離任） 高金珠 （於2 ...

[Corporate Information](index=4&type=section&id=Corporate%20Information) [Corporate Governance and Contact Information](index=4&type=section&id=Corporate%20Governance%20and%20Contact%20Information) This chapter outlines the company's board members, committee compositions, registered office, and principal places of business, providing foundational governance and operational information - Executive Directors include Mr. Yuan Li (Chairman), Mr. Sun Yue (Vice Chairman and CEO), Mr. Yuan Lijun (Vice Chairman and Co-CEO), and Mr. Zhuang Liangbao[6](index=6&type=chunk) - Independent Non-Executive Directors are Mr. Zhang Yihua, Mr. Chen Rui, and Ms. Deng Zhongjun, with Mr. Zhang Yihua serving as Audit Committee Chairman[6](index=6&type=chunk) - The company's registered office is in the Cayman Islands, with principal places of business in Shenzhen, China, and Causeway Bay, Hong Kong[6](index=6&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) [Market Review: Macroeconomic Resilience Highlighted](index=5&type=section&id=Market%20Review%3A%20Macroeconomic%20Resilience%20Highlighted) In H1 2025, China's economy showed strong resilience with **5.3%** GDP growth, driven by macro policies, consumption recovery, and strong manufacturing and foreign trade - In H1 2025, China's GDP reached **RMB 66.05 trillion**, growing **5.3%** year-on-year, highlighting macroeconomic resilience[8](index=8&type=chunk) - Ultra-long-term special national bonds and special local government bonds accelerated issuance, driving infrastructure investment growth of **6.6%** (excluding real estate) and manufacturing investment growth of **7.5%**[8](index=8&type=chunk) - The consumer market steadily recovered, with total retail sales of consumer goods reaching **RMB 24.55 trillion**, an increase of **5%**[8](index=8&type=chunk) [Business Review and Operating Performance](index=5&type=section&id=Business%20Review%20and%20Operating%20Performance) The Group, a diversified enterprise, strategically adjusted its Baijiu, training, and home appliance segments, achieving growth in training and home appliances despite a Baijiu revenue decline [Baijiu Business: Comprehensively Building a Three-Dimensional Distribution Network, Accelerating Layout of Omni-Channel Emerging Channels](index=5&type=section&id=Baijiu%20Business%3A%20Comprehensively%20Building%20a%20Three-Dimensional%20Distribution%20Network%2C%20Accelerating%20Layout%20of%20Omni-Channel%20Emerging%20Channels) Baijiu revenue fell **52.6%** amid industry challenges, prompting the Group to optimize channels, focus on high-margin products, and integrate educational resources to enhance profitability and customer quality - The Baijiu industry faces a severe situation of 'volume and price declines, rising costs,' with **59.7%** of liquor companies experiencing operating profit decline and **50.9%** seeing revenue contraction[9](index=9&type=chunk) Baijiu Business Revenue Changes | Metric | H1 2025 (RMB 10,000) | H1 2024 (RMB 10,000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Baijiu Sales Revenue | 1,721.5 | 3,630.8 | -52.6% | - The Group strategically scaled back inefficient channels, focusing on high-quality, affordable sauce-flavor Baijiu and shifting towards high-margin sealed-jar custom and 'Shengjiu' products[9](index=9&type=chunk) - Innovatively built a 'three-dimensional distribution network' system, deepening online-merge-offline (OMO) ecological collaborative operations, and leveraging AI technology to drive private domain member services[12](index=12&type=chunk) - Integrated hundreds of thousands of student resources from parent company Qidian Guofeng, successfully creating an 'education-community-liquor' business closed-loop to leverage high-net-worth customers[12](index=12&type=chunk) [Training Business: Basic Training Faces Survival Dilemma, AI Impacts Traditional Value Chain](index=6&type=section&id=Training%20Business%3A%20Basic%20Training%20Faces%20Survival%20Dilemma%2C%20AI%20Impacts%20Traditional%20Value%20Chain) Despite a sluggish training sector, the Group achieved **119.3%** revenue growth to **RMB 40.64 million** through innovative OMO models, government collaborations, and AI empowerment, validating its strategic transformation - The number of financial education-related enterprises is declining, and customer willingness to pay for basic training has decreased, placing the industry in a development dilemma[14](index=14&type=chunk) Training Business Revenue Changes | Metric | H1 2025 (RMB 10,000) | Y-o-Y Growth | | :--- | :--- | :--- | | Training Revenue | 4,064 | 119.3% | - Innovatively integrated 'online knowledge payment + offline practical sand table' OMO model, covering **180,000+** corporate students, and linking with Baijiu business to increase cross-selling conversion rates[15](index=15&type=chunk) - Empowered by AI intelligent agents for efficiency, jointly created an intelligent assessment system with Maifushi, significantly increasing the conversion rate of customized courses[15](index=15&type=chunk) [Home Appliance Business: Focusing on Smart Device Core Ecosystem, Multi-Dimensional Breakthroughs in Scenario Experience Barriers](index=7&type=section&id=Home%20Appliance%20Business%3A%20Focusing%20on%20Smart%20Device%20Core%20Ecosystem%2C%20Multi-Dimensional%20Breakthroughs%20in%20Scenario%20Experience%20Barriers) Driven by 'trade-in' policies and 'smart+green' trends, home appliance business achieved **RMB 0.124 billion** in revenue, up **5.1%**, with success in high-end products and expanded market reach - Driven by the national 'strengthen and expand trade-in' policy, the central government pre-allocated **RMB 81 billion** in special funds, including digital products like mobile phones and tablets for the first time in the subsidy scope[16](index=16&type=chunk) - The industry shows a core trend of 'smart+green,' with AI technology penetration exceeding **40%** and green energy-saving products growing over **25%**[16](index=16&type=chunk) Home Appliance Business Revenue Changes | Metric | H1 2025 (RMB 0.1 billion) | H1 2024 (RMB 0.1 billion) | Y-o-Y Growth | | :--- | :--- | :--- | :--- | | Total Home Appliance Revenue | 1.24 | 1.18 | 5.1% | - High-end transformation of traditional home appliances achieved significant results, with technology upgrades driving an **18%** increase in average transaction value. The mobile phone ecosystem focused on Apple/Huawei high-end models, achieving a monthly compound growth rate of **67.3%**[17](index=17&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) In H1 2025, the Group's revenue grew **4.9%** and gross profit **14.2%**, with operating and pre-tax losses significantly narrowing due to reduced selling expenses and a shift to net finance income [Revenue](index=8&type=section&id=Revenue) The Group's H1 2025 total revenue was approximately **RMB 181.9 million**, up **4.9%**, driven by home appliance sales and education training, offsetting Baijiu sales decline Total Revenue and Business Segment Revenue | Goods and Services Category | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Home Appliance Sales | 124,049 | 118,492 | +4.7% | | Baijiu Sales | 17,215 | 36,308 | -52.6% | | Education Training Services | 40,643 | 18,535 | +119.3% | | **Total Revenue** | **181,907** | **173,335** | **+4.9%** | [Cost of Sales](index=8&type=section&id=Cost%20of%20Sales) The Group's H1 2025 cost of sales was approximately **RMB 144.5 million**, up **2.8%**, primarily due to expanded sales volume Cost of Sales Changes | Metric | H1 2025 (RMB million) | H1 2024 (RMB million) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Cost of Sales | 144.5 | 140.6 | +2.8% | [Gross Profit](index=8&type=section&id=Gross%20Profit) The Group's H1 2025 gross profit was approximately **RMB 37.4 million**, up **14.2%**, outpacing revenue growth Gross Profit Changes | Metric | H1 2025 (RMB million) | H1 2024 (RMB million) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Gross Profit | 37.4 | 32.7 | +14.2% | [Other Income](index=8&type=section&id=Other%20Income) The Group's H1 2025 other income was approximately **RMB 135 thousand**, a significant **96.7%** year-on-year decrease Other Income Changes | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Other Income | 135 | 4,111 | -96.7% | [Net Other Gains and Losses](index=9&type=section&id=Net%20Other%20Gains%

[CORPORATE INFORMATION](index=3&type=section&id=CORPORATE%20INFORMATION) [Directors and Committee Composition](index=3&type=section&id=Directors%20and%20Committees) The company's board of directors comprises executive, non-executive, and independent non-executive directors, supported by audit, nomination, and remuneration committees to ensure robust corporate governance - Executive Director is **Ms. Li Zhi Xin**[3](index=3&type=chunk) - Non-executive Directors include Chairman **Mr. Yuan Fuaer** and **Mr. Hu Xinglong**[3](index=3&type=chunk) - Independent Non-executive Directors include **Mr. Wu Jilin** (Audit Committee Chairman), **Mr. Lin Changsheng** (Nomination Committee Chairman), and **Mr. Su Yanwei** (Remuneration Committee Chairman)[3](index=3&type=chunk)[4](index=4&type=chunk) [Company Details](index=4&type=section&id=Company%20Details) The company's principal bankers include Industrial Bank in China and Hang Seng Bank, Bank of China (Hong Kong), and Bank of Communications (Hong Kong) in Hong Kong, with auditors being National Alliance CPA Limited and stock code 1355 - Principal bankers include **Industrial Bank Co., Ltd.** in China, and **Hang Seng Bank Limited**, **Bank of China (Hong Kong) Limited**, and **Bank of Communications (Hong Kong) Limited** in Hong Kong[5](index=5&type=chunk)[6](index=6&type=chunk) - Auditor is **National Alliance CPA Limited**[6](index=6&type=chunk)[7](index=7&type=chunk) - Company stock code is **1355**, website is **www.legend-strategy.com**[8](index=8&type=chunk)[9](index=9&type=chunk) [MANAGEMENT DISCUSSION AND ANALYSIS](index=6&type=section&id=MANAGEMENT%20DISCUSSION%20AND%20ANALYSIS) [Business Review](index=6&type=section&id=BUSINESS%20REVIEW) The Group primarily operates accommodation and healthcare and beauty businesses, with accommodation revenue declining by **28.9%** due to global instability, while healthcare and beauty contributed approximately **HKD 11,886,000** in revenue - The Group primarily engages in accommodation business (including accommodation operation, property facilities management, and accommodation consulting services) and healthcare and beauty business[10](index=10&type=chunk)[12](index=12&type=chunk) - For the six months ended June 30, 2025, the Group operated **five** leased accommodation projects[10](index=10&type=chunk)[12](index=12&type=chunk) [Accommodation Business](index=6&type=section&id=ACCOMMODATION%20BUSINESS) Accommodation business revenue decreased by **28.9%** year-on-year due to global economic instability and geopolitical conflicts, with the Nanshan store closure generating approximately **HKD 1,920,000** in early lease termination income - The hotel business continues to be affected by global economic instability and geopolitical conflicts, particularly China's economic slowdown and weakened consumer sentiment[11](index=11&type=chunk)[13](index=13&type=chunk) - The Group adopts flexible sales and marketing strategies to improve existing accommodation project performance and promotes sustainable high-quality corporate development through enhanced management, cost control, and expense reduction[11](index=11&type=chunk)[13](index=13&type=chunk) [Accommodation Operation and Property Facilities Management](index=7&type=section&id=Accommodation%20Operation%20and%20Property%20Facilities%20Management) Accommodation operation and property facilities management revenue was approximately **HKD 13,579,000**, a **28.9%** year-on-year decrease, primarily due to lower occupancy rates and reduced consulting service income in China's hotel market Accommodation Operation and Property Facilities Management Revenue | Metric | H1 2025 (HKD) | H1 2024 (HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 13,579,000 | 19,104,000 | -28.9% | - Revenue decrease primarily attributed to lower occupancy rates due to declining overall market sentiment in China's hotel industry, and reduced accommodation consulting service income[14](index=14&type=chunk)[18](index=18&type=chunk) - The Group enhances customer loyalty by collaborating with new travel intermediaries, updating sales strategies, offering preferential pricing models, deepening understanding of customer needs, and providing customized services[16](index=16&type=chunk)[19](index=19&type=chunk) [Branch Performance Overview](index=8&type=section&id=Branch%20Performance%20Overview) The Group's accommodation branches employ flexible strategies, with Chengdu benefiting from tourism recovery, Wuhan operating steadily, Huizhou anticipating Greater Bay Area growth, Nanshan generating **HKD 1,920,000** from lease termination, and Bao'an maintaining stability through cost control - The Chengdu store, located in the prime Tianfu Square business district, benefits from Chengdu's economic recovery and rebound in tourism consumer confidence, expecting sustained stable income in the future[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - The Wuhan store, a transportation hub, experienced a slight demand decrease due to domestic economic development difficulties but achieved expected results in adversity through strengthened management, marketing, and cost optimization[23](index=23&type=chunk)[24](index=24&type=chunk)[26](index=26&type=chunk) - The Huizhou store, focusing on the resort tourism market, anticipates that Greater Bay Area development and international projects (such as Shenzhen East Legoland Theme Park) will drive tourist growth and long-term performance improvement[25](index=25&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk)[32](index=32&type=chunk) - The Nanshan store ceased operations due to property repossession by the landlord for redevelopment, with approximately **HKD 1,920,000** in early lease termination income recognized this period[30](index=30&type=chunk)[33](index=33&type=chunk) - The Bao'an store maintained stable operating performance in adversity, benefiting from effective cost control and sales strategies[34](index=34&type=chunk)[35](index=35&type=chunk)[40](index=40&type=chunk) [Accommodation Consulting Services](index=11&type=section&id=Accommodation%20Consultations%20Services) Accommodation consulting services generated zero revenue this period, a significant decline from the prior year, leading the Group to reduce marketing investment and reallocate resources to the more promising healthcare and beauty business Accommodation Consulting Services Revenue | Metric | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Revenue | 0 | 1,126,000 | - Given the reduced demand for such services, the Group will decrease marketing investment to save operating costs and reallocate resources to the healthcare and beauty business segment[37](index=37&type=chunk)[41](index=41&type=chunk) [Healthcare and Beauty Business](index=11&type=section&id=HEALTHCARE%20AND%20BEAUTY%20BUSINESS) The Group, through its wholly-owned subsidiary Shenzhen Yalansi Biotechnology Co. Ltd., generated approximately **HKD 11,886,000** in revenue this period by directly selling and promoting own-brand and third-party healthcare and beauty products in China - The Group will continue to develop its healthcare and beauty business through collaborations with key industry players and the development of proprietary rights and technologies[38](index=38&type=chunk)[42](index=42&type=chunk) Healthcare and Beauty Business Revenue | Metric | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Revenue | 11,886,000 | 0 | - During this period, this business generated approximately **HKD 11,886,000** in revenue by directly selling and promoting own-brand products in China through Shenzhen Yalansi Biotechnology Co. Ltd.[39](index=39&type=chunk)[42](index=42&type=chunk) [Outlook](index=12&type=section&id=OUTLOOK) The Group plans to expand its market share in China's healthcare and beauty sector and explore international sales, considering an equity acquisition of an R&D platform for technology and competitive advantage, though no final agreement has been reached - The Group will further develop and strengthen its market share in China's healthcare and beauty industry and seek opportunities to expand sales to other regions[44](index=44&type=chunk)[47](index=47&type=chunk) - The Group is considering acquiring an equity interest in an R&D platform to gain cutting-edge technology and maintain a competitive advantage[44](index=44&type=chunk)[47](index=47&type=chunk) - As of the date of this interim report, no decision has been made or final agreement reached regarding the potential acquisition, and shareholders and potential investors are urged to exercise caution[45](index=45&type=chunk)[47](index=47&type=chunk) [Financial Review](index=12&type=section&id=FINANCIAL%20REVIEW) The Group's revenue increased by **33.2%** to approximately **HKD 25,445,000** this period, driven by healthcare and beauty, but a decline in accommodation revenue and non-financial asset impairment led to a **HKD 13,484,000** loss attributable to owners [Overall Financial Performance](index=12&type=section&id=Overall%20Financial%20Performance) The Group's revenue reached approximately **HKD 25,445,000**, a **33.2%** year-on-year increase, but reduced accommodation income and a **HKD 8,340,000** non-financial asset impairment resulted in a **HKD 13,484,000** loss attributable to owners, compared to a prior year profit of **HKD 3,211,000** Key Financial Indicators | Metric | H1 2025 (HKD) | H1 2024 (HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 25,445,000 | 19,104,000 | +33.2% | | Loss/(Profit) Attributable to Owners | (13,4

ADTIGER CORPORATIONS LIMITED 虎視傳媒有限公司 （於開曼群島註冊成立的有限公司） 股份代號：1163 2025 中期報告 Stock Code: 1163 (incorporated in the Cayman Islands with limited liability) ADTIGER CORPORATIONS LIMITED 虎視傳媒有限公司 Stock Code: 1163 (incorporated in the Cayman Islands with limited liability) ADTIGER CORPORATIONS LIMITED 虎視傳媒有限公司 2025 INTERIM REPORT 虎視傳媒有限公司 ADTIGER CORPORATIONS LIMITED Interim Report 2025 中期報告 目錄 陳歡先生 （主席） 張耀亮先生 鄭琪先生 提名委員會 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 財務摘要 | 4 | | 管理層討論及分析 | 5 | | 獨立審閱報告 | 16 | | 中期簡明綜合損益表 ...

Financial Performance - Revenue for the six months ended June 30, 2025, increased by 0.6% to HKD 324,228,000 compared to HKD 322,245,000 in the same period last year[6] - Gross profit decreased by 16.1% to HKD 57,508,000, with a gross margin decline of 3.6 percentage points to 17.7%[13] - The company reported a loss of HKD 13,821,000 for the period, compared to a profit of HKD 9,255,000 in the previous year, resulting in a basic loss per share of HKD 2.3[14] - Revenue from smart wearable device frames and parts increased significantly by 54.7% to HKD 81,314,000, while revenue from straps and fashion accessories decreased by 5.9% and 47.0%, respectively[12][10] - Total comprehensive income for the period amounted to HKD 14,985,000, compared to a total comprehensive loss of HKD 14,123,000 in the previous year[36] - The company reported a loss before tax of HKD 13,248,000, compared to a profit of HKD 12,583,000 in the previous year[36] - Net loss for the period was HKD 13,821,000, a significant decline from a profit of HKD 9,255,000 in the same period last year[36] - The company declared dividends of HKD 12,000,000 during the period, impacting retained earnings[38] - The company did not recommend an interim dividend for the six months ending June 30, 2025, compared to HKD 3,000,000 in the previous year[53] Assets and Liabilities - Total assets as of June 30, 2025, were HKD 1,167,253,000, a slight decrease of 0.2% from HKD 1,169,745,000[6] - The total borrowings increased by 8.1% to HKD 73,306,000, while net assets rose by 1.6% to HKD 957,720,000[6] - The group’s asset-liability ratio was 0.06 as of June 30, 2025, unchanged from December 31, 2024[26] - The group had bank borrowings of HKD 73,306,000 as of June 30, 2025, an increase from HKD 67,783,000 as of December 31, 2024, with all borrowings classified as current liabilities[25] - The group’s cash and cash equivalents were HKD 200,205,000 as of June 30, 2025, down from HKD 222,249,000 as of December 31, 2024[25] - The company’s cash and cash equivalents at the end of the period were HKD 129,555,000, down from HKD 247,683,000 at the end of the previous period[39] Operational Efficiency - The company implemented a workforce streamlining plan, resulting in severance payments of approximately HKD 10,336,000 during the period[9] - The group aims to enhance operational efficiency and resource utilization to improve profitability amidst global economic challenges[31] - Total employee costs, including directors' remuneration, were HKD 140,126,000 for the period, compared to HKD 124,708,000 for the previous year[30] - The company’s total employee costs increased to HKD 140,126,000 from HKD 124,708,000, an increase of 12.3% year-over-year[48] Research and Development - Research and development expenses increased by 77.4% to HKD 15,414,000, indicating a focus on innovation[19] - Research and development expenses rose to HKD 15,414,000, an increase of 77.5% compared to HKD 8,687,000 in the prior year[36] Shareholder Information - As of June 30, 2025, the total number of ordinary shares held by directors and senior management in the company is 398,040,000, representing approximately 66.34% of the total issued share capital[74] - Ming Fung Investment Limited holds 396,000,000 shares, accounting for 66.00% of the total issued share capital[77] - The company’s major shareholders include Sheng Hung Holdings Limited, which owns 51,000,000 shares, representing 8.50% of the total issued share capital[77] - The legal and beneficial ownership of Ming Fung Group (Hong Kong) Limited is 60% by Mr. Yao, and 40% by Ms. Luo, with both entities holding significant stakes in Ming Fung Investment Limited[76] - Mr. Li, the managing director, holds approximately 8.82% of Sheng Hung Holdings Limited's total issued share capital[78] - Mr. Yao, the vice chairman, has a beneficial ownership of approximately 11.77% in Sheng Hung Holdings Limited[78] - Ms. Deng holds approximately 44.12% of Sheng Hung Holdings Limited's total issued share capital[79] - Mr. Chen has a beneficial ownership of approximately 35.29% in Sheng Hung Holdings Limited[80] - David Michael Webb and Karen Anne Webb collectively own 48,164,000 shares, with significant portions held through their companies[81] - The company is not aware of any other individuals or entities holding or deemed to hold interests in its shares as of June 30, 2025[81] Corporate Governance - The company has established a high level of corporate governance and has complied with all applicable provisions of the corporate governance code during the reporting period[70] - The board of directors includes a mix of executive and independent non-executive directors, with recent changes made to comply with updated listing rules regarding gender diversity[71] - The internal audit team plays a crucial role in assessing the effectiveness of the group's risk management and internal control systems, reporting quarterly to the audit committee[72] - The company has adopted the standard code for securities transactions by directors and confirmed compliance for the six months ended June 30, 2025[73] Financing Activities - The company raised and repaid bank loans totaling HKD 7,562,000 during the current interim period, compared to HKD 3,370,000 in the same period last year[62] - The company has a total bank loan balance of HKD 73,306,000 as of June 30, 2025, compared to HKD 67,783,000 as of December 31, 2024[62] - As of June 30, 2025, the outstanding loan amount under financing arrangements was zero, with available undrawn financing of HKD 2,000,000[86] Inventory and Receivables - As of June 30, 2025, the group recorded inventory balance of HKD 74,995,000, an increase of 16.7% compared to HKD 64,244,000 as of December 31, 2024[22] - Trade receivables amounted to HKD 113,081,000 as of June 30, 2025, down from HKD 166,055,000 as of December 31, 2024, with a turnover period of 77.9 days[23] - Trade payables were HKD 94,320,000 as of June 30, 2025, decreased from HKD 116,514,000 as of December 31, 2024, with a turnover period of 71.5 days[24] - The total amount of trade and other receivables was HKD 215,263,000 as of June 30, 2025, compared to HKD 231,926,000 as of December 31, 2024[57] - Trade receivables amounted to HKD 114,610,000 as of June 30, 2025, down from HKD 169,004,000 as of December 31, 2024, reflecting a decrease of approximately 32%[57] - Trade payables decreased to HKD 94,320,000 as of June 30, 2025, from HKD 116,514,000 as of December 31, 2024, indicating a reduction of about 19%[61] Capital Expenditures - The company invested HKD 43,426,000 in property, plant, and equipment during the current interim period, an increase from HKD 18,748,000 in the previous year[55] - The company has capital commitments for the acquisition of property, plant, and equipment amounting to HKD 49,437,000 as of June 30, 2025, up from HKD 46,935,000 as of December 31, 2024[65]

中期報告 2025 （股份代號：3393） （於開曼群島註冊成立的有限公司） 計量 與 能源 管理專家 能效 Interim Report 2025 (Stock Code: 3393) (incorporated in the Cayman Islands with limited liability) ENERGY METERING & ENERGY SAVING EXPERT 中期報告 Interim Report 2025 目 錄 2 公司資料 4 公司簡介 6 集團科技創新歷程回顧 10 管理層討論與分析 28 其他資料 31 獨立審閱報告 32 中期簡明綜合損益及其他全面利潤表 34 中期簡明綜合財務狀況表 36 中期簡明綜合權益變動表 38 中期簡明綜合現金流量表 40 中期簡明綜合財務資料附註 吉為先生 （主席） 吉喆先生 李鴻女士 鄭小平女士 田仲平先生 非執行董事 曹朝輝女士 獨立非執行董事 陳昌達先生 欒文鵬先生（於二零二五年五月十五日退任） 姜新建先生（於二零二五年五月十五日獲委任） 王耀南先生 公司秘書 蔡偉龍先生 FCCA, FCPA 法定代表 公司資料 執行董事 陳昌達先生 （主 ...

Financial Performance - For the six months ended June 30, 2025, the Group recorded revenue of approximately HK$16.7 million, a decrease from HK$20.7 million in the same period of 2024, representing a decline of about 19.8%[8] - Profit after taxation for the same period was approximately HK$12.0 million, compared to a loss of HK$13.5 million in the prior year, indicating a significant turnaround[9] - Basic and diluted profit per share for the six months ended June 30, 2025, was approximately HK2.93 cents, recovering from a loss of HK3.30 cents per share in the previous year[9] - Gross profit for the period was approximately HK$5.2 million, compared to a gross loss of HK$2.0 million in the same period of 2024, reflecting improved operational efficiency[9] - Other gains for the period amounted to approximately HK$10.9 million, a significant increase from a loss of HK$0.86 million in the previous year[9] - Total comprehensive profit for the period was approximately HK$9.68 million, recovering from a total comprehensive loss of HK$15.06 million in the same period of 2024[10] - Profit before tax for the six months ended June 30, 2025, was HK$12,006,000, compared to a loss of HK$13,483,000 in the same period of 2024[14] - Operating cash flows before movements in working capital were HK$2,682,000, a significant improvement from a negative HK$7,930,000 in the previous year[14] - Net cash flows generated from operating activities increased to HK$4,189,000, up from HK$1,656,000 in the prior period[14] - Total comprehensive profit for the period was HK$9,680,000, compared to a total comprehensive loss of HK$15,060,000 in the prior period[13] Expenses and Liabilities - The Group's administrative expenses decreased to HK$2.78 million from HK$7.32 million in the previous year, indicating cost control measures were effective[9] - Finance costs were reduced to HK$1.18 million from HK$2.18 million, contributing to the overall profit improvement[9] - Current liabilities decreased to HK$17,018,000 from HK$15,474,000, indicating an increase of about 9.9%[12] - Non-current liabilities decreased to HK$20,897,000 from HK$23,022,000, reflecting a reduction of approximately 9.2%[12] - The Group's other payables and accruals increased to HK$10.8 million as of 30 June 2025, compared to HK$9.6 million as of 31 December 2024[73] Assets and Equity - As of June 30, 2025, total assets decreased to HK$24,088,000 from HK$33,557,000 as of December 31, 2024, representing a decline of approximately 28.3%[11] - The net current assets increased significantly to HK$8,614,000 from HK$232,000, showing a substantial improvement[12] - The total equity as of June 30, 2025, was reported at HK$ (5,519,000), an improvement from HK$ (15,199,000) as of December 31, 2024[12] - The company's cash and cash equivalents decreased to HK$3,149,000 from HK$3,784,000, a decline of about 16.8%[11] - The total segment assets as of June 30, 2025, were HK$30,852,000, down from HK$41,148,000 as of December 31, 2024[40] Segment Performance - For the six months ended June 30, 2025, total revenue from external customers was HK$16,651,000, with the interior design and decoration segment contributing HK$14,584,000[32] - The segment profit for interior design and decoration was HK$1,607,000, while equine services reported a loss of HK$54,000, and advisory on securities, corporate finance, and asset management generated a profit of HK$107,000, resulting in a total segment profit of HK$1,660,000[32] - Revenue from the interior design and decoration segment increased to approximately HK$14.6 million, representing a growth of approximately 39.6% compared to HK$10.5 million in the prior year[87] - Revenue from equine services plummeted to approximately HK$17,000, a decrease of approximately 99.6% from HK$4.6 million in the previous year, due to a downturn in the thoroughbreds market[89] - Revenue from the advising on securities, corporate finance, and asset management segment increased to approximately HK$2 million for the six months ended June 30, 2025, up 37.2% from approximately HK$1.5 million for the same period in 2024[90] Corporate Governance - The Directors confirmed that the information in the report is accurate and complete, ensuring transparency and accountability[5] - The Group does not recommend the payment of an interim dividend for the six months ended June 30, 2025, consistent with 2024[55] - The company complied with all applicable code provisions of the Corporate Governance Code during the reporting period[169] - The board believes that strong corporate governance practices are essential for safeguarding shareholder interests[168] - The management is exploring new strategies for market expansion and product development in response to evolving consumer preferences[147] Share Capital and Ownership - The Group's issued share capital amounted to approximately HK$20.5 million, divided into 409,141,860 shares of HK$0.05 each as of June 30, 2025[123] - Mr. Wong Kwok Wai, Albert, holds a controlled corporation interest of 120,000,000 shares, representing 29.33% of the issued share capital[151] - The company's issued ordinary share capital is HK$20,457,093, divided into 409,141,860 shares with a par value of HK$0.05 each[157] - As of June 30, 2025, no other parties, apart from directors or chief executives, held interests or short positions in the company's shares exceeding 5%[164] Management and Strategy - The management plans to allocate more resources to the interior design segment in the second half of the year due to growing popularity in Hong Kong and the Greater Bay Area[143] - The equine services segment will adopt a prudent approach to maintain lower operation costs while exploring business opportunities in the second half of the year[144] - The management is negotiating new projects in the interior design segment, expecting an increase in turnover during the second half of the year[87] - The company is focusing on enhancing its performance-based compensation structure for directors and senior management, linking bonuses to the group's profitability[146] Audit and Compliance - The Audit Committee consists of three independent non-executive Directors and has reviewed the consolidated results for the six months ended June 30, 2025[191] - The financial information in this announcement has not been audited or reviewed by the auditor of the Company[190] - The Company has confirmed compliance with the required standard of dealings regarding securities transactions by the Directors during the Relevant Period[179]

[Company Information](index=3&type=section&id=Company%20Information) The company's board comprises executive, non-executive, and independent non-executive directors, with established audit, remuneration, and nomination committees - The Board of Directors includes executive (Chairman), non-executive, and independent non-executive directors, with established audit, remuneration, and nomination committees[5](index=5&type=chunk) - Ms. Choi Ka Ying is the Company Secretary, and Grant Thornton Hong Kong Limited is the auditor[5](index=5&type=chunk) - The company's stock code is **00361**, listed on the Main Board of The Stock Exchange of Hong Kong Limited[6](index=6&type=chunk) [Financial Highlights](index=5&type=section&id=Financial%20Highlights) The company reported a significant revenue decline and increased comprehensive expenses for the six months ended June 30, 2025, primarily due to a decrease in the golf equipment segment Financial Highlights for the Six Months Ended June 30 | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 88,956 | 129,126 | (31)% | | - Golf Equipment Segment | 79,318 | 119,673 | (34)% | | - Golf Bag Segment | 9,638 | 9,453 | 2% | | Gross Profit | 21,561 | 29,250 | (26)% | | Loss (Profit) Before Interest, Tax, Depreciation and Amortisation (EBITDA) | (3,358) | 9,036 | (137)% | | Total Comprehensive Expense Attributable to Owners of the Company for the Period | (14,610) | (759) | 1,825% | | Loss Per Share (HK cents) | (0.28) | (0.01) | - | | Interim Dividend Per Ordinary Share | – | – | - | - The Board of Directors announced the unaudited condensed consolidated interim results and financial position for the six months ended June 30, 2025, which have been reviewed by the Audit Committee[8](index=8&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The statement details the company's financial performance, showing a significant increase in loss for the period due to decreased revenue and higher administrative and finance costs Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 88,956 | 129,126 | | Cost of Sales | (67,395) | (99,876) | | Gross Profit | 21,561 | 29,250 | | Other Operating Income | 1,340 | 2,970 | | Selling and Distribution Expenses | (26) | (95) | | Administrative Expenses | (31,825) | (27,857) | | Finance Costs | (5,116) | (3,847) | | Loss (Profit) Before Tax | (14,066) | 421 | | Income Tax Expense | (544) | (1,180) | | Loss for the Period | (14,610) | (759) | | Total Comprehensive Expense for the Period | (14,610) | (759) | | Loss for the Period Attributable to Owners of the Company | (14,610) | (759) | | Basic and Diluted Loss Per Share (HK cents) | (0.28) | (0.01) | [Condensed Consolidated Statement of Financial Position](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) The statement presents the company's assets, liabilities, and equity as of June 30, 2025, indicating a decrease in net assets and total equity compared to the previous year Condensed Consolidated Statement of Financial Position (As at June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | **Non-Current Assets** | | | | Property, Plant and Equipment | 62,914 | 65,295 | | Right-of-Use Assets | 158,936 | 161,902 | | **Current Assets** | | | | Inventories | 12,238 | 18,736 | | Trade and Other Receivables | 34,399 | 36,581 | | Bank Balances and Cash | 109,525 | 116,008 | | **Current Liabilities** | | | | Trade and Other Payables | 70,622 | 50,984 | | Bank Borrowings | 28,723 | 56,383 | | **Non-Current Liabilities** | | | | Convertible Bonds | 66,057 | 63,351 | | **Net Assets** | 213,002 | 227,612 | | **Total Equity** | 213,002 | 227,612 | [Condensed Consolidated Statement of Changes in Equity](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) The statement outlines changes in the company's equity components, reflecting the impact of losses for the period on accumulated losses and total equity Condensed Consolidated Statement of Changes in Equity (For the Six Months Ended June 30) | Item | As at January 1, 2024 (HK$'000) | Loss and Total Comprehensive Expense for the Period (HK$'000) | As at June 30, 2024 (HK$'000) | As at January 1, 2025 (HK$'000) | Loss and Total Comprehensive Expense for the Period (HK$'000) | As at June 30, 2025 (HK$'000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Share Capital | 52,013 | – | 52,013 | 52,013 | – | 52,013 | | Share Premium | 399,369 | – | 399,369 | 399,369 | – | 399,369 | | Accumulated Losses | (294,732) | (759) | (295,491) | (297,096) | (14,610) | (311,706) | | Total Equity Attributable to Owners of the Company | 227,542 | (759) | 226,783 | 224,882 | (14,610) | 210,272 | | Non-Controlling Interests | 2,730 | – | 2,730 | 2,730 | – | 2,730 | | Total Equity | 230,272 | (759) | 229,513 | 227,612 | (14,610) | 213,002 | - The Group's contributed surplus includes the difference between the nominal value of shares of subsidiaries acquired and shares issued, and credits arising from capital reorganisation[13](index=13&type=chunk) - Chinese subsidiaries are required to transfer **10%** of their after-tax profit (after offsetting prior year losses) to a statutory surplus reserve fund until it reaches **50%** of their registered capital[13](index=13&type=chunk) [Condensed Consolidated Cash Flow Statement](index=11&type=section&id=Condensed%20Consolidated%20Cash%20Flow%20Statement) The statement summarizes the cash flows from operating, investing, and financing activities, showing a net decrease in cash and cash equivalents for the period Condensed Consolidated Cash Flow Statement (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (9,001) | (5,530) | | Net Cash Generated From (Used in) Investing Activities | 612 | (1,776) | | Net Cash Generated From Financing Activities | 1,906 | 14,971 | | Net (Decrease) Increase in Cash and Cash Equivalents | (6,483) | 7,665 | | Cash and Cash Equivalents at January 1 | 116,008 | 111,965 | | Cash and Cash Equivalents at June 30 | 109,525 | 119,630 | [Notes to the Condensed Consolidated Financial Information](index=12&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Information) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering general information, accounting policies, and specific financial items [1. General Information](index=12&type=section&id=1.%20General%20Information) The company is incorporated in Bermuda and listed in Hong Kong, with primary businesses in golf equipment and integrated resort development, presenting financial data in HKD - The company is an exempted company incorporated in Bermuda, with its shares listed on The Stock Exchange of Hong Kong Limited[15](index=15&type=chunk) - The Group's principal activities include manufacturing and trading golf equipment, golf bags, and accessories, and developing an integrated resort in the Commonwealth of Northern Mariana Islands[16](index=16&type=chunk) - The functional currency for the company and its Hong Kong and CNMI subsidiaries is USD, for Chinese subsidiaries it is RMB, and the condensed consolidated financial information is presented in HKD[16](index=16&type=chunk) [2. Basis of Preparation](index=12&type=section&id=2.%20Basis%20of%20Preparation) The condensed consolidated financial information is prepared in accordance with HKAS 34 and the disclosure requirements of Appendix D2 of the Listing Rules - The condensed consolidated financial information is prepared in accordance with Appendix D2 of the Listing Rules and Hong Kong Accounting Standard 34 'Interim Financial Reporting'[17](index=17&type=chunk) [3. Principal Accounting Policies](index=13&type=section&id=3.%20Principal%20Accounting%20Policies) The financial information is prepared using the historical cost convention, with leasehold land and building interests measured at revalued amounts, and new accounting standards having no material impact - The condensed consolidated financial information is prepared under the historical cost convention, with leasehold land and building interests measured at revalued amounts[18](index=18&type=chunk) - HKAS 21 (Revised) 'Lack of Exchangeability' was first applied in this interim period, but it had no material impact on financial performance or position[18](index=18&type=chunk) [4. Revenue](index=13&type=section&id=4.%20Revenue) Revenue primarily represents income generated from the sale of goods during the reporting period - Revenue refers to income generated from the sale of goods during the period[19](index=19&type=chunk) [5. Segment Information](index=14&type=section&id=5.%20Segment%20Information) The Group operates three reportable segments: golf equipment, golf bags, and hotel, with golf equipment revenue significantly declining and all segments reporting losses or reduced profits - The Group has three reportable operating segments: golf equipment (manufacturing and sales), golf bags (trading), and hotel (integrated resort development)[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) Segment Revenue and Results (For the Six Months Ended June 30) | Segment | 2025 Revenue (HK$'000) | 2024 Revenue (HK$'000) | Revenue Change (%) | 2025 Results (HK$'000) | 2024 Results (HK$'000) | | :--- | :--- | :--- | :--- | :--- | :--- | | Golf Equipment | 79,318 | 119,673 | (33.7)% | 763 | 11,536 | | Golf Bags | 9,638 | 9,453 | 2.0% | (1,000) | (631) | | Hotel | – | – | - | (2,833) | (2,863) | | Consolidated Total | 88,956 | 129,126 | (31.0)% | (3,070) | 8,042 | - Segment results represent the profit/(loss) generated by each segment, excluding allocation of interest income, central administrative expenses, directors' emoluments, and finance costs[24](index=24&type=chunk) [6. Other Operating Income](index=16&type=section&id=6.%20Other%20Operating%20Income) Total other operating income for the period significantly decreased to **HK$1,340 thousand**, primarily due to a reduction in net exchange gains Other Operating Income (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Interest Income | 851 | 1,175 | | Gain on Disposal of Property, Plant and Equipment | 7 | 5 | | Rental Income | 213 | 173 | | Scrap Sales Income | 35 | – | | Sample Income | 67 | 89 | | Mould Income | – | 226 | | Miscellaneous Income | 167 | 163 | | Net Exchange Gain | – | 1,139 | | **Total** | **1,340** | **2,970** | [7. Finance Costs](index=16&type=section&id=7.%20Finance%20Costs) Total finance costs increased to **HK$5,116 thousand**, mainly driven by higher interest expenses on amounts due to a former director and convertible bonds Finance Costs (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Interest Expense on Amount Due to a Former Director | 1,448 | 255 | | Interest Expense on Convertible Bonds | 2,706 | 2,494 | | Interest Expense on Bank Borrowings | 950 | 1,083 | | Interest Expense on Lease Liabilities | 12 | 15 | | **Total** | **5,116** | **3,847** | [8. Income Tax Expense](index=17&type=section&id=8.%20Income%20Tax%20Expense) Income tax expense for the period was **HK$544 thousand**, primarily from Chinese enterprise income tax, with no provision for Hong Kong profits tax due to tax losses Income Tax Expense (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong Profits Tax | – | 150 | | PRC Enterprise Income Tax | 544 | 1,017 | | Underprovision in Prior Periods | – | 13 | | **Total** | **544** | **1,180** | - No provision for Hong Kong profits tax was made for the six months ended June 30, 2025, due to no assessable profits or offset by tax losses[28](index=28&type=chunk) - Chinese subsidiaries are taxed at **25%**, and CNMI corporate income tax is calculated at **30%** of estimated profits, but no provision was made due to no income during the period[28](index=28&type=chunk) [9. Loss (Profit) Before Tax](index=18&type=section&id=9.%20Loss%20(Profit)%20Before%20Tax) The loss before tax for the period was **HK$14,066 thousand**, influenced by inventory recognized as expense, depreciation of property, plant and equipment, right-of-use assets, and net exchange losses Components of Loss (Profit) Before Tax (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Amount of Inventories Recognised as Expense | 67,395 | 99,876 | | Depreciation of Property, Plant and Equipment | 2,627 | 1,737 | | Depreciation of Right-of-Use Assets | 2,966 | 3,031 | | Net Exchange Loss (Gain) | 490 | (1,139) | | Expenses Relating to Short-Term Leases | 987 | 984 | | Gain on Disposal of Property, Plant and Equipment | (7) | (5) | [10. Dividends](index=18&type=section&id=10.%20Dividends) The Board of Directors decided not to declare or pay any dividends for the six months ended June 30, 2025 - No dividends were paid, declared, or proposed during the period, and the Board decided not to pay any dividends[30](index=30&type=chunk) [11. Loss Per Share](index=19&type=section&id=11.%20Loss%20Per%20Share) Basic and diluted loss per share attributable to owners of the company increased significantly to **0.28 HK cents**, with diluted loss per share not assuming convertible bond conversion as it would be anti-dilutive Loss Per Share Calculation (For the Six Months Ended June 30) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Company (HK$'000) | (14,610) | (759) | | Number of Ordinary Shares (thousands of shares) | 5,201,250 | 5,201,250 | | Basic and Diluted Loss Per Share (HK cents) | (0.28) | (0.01) | - The calculation of diluted loss per share did not assume conversion of the company's outstanding convertible bonds, as their exercise would reduce the loss per share[31](index=31&type=chunk) [12. Property, Plant and Equipment](index=20&type=section&id=12.%20Property,%20Plant%20and%20Equipment) The Group acquired **HK$246 thousand** in property, plant and equipment and recognized a **HK$7 thousand** gain from asset disposals, with certain leasehold land and building interests pledged as collateral for bank borrowings - Acquisitions of property, plant and equipment amounted to approximately **HK$246 thousand** during the period (2024: HK$2,755 thousand)[32](index=32&type=chunk) - Net gain on disposal of assets with zero net book value was approximately **HK$7 thousand** (2024: HK$5 thousand)[32](index=32&type=chunk) - As at June 30, 2025, leasehold land and building interests with a carrying amount of **HK$56,447 thousand** were pledged as collateral for bank borrowings[32](index=32&type=chunk) [13. Right-of-Use Assets and Lease Liabilities](index=20&type=section&id=13.%20Right-of-Use%20Assets%20and%20Lease%20Liabilities) The Group's right-of-use assets primarily consist of land use rights in China and CNMI, with some pledged as collateral, and total lease liabilities amounting to **HK$564 thousand** Right-of-Use Assets (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Land | 158,416 | 161,320 | | Buildings | 520 | 582 | | **Total** | **158,936** | **161,902** | - Approximately **HK$5,803 thousand** of right-of-use assets were pledged as collateral for bank borrowings[33](index=33&type=chunk) Lease Liabilities (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Non-current | 448 | 508 | | Current | 116 | 108 | | **Total** | **564** | **616** | - Total cash outflow for leases (including expenses related to short-term leases) during the period was approximately **HK$1,051 thousand**[36](index=36&type=chunk) [14. Trade and Other Receivables](index=22&type=section&id=14.%20Trade%20and%20Other%20Receivables) Total trade and other receivables decreased to **HK$34,399 thousand** as of June 30, 2025, with credit terms typically ranging from 30 to 60 days Trade and Other Receivables (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Trade Receivables at Amortised Cost | 29,182 | 30,731 | | Deposits and Other Receivables | 2,714 | 2,971 | | Prepayments | 2,427 | 2,768 | | Prepayments to Suppliers | 76 | 111 | | **Total** | **34,399** | **36,581** | - The Group's trade terms with customers are primarily credit-based, with credit periods generally ranging from **30 to 60 days**[37](index=37&type=chunk) Ageing Analysis of Trade Receivables (As at June 30) | Ageing | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | 0 to 30 days | 20,662 | 24,876 | | 31 to 90 days | 8,520 | 5,586 | | 91 to 180 days | – | 269 | | **Total** | **29,182** | **30,731** | [15. Trade and Other Payables](index=23&type=section&id=15.%20Trade%20and%20Other%20Payables) Total trade and other payables increased to **HK$70,622 thousand** as of June 30, 2025, mainly due to an increase in amounts due to a former director, with average credit terms of 30 to 90 days Trade and Other Payables (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Trade Payables | 16,223 | 23,991 | | Contract Liabilities | 597 | 553 | | Accruals and Other Payables | 23,222 | 26,440 | | Amount Due to a Former Director | 30,580 | – | | **Total** | **70,622** | **50,984** | - The amount due to Mr. Chu Chun Man, a former director of the company, bears interest at an annual rate of **9.75%**[39](index=39&type=chunk) - The average credit period for purchases of goods ranges from **30 to 90 days**, and the Group has established financial risk management policies to ensure all payables are settled within credit terms[40](index=40&type=chunk) [16. Bank Borrowings](index=24&type=section&id=16.%20Bank%20Borrowings) Bank borrowings significantly decreased to **HK$28,723 thousand** as of June 30, 2025, comprising secured fixed-rate loans repayable within one year and collateralized by property, plant and equipment and right-of-use assets Bank Borrowings (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Secured Bank Loans Repayable Within One Year | 28,723 | 56,383 | - New bank borrowings of approximately **HK$21,276 thousand** were raised, and bank borrowings of approximately **HK$48,936 thousand** were repaid during the period[41](index=41&type=chunk) - Bank borrowings are fixed-rate loans bearing interest at an annual rate of **3.20%** and are secured by leasehold land and building interests and certain right-of-use assets[41](index=41&type=chunk)[42](index=42&type=chunk) [17. Convertible Bonds](index=24&type=section&id=17.%20Convertible%20Bonds) The company issued **HK$74,100 thousand** zero-coupon convertible bonds to Gold Sail Limited, maturing on November 7, 2026, with a conversion price of **HK$0.114** per ordinary share and an effective interest rate of **8.8%** for the liability component - The company issued zero-coupon convertible bonds with a principal amount of **HK$74,100 thousand** to Gold Sail Limited, maturing on **November 7, 2026**[43](index=43&type=chunk) - Holders of the convertible bonds have the right to convert them into ordinary shares of the company at a conversion price of **HK$0.114** per ordinary share[44](index=44&type=chunk) Movements in Convertible Bonds (As at June 30) | Item | Liability Component (HK$'000) | Equity Component (HK$'000) | Total (HK$'000) | | :--- | :--- | :--- | :--- | | As at January 1, 2024 | 58,227 | 8,333 | 66,560 | | Actual Interest Expense for the Year | 5,124 | – | 5,124 | | As at December 31, 2024 and January 1, 2025 | 63,351 | 8,333 | 71,684 | | Actual Interest Expense for the Period | 2,706 | – | 2,706 | | As at June 30, 2025 | 66,057 | 8,333 | 74,390 | - The effective annual interest rate for the liability component of the convertible bonds is **8.8%**[45](index=45&type=chunk) [18. Share Capital](index=26&type=section&id=18.%20Share%20Capital) As of June 30, 2025, the company's authorized share capital remained **10,000,000 thousand shares**, with **5,201,250 thousand shares** issued and fully paid, totaling **HK$52,013 thousand** Share Capital Structure (As at June 30) | Item | Number of Shares (thousands of shares) | Share Capital (HK$'000) | | :--- | :--- | :--- | | Authorised Share Capital | 10,000,000 | - | | Issued and Fully Paid Share Capital | 5,201,250 | 52,013 | [19. Capital Commitments](index=26&type=section&id=19.%20Capital%20Commitments) As of June 30, 2025, the Group had capital commitments of **HK$72 thousand** for plant and equipment, contracted but not yet provided for in the financial statements Capital Commitments (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Capital Commitments for Plant and Equipment Contracted But Not Provided For | 72 | 72 | [20. Litigation](index=27&type=section&id=20.%20Litigation) The Group had no significant contingent liabilities as of June 30, 2025 - The Group had no significant contingent liabilities as at June 30, 2025, and December 31, 2024[52](index=52&type=chunk) [21. Fair Value Disclosure](index=27&type=section&id=21.%20Fair%20Value%20Disclosure) Directors believe that the carrying amounts of financial assets and liabilities measured at amortized cost approximate their fair values due to their short-term maturity and minimal discount effect - The directors believe that the carrying amounts of financial assets and financial liabilities measured at amortised cost approximate their fair values due to their short-term maturity and minimal discount effect[53](index=53&type=chunk) [22. Related Party Transactions](index=27&type=section&id=22.%20Related%20Party%20Transactions) The Group engaged in significant related party transactions, including short-term lease payments, interest expenses on convertible bonds to its direct holding company, and interest expenses to a former director Related Party Transactions (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Short-Term Lease Payments to Sino Orange (China) Company Limited | 840 | 840 | | Interest Expense on Convertible Bonds Paid to Direct Holding Company | 2,706 | 2,494 | | Interest Expense on Amount Due to a Former Director | 1,448 | 255 | - Lease payments to a related company, in which Mr. Chu, a former director of the company, has beneficial interest, were determined at agreed rates[55](index=55&type=chunk) - Total key management personnel remuneration increased to **HK$6,628 thousand** from HK$5,554 thousand in the prior year period[56](index=56&type=chunk) [23. Events After the Reporting Period](index=28&type=section&id=23.%20Events%20After%20the%20Reporting%20Period) No significant events occurred between June 30, 2025, and the date of this interim report - No significant events occurred between June 30, 2025, and the date of this interim report[57](index=57&type=chunk) [24. Approval of Unaudited Condensed Consolidated Financial Information](index=28&type=section&id=24.%20Approval%20of%20Unaudited%20Condensed%20Consolidated%20Financial%20Information) The unaudited condensed consolidated financial information was approved and authorized for issue by the Board of Directors on August 27, 2025 - The unaudited condensed consolidated financial information was approved and authorised for issue by the Board of Directors on **August 27, 2025**[58](index=58&type=chunk) [Management Discussion and Analysis](index=29&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the company's financial performance, business segments, and future outlook, highlighting the impact of external factors and strategic responses [Financial Performance and Business Review](index=29&type=section&id=Financial%20Performance%20and%20Business%20Review) The Group experienced a **31%** revenue decline and a significant loss in H1 2025 due to US tariffs, leading to rationalization efforts and exploration of diversification opportunities - Exorbitant US tariffs on exports from China adversely impacted the Group's business, leading to a significant decline in sales in the first half of 2025[59](index=59&type=chunk) - US tariff rates were temporarily reduced from as high as **145%** to **30%**, with a **90-day** period for trade negotiation outcomes, yet sales still significantly declined[59](index=59&type=chunk) Key Financial Performance (For the Six Months Ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 88,956 | 129,126 | (31)% | | Loss for the Period Attributable to Owners of the Company | (14,610) | (759) | 1,825% | | Basic and Diluted Loss Per Share (HK cents) | (0.28) | (0.01) | - | [Golf Equipment Business](index=30&type=section&id=Golf%20Equipment%20Business) The golf equipment business saw a **33.7%** revenue drop and a substantial profit decline due to US tariffs, prompting cost optimization and supply chain diversification efforts, with a cautious outlook for H2 - Revenue from the golf equipment business plummeted by approximately **33.7%** to **HK$79,318 thousand**, accounting for about **89.2%** of the Group's total revenue[61](index=61&type=chunk) - Sales to the largest segment customer decreased by approximately **26.9%** to **HK$65,725 thousand**, representing about **82.9%** of segment revenue[61](index=61&type=chunk) - The Group implemented rationalization measures at its Shandong production facilities to enhance production efficiency, reduce manufacturing costs, and expand its supply chain for better sources[62](index=62&type=chunk) - Profit from the golf equipment segment significantly decreased to **HK$763 thousand** (2024: HK$11,536 thousand), with a cautious outlook for the second half of the year[62](index=62&type=chunk) [Golf Bag Business](index=31&type=section&id=Golf%20Bag%20Business) The golf bag segment, now operating as a trading business, saw a **2.0%** revenue increase to **HK$9,638 thousand** but recorded a **HK$1,000 thousand** loss, as some customers shifted to non-Chinese suppliers, leading to continued cost optimization efforts - The golf bag segment has transitioned to a trading business model, with production outsourced to external factories[63](index=63&type=chunk) - Segment revenue slightly increased by approximately **2.0%** to **HK$9,638 thousand**, accounting for about **10.8%** of the Group's total revenue[63](index=63&type=chunk) - Sales to the largest segment customer surged by approximately **81.9%** to **HK$7,633 thousand**, but sales to other customers decreased or disappeared as they shifted to non-Chinese suppliers[64](index=64&type=chunk) - The golf bag segment recorded a loss of approximately **HK$1,000 thousand** (2024: HK$631 thousand), with a cautious outlook for the second half of the year[64](index=64&type=chunk) [Hotel Business](index=32&type=section&id=Hotel%20Business) The hotel development project in CNMI has been delayed due to a shortage of local construction workers and uncertainty regarding overseas work visa quotas, resulting in no revenue for the period - The hotel development plan has been delayed due to a shortage of local construction workers and uncertainty regarding overseas work visa quotas[65](index=65&type=chunk) - At the end of the period, the hotel business generated no revenue (2024: nil)[66](index=66&type=chunk) [Outlook](index=32&type=section&id=Outlook) Facing persistent US tariffs, the Group is actively seeking to establish or acquire overseas manufacturing bases, streamline operations, optimize costs, and strengthen customer relationships, while deferring hotel development until optimal timing - The US high tariff policy adversely affected the Group's business, with major customers shifting orders or suspending shipments[67](index=67&type=chunk) - The Group is actively seeking to establish or acquire golf factories outside China to counter high tariffs and retain customer business[67](index=67&type=chunk) - The Group has implemented stringent measures to rationalize operations, optimize costs, and strengthen customer relationships through value-added services[67](index=67&type=chunk) - The hotel development plan is currently delayed, but the Group will continue to monitor market conditions and initiate it at the optimal time[68](index=68&type=chunk) [Dividends](index=33&type=section&id=Dividends) The Board of Directors does not recommend paying any dividends for the six months ended June 30, 2025 - The Board of Directors does not recommend paying any dividends for the six months ended June 30, 2025 (2024: nil)[69](index=69&type=chunk) [Financial Resources, Liquidity, and Gearing Ratio](index=33&type=section&id=Financial%20Resources,%20Liquidity,%20and%20Gearing%20Ratio) The Group's funding primarily comes from operations, borrowings, and directors' advances, with bank balances and cash at **HK$109,525 thousand**, interest-bearing borrowings at **HK$28,723 thousand**, and a gearing ratio of **7.4%** as of June 30, 2025 Financial Resources Overview (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Bank Balances and Cash | 109,525 | 116,008 | | Interest-Bearing Borrowings (Bank Borrowings) | 28,723 | 56,383 | | Amount Due to a Former Director | 30,580 | – | | Gearing Ratio | 7.4% | 1.6% | | Current Ratio | 1.56 | 1.58 | | Quick Ratio | 1.44 | 1.41 | - The amount due to a former director is unsecured, bears interest at an annual rate of **9.75%**, and is repayable on demand[70](index=70&type=chunk) - The Group's total assets and net assets were approximately **HK$379,462 thousand** and **HK$213,002 thousand**, respectively[72](index=72&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries, Associates, and Joint Ventures](index=34&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries,%20Associates,%20and%20Joint%20Ventures) The Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the six months ended June 30, 2025 - The Group had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures for the six months ended June 30, 2025[73](index=73&type=chunk) [Pledge of Assets](index=34&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, bank borrowings of approximately **HK$28,723 thousand** were secured by property, plant and equipment and right-of-use assets with a carrying amount of approximately **HK$62,250 thousand** - As at June 30, 2025, bank borrowings of approximately **HK$28,723 thousand** were secured by property, plant and equipment and right-of-use assets with a carrying amount of approximately **HK$62,250 thousand**[74](index=74&type=chunk) [Exchange Rate Fluctuation Risk](index=34&type=section&id=Exchange%20Rate%20Fluctuation%20Risk) The Group is primarily exposed to exchange rate fluctuations between RMB, HKD, and USD, but did not enter into any derivative contracts to hedge this risk during the period, continuously monitoring currency exposure - The Group's foreign exchange risk primarily arises from transactions denominated in currencies other than its functional currency, mainly RMB[75](index=75&type=chunk) - The Group did not enter into any derivative contracts to hedge this risk for the six months ended June 30, 2025[75](index=75&type=chunk) [Contingent Liabilities](index=35&type=section&id=Contingent%20Liabilities) The Group had no significant contingent liabilities as of June 30, 2025 - The Group had no significant contingent liabilities as at June 30, 2025[76](index=76&type=chunk) [Events After Reporting Period](index=35&type=section&id=Events%20After%20Reporting%20Period) No significant events occurred between June 30, 2025, and the date of this interim report - No significant events occurred between June 30, 2025, and the date of this interim report[77](index=77&type=chunk) [Capital Commitments](index=35&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group's capital commitments for plant and equipment, contracted but not provided for, amounted to approximately **HK$72 thousand** - As at June 30, 2025, the Group's capital commitments for plant and equipment, contracted but not provided for in the condensed consolidated financial information, amounted to approximately **HK$72 thousand**[78](index=78&type=chunk) [Employees and Remuneration Policy](index=35&type=section&id=Employees%20and%20Remuneration%20Policy) The Group employed approximately **530** employees as of June 30, 2025, providing competitive remuneration and career development opportunities based on responsibilities, experience, performance, and market practices - As at June 30, 2025, the Group employed approximately **530** employees (December 31, 2024: 680 employees)[79](index=79&type=chunk) - Employee remuneration is determined based on responsibilities, experience, performance, and market practices, with annual reviews of remuneration packages and discretionary bonuses[79](index=79&type=chunk) [Other Information](index=36&type=section&id=Other%20Information) This section covers disclosures regarding directors' and major shareholders' interests, securities transactions, corporate governance, and committee structures [Directors' Interests in Shares and Underlying Shares](index=36&type=section&id=Directors'%20Interests%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, no directors or chief executives held any disclosable interests or short positions in the company's shares, underlying shares, or debentures - As at June 30, 2025, no directors or chief executives of the company had any interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations that were required to be disclosed to the company and the Stock Exchange[80](index=80&type=chunk) [Major Shareholders' and Other Persons' Interests in Shares and Underlying Shares](index=37&type=section&id=Major%20Shareholders'%20and%20Other%20Persons'%20Interests%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, several major shareholders, including China CITIC Financial Asset Management Co., Ltd. and its affiliates, Wise Choice Ventures Limited, Gold Sail Limited, Ever Victory Limited, and Mr. Wong You Lung, held **67.50%** of the company's issued share capital, with Surplus Excel Limited and Ms. Lok Tsui Kwan holding **6.03%** Major Shareholders' and Other Persons' Interests in Shares and Underlying Shares (As at June 30) | Name | Capacity and Nature of Interest | Number of Ordinary Shares Held and Interests in Underlying Shares | Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | China CITIC Financial Asset Management Co., Ltd. | Charged Interest Held by Controlled Corporation | 3,511,000,000 | 67.50% | | China CITIC Financial Asset International Holdings Limited | Charged Interest Held by Controlled Corporation | 3,511,000,000 | 67.50% | | Right Select International Limited | Charged Interest Held by Controlled Corporation | 3,511,000,000 | 67.50% | | Wise Choice Ventures Limited | Charged Interest | 3,511,000,000 | 67.50% | | Gold Sail Limited | Beneficial Owner | 3,511,000,000 | 67.50% | | Ever Victory Limited | Beneficial Interest Held by Controlled Corporation | 3,511,000,000 | 67.50% | | Mr. Wong You Lung | Beneficial Interest Held by Controlled Corporation | 3,511,000,000 | 67.50% | | Ms. So Kit Yee | Receiver | 3,511,000,000 | 67.50% | | Ms. Lau Wan Man | Receiver | 3,511,000,000 | 67.50% | | Surplus Excel Limited | Beneficial Owner | 313,814,355 | 6.03% | | Ms. Lok Tsui Kwan | Beneficial Interest Held by Controlled Corporation | 313,814,355 | 6.03% | - Ms. So Kit Yee and Ms. Lau Wan Man of EY Corporate Finance Limited were appointed as joint and several receivers over **2,861,000,000** shares of the company and convertible bonds with a principal amount of **HK$74,100,000**[82](index=82&type=chunk) - Mr. Wong You Lung is the sole ultimate beneficial owner and sole director of Gold Sail Limited, indirectly holding **100%** of Gold Sail Limited's issued share capital through his wholly-owned company, Ever Victory Limited[83](index=83&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=39&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 2025 - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 2025[85](index=85&type=chunk) [Corporate Governance](index=39&type=section&id=Corporate%20Governance) The company complied with the Corporate Governance Code during the period, with a deviation where the Chairman and Chief Executive Officer roles are combined, which the Board believes provides strong and consistent leadership - The company complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules for the six months ended June 30, 2025[86](index=86&type=chunk) - The roles of Chairman and Chief Executive Officer are combined and held by Mr. Wong Hin Shing, which is a deviation from Code Provision C.2.1 of the Corporate Governance Code[86](index=86&type=chunk) - The Board believes this deviation is appropriate, providing strong and consistent leadership for the company and enabling effective and efficient planning and implementation of business decisions and strategies[86](index=86&type=chunk) [Standard Code for Securities Transactions by Directors](index=39&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The company adopted the Standard Code for Securities Transactions by Directors, and all directors confirmed compliance for the six months ended June 30, 2025 - The company has adopted the Standard Code set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions[87](index=87&type=chunk) - All directors confirmed their compliance with the required standards of the Standard Code for the six months ended June 30, 2025[87](index=87&type=chunk) [Audit Committee](index=40&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, reviewed the Group's accounting policies, auditing, internal controls, and financial reporting, including the unaudited condensed consolidated financial information - The Audit Committee comprises three independent non-executive directors: Mr. Ho Kwong Yu (Chairman), Mr. Sheng Baojun, and Ms. Lam Lam[88](index=88&type=chunk) - The Audit Committee reviewed the Group's accounting policies and practices with management and discussed auditing, internal controls, and financial reporting matters[88](index=88&type=chunk) [Remuneration Committee](index=40&type=section&id=Remuneration%20Committee) The Remuneration Committee, consisting of three independent non-executive directors, is responsible for formulating and recommending the Group's remuneration policies and structure for directors and senior management - The Remuneration Committee comprises three independent non-executive directors: Mr. Sheng Baojun (Chairman), Mr. Ho Kwong Yu, and Ms. Lam Lam[89](index=89&type=chunk) - The Remuneration Committee is primarily responsible for formulating and recommending to the Board all policies and structures regarding the remuneration of the Group's directors and senior management[89](index=89&type=chunk) [Nomination Committee](index=40&type=section&id=Nomination%20Committee) The Nomination Committee, composed of one executive director and three independent non-executive directors, met once to review the Board's structure, size, composition, independence of INEDs, and effectiveness of the board diversity policy - The Nomination Committee comprises one executive director, Mr. Wong Hin Shing (Chairman), and three independent non-executive directors[90](index=90&type=chunk) - The Nomination Committee met once during the interim period to review the Board's structure, size, and composition, assess the independence of independent non-executive directors, and examine the effectiveness of the board diversity policy[90](index=90&type=chunk) [Acknowledgements](index=41&type=section&id=Acknowledgements) The Board expresses gratitude to all Group employees for their contributions and commitment, and thanks shareholders, customers, suppliers, and business partners for their long-term support - The Board expresses its gratitude to all employees of the Group for their contributions and commitment[91](index=91&type=chunk) - The Board extends its sincere appreciation to shareholders, customers, suppliers, and business partners for their long-term support and dedication[91](index=91&type=chunk) [By Order of the Board](index=41&type=section&id=By%20Order%20of%20the%20Board) This interim report was issued by Mr. Wong Hin Shing, Chairman of the Board, on behalf of the Board of Directors on August 27, 2025 - This interim report was issued by Mr. Wong Hin Shing, Chairman of the Board, on **August 27, 2025**[92](index=92&type=chunk)

西安經發物業股份有限公 司 Xi'an Kingfar Property Services Co., Ltd. ( 於中華人民共和國註冊成立的股份有限公司 ) 股份代號 : 1354 2025 中 期 報 告 目錄 2 公司資料 4 管理層討論及分析 15 企業管治及其他資料 19 綜合損益及其他全面收益表 20 綜合財務狀況表 21 綜合權益變動表 22 綜合現金流量表 23 綜合財務報表附註 31 釋義 公司資料 董事會 執行董事 吳鎖正先生 （主席） 孫琦先生 成宏讓先生 非執行董事 趙軍平先生 楊剛先生 李凌霄女士 獨立非執行董事 薪酬委員會 曹陽先生 （主席） 姜力博士 李凌霄女士 提名委員會 林兆榮先生 姜力博士 曹陽先生 監事 李剛先生 白雄先生 耿何翔先生 聯席公司秘書 李修遠先生 梁瑞冰女士 授權代表 吳鎖正先生 梁瑞冰女士 審核委員會 林兆榮先生 （主席） 楊剛先生 曹陽先生 吳鎖正先生 （主席） 曹陽先生 姜力博士 中國總部 中國 陝西省西安市 經濟技術開發區 鳳城二路51 號 西安金融創新中心 3幢1單元10701室 中國註冊辦事處 中國 陝西省西安市 經濟技術開發區 鳳城二路51 號 ...