[Company Information](index=3&type=section&id=Company%20Information) This section provides key company registration details, board composition, committee members, key contacts, and auditors [Company Basic Information and Management](index=3&type=section&id=Company%20Basic%20Information%20and%20Management) This chapter outlines the company's registration details, board members (executive and independent non-executive directors), committee members, company secretary, authorized representatives, principal bankers, registered office, headquarters, legal counsel, share registrar, website, auditor, and compliance advisor - Mr. Sang Xianfeng serves as Chairman (Executive Director), and Mr. Xian Yurong serves as CEO (Executive Director); Ms. Liu Zhihong, Mr. Zeng Qingli, and Mr. Xie Huagang are Independent Non-Executive Directors[7](index=7&type=chunk) - Ms. Liu Zhihong chairs the Audit Committee, Mr. Xie Huagang chairs the Remuneration Committee, and Mr. Zeng Qingli chairs the Nomination Committee[7](index=7&type=chunk) - The company is registered in the Cayman Islands, with its headquarters and principal place of business in China located in Guangming District, Shenzhen, and its principal place of business in Hong Kong in Wan Chai[7](index=7&type=chunk) - Hong Kong legal counsel is Loeb & Loeb LLP, auditor is Crowe (HK) CPA Limited, and compliance advisor is Rich Harvest Capital Limited[8](index=8&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the company's business, financial performance, liquidity, capital resources, human resources, future outlook, and other relevant information [Business Review](index=5&type=section&id=Business%20Review) Zhong Shen Jian Ye Holdings Limited is a developing private general contracting construction enterprise in China, holding five Grade-A and six Grade-B construction contracting qualifications, offering comprehensive construction services, and consistently recognized as a "Shenzhen Top 500 Enterprise" - Provides construction services including building construction, municipal public works, foundation engineering, and specialized contracting, acting as either a general contractor or subcontractor[10](index=10&type=chunk) - Holds five Grade-A general contracting qualifications for building construction, municipal public works, foundation engineering, building mechanical and electrical installation, and building decoration, along with six Grade-B qualifications for petrochemical engineering, steel structure construction, and environmental construction[10](index=10&type=chunk) - Recognized as a "Shenzhen Top 500 Enterprise" for five consecutive years (2020-2024)[10](index=10&type=chunk) [Financial Review](index=5&type=section&id=Financial%20Review) The Group recorded a significant 46.9% decrease in revenue to RMB 201.3 million for the six months ended June 30, 2025, primarily due to fewer construction projects, resulting in a shift from profit to loss, also impacted by reduced gross profit and impairment losses on trade and other receivables and contract assets Total Revenue | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 201,276 | 379,026 | -46.9% | Loss/Profit for the Period | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | | :--- | :--- | :--- | | Loss/Profit for the Period | (11,810) | 335 | - The primary reasons for the loss were decreased revenue and gross profit, along with recognized impairment losses on trade and other receivables and contract assets[28](index=28&type=chunk) [Revenue](index=5&type=section&id=Revenue) For the six months ended June 30, 2025, the Group's revenue significantly decreased by 46.9% year-on-year to RMB 201.3 million, mainly due to fewer construction projects, with building construction and municipal public works revenue declining, while specialized contracting revenue substantially increased - Total revenue decreased by **46.9%** from approximately **RMB 379.0 million** in the same period of 2024 to approximately **RMB 201.3 million** in the same period of 2025[11](index=11&type=chunk) Revenue by Project Type | Project Type | Six Months Ended June 30, 2025 (RMB '000) | 2025 Share (%) | Six Months Ended June 30, 2024 (RMB '000) | 2024 Share (%) | | :--- | :--- | :--- | :--- | :--- | | Building Construction Projects | 103,518 | 51.4 | 246,900 | 65.1 | | Municipal Public Works Projects | 74,283 | 36.9 | 126,144 | 33.3 | | Foundation Engineering Projects | 2,009 | 1.0 | 2,412 | 0.6 | | Specialized Contracting Projects | 21,466 | 10.7 | 3,570 | 1.0 | | **Total** | **201,276** | **100.0** | **379,026** | **100.0** | [Building Construction Projects](index=6&type=section&id=Building%20Construction%20Projects) Building construction project revenue decreased significantly by 58.1% year-on-year to RMB 103.5 million, primarily due to some projects being completed or entering later stages in 2025, leading to reduced recognized revenue - Revenue from building construction projects decreased by approximately **RMB 143.4 million** or **58.1%** from approximately **RMB 246.9 million** in the same period of 2024 to approximately **RMB 103.5 million** in the same period of 2025[14](index=14&type=chunk) - The decrease was primarily due to some projects being completed or entering later stages of development in 2025[14](index=14&type=chunk) [Municipal Public Works Projects](index=6&type=section&id=Municipal%20Public%20Works%20Projects) Municipal public works project revenue decreased by 41.1% year-on-year to RMB 74.3 million, mainly due to some projects entering later stages of development and lower contract values for new projects in 2025 - Revenue from municipal public works projects decreased by approximately **RMB 51.9 million** or **41.1%** from approximately **RMB 126.1 million** in the same period of 2024 to approximately **RMB 74.3 million** in the same period of 2025[15](index=15&type=chunk) - The decrease was primarily due to some projects entering later stages of development in 2025 and lower contract values for new projects obtained in 2025[15](index=15&type=chunk) [Foundation Engineering Projects](index=6&type=section&id=Foundation%20Engineering%20Projects) Revenue from foundation engineering projects decreased slightly by 16.7% year-on-year to RMB 2.0 million - Revenue from foundation engineering projects decreased by approximately **RMB 0.4 million** or **16.7%** from approximately **RMB 2.4 million** in the same period of 2024 to approximately **RMB 2.0 million** in the same period of 2025[16](index=16&type=chunk) [Specialized Contracting Projects](index=6&type=section&id=Specialized%20Contracting%20Projects) Revenue from specialized contracting projects significantly increased by 501.3% year-on-year to RMB 21.5 million, primarily due to several projects with higher contract values initiated during the period - Revenue from specialized contracting projects significantly increased by approximately **RMB 17.9 million** or **501.3%** from approximately **RMB 3.6 million** in the same period of 2024 to approximately **RMB 21.5 million** in the same period of 2025[17](index=17&type=chunk) - The increase was primarily due to several projects with relatively higher contract values initiated during the six months ended June 30, 2025[17](index=17&type=chunk) [Cost of Revenue](index=6&type=section&id=Cost%20of%20Revenue) For the six months ended June 30, 2025, the cost of revenue decreased by 47.0% year-on-year to RMB 189.4 million, consistent with the decline in revenue due to fewer construction projects, with raw material costs and labor subcontracting costs being the main components Cost of Revenue by Nature | Indicator | Six Months Ended June 30, 2025 (RMB '000) | 2025 Share (%) | Six Months Ended June 30, 2024 (RMB '000) | 2024 Share (%) | | :--- | :--- | :--- | :--- | :--- | | Raw material costs | 100,513 | 53.1 | 146,025 | 40.9 | | Labor subcontracting costs | 52,939 | 27.9 | 118,278 | 33.1 | | Specialized construction subcontracting costs | 26,917 | 14.2 | 55,089 | 15.4 | | Equipment and machinery usage costs | 5,262 | 2.8 | 32,074 | 9.0 | | Other project costs | 3,804 | 2.0 | 5,887 | 1.6 | | **Total Cost of Revenue** | **189,435** | **100.0** | **357,353** | **100.0** | - Cost of revenue decreased by approximately **RMB 167.9 million** or **47.0%** year-on-year, consistent with the trend of decreasing revenue[20](index=20&type=chunk) [Gross Profit and Gross Margin](index=7&type=section&id=Gross%20Profit%20and%20Gross%20Margin) For the six months ended June 30, 2025, the Group's total gross profit decreased by 45.3% year-on-year to RMB 11.8 million, while the overall gross margin remained relatively stable at 5.9%, with building construction gross margin slightly increasing and municipal public works gross margin slightly decreasing Gross Profit and Gross Margin by Project Type | Indicator | Six Months Ended June 30, 2025 (RMB '000) | 2025 Gross Margin (%) | Six Months Ended June 30, 2024 (RMB '000) | 2024 Gross Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Building Construction Projects | 7,003 | 6.8 | 14,905 | 6.0 | | Municipal Public Works Projects | 3,509 | 4.7 | 6,433 | 5.1 | | Foundation Engineering Projects | 119 | 5.9 | 147 | 6.1 | | Specialized Contracting Projects | 1,210 | 5.6 | 188 | 5.3 | | **Total** | **11,841** | **5.9** | **21,673** | **5.7** | - Building construction gross margin increased from **6.0%** in the same period of 2024 to **6.8%** in the same period of 2025, primarily due to revenue recognition upon final settlement of some projects[21](index=21&type=chunk) - Municipal public works gross margin decreased from **5.1%** in the same period of 2024 to **4.7%** in the same period of 2025, primarily due to the commencement of several new projects with lower gross margins[22](index=22&type=chunk) [Administrative Expenses](index=8&type=section&id=Administrative%20Expenses) For the six months ended June 30, 2025, administrative expenses decreased by 2.9% year-on-year, mainly due to no listing expenses recognized during the period, partially offset by increased depreciation of property, plant, and equipment - Administrative expenses decreased by approximately **RMB 0.6 million** or **2.9%**[25](index=25&type=chunk) - The main reason was no listing expenses recognized during the current period, partially offset by increased depreciation of property, plant, and equipment[25](index=25&type=chunk) [Finance Costs](index=8&type=section&id=Finance%20Costs) For the six months ended June 30, 2025, finance costs increased, primarily due to higher interest expenses on bank borrowings and factoring, and reduced interest income from bank deposits Net Finance Costs | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | | :--- | :--- | :--- | | Finance income | 67 | 554 | | Finance costs | (1,234) | (698) | | **Net Finance Costs** | **(1,167)** | **(144)** | - The main reasons were increased interest expenses on bank borrowings and factoring, and decreased interest income from bank deposits[26](index=26&type=chunk) [Income Tax Credit/(Expense)](index=8&type=section&id=Income%20Tax%20Credit%2F%28Expense%29) For the six months ended June 30, 2025, the Group recorded an income tax credit of RMB 304 thousand, compared to an income tax expense of RMB 3,165 thousand in the prior year, primarily reflecting the loss incurred during the period - Income tax changed from an expense of **RMB 3,165 thousand** in the same period of 2024 to a credit of **RMB 304 thousand** in the same period of 2025[88](index=88&type=chunk) - China corporate income tax is calculated at **25%** of assessable profits[91](index=91&type=chunk) [Loss/Profit and Total Comprehensive Loss/Income for the Period](index=8&type=section&id=Loss%2FProfit%20and%20Total%20Comprehensive%20Loss%2FIncome%20for%20the%20Period) The Group shifted from a profit of RMB 0.3 million in the same period of 2024 to a loss of RMB 11.8 million in the same period of 2025, primarily due to the combined impact of decreased revenue and gross profit, as well as impairment losses on trade and other receivables and contract assets Loss/Profit for the Period | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | | :--- | :--- | :--- | | Loss/Profit and Total Comprehensive Loss/Income for the Period Attributable to Owners of the Company | (11,810) | 335 | - The main reasons were decreased revenue and gross profit, along with recognized impairment losses on trade and other receivables and contract assets[28](index=28&type=chunk) [Liquidity and Capital Resources](index=8&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the Group's cash and cash equivalents slightly increased, while bank borrowings significantly rose, leading to an increase in the gearing ratio from 11.8% to 13.6%; the Group remains in a net cash position with no net debt Cash and Cash Equivalents | Indicator | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Cash and cash equivalents | 99,683 | 96,653 | Bank Borrowings | Indicator | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Current bank borrowings | 69,600 | 33,000 | | Non-current bank borrowings | — | 23,300 | - The gearing ratio increased from **11.8%** as of December 31, 2024, to **13.6%** as of June 30, 2025[31](index=31&type=chunk)[79](index=79&type=chunk) [Cash Flows](index=8&type=section&id=Cash%20Flows) For the six months ended June 30, 2025, net cash outflow from operating activities significantly decreased, cash from investing activities shifted from outflow to inflow, net cash inflow from financing activities decreased, and cash and cash equivalents slightly increased at period-end Net Cash Flows | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | | :--- | :--- | :--- | | Net cash used in operating activities | (56,307) | (143,292) | | Net cash from/(used in) investing activities | 285 | (4,112) | | Net cash from financing activities | 59,097 | 104,407 | | **Net increase/(decrease) in cash and cash equivalents** | **3,075** | **(42,997)** | [Bank Borrowings](index=8&type=section&id=Bank%20Borrowings) As of June 30, 2025, the Group's current bank borrowings increased to RMB 69.6 million, with no non-current bank borrowings; most borrowings bear fixed interest rates and are primarily used for working capital - Total bank borrowings were **RMB 69.6 million** as of June 30, 2025, compared to **RMB 56.4 million** as of December 31, 2024[105](index=105&type=chunk) - The structure of borrowings changed, with current bank borrowings increasing from **RMB 33.0 million** to **RMB 69.6 million**, and non-current bank borrowings decreasing from **RMB 23.3 million** to zero[30](index=30&type=chunk)[105](index=105&type=chunk) - Effective interest rates ranged from **2.65% to 3%** (December 31, 2024: 3% to 4.5%)[105](index=105&type=chunk) - Approximately **RMB 40.0 million** of bank borrowings are guaranteed by Mr. Sang and Mr. Xian, and secured by land and buildings[39](index=39&type=chunk)[105](index=105&type=chunk) [Gearing Ratio](index=8&type=section&id=Gearing%20Ratio) As of June 30, 2025, the gearing ratio increased to 13.6%, reflecting an increase in total borrowings relative to total equity - The ratio was **13.6%** as of June 30, 2025, compared to **11.8%** as of December 31, 2024[31](index=31&type=chunk)[79](index=79&type=chunk) [Net Debt to Equity Ratio](index=9&type=section&id=Net%20Debt%20to%20Equity%20Ratio) As of June 30, 2025, and December 31, 2024, the Group was in a net cash position, thus the net debt to equity ratio is not applicable - The Group was in a net cash position on both dates, thus the net debt to equity ratio is not applicable[33](index=33&type=chunk) [Prepayments to Suppliers](index=9&type=section&id=Prepayments%20to%20Suppliers) The Group's prepayments to suppliers are primarily for raw materials and labor subcontracting, ensuring timely payments to workers - Prepayments are primarily for raw material suppliers and labor subcontractors[34](index=34&type=chunk) - The policy is to maintain prepayments to fixed labor subcontractors based on an agreed percentage[34](index=34&type=chunk) [Treasury Management](index=9&type=section&id=Treasury%20Management) The Group manages treasury by continuously reviewing trade receivables and overdue balances, and closely monitoring its liquidity position to ensure funding needs are met and liquidity risks are controlled - Management continuously and closely reviews trade receivables balances and any overdue balances, and only trades with reputable parties[35](index=35&type=chunk) - Closely monitors the Group's liquidity position to ensure that the liquidity structure of assets, liabilities, and commitments can meet its funding requirements[35](index=35&type=chunk) [Capital Expenditure and Commitments](index=9&type=section&id=Capital%20Expenditure%20and%20Commitments) For the six months ended June 30, 2025, the Group incurred no capital expenditure, but capital commitments remained at RMB 5.0 million - No capital expenditure was incurred in the first half of 2025 (first half of 2024: **RMB 4.6 million**)[36](index=36&type=chunk)[97](index=97&type=chunk) - Capital commitments were approximately **RMB 5.0 million** as of June 30, 2025, consistent with December 31, 2024[37](index=37&type=chunk)[106](index=106&type=chunk) [Foreign Exchange Risk](index=9&type=section&id=Foreign%20Exchange%20Risk) The Group primarily operates in RMB and does not face significant foreign exchange risk; it currently does not use financial instruments for hedging, but management will continue to monitor the situation - Most income and expenses are denominated in **RMB**, with a small portion of expenses denominated in **HKD**[38](index=38&type=chunk) - No significant foreign exchange risk is expected[38](index=38&type=chunk) - Currently, no financial instruments are used for hedging, but management will continue to monitor and consider hedging when necessary[38](index=38&type=chunk) [Pledge of Assets](index=9&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, land and buildings with a net book value of approximately RMB 43.6 million were pledged as security for certain interest-bearing bank borrowings - Land and buildings with a net book value of approximately **RMB 43.6 million** have been pledged[39](index=39&type=chunk) - Pledged as security for certain interest-bearing bank borrowings[39](index=39&type=chunk) [Human Resources](index=10&type=section&id=Human%20Resources) As of June 30, 2025, the Group had 244 employees, all located in China, maintaining good employee relations, offering competitive compensation and training, and providing comprehensive welfare plans - As of June 30, 2025, there were **244 employees**, all located in China[40](index=40&type=chunk) - Total employee costs for the first half of 2025 were approximately **RMB 13.1 million** (first half of 2024: **RMB 12.7 million**)[40](index=40&type=chunk) - Provides basic medical insurance, unemployment insurance, and other related insurances in accordance with Chinese laws and regulations[40](index=40&type=chunk) [Prospects](index=10&type=section&id=Prospects) Driven by favorable policies such as China's "14th Five-Year Plan" and Guangdong Province's construction industry development plan, demand for construction services is expected to continue growing, and the Group plans to leverage its experience to seize opportunities by consolidating and expanding its construction service offerings and increasing market share - Infrastructure construction will accelerate, driven by the "14th Five-Year Plan for National Economic and Social Development (2021–2025)" and Guangdong Province's Five-Year Development Plan for the Construction Industry[41](index=41&type=chunk) - The total output value of Guangdong Province's construction market is expected to continue growing at a compound annual growth rate of approximately **5% to 8%**[41](index=41&type=chunk) - The company's strategy is to leverage its extensive experience and knowledge to consolidate and expand its construction service offerings and increase market share[41](index=41&type=chunk) [Plans for Material Investments or Capital Asset Acquisitions in the Future](index=10&type=section&id=Plans%20for%20Material%20Investments%20or%20Capital%20Asset%20Acquisitions%20in%20the%20Future) The company plans to use approximately RMB 27.7 million of net proceeds from new share subscriptions for potential acquisitions of one or more construction companies with municipal public works qualifications, but as of the interim report date, no agreements have been entered into or specific targets identified - Plans to use approximately **RMB 27.7 million** for the potential acquisition of one or more construction companies with municipal public works related qualifications and licenses[42](index=42&type=chunk) - As of the interim report date, no letters of intent or legally binding agreements have been entered into, nor have any definite acquisition targets been identified[42](index=42&type=chunk) [Contingent Liabilities](index=10&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[43](index=43&type=chunk) [Use of Proceeds from Share Issue](index=11&type=section&id=Use%20of%20Proceeds%20from%20Share%20Issue) The Group disclosed the use of net proceeds of RMB 77.3 million from its initial public offering and RMB 47.2 million from new share subscriptions under general mandate, with some funds utilized as planned and others pending use Use of Proceeds from Initial Public Offering (RMB million) | Use | Allocation per Prospectus | Utilized as of June 30, 2025 | Unutilized as of June 30, 2025 | Expected Timetable for Unutilized Proceeds | | :--- | :--- | :--- | :--- | :--- | | Funding capital requirements and cash flow for certain projects | 35.3 | 35.3 | — | Not applicable | | Acquisition of equipment and machinery | 31.9 | — | 31.9 | Before December 31, 2025 | | Recruitment of additional staff | 5.4 | 1.3 | 4.1 | Before December 31, 2026 | | Working capital and other general corporate purposes | 4.7 | 4.7 | — | Not applicable | | **Total** | **77.3** | **41.3** | **36.0** | | Use of Proceeds from Subscription of New Shares under General Mandate (RMB million) | Use | Net Proceeds | Utilized as of June 30, 2025 | Unutilized as of June 30, 2025 | Expected Timetable for Unutilized Proceeds | | :--- | :--- | :--- | :--- | :--- | | Potential acquisition of construction companies | 27.7 | — | 27.7 | Before December 31, 2025 | | General working capital | 19.5 | 19.5 | — | Not applicable | | **Total** | **47.2** | **19.5** | **27.7** | | [Interim Dividend](index=12&type=section&id=Interim%20Dividend) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Directors do not recommend the payment of any interim dividend[47](index=47&type=chunk) [Events After the Reporting Period](index=12&type=section&id=Events%20After%20the%20Reporting%20Period) Subsequent to the reporting period, on July 2, 2025, the company entered into agreements with six subscribers for the subscription of a total of 123,552,000 shares at HKD 0.61 per share, which was completed on July 17, 2025 - On July 2, 2025, the company entered into agreements with six subscribers for the subscription of a total of **123,552,000 shares** at **HKD 0.61** per share[48](index=48&type=chunk) - The subscription was completed on July 17, 2025[48](index=48&type=chunk) [Corporate Governance and Other Information](index=13&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section covers the company's corporate governance practices, directors' securities dealing standards, interests of directors and major shareholders, competitive interests, compliance advisor interests, and other significant corporate events [Corporate Governance Practices](index=13&type=section&id=Corporate%20Governance%20Practices) The Board believes that good corporate governance is driven by top management and diligently implemented and supervised in daily operations, and the company has complied with the Corporate Governance Code in Appendix C1 Part 2 of the Listing Rules - The Board has reviewed the company's corporate governance practices and is satisfied that the company has complied with the principles and code provisions set out in the Corporate Governance Code in Appendix C1 Part 2 of the Listing Rules[51](index=51&type=chunk) [Standard Code for Securities Transactions by Directors](index=13&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The company has adopted a code of conduct for directors' securities transactions no less stringent than the Standard Code in Appendix C3 of the Listing Rules and confirms that all directors have complied with it during the reporting period - The company has adopted a code of conduct for directors' securities transactions, the terms of which are no less stringent than the Standard Code in Appendix C3 of the Listing Rules[52](index=52&type=chunk) - All Directors confirmed compliance with the Standard Code for the six months ended June 30, 2025[52](index=52&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures](index=13&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%2C%20and%20Debentures) As of June 30, 2025, Mr. Sang Xianfeng and Mr. Xian Yurong held company shares through controlled corporations, representing 46.00% and 11.50% of the total share capital, respectively Directors' Shareholdings | Director's Name | Capacity | Number of Shares (1) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Sang Xianfeng | Interest of controlled corporation | 284,172,240 (L)(2) | 46.00% | | Mr. Xian Yurong | Interest of controlled corporation | 71,040,560 (L)(3) | 11.50% | [Major Shareholders' Interests and Short Positions in the Company's Shares and Underlying Shares](index=14&type=section&id=Major%20Shareholders%27%20Interests%20and%20Short%20Positions%20in%20the%20Company%27s%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, Zhong Shen Heng Tai and Zhong Shen Chi Tai were major shareholders of the company, holding 46.00% and 11.50% of the shares, respectively, and Ms. Jin Wei was deemed to hold Mr. Xian Yurong's share interest due to spousal relationship Major Shareholders' Shareholdings | Major Shareholder's Name | Capacity | Number of Shares (1) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Zhong Shen Heng Tai | Beneficial owner | 284,172,240 (L) | 46.00% | | Zhong Shen Chi Tai | Beneficial owner | 71,040,560 (L) | 11.50% | | Ms. Jin Wei | Interest of spouse | 71,040,560 (L)(2) | 11.50% | [Competing Interests](index=15&type=section&id=Competing%20Interests) As of the reporting date, none of the controlling shareholders, directors, or their close associates held any interests in businesses that compete with the Group's business - None of the controlling shareholders, directors, or their respective close associates held any interests in any business that directly or indirectly competes or may compete with the Group's business[60](index=60&type=chunk) [Compliance Advisor's Interests](index=15&type=section&id=Compliance%20Advisor%27s%20Interests) Other than the compliance advisor agreement with the company, the compliance advisor or its directors, employees, or close associates have no other interests in the company that need to be disclosed - Neither the compliance advisor nor its directors, employees, or close associates have any interests in the company that need to be disclosed to the company[61](index=61&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=15&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For 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 - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[62](index=62&type=chunk) [Material Acquisitions and Disposals](index=15&type=section&id=Material%20Acquisitions%20and%20Disposals) For the six months ended June 30, 2025, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures - There were no material acquisitions or disposals of subsidiaries, associates, or joint ventures[63](index=63&type=chunk) [Material Investments](index=15&type=section&id=Material%20Investments) As of June 30, 2025, the Group had no material investments - As of June 30, 2025, the Group had no material investments[64](index=64&type=chunk) [Audit Committee](index=15&type=section&id=Audit%20Committee) The Audit Committee's primary responsibilities include reviewing and overseeing financial reporting, internal controls, and risk management systems, and it has reviewed the Group's unaudited condensed consolidated interim financial statements for the six months ended June 30, 2025 - Its primary responsibilities include reviewing and overseeing the Group's financial reporting process, internal control and risk management systems, and communicating with external auditors on audit strategy[65](index=65&type=chunk) - It has reviewed the Group's unaudited condensed consolidated interim financial statements for the six months ended June 30, 2025, and this interim report[65](index=65&type=chunk) [Unaudited Condensed Consolidated Statement of Comprehensive Income](index=16&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) This statement presents the Group's financial performance, showing a significant 46.9% decrease in revenue, leading to reduced gross profit and a shift from profit to a loss of RMB 11.8 million for the six months ended June 30, 2025, primarily due to impairment losses on trade and other receivables and contract assets [Overview of Statement of Comprehensive Income](index=16&type=section&id=Overview%20of%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's revenue significantly decreased by 46.9%, leading to reduced gross profit and a shift from profit in the prior year to a loss of RMB 11.8 million, influenced by impairment losses on trade and other receivables and contract assets Key Financial Data | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | | :--- | :--- | :--- | | Revenue | 201,276 | 379,026 | | Cost of revenue | (189,435) | (357,353) | | Gross profit | 11,841 | 21,673 | | Administrative expenses | (19,587) | (20,164) | | Impairment (loss)/reversal on trade and other receivables and contract assets | (2,908) | 2,274 | | Operating (loss)/profit | (10,947) | 3,644 | | Net finance costs | (1,167) | (144) | | (Loss)/profit before income tax | (12,114) | 3,500 | | Income tax credit/(expense) | 304 | (3,165) | | **(Loss)/profit and total comprehensive (loss)/income for the period attributable to owners of the Company** | **(11,810)** | **335** | | Basic (loss)/earnings per share (RMB cents) | (1.98) | 0.07 | [Unaudited Condensed Consolidated Statement of Financial Position](index=17&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This statement presents the Group's financial position, showing a slight decrease in total assets mainly due to reduced contract assets, a decrease in total liabilities driven by lower trade and other payables but increased bank borrowings, and an increase in total equity as of June 30, 2025 [Overview of Statement of Financial Position](index=17&type=section&id=Overview%20of%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets slightly decreased, primarily due to reduced contract assets; total liabilities also decreased, mainly from a significant reduction in trade and other payables, despite an increase in bank borrowings; total equity, however, increased Key Financial Data | Indicator | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | **Assets** | | | | Total non-current assets | 68,817 | 70,844 | | Total current assets | 1,521,851 | 1,577,284 | | **Total Assets** | **1,590,668** | **1,648,128** | | **Equity** | | | | Share capital | 5,632 | 4,681 | | Other reserves | 478,450 | 432,164 | | Retained earnings | 27,321 | 39,131 | | **Total Equity** | **511,403** | **475,976** | | **Liabilities** | | | | Total non-current liabilities | 110 | 23,389 | | Total current liabilities | 1,079,155 | 1,148,763 | | **Total Liabilities** | **1,079,265** | **1,172,152** | - Contract assets decreased from approximately **RMB 1,016.7 million** as of December 31, 2024, to approximately **RMB 980.3 million** as of June 30, 2025[68](index=68&type=chunk) - Trade and other payables decreased from approximately **RMB 1,104.5 million** as of December 31, 2024, to approximately **RMB 953.9 million** as of June 30, 2025[69](index=69&type=chunk) [Unaudited Condensed Consolidated Statement of Changes in Equity](index=19&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement outlines the changes in the Group's equity, showing an increase in total equity from RMB 475.9 million at the beginning of the period to RMB 511.4 million as of June 30, 2025, primarily driven by an increase in share capital and other reserves from new share issuance, despite a loss incurred during the period [Overview of Changes in Equity](index=19&type=section&id=Overview%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, the Group's total equity increased from RMB 475.9 million at January 1, 2025, to RMB 511.4 million, primarily driven by an increase in share capital and other reserves from new share issuance, despite a loss of RMB 11.8 million incurred during the period - Total equity increased from **RMB 475,976 thousand** as of January 1, 2025, to **RMB 511,403 thousand** as of June 30, 2025[71](index=71&type=chunk) - Key drivers included an increase in share capital of **RMB 951 thousand** and other reserves of **RMB 46,611 thousand** due to new share issuance, offsetting the loss for the period of **RMB 11,810 thousand**[71](index=71&type=chunk) - In the first half of 2025, **102,960,000 shares** were issued, increasing share capital by **RMB 951 thousand**[101](index=101&type=chunk) [Unaudited Condensed Consolidated Statement of Cash Flows](index=20&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This statement presents the Group's cash flows, showing a significant narrowing of net cash outflow from operating activities, a shift from outflow to inflow in investing activities, a decrease in net cash inflow from financing activities, and a net increase of RMB 3.1 million in cash and cash equivalents for the six months ended June 30, 2025 [Overview of Statement of Cash Flows](index=20&type=section&id=Overview%20of%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, the Group's net cash outflow from operating activities significantly narrowed, cash from investing activities shifted from outflow to inflow, net cash inflow from financing activities decreased, resulting in a net increase of RMB 3.1 million in cash and cash equivalents Cash Flow Overview | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | | :--- | :--- | :--- | | Net cash used in operating activities | (56,307) | (143,292) | | Net cash from/(used in) investing activities | 285 | (4,112) | | Net cash from financing activities | 59,097 | 104,407 | | **Net increase/(decrease) in cash and cash equivalents** | **3,075** | **(42,997)** | | Cash and cash equivalents at end of period | 99,683 | 105,108 | - Net cash used in operating activities significantly improved from **(RMB 143,292 thousand)** in the same period of 2024 to **(RMB 56,307 thousand)** in the same period of 2025[72](index=72&type=chunk) - Cash flow from financing activities included proceeds from bank borrowings of **RMB 69,535 thousand** and proceeds from share issuance of **RMB 47,562 thousand**[72](index=72&type=chunk) [Notes to the Unaudited Condensed Consolidated Interim Financial Statements](index=21&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section provides detailed notes explaining the basis of preparation, accounting policies, estimates, financial risk management, segment information, expenses, finance costs, income tax, earnings per share, dividends, property, plant and equipment, contract assets, trade receivables, prepayments, share capital, reserves, trade and other payables, bank borrowings, commitments, related party transactions, and contingent events [1 General Information](index=21&type=section&id=1%20General%20Information) Zhong Shen Jian Ye Holdings Limited was incorporated in the Cayman Islands in 2021 as an investment holding company, primarily engaged in construction services in China, with its shares listed on the Main Board of the Hong Kong Stock Exchange on January 9, 2024 - Incorporated as an exempted company in the Cayman Islands on February 2, 2021[73](index=73&type=chunk) - The Group is principally engaged in providing construction services in China[73](index=73&type=chunk) - The company's shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited on January 9, 2024[74](index=74&type=chunk) [2 Basis of Preparation and Accounting Policies](index=21&type=section&id=2%20Basis%20of%20Preparation%20and%20Accounting%20Policies) The unaudited condensed consolidated interim financial statements are prepared in accordance with HKAS 34 and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024; the accounting policies adopted are consistent with the prior year, and new standards and amendments have no material impact on the current period - Prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting"[75](index=75&type=chunk) - The accounting policies adopted are consistent with those contained in the consolidated financial statements for the year ended December 31, 2024[75](index=75&type=chunk) - New standards and amendments issued by the Hong Kong Institute of Certified Public Accountants have no material impact on the preparation or presentation of the Group's results and financial position for the current or prior periods[75](index=75&type=chunk) [3 Estimates](index=22&type=section&id=3%20Estimates) The preparation of interim financial statements requires the use of accounting estimates and management judgments, which are based on past experience and expectations of future events, consistent with the methods used for the annual consolidated financial statements - The preparation of financial statements requires the use of accounting estimates, and management needs to make judgments in applying accounting policies[76](index=76&type=chunk) - Assessments are based on past experience and other factors, including expectations of future events[76](index=76&type=chunk) [4 Financial Risk Management](index=22&type=section&id=4%20Financial%20Risk%20Management) The Group faces liquidity, credit, and market risks, with its risk management program designed to minimize adverse effects; risk management policies have not changed since December 31, 2024, and capital is managed by monitoring the gearing ratio, which was 13.6% at period-end - Types of risks include liquidity risk, credit risk, and market risk[77](index=77&type=chunk) - The Group's risk management policies have not changed since the year ended December 31, 2024[78](index=78&type=chunk) [4.1 Financial Risk Factors](index=22&type=section&id=4.1%20Financial%20Risk%20Factors) The Group's activities are exposed to liquidity risk, credit risk, and market risk, with the overall risk management program aiming to mitigate potential adverse effects from financial market unpredictability - Principal risks include liquidity risk, credit risk, and market risk[77](index=77&type=chunk) - Management objectives focus on the unpredictability of financial markets and seek to minimize potential adverse effects on the Group's financial performance[77](index=77&type=chunk) [4.2 Capital Management](index=22&type=section&id=4.2%20Capital%20Management) The Group manages capital by monitoring its gearing ratio, aiming to safeguard its ability to continue as a going concern and maintain an optimal capital structure; as of June 30, 2025, the gearing ratio was 13.6% - Management objectives are to safeguard the Group's ability to continue as a going concern, provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital[79](index=79&type=chunk) - The gearing ratio was approximately **13.6%** as of June 30, 2025 (December 31, 2024: **11.8%**)[79](index=79&type=chunk) [4.3 Fair Value Estimation](index=22&type=section&id=4.3%20Fair%20Value%20Estimation) The carrying amounts of the Group's financial assets and financial liabilities approximate their fair values - The carrying amounts of financial assets and financial liabilities approximate their fair values[80](index=80&type=chunk) [5 Revenue and Segment Information](index=23&type=section&id=5%20Revenue%20and%20Segment%20Information) As an investment holding company, the company's subsidiaries are primarily engaged in providing construction services, which the directors have identified as a single operating segment, with all revenue derived from external customers in mainland China - The Group has one operating segment, which is the provision of construction services[82](index=82&type=chunk) - All revenue is derived from external customers in mainland China[85](index=85&type=chunk) - The Group recognizes all revenue over time[84](index=84&type=chunk) [6 Expenses by Nature](index=24&type=section&id=6%20Expenses%20by%20Nature) This chapter details various expenses included in cost of revenue and administrative expenses, with raw materials and consumables, employee benefit expenses, and labor subcontracting costs being the main components Expense Details | Expense Item | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | | :--- | :--- | :--- | | Raw materials and consumables used | 100,513 | 146,025 | | Employee benefit expenses and labor subcontracting costs | 66,050 | 131,015 | | Specialized construction subcontracting costs | 26,917 | 55,089 | | Equipment and machinery usage costs | 5,262 | 32,074 | | Depreciation and amortization expenses | 2,614 | 1,910 | | Listing expenses | — | 1,563 | | **Total** | **209,022** | **377,517** | [7 Net Finance Costs](index=25&type=section&id=7%20Net%20Finance%20Costs) For the six months ended June 30, 2025, the Group's net finance costs were RMB (1,167) thousand, a significant increase from RMB (144) thousand in the prior year, primarily due to higher interest expenses on factoring and bank borrowings Net Finance Costs | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | | :--- | :--- | :--- | | Interest income from bank deposits | 67 | 554 | | Factoring interest expense | (290) | (32) | | Bank borrowing interest expense | (939) | (652) | | Lease liabilities interest expense | (5) | (14) | | **Net Finance Costs** | **(1,167)** | **(144)** | [8 Income Tax Credit/(Expense)](index=25&type=section&id=8%20Income%20Tax%20Credit%2F%28Expense%29) For the six months ended June 30, 2025, the Group recorded an income tax credit of RMB 304 thousand, compared to an income tax expense of RMB 3,165 thousand in the prior year, primarily reflecting the loss incurred during the period, with mainland China operations subject to a 25% corporate income tax rate - Income tax changed from an expense of **RMB 3,165 thousand** in the same period of 2024 to a credit of **RMB 304 thousand** in the same period of 2025[88](index=88&type=chunk) - China corporate income tax rate is calculated at **25%** of assessable profits[91](index=91&type=chunk) - No provision for Hong Kong profits tax was made due to no estimated assessable profits subject to Hong Kong profits tax[90](index=90&type=chunk) [(a) Cayman Islands and British Virgin Islands Income Tax](index=25&type=section&id=%28a%29%20Cayman%20Islands%20and%20British%20Virgin%20Islands%20Income%20Tax) Member companies of the Group incorporated in the Cayman Islands and British Virgin Islands are exempt from any income tax - Member companies incorporated in the Cayman Islands and British Virgin Islands are not subject to any income tax[89](index=89&type=chunk) [(b) Hong Kong Profits Tax](index=25&type=section&id=%28b%29%20Hong%20Kong%20Profits%20Tax) For the six months ended June 30, 2025, and 2024, the Group did not generate estimated assessable profits subject to Hong Kong profits tax, thus no related provision was made - No provision for Hong Kong profits tax was made due to no estimated assessable profits subject to Hong Kong profits tax[90](index=90&type=chunk) [(c) China Corporate Income Tax](index=26&type=section&id=%28c%29%20China%20Corporate%20Income%20Tax) The Group's provision for income tax on its mainland China operations is calculated at 25% of assessable profits in accordance with relevant current laws - Calculated at **25%** of assessable profits[91](index=91&type=chunk) [(d) China Withholding Income Tax](index=26&type=section&id=%28d%29%20China%20Withholding%20Income%20Tax) The Group has not made any provision for withholding income tax on the undistributed earnings of its Chinese subsidiaries, as it has no plans to distribute these earnings in the foreseeable future - No withholding income tax has been provided as the Group has no plans to distribute undistributed earnings from mainland China in the foreseeable future[92](index=92&type=chunk) [9 Loss/Earnings Per Share](index=26&type=section&id=9%20Loss%2FEarnings%20Per%20Share) For the six months ended June 30, 2025, the Group's basic loss per share was RMB 1.98 cents, compared to basic earnings per share of RMB 0.07 cents in the prior year; diluted loss/earnings per share are the same as basic loss/earnings per share due to no dilutive potential shares Basic Loss/Earnings Per Share | Indicator | Six Months Ended June 30, 2025 (RMB cents) | Six Months Ended June 30, 2024 (RMB cents) | | :--- | :--- | :--- | | Basic (loss)/earnings per share | (1.98) | 0.07 | [(a) Basic Loss/Earnings Per Share](index=26&type=section&id=%28a%29%20Basic%20Loss%2FEarnings%20Per%20Share) Basic loss/earnings per share is calculated by dividing the Group's loss/profit attributable to owners of the company by the weighted average number of ordinary shares outstanding during the period - Calculated by dividing the Group's loss/profit attributable to owners of the company by the weighted average number of ordinary shares outstanding during the period[93](index=93&type=chunk) [(b) Diluted Loss/Earnings Per Share](index=27&type=section&id=%28b%29%20Diluted%20Loss%2FEarnings%20Per%20Share) As there were no outstanding dilutive potential shares as of June 30, 2025, and 2024, diluted loss/earnings per share are equal to basic loss/earnings per share - Diluted loss/earnings per share are equal to basic loss/earnings per share as there were no outstanding dilutive potential shares[95](index=95&type=chunk) [10 Dividends](index=27&type=section&id=10%20Dividends) For the six months ended June 30, 2025, the company neither paid nor declared any dividends - For the six months ended June 30, 2025, the company neither paid nor declared any dividends[96](index=96&type=chunk) [11 Property, Plant and Equipment](index=27&type=section&id=11%20Property%2C%20Plant%20and%20Equipment) For the six months ended June 30, 2025, the Group incurred no capital expenditure, compared to RMB 4.6 million in the prior year - No capital expenditure was incurred in the first half of 2025 (first half of 2024: **RMB 4,616 thousand**)[97](index=97&type=chunk) [12 Contract Assets and Trade Receivables](index=27&type=section&id=12%20Contract%20Assets%20and%20Trade%20Receivables) As of June 30, 2025, the total of contract assets and trade receivables slightly decreased; contract assets primarily comprise unbilled revenue and retention money, while the aging structure of trade receivables shows a decrease in current amounts and an increase in amounts over one year - Total contract assets were **RMB 980,253 thousand** as of June 30, 2025, compared to **RMB 1,016,678 thousand** as of December 31, 2024[98](index=98&type=chunk) - Total trade receivables were **RMB 241,175 thousand** as of June 30, 2025, compared to **RMB 240,360 thousand** as of December 31, 2024[99](index=99&type=chunk) [(a) Contract Assets](index=27&type=section&id=%28a%29%20Contract%20Assets) Contract assets primarily consist of unbilled revenue and retention money, totaling RMB 980.3 million as of June 30, 2025, a decrease from the beginning of the period Composition of Contract Assets | Item | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Unbilled revenue | 925,150 | 949,284 | | Retention money | 77,359 | 90,295 | | Less: Impairment provision for contract assets | (22,256) | (22,901) | | **Total** | **980,253** | **1,016,678** | - Unbilled revenue is initially recognized for revenue earned from providing construction services, which can be invoiced and reclassified as trade receivables upon client acceptance[98](index=98&type=chunk) [(b) Trade Receivables](index=28&type=section&id=%28b%29%20Trade%20Receivables) As of June 30, 2025, net trade receivables amounted to RMB 241.2 million; the aging analysis shows a decrease in amounts within one year and an increase in amounts between one to two years and over two years - Net trade receivables were **RMB 241,175 thousand** as of June 30, 2025, compared to **RMB 240,360 thousand** as of December 31, 2024[99](index=99&type=chunk) Aging Analysis of Trade Receivables | Aging | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Within 1 year | 136,381 | 177,332 | | 1 to 2 years | 82,311 | 43,179 | | Over 2 years | 35,284 | 29,097 | | **Total** | **253,976** | **249,608** | [13 Deposits, Other Receivables, Prepayments and Amounts Due from Related Parties](index=29&type=section&id=13%20Deposits%2C%20Other%20Receivables%2C%20Prepayments%20and%20Amounts%20Due%20from%20Related%20Parties) As of June 30, 2025, prepayments to suppliers decreased, while amounts due from other third parties significantly increased; amounts due from related parties remained stable Composition of Deposits, Other Receivables, Prepayments and Amounts Due from Related Parties | Item | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Prepayments to suppliers | 163,317 | 190,869 | | Deposits | 4,352 | 3,967 | | Amounts due from other third parties | 25,095 | 5,343 | | Less: Impairment provision for other receivables | (2,051) | (2,051) | | **Subtotal** | **190,713** | **198,128** | | Amounts due from related parties | 443 | 443 | | **Total** | **191,156** | **198,571** | - Amounts due from related parties are unsecured, interest-free, and repayable on demand[100](index=100&type=chunk) [14 Share Capital](index=30&type=section&id=14%20Share%20Capital) As of June 30, 2025, the company's issued share capital increased to 617,760,000 shares with a par value of RMB 5,632 thousand, primarily due to the issuance of 102,960,000 new shares completed in February 2025 Issued Share Capital | Date | Number of Ordinary Shares | Share Capital (RMB '000) | | :--- | :--- | :--- | | January 1, 2025 | 514,800,000 | 4,681 | | Shares issued | 102,960,000 | 951 | | **June 30, 2025** | **617,760,000** | **5,632** | - An agreement was entered into on January 10, 2025, for the subscription of **102,960,000 shares** at **HKD 0.50** per share, completed on February 6, 2025[101](index=101&type=chunk) [15 Other Reserves and Retained Earnings](index=31&type=section&id=15%20Other%20Reserves%20and%20Retained%20Earnings) As of June 30, 2025, the Group's total other reserves and retained earnings amounted to RMB 505.8 million; during the period, share premium increased due to share issuance, but retained earnings decreased due to the loss incurred - Total reserves and earnings were **RMB 505,771 thousand** as of June 30, 2025[102](index=102&type=chunk) - Share premium increased by **RMB 46,611 thousand** due to share issuance[102](index=102&type=chunk) - Retained earnings decreased by **RMB 11,810 thousand** due to the loss for the period[102](index=102&type=chunk) - Entities incorporated in China are required to transfer **10%** of their annual statutory net profit to a statutory surplus reserve fund[102](index=102&type=chunk) [16 Trade and Other Payables](index=32&type=section&id=16%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables amounted to RMB 953.9 million, a decrease from the beginning of the period; the aging structure of trade payables shows a significant decrease in amounts within one year and an increase in amounts over one year - Total amounted to **RMB 953,902 thousand** as of June 30, 2025, compared to **RMB 1,104,475 thousand** as of December 31, 2024[103](index=103&type=chunk) [(a) Trade Payables](index=32&type=section&id=%28a%29%20Trade%20Payables) As of June 30, 2025, total trade payables amounted to RMB 935.1 million; the aging analysis shows that amounts within one year decreased from 26.2% as of December 31, 2024, to 13.8%, while amounts between one to two years and over two years both increased Aging Analysis of Trade Payables | Aging | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Within 1 year | 129,255 | 284,479 | | 1 to 2 years | 388,539 | 369,326 | | Over 2 years | 417,281 | 432,484 | | **Total** | **935,075** | **1,086,289** | [(b) Other Payables and Accrued Expenses](index=32&type=section&id=%28b%29%20Other%20Payables%20and%20Accrued%20Expenses) As of June 30, 2025, total other payables and accrued expenses amounted to RMB 18.8 million, with accrued taxes and surcharges, accrued employee benefits, and customer advances being the main components Composition of Other Payables and Accrued Expenses | Item | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Accrued taxes and surcharges | 5,349 | 1,908 | | Accrued employee benefits | 5,888 | 3,975 | | Customer advances | 3,000 | 3,000 | | Other operating payables and accrued expenses | 4,590 | 9,303 | | **Total** | **18,827** | **18,186** | - Customer advances are unsecured, interest-free, and payable upon project completion[104](index=104&type=chunk) [17 Bank Borrowings](index=33&type=section&id=17%20Bank%20Borrowings) As of June 30, 2025, the Group's total bank borrowings increased to RMB 69.6 million, all of which are current borrowings due within one year; most borrowings are at fixed interest rates and secured by related party guarantees and pledged land and buildings - Total bank borrowings were **RMB 69,582 thousand** as of June 30, 2025, compared to **RMB 56,354 thousand** as of December 31, 2024[105](index=105&type=chunk) - As of June 30, 2025, all borrowings are due within **1 year**[105](index=105&type=chunk) - Effective interest rates ranged from **2.65% to 3%** (December 31, 2024: 3% to 4.5%)[105](index=105&type=chunk) - Approximately **RMB 40.0 million** of bank borrowings are guaranteed by Mr. Sang and Mr. Xian, and secured by land and buildings with a net book value of approximately **RMB 43.6 million**[105](index=105&type=chunk) [18 Commitments](index=34&type=section&id=18%20Commitments) As of June 30, 2025, the Group's capital commitments amounted to RMB 5.0 million, primarily for contracted but unprovided unlisted equity securities - Capital commitments were **RMB 5,000 thousand** as of June 30, 2025, consistent with December 31, 2024[106](index=106&type=chunk) - Commitments primarily relate to contracted but unprovided unlisted equity securities[106](index=106&type=chunk) [19 Related Party Transactions](index=34&type=section&id=19%20Related%20Party%20Transactions) This chapter discloses the Group's transactions and balances with related parties, including amounts due from related parties, key management compensation, and guarantees provided by related parties for bank borrowings - Related parties include Mr. Sang (Director and ultimate controlling shareholder) and Mr. Xian (Director and major shareholder)[109](index=109&type=chunk) [(a) Names and Relationships of Related Parties](index=34&type=section&id=%28a%29%20Names%20and%20Relationships%20of%20Related%20Parties) The Group's related parties include Mr. Sang (Director and ultimate controlling shareholder) and Mr. Xian (Director and major shareholder) List of Related Parties | Name | Relationship | | :--- | :--- | | Mr. Sang | Director and ultimate controlling shareholder of the Company | | Mr. Xian | Director and major shareholder of the Company | [(b) Balances with Related Parties](index=34&type=section&id=%28b%29%20Balances%20with%20Related%20Parties) As of June 30, 2025, total amounts due from related parties were RMB 443 thousand, including RMB 384 thousand from Mr. Sang and RMB 59 thousand from Mr. Xian, all being non-trade in nature, unsecured, interest-free, and repayable on demand Amounts Due from Related Parties | Related Party | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Mr. Sang | 384 | 384 | | Mr. Xian | 59 | 59 | | **Total** | **443** | **443** | - Nature: non-trade, unsecured, interest-free, and repayable on demand[110](index=110&type=chunk) [(c) Key Management Compensation](index=35&type=section&id=%28c%29%20Key%20Management%20Compensation) For the six months ended June 30, 2025, total compensation for key management (including executive directors and senior management) amounted to RMB 1,073 thousand, a decrease from the prior year Key Management Compensation | Item | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | | :--- | :--- | :--- | | Wages, salaries and bonuses | 1,006 | 1,049 | | Pension scheme contributions — defined contribution plans | 35 | 155 | | Other employee benefits | 32 | 57 | | **Total** | **1,073** | **1,261** | [(d) Guarantees Provided by Related Parties for the Group's Bank Borrowings](index=35&type=section&id=%28d%29%20Guarantees%20Provided%20by%20Related%20Parties%20for%20the%20Group%27s%20Bank%20Borrowings) As of June 30, 2025, Mr. Sang and Mr. Xian provided guarantees for approximately RMB 40.0 million of the Group's bank borrowings Guarantee Status | Guarantor | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Mr. Sang and Mr. Xian | 40,000 | — | | Mr. Sang, Mr. Xian and Ms. Jin | — | 26,326 | [20 Contingent Events](index=35&type=section&id=20%20Contingent%20Events) The Group has been involved in certain claims/litigations related to its construction business, but the directors believe that sufficient provisions have been made for liabilities or assets have been written down to their recoverable values - The Group has been involved in certain claims/litigations related to its construction business[115](index=115&type=chunk) - The Directors believe that sufficient provisions have been made for liabilities or assets have been written down to their recoverable values[115](index=115&type=chunk) [21 Events After the Reporting Period](index=35&type=section&id=21%20Events%20After%20the%20Reporting%20Period) Subsequent to the reporting period, on July 2, 2025, the company entered into agreements with six subscribers for the subscription of a total of 123,552,000 shares at HKD 0.61 per share, which was completed on July 17, 2025 - On July 2, 2025, the company entered into agreements with six subscribers for the subscription of a total of **123,552,000 shares** at **HKD 0.61** per share[116](index=116&type=chunk) - The subscription was completed on July 17, 2025[116](index=116&type=chunk)

Company Profile [About Zhongliang](index=3&type=section&id=About%20Zhongliang) Zhongliang Holdings Group Company Limited (Stock Code: 2772.HK) primarily engages in real estate development in China, headquartered in Shanghai, rooted in the Yangtze River Delta and with a nationwide presence, its land reserves cover China's five core economic regions. - Zhongliang Holdings Group Company Limited (Stock Code: 2772.HK) primarily engages in real estate development in China[3](index=3&type=chunk)[4](index=4&type=chunk) - The company is headquartered in Shanghai, rooted in the Yangtze River Delta, and has a nationwide presence[3](index=3&type=chunk)[4](index=4&type=chunk) - The Group's land reserves cover China's five core economic regions: Yangtze River Delta, Central and Western China, Bohai Rim, West Coast of Taiwan Strait, and Pearl River Delta[3](index=3&type=chunk)[5](index=5&type=chunk) Company Information [Board of Directors](index=4&type=section&id=Board%20of%20Directors) The company's Board of Directors comprises five executive directors and three independent non-executive directors, with Mr. Yang Jian serving as Chairman. - Board members include executive directors Yang Jian (Chairman), Chen Hongliang (Co-President), He Jian (Co-President), Yang Deye, Hu Hui, and independent non-executive directors Wang Kaiguo, Wu Xiaobo, Ouyang Baofeng[7](index=7&type=chunk) [Committees](index=4&type=section&id=Committees) The company has an Audit Committee, Remuneration Committee, Nomination Committee, and Environmental, Social and Governance Committee, each with a clear chairman and members. - The Audit Committee is chaired by Mr. Ouyang Baofeng[8](index=8&type=chunk) - The Remuneration Committee is chaired by Mr. Wu Xiaobo[8](index=8&type=chunk) - The Nomination Committee is chaired by Mr. Yang Jian[8](index=8&type=chunk) - The Environmental, Social and Governance Committee is chaired by Mr. Chen Hongliang[9](index=9&type=chunk) [Key Contact Information](index=5&type=section&id=Key%20Contact%20Information) The company disclosed key contact and registration information including company secretary, authorized representatives, auditor, legal counsel, registered office, China headquarters, principal place of business in Hong Kong, share registrar, major banks, website, and stock code. - The Company Secretary is Mr. Zhang Siqin, and the authorized representatives are Mr. Yang Deye and Mr. Zhang Siqin[10](index=10&type=chunk) - The auditor is ZHONGHUI ANDA CPA Limited[10](index=10&type=chunk) - The company's registered office is in the Cayman Islands, its China headquarters is in Shanghai, and its principal place of business in Hong Kong is in Sheung Wan[11](index=11&type=chunk) - The Hong Kong share registrar is Computershare Hong Kong Investor Services Limited[14](index=14&type=chunk) - Major banks include Agricultural Bank of China, China Everbright Bank, Bank of China (Hong Kong), and other domestic and international banks[14](index=14&type=chunk) - The company's stock code is **2772**, and its official website is www.zldcgroup.com[15](index=15&type=chunk) Glossary and Definitions [Definitions of Key Terms](index=7&type=section&id=Definitions%20of%20Key%20Terms) This section defines key terms used in the report, including contracted sales, Corporate Governance Code, gross profit margin, net gearing ratio, share option scheme, share incentive scheme, and total debt, to ensure a clear understanding of the report's content. - “Contracted Sales” refers to the total value of properties contracted for pre-sale and sale during a specified period, which is unaudited and should not be regarded as an indicator of future revenue[17](index=17&type=chunk) - “Gross Profit Margin” refers to gross profit for the year/period divided by revenue and multiplied by **100%**[17](index=17&type=chunk) - “Net Gearing Ratio” refers to total debt at period-end less cash and bank balances divided by total equity and multiplied by **100%**[19](index=19&type=chunk) - “Total Debt” refers to the aggregate of interest-bearing bank and other borrowings, senior notes, and convertible bonds[24](index=24&type=chunk) - “Share Option Scheme” and “Share Incentive Scheme” are plans adopted by the company to incentivize employees[23](index=23&type=chunk) Chairman's Report [Interim Dividend](index=9&type=section&id=Interim%20Dividend) The Board resolved not to declare an interim dividend for the six months ended June 30, 2025. - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025[28](index=28&type=chunk)[31](index=31&type=chunk) [Interim Results](index=9&type=section&id=Interim%20Results) For the six months ended June 30, 2025, the Group's revenue significantly decreased by 77.4% to RMB 5.13 billion, and recorded a loss attributable to owners of the company of approximately RMB 0.78 billion, narrowing the loss compared to the same period last year. 2025 H1 Interim Results Overview | Indicator | 2025 H1 (RMB) | 2024 H1 (RMB) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 5.13 billion | 22.701 billion | -77.4% | | Loss attributable to owners of the company | 0.78 billion | 1.71 billion | -54.3% (loss narrowed) | - The loss was primarily affected by asset impairment losses, fair value losses on investment properties, and exchange losses[29](index=29&type=chunk)[33](index=33&type=chunk) [H1 2025 Review](index=9&type=section&id=2025%20H1%20Review) In H1 2025, the global economic environment was complex, China's economy maintained growth but the real estate market recovery was slow. The Group took decisive measures to stabilize cash flow, strengthen operational control, with contracted sales decreasing by 34% year-on-year, while property deliveries ranked among the top 10 Chinese real estate developers, and debt management continued. [Market Review](index=9&type=section&id=Market%20Review) In H1 2025, the global economic environment was complex, China's GDP grew by 5.3%, and the government introduced multiple real estate support policies, but market confidence remained insufficient, private real estate enterprises faced financing and sales difficulties, and the industry's recovery is expected to be slow and long-term. - The global political and economic environment is complex, with US trade negotiations and high interest rates increasing recession risks, and geopolitical conflicts exacerbating uncertainty[34](index=34&type=chunk)[35](index=35&type=chunk) - China's economy continued to grow, with **GDP increasing by 5.3%** in H1 2025, and the government actively promoting stable growth policies to boost market confidence[34](index=34&type=chunk)[35](index=35&type=chunk) - The real estate policy tone was elevated to 'continuously consolidate stability', the central bank cut interest rates and reserve requirements, and the State Council deployed four major tasks: 'stabilizing expectations, stimulating demand, optimizing supply, and resolving risks', but market confidence remained insufficient, and private real estate enterprises faced financing and sales difficulties[37](index=37&type=chunk)[40](index=40&type=chunk) [Operating Performance](index=10&type=section&id=Operating%20Performance) Under a severe industry environment, the Group achieved contracted sales of RMB 6.38 billion in H1, a 34% decrease year-on-year. Property deliveries amounted to approximately 15,000 units, ranking among the top 10 Chinese real estate developers. 2025 H1 Contracted Sales and Delivery Overview | Indicator | 2025 H1 | YoY Change | | :--- | :--- | :--- | | Contracted Sales | RMB 6.38 billion | -34% | | Number of Property Deliveries | Approximately 15,000 units | Not applicable | | Delivery Ranking | Top 10 Chinese real estate developers | Not applicable | - The Group strengthened construction and contractor management, strictly controlled delivery processes, reduced delivery risks, and ensured smooth property deliveries[39](index=39&type=chunk)[43](index=43&type=chunk) [Land Bank](index=11&type=section&id=Land%20Bank) Due to market uncertainties, the Group did not acquire new land in H1 2025. As of June 30, total land reserves were approximately 20.1 million square meters, covering five major economic regions nationwide. - In H1 2025, the Group did not acquire any new land[45](index=45&type=chunk)[48](index=48&type=chunk) Land Reserves as of June 30, 2025 | Indicator | Value | | :--- | :--- | | Total GFA | Approximately 20.1 million square meters | | Covered Regions | Five major economic regions nationwide | [Debt Management](index=11&type=section&id=Debt%20Management) Since mid-2021, the Group has actively managed its debt, with total interest-bearing debt reduced to RMB 18.38 billion as of June 30, 2025. Domestic debt renewal risk is controllable, and offshore debt maturity was effectively extended through scheme of arrangement and consent solicitation, improving financial position. - The Group implemented measures to accelerate sales collection, save costs, suspend land acquisitions, and control interest-bearing debt to stabilize its financial fundamentals[49](index=49&type=chunk) Interest-Bearing Debt as of June 30, 2025 | Indicator | Amount (RMB) | | :--- | :--- | | Total interest-bearing debt | Approximately 18.38 billion | | Domestic interest-bearing debt | Approximately 10.10 billion | | Offshore interest-bearing debt | Approximately 8.28 billion | | Cash and bank balances | Approximately 4.29 billion | - The vast majority of cash is subject to pre-sale cash supervision to ensure the completion of properties under construction[50](index=50&type=chunk) - Most domestic interest-bearing debt consists of project-backed mortgage loans, and the Group actively negotiated extensions with banks, with controllable renewal risk[51

Market Overview - The company is a leading testing and certification service provider in Guangdong, China, offering over 3,446 parameters across 42 categories of testing services [16]. - The independent testing and inspection service market in western Guangdong has grown from approximately RMB 2.3 billion in 2019 to about RMB 3.6 billion in 2023, with a compound annual growth rate (CAGR) of 11.3% [17]. - The market size is projected to reach approximately RMB 6.5 billion by 2028, with a CAGR of 12.7% [17]. Company Qualifications and Services - The company has obtained qualifications for 42 categories of testing services approved by the Guangdong Provincial Market Supervision Administration [16]. - The company has expanded its main business to include water conservancy engineering testing services, providing comprehensive and high-quality testing services across various fields, including construction engineering and food testing [28]. - The company has obtained qualifications for 42 different categories of construction engineering testing services, demonstrating its high professional level and strong market competitiveness [28]. - The company has obtained testing qualifications for 851 parameters across five categories in the food and agricultural testing sector, indicating a strategic focus on this business area [38]. Technological Advancements - The company has successfully developed the first nationwide unmanned intelligent building laboratory in 2023, achieving automation in inspection and testing [24]. - The company has upgraded its intelligent management system to version 2.0 in early 2024, enhancing real-time management capabilities [24]. - Advanced testing equipment, including gas and liquid chromatography systems, has been acquired to enhance the precision and efficiency of food safety testing [35]. - The company has established a strong technical team and advanced testing equipment for indoor air quality assessments, ensuring compliance with relevant standards [31]. Business Expansion and Diversification - The company plans to expand its service offerings in response to increasing demand in lower-tier cities [17]. - The company plans to continue deepening its environmental and food testing markets while actively expanding into new areas such as transportation engineering and water conservancy engineering [27]. - The company has diversified its services by officially launching its food and agricultural product testing department in May 2024, creating new revenue streams [27]. - The company aims to diversify its testing services into food and agriculture, transportation, and fire safety sectors [95]. Financial Performance - The revenue from construction engineering testing services decreased by 10.98% to RMB 16.68 million for the six months ended June 30, 2025, compared to RMB 18.74 million for the same period in 2024 [43]. - Revenue from food and agricultural testing services increased by 83.42% to RMB 5.13 million for the six months ended June 30, 2025, compared to RMB 2.80 million for the same period in 2024, primarily due to the launch of agricultural food services in May 2024 [43]. - The overall gross profit margin decreased to 51.4% for the six months ended June 30, 2025, down from 70.8% for the same period in 2024, attributed to increased employee compensation and depreciation expenses [46]. - The company recorded a total revenue of RMB 24.96 million for the six months ended June 30, 2025, compared to RMB 22.83 million for the same period in 2024 [41]. Corporate Governance - The company is committed to maintaining high standards of corporate governance and transparency in its operations [8]. - The company emphasizes the importance of effective corporate governance to enhance shareholder value [99]. - The company has adopted the principles and provisions of the corporate governance code, ensuring that business activities and decision-making processes are appropriately regulated [100]. - The roles of the chairman and CEO are held by the same executive director, which the board believes enhances responsiveness and efficiency in business strategy formulation [100]. Strategic Partnerships and Acquisitions - The company signed a capital increase agreement to acquire 51% of Maoming Yue Water Engineering Testing Co., Ltd. for RMB 9.33 million, enhancing market share and competitiveness in water engineering testing services [33]. - The group has identified potential acquisition opportunities for further development and will make timely announcements as required by GEM listing rules [76]. - The group acquired a 51% stake in Guangdong Water Engineering Testing Co., Ltd. for RMB 9,330,000, completed on April 16, 2025, to expand its business network and customer base [146]. Employee and Management - The group has 115 employees as of June 30, 2025, an increase from 94 employees as of June 30, 2024, with total employee benefits expenses amounting to approximately RMB 8.66 million for the six months ended June 30, 2025, compared to RMB 6.76 million for the same period in 2024 [78]. - The total compensation for key management personnel increased to RMB 1,167,000 for the six months ended June 30, 2025, up from RMB 948,000 in the same period of 2024, marking a 23.1% increase [157]. Risk Management - The group has established a dedicated response department to monitor regulatory policies and enhance risk management capabilities, including ongoing training in various testing fields [86]. - The majority of the group's operations are concentrated in Maoming, Guangdong Province, with plans to expand into the Pearl River Delta and other cities to mitigate regional risks [88]. Shareholder Information - The controlling shareholder, Xinyi City Quality Assurance Center, holds 19,000,000 shares, representing approximately 56.00% of the total share capital [107]. - The independent non-executive directors have confirmed that the controlling shareholder has complied with the non-competition commitments [101]. - The audit committee, composed of three independent non-executive directors, has reviewed the unaudited interim results for the six months ended June 30, 2025, and found them compliant with applicable accounting standards [113].

[Company Profile](index=3&type=section&id=Company%20Profile) PC Partner is a leading manufacturer of computer electronic products, specializing in graphics cards, motherboards, and mini PCs, while also providing EMS to global brands [Company Profile](index=3&type=section&id=Company%20Profile) PC Partner is a leading manufacturer of computer electronic products, specializing in graphics cards, motherboards, and mini PCs, while also providing EMS to global brands - PC Partner is a leading manufacturer of computer electronic products, with core products including **graphics cards, motherboards, and mini PCs**[7](index=7&type=chunk) - The company also provides **one-stop Electronic Manufacturing Services (EMS)** for globally renowned brands[7](index=7&type=chunk) - Leveraging excellent R&D capabilities and advanced production facilities, the company continuously launches innovative products to maintain its industry-leading position[7](index=7&type=chunk) [Company Information](index=4&type=section&id=Company%20Information) This section outlines key corporate governance and operational information, including board members, committee compositions, company secretary, auditors, legal advisors, registered office, and principal bankers [Company Information](index=4&type=section&id=Company%20Information) This section outlines key corporate governance and operational information, including board members, committee compositions, company secretary, auditors, legal advisors, registered office, and principal bankers - The Board of Directors comprises executive directors (including Chairman and CEO Mr. Wang Xihao), non-executive directors, and independent non-executive directors[8](index=8&type=chunk) - The company has established an Audit Committee, Executive Committee, Remuneration Committee, and Nomination Committee to ensure a robust corporate governance structure[8](index=8&type=chunk) - The company's headquarters are in Singapore, with principal places of business in Hong Kong, and share registrars located in both Singapore and Hong Kong[10](index=10&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's business performance, financial results, future outlook, and potential risks and uncertainties [Business Review](index=6&type=section&id=Business%20Review) The Group manufactures and promotes proprietary graphics card brands and provides ODM/OEM services, expanding into Southeast Asia with new facilities and a Singapore listing, driven by strong demand from PC gaming and AI - The Group manufactures ODM/OEM graphics cards and promotes its proprietary brands ZOTAC, Inno3D, and Manli graphics cards and other products[12](index=12&type=chunk) - The company strategically relocated its headquarters to Singapore and obtained a secondary listing on the Singapore Exchange, while establishing new manufacturing facilities in Batam, Indonesia, to expand into the Southeast Asian market[14](index=14&type=chunk) - The graphics card industry is driven by technological advancements in PC gaming, e-sports, streaming, and AI acceleration, leading to sustained demand growth[13](index=13&type=chunk) [Business Performance](index=7&type=section&id=Business%20Performance) The Group's revenue increased by 28.5% year-on-year to HKD 6,355.3 million in the first half of FY2025, primarily driven by increased graphics card sales, especially strong performance in branded business 2025 First Half Fiscal Year Business Performance | Indicator | 2025 First Half Fiscal Year (Million HKD) | 2024 First Half Fiscal Year (Million HKD) | Change (Million HKD) | Growth (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 6,355.3 | 4,944.2 | 1,411.1 | 28.5% | | Graphics Card Sales | 5,770.3 | 4,088.7 | 1,681.6 | 41.1% | | Branded Business Sales | 4,961.0 | 3,094.3 | 1,866.7 | 60.3% | - Strong demand for RTX 50 series graphics cards, coupled with the company's successful acquisition of the latest top-tier RTX 5090 GPU after relocating its headquarters and secondary listing, drove a robust rebound in proprietary branded graphics card sales[15](index=15&type=chunk) [Business Compliance](index=7&type=section&id=Business%20Compliance) The Group's operating entities consistently comply with relevant laws and regulations and fulfill social responsibilities under ISO and RBA standards - The Group's operating entities consistently comply with laws and regulations and fulfill social responsibilities under ISO9001, ISO14001, ISO45001, QC080000, ISO13485, and RBA codes[16](index=16&type=chunk) [Financial Overview](index=8&type=section&id=Financial%20Overview) The Group's revenue increased by 28.5% to HKD 6,355.3 million in the first half of FY2025, with profit attributable to owners growing by 29.0% to HKD 250.4 million, while gross margin slightly decreased to 10.5% 2025 First Half Fiscal Year Key Financial Data | Indicator | 2025 First Half Fiscal Year (Million HKD) | 2024 First Half Fiscal Year (Million HKD) | Change (Million HKD) | Growth (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 6,355.3 | 4,944.2 | 1,411.1 | 28.5% | | Gross Profit | 669.5 | 558.4 | 111.1 | 19.9% | | Gross Margin | 10.5% | 11.3% | -0.8% | - | | Profit Before Income Tax | 305.3 | 228.5 | 76.8 | 33.6% | | Profit for the Period Attributable to Owners of the Company | 250.4 | 194.1 | 56.3 | 29.0% | | Net Profit Margin | 3.9% | 3.9% | 0.0% | - | | Earnings Per Share (HKD) | 0.645 | 0.500 | 0.145 | 29.0% | | Net Asset Value Per Share (HKD) | 7.899 | 7.379 | 0.520 | 7.1% | 2025 First Half Fiscal Year Revenue Composition | Revenue Source | Proportion | | :--- | :--- | | Graphics Cards | 90.8% | | Other PC-related Products and Components | 4.6% | | EMS | 4.6% | | Region | Proportion | | :--- | :--- | | Asia Pacific | 40.1% | | China | 21.6% | | NALA | 13.2% | | EMEAI | 25.1% | [Outlook](index=10&type=section&id=Outlook) The company anticipates strong demand for RTX 50 series graphics cards, but global semiconductor chip capacity is constrained by AI chip demand, with plans to delist from HKEX after Singapore Exchange approval for primary listing - Demand for NVIDIA RTX 50 series graphics cards (based on Blackwell architecture) is expected to remain strong in the second half of FY2025 due to higher gaming performance and AI integration capabilities[24](index=24&type=chunk) - The graphics card business faces constrained global semiconductor chip supply due to intense competition for capacity from the immense demand for AI chips[24](index=24&type=chunk) - The company has become a member of the NVIDIA Partner Network and received approval for primary listing on the Singapore Exchange, with plans to delist from the Hong Kong Stock Exchange within the current fiscal year[24](index=24&type=chunk) [Potential Risks and Uncertainties](index=10&type=section&id=Potential%20Risks%20and%20Uncertainties) The Group faces multiple risks, including high reliance on NVIDIA, intense industry competition, loss of key personnel, manufacturing disruptions, material cost volatility, revenue concentration in graphics cards, trade tariffs, and global economic uncertainty [Concentration Risk on NVIDIA as Primary GPU Supplier](index=10&type=section&id=Concentration%20Risk%20on%20NVIDIA%20as%20Primary%20GPU%20Supplier) The Group's high reliance on NVIDIA for GPUs, accounting for approximately 68.5% of total procurement, poses significant business and financial risks from any supply disruptions or NVIDIA's shift to AI applications - NVIDIA is the Group's largest GPU supplier, with procurement accounting for approximately **68.5% of total procurement**, posing a high concentration risk[25](index=25&type=chunk) - NVIDIA's shift in business focus towards AI applications may lead to prioritization of AI-related products, affecting the Group's access to gaming GPU supplies[26](index=26&type=chunk) - Any disruption in the relationship with NVIDIA or supply interruptions could have a material adverse effect on the Group's business, financial condition, and prospects[26](index=26&type=chunk)[27](index=27&type=chunk) [Intense Industry Competition and Risk of Market Share Loss](index=11&type=section&id=Intense%20Industry%20Competition%20and%20Risk%20of%20Market%20Share%20Loss) The computer electronics manufacturing industry is highly competitive with short product lifecycles, and failure to adapt to market dynamics or new technologies may lead to market share and revenue loss - The Group operates in a highly competitive industry with continuously shortening product lifecycles, and failure to adapt to market dynamics or emerging technologies may result in falling behind competitors[27](index=27&type=chunk) - Major competitors may possess greater financial resources, raw material supply advantages, economies of scale, and brand recognition, leading to risks of declining profit margins or lost sales for the Group[28](index=28&type=chunk) [Reliance on Executive Directors and Key Management Personnel](index=11&type=section&id=Reliance%20on%20Executive%20Directors%20and%20Key%20Management%20Personnel) The Group's performance is highly dependent on the continued service of its executive directors, senior management, and sales representatives, and their departure without suitable replacements could severely impair operations - The Group's performance depends on the continued service and performance of its executive directors, senior management, and sales representatives[29](index=29&type=chunk) - The departure of any key management personnel without suitable replacements could have a material adverse effect on the Group's business, financial condition, and prospects[29](index=29&type=chunk)

Company Overview [Company Business and Market Position](index=3&type=section&id=Company%20Business%20and%20Market%20Position) ManpowerGroup Greater China Limited (the Group) provides integrated human resources solutions and services in Greater China, with over two decades of industry experience and strong brand recognition, serving approximately 218 Fortune 500 companies and local prominent employers across more than 250 cities with 43 offices as of June 30, 2025 - The Group provides integrated human resources solutions and services across Greater China (Mainland China, Hong Kong, Macau, and Taiwan)[3](index=3&type=chunk) - As of June 30, 2025, the Group operates 43 offices in over 250 cities across the Greater China market, serving approximately **218 Fortune 500 companies** and local prominent public and private employers[3](index=3&type=chunk) - The Group was listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 2180) on July 10, 2019, and continues to expand its business scale and market share with the support of ManpowerGroup Inc[4](index=4&type=chunk) Company Information [Board of Directors](index=4&type=section&id=Board%20of%20Directors) The Company's Board of Directors comprises executive, non-executive, and independent non-executive directors, supported by an Audit Committee, Remuneration Committee, Nomination Committee, and Investment Committee to ensure effective corporate governance - Board members include Mr. Cui Zhihui (Executive Director), Mr. John Thomas MCGINNIS (Chairman, Non-executive Director), Mr. Zhang Yinghao (resigned on August 27, 2025, Non-executive Director), Mr. Colin Patrick Alan JONES (Non-executive Director), Mr. Zhang Qi (Non-executive Director), Mr. Yang Yongliang (Independent Non-executive Director), Ms. Huang Wenli (Independent Non-executive Director), and Mr. Huang Weide (Independent Non-executive Director)[6](index=6&type=chunk) - The Company has an Audit Committee (Chairman: Mr. Huang Weide), a Remuneration Committee (Chairman: Mr. Yang Yongliang), a Nomination Committee (Chairman: Ms. Huang Wenli), and an Investment Committee (Chairman: Mr. John Thomas MCGINNIS)[6](index=6&type=chunk) [Key Contact Information](index=4&type=section&id=Key%20Contact%20Information) This section provides key company information including auditor, legal advisors, joint company secretaries, authorized representatives, Mainland China head office, Hong Kong principal place of business, share registrar, principal bankers, company website, stock code, and investor relations contact - The auditor is Deloitte Touche Tohmatsu, and legal advisors are Chan & Fong, Solicitors and Maples and Calder (Hong Kong) LLP[6](index=6&type=chunk)[7](index=7&type=chunk) - The company website is www.manpowergrc.com, and the stock code is **2180**[8](index=8&type=chunk) Financial Highlights [Key Financial Indicators](index=6&type=section&id=Key%20Financial%20Indicators) For the six months ended June 30, 2025, the Group's revenue increased by **15.9%** to **RMB 3,418,285 thousand**, and profit attributable to owners of the Company grew by **14.6%** to **RMB 62,332 thousand**, with revenue and net profit per full-time employee surging by **32.5%** and **21.4%** respectively Key Financial Summary for the Six Months Ended June 30 | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 3,418,285 | 2,948,453 | 15.9 | | Profit attributable to owners of the Company | 62,332 | 54,391 | 14.6 | | Adjusted profit attributable to owners of the Company | 66,872 | 63,152 | 5.9 | | Revenue per full-time employee | 3,281 | 2,476 | 32.5 | | Net profit per full-time employee | 65.8 | 54.2 | 21.4 | - Flexible staffing revenue in Mainland China for the first half of 2025 increased by approximately **21.2%** compared to the same period last year[9](index=9&type=chunk) Management Discussion and Analysis [Business Review](index=7&type=section&id=Business%20Review) Despite an uncertain global economic outlook and challenges in China's economic structural transformation, the Group achieved strong growth in the first half of 2025, with total revenue reaching **RMB 3,418.3 million**, a **15.9%** year-on-year increase, driven by outstanding performance in flexible staffing, especially in Mainland China, while recruitment and solutions revenue declined, and operational efficiency improvements led to significant growth in revenue and profit per employee - In the first half of 2025, the Group's total revenue reached **RMB 3,418.3 million**, an increase of approximately **15.9%** compared to the same period in 2024[12](index=12&type=chunk) - Flexible staffing business segment revenue grew by approximately **16.6%** to **RMB 3,360.1 million**, with Mainland China flexible staffing revenue increasing by approximately **21.2%**[12](index=12&type=chunk) - Recruitment and solutions segment revenue decreased by **16.8%** year-on-year, primarily due to sluggish industry demand[12](index=12&type=chunk) - Profit attributable to owners of the Company increased to **RMB 62.3 million**, up approximately **14.6%** year-on-year; adjusted net profit rose by approximately **5.9%** to **RMB 66.9 million**[13](index=13&type=chunk) - During the period, the total number of contracted employees placed increased by **20.4%** from approximately **39,700** to approximately **47,800**, with a significant increase of approximately **20.3%** in Mainland China contracted employees[13](index=13&type=chunk) - Revenue and profit generated per employee significantly increased by **32.5%** and **21.4%** respectively, while trade receivables turnover days increased from **55.8** days to **69.1** days[14](index=14&type=chunk) [Outlook and Strategies](index=8&type=section&id=Outlook%20and%20Strategies) The Group maintains a cautious outlook on the global macroeconomic prospects for the second half of 2025 but remains optimistic for the medium term, with strategic focus on flexible staffing in Mainland China, plans to expand its product portfolio, consolidate market position, accelerate IT outsourcing business development, and upgrade internal technology platforms to enhance efficiency and competitiveness - A cautious stance is maintained on the global macroeconomic outlook for the second half of 2025, but the medium-term outlook is more optimistic, anticipating further growth opportunities[17](index=17&type=chunk) - Strategic focus remains on flexible staffing in Mainland China, with industry emphasis on fast-growing sectors such as new energy, financial services, information technology services, and healthcare[18](index=18&type=chunk) - Plans include organic business expansion into South and East China, consolidating leading positions in first-tier cities, and accelerating the development of IT outsourcing business[18](index=18&type=chunk) - Accelerate internal technology platform transformation to streamline workflows, eliminate structural inefficiencies, drive cross-functional operational synergies, and enhance productivity[19](index=19&type=chunk) [Key Operating Metrics](index=9&type=section&id=Key%20Operating%20Metrics) The Group's operating metrics as of June 30, 2025, show significant growth in flexible staffing contracted employees and talent database candidates, while the number of placements and recruiters for recruitment solutions decreased, and the number of full-time employees also slightly reduced Key Operating Metrics for the Six Months Ended June 30 | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | **Flexible Staffing** | | | | | Number of contracted employees placed during the period (approx.) | 47,800 | 39,700 | 20.4 | | Number of candidates in flexible staffing talent database (thousands) | 3,000 | 2,700 | 11.1 | | **Recruitment Solutions** | | | | | Number of placements during the period | 601 | 969 | (38.0) | | Number of candidates in recruitment services database (thousands) | 3,750 | 3,660 | 2.5 | | Number of recruiters | 144 | 240 | (40.0) | | **Overall** | | | | | Number of full-time employees (approx.) | 1,042 | 1,191 | (12.5) | [Financial Review](index=10&type=section&id=Financial%20Review) This section provides a detailed review of the Group's financial performance for the first half of 2025, showing overall revenue growth of **15.9%** driven by flexible staffing and other HR services, despite a decline in recruitment solutions revenue, a decrease in gross margin due to market competition and reduced high-margin business, lower selling and administrative expenses through cost control, but increased income tax expense due to additional withholding tax on dividends paid from Mainland China to Hong Kong, ultimately resulting in growth in both profit and adjusted profit attributable to owners of the Company [Revenue](index=10&type=section&id=Revenue) The Group's total revenue for the first half of 2025 increased by **15.9%** year-on-year to **RMB 3,418.3 million**, with flexible staffing revenue growing by **16.6%** driven by increased contracted employees from financial services, large technology, and new energy clients in Mainland China, as well as Hong Kong government clients and new short-term business, while other human resources services revenue grew by **10.9%**, and recruitment solutions revenue decreased by **16.8%**, with significant revenue growth in Mainland China and Hong Kong & Macau, but a decline in Taiwan Revenue Breakdown by Business Line | Business Line | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Flexible Staffing | 3,360,130 | 2,881,645 | 16.6 | | Recruitment Solutions | 47,856 | 57,518 | (16.8) | | Other Human Resources Services | 10,299 | 9,290 | 10.9 | | **Total** | **3,418,285** | **2,948,453** | **15.9** | Revenue Breakdown by Geographical Location | Geographical Location | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Mainland China | 2,479,811 | 2,060,803 | 20.3 | | Hong Kong and Macau | 485,217 | 378,110 | 28.3 | | Taiwan | 453,257 | 509,540 | (11.0) | | **Total** | **3,418,285** | **2,948,453** | **15.9** | - Revenue increase primarily attributed to flexible staffing services (up **16.6%**) and other human resources services driven by government solutions (up **10.9%**)[23](index=23&type=chunk) - Recruitment solutions revenue decreased by **16.8%**, mainly due to persistently sluggish market demand and longer recruitment cycles[24](index=24&type=chunk) [Cost of Services](index=11&type=section&id=Cost%20of%20Services) The Group's cost of services increased by **17.4%** year-on-year to **RMB 3,132.4 million**, primarily due to a significant rise in costs for contracted employees driven by increased flexible staffing services - Cost of services increased by approximately **17.4%** from **RMB 2,667.1 million** to **RMB 3,132.4 million**[27](index=27&type=chunk) - The increase was primarily due to higher flexible staffing services, with costs for contracted employees accounting for the majority of the expenses[27](index=27&type=chunk) [Gross Profit and Gross Margin](index=11&type=section&id=Gross%20Profit%20and%20Gross%20Margin) The Group's gross profit increased by **1.6%** year-on-year to **RMB 285.8 million**, but gross margin decreased from **9.5%** to **8.4%**, primarily due to intense price competition in flexible staffing and reduced revenue from higher-margin recruitment solutions - Gross profit increased by approximately **1.6%** from **RMB 281.3 million** to **RMB 285.8 million**[28](index=28&type=chunk) - Gross margin decreased from approximately **9.5%** to approximately **8.4%**, mainly due to a decline in flexible staffing gross margin from intense market price competition and reduced revenue from higher-margin recruitment solutions[28](index=28&type=chunk) Gross Margin by Business Line | Business Line | 2025 (%) | 2024 (%) | Change (%) | | :--- | :--- | :--- | :--- | | Flexible Staffing | 7.0 | 7.7 | (0.7) | | Recruitment Solutions | 90.7 | 91.0 | (0.3) | | Other Human Resources Services | 67.0 | 73.7 | (6.7) | | **Overall** | **8.4** | **9.5** | **(1.1)** | [Selling and Administrative Expenses](index=12&type=section&id=Selling%20and%20Administrative%20Expenses) The Group's selling expenses decreased by **10.9%** to **RMB 148.1 million**, and administrative expenses decreased by **1.6%** to **RMB 43.7 million**, primarily due to team streamlining, efficiency improvements, reduction in inefficient expenditures, and lower share option and restricted share unit expenses - Selling expenses decreased by approximately **10.9%** to **RMB 148.1 million**, mainly due to team streamlining for efficiency and reduction of inefficient expenditures[30](index=30&type=chunk) - Administrative expenses decreased by approximately **1.6%** to **RMB 43.7 million**, primarily due to reduced expenses related to share options and restricted share units[30](index=30&type=chunk) - Selling expenses as a percentage of total revenue decreased from **5.6%** to **4.3%**, and administrative expenses from **1.5%** to **1.3%**, reflecting effective cost control and improved operational efficiency[30](index=30&type=chunk) [Other Income](index=12&type=section&id=Other%20Income) The Group's other income decreased by **30.4%** to **RMB 8.2 million**, primarily due to reduced interest income from bank deposits and dividend income from equity instruments - Other income decreased by approximately **30.4%** to **RMB 8.2 million**[31](index=31&type=chunk) - The decrease was mainly due to reduced interest income from bank deposits and dividend income from equity instruments[31](index=31&type=chunk) [Other Gains and Losses](index=12&type=section&id=Other%20Gains%20and%20Losses) The Group's other gains and losses shifted from a gain of **RMB 0.03 million** in the first half of 2024 to a loss of **RMB 7.2 million** in the first half of 2025, primarily due to exchange losses from the depreciation of the US dollar against the New Taiwan dollar - Other gains and losses shifted from a gain of **RMB 0.03 million** in the first half of 2024 to a loss of **RMB 7.2 million** in the first half of 2025[32](index=32&type=chunk) - The loss was primarily due to exchange losses arising from the depreciation of the US dollar against the New Taiwan dollar[32](index=32&type=chunk) [Share of Profit (Loss) of Associates](index=12&type=section&id=Share%20of%20Profit%20(Loss)%20of%20Associates) The Group's share of profit (loss) of associates shifted from a loss of **RMB 1.4 million** in the first half of 2024 to a profit of **RMB 2.3 million** in the first half of 2025 - Share of profit (loss) of associates shifted from a loss of **RMB 1.4 million** in the first half of 2024 to a profit of **RMB 2.3 million** in the first half of 2025[33](index=33&type=chunk) [Income Tax Expense](index=12&type=section&id=Income%20Tax%20Expense) The Group's income tax expense increased by **41.6%** to **RMB 21.4 million**, with the effective income tax rate rising from **19.0%** to **23.8%**, primarily due to additional withholding tax on dividend distributions from Mainland China to Hong Kong - Income tax expense increased by **41.6%** to **RMB 21.4 million**[34](index=34&type=chunk) - The effective income tax rate increased from approximately **19.0%** to approximately **23.8%**[34](index=34&type=chunk) - The increase was primarily due to additional withholding tax on dividend distributions from Mainland China to Hong Kong[34](index=34&type=chunk) [Profit for the Period Attributable to Owners of the Company](index=13&type=section&id=Profit%20for%20the%20Period%20Attributable%20to%20Owners%20of%20the%20Company) Profit for the period attributable to owners of the Company increased by **14.6%** year-on-year to **RMB 62.3 million** - Profit for the period attributable to owners of the Company increased by approximately **14.6%** from **RMB 54.4 million** to **RMB 62.3 million**[36](index=36&type=chunk) [Adjusted Profit for the Period Attributable to Owners of the Company](index=13&type=section&id=Adjusted%20Profit%20for%20the%20Period%20Attributable%20to%20Owners%20of%20the%20Company) Adjusted profit for the period attributable to owners of the Company (excluding share option and restricted share unit expenses and impairment loss on associates) increased by **5.9%** year-on-year to **RMB 66.9 million** - Adjusted profit for the period attributable to owners of the Company increased by approximately **5.9%** from **RMB 63.2 million** to **RMB 66.9 million**[37](index=37&type=chunk) Reconciliation of Profit for the Period to Adjusted Profit for the Period | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit for the period attributable to owners of the Company | 62,332 | 54,391 | | Adjustments: | | | | Expenses related to grant of share options and restricted share units | 4,540 | 5,209 | | Impairment loss recognized on interest in an associate | – | 3,552 | | **Adjusted profit for the period attributable to owners of the Company** | **66,872** | **63,152** | [Liquidity, Financial and Capital Resources](index=14&type=section&id=Liquidity%2C%20Financial%20and%20Capital%20Resources) The Group maintains a sound liquidity position with stable net current assets and current ratio, while bank balances and cash slightly decreased primarily due to payments for short-term projects in Hong Kong, with no significant bank borrowings, a conservative financial risk management strategy, and no use of derivative instruments for hedging - As of June 30, 2025, the Group's net current assets were **RMB 1,130.7 million** (December 31, 2024: **RMB 1,119.3 million**)[41](index=41&type=chunk) - Bank balances and cash amounted to **RMB 926.1 million** (December 31, 2024: **RMB 980.9 million**), with the decrease primarily due to cash payments for short-term projects in Hong Kong at period-end[42](index=42&type=chunk) - As of June 30, 2025, the Group had no bank loans or convertible loans, thus no gearing ratio[43](index=43&type=chunk) - The Group implements a conservative strategy for risk management and does not use any derivative or other instruments for hedging purposes[45](index=45&type=chunk) - As of June 30, 2025, the Group's current ratio was **2.0 times** (December 31, 2024: **2.0 times**)[50](index=50&type=chunk) [Use of Proceeds from Initial Public Offering](index=16&type=section&id=Use%20of%20Proceeds%20from%20Initial%20Public%20Offering) The Company's net proceeds from its initial public offering amounted to approximately **RMB 458.2 million**, which have been utilized according to the proposed allocation in the prospectus and subsequent announcements, with the Board extending the utilization period for unutilized net proceeds to December 31, 2026, to optimize financial resource deployment and align with business strategies - Net proceeds from the listing amounted to approximately **RMB 458.2 million**, utilized according to the proposed allocation in the prospectus and subsequent announcements[58](index=58&type=chunk) - The Board has further extended the utilization period for unutilized net proceeds from December 31, 2023, to December 31, 2025, and again to **December 31, 2026**, as announced on August 28, 2024[58](index=58&type=chunk)[59](index=59&type=chunk) Details of Net Proceeds Utilization as of June 30, 2025 | Category | Net proceeds as per prospectus (RMB thousands) | Proceeds utilized as of June 30, 2025 (RMB thousands) | Unutilized net proceeds as of June 30, 2025 (RMB thousands) | Expected timetable for full utilization of remaining proceeds | | :--- | :--- | :--- | :--- | :--- | | Business expansion | 137,451 | 137,451 | – | – | | Research and development | 80,017 | 68,721 | 11,296 | On or before December 31, 2026 | | Future investments and strategic acquisitions | 114,527 | 38,250 | 76,277 | On or before December 31, 2026 | | Brand building and digital marketing | 35,924 | 29,302 | 6,622 | On or before December 31, 2026 | | Working capital | 90,281 | 90,281 | – | – | | **Total** | **458,200** | **364,005** | **94,195** | | Corporate Governance and Other Information [Employees and Remuneration Policy](index=17&type=section&id=Employees%20and%20Remuneration%20Policy) The Group's workforce comprises both own employees and contracted employees, with approximately **1,042** own employees and **47,800** contracted employees as of June 30, 2025, offering salaries, bonuses, and benefits to own employees, cross-training to contracted employees for skill enhancement, and maintaining share option and restricted share unit schemes to incentivize staff - As of June 30, 2025, the Group employed approximately **1,042** own employees and approximately **47,800** contracted employees[61](index=61&type=chunk) - The Company provides salaries, bonuses, healthcare, retirement benefits, and more to its own employees, and offers computer and other workplace skills training to contracted employees[61](index=61&type=chunk) - The Company adopted a share option scheme on June 5, 2019, and restricted share unit schemes on June 10, 2021, and November 22, 2023, to incentivize and retain eligible participants[61](index=61&type=chunk)[62](index=62&type=chunk) [Compliance with Corporate Governance Code](index=18&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company is committed to high standards of corporate governance, having adopted the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules of the Stock Exchange, and complied with all code provisions for the six months ended June 30, 2025 - The Company has adopted the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules of the Stock Exchange as its own code[66](index=66&type=chunk) - For the six months ended June 30, 2025, the Company complied with the code provisions set out in the Corporate Governance Code[67](index=67&type=chunk) [Compliance with Model Code for Securities Transactions by Directors](index=18&type=section&id=Compliance%20with%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules as a guide for directors' dealings in company securities, and all directors confirmed compliance with the code during the reporting period - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules[68](index=68&type=chunk) - All directors confirmed compliance with the Model Code for the six months ended June 30, 2025[69](index=69&type=chunk) [Share Option Scheme](index=18&type=section&id=Share%20Option%20Scheme) The Company adopted a share option scheme on June 5, 2019, to incentivize employees and directors, with a maximum of **10%** of issued shares available for grant at the time of listing and a **1%** limit per participant within any 12-month period, and as of June 30, 2025, **3,906,000** shares were subject to unexercised share options under the scheme - The share option scheme was approved and adopted on June 5, 2019, aiming to incentivize participants to enhance performance efficiency and to attract and retain individuals beneficial to the Group's long-term development[70](index=70&type=chunk)[71](index=71&type=chunk) - The maximum number of shares available for issue is **10%** of the total issued shares at the time of listing (i.e., **20,000,000** shares), with **16,103,000** share options currently available for grant (approximately **7.8%** of issued shares)[73](index=73&type=chunk) - The total number of shares subject to share options granted (including exercised and outstanding) to any participant within any 12-month period shall not exceed **1%** of the Company's then-issued share capital[75](index=75&type=chunk) Details of Share Option Movements for the Six Months Ended June 30, 2025 | Grantee | Grant Date | Exercise Price per Share (HKD) | Unexercised as of January 1, 2025 | Unexercised as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Mr. Cui Zhihui | September 20, 2019 | 10.94 | 150,000 | 150,000 | | | April 8, 2020 | 8.76 | 225,000 | 112,500 | | | April 9, 2021 | 10.00 | 300,000 | 150,000 | | | March 31, 2022 | 8.61 | 300,000 | 300,000 | | Other Employees | September 20, 2019 | 10.94 | 909,000 | 822,000 | | | April 8, 2020 | 8.76 | 1,044,750 | 471,000 | | | April 9, 2021 | 10.00 | 1,383,000 | 624,000 | | | March 31, 2022 | 8.61 | 1,398,750 | 1,276,500 | | **Total** | | | **5,710,500** | **3,906,000** | [Restricted Share Unit Scheme](index=22&type=section&id=Restricted%20Share%20Unit%20Scheme) The Company has two Restricted Share Unit (RSU) schemes, adopted in 2021 and 2023, designed to recognize and reward participants' contributions, and to attract and retain talent, with the 2021 scheme having a share cap of **2.5%** of issued shares and the 2023 scheme a **10%** cap, and as of June 30, 2025, **2,457,850** RSUs under the 2021 scheme and **4,034,082** RSUs under the 2023 scheme remained unvested [Details of 2021 Restricted Share Unit Scheme](index=22&type=section&id=Details%20of%202021%20Restricted%20Share%20Unit%20Scheme) The 2021 Restricted Share Unit Scheme, adopted on June 10, 2021, with a ten-year validity, aims to reward and retain participants beneficial to the Group's development, stipulating a maximum of **2.5%** of issued shares, with no payment required from grantees, and no shareholder rights until actual share issuance or transfer - The 2021 Restricted Share Unit Scheme was adopted on June 10, 2021, with a ten-year validity, aiming to recognize and reward participants' contributions, and to attract and retain talent[85](index=85&type=chunk)[87](index=87&type=chunk) - The maximum number of relevant shares is **2.5%** of the total issued shares from time to time, with **683,746** restricted share units currently available for grant (approximately **0.3%** of issued shares)[94](index=94&type=chunk) - Grantees are not required to pay any amount for the restricted share units granted[95](index=95&type=chunk) [Details of 2023 Restricted Share Unit Scheme](index=24&type=section&id=Details%20of%202023%20Restricted%20Share%20Unit%20Scheme) The 2023 Restricted Share Unit Scheme, adopted on November 22, 2023, with a ten-year validity, shares similar objectives to the 2021 scheme, with a maximum of **10%** of issued shares, no payment required from grantees, and no shareholder rights until actual share issuance or transfer - The 2023 Restricted Share Unit Scheme was adopted on November 22, 2023, with a ten-year validity, aiming to recognize and reward participants' contributions, and to attract and retain talent[98](index=98&type=chunk)[100](index=100&type=chunk) - The maximum number of relevant shares is **10%** of the total issued shares from time to time, with **16,387,409** restricted share units currently available for grant (approximately **7.9%** of issued shares)[107](index=107&type=chunk) - Grantees are not required to pay any amount for the restricted share units granted[108](index=108&type=chunk) [Details of Granted Restricted Share Units](index=26&type=section&id=Details%20of%20Granted%20Restricted%20Share%20Units) As of June 30, 2025, a total of **2,457,850** unvested restricted share units were held by directors and employees under the 2021 scheme, and **4,034,082** under the 2023 scheme, including **3,340,182** newly granted on March 31, 2025, with the trustee having purchased **343,000** shares to satisfy awards under the 2023 scheme Details of 2021 Restricted Share Unit Movements for the Six Months Ended June 30, 2025 | Grantee Name/Designation | Grant Date | Vesting Date | Unvested as of January 1, 2025 | Unvested as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Mr. Cui Zhihui | March 31, 2022 | March 31, 2025 | 200,000 | – | | | March 30, 2023 | March 30, 2025 | 140,000 | – | | | March 30, 2023 | March 30, 2026 | 280,000 | 280,000 | | | April 8, 2024 | April 8, 2027 | 488,850 | 488,850 | | Other Directors and Employees | (Multiple) | (Multiple) | 2,533,000 | 1,689,000 | | **Total** | | | **3,641,850** | **2,457,850** | Details of 2023 Restricted Share Unit Movements for the Six Months Ended June 30, 2025 | Grantee Name/Designation | Grant Date | Vesting Date | Unvested as of January 1, 2025 | Unvested as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Mr. Cui Zhihui | (Multiple) | (Multiple) | 488,850 | 1,324,648 | | Other Directors and Employees | (Multiple) | (Multiple) | 682,000 | 2,709,434 | | **Total** | | | **1,170,850** | **4,034,082** | - On March 31, 2025, a total of **3,340,182** restricted share units were approved for grant to selected participants under the 2023 Restricted Share Unit Scheme[112](index=112&type=chunk) - The trustee purchased **343,000** shares during the period to satisfy the 2025 restricted share unit awards through market purchases of existing shares[113](index=113&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or its Associated Corporations](index=32&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20its%20Associated%20Corporations) As of June 30, 2025, the Company's directors and chief executive held interests in the Company's shares, with Executive Director Mr. Cui Zhihui holding the largest share interest, including **3,207,448** beneficially owned shares and **625,005** shares through controlled corporations Directors' and Chief Executive's Interests in Shares | Director Name | Nature of Interest | Number of Shares or Underlying Shares (L) | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Mr. Cui Zhihui | Beneficial owner | 3,207,448 | 1.55 | | | Interest in controlled corporation | 625,005 | 0.30 | | Mr. John Thomas MCGINNIS | Beneficial owner | 171,209 | 0.08 | | Mr. Zhang Yinghao | Beneficial owner | 171,209 | 0.08 | | Mr. Colin Patrick Alan JONES | Beneficial owner | 115,206 | 0.06 | | Mr. Zhang Qi | Beneficial owner | 64,212 | 0.03 | | Mr. Yang Yongliang | Beneficial owner | 171,209 | 0.08 | | Ms. Huang Wenli | Beneficial owner | 171,209 | 0.08 | | Mr. Huang Weide | Beneficial owner | 171,209 | 0.08 | [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company](index=33&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of June 30, 2025, ManpowerGroup Inc. and its controlled corporations collectively held **36.87%** of the Company's share interests, making them the largest shareholder, while Manpower Hong Kong Limited and its affiliates held **28.50%** of share interests, CM Phoenix Tree Limited and its affiliates held **2.35%** beneficial interest and **23.02%** secured interest, and FIL Limited and its affiliates held **9.99%** of share interests Substantial Shareholders' Interests in Shares | Shareholder Name | Nature of Interest | Number of Shares or Underlying Shares (L) | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Manpower Holdings, Inc. | Beneficial owner | 41,539,168 | 20.02 | | Manpower Nominees Inc. | Beneficial owner | 34,960,220 | 16.85 | | ManpowerGroup Inc. | Interest in controlled corporation | 76,499,388 | 36.87 | | Manpower Hong Kong Limited | Beneficial owner | 59,138,925 | 28.50 | | Beijing Manpower Information Technology Partnership (Limited Partnership) | Interest in controlled corporation | 59,138,925 | 28.50 | | Beijing Fenghui Investment Management Co., Ltd. | Interest in controlled corporation | 59,138,925 | 28.50 | | Fang Yongzhong | Interest in controlled corporation | 59,138,925 | 28.50 | | CM Phoenix Tree Limited | Beneficial owner | 4,876,338 | 2.35 | | | Person with security interest | 47,774,975 | 23.02 | | FIL Limited | Interest in controlled corporation | 20,750,250 | 9.99 | | Fidelity China Special Situations Plc | Beneficial owner | 10,581,000 | 5.10 | [Interim Dividend](index=35&type=section&id=Interim%20Dividend) The Board resolved to declare an interim dividend of **HKD 1.6** per share (equivalent to **RMB 1.46** per share) for the six months ended June 30, 2025, totaling **HKD 332 million** (equivalent to **RMB 303 million**), payable on September 25, 2025, to shareholders on record as of September 16, 2025 - The Board resolved to declare an interim dividend of **HKD 1.6** per share (equivalent to **RMB 1.46** per share) for the six months ended June 30, 2025[132](index=132&type=chunk) - The total interim dividend amounted to **HKD 332 million** (equivalent to **RMB 303 million**)[132](index=132&type=chunk) - The dividend will be paid on September 25, 2025, to shareholders whose names appear on the Company's register of members as of September 16, 2025[132](index=132&type=chunk) - To be eligible for the interim dividend, share transfer documents must be lodged with the Hong Kong share registrar no later than 4:30 p.m. on September 10, 2025[134](index=134&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=35&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the period, the trustee of the 2023 Restricted Share Unit Scheme purchased **343,000** Company shares for a total consideration of approximately **RMB 1,378,000**, with no other listed securities purchased, sold, or redeemed by the Group - During the period, the trustee of the 2023 Restricted Share Unit Scheme purchased a total of **343,000** shares in the market at prices ranging from **HKD 4.25** to **HKD 4.50** per share[135](index=135&type=chunk) - The total consideration was approximately **RMB 1,378,000**[135](index=135&type=chunk) - As of June 30, 2025, the Company did not hold any treasury shares[135](index=135&type=chunk) [Audit Committee](index=35&type=section&id=Audit%20Committee) The Company's Audit Committee, established on June 5, 2019, comprises five members, including two non-executive directors and three independent non-executive directors, with Mr. Huang Weide as Chairman, and has reviewed the interim report and results for the six months ended June 30, 2025, whose condensed consolidated financial statements were reviewed by Deloitte Touche Tohmatsu - The Audit Committee was established on June 5, 2019, with primary responsibilities to review, monitor, and approve financial reporting procedures and internal control systems[136](index=136&type=chunk) - The Committee comprises five members: Mr. Colin Patrick Alan JONES, Mr. Zhang Qi, Mr. Yang Yongliang, Ms. Huang Wenli, and Mr. Huang Weide (Chairman)[136](index=136&type=chunk) - The condensed consolidated financial statements for the six months ended June 30, 2025, have been reviewed by Deloitte Touche Tohmatsu[136](index=136&type=chunk) [Changes in Directors' Information](index=36&type=section&id=Changes%20in%20Directors'%20Information) Mr. Zhang Yinghao resigned as a Non-executive Director and member of related committees effective August 27, 2025, and Mr. Huang Weide retired as an independent non-executive director of Thinker Education Group effective May 20, 2025 - Mr. Zhang Yinghao resigned as a Non-executive Director and ceased to be a member of the Nomination Committee, Remuneration Committee, and Investment Committee, effective August 27, 2025[138](index=138&type=chunk) - Mr. Huang Weide retired as an independent non-executive director of Thinker Education Group, effective May 20, 2025[138](index=138&type=chunk) Review Report on Condensed Consolidated Financial Statements [Review Conclusion](index=37&type=section&id=Review%20Conclusion) Deloitte Touche Tohmatsu has reviewed ManpowerGroup Greater China Limited's condensed consolidated financial statements for the six months ended June 30, 2025, and noted no matters leading them to believe the statements were not prepared in accordance with International Accounting Standard 34 - Deloitte Touche Tohmatsu has reviewed the Company's condensed consolidated financial statements for the six months ended June 30, 2025[140](index=140&type=chunk) - The review concluded that nothing came to our attention that causes us to believe the condensed consolidated financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34[142](index=142&type=chunk) - The scope of review is substantially less than that of an audit conducted in accordance with Hong Kong Standards on Auditing, and therefore no audit opinion is expressed[141](index=141&type=chunk) Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income [Overview of Profit or Loss and Comprehensive Income](index=38&type=section&id=Overview%20of%20Profit%20or%20Loss%20and%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group reported revenue of **RMB 3,418,285 thousand**, profit for the period of **RMB 68,553 thousand**, total comprehensive income for the period of **RMB 75,915 thousand**, with profit attributable to owners of the Company at **RMB 62,332 thousand** and basic earnings per share at **RMB 0.31** Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 3,418,285 | 2,948,453 | | Gross profit | 285,840 | 281,325 | | Profit before tax | 89,993 | 79,715 | | Profit for the period | 68,553 | 64,577 | | Total comprehensive income for the period | 75,915 | 62,998 | | Profit for the period attributable to owners of the Company | 62,332 | 54,391 | | Total comprehensive income for the period attributable to owners of the Company | 64,501 | 53,040 | | Basic earnings per share (RMB yuan) | 0.31 | 0.27 | | Diluted earnings per share (RMB yuan) | 0.30 | 0.27 | Condensed Consolidated Statement of Financial Position [Financial Position](index=40&type=section&id=Financial%20Position) As of June 30, 2025, the Group's total non-current assets were **RMB 308,645 thousand**, total current assets were **RMB 2,322,337 thousand**, total current liabilities were **RMB 1,191,640 thousand**, net current assets were **RMB 1,130,697 thousand**, and total equity was **RMB 1,390,988 thousand** Summary of Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Non-current assets | 308,645 | 304,749 | | Current assets | 2,322,337 | 2,247,370 | | Current liabilities | 1,191,640 | 1,128,029 | | Net current assets | 1,130,697 | 1,119,341 | | Net assets | 1,390,988 | 1,376,848 | | Total equity | 1,390,988 | 1,376,848 | Condensed Consolidated Statement of Changes in Equity [Overview of Changes in Equity](index=42&type=section&id=Overview%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, equity attributable to owners of the Company increased from **RMB 1,253,000 thousand** at the beginning of the year to **RMB 1,260,487 thousand**, primarily influenced by profit for the period and an increase in share-based payment reserve, while also affected by recognized dividend distributions and share purchases Summary of Condensed Consolidated Statement of Changes in Equity | Indicator | June 30, 2025 (RMB thousands) | January 1, 2024 (RMB thousands) | | :--- | :--- | :--- | | Share capital | 1,830 | 1,830 | | Share premium | 273,068 | 391,345 | | Shares held for restricted share unit scheme | (23,039) | (36,685) | | Share-based payment reserve | 26,258 | 27,095 | | Translation reserve | (1,701) | (8,099) | | Statutory reserve | 95,138 | 72,438 | | Investment revaluation reserve | (1,315) | (746) | | Retained profits | 890,248 | 723,663 | | Subtotal equity attributable to owners of the Company | 1,260,487 | 1,170,841 | | Non-controlling interests | 130,501 | 109,121 | | **Total equity** | **1,390,988** | **1,279,962** | - Profit for the period was **RMB 62,332 thousand**, and equity-settled share-based payments amounted to **RMB 4,540 thousand**[151](index=151&type=chunk) - Dividends paid to non-controlling shareholders were **RMB 4,761 thousand**, and dividends recognized as distributed were **RMB 60,176 thousand**[151](index=151&type=chunk) Condensed Consolidated Statement of Cash Flows [Overview of Cash Flows](index=43&type=section&id=Overview%20of%20Cash%20Flows) For the six months ended June 30, 2025, the Group's net cash used in operating activities was **RMB (55,408) thousand**, net cash from investing activities was **RMB 156,171 thousand**, and net cash used in financing activities was **RMB (16,554) thousand**, with cash and cash equivalents at period-end totaling **RMB 846,688 thousand**, an increase of **RMB 84,209 thousand** from the beginning of the period Summary of Condensed Consolidated Statement of Cash Flows | Activity Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | (55,408) | (40,818) | | Net cash from investing activities | 156,171 | 84,544 | | Net cash used in financing activities | (16,554) | (21,749) | | Net increase in cash and cash equivalents | 84,209 | 21,977 | | Cash and cash equivalents at January 1 | 752,377 | 706,434 | | Effect of foreign exchange rate changes | 10,102 | (3,663) | | **Cash and cash equivalents at June 30** | **846,688** | **724,748** | Notes to the Condensed Consolidated Financial Statements [1. General Information and Basis of Preparation](index=44&type=section&id=1.%20General%20Information%20and%20Basis%20of%20Preparation) The Company, incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange, primarily provides integrated human resources solutions and services in Greater China, with its condensed consolidated financial statements presented in RMB and prepared in accordance with International Accounting Standard 34 and the Listing Rules of the Stock Exchange - The Company was incorporated in the Cayman Islands on September 26, 2014, and its shares were listed on the Main Board of the Hong Kong Stock Exchange on July 10, 2019[156](index=156&type=chunk) - The Group is principally engaged in providing integrated human resources solutions and services in Greater China (Mainland China, Hong Kong, Macau, and Taiwan)[156](index=156&type=chunk) - The condensed consolidated financial statements are presented in RMB and prepared in accordance with International Accounting Standard 34 and the Listing Rules of the Stock Exchange[157](index=157&type=chunk) [2. Accounting Policies](index=44&type=section&id=2.%20Accounting%20Policies) The condensed consolidated financial statements are prepared on a historical cost basis, using the same accounting policies and methods of computation as the annual consolidated financial statements for the year ended December 31, 2024, with no significant impact on financial position or performance from IFRS amendments first applied in this interim period - The condensed consolidated financial statements are prepared on a historical cost basis, and the accounting policies and methods of computation adopted are consistent with those presented in the Group's annual consolidated financial statements for the year ended December 31, 2024[158](index=158&type=chunk) - The application of amendments to International Financial Reporting Standards in this interim period had no significant impact on the Group's financial position and performance for the current and prior periods and/or the disclosures in the condensed consolidated financial statements[159](index=159&type=chunk) [3. Revenue and Segment Information](index=45&type=section&id=3.%20Revenue%20and%20Segment%20Information) The Group's revenue primarily derives from human resources solutions services (including flexible staffing and recruitment solutions) and other human resources services, with **RMB 3,407,986 thousand** from human resources solutions and **RMB 10,299 thousand** from other human resources services in the first half of 2025, where Mainland China contributed the largest portion of total revenue, and multinational corporations and local enterprises were the main client types Revenue and Results by Operating and Reportable Segment (First Half 2025) | Segment | Revenue (RMB thousands) | Profit (RMB thousands) | | :--- | :--- | :--- | | Human Resources Solutions | 3,407,986 | 278,938 | | Other Human Resources Services | 10,299 | 6,902 | | **Total** | **3,418,285** | **285,840** | Revenue by Geographical Location (First Half 2025) | Geographical Location | Revenue (RMB thousands) | | :--- | :--- | | Mainland China | 2,479,811 | | Hong Kong and Macau | 485,217 | | Taiwan | 453,257 | | **Total** | **3,418,285** | Revenue by Service Type (First Half 2025) | Service Type | Revenue (RMB thousands) | | :--- | :--- | | Flexible Staffing | 3,360,130 | | Recruitment Solutions | 47,856 | | Other | 10,299 | | **Total** | **3,418,285** | Revenue by Customer Type (First Half 2025) | Customer Type | Revenue (RMB thousands) | | :--- | :--- | | Multinational corporations and local enterprises | 3,198,666 | | Government agencies | 219,619 | | **Total** | **3,418,285** | [4. Other Income](index=48&type=section&id=4.%20Other%20Income) The Group's other income for the first half of 2025 was **RMB 8,230 thousand**, a decrease from **RMB 11,831 thousand** in the same period of 2024, primarily due to reduced interest income and dividend income from equity instruments Other Income Details | Income Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest income | 7,477 | 10,051 | | Dividend income from equity instruments at fair value through other comprehensive income | 518 | 1,033 | | Government grants | – | 250 | | Others | 235 | 497 | | **Total** | **8,230** | **11,831** | [5. Other Gains and Losses](index=49&type=section&id=5.%20Other%20Gains%20and%20Losses) The Group's other gains and losses for the first half of 2025 amounted to a loss of **RMB 7,161 thousand**, compared to a gain of **RMB 33 thousand** in the same period of 2024, primarily due to net exchange losses Other Gains and Losses Details | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Impairment loss recognized on interest in an associate | – | (3,552) | | Net exchange (losses) gains | (7,161) | 3,585 | | **Total** | **(7,161)** | **33** | [6. Finance Costs](index=49&type=section&id=6.%20Finance%20Costs) The Group's finance costs for the first half of 2025 were **RMB 669 thousand**, a decrease from **RMB 723 thousand** in the same period of 2024, primarily comprising interest on lease liabilities Finance Costs Details | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest on short-term borrowings | 66 | – | | Interest on lease liabilities | 603 | 723 | | **Total** | **669** | **723** | [7. Income Tax Expense](index=49&type=section&id=7.%20Income%20Tax%20Expense) The Group's income tax expense for the first half of 2025 increased to **RMB 21,440 thousand** from **RMB 15,138 thousand** in the same period of 2024, with Mainland China subsidiaries subject to a **25%** corporate income tax rate, some small low-profit enterprises enjoying preferential rates, Hong Kong profits tax at **16.5%**, Macau complementary income tax at progressive rates, and Taiwan income tax at **20%** - For the six months ended June 30, 2025, the Group recognized current tax expense of approximately **RMB 21,673,000**[179](index=179&type=chunk) - Mainland China subsidiaries are subject to a **25%** corporate income tax rate, with some qualifying small low-profit enterprises enjoying preferential rates (first **RMB 3,000,000** taxed at **5%**)[179](index=179&type=chunk) - One Mainland China subsidiary is recognized as a high-tech enterprise, enjoying a preferential corporate income tax rate of **15%** from 2022 to 2025[181](index=181&type=chunk) - Hong Kong profits tax is calculated at **16.5%** on estimated assessable profits, with some entities enjoying a two-tiered preferential tax rate (first **HKD 2,000,000** at **8.25%**)[182](index=182&type=chunk) - Macau complementary income tax is calculated at progressive rates, and Taiwan income tax rate is **20%**[182](index=182&type=chunk)[183](index=183&type=chunk) [8. Profit for the Period](index=51&type=section&id=8.%20Profit%20for%20the%20Period) The Group's profit for the first half of 2025 was **RMB 68,553 thousand**, primarily derived after deducting total staff costs of **RMB 3,219,499 thousand**, depreciation, and amortization expenses Profit for the Period Deductions Details | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Directors' emoluments | 5,106 | 4,930 | | Other staff costs | 3,214,393 | 2,763,982 | | **Total staff costs** | **3,219,499** | **2,768,912** | | Depreciation of property and equipment | 2,341 | 2,856 | | Depreciation of right-of-use assets | 10,095 | 13,285 | | Amortization of intangible assets | 2,121 | 3,070 | | Research and development costs | 1,662 | 2,029 | [9. Dividends](index=51&type=section&id=9.%20Dividends) The Company's directors proposed an interim dividend of **HKD 1.6** per ordinary share for the six months ended June 30, 2025, totaling approximately **HKD 332 million**, payable in September 2025, following a final dividend of **HKD 0.31** per share for the year 2024 - The Company's directors proposed an interim dividend of **HKD 1.6** per ordinary share for the six months ended June 30, 2025, totaling approximately **HKD 332 million** (equivalent to approximately **RMB 303 million**), payable in September 2025[187](index=187&type=chunk) - During this interim period, the Company's directors proposed a final dividend of **HKD 0.31** per ordinary share for the year ended December 31, 2024, totaling approximately **HKD 64.3 million** (equivalent to approximately **RMB 60.2 million**), which was approved by shareholders and paid in July 2025[187](index=187&type=chunk) [10. Earnings Per Share](index=52&type=section&id=10.%20Earnings%20Per%20Share) For the six months ended June 30, 2025, basic earnings per share attributable to owners of the Company were **RMB 0.31**, and diluted earnings per share were **RMB 0.30**, with the weighted average number of ordinary shares used for basic EPS calculation being **203,121,233** shares Earnings Per Share Calculation Data | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit for the purpose of calculating basic and diluted earnings per share | 62,332 | 54,391 | | Weighted average number of ordinary shares for basic earnings per share | 203,121,233 | 202,939,382 | | Effect of potential dilutive ordinary shares: unvested restricted share units | 3,338,475 | 1,044,686 | | Weighted average number of ordinary shares for diluted earnings per share | 206,459,708 | 203,984,068 | - No exercise of share options was assumed in calculating diluted earnings per share as their exercise price was higher than the average market price of the Company's shares[190](index=190&type=chunk) [11. Changes in Property and Equipment and Right-of-Use Assets](index=53&type=section&id=11.%20Changes%20in%20Property%20and%20Equipment%20and%20Right-of-Use%20Assets) For the six months ended June 30, 2025, the Group's additions to property and equipment amounted to approximately **RMB 594,000**, and during this interim period, the Group entered into new lease agreements, recognizing right-of-use assets and lease liabilities of approximately **RMB 15,377,000** - For the six months ended June 30, 2025, the Group's additions to property and equipment amounted to approximately **RMB 594,000**[192](index=192&type=chunk) - During this interim period, the Group entered into new lease agreements with lease terms ranging from 1 to 5 years, recognizing right-of-use assets of approximately **RMB 15,377,000** and lease liabilities of approximately **RMB 15,377,000**[193](index=193&type=chunk) [12. Interests in Associates](index=53&type=section&id=12.%20Interests%20in%20Associates) As of June 30, 2025, the Group's interests in associates amounted to **RMB 30,475 thousand**, with an impairment loss of approximately **RMB 3,552,000** recognized in the first half of 2024 for ManpowerGroup FESCO Human Resources Technology (Beijing) Co., Ltd. due to lower-than-expected financial performance, and a similar impairment loss of approximately **RMB 2,809,000** for ManpowerGroup (Shanghai) Technology Co., Ltd. in the second half of 2024, with no further impairment or reversal indications in this interim period Interests in Associates | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Investment cost in associates | 27,551 | 27,551 | | Impairment loss recognized | (6,361) | (6,361) | | Share of post-acquisition profit and other comprehensive income, net of dividends received | 9,285 | 8,805 | | **Total** | **30,475** | **29,995** | - For the six months ended June 30, 2024, an impairment loss of approximately **RMB 3,552,000** was recognized for the Group's interest in ManpowerGroup FESCO Human Resources Technology (Beijing) Co., Ltd., primarily due to lower-than-expected demand for flexible staffing services[194](index=194&type=chunk) - For the year ended December 31, 2024, an impairment loss of approximately **RMB 2,809,000** was recognized for the Group's interest in ManpowerGroup (Shanghai) Technology Co., Ltd., also due to lower-than-expected demand for flexible staffing services[196](index=196&type=chunk) - During this interim period, there were no further indications of impairment or reversal of impairment for interests in associates[197](index=197&type=chunk) [13. Trade and Other Receivables, Deposits and Prepayments](index=54&type=section&id=13.%20Trade%20and%20Other%20Receivables%2C%20Deposits%20and%20Prepayments) As of June 30, 2025, the Group's total trade and other receivables, deposits, and prepayments amounted to **RMB 1,469,704 thousand**, with trade receivables at **RMB 1,374,482 thousand**, an average credit period of **30 to 90 days** for trade receivables, and during the period, impairment losses of approximately **RMB 1,269,000** were recognized for trade receivables not credit-impaired, and approximately **RMB 7,454,000** for credit-impaired trade receivables Total Trade and Other Receivables, Deposits and Prepayments | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Gross trade receivables | 1,374,482 | 1,248,761 | | Deposits, prepayments and other receivables | 87,817 | 85,076 | | Consideration receivable | 7,405 | 7,749 | | **Total** | **1,469,704** | **1,341,586** | - The Group generally allows its customers an average credit period of **30 to 90 days**[200](index=200&type=chunk) Ageing Analysis of Trade Receivables (Net of Credit Loss Provision) | Ageing | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 0 to 30 days | 1,263,924 | 1,147,382 | | 31 to 60 days | 54,213 | 38,061 | | 61 to 90 days | 16,032 | 11,513 | | Over 90 days | 40,313 | 51,805 | | **Total** | **1,374,482** | **1,248,761** | - For the period ended June 30, 2025, an impairment loss of approximately **RMB 1,269,000** was recognized for trade receivables not credit-impaired, and an impairment loss of approximately **RMB 7,454,000** was made for credit-impaired trade receivables[204](index=204&type=chunk) [14. Amounts Due from (to) a Shareholder / Related Companies](index=56&type=section&id=14.%20Amounts%20Due%20from%20(to)%20a%20Shareholder%20%2F%20Related%20Companies) As of June 30, 2025, the Group had amounts due from an associate of approximately **RMB 3,550,000** (interest-bearing at **6%** per annum) and trade-related amounts due from a related company of approximately **RMB 357,000**, while also having amounts due to a shareholder of approximately **RMB 8,037,000** (non-trade related, interest-free), trade-related amounts due to a shareholder of approximately **RMB 2,198,000**, and trade-related amounts due to a related company of approximately **RMB 2,425,000** - As of June 30, 2025, amounts due from an associate (a company associated with the Company) were approximately **RMB 3,550,000**, interest-bearing at **6%** per annum and repayable on demand[205](index=205&type=chunk) - Trade-related amounts due from a related company (a subsidiary of a shareholder of the Company) were approximately **RMB 357,000**, unsecured, interest-free, and repayable on demand[205](index=205&type=chunk) - Amounts due to a shareholder were approximately **RMB 8,037,000** (non-trade related, interest-free) and trade-related amounts were approximately **RMB 2,198,000**[206](index=206&type=chunk)[207](index=207&type=chunk) - Amounts due to a related company (a subsidiary of a shareholder of the Company) were approximately **RMB 2,425,000** (trade-related, unsecured, interest-free)[207](index=207&type=chunk) [15. Trade and Other Payables](index=57&type=section&id=15.%20Trade%20and%20Other%20Payables) As of June 30, 2025, the Group's total trade and other payables amounted to **RMB 1,088,461 thousand**, primarily including accrued salaries and other expenses of **RMB 1,027,775 thousand**, with the ageing analysis of trade payables showing most within **30 days** Trade and Other Payables Details | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade payables | 7,890 | 9,441 | | Accrued salaries and other expenses | 1,027,775 | 971,905 | | Other taxes payable | 52,796 | 52,946 | | **Total** | **1,088,461** | **1,034,292** | Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 0 to 30 days | 7,220 | 8,757 | | 31 to 60 days | 123 | 9 | | 61 to 90 days | 5 | 430 | | Over 90 days | 542 | 245 | | **Total** | **7,890** | **9,441** | [16. Contract Liabilities](index=58&type=section&id=16.%20Contract%20Liabilities) The Group's contract liabilities arise from customer prepayments received before service commencement, primarily from flexible staffing services, with all contract liabilities recognized as revenue in subsequent periods - Contract liabilities arise from customer prepayments received before the commencement of services, primarily from flexible staffing services[213](index=213&type=chunk) - All contract liabilities are recognized as revenue in subsequent periods[213](index=213&type=chunk) [17. Share Capital](index=58&type=section&id=17.%20Share%20Capital) As of June 30, 2025, the Company's authorized share capital comprised **1,520,000,000** ordinary shares with a par value of **HKD 0.01** each, and its issued and fully paid share capital was **207,505,000** ordinary shares, amounting to **RMB 1,830 thousand** Share Capital Structure | Category | Par Value | Number of Shares | Amount (HKD) | Presented in Condensed Consolidated Financial Statements (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Authorized ordinary shares | HKD 0.01 | 1,520,000,000 | 15,200,000 | – | | Issued and fully paid ordinary shares | HKD 0.01 | 207,505,000 | 2,075,050 | 1,830 | [18. Share-based Payment Transactions](index=59&type=section&id=18.%20Share-based%20Payment%20Transactions) The Group operates a share option scheme and restricted share unit schemes to incentivize directors and eligible employees, with the share option scheme adopted in 2019 having **3,906,000** unexercised options as of June 30, 2025, and the 2021 and 2023 restricted share unit schemes having **2,457,850** and **4,034,082** unvested units respectively as of June 30, 2025, and during the period, the Group recognized expenses of approximately **RMB 4,540,000** related to restricted share units [(i) The Company's Share Option Scheme](index=59&type=section&id=(i)%20The%20Company's%20Share%20Option%20Scheme) The Company's share option scheme, adopted on June 5, 2019, aims to incentivize directors and eligible employees, with **3,906,000** unexercised share options as of June 30, 2025, and exercise prices determined by the Board not less than specific market prices or par value - The share option scheme was adopted on June 5, 2019, primarily to provide incentives to the Company's directors and eligible employees[215](index=215&type=chunk) - As of June 30, 2025, the number of shares subject to share options granted but unexercised under the share option scheme was **3,906,000**[216](index=216&type=chunk) - The exercise price of share options is determined by the Board, not less than the highest of the closing price of the shares on the offer date, the average closing price of the shares for the five business days immediately preceding the offer date, and the nominal value of the shares[216](index=216&type=chunk) Share Option Movements as of June 30, 2025 | Grantee | Unexercised as of January 1, 2025 | Unexercised as of June 30, 2025 | | :--- | :--- | :--- | | Directors of the Company | 975,000 | 712,500 | | Employees | 4,735,500 | 3,203,500 | | **Total** | **5,710,500** | **3,906,000** | [(ii) The Company's Restricted Share Unit Scheme](index=61&type=section&id=(ii)%20The%20Company's%20Restricted%20Share%20Unit%20Scheme) The Company operates 2021 and 2023 Restricted Share Unit Schemes to incentivize directors and eligible employees, with the 2021 scheme capped at **2.5%** of issued shares and the 2023 scheme at **10%**, and as of June 30, 2025, a total of **6,491,932** unvested restricted share units were outstanding under both schemes, with the Group recognizing expenses of approximately **RMB 4,540,000** related to restricted share units during the period - The 2021 Restricted Share Unit Scheme is capped at **2.5%** of issued shares, and the 2023 Restricted Share Unit Scheme is capped at **10%** of issued shares[222](index=222&type=chunk) - On March 31, 2025, a total of **3,340,182** restricted share units were granted to directors and eligible employees under the 2023 Restricted Share Unit Scheme[224](index=224&type=chunk) - For the six months ended June 30, 2025, the Company, through the trustee of the Restricted Share Unit Scheme, purchased **343,000** of its own ordinary shares in the market for a total consideration of approximately **RMB 1,378,000**[224](index=224&type=chunk) Restricted Share Unit Movements as of June 30, 2025 | Grantee | Unvested as of January 1, 2025 | Unvested as of June 30, 2025 | | :--- | :--- | :--- | | Directors of the Company | 2,121,700 | 3,066,932 | | Employees | 2,691,000 | 3,425,000 | | **Total** | **4,812,700** | **6,491,932** | - For the six months ended June 30, 2025, the Group recognized total expenses of approximately **RMB 4,540,000** related to restricted share units granted by the Company[228](index=228&type=chunk) [19. Related Party Disclosures](index=63&type=section&id=19.%20Related%20Party%20Disclosures) The Group engaged in various related party transactions, including license fees and ManpowerGroup Employment Outlook Survey license fees paid to a shareholder, and revenue and expenses from flexible staffing and other human resources services with related companies, with total key management personnel compensation amounting to **RMB 11,364 thousand** Significant Related Party Transactions | Nature of Transaction | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | **A Shareholder** | | | | License fee expenses | 4,568 | 4,452 | | ManpowerGroup Employment Outlook Survey license fee expenses | 242 | 171 | | **Related Companies (subsidiaries of a shareholder of the Company)** | | | | Flexible staffing services revenue | 1,625 | 1,736 | | Flexible staffing services expenses | 15,087 | 10,226 | | Other human resources services revenue | 151 | 420 | | Other human resources services expenses | 41 | – | Key Management Personnel Compensation | Compensation Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Short-term employee benefits | 9,030 | 8,759 | | Post-employment benefits | 303 | 635 | | Share-based payments | 2,031 | 1,900 | | **Total** | **11,364** | **11,294** | [20. Fair Value Measurement of Financial Instruments](index=64&type=section&id=20.%20Fair%20Value%20Measurement%20of%20Financial%20Instruments) The Group's financial assets are measured at fair value using a three-level hierarchy, with unlisted equity investments classified as equity instruments at fair value thro

Revenue Performance - For the six months ended June 30, 2025, the Group's revenue was RMB 94,464,000, representing an increase of approximately 50.43% compared to RMB 62,795,000 in the same period of 2024[15]. - The public infrastructure construction business, specifically the Baoding Donghu Project, contributed RMB 54,056,000 to the Group's revenue, up from RMB 16,448,000 in the same period of 2024[22]. - The smart energy business contributed approximately RMB 40,408,000 to the Group's revenue, a decrease of 12.81% compared to RMB 46,347,000 in the same period of 2024[21]. - Revenue for the six months ended June 30, 2025, increased to RMB 94,464,000, up 50.5% from RMB 62,795,000 in the same period of 2024[134]. - Public infrastructure construction revenue surged to RMB 54,056,000, up from RMB 16,448,000, marking a significant increase of 228.5%[181]. Profit and Loss - The loss attributable to owners of the Company amounted to RMB 3,742,000, a decline from a profit of RMB 1,365,000 in the same period of 2024, primarily due to an impairment provision of approximately RMB 6,827,000[15]. - The Group's smart energy business recorded a loss of RMB 7,932,000 during the Period, compared to a profit of RMB 1,928,000 in the same period of 2024[21]. - Operating loss for the period was RMB 4,564,000, compared to an operating profit of RMB 2,777,000 in the previous year[134]. - Total comprehensive income for the period was a loss of RMB 4,686,000, compared to a loss of RMB 2,094,000 in the same period last year[137]. - The company reported a loss of RMB 3,742,000 for the period ended June 30, 2025, compared to a profit of RMB 1,365,000 for the same period in 2024[143]. Financial Position - Total assets as of June 30, 2025, were RMB 1,059,243,000, a decrease from RMB 1,068,648,000 at the end of 2024[139]. - Total equity attributable to owners of the Company decreased to RMB 818,346,000 from RMB 821,195,000 at the end of 2024[139]. - As of June 30, 2025, total current assets were approximately RMB 673,209,000, an increase from RMB 665,114,000 as of December 31, 2024, while the current ratio decreased to 5.17 from 5.47 due to an increase in current liabilities[50]. - Total liabilities amounted to RMB 255,936,000, a decrease of 1.1% from RMB 260,655,000 as of December 31, 2024[141]. - Non-current liabilities decreased from RMB 139,005,000 to RMB 125,838,000, representing a reduction of 9.5%[141]. Cash Flow - For the six months ended June 30, 2025, cash generated from operations increased to RMB 16,881,000, up from RMB 4,448,000 in the same period of 2024, representing a growth of 278%[147]. - Net cash generated from operating activities for the same period was RMB 18,901,000, compared to RMB 6,230,000 in 2024, indicating a significant increase of 204%[147]. - The net cash used in investing activities was RMB 544,000, a decrease from RMB 21,858,000 in the previous year, showing an improvement in cash flow management[147]. - Cash and cash equivalents at the end of the period stood at RMB 44,283,000, a decrease from RMB 193,908,000 at the end of June 2024, reflecting a reduction of 77%[147]. Financial Management - Net finance expenses decreased by approximately 47.19% to RMB 1,324,000 from RMB 2,507,000 in the same period of 2024, attributed to reduced bank borrowings and lower interest rates[42]. - Interest paid decreased to RMB 3,387,000 from RMB 4,074,000, showing a reduction of 17% in financing costs[147]. - The Group's liquidity management policy includes regular monitoring of liquidity requirements and compliance with loan covenants to ensure sufficient cash availability[170]. - The Group's activities expose it to various financial risks, including market risk, credit risk, and liquidity risk, which are actively managed to minimize adverse effects on financial performance[168]. Corporate Governance - The Group complied with all applicable corporate governance code provisions during the period, with one deviation regarding the roles of the chairman and CEO[82]. - The Audit Committee confirmed that the interim financial information complied with applicable accounting standards and legal requirements[87]. - The interim financial statements have been prepared in accordance with International Accounting Standard 34, ensuring compliance with international reporting standards[151]. Employee and Operational Metrics - As of June 30, 2025, the Group had 44 employees, an increase from 43 employees as of December 31, 2024[75]. - Total staff costs for the period were approximately RMB 6,870,000, a decrease from RMB 7,024,000 in the same period of 2024[75]. Shareholder Information - Mr. Wei Qiang held 970,534,633 shares, representing 65.37% of the total shareholding as of June 30, 2025[108]. - The weighted average number of ordinary shares in issue remained constant at 1,484,604 thousand shares for both 2025 and 2024[198]. - The basic loss per share for the six months ended June 30, 2025, was RMB (0.0025), a decrease from RMB 0.0009 in 2024[198].

（於中華人民共和國註冊成立的股份有限公司） 股份代號：1216 INTERIM REPORT 中期報告 目錄 | 公司資料 | 2 | | --- | --- | | 會計數據及財務指標摘要 | 5 | | 管理層討論與分析 | 8 | | 股本變動及股東資料 | 64 | | 董事、監事、高級管理層及僱員 | 69 | | 企業管治 | 74 | | 重大事項 | 76 | | 組織架構圖 | 81 | | 致董事會審閱報告 | 82 | | 綜合損益及其他綜合收益表 | 83 | | 綜合財務狀況表 | 85 | | 綜合權益變動表 | 87 | | 綜合現金流量表 | 89 | | 未經審計中期財務報表附註 | 91 | | 未經審計補充財務信息 | 176 | | 釋義 | 179 | 一、公司資料 公司法定名稱 中原銀行股份有限公司（簡稱：中原銀行） 1 公司英文名稱 ZHONGYUAN BANK CO., LTD.（簡稱： 1 ZYBANK） 註冊辦事處 中國河南省鄭州市鄭東新區CBD商務外環路23號中科金座大廈 中國總辦事處 中國河南省鄭州市鄭東新區CBD商務外環路23號中科金座大廈 香港主要營 ...

[Company Information](index=3&type=section&id=Company%20Information) [Board and Committee Composition](index=3&type=section&id=Board%20and%20Committee%20Composition) This section lists the members and recent changes of DG Technology Holdings Limited's Board of Directors and its committees (Audit, Remuneration, Nomination, Risk Management), reflecting key personnel configurations in corporate governance - **Ms. Cai Qunli** was appointed Chairman and Chief Executive Officer of the Board on June 23, 2025, while **Mr. Cai Hongneng** resigned as Chairman on the same day[3](index=3&type=chunk) - **Ms. Hu Bingbing** was appointed Independent Non-executive Director, Chairman of the Remuneration Committee, and member of the Audit and Risk Management Committees on September 1, 2025, while **Mr. Huo Weishun** resigned as Independent Non-executive Director on the same day[3](index=3&type=chunk)[4](index=4&type=chunk) [Company Contact and Professional Service Information](index=4&type=section&id=Company%20Contact%20and%20Professional%20Service%20Information) This section provides basic contact and professional service information, including the company's registered office, principal places of business, share registrar, auditor, legal counsel, principal bankers, and company website - The company's registered office is in the Cayman Islands, its principal place of business in Hong Kong is in Sheung Wan, and its principal place of business in China is in Langfang City, Hebei Province[5](index=5&type=chunk) - **PricewaterhouseCoopers** is the company's auditor, and **Mintz Group LLP** is the legal counsel[5](index=5&type=chunk) - The company's website is **www.dgtechnology.com**[6](index=6&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=5&type=section&id=Business%20Review) The Group continued as a leading participant in China's and overseas road construction and maintenance machinery industry in H1 2025, primarily providing asphalt mixing plants, RAP crushing equipment, and sand-making machines, while actively expanding environmental protection features, increasing R&D investment, and growing overseas markets - The Group's core products are **asphalt mixing plants**, including conventional and recycling equipment, capable of producing asphalt mixtures for various road construction and maintenance grades[8](index=8&type=chunk) - In H1 2025, China's GDP grew by **5.3%** year-on-year, infrastructure expenditure increased by **4.6%** year-on-year, and the average operating rate of national construction machinery reached **44.8%**[8](index=8&type=chunk)[9](index=9&type=chunk) - During the period, **23 asphalt mixing plant sales contracts** were completed (H1 2024: 10), with revenue increasing by **51.7%** to **RMB215,096,000**, and gross profit increasing by **48.6%** to **RMB73,360,000**[9](index=9&type=chunk) - The Group actively expanded into Southeast Asian and Belt and Road Initiative markets, and collaborated with LiuGong Machinery to develop mid-range asphalt mixing plant solutions[10](index=10&type=chunk) - As of June 30, 2025, the Group held **262 registered patents** (16 invention, 8 design) and **31 software copyrights**, with **29 additional patent applications pending**[14](index=14&type=chunk) - The Group was ranked **45th** among the 'Top 50 Specialized Manufacturers of China Construction Machinery', received the 'Outstanding Performance Award for Sustainable Institutions' at the UN Sustainable Development Goals Hong Kong Achievement Awards, and was honored as an 'Environmental Excellence Enterprise' and '10+ Years Environmental Pioneer' at the BOC Hong Kong Corporate Environmental Leadership Awards[16](index=16&type=chunk) [Outlook](index=17&type=section&id=Outlook) The Group remains optimistic about China's road construction market in H2 2025, anticipating continued government investment to drive equipment demand, while focusing on developing Asian markets and diversifying products through Canadian partnerships to ensure long-term stable growth - National infrastructure expenditure is projected to exceed **RMB3 trillion** in 2025, with transportation development remaining a top priority, continuously driving demand for road construction equipment[17](index=17&type=chunk) - By 2025, the Asian market is expected to account for nearly **60%** of global infrastructure spending, and the Group will focus on developing this market[17](index=17&type=chunk) - The Group established a strategic partnership with a Canadian company specializing in road construction vehicles to diversify products and expand its market footprint[17](index=17&type=chunk) - **Ms. Cai Qunli** was appointed Chairman of the Board, and will lead the company to achieve long-term stable and sustainable growth[18](index=18&type=chunk) [Financial Review](index=19&type=section&id=Financial%20Review) For the six months ended June 30, 2025, the Group's total revenue increased by 51.7% year-on-year to RMB215.1 million, gross profit grew by 48.6% to RMB73.4 million, and gross margin slightly decreased by 0.7 percentage points to 34.1%, with net loss attributable to owners of the Company narrowing to RMB4.2 million, primarily due to increased revenue and gross profit Key Financial Indicators for H1 2025 | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 215,096 | 141,811 | 51.7% | | Cost of Sales | (141,736) | (92,443) | 53.3% | | Gross Profit | 73,360 | 49,368 | 48.6% | | Gross Margin | 34.1% | 34.8% | -0.7 percentage points | | Net Loss Attributable to Owners of the Company | (4,221) | (5,683) | -25.8% | Asphalt Mixing Plant Sales Performance | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 170,213 | 112,578 | 51.2% | | Gross Profit | 61,108 | 34,773 | 75.7% | | Gross Margin | 35.9% | 30.9% | +5.0 percentage points | | Number of Contracts | 23 | 10 | +13 | | Average Contract Value | 7,401 | 11,258 | -34.3% | Asphalt Mixing Plant Sales by Equipment Type | Equipment Type | H1 2025 Revenue (RMB thousands) | H1 2024 Revenue (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Recycling Equipment | 28,276 | 75,139 | -62.4% | | Conventional Equipment | 141,937 | 37,439 | 279.1% | Asphalt Mixing Plant Sales by Region | Region | H1 2025 Revenue (RMB thousands) | H1 2024 Revenue (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Mainland China | 160,269 | 73,800 | 117.2% | | Outside Mainland China | 9,944 | 38,778 | -74.4% | - Revenue from sales of spare parts and refurbished equipment increased by **48.9%** to **RMB32,624,000**, with a gross margin of **46.6%**[29](index=29&type=chunk) - Revenue from sales of other asphalt specialized equipment increased by **67.3%** to **RMB12,259,000**, with a gross margin of **21.0%**[30](index=30&type=chunk) - Distribution costs increased by **52%**, consistent with revenue growth; administrative expenses increased by **3.3%**, mainly due to higher R&D and staff costs[33](index=33&type=chunk)[34](index=34&type=chunk) - Net finance income decreased, primarily due to lower interest income from bank deposits[37](index=37&type=chunk) [Working Capital Management](index=16&type=section&id=Working%20Capital%20Management) The Group's working capital management shows a slight decrease in net current assets and current ratio, but a reduction in inventory turnover days, while trade receivables and bills payable turnover days both increased, reflecting expanded sales activities and optimized supplier payment terms Key Working Capital Indicators | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Net Current Assets | 386,600 | 393,386 | -1.7% | | Current Ratio | 2.8 times | 3.3 times | -0.5 times | | Inventories | 219,295 | 212,960 | +3.0% | | Trade and Bills Receivables | 212,888 | 169,189 | +25.8% | | Trade and Bills Payables | 117,273 | 90,398 | +29.7% | - Inventory turnover days decreased by **38 days** from 314 days to **276 days**, mainly due to an increase in raw materials and work-in-progress for signed but unrecognised sales contracts[40](index=40&type=chunk) - Trade receivables and bills receivable turnover days increased by **33 days** from 131 days to **164 days**, primarily due to a higher proportion of contracts completed with PRC customers at period-end[41](index=41&type=chunk) - Trade payables and bills payable turnover days increased by **7 days** from 126 days to **133 days**, reflecting more favorable payment terms negotiated with suppliers and subcontractors[42](index=42&type=chunk) [Liquidity and Financial Resources](index=17&type=section&id=Liquidity%20and%20Financial%20Resources) The Group primarily relies on internal cash flow and bank credit for funding, with cash and cash equivalents and pledged bank deposits increasing as of June 30, 2025, and no borrowings. Cash flow from operating activities turned positive, while cash outflows from investing and financing activities decreased Liquidity Position | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 55,882 | 48,926 | | Pledged Bank Deposits | 24,986 | 21,672 | | Borrowings | Nil | Nil | Cash Flow Changes | Activity Type | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Net Cash Generated From/(Used In) Operating Activities | 19,485 | (29,834) | | Net Cash (Used In)/Generated From Investing Activities | (1,166) | 7,408 | | Net Cash Used In Financing Activities | (10,576) | (42,231) | [Capital Commitments and Contingent Liabilities](index=18&type=section&id=Capital%20Commitments%20and%20Contingent%20Liabilities) As of June 30, 2025, the Group had contracted capital commitments for property, plant and equipment of RMB663,000 and provided a finance lease guarantee of up to RMB94,333,000 for its associate, Shanghai Tuopu Capital Commitments | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Contracted - Property, Plant and Equipment | 663 | 648 | - The Group provided a guarantee to Shanghai Tuopu for an amount up to **RMB94,333,000** (December 31, 2024: RMB85,756,000)[45](index=45&type=chunk) [Pledged Assets](index=18&type=section&id=Pledged%20Assets) As of June 30, 2025, the Group pledged certain property, plant and equipment, land use rights, and bank deposits to secure bills payable and bank financing Pledged Assets | Asset Category | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Property, Plant and Equipment | 23,619 | 24,749 | | Land Use Rights | 4,116 | 4,180 | | Bank Deposits | 24,986 | 21,672 | [Foreign Exchange Risk](index=19&type=section&id=Foreign%20Exchange%20Risk) The Group faces foreign exchange risk from sales and purchases denominated in USD and EUR, with RMB exchange rate fluctuations potentially impacting export prices and raw material costs. Management continuously monitors this risk but did not use financial hedging instruments during the period - The Group is exposed to foreign exchange risk arising from sales and purchases denominated in foreign currencies, including **USD** and **EUR**[47](index=47&type=chunk) - Appreciation or depreciation of the RMB against these foreign currencies may impact the Group's export sales and raw material procurement costs[47](index=47&type=chunk) - For the six months ended June 30, 2025, the Group did not use any financial instruments for hedging purposes[47](index=47&type=chunk) [Material Investments and Significant Acquisitions or Disposals](index=19&type=section&id=Material%20Investments%20and%20Significant%20Acquisitions%20or%20Disposals) For the six months ended June 30, 2025, the Group did not undertake any material investments or significant acquisition or disposal activities - For the six months ended June 30, 2025, the Group had no material investments or significant acquisitions or disposals[48](index=48&type=chunk) [Other Information](index=20&type=section&id=Other%20Information) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures](index=20&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares,%20and%20Debentures) This section discloses the interests of the Company's directors and chief executive and their associates in the Company's shares and shares of associated corporations as of June 30, 2025, and explains the impact of certain director position changes on equity disclosure Directors' Interests in Shares and Underlying Shares of the Company | Director Name | Nature of Interest | Number of Shares and Underlying Shares Held | Approximate Percentage of Company's Equity | | :--- | :--- | :--- | :--- | | Mr. Cai Hongneng | Controlled Corporation Interest | 345,696,000 | 55.14% | | Mr. Cai Hongneng | Beneficial Owner | 57,236,000 | 9.13% | | Ms. Cai Qunli | Beneficial Owner | 4,150,000 | 0.64% | | Mr. Cai Hanting | Beneficial Owner | 4,150,000 | 0.64% | | Mr. Liu Jingzhi | Controlled Corporation Interest | 13,500,000 | 2.15% | | Mr. Liu Jingzhi | Spouse's Interest | 150,000 | 0.02% | | Mr. Liu Jingzhi | Beneficial Owner | 2,000,000 | 0.32% | | Mr. Liu Jinzhi | Controlled Corporation Interest | 9,000,000 | 1.44% | | Mr. Liu Jinzhi | Beneficial Owner | 2,000,000 | 0.32% | | Mr. Chen Linghong | Beneficial Owner | 300,000 | 0.05% | | Mr. Li Zongjin | Beneficial Owner | 300,000 | 0.05% | | Mr. Li Weiyi | Beneficial Owner | 300,000 | 0.05% | | Mr. Huo Weishun | Beneficial Owner | 400,000 | 0.06% | | Mr. Alain Vincent Fontaine | Beneficial Owner | 293,113 | 0.05% | Directors' Interests in Shares and Underlying Shares of Associated Corporations | Director Name | Name of Associated Corporation | Nature of Interest | Approximate Percentage of Equity | | :--- | :--- | :--- | :--- | | Mr. Cai Hongneng | Hanming Investment Holdings Limited | Beneficial Owner | 40% | | Ms. Cai Qunli | Hanming Investment Holdings Limited | Beneficial Owner | 20% | | Mr. Cai Hanting | Hanming Investment Holdings Limited | Beneficial Owner | 20% | - **Mr. Cai Hongneng** resigned as Chairman and Executive Director on June 23, 2025, but remains a substantial shareholder, holding a total of approximately **64.27%** of the Company's equity[54](index=54&type=chunk) - **Mr. Huo Weishun** resigned as Independent Non-executive Director on September 1, 2025, and held **400,000 shares** as of June 30, 2025[54](index=54&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares](index=23&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) This section lists the substantial shareholders holding 5% or more of the Company's issued share capital and their shareholdings as of June 30, 2025 Substantial Shareholders' Shareholding | Substantial Shareholder Name/Name | Nature of Interest | Number of Shares Held | Approximate Percentage of the Company | | :--- | :--- | :--- | :--- | | Hanming Investment Holdings Limited | Beneficial Owner | 345,696,000 | 55.14% | | Mr. Cai Hongneng | Controlled Corporation Interest | 345,696,000 | 55.14% | | Mr. Cai Hongneng | Beneficial Owner | 57,236,000 | 9.13% | | SURE PRECISION LIMITED | Controlled Corporation Interest | 43,967,003 | 7.01% | [Share Option Scheme](index=24&type=section&id=Share%20Option%20Scheme) The Company has a share option scheme to incentivize employees and directors, which stipulates terms for grant, exercise price, exercise period, and share quantity limits. For the six months ended June 30, 2025, no share options were cancelled, exercised, or granted, and no share option expenses were recognized - The Share Option Scheme was adopted on **May 6, 2015**, with a **10-year validity**, aiming to recognize and reward the contributions of employees and directors of the Group's member companies[56](index=56&type=chunk) - The exercise price of share options shall be at least the highest of the nominal value of the shares, the closing price on the offer date, or the average closing price for the five business days immediately preceding the offer date[57](index=57&type=chunk) - The maximum number of shares that may be granted under the scheme shall not exceed **10%** of the total issued shares as of May 27, 2015 (i.e., **60,000,000 shares**)[58](index=58&type=chunk) - For the six months ended June 30, 2025, no share options were cancelled, exercised, or lapsed, and no share options were granted under the Share Option Scheme[59](index=59&type=chunk) - No share option expenses were recognized for the periods ended June 30, 2025, and 2024[60](index=60&type=chunk) [Sufficient Public Float](index=26&type=section&id=Sufficient%20Public%20Float) For the six months ended June 30, 2025, the Company consistently maintained a sufficient public float of not less than 25% of its issued shares as required by the Listing Rules - As of the date of this interim report, the Company has consistently maintained a sufficient public float of not less than **25%** of its issued shares as required by the Listing Rules[62](index=62&type=chunk) [Employees and Remuneration Policy](index=26&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group's employee count increased to 352, with total staff costs of approximately RMB38.5 million. The remuneration policy is based on employee performance, market conditions, and business needs, offering various benefits and training, with no share options granted during the period Employee and Remuneration Overview | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of Employees | 352 employees | 330 employees | | Total Staff Costs (H1 2025) | RMB38,502,000 | RMB33,511,000 (H1 2024) | - The Group's remuneration policy is formulated based on employee performance, market conditions, business needs, and expansion plans, including salaries, discretionary bonuses, and provident fund contributions[63](index=63&type=chunk) - No share options were granted for the six months ended June 30, 2025, and 2024[63](index=63&type=chunk) [Interim Dividend](index=26&type=section&id=Interim%20Dividend) For the six months ended June 30, 2025, the Board did not recommend the payment of any interim dividend, consistent with the same period last year - For the six months ended June 30, 2025, the Board did not recommend the payment of any interim dividend (six months ended June 30, 2024: same)[64](index=64&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=27&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) For the six months ended June 30, 2025, the Company purchased 5,184,000 of its own shares and cancelled 12,424,000 shares, with no listed securities sold during the period Listed Securities Transactions | Transaction Type | Quantity (shares) | Cost (RMB thousands) | | :--- | :--- | :--- | | Purchase of Own Shares | 5,184,000 | 2,962 | | Cancellation of Shares | 12,424,000 | 7,795 | - For the six months ended June 30, 2025, the Company did not sell any listed securities[65](index=65&type=chunk) [Corporate Governance Code](index=27&type=section&id=Corporate%20Governance%20Code) The Company complied with all provisions of the Corporate Governance Code in H1 2025, except for the combined roles of Chairman and CEO held by Ms. Cai Qunli, for which the Board has taken measures to ensure checks and balances - The Company complied with all code provisions of the Corporate Governance Code, except for the roles of Chairman and Chief Executive Officer being combined and held by **Ms. Cai Qunli**, which deviates from code provision C.2.1[66](index=66&type=chunk) - The Board has ensured that reasonable measures and safeguards are in place to maintain effective checks and balances, preserve the Board's independence, and ensure the robust operation of the Company's corporate governance framework[66](index=66&type=chunk) [Model Code for Securities Transactions](index=27&type=section&id=Model%20Code%20for%20Securities%20Transactions) The Company adopted the Model Code for Securities Transactions as set out in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions, and all directors confirmed compliance throughout the period - The Company has adopted the Model Code as set out in Appendix C3 of the Listing Rules, and all directors have confirmed their compliance with the Model Code throughout the period[67](index=67&type=chunk) [Review of Interim Results](index=27&type=section&id=Review%20of%20Interim%20Results) The Group's interim results for the six months ended June 30, 2025, were reviewed by the Audit Committee and by PricewaterhouseCoopers in accordance with Hong Kong Standard on Review Engagements 2410 - The Group's interim results for the six months ended June 30, 2025, were reviewed by the Audit Committee, which comprises **three independent non-executive directors**[68](index=68&type=chunk) - **PricewaterhouseCoopers** has reviewed the unaudited interim condensed consolidated financial information in accordance with Hong Kong Standard on Review Engagements 2410[69](index=69&type=chunk) [Changes in Directors' Information](index=28&type=section&id=Changes%20in%20Directors'%20Information) This section details changes in Board members and their committee roles for the period up to September 1, 2025, including appointments and resignations of the Chairman, Independent Non-executive Directors, Company Secretary, and various committee members - **Mr. Cai Hongneng** resigned as Chairman and Executive Director, and **Ms. Cai Qunli** was appointed Chairman and member of the Nomination Committee[70](index=70&type=chunk) - **Mr. Li Zongjin** resigned as Independent Non-executive Director and member of several committees, and **Mr. Li Weiyi** was appointed Chairman of the Nomination Committee[70](index=70&type=chunk) - **Mr. Huo Weishun** resigned as Independent Non-executive Director and was appointed Chief Financial Officer, Company Secretary, and Authorized Representative[70](index=70&type=chunk) - **Ms. Hu Bingbing** was appointed Independent Non-executive Director, Chairman of the Remuneration Committee, and member of the Audit and Risk Management Committees[71](index=71&type=chunk) [Review Report on Interim Financial Information](index=29&type=section&id=Review%20Report%20on%20Interim%20Financial%20Information) [Introduction and Scope of Review](index=29&type=section&id=Introduction%20and%20Scope%20of%20Review) PricewaterhouseCoopers reviewed DG Technology Holdings Limited's interim financial information for the six months ended June 30, 2025, in accordance with Hong Kong Standard on Review Engagements 2410. The scope of review is less than an audit, thus no audit opinion is expressed - The auditor has reviewed the Group's interim financial information for the six months ended June 30, 2025, which complies with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants[72](index=72&type=chunk) - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, which is substantially less in scope than an audit, and therefore no audit opinion is expressed[73](index=73&type=chunk) [Conclusion](index=30&type=section&id=Conclusion) Based on the review, the auditor found no matters that lead them to believe the Group's interim financial information is not prepared in all material respects in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' - Based on the review, the auditor found no matters that lead them to believe the Group's interim financial information is not prepared in all material respects in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants[74](index=74&type=chunk) [Interim Condensed Consolidated Statement of Profit or Loss](index=31&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) This interim condensed consolidated statement of profit or loss shows that for the six months ended June 30, 2025, the Group's revenue significantly increased by 51.7%, gross profit grew by 48.6%, and both operating loss and loss attributable to owners of the Company narrowed, reflecting improved operating conditions Interim Condensed Consolidated Statement of Profit or Loss Summary | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 215,096 | 141,811 | | Cost of Sales | (141,736) | (92,443) | | Gross Profit | 73,360 | 49,368 | | Other Income and Other Gains/(Losses) - Net | 1,952 | 422 | | Distribution Costs | (50,872) | (33,537) | | Administrative Expenses | (32,631) | (31,598) | | Impairment Loss (Provision)/Reversal - Net for Trade Receivables | (33) | 3,350 | | Operating Loss | (8,224) | (11,995) | | Net Finance Income | 3,259 | 5,714 | | Share of Profit of an Associate - Net | 1,077 | 1,066 | | Loss Before Income Tax | (3,888) | (5,215) | | Income Tax Expense | (333) | (468) | | Loss for the Period Attributable to Owners of the Company | (4,221) | (5,683) | | Loss Per Share Attributable to Owners of the Company for the Period (RMB cents) | (0.66) | (0.89) | [Interim Condensed Consolidated Statement of Comprehensive Income](index=32&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) This interim condensed consolidated statement of comprehensive income shows that for the six months ended June 30, 2025, the Group's loss for the period was RMB4,221,000, and with other comprehensive loss from currency translation differences, the total comprehensive loss attributable to owners of the Company was RMB6,663,000, a slight improvement from the prior period Interim Condensed Consolidated Statement of Comprehensive Income Summary | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Loss for the Period | (4,221) | (5,683) | | Currency Translation Differences | (2,442) | (1,060) | | Other Comprehensive Loss for the Period, Net of Tax | (2,442) | (1,060) | | Total Comprehensive Loss for the Period Attributable to Owners of the Company | (6,663) | (6,743) | [Interim Condensed Consolidated Statement of Financial Position](index=33&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This interim condensed consolidated statement of financial position shows that as of June 30, 2025, the Group's total assets increased to RMB770.9 million, total liabilities increased to RMB215.2 million, while total equity slightly decreased to RMB555.7 million Interim Condensed Consolidated Statement of Financial Position Summary | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Total Non-current Assets | 173,752 | 176,731 | | Total Current Assets | 597,137 | 560,947 | | Total Assets | 770,889 | 737,678 | | Total Equity | 555,654 | 565,279 | | Total Non-current Liabilities | 4,698 | 4,838 | | Total Current Liabilities | 210,537 | 167,561 | | Total Liabilities | 215,235 | 172,399 | | Total Equity and Liabilities | 770,889 | 737,678 | [Interim Condensed Consolidated Statement of Changes in Equity](index=35&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This interim condensed consolidated statement of changes in equity shows that for the six months ended June 30, 2025, total equity attributable to owners of the Company slightly decreased due to loss for the period, currency translation differences, and share repurchases, with no dividends distributed Interim Condensed Consolidated Statement of Changes in Equity Summary | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Total Equity at Beginning of Period | 565,279 | 603,522 | | Loss for the Period | (4,221) | (5,683) | | Currency Translation Differences | (2,442) | (1,060) | | Share Repurchases | (2,962) | – | | Dividends Paid | – | (39,898) | | Total Equity at End of Period | 555,654 | 556,881 | [Interim Condensed Consolidated Statement of Cash Flows](index=36&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This interim condensed consolidated statement of cash flows shows that for the six months ended June 30, 2025, the Group generated net cash of RMB19.5 million from operating activities, a significant improvement from the prior period. Investing activities turned into net cash outflow, and net cash outflow from financing activities substantially decreased, leading to a net increase in cash and cash equivalents Interim Condensed Consolidated Statement of Cash Flows Summary | Activity Type | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Net Cash Generated From/(Used In) Operating Activities | 19,485 | (29,834) | | Net Cash (Used In)/Generated From Investing Activities | (1,166) | 7,408 | | Net Cash Used In Financing Activities | (10,576) | (42,231) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 7,743 | (64,657) | | Cash and Cash Equivalents at End of Period | 55,882 | 95,148 | [Notes to the Interim Condensed Consolidated Financial Information](index=37&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Information) [General Information](index=37&type=section&id=General%20Information) This section outlines DG Technology Holdings Limited and its subsidiaries' principal business activities, including the production, distribution, R&D, and sale of asphalt mixing plants, other asphalt specialized equipment, spare parts, and refurbished equipment, confirming the company's shares were listed on the Main Board of the Hong Kong Stock Exchange on May 27, 2015 - The Group is principally engaged in the production, distribution, research and development, and sale of asphalt mixing plants, other asphalt specialized equipment, spare parts, and refurbished equipment[85](index=85&type=chunk) - The Company's shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited on **May 27, 2015**[86](index=86&type=chunk) [Basis of Preparation](index=37&type=section&id=Basis%20of%20Preparation) This interim condensed consolidated financial information is prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants and should be read in conjunction with the annual financial statements for the year ended December 31, 2024 - This interim condensed consolidated financial information has been prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants[87](index=87&type=chunk) - The interim condensed consolidated financial information should be read in conjunction with the annual financial statements for the year ended December 31, 2024[87](index=87&type=chunk) [Accounting Policies](index=37&type=section&id=Accounting%20Policies) The Group's accounting policies are consistent with those in the 2024 annual financial statements, with only the adoption of HKAS 21 and HKFRS 1 (Amendments) 'Lack of Exchangeability' having no significant impact on the interim financial information. This section also lists new and revised standards and interpretations not yet adopted - The accounting policies adopted are consistent with those applied in the annual financial statements for the year ended December 31, 2024, except for the adoption of **HKAS 21** and **HKFRS 1 (Amendments) 'Lack of Exchangeability'**[88](index=88&type=chunk)[89](index=89&type=chunk) - The adoption of the above amendments did not have any significant financial impact on this interim condensed consolidated financial information[89](index=89&type=chunk) - The Group is assessing the potential impact of new and revised standards and interpretations not yet adopted (including **HKFRS 18**, **HKFRS 19**, etc.), and currently cannot state whether they will have a significant impact[90](index=90&type=chunk)[91](index=91&type=chunk) [Financial Risk Management](index=39&type=section&id=Financial%20Risk%20Management) The Group faces various financial risks, including market risk (foreign exchange, cash flow, and fair value interest rate risks), credit risk, and liquidity risk. Risk management policies have not changed since December 31, 2024, and the carrying amounts of financial assets and liabilities due within one year approximate their fair values - The Group's operations expose it to various financial risks: **market risk** (including foreign exchange risk, cash flow and fair value interest rate risk), **credit risk**, and **liquidity risk**[92](index=92&type=chunk) - The risk management policies have not changed since **December 31, 2024**[93](index=93&type=chunk) - The carrying amounts of the Group's financial assets and liabilities due within one year approximate their fair values[94](index=94&type=chunk) [Estimates](index=39&type=section&id=Estimates) The preparation of interim condensed consolidated financial information requires management to make judgments, estimates, and assumptions, which are the same as those applied in the consolidated financial statements for the year ended December 31, 2024 - In preparing this interim condensed consolidated financial information, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are the same as those applied in the Group's consolidated financial statements for the year ended December 31, 2024[95](index=95&type=chunk) [Segment Information](index=40&type=section&id=Segment%20Information) The Group has only one main operating segment: the sale of asphalt mixing plants, spare parts, refurbished equipment, and other asphalt specialized equipment. Revenue from Mainland China significantly increased, while revenue from outside Mainland China decreased. Non-current assets are primarily located in Mainland China - The Group has determined that it has only one main operating segment, which is the sale of asphalt mixing plants, spare parts, refurbished equipment, and other asphalt specialized equipment[96](index=96&type=chunk) Revenue Composition | Revenue Source | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Sales of Asphalt Mixing Plants | 170,213 | 112,578 | | Sales of Spare Parts and Refurbished Equipment | 32,624 | 21,906 | | Sales of Other Asphalt Specialized Equipment | 12,259 | 7,327 | | **Total** | **215,096** | **141,811** | Revenue from External Customers by Country | Region | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Mainland China | 198,656 | 97,388 | | Outside Mainland China | 16,440 | 44,423 | | **Total** | **215,096** | **141,811** | Geographical Location of Non-current Assets | Region | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Mainland China | 111,910 | 112,580 | | Outside Mainland China | 51,081 | 53,057 | | **Total** | **162,991** | **165,637** | - For the six months ended June 30, 2025, and 2024, there were no customers whose transactions exceeded **10%** of the Group's revenue[102](index=102&type=chunk) [Other Income and Other Gains/(Losses) - Net](index=42&type=section&id=Other%20Income%20and%20Other%20Gains/(Losses)%20-%20Net) For the six months ended June 30, 2025, the Group's other income and other gains, net, amounted to RMB1,952,000, primarily from government grants and net exchange gains, a significant increase from RMB422,000 in the prior period Other Income and Other Gains/(Losses) - Net | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Government Grants | 1,124 | 1,034 | | Net Exchange Gains/(Losses) | 437 | (1,187) | | Others | 409 | 186 | | **Total** | **1,952** | **422** | - Government grants primarily refer to financial support provided by the government to assist operating activities, with no unfulfilled conditions or other contingencies attached[103](index=103&type=chunk) [Operating Loss](index=43&type=section&id=Operating%20Loss) This section lists the main components of operating loss for the six months ended June 30, 2025, including cost of inventories, employee benefit expenses, depreciation and amortization, and impairment provisions for trade receivables and inventories Components of Operating Loss | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Cost of Inventories | 132,049 | 87,607 | | Employee Benefit Expenses | 38,502 | 33,511 | | Depreciation and Amortization | 3,812 | 4,309 | | Impairment Loss Provision/(Reversal) - Net for Trade Receivables | 33 | (3,350) | | Impairment Loss Provision/(Reversal) - Net for Inventories | 5,515 | (3,199) | [Income Tax Expense](index=43&type=section&id=Income%20Tax%20Expense) For the six months ended June 30, 2025, income tax expense primarily consisted of deferred tax expense of RMB468,000. The Group made no provision for Hong Kong profits tax and PRC corporate income tax due to no taxable profits. Langfang DG, as a high-tech enterprise, enjoys a preferential income tax rate of 15% and a 100% additional deduction for R&D expenses Income Tax Expense | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Deferred Income Tax | 468 | 333 | - The Group had no taxable profits subject to Hong Kong profits tax and PRC corporate income tax during the period, thus no related provisions were made[107](index=107&type=chunk) - Langfang DG, as a 'High-New Technology Enterprise', enjoys a preferential income tax rate of **15%**, and eligible R&D expenses are entitled to a **100%** additional tax deduction[107](index=107&type=chunk) [Loss Per Share](index=45&type=section&id=Loss%20Per%20Share) For the six months ended June 30, 2025, basic loss per share attributable to owners of the Company was RMB0.66 cents, narrowing from RMB0.89 cents in the prior period. There were no potential dilutive shares during the period, so diluted loss per share was the same as basic loss per share Loss Per Share Calculation | Indicator | H1 2025 | | :--- | :--- | | Loss Attributable to Owners of the Company (RMB thousands) | (4,221) | | Weighted Average Number of Ordinary Shares Issued | 638,516,000 | | Basic Loss Per Share (RMB cents) | (0.66) | - For the periods ended June 30, 2025, and 2024, diluted loss per share was the same as basic loss per share, as there were no potential dilutive shares[109](index=109&type=chunk) [Property, Plant and Equipment and Intangible Assets](index=46&type=section&id=Property,%20Plant%20and%20Equipment%20and%20Intangible%20Assets) This section details the changes in the net book value of the Group's property, plant and equipment and intangible assets for the six months ended June 30, 2025, including the impact of additions, disposals, depreciation, amortization, and exchange differences Changes in Net Book Value of Property, Plant and Equipment and Intangible Assets | Item | Property, Plant and Equipment (RMB thousands) | Intangible Assets (RMB thousands) | | :--- | :--- | :--- | | At January 1, 2025 | 100,080 | 1,485 | | Additions | 1,412 | – | | Disposals | (2) | – | | Amortization | – | (234) | | Depreciation | (3,578) | – | | Exchange Differences | (1,517) | (4) | | At June 30, 2025 | 96,395 | 1,247 | [Net Investment in an Associate](index=47&type=section&id=Net%20Investment%20in%20an%20Associate) As of June 30, 2025, the Group's net investment in an associate increased to RMB65,349,000, primarily from its share of profit. The Group also provided a finance lease guarantee for Shanghai Tuopu, amounting to RMB94,333,000 Changes in Investment in an Associate | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | | :--- | :--- | :--- | | Balance at January 1 | 64,072 | 62,256 | | Additions | 200 | – | | Share of Net Profit | 1,077 | 1,066 | | Balance at June 30 | 65,349 | 63,322 | - The Group provided a guarantee to Shanghai Tuopu for an amount up to **RMB94,333,000** (December 31, 2024: RMB85,756,000)[111](index=111&type=chunk) [Trade and Bills Receivables](index=47&type=section&id=Trade%20and%20Bills%20Receivables) As of June 30, 2025, the Group's total trade and bills receivables increased to RMB212,888,000. Customers are generally granted credit terms of up to 18 months, with impairment provisions made based on individual assessment or common credit risk characteristics. This section also provides an aging analysis of trade receivables Total Trade and Bills Receivables | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade Receivables from Third Parties | 277,733 | 230,749 | | Less: Loss Allowance | (63,673) | (63,640) | | Less: Discounting Impact | (4,528) | (3,984) | | Bills Receivable | 3,356 | 6,064 | | **Total** | **212,888** | **169,189** | - The Group's customers are generally granted credit terms of up to **18 months**[113](index=113&type=chunk) - Impairment provisions for trade receivables are made based on individual assessment or common credit risk characteristics[114](index=114&type=chunk) Aging Analysis of Trade Receivables | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 1 Year | 207,566 | 147,779 | | 1 to 2 Years | 4,584 | 19,022 | | 2 to 3 Years | 5,122 | 3,282 | | Over 3 Years | 60,461 | 60,666 | | **Total** | **277,733** | **230,749** | [Trade and Other Payables and Contract Liabilities](index=49&type=section&id=Trade%20and%20Other%20Payables%20and%20Contract%20Liabilities) As of June 30, 2025, the Group's total trade and other payables and contract liabilities increased to RMB210,039,000. Bills payable are secured by certain of the Group's assets. This section also provides an aging analysis of trade and bills payables Total Trade and Other Payables and Contract Liabilities | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade Payables | 60,568 | 26,307 | | Bills Payable | 56,705 | 64,091 | | Amount Due to a Related Party | 252 | 252 | | Other Payables and Accruals | 42,818 | 34,652 | | Contract Liabilities | 49,696 | 41,320 | | **Total** | **210,039** | **166,622** | - The Group's bills payable of **RMB56,705,000** are secured by pledged bank deposits of approximately **RMB20,080,000**, buildings of **RMB23,619,000**, and land use rights of **RMB4,116,000**[116](index=116&type=chunk) Aging Analysis of Trade and Bills Payables | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 3 Months | 107,950 | 56,814 | | After 3 Months but Within 6 Months | 5,311 | 28,082 | | After 6 Months but Within 1 Year | 1,916 | 3,342 | | Over 1 Year | 2,096 | 2,160 | | **Total** | **117,273** | **90,398** | [Share Capital, Share Premium and Other Reserves](index=50&type=section&id=Share%20Capital,%20Share%20Premium%20and%20Other%20Reserves) This section details the composition and changes in the Group's share capital, share premium, and other reserves. As of June 30, 2025, the number of issued shares decreased due to share repurchases and cancellations. Share premium is distributable, capital reserve originates from controlling shareholder contributions, and statutory reserve and special safety production fund are established according to PRC regulations Issued and Fully Paid Share Capital | Item | Number of Shares (thousands of shares) | RMB thousands | | :--- | :--- | :--- | | At January 1, 2025 | 639,408 | 5,059 | | Cancellation of Repurchased Shares | (12,424) | – | | At June 30, 2025 | 626,984 | 5,059 | - For the six months ended June 30, 2025, the Company repurchased **5,184,000** of its own shares (at a cost of approximately **RMB2,962,000**) and cancelled **12,424,000** repurchased shares (at a total cost of approximately **RMB7,795,000**)[119](index=119&type=chunk) - The Company's share premium account is available for distribution to shareholders, provided that immediately following the date of the proposed dividend distribution, the Company is able to pay its debts as they fall due in the ordinary course of business[120](index=120&type=chunk) - Capital reserve includes contributions from controlling shareholders arising from transactions with owners (in their capacity as equity owners)[121](index=121&type=chunk) - Statutory general reserve is established in accordance with relevant PRC regulations and statutes, and can be used to offset prior year losses or be converted into capital[122](index=122&type=chunk) - In accordance with PRC regulations, the Group's PRC subsidiaries are required to transfer a special safety production fund to a special reserve account at a fixed ratio based on production volume[123](index=123&type=chunk) [Dividends](index=52&type=section&id=Dividends) For the six months ended June 30, 2025, the Company neither paid, declared, nor proposed any interim dividend, consistent with the prior period - For the six months ended June 30, 2025, no interim dividend was paid, declared, or proposed (2024: nil)[124](index=124&type=chunk) [Capital Commitments](index=53&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had contracted capital commitments for property, plant and equipment of RMB663,000, with no authorized but uncontracted capital commitments Capital Commitments | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Contracted: Property, Plant and Equipment | 663 | 648 | - As of June 30, 2025, there were no authorized but uncontracted capital commitments (December 31, 2024: same)[125](index=125&type=chunk) [Related Party Transactions and Balances](index=53&type=section&id=Related%20Party%20Transactions%20and%20Balances) The Group is controlled by Hanming Investment Holdings Limited, with the ultimate controlling party being the Cai family. As of June 30, 2025, the amount due to a related party (an entity controlled by the Cai family) was RMB252,000, which is unsecured, interest-free, and repayable on demand - The Group is controlled by **Hanming Investment Holdings Limited**, which owns approximately **55%** of the Company's shares, with the ultimate controlling party being the **Cai family**[126](index=126&type=chunk) Year-end Related Party Balances | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Amount Due to a Related Party - Cai Family Controlled Entity | 252 | 252 | - The amount due to a related party is unsecured, interest-free, and repayable on demand[128](index=128&type=chunk)

[Supplemental Announcement Regarding the 2024 Annual Report](index=1&type=section&id=Supplemental%20Announcement%20Regarding%20the%202024%20Annual%20Report) This section provides supplementary information to the 2024 annual report, detailing asset impairment losses and share option plan specifics [Asset Impairment Loss](index=1&type=section&id=(I)%20Asset%20Impairment%20Loss) MI Energy Holdings Limited recognized an asset impairment loss of approximately **RMB 93.4 million** for its Daan oilfield cash-generating unit due to a shortened forecast period and reduced crude oil production forecasts as the product sharing contract nears expiration [Reasons for Asset Impairment](index=1&type=section&id=Reasons%20for%20Asset%20Impairment) This section outlines the factors leading to the asset impairment assessment for the Daan oilfield cash-generating unit - The Group primarily engages in exploration, development, production, and sale of crude oil and other petroleum products in the Daan oilfield in China, which is its single cash-generating unit[3](index=3&type=chunk) - The product sharing contract for the Daan oilfield will expire on February 29, 2028, with oil and gas assets and mineral rights exclusively tied to this cash-generating unit and no alternative use after contract expiration[3](index=3&type=chunk) - Management has assessed the cash-generating unit by comparing its carrying amount with its recoverable amount to determine if impairment exists[3](index=3&type=chunk) [Valuation Methodology](index=2&type=section&id=Valuation%20Methodology) This section describes the valuation approach used to assess the recoverable amount of the cash-generating unit for impairment testing - The company uses a discounted cash flow model (income approach) to estimate the present value of expected future cash flows, calculating Value in Use (VIU) for impairment assessment[4](index=4&type=chunk) - The market approach was not used for valuation as oil and gas assets and mineral rights are exclusively for operations under the product sharing contract, with no comparable market transactions[4](index=4&type=chunk) - The 2023 and 2024 valuations employed the same assessment methodology, with annual reviews by the company's auditors[4](index=4&type=chunk) [Key Bases and Assumptions for 2023 and 2024 Valuations](index=2&type=section&id=Key%20Bases%20and%20Assumptions%20for%202023%20and%202024%20Valuations) This section details the critical inputs and assumptions underlying the 2023 and 2024 impairment valuations Comparison of Key Assumptions for 2024 and 2023 Valuations | Indicator | 2024 Valuation | 2023 Valuation | | :--- | :--- | :--- | | Forecast Period | – 2025 | – 2028 | | Crude Oil Price (USD/barrel) | 71.0 – 74.0 | 70.0 – 77.0 | | Production during remaining concession period (thousand barrels) | 8,889 | 13,217 | | Inflation Rate (per annum) | 2.18 % | 2.20 % | | Exchange Rate (USD/RMB) | 7.2000 | 7.0997 | | Pre-tax Discount Rate | 22.12 % | 23.17 % | - Based on the 2024 valuation, the cash-generating unit's value in use is approximately **RMB 969.0 million**, with an asset impairment loss of approximately **RMB 93.4 million** recognized, comprising **RMB 91.2 million** for oil and gas assets and **RMB 2.2 million** for mineral rights[6](index=6&type=chunk) - The forecast period for the 2024 valuation is shortened by one year compared to the 2023 valuation due to the product sharing contract expiring on February 29, 2028[7](index=7&type=chunk) - Forecast crude oil production decreased by approximately **32.7%** from **13,217 thousand barrels** in the 2023 valuation to **8,889 thousand barrels** in the 2024 valuation, primarily due to 2024 forecast production, natural decline, and no new well drilling[9](index=9&type=chunk) [Major Changes Between 2023 and 2024 Valuations](index=3&type=section&id=Major%20Changes%20Between%202023%20and%202024%20Valuations) This section highlights the primary differences between the 2023 and 2024 valuations, driven by the impending contract expiration - The main changes between the 2023 and 2024 valuations are the shortened forecast period and decreased crude oil production forecasts, both influenced by the approaching expiration of the product sharing contract concession period[12](index=12&type=chunk) - Other key input data and assumptions remained largely unchanged, apart from the forecast period and crude oil production[12](index=12&type=chunk) [Share Option Scheme](index=4&type=section&id=(II)%20Share%20Option%20Scheme) This section provides supplementary details on the company's 2021 Share Option Scheme, including the absence of service provider sub-limits and its remaining term - There are no service provider sub-limits under the 2021 Share Option Scheme[13](index=13&type=chunk) - As of December 31, 2024, the 2021 Share Option Scheme has a remaining term of **6.5 years**[13](index=13&type=chunk)

Revenue Performance - The company's revenue for the six months ended June 30, 2025, was HKD 2,199,166,000, a decrease of 6.2% compared to HKD 2,343,455,000 for the same period in 2024[5] - Revenue from the three major domestic telecom operators and China Tower decreased by 23.7% to HKD 817,621,000, accounting for 37.2% of total revenue, down from 45.6% in the previous year[6] - Revenue from international customers increased by 13.5% to HKD 1,106,059,000, representing 50.3% of total revenue, up from 41.6% in the previous year[6] - Revenue for the six months ended June 30, 2025, was HKD 2,199,166, a decrease of 6.1% from HKD 2,343,455 for the same period in 2024[69] - Revenue from domestic customers in China was HKD 1,381,507, down from HKD 1,576,903 in 2024, representing a decline of 12.3%[69] - Revenue from major customers accounted for 16.5%, 8.0%, and 7.3% of total group revenue, with amounts of HKD 362,206,000, HKD 176,906,000, and HKD 159,616,000 respectively[71] Profitability - The company reported a net profit attributable to shareholders of HKD 61,781,000, compared to a net loss of HKD 158,433,000 in the same period last year[16] - The company reported a profit of HKD 71,335 thousand for the period, a significant recovery from a loss of HKD 157,282 thousand in the previous year[48] - Basic and diluted earnings per share for the period were HKD 0.0209, compared to a loss per share of HKD 0.0573 in the prior year[47] - The group recorded a net loss of HKD 2,167,000 from equity investments designated at fair value through profit or loss, a significant decrease from a loss of HKD 21,371,000 in the previous year[79] - The total comprehensive loss for the period amounted to HKD 320,725,000, highlighting challenges in the current market environment[51] Expenses and Costs - Gross profit increased by 4.2% to HKD 648,782,000, with a gross profit margin of 29.5%, up 2.9 percentage points from 26.6% in the previous year[8] - Research and development expenses decreased by 29.5% to HKD 161,891,000, representing 7.4% of total revenue, down from 9.8% in the previous year[10] - Financing costs increased by 47.3% to HKD 19,897,000, while interest income rose by 30.8% to HKD 17,086,000[13] - Other income and gains decreased by 22.6% to HKD 50,510,000, accounting for 2.3% of total revenue, down from 2.8% in the previous year[9] - The total employee cost for the period was HKD 325,973,000, a decrease from HKD 555,920,000 in the same period last year[31] Financial Position - As of June 30, 2025, the group's net current assets amounted to HKD 2,301,943,000, including inventories of HKD 872,150,000 and trade receivables of HKD 2,264,157,000[19] - The total financial leverage ratio as of June 30, 2025, was 12.7%, up from 11.3% as of December 31, 2024[21] - The company’s net asset value rose to HKD 3,252,001 thousand, compared to HKD 2,713,354 thousand at the end of 2024, indicating strong financial health[50] - The total assets as of June 30, 2025, amounted to HKD 5,698,855 thousand, an increase from HKD 5,568,608 thousand at the end of 2024[49][50] - The total liabilities as of June 30, 2025, were HKD 4,446,854, a decrease from HKD 4,726,254 as of December 31, 2024[68] Shareholder Information - The board proposed an interim dividend of HKD 0.006 per share, with a total payout ratio of 28.7% based on basic earnings, compared to no interim dividend in the previous year[17] - Mr. Huo holds a total of 694,417,468 shares, representing approximately 22.37% of the issued share capital[33] - Mr. Zhang holds 228,225,410 shares, representing approximately 7.35% of the issued share capital[33] - Mr. Yi holds 310,407,322 shares, representing approximately 9.99% of the issued share capital[33] - Prime Choice Investments Limited, owned by Mr. Huo, holds 678,115,129 shares, representing approximately 21.84% of the issued share capital[40] Cash Flow and Investments - Cash generated from operating activities for the six months ended June 30, 2025, was HKD 451,370,000, compared to HKD 157,372,000 in the prior year, representing an increase of approximately 187%[54] - The net cash flow from investing activities was a negative HKD 109,884,000 for the six months ended June 30, 2025, compared to a positive cash flow of HKD 97,504,000 in the same period of 2024[55] - The net cash flow from financing activities was HKD 334,213,000 for the six months ended June 30, 2025, a substantial increase from HKD 34,585,000 in the same period of 2024[55] - The company completed the acquisition of approximately 10.7% equity in Kyson Network Systems Co., Ltd. for a total consideration of RMB 331,128,000, increasing its ownership to 100%[23] Stock Options and Share Awards - The company has a stock option plan and a share award plan, with specific details outlined in the financial statements[38] - The company has terminated the 2013 share option plan, with no further options to be granted, maintaining the effectiveness of previously granted options[99] - The company’s shareholders adopted a new stock option plan on May 22, 2023, which will be effective for ten years and expire on May 22, 2033[107] - The total number of options granted under the 2023 stock option plan and the 2023 share award plan cannot exceed 1% of the total issued shares at any time[109] - The total number of rewards granted under the 2023 Share Award Plan is capped at 1% of the total issued shares of the company at any time[117] Compliance and Governance - The board has confirmed compliance with all code provisions during the reporting period[43] - The company has adopted a code of conduct for securities transactions by directors, ensuring adherence to standards[44] - The financial statements were approved and authorized for issue by the board of directors on August 19, 2025[140] - The chairman of the board is Ho Tung Ling, who oversees the operations of the group[141]