Black Sesame International Holding Limited 黑芝麻智能國際控股有限公司* （於開曼群島註冊成立的有限公司） 股份代號：2533 2025 中期報告 * 僅供識別 Z:\09. IR\166448 Black Sesame IR25\Cover\Black Sesame IR25 Full Cover.indd 目錄 2 公司資料 4 主要摘要 5 管理層討論及分析 17 中期財務資料審閱報告 18 簡明綜合全面（虧損）╱收益表 20 簡明綜合財務狀況表 22 簡明綜合權益變動表 24 簡明綜合現金流量表 25 財務資料附註 65 其他資料 78 釋義 公司資料 董事會 執行董事 單記章先生 （董事長） 劉衛紅先生 曾代兵先生 非執行董事 楊磊博士 獨立非執行董事 李青原教授 龍文懋教授 徐明教授 審核委員會 單記章先生 （主席） 龍文懋教授 李青原教授 聯席公司秘書 孫曉祥先生 郭兆瑩女士 (ACG, HKACG) 授權代表 單記章先生 孫曉祥先生 核數師 李青原教授 （主席） 龍文懋教授 徐明教授 薪酬委員會 龍文懋教授 （主席） 徐明教授 單記章先生 提名委員會 ...

中國金茂控股集團有限公司 CHINA JINMAO HOLDINGS GROUP LIMITED ( 於香港註冊成立的有限公司 ) (Incorporated in Hong Kong with limited liability) 股票代號 Stock Code: 00817 中期報告 2025Interim Report 目錄 Contents | 財務摘要 | 封面內頁 Inside Cover | Financial Highlights | | --- | --- | --- | | 公司資料 | 1 | Corporate Information | | 主席致辭 | 3 | Chairman's Statement | | 管理層討論與分析 | 7 | Management Discussion and Analysis | | 獨立審閱報告 | 60 | Independent Review Report | | 中期簡明綜合財務資料 | 62 | Interim Condensed Consolidated Financial Information | | 中期簡明綜合財務資料附註 | 7 ...

[Company Information](index=3&type=section&id=Company%20Information) This section outlines the company's governance structure, including its board and committees, along with essential corporate and listing details [Board of Directors and Committees](index=3&type=section&id=2.1%20Board%20of%20Directors%20and%20Committees) This section details the composition of EDGII Group Holdings Limited's Board of Directors, including executive and independent non-executive directors, and various professional committees - Executive Directors include Mr. Liu Kam Yiu (Co-Chairman and CEO), Mr. Ng Po Sing (Co-Chairman and CFO), Mr. Chan Wai Pan (Co-COO), and Ms. Lau Wai Man (Co-COO)[3](index=3&type=chunk) - Independent Non-Executive Directors are Ms. Cheung Siu Wan, Mr. Yu Lung Kwan, and Dr. Cheung Wah Keung[3](index=3&type=chunk) - The company has established Audit, Remuneration, Nomination, Corporate Governance, IP Development, and Environmental, Social and Governance Committees to ensure sound corporate governance[3](index=3&type=chunk) [Corporate Information and Listing Details](index=3&type=section&id=2.2%20Corporate%20Information%20and%20Listing%20Details) This section provides details on the company's auditor, registered office, principal place of business, share registrar, principal bankers, investor relations consultant, legal counsel, and listing information on the HKEX Main Board - The company's auditor is Ernst & Young[3](index=3&type=chunk) - The company's headquarters and principal place of business in China are located at 8/F, Block A, No. 399 Liuzhou Road, Xuhui District, Shanghai[4](index=4&type=chunk) - The company's shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited on January 16, 2020, with stock code 9919[6](index=6&type=chunk) [Interim Business Cases](index=5&type=section&id=Interim%20Business%20Cases) This section showcases the Group's successful projects across experiential marketing, digital marketing, and IP expansion, highlighting its capabilities with leading brands [Experiential Marketing](index=5&type=section&id=3.1%20Experiential%20Marketing) This section highlights the Group's successful experiential marketing cases, including large-scale events for luxury brands like Louis Vuitton, BMW, and Nike, demonstrating its excellence in high-end brand event planning and execution - Planned the "Voyage Extraordinaire" exhibition for LOUIS VUITTON[8](index=8&type=chunk) - Organized the "2025 BMW New Generation Driving Pleasure Concept Car Performance Challenge" for BMW[9](index=9&type=chunk) - Hosted the "Leading the Way" fashion show for NIKE[17](index=17&type=chunk) [Digital Marketing and Promotion](index=8&type=section&id=3.2%20Digital%20Marketing%20and%20Promotion) This section showcases the Group's digital marketing and promotion cases, including social media operations and digital promotion services for brands like ALEXANDER WANG and LA PRAIRIE, reflecting its online marketing expertise - Provided social media operation services for ALEXANDER WANG and SK-II[21](index=21&type=chunk) - Planned the "Caviar Sky Journey" digital marketing campaign for LA PRAIRIE[21](index=21&type=chunk) [IP Expansion](index=9&type=section&id=3.3%20IP%20Expansion) This section presents the Group's IP expansion cases, including planning the "2025 Shanghai Summer Grand Opening" event for Shanghai Design Week, demonstrating its capabilities in IP project operation and brand collaboration - Planned the "2025 Shanghai Summer Grand Opening" event for SHANGHAI DESIGN WEEK[23](index=23&type=chunk) [Awards and Honors](index=10&type=section&id=Awards%20and%20Honors) This section lists the various industry awards and honors received by the Group, recognizing its leading position and innovative capabilities in the marketing industry [Company Awards](index=10&type=section&id=4.1%20Company%20Awards) This section lists multiple industry awards received by EDGII Group in mid-2025, primarily from the 16th HUXIAO Awards and 2025 EMA Awards, covering various marketing fields and demonstrating its leading position and innovation - Awarded the Silver Prize in the Exhibition and Event category at the 16th HUXIAO Awards for "2024 BMW Passion Carnival"[25](index=25&type=chunk) - Awarded the Silver Prize in the PR and Communications category at the 16th HUXIAO Awards for "LACOSTE 'Great Achievements' Brand Ceremony"[25](index=25&type=chunk) - Awarded the Gold Prize for Best Live Event at the 2025 EMA Awards for "2024 BMW Passion Carnival"[27](index=27&type=chunk) [Management Discussion and Analysis](index=12&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's financial performance, business segment review, and liquidity, along with future outlook and strategic initiatives [Overview and Outlook](index=12&type=section&id=5.1%20Overview%20and%20Outlook) Despite global economic uncertainties, EDGII Group achieved solid performance in H1 2025 with net profit growth of **16.2%** and a **1.0 percentage point** increase in gross profit margin, declaring an interim dividend of **2.3 HK cents** per share, while focusing on integrating experiential and digital marketing and expanding into new segments 2025 Interim Dividend | Indicator | 2025 Interim | 2024 Interim | | :--- | :--- | :--- | | Dividend per Ordinary Share | 2.3 HK cents | 2.0 HK cents | | Total Amount | Approx. 17,129,000 HKD | - | 2025 Interim Key Financial Performance | Indicator | 2025 Interim (RMB millions) | 2024 Interim (RMB millions) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 311.7 | 316.4 | -1.5% | | Net Profit | 35.1 | 30.2 | +16.2% | | Gross Profit Margin | 33.7% | 32.7% | +1.0 percentage points | - The Group is the largest experiential marketing service provider for mid-to-high-end fashion brands in Greater China, with a market share of **13.8% in 2024**[31](index=31&type=chunk) - Looking ahead to H2, the Group will focus on core businesses, integrating experiential and digital marketing, and selectively expanding services in sports fashion, beauty, and high-end Chinese brands[35](index=35&type=chunk)[36](index=36&type=chunk) [Business Segment Review](index=15&type=section&id=5.2%20Business%20Segment%20Review) This section reviews the Group's business segments: experiential marketing revenue slightly decreased but remains core, digital marketing and promotion revenue grew **33.3%** as a new driver, and IP expansion revenue significantly declined due to business seasonality Revenue Breakdown by Region (RMB thousands) | Region | 2025 (RMB thousands) | Share | 2024 (RMB thousands) | Share | | :--- | :--- | :--- | :--- | :--- | | Mainland China | 302,187 | 97.0% | 288,530 | 91.2% | | Hong Kong and Singapore | 9,471 | 3.0% | 27,831 | 8.8% | | **Total** | **311,658** | **100.0%** | **316,361** | **100.0%** | Revenue by Service Line (RMB millions) | Service Line | 2025 (RMB millions) | 2024 (RMB millions) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Experiential Marketing | 246.3 | 257.5 | -4.3% | | Digital Marketing and Promotion | 65.2 | 48.9 | +33.3% | | IP Expansion | 0.2 | 9.9 | -98.0% | | **Total** | **311.7** | **316.3** | -1.5% | - Experiential marketing revenue decreased by **4.3%**, but still accounts for **79.0%** of total revenue, as the Group integrates it with digital promotion, social media, and content marketing for comprehensive services[42](index=42&type=chunk) - Digital marketing and promotion revenue grew **33.3%** to **RMB 65.2 million**, representing **20.9%** of total revenue, benefiting from synergies with experiential marketing and appeal to younger consumers[46](index=46&type=chunk)[45](index=45&type=chunk) - IP expansion revenue significantly decreased to **RMB 0.2 million**, primarily due to business seasonality and activities concentrated in the second half of the year[47](index=47&type=chunk) [Financial Performance Analysis](index=19&type=section&id=5.3%20Financial%20Performance%20Analysis) This section analyzes the Group's financial performance, with gross profit increasing **1.6%** to **RMB 105.1 million** and gross profit margin rising to **33.7%**, while net profit grew **16.2%** to **RMB 35.1 million** (net profit margin **11.3%**), driven by reduced cost of sales, lower selling and distribution expenses, and significantly decreased general and administrative expenses 2025 Interim Financial Performance Summary (RMB millions) | Indicator | 2025 Interim (RMB millions) | 2024 Interim (RMB millions) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Cost of Sales | 206.6 | 213.0 | -3.0% | | Gross Profit | 105.1 | 103.4 | +1.6% | | Gross Profit Margin | 33.7% | 32.7% | +1.0 percentage points | | Selling and Distribution Expenses | 35.5 | 37.1 | -4.3% | | General and Administrative Expenses | 19.6 | 29.4 | -33.3% | | Net Profit | 35.1 | 30.2 | +16.2% | | Net Profit Margin | 11.3% | 9.5% | +1.8 percentage points | - The decrease in general and administrative expenses was primarily due to a significant reduction in share-based payment expenses from **RMB 9.6 million** in H1 2024 to **RMB 0.3 million** in H1 2025[53](index=53&type=chunk) [Liquidity and Financial Resources](index=20&type=section&id=5.4%20Liquidity%20and%20Financial%20Resources) This section outlines the Group's liquidity, showing a decrease in cash and cash equivalents but strong liquidity with no interest-bearing borrowings and zero gearing ratio, while strategic investment of global offering proceeds is deferred to 2026, and both employee numbers and trade receivables/payables have decreased Cash and Cash Equivalents (RMB millions) | Indicator | June 30, 2025 (RMB millions) | December 31, 2024 (RMB millions) | Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 288.7 | 379.2 | -23.8% | - The unutilized net proceeds from the global offering for strategic investments in the pan-cultural sector amounted to **RMB 161.5 million**, with the full utilization timetable deferred to **2026**[60](index=60&type=chunk)[61](index=61&type=chunk) - As of June 30, 2025, the Group had no interest-bearing borrowings and a zero gearing ratio, indicating a strong liquidity position[62](index=62&type=chunk)[63](index=63&type=chunk) Employees and Remuneration | Indicator | June 30, 2025 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Total Employees | 224 people | 233 people | -9 people | | Employee Benefit Expenses (RMB millions) | 44.4 | 54.1 | -17.9% | Trade Receivables and Payables (RMB millions) | Indicator | June 30, 2025 (RMB millions) | December 31, 2024 (RMB millions) | Change | | :--- | :--- | :--- | :--- | | Trade Receivables | 211.3 | 264.9 | -20.2% | | Trade Payables | 206.6 | 294.7 | -29.9% | [Other Information and Corporate Governance](index=23&type=section&id=Other%20Information%20and%20Corporate%20Governance) This section covers the Group's corporate governance practices, shareholding disclosures, and details on share schemes and audit committee review [Corporate Governance and Securities Transactions](index=23&type=section&id=6.1%20Corporate%20Governance%20and%20Securities%20Transactions) This section outlines the company's compliance with the Corporate Governance Code, noting the combined role of Co-Chairman and CEO will be regularly reviewed by the Board, and confirms strict adherence to the Model Code for Securities Transactions by Directors - The company has complied with the applicable provisions of the Corporate Governance Code, though the roles of Co-Chairman and CEO are combined by Mr. Liu Kam Yiu, which the Board will regularly review[72](index=72&type=chunk) - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers, and directors and relevant employees have strictly complied[74](index=74&type=chunk) [Equity Disclosure](index=24&type=section&id=6.2%20Equity%20Disclosure) This section discloses the interests and short positions of directors, chief executives, and substantial shareholders in the company's shares, detailing their holdings and approximate percentages Directors' Interests in Shares (as of June 30, 2025) | Director Name | Total Number of Shares | Approximate Shareholding Percentage | | :--- | :--- | :--- | | Mr. Ng | 128,073,736 | 17.20% | | Mr. Liu | 172,326,810 | 23.14% | | Ms. Lau | 62,155,238 | 8.35% | | Mr. Chan | 60,810,915 | 8.17% | - Substantial shareholders include Art Investment, Aurora Power, EDGII Zhongxin, Art United, Ruisi Capital Limited, Asian Equity Special Opportunities Portfolio Master Fund, Pandanus Associates Inc., Pandanus Partners L.P., and FIL Limited[77](index=77&type=chunk) [Share Schemes and Audit Committee](index=26&type=section&id=6.3%20Share%20Schemes%20and%20Audit%20Committee) This section confirms no listed securities were repurchased, sold, or redeemed in H1 2025, details changes to the 2023 Share Option Scheme and the termination of the 2020 Share Award Scheme (replaced by 2025 scheme), and notes the Audit Committee's review of the Group's unaudited interim results - Neither the company nor its subsidiaries repurchased, sold, or redeemed any listed securities during H1 2025[80](index=80&type=chunk) - No share options have been granted, exercised, outstanding, cancelled, or lapsed under the 2023 Share Option Scheme since its adoption up to June 30, 2025[81](index=81&type=chunk) - A total of **1,472,156** award shares under the 2020 Share Award Scheme have vested, and the scheme was terminated on May 15, 2025, replaced by the 2025 Share Award Scheme[82](index=82&type=chunk)[85](index=85&type=chunk) - The Audit Committee has reviewed the Group's unaudited interim results for H1 2025 and confirmed compliance with applicable accounting principles[87](index=87&type=chunk) [Interim Condensed Consolidated Statement of Profit or Loss](index=28&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) This section presents the Group's interim condensed consolidated statement of profit or loss, detailing revenue, costs, and profit for the period [Profit or Loss Overview](index=28&type=section&id=7.1%20Profit%20or%20Loss%20Overview) For the six months ended June 30, 2025, the Group's revenue slightly decreased, but gross profit and profit before tax increased due to effective cost control and operational efficiency, with net profit growing **16.5%** year-on-year to **RMB 35.1 million** and basic earnings per share at **RMB 4.31 cents** Interim Condensed Consolidated Statement of Profit or Loss (RMB thousands) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 311,658 | 316,361 | -1.5% | | Cost of Sales | (206,593) | (212,970) | -3.0% | | Gross Profit | 105,065 | 103,391 | +1.6% | | Other Income and Gains | 5,360 | 5,327 | +0.6% | | Selling and Distribution Expenses | (35,503) | (37,089) | -4.3% | | General and Administrative Expenses | (19,625) | (29,351) | -33.1% | | Profit Before Tax | 54,434 | 42,087 | +29.3% | | Income Tax Expense | (19,298) | (11,934) | +61.7% | | **Profit for the Period** | **35,136** | **30,153** | **+16.5%** | | Attributable to Owners of the Parent | 32,028 | 26,858 | +19.2% | | Attributable to Non-controlling Interests | 3,108 | 3,295 | -5.7% | | Basic Earnings Per Share (RMB cents) | 4.31 | 3.70 | +16.5% | | Diluted Earnings Per Share (RMB cents) | 4.31 | 3.61 | +19.4% | [Interim Condensed Consolidated Statement of Comprehensive Income](index=29&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) This section presents the Group's interim condensed consolidated statement of comprehensive income, detailing profit for the period and other comprehensive income items [Comprehensive Income Overview](index=29&type=section&id=8.1%20Comprehensive%20Income%20Overview) For the six months ended June 30, 2025, the Group's total comprehensive income for the period significantly increased by **44.5%** to **RMB 32.8 million** from **RMB 22.7 million** in the prior period, driven by profit growth and reduced foreign currency translation losses from overseas operations Interim Condensed Consolidated Statement of Comprehensive Income (RMB thousands) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Profit for the Period | 35,136 | 30,153 | +16.5% | | Exchange Differences on Translation of Overseas Operations | (2,348) | (7,457) | +68.5% (Loss narrowed) | | **Total Comprehensive Income for the Period** | **32,788** | **22,696** | **+44.5%** | | Attributable to Owners of the Parent | 29,680 | 19,401 | +52.0% | | Attributable to Non-controlling Interests | 3,108 | 3,295 | -5.7% | [Interim Condensed Consolidated Statement of Financial Position](index=30&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This section presents the Group's interim condensed consolidated statement of financial position, detailing assets, liabilities, and equity as of the reporting date [Assets and Liabilities Overview](index=30&type=section&id=9.1%20Assets%20and%20Liabilities%20Overview) As of June 30, 2025, the Group's total assets less current liabilities were **RMB 351.5 million**, and net assets were **RMB 341.2 million**, a slight decrease from year-end 2024, primarily due to reduced trade receivables, cash and cash equivalents, and a significant decrease in current liabilities from lower trade and other payables Interim Condensed Consolidated Statement of Financial Position (RMB thousands) | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Total Non-current Assets | 74,385 | 72,979 | +1.9% | | Total Current Assets | 528,348 | 672,930 | -21.5% | | Trade Receivables | 211,273 | 264,935 | -20.2% | | Cash and Cash Equivalents | 288,691 | 379,189 | -23.8% | | Total Current Liabilities | 251,260 | 375,560 | -33.1% | | Trade Payables | 206,579 | 294,701 | -29.9% | | Other Payables and Accruals | 34,087 | 63,730 | -46.5% | | Net Assets | 341,240 | 361,144 | -5.5% | | Total Equity | 341,240 | 361,144 | -5.5% | [Interim Condensed Consolidated Statement of Changes in Equity](index=32&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This section presents the Group's interim condensed consolidated statement of changes in equity, detailing movements in various equity components during the period [Equity Changes Overview](index=32&type=section&id=10.1%20Equity%20Changes%20Overview) For the six months ended June 30, 2025, the Group's total equity decreased from **RMB 361.1 million** on January 1, 2025, to **RMB 341.2 million**, primarily due to profit for the period of **RMB 35.1 million** offset by dividends paid (**RMB 47.5 million** to owners of the parent, **RMB 6.4 million** to non-controlling interests) and foreign currency translation losses from overseas operations Interim Condensed Consolidated Statement of Changes in Equity (RMB thousands) | Indicator | June 30, 2025 (RMB thousands) | January 1, 2025 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Total Equity | 341,240 | 361,144 | -5.5% | | Profit for the Period (Attributable to Owners of the Parent) | 32,028 | - | +32,028 | | Exchange Differences on Translation of Overseas Operations | (2,348) | - | -2,348 | | Dividends Paid to Shareholders of the Company | (47,469) | - | -47,469 | | Dividends Paid to Non-controlling Shareholders of Subsidiaries | (6,426) | - | -6,426 | [Interim Condensed Consolidated Statement of Cash Flows](index=34&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This section presents the Group's interim condensed consolidated statement of cash flows, detailing cash movements from operating, investing, and financing activities [Cash Flow Overview](index=34&type=section&id=11.1%20Cash%20Flow%20Overview) For the six months ended June 30, 2025, the Group's cash and cash equivalents decreased by **RMB 88.1 million**, with negative cash flow from operating activities of **RMB 36.0 million** and net outflow from financing activities of **RMB 53.9 million** due to dividends and lease payments, while investing activities generated a net inflow of **RMB 1.7 million** Interim Condensed Consolidated Statement of Cash Flows (RMB thousands) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Net Cash Flows From / (Used In) Operating Activities | (35,981) | 60,423 | -96,404 | | Net Cash Flows From / (Used In) Investing Activities | 1,689 | (89) | +1,778 | | Net Cash Flows Used In Financing Activities | (53,855) | (71,301) | +17,446 (Outflow decreased) | | **Net Decrease in Cash and Cash Equivalents** | **(88,147)** | **(10,967)** | **-77,180** | | Cash and Cash Equivalents at End of Period | 288,691 | 288,625 | +66 | - Net cash flow from operating activities shifted from a net inflow in the prior period to a net outflow, primarily impacted by decreases in trade receivables and payables[95](index=95&type=chunk) - Cash outflow from financing activities was mainly for dividends paid to company shareholders of **RMB 46.8 million** and to non-controlling shareholders of subsidiaries of **RMB 6.4 million**[96](index=96&type=chunk) [Notes to the Interim Condensed Consolidated Financial Information](index=36&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Information) This section provides detailed notes to the interim condensed consolidated financial information, covering company details, accounting policies, segment information, and other financial disclosures [Company and Group Information](index=36&type=section&id=12.1%20Company%20and%20Group%20Information) This note provides basic information about EDGII Group Holdings Limited, including its place of incorporation, principal place of business, listing date, and the main business activities of its subsidiaries: experiential marketing, digital marketing and promotion, and IP expansion services - The company's shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited on January 16, 2020[97](index=97&type=chunk) - The company's subsidiaries are primarily engaged in providing experiential marketing services, digital marketing and promotion services, and IP expansion (managing and operating sports events)[101](index=101&type=chunk) [Basis of Preparation and Changes in Accounting Policies](index=36&type=section&id=12.2%20Basis%20of%20Preparation%20and%20Changes%20in%20Accounting%20Policies) This note explains that the interim condensed consolidated financial information is prepared in accordance with HKAS 34 and consistent with accounting policies adopted for the annual consolidated financial statements as of December 31, 2024, with no significant impact from the first-time adoption of amended HKAS 21 (Lack of Exchangeability) - The interim condensed consolidated financial information has been prepared in accordance with HKAS 34[98](index=98&type=chunk) - The amendments to HKAS 21 (Lack of Exchangeability) had no impact on the interim condensed consolidated financial information[100](index=100&type=chunk) [Operating Segment Information](index=37&type=section&id=12.3%20Operating%20Segment%20Information) This note segments the Group's business into three reporting operating segments by service type: experiential marketing, digital marketing and promotion, and IP expansion, with management assessing resource allocation based on segment performance, and Mainland China being the primary source of revenue and non-current assets - The Group's operating segments include experiential marketing services, digital marketing and promotion services, and IP expansion segments[103](index=103&type=chunk) Segment Revenue for the Six Months Ended June 30, 2025 (RMB thousands) | Segment | Revenue (RMB thousands) | | :--- | :--- | | Experiential Marketing Services | 246,234 | | Digital Marketing and Promotion Services | 65,193 | | IP Expansion | 231 | | **Total** | **311,658** | - Mainland China contributed **97.0%** of external customer revenue (**RMB 302,187 thousand**) in H1 2025[107](index=107&type=chunk) [Revenue, Other Income and Gains](index=41&type=section&id=12.4%20Revenue%2C%20Other%20Income%20and%20Gains) This note details the Group's revenue sources, primarily from experiential marketing and digital marketing and promotion services, with significant growth in digital marketing, while other income and gains remained stable, mainly comprising bank interest income and government grants Revenue Analysis (RMB thousands) | Service Line | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Experiential Marketing Services | 246,234 | 257,517 | | Digital Marketing and Promotion Services | 65,193 | 48,936 | | IP Expansion | 231 | 9,908 | | **Total** | **311,658** | **316,361** | Other Income and Gains Analysis (RMB thousands) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank Interest Income | 1,696 | 1,010 | | Government Grants and Subsidies | 3,184 | 4,107 | | Others | 480 | 210 | | **Total** | **5,360** | **5,327** | [Profit Before Tax](index=43&type=section&id=12.5%20Profit%20Before%20Tax) This note lists various costs and expenses deducted from profit before tax, including cost of services, depreciation of property, plant and equipment, depreciation of right-of-use assets, amortization of intangible assets, net impairment losses on trade receivables, and net foreign exchange differences Deductions from Profit Before Tax (RMB thousands) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Cost of Services Provided | 206,593 | 212,970 | | Depreciation of Property, Plant and Equipment | 1,033 | 1,149 | | Depreciation of Right-of-Use Assets | 1,310 | 1,362 | | Amortization of Intangible Assets | 125 | 135 | | Net Impairment Losses on Trade Receivables | 605 | 1,128 | [Income Tax](index=44&type=section&id=12.6%20Income%20Tax) This note details the Group's income tax expense, which significantly increased to **RMB 19.3 million** in H1 2025, with taxable profits in Mainland China subject to a **25%** corporate income tax rate, Hong Kong profits tax at **16.5%** (partially **8.25%**), and Singapore income tax at **17%** Income Tax Expense (RMB thousands) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current — China | 19,294 | 11,288 | | Deferred | 4 | 646 | | **Total Tax Expense for the Period** | **19,298** | **11,934** | - The corporate income tax rate in Mainland China is **25%**, Hong Kong profits tax rate is **16.5%** (**8.25%** for the first **HKD 2,000,000**), and Singapore income tax rate is **17%**[117](index=117&type=chunk) [Earnings Per Share Attributable to Owners of the Parent](index=44&type=section&id=12.7%20Earnings%20Per%20Share%20Attributable%20to%20Owners%20of%20the%20Parent) This note calculates basic and diluted earnings per share, both at **RMB 4.31 cents**, an increase from the prior period, based on profit attributable to owners of the parent and the adjusted weighted average number of ordinary shares outstanding Earnings Per Share (RMB cents) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Basic | 4.31 | 3.70 | | Diluted | 4.31 | 3.61 | Number of Shares Used for Earnings Per Share Calculation | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Weighted Average Number of Ordinary Shares in Issue for Basic EPS Calculation | 742,979,050 | 725,104,265 | | Dilutive Effect — Share Awards | 569,342 | 18,718,272 | | Number of Shares for Diluted EPS Calculation | 743,548,392 | 743,822,537 | [Property, Plant and Equipment](index=45&type=section&id=12.8%20Property%2C%20Plant%20and%20Equipment) This note discloses that the Group's acquisition cost for property, plant and equipment in H1 2025 was approximately **RMB 534 thousand**, a decrease from the prior period, with no significant asset disposals during the period Acquisition Cost of Property, Plant and Equipment (RMB thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Acquisition Cost | 534 | 998 | [Trade Receivables](index=46&type=section&id=12.9%20Trade%20Receivables) This note provides an aging analysis of trade receivables, totaling **RMB 211.3 million** as of June 30, 2025, a decrease from year-end 2024, with unbilled portions still representing a significant proportion Aging Analysis of Trade Receivables (RMB thousands) | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 1 month (billed) | 63,329 | 98,802 | | 1 to 3 months (billed) | 3,938 | 434 | | Over 3 months (billed) | 1,259 | 794 | | Unbilled | 142,747 | 164,905 | | **Total** | **211,273** | **264,935** | [Trade Payables](index=46&type=section&id=12.10%20Trade%20Payables) This note provides an aging analysis of trade payables, totaling **RMB 206.6 million** as of June 30, 2025, a significant decrease from year-end 2024, with trade payables typically interest-free and settled within **60 to 90 days** Aging Analysis of Trade Payables (RMB thousands) | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 1 month | 150,650 | 234,741 | | 1 to 3 months | 1,868 | 37,821 | | Over 3 months | 54,061 | 22,139 | | **Total** | **206,579** | **294,701** | - Trade payables are interest-free and generally settled within **60 to 90 days**[124](index=124&type=chunk) [Issued Share Capital](index=47&type=section&id=12.11%20Issued%20Share%20Capital) This note indicates the Group's issued share capital remained unchanged in H1 2025 at **744,742,000** ordinary shares of **HKD 0.001** each, with share premium decreasing due to the resale of shares under the share award scheme Changes in Issued Share Capital and Share Premium (RMB thousands) | Indicator | Number of Shares | Issued Share Capital (RMB thousands) | Share Premium (RMB thousands) | | :--- | :--- | :--- | :--- | | As at January 1, 2025 | 744,742,000 | 659 | 111,971 | | Resale of shares under share award scheme | — | — | (3,001) | | As at June 30, 2025 | 744,742,000 | 659 | 108,970 | [Commitments](index=48&type=section&id=12.12%20Commitments) This note discloses the Group's contractual commitments as of June 30, 2025, primarily comprising capital contributions payable of **RMB 5.1 million**, consistent with year-end 2024 Contractual Commitments (RMB thousands) | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Contracted but not provided for: Capital contributions payable | 5,100 | 5,100 | [Dividends](index=48&type=section&id=12.13%20Dividends) This note states that the company declared an interim dividend of **2.3 HK cents** per ordinary share for H1 2025, totaling **RMB 15.9 million**, an increase from the prior period Dividends Declared (RMB thousands) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Interim dividend — 2.3 HK cents (2024: 2.0 HK cents) per ordinary share | 15,879 | 13,868 | [Related Party Transactions](index=48&type=section&id=12.14%20Related%20Party%20Transactions) This note discloses the Group's related party transactions, including short-term lease expenses and key management personnel remuneration, with the latter showing an increase in total amount Related Party Transactions (RMB thousands) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Short-term lease expenses (related companies) | 1,125 | 1,125 | Key Management Personnel Remuneration (RMB thousands) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Short-term employee benefits | 6,407 | 5,072 | | Post-employment benefits | 628 | 413 | | **Total** | **7,035** | **5,485** | [Fair Value and Fair Value Hierarchy of Financial Instruments](index=49&type=section&id=12.15%20Fair%20Value%20and%20Fair%20Value%20Hierarchy%20of%20Financial%20Instruments) This note details the fair value measurement of the Group's financial instruments, including equity investments designated at fair value through other comprehensive income and at fair value through profit or loss, totaling **RMB 35.8 million**, classified across fair value hierarchy levels (Level 1, 2, 3), with unlisted equity investments using Level 3 valuation techniques Fair Value of Financial Assets (RMB thousands) | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Equity investments designated at fair value through other comprehensive income | 22,433 | 22,433 | | Equity investments at fair value through profit or loss | 13,375 | 13,375 | | **Total** | **35,808** | **35,808** | - The fair value of unlisted equity investments is estimated using the equity value allocation method, considering peer average market-to-sales multiples and a discount for lack of marketability[132](index=132&type=chunk) Fair Value Hierarchy of Assets (RMB thousands) | Level | June 30, 2025 (RMB thousands) | | :--- | :--- | | Level 1 (Quoted prices in active markets) | 4,040 | | Level 2 (Significant observable inputs) | 13,375 | | Level 3 (Significant unobservable inputs) | 18,393 | | **Total** | **35,808** | [Definitions](index=54&type=section&id=Definitions) This section provides definitions for key terms and abbreviations used throughout the interim report to ensure clear understanding [Glossary of Terms](index=54&type=section&id=13.1%20Glossary%20of%20Terms) This section provides definitions for key terms and abbreviations used in the interim report, covering company entities, time periods, business types, regulations, and related parties, to ensure clear understanding of the content - “H1 2025” refers to the six months ended June 30, 2025[135](index=135&type=chunk) - “The Group” refers to the Company and its subsidiaries[136](index=136&type=chunk) - “IP” refers to intellectual property, and “IP Development,” also known as IP Expansion, involves the business of introducing, developing, and expanding IP for clients[136](index=136&type=chunk)

中期 報告 2025 慧聰集團有限公司 股份代號 : 02280 HC GROUP INC. Stock code : 02280 2025 INTERIM REPORT HC G R OUP INC. 慧聰集團有限公 司 INTERIM REPO RT 2025 中期報告 主席致辭 慧聰集團有限公司（「本公司」）董事（「董事」）會（「董事會」）現公佈本公司及其附屬公司（統稱「本 集團」）截至二零二五年六月三十日止六個月（「本期間」）之未經審核財務業績。 財務摘要 | | 未經審核 | | | --- | --- | --- | | | 截至六月三十日止六個月 | | | | 二零二五年 | 二零二四年 | | | 人民幣千元 | 人民幣千元 | | 銷售收入 | | | | – 持續經營業務 | 6,012,968 | 5,904,709 | | – 已終止經營業務 | — | 11,740 | | 經調整利潤╱（虧損）淨額* | 19,155 | (720) | | 經調整EBITDA* | 28,243 | 10,708 | | 權益持有人應佔虧損 | | | | – 持續經營業務 | (22,728) ...

Financial Performance - For the first half of 2025, the total revenue of China Graphite Group Limited was approximately RMB 398 million, representing a year-on-year increase of 9.3%[18]. - The net loss for the first half of 2025 was approximately RMB 119 million, an improvement compared to a net loss of RMB 162 million in the same period last year[18]. - The company recorded improved revenue and profit performance compared to the same period last year due to efforts from the sales team and cost control measures[17]. - The group’s revenue for the six months ended June 30, 2025, was RMB 39,795,000, an increase of 9.3% compared to RMB 36,437,000 for the same period in 2024[97]. - Gross profit for the same period was RMB 5,985,000, representing a significant increase of 104.5% from RMB 2,923,000 in 2024[97]. - The net loss attributable to the company's owners for the six months was RMB 11,890,000, compared to RMB 16,218,000 in the previous year, reflecting a reduction of 26.5%[97]. Revenue Breakdown - Revenue from the sale of spherical graphite and by-products was approximately RMB 48 million, a decrease of 52.9% year-on-year[18]. - Revenue from the sale of flake graphite concentrate was approximately RMB 303 million, an increase of 20.7% year-on-year[18]. - The sales of unprocessed marble contributed approximately RMB 46 million to the total revenue for the first half of 2025[18]. - Revenue from the sale of spherical graphite and its by-products decreased from approximately RMB 10.2 million in the first half of 2024 to about RMB 4.8 million in the first half of 2025[37]. - Revenue from the sale of flake graphite concentrate increased from approximately RMB 25.1 million in the first half of 2024 to about RMB 30.3 million in the first half of 2025[37]. - For the six months ended June 30, 2025, total revenue from the sale of flake graphite and its by-products was RMB 49,580,000, with external customer revenue contributing RMB 39,795,000[124]. Cost and Expenses - The gross profit for the first half of 2025 was approximately RMB 60 million, an increase of 106.9% year-on-year, with a gross margin of 15.0%, up 7.0 percentage points year-on-year[18]. - Total mining costs for the first half of 2025 amounted to RMB 13,999,000, compared to RMB 10,450,000 in the same period of 2024, reflecting increased operational expenses[30]. - The sales cost for the first half of 2025 was approximately RMB 33.8 million, a slight increase from about RMB 33.5 million in the first half of 2024, aligning with revenue growth[40]. - Selling and distribution expenses rose to approximately RMB 3.3 million in the first half of 2025, an increase of about 32.0% from RMB 2.5 million in the first half of 2024[44]. - General and administrative expenses decreased to approximately RMB 12.0 million in the first half of 2025, down about 8.4% from RMB 13.1 million in the first half of 2024[45]. - The total expenses for the six months ended June 30, 2025, were RMB 52,273,000, slightly down from RMB 52,377,000 in the same period of 2024[134]. Market and Industry Outlook - The rapid development of the new energy vehicle and new materials industries presents significant opportunities for the graphite industry, despite increased competition and cost pressures[17]. - The company maintains an optimistic outlook for the graphite market, despite current industry adjustments, due to the strategic importance of natural graphite in China's "dual carbon" policy[26]. - The company continues to face challenges such as low-price competition and inefficient resource utilization in the natural graphite industry[17]. Production and Operations - The company has adjusted its production strategy to focus on product quality and cost reduction measures in response to industry challenges[17]. - In the first half of 2025, spherical graphite sales volume was 705 tons, a year-on-year decrease of 23.6%, impacted by weak demand for downstream anode materials and price competition[20]. - Flake graphite concentrate sales volume reached 12,409 tons in the first half of 2025, representing a year-on-year increase of 22.8%, leading to a strategic reallocation of resources towards this segment[20]. - The company is actively constructing a new beneficiation and processing plant at North Mountain, funded by proceeds from its initial public offering[21]. Financial Position and Liquidity - As of June 30, 2025, the company's cash and cash equivalents were approximately RMB 61.4 million, an increase from RMB 32.5 million as of December 31, 2024[52]. - The current ratio remained stable at 1.7 for both the first half of 2025 and 2024, while the debt-to-asset ratio improved from 9.8% to 3.5%[54]. - The net loss margin improved from approximately 9.8% on December 31, 2024, to about 3.5% on June 30, 2025, due to an increase in cash and cash equivalents from approximately RMB 325 million to RMB 614 million[56]. - The group had no contingent liabilities as of June 30, 2025, and December 31, 2024, with no significant lawsuits affecting business performance[59]. - The group faced various financial risks, including interest rate risk, credit risk, and liquidity risk, but deemed these risks manageable[60][64][65]. Governance and Compliance - The company has complied with all applicable corporate governance codes, except for the separation of roles for the chairman and CEO as per code C.2.1[86]. - The audit committee consists of four members, including independent non-executive directors, ensuring oversight of financial reporting and risk management[90]. - The company has confirmed no significant violations of applicable laws and regulations during the first half of 2025[85]. - The board comprises two executive directors and four independent non-executive directors, maintaining a robust level of independence[87]. Shareholder Information - As of June 30, 2025, the company has a total of 1,600,000,000 shares issued, with Mr. Zhao holding 1,200,000,000 shares, representing 75.0% ownership[78]. - Sandy Mining Limited, wholly owned by Mr. Zhao, is the beneficial owner of 75.0% of the issued shares, equating to 1,200,000,000 shares[81]. - The board of directors did not recommend the payment of an interim dividend for the six months ended June 30, 2025, consistent with the previous year[143].

CONTENTS 目錄 | Corporate Information | 2 | | --- | --- | | 公司資料 | | | Financial Highlights | 5 | | 財務摘要 | | | Management Discussion and Analysis | 7 | | 管理層討論及分析 | | | Corporate Governance and Other Information | 23 | | 企業管治及其他資料 | | | Interim Condensed Consolidated Statement of | 32 | | Comprehensive Income | | | 中期簡明合併綜合收益表 | | | Interim Condensed Consolidated Balance Sheet | 33 | | 中期簡明合併資產負債表 | | | Interim Condensed Consolidated Statement of Changes | 35 | | in Equity | | | 中期簡明合併權益變動表 | | | Interim Cond ...

Financial Performance - The company's revenue for the six months ended June 30, 2025, increased by 22.5% to approximately HKD 238,025,000 compared to HKD 194,250,000 in the same period last year[5]. - The loss attributable to the company's owners decreased by 85.4% to HKD 12,240,000 from HKD 84,008,000 year-on-year[6]. - The gross profit margin for the period was 38.1%, slightly down from 38.6% in the previous year[5]. - The overall loss before tax for the period was HKD 11,644,000, significantly improved from HKD 84,423,000 in the previous year[8]. - The company reported a net loss of HKD 11,871,000 for the six months ended June 30, 2025, compared to a net loss of HKD 48,231,000 for the same period in 2024, indicating an improvement in cash flow from operations[11][18]. - The company reported a loss attributable to shareholders of HKD 12,240,000 for the six months ended June 30, 2025, compared to a loss of HKD 84,008,000 for the same period in 2024, representing a significant improvement[34]. Market Performance - The U.S. market accounted for approximately 68.6% of total revenue, up from 63.0% in the previous year, indicating strong market penetration[7]. - Revenue from the U.S. market for the six months ending June 30, 2025, was HKD 163,316,000, up from HKD 122,352,000 in the same period of 2024, indicating a growth of approximately 33.6%[28]. - New product launches and enhanced sales channels contributed to increased sales volume, particularly in the U.S. market[6]. Cost Management - The company implemented strict cost control measures and streamlined its supply chain, which helped mitigate inflationary pressures[7]. - Distribution and selling costs decreased by approximately 23.5% to about HKD 58,873,000, primarily due to reduced advertising expenses[51]. - Administrative expenses decreased by approximately 17.0% to about HKD 65,731,000, including reductions in office staff salaries and rent[52]. Assets and Liabilities - As of June 30, 2025, the total assets minus current liabilities amounted to HKD 548,342,000, a slight decrease from HKD 558,067,000 as of December 31, 2024, reflecting a 1.3% decline[9]. - The company's total liabilities increased from HKD 199,599,000 as of December 31, 2024, to HKD 270,039,000 as of June 30, 2025, indicating a rise of 35.3%[9]. - The total assets of the group as of June 30, 2025, were approximately HKD 721,714,000, an increase from HKD 694,161,000 as of December 31, 2024[60]. Dividends and Shareholder Returns - The company declared an interim dividend of HKD 0.01 per share, a decrease of 33.3% from HKD 0.015 in the previous year[5]. - The company paid dividends totaling HKD 7,562,000 during the six months ended June 30, 2025, down from HKD 22,686,000 in the same period of 2024, reflecting a reduction of 66.7%[11]. Employee and Management - As of June 30, 2025, the company has approximately 2,200 employees across multiple regions, maintaining competitive compensation aligned with market trends[74]. - The total remuneration for directors and key management personnel increased to HKD 6,732,000 for the six months ended June 30, 2025, compared to HKD 5,741,000 for the same period in 2024[45]. Strategic Initiatives - The group launched new products, including licensed designs like "SpongeBob SquarePants" and original brand products like "Burp Zombies," to expand its product portfolio[66]. - The company has strategically acquired land in Da Nang, Vietnam, to enhance its presence in the expanding real estate market, aiming to diversify its development and income sources[67]. - The group plans to commence property development in Vietnam by 2025 after careful evaluation of the market environment and resource availability[68]. Governance and Compliance - The board has adopted a corporate governance code based on the principles outlined in the Hong Kong Stock Exchange Listing Rules, ensuring compliance throughout the year[81]. - The Audit Committee reviewed the unaudited interim results for the six months ending June 30, 2025, and confirmed compliance with applicable accounting standards and legal requirements[87].

[Company Information](index=3&type=section&id=Company%20Information) This section provides an overview of the company's board members, committee structures, and external auditor - The Board of Directors includes executive directors Mr. Zhao Jinmin (Chairman and Chief Executive Officer), Mr. Liu Yingwu, Mr. Ma Haidong, Mr. Wang Zhiwei, Ms. Bian Xiaodan, and independent non-executive directors Ms. Su Dan, Mr. Zhang Zhifeng, and Mr. Liu Yingjie[4](index=4&type=chunk) - Mr. Liu Yingjie chairs the Audit Committee, Mr. Zhang Zhifeng chairs the Remuneration Committee, and Ms. Su Dan chairs the Nomination Committee[4](index=4&type=chunk) - The company's auditor is KPMG[5](index=5&type=chunk) [Financial Highlights](index=4&type=section&id=Financial%20Highlights) This section presents a summary of the company's key financial performance and position indicators for the six months ended June 30 Financial Highlights for the Six Months Ended June 30 | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Revenue | 3,082,015 | 3,839,411 | | Gross Profit | 151,299 | 212,028 | | Profit/(Loss) for the Period | (5,832) | 27,940 | | Profit/(Loss) Attributable to Equity Holders of the Company | (7,278) | 26,970 | | Gross Profit Margin | 5% | 6% | | Earnings/(Loss) Per Share (RMB) | (0.02) | 0.07 | | **As at Period End** | **June 30, 2025 (RMB thousands)** | **December 31, 2024 (RMB thousands)** | | Total Assets | 2,434,562 | 1,877,283 | | Net Assets | 527,362 | 547,955 | [Consolidated Statement of Profit or Loss](index=5&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) This statement details the company's revenues, costs, and profits or losses over the six-month period, showing a shift from profit to loss Consolidated Statement of Profit or Loss for the Six Months Ended June 30 | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Revenue | 3,082,015 | 3,839,411 | | Cost of Sales | (2,930,716) | (3,627,383) | | Gross Profit | 151,299 | 212,028 | | Other Income | 3,439 | 3,585 | | Staff Costs | (78,646) | (83,108) | | Depreciation Expense | (30,372) | (32,652) | | Reversal of/(Loss on) Impairment of Trade Receivables | 910 | (973) | | Other Operating Expenses | (39,640) | (43,638) | | Operating Profit | 6,990 | 55,242 | | Share of Profit of an Associate | 755 | 524 | | Finance Costs | (13,066) | (13,696) | | Profit/(Loss) Before Tax | (5,321) | 42,070 | | Income Tax | (511) | (14,130) | | Profit/(Loss) for the Period | (5,832) | 27,940 | | Profit/(Loss) Attributable to Equity Holders of the Company | (7,278) | 26,970 | | Profit/(Loss) Attributable to Non-controlling Interests | 1,446 | 970 | | Basic and Diluted Earnings/(Loss) Per Share (RMB) | (0.02) | 0.07 | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=6&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This statement presents the total comprehensive income for the period, including profit or loss and other comprehensive income items Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Six Months Ended June 30 | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Profit/(Loss) for the Period | (5,832) | 27,940 | | Other Comprehensive Income for the Period (After Tax): | | | | - Exchange differences on translation of financial statements denominated in foreign currencies into the Group's presentation currency | (531) | 893 | | Total Comprehensive Income for the Period | (6,363) | 28,833 | | Attributable to Equity Holders of the Company | (7,859) | 27,886 | | Attributable to Non-controlling Interests | 1,496 | 947 | [Consolidated Statement of Financial Position](index=7&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) This statement provides a snapshot of the company's assets, liabilities, and equity as of June 30, 2025 Consolidated Statement of Financial Position as at June 30, 2025 | Metric | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | **Non-current Assets** | | | | Property, Plant and Equipment | 407,618 | 427,782 | | Investment Properties | 1,520 | 1,581 | | Interest in an Associate | 54,467 | 54,545 | | Deferred Tax Assets | 71,228 | 59,651 | | **Current Assets** | | | | Inventories | 126,381 | 140,362 | | Trade and Bills Receivables | 173,059 | 95,630 | | Prepayments, Deposits and Other Receivables | 1,120,985 | 933,224 | | Restricted Cash | 388,350 | 88,350 | | Cash and Cash Equivalents | 83,212 | 70,278 | | **Current Liabilities** | | | | Bank and Other Borrowings | 640,100 | 445,175 | | Trade and Bills Payables | 286,822 | 2,748 | | Accruals, Other Payables and Contract Liabilities | 704,635 | 549,717 | | **Net Assets** | 527,362 | 547,955 | | **Total Equity** | 527,362 | 547,955 | [Consolidated Statement of Changes in Equity](index=9&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement outlines the changes in the company's equity components over the six-month period, reflecting profits, losses, and dividends Consolidated Statement of Changes in Equity for the Six Months Ended June 30 | Metric | January 1, 2025 (RMB thousands) | June 30, 2025 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Balance at Beginning of Period | 547,955 | 547,955 | | Profit/(Loss) for the Period | (5,832) | (5,832) | | Other Comprehensive Income for the Period | (531) | (531) | | Total Comprehensive Income | (6,363) | (6,363) | | Dividends Approved During the Period | (13,872) | (13,872) | | Distribution to Non-controlling Interests of a Subsidiary | (358) | (358) | | Balance at End of Period | 527,362 | 527,362 | [Condensed Consolidated Statement of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This statement summarizes the cash inflows and outflows from operating, investing, and financing activities for the six-month period Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30 | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Net Cash From Operating Activities | 159,391 | 49,387 | | Net Cash Used in Investing Activities | (1,927) | (3,926) | | Net Cash Used in Financing Activities | (144,493) | (21,973) | | Net Increase in Cash and Cash Equivalents | 12,971 | 23,488 | | Cash and Cash Equivalents at January 1 | 70,278 | 46,517 | | Effect of Foreign Exchange Rate Changes | (37) | 72 | | Cash and Cash Equivalents at June 30 | 83,212 | 70,077 | [Notes to the Unaudited Interim Financial Report](index=12&type=section&id=Notes%20to%20the%20Unaudited%20Interim%20Financial%20Report) This section provides detailed explanatory notes to the unaudited interim financial statements, covering accounting policies, revenue, expenses, and financial position items [1. Company Information](index=12&type=section&id=1.%20Company%20Information) The company, incorporated in the Cayman Islands and listed on the HKEX, primarily engages in retail and wholesale of refined oil and natural gas, franchise services, and transportation services - The company was incorporated in the Cayman Islands on December 19, 2016, and listed on the Main Board of the Hong Kong Stock Exchange on October 16, 2017[21](index=21&type=chunk) - The Group's principal activities include retail and wholesale of refined oil and natural gas, provision of franchise services, and oil and gas transportation services[21](index=21&type=chunk) [2. Basis of Preparation](index=12&type=section&id=2.%20Basis%20of%20Preparation) This interim financial report is prepared in accordance with HKEX Listing Rules and IAS 34, using consistent accounting policies, and has been reviewed by KPMG - This interim financial report is prepared in accordance with the HKEX Listing Rules and International Accounting Standard 34, and was authorized for issue on August 27, 2025[22](index=22&type=chunk) - This interim financial report is unaudited but has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410[23](index=23&type=chunk) Number of Gas and Petrol Stations and Storage Facilities | Category | June 30, 2025 | December 31, 2024 | | :--- | :------------ | :------------- | | Gas and Petrol Stations Owned by the Group | 38 | 38 | | Oil Storage Facilities Owned by the Group | 2 | 2 | | Gas and Petrol Stations Operated by the Group under Entrusted Management Agreements | 39 | 39 | | Oil Storage Facilities Operated by the Group under Entrusted Management Agreements | 1 | 1 | [3. Changes in Accounting Policies](index=13&type=section&id=3.%20Changes%20in%20Accounting%20Policies) The Group applied amendments to HKAS 21 with no significant impact, and has not early adopted any new standards or interpretations - The Group has applied amendments to HKAS 21, which had no significant impact due to the absence of foreign currency transactions[25](index=25&type=chunk) - The Group has not applied any new standards or interpretations that are not yet effective for the current accounting period[26](index=26&type=chunk) [4. Revenue and Segment Reporting](index=14&type=section&id=4.%20Revenue%20and%20Segment%20Reporting) Revenue primarily derives from refined oil and natural gas sales and transportation services, totaling RMB 3,082,015 thousand for the period, managed across three segments in China Disaggregation of Revenue from Contracts with Customers by Major Product or Service Line | Product or Service | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Sales of Refined Oil and Natural Gas | 3,050,307 | 3,790,626 | | Revenue from Provision of Transportation Services | 31,699 | 37,807 | | Revenue from Provision of Franchise Services | – | 9,411 | | Revenue from Trading of Compressed Natural Gas and Liquefied Petroleum Gas | 9 | 1,567 | | **Total** | **3,082,015** | **3,839,411** | - The Group has three reportable segments: sales of refined oil, sales of natural gas, and provision of transportation services[32](index=32&type=chunk) - All of the Group's customers and non-current assets are located in the People's Republic of China[36](index=36&type=chunk) [5. Other Income](index=17&type=section&id=5.%20Other%20Income) Other income for the six months ended June 30, 2025, was RMB 3,439 thousand, a slight decrease primarily due to lower rental income from operating leases Details of Other Income | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Rental Income from Operating Leases | 1,387 | 2,063 | | Net Gain/(Loss) on Disposal of Property, Plant and Equipment | 309 | (245) | | Interest Income | 301 | 700 | | Others | 1,442 | 1,067 | | **Total** | **3,439** | **3,585** | [6. Profit/(Loss) Before Tax](index=18&type=section&id=6.%20Profit%2F%28Loss%29%20Before%20Tax) This section details expenses impacting profit or loss before tax, including finance costs, staff costs, depreciation, and inventory costs, all showing a decreasing trend Details of Finance Costs | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Interest Expense on Bank and Other Borrowings | 4,807 | 4,289 | | Interest Expense on Lease Liabilities | 8,259 | 9,407 | | **Total** | **13,066** | **13,696** | Details of Staff Costs | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Salaries, Wages and Other Benefits | 69,621 | 74,059 | | Contributions to Defined Contribution Retirement Plans | 9,025 | 9,049 | | **Total** | **78,646** | **83,108** | Details of Other Expense Items | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Depreciation Expense | 30,372 | 32,652 | | Operating Lease Expenses for Short-term Leases and Leases of Low-value Assets | 2,440 | 2,192 | | Cost of Inventories | 2,925,154 | 3,620,297 | [7. Income Tax](index=19&type=section&id=7.%20Income%20Tax) Income tax expense significantly decreased by 96% to RMB 511 thousand due to a pre-tax loss, with varying corporate income tax rates applied to subsidiaries in China Details of Income Tax | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Current Tax | 12,319 | 21,705 | | Deferred Tax | (11,808) | (7,575) | | **Total** | **511** | **14,130** | - Subsidiaries in China (excluding Hong Kong) are subject to a **25%** corporate income tax rate, with some small-scale enterprises enjoying a **5%** preferential rate and high-tech enterprises a **15%** preferential rate[43](index=43&type=chunk) [8. Loss Per Share](index=19&type=section&id=8.%20Loss%20Per%20Share) Basic and diluted loss per share was RMB 0.02 for the six months ended June 30, 2025, compared to earnings per share of RMB 0.07 in the prior year, with no dilutive potential ordinary shares - Basic and diluted loss per share was **RMB 0.02** for the six months ended June 30, 2025 (2024: earnings per share of **RMB 0.07**)[41](index=41&type=chunk) - There were no potential dilutive ordinary shares for the six months ended June 30, 2025 and 2024[42](index=42&type=chunk) [9. Property, Plant and Equipment](index=20&type=section&id=9.%20Property%2C%20Plant%20and%20Equipment) Capital expenditure on property, plant and equipment increased to RMB 12,060 thousand for the six months ended June 30, 2025 - Capital expenditure on property, plant and equipment amounted to **RMB 12,060 thousand** for the six months ended June 30, 2025 (2024: **RMB 6,732 thousand**)[44](index=44&type=chunk) [10. Trade and Bills Receivables](index=20&type=section&id=10.%20Trade%20and%20Bills%20Receivables) Trade and bills receivables significantly increased to RMB 173,059 thousand as of June 30, 2025, primarily driven by a rise in bills receivable, with all amounts expected to be recovered within one year Details of Trade and Bills Receivables | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Trade Receivables | 32,966 | 29,630 | | Bills Receivables | 140,093 | 66,000 | | **Total** | **173,059** | **95,630** | - As of June 30, 2025, the aging analysis of trade receivables shows **RMB 25,858 thousand** within 1 month, **RMB 6,490 thousand** between 1 and 3 months, and **RMB 618 thousand** between 3 and 6 months[46](index=46&type=chunk) [11. Prepayments, Deposits and Other Receivables](index=21&type=section&id=11.%20Prepayments%2C%20Deposits%20and%20Other%20Receivables) Prepayments, deposits, and other receivables increased to RMB 1,120,985 thousand as of June 30, 2025, mainly due to higher prepayments for inventory and services from related parties, with all amounts expected to be recovered or expensed within one year Details of Prepayments, Deposits and Other Receivables | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Prepayments for Purchases of Inventories and Services from Related Parties | 874,159 | 630,468 | | Prepayments for Purchases of Inventories and Services from Third Parties | 222,279 | 255,985 | | Amounts Due from Non-controlling Interests of a Subsidiary | – | 24,054 | | **Total** | **1,120,985** | **933,224** | - All prepayments, deposits and other receivables are expected to be recovered or recognized as expenses within one year[49](index=49&type=chunk) [12. Restricted Cash](index=21&type=section&id=12.%20Restricted%20Cash) Restricted cash significantly increased to RMB 388,350 thousand as of June 30, 2025, primarily comprising pledged deposits for bank loans and bills - Pledged deposits for bank loans and bills amounted to **RMB 388,350 thousand** (December 31, 2024: **RMB 88,350 thousand**)[47](index=47&type=chunk) [13. Cash and Cash Equivalents](index=21&type=section&id=13.%20Cash%20and%20Cash%20Equivalents) Cash and cash equivalents increased to RMB 83,212 thousand as of June 30, 2025, with RMB-denominated operations in China subject to exchange restrictions - Cash at bank and in hand amounted to **RMB 83,212 thousand** (December 31, 2024: **RMB 70,278 thousand**)[48](index=48&type=chunk) - RMB is not a freely convertible currency, and remittances of funds out of China (excluding Hong Kong) are subject to exchange restrictions imposed by the Chinese government[48](index=48&type=chunk) [14. Bank and Other Borrowings](index=22&type=section&id=14.%20Bank%20and%20Other%20Borrowings) Total short-term bank and other borrowings increased to RMB 640,100 thousand as of June 30, 2025, with most loans secured by group assets or guaranteed by related parties Analysis of Short-term Bank and Other Borrowings | Item | June 30, 2025 (RMB thousands) | Percentage (%) | December 31, 2024 (RMB thousands) | Percentage (%) | | :--- | :----------------------- | :------- | :----------------------- | :------- | | Secured by the Group's Assets and/or Guaranteed by Related Parties | 466,350 | 98 | 320,350 | 90 | | Guaranteed by a Subsidiary or Related Parties | 123,000 | | 109,325 | | | Unsecured | 7,000 | | 3,000 | | | Current Portion of Long-term Bank and Other Borrowings | 43,750 | | 2,500 | | | **Total** | **640,100** | **100** | **445,175** | **100** | Analysis of Long-term Bank and Other Borrowings | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Secured by the Group's Assets and/or Guaranteed by Related Parties | 56,250 | 50,340 | | Less: Current Portion of Long-term Bank and Other Borrowings | (43,750) | (2,500) | | **Total** | **12,500** | **47,840** | [15. Trade and Bills Payables](index=23&type=section&id=15.%20Trade%20and%20Bills%20Payables) Trade and bills payables significantly increased to RMB 286,822 thousand as of June 30, 2025, primarily due to a substantial rise in bills payable Details of Trade and Bills Payables | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Trade Payables to Third Parties | 1,822 | 2,748 | | Bills Payables | 285,000 | – | | **Total** | **286,822** | **2,748** | - As of June 30, 2025, the aging analysis of trade payables shows **RMB 1,812 thousand** within 1 month and **RMB 10 thousand** over 3 months[51](index=51&type=chunk) [16. Accruals, Other Payables and Contract Liabilities](index=24&type=section&id=16.%20Accruals%2C%20Other%20Payables%20and%20Contract%20Liabilities) Accruals, other payables, and contract liabilities increased to RMB 704,635 thousand as of June 30, 2025, driven by higher amounts due to related parties and financial liabilities measured at amortized cost Details of Accruals, Other Payables and Contract Liabilities | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Staff-related Costs Payable | 6,283 | 6,345 | | Amounts Due to a Related Party | 391,599 | 125,965 | | Financial Liabilities Measured at Amortized Cost | 468,705 | 200,579 | | Contract Liabilities - Prepayments from Related Parties | 12,695 | 102,085 | | Contract Liabilities - Prepayments from Third Parties | 130,992 | 138,068 | | Contract Liabilities - Prepaid Cards from End-users for Consumption at Gas and Petrol Stations | 92,243 | 108,985 | | **Total** | **704,635** | **549,717** | - Amounts due to Changchun Yitonghe Petroleum Distribution Co., Ltd. (a related party) significantly increased, related to payments for refined oil purchases for the Group's operating petrol stations and oil storage facilities[53](index=53&type=chunk) [17. Dividends](index=25&type=section&id=17.%20Dividends) The Board did not recommend an interim dividend for the six months ended June 30, 2025, though a final dividend of HKD 0.04 per ordinary share from the previous fiscal year was approved and paid - The Board did not recommend an interim dividend for the six months ended June 30, 2025 (2024: **RMB nil**)[54](index=54&type=chunk) - A final dividend of **HKD 0.04** per ordinary share for the previous fiscal year was approved and paid during the interim period, totaling **RMB 13,872 thousand**[55](index=55&type=chunk) - No special dividend was approved during the period (2024: **HKD 0.08** per ordinary share, totaling **RMB 27,345 thousand**)[56](index=56&type=chunk) [18. Fair Value Measurement of Financial Instruments](index=25&type=section&id=18.%20Fair%20Value%20Measurement%20of%20Financial%20Instruments) The carrying amounts of financial instruments recorded at cost or amortized cost did not materially differ from their fair values as of June 30, 2025, and December 31, 2024 - As of June 30, 2025, and December 31, 2024, there were no material differences between the carrying amounts and fair values of financial instruments recorded at cost or amortized cost[57](index=57&type=chunk) [19. Commitments](index=25&type=section&id=19.%20Commitments) Total unprovided capital commitments amounted to RMB 15,449 thousand as of June 30, 2025, primarily related to property, plant, and equipment acquisitions, representing a decrease from the prior year Details of Capital Commitments | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :----------------------- | :----------------------- | | Commitments in respect of acquisition of property, plant and equipment: | | | | Contracted | 1,400 | – | | Authorized but not contracted | 14,049 | 27,135 | | **Total** | **15,449** | **27,135** | [20. Significant Related Party Transactions](index=26&type=section&id=20.%20Significant%20Related%20Party%20Transactions) The Group engaged in significant related party transactions, including sales, transportation services, purchases, and payments on behalf of the Group, with related parties also providing guarantees for bank and other borrowings Details of Significant Related Party Transactions | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :----------------- | :----------------- | | Sales of Goods | 14,460 | 25,361 | | Provision of Transportation Services | 9,549 | 11,566 | | Purchases of Goods | 1,084,078 | 1,453,303 | | Payments on behalf of the Group by bank acceptance bills | 1,210,880 | 761,000 | | Payments on behalf of the Group by cash | 150,501 | 343,080 | | Guarantees obtained for the Group's bank and other borrowings as at the end of the reporting period | 289,000 | 313,675 | [Independent Review Report](index=27&type=section&id=Independent%20Review%20Report) KPMG reviewed the interim financial report in accordance with HKSRS 2410, concluding no material non-compliance with IAS 34 - KPMG has reviewed this interim financial report in accordance with Hong Kong Standard on Review Engagements 2410[61](index=61&type=chunk)[62](index=62&type=chunk) - The review concluded that nothing has come to the reviewer's attention that causes them to believe the interim financial report is not prepared, in all material respects, in accordance with International Accounting Standard 34[63](index=63&type=chunk) [Management Discussion and Analysis](index=28&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the company's business and financial performance, industry trends, and future outlook for the period [1. Business and Financial Review](index=28&type=section&id=1.%20Business%20and%20Financial%20Review) This section reviews the industry landscape, business performance, operating results, financial resources, and risk management for the first half of 2025, noting a shift from profit to loss due to declining sales [1.1 Industry Overview](index=28&type=section&id=1.1%20Industry%20Overview) The first half of 2025 saw volatile international crude oil prices and a global natural gas price decline, while China's energy consumption shifts towards natural gas, driven by heavy-duty natural gas trucks - In the first half of 2025, international crude oil prices experienced volatility, declining from a high of **USD 92** in January to a low of **USD 75** in March[65](index=65&type=chunk) - China's crude oil production increased by **1.55%** year-on-year to **104.8 million tons**, imports grew by **0.36%** to **279.2 million tons**, and external dependency decreased to **71.6%**[65](index=65&type=chunk) - China's crude oil demand structure is shifting, with fuel consumption declining due to new energy vehicles and chemical consumption rising[66](index=66&type=chunk) - Global natural gas prices showed an overall downward trend, primarily due to a mild global winter, increased supply, and a surge in renewable energy[66](index=66&type=chunk) - China's apparent natural gas consumption is projected to grow by **3.0%** year-on-year in the first half of 2025, with production up **5.8%** and imports up **2.0%**, reducing external dependency to **45%**[67](index=67&type=chunk) - The 'gas up, oil down' trend in China's energy structure remains unchanged, with total oil consumption expected to peak before 2027 and natural gas consumption projected to resume medium-to-high growth[68](index=68&type=chunk) - China's production and sales of natural gas heavy-duty trucks saw strong growth, with **17,700 units** sold in February 2025, an **85%** year-on-year increase, driven by policy subsidies and oil-gas price differentials[69](index=69&type=chunk) [1.2 Business Performance](index=29&type=section&id=1.2%20Business%20Performance) The Group experienced revenue declines across refined oil sales, natural gas sales, and transportation services in the first half of 2025, primarily due to the increasing adoption of new energy vehicles - Refined oil sales revenue was approximately **RMB 2,975.4 million**, a decrease of approximately **19%**, accounting for **97%** of total revenue, with sales volume decreasing by approximately **12%** to **433,000 tons**, mainly due to more vehicle customers switching to new energy vehicles[70](index=70&type=chunk) - Natural gas sales revenue was approximately **RMB 74.9 million**, a decrease of approximately **47%**, accounting for approximately **2%** of total revenue, with compressed natural gas sales volume decreasing by approximately **49%** to **13.4 million cubic meters**, mainly due to more natural gas vehicle customers switching to new energy vehicles[71](index=71&type=chunk) - The Group owns a total of **77** oil and gas stations in Jilin and Liaoning provinces[72](index=72&type=chunk) - Transportation services revenue was approximately **RMB 31.7 million**, a decrease of approximately **16%**, accounting for approximately **1%** of total revenue[73](index=73&type=chunk) - Jieli Logistics and its subsidiaries own and manage a fleet of over **100** hazardous goods transportation vehicles[73](index=73&type=chunk) [1.3 Operating Results](index=31&type=section&id=1.3%20Operating%20Results) The Group's revenue decreased by 20% to RMB 3,082.0 million, leading to a 28.6% decline in gross profit and a shift from pre-tax profit to a net loss of RMB 5.8 million for the six months ended June 30, 2025 - Revenue was approximately **RMB 3,082.0 million**, a decrease of approximately **20%** compared to the same period last year, primarily due to reduced sales volume of petroleum products[74](index=74&type=chunk) - Cost of sales decreased by approximately **19%** to **RMB 2,930.7 million**, resulting in a gross profit of approximately **RMB 151.3 million** (a **28.6%** year-on-year decrease) and a gross profit margin of approximately **5%** (6% in the prior year)[75](index=75&type=chunk) - Reversal of impairment of trade receivables was approximately **RMB 0.9 million** (prior year: impairment loss of approximately **RMB 1.0 million**)[76](index=76&type=chunk) - Staff costs decreased by approximately **RMB 4.5 million** to **RMB 78.6 million**, mainly due to a reduction in average staff salaries payable[78](index=78&type=chunk) - Loss before tax was approximately **RMB 5.3 million** (prior year: profit of approximately **RMB 42.1 million**), with a net loss for the period of approximately **RMB 5.8 million** (prior year: profit of approximately **RMB 27.9 million**)[81](index=81&type=chunk)[83](index=83&type=chunk) [1.4 Financial Resources and Liquidity](index=33&type=section&id=1.4%20Financial%20Resources%20and%20Liquidity) As of June 30, 2025, total assets increased by 30% to RMB 2,434.6 million, while total equity remained stable at RMB 527.4 million, with the gearing ratio rising to 78% - Total assets increased by approximately **30%** to **RMB 2,434.6 million**, while total equity remained stable at **RMB 527.4 million**[84](index=84&type=chunk) - As of June 30, 2025, capital expenditure was approximately **RMB 12.1 million**, and capital commitments were approximately **RMB 15.4 million**[85](index=85&type=chunk) Overview of Borrowings | Category | June 30, 2025 (RMB thousands) | Percentage (%) | December 31, 2024 (RMB thousands) | Percentage (%) | | :--- | :----------------------- | :------- | :----------------------- | :------- | | Short-term Borrowings | 640,100 | 98 | 445,175 | 90 | | Long-term Borrowings | 12,500 | 2 | 47,840 | 10 | | **Total** | **652,600** | **100** | **493,015** | **100** | | Denominated Currency: RMB | 652,600 | 100 | 493,015 | 100 | | Secured | 645,600 | 99 | 490,015 | 99 | | Unsecured | 7,000 | 1 | 3,000 | 1 | | Fixed-rate Borrowings | 652,600 | 100 | 483,015 | 98 | | Floating-rate Borrowings | – | – | 10,000 | 2 | | Fixed Interest Rate Range | 2.7% to 7.2% | | 3.35% to 7.2% | | | Floating Interest Rate | – | | 3.45% | | - The gearing ratio was approximately **78%** (December 31, 2024: approximately **71%**)[86](index=86&type=chunk) [1.5 Use of Proceeds](index=34&type=section&id=1.5%20Use%20of%20Proceeds) The net proceeds of approximately HKD 115.6 million from the company's 2017 IPO have been fully utilized according to the revised allocation plan, primarily for network expansion, marketing, working capital, acquisitions, and logistics fleet expansion - The net proceeds of approximately **HKD 115.6 million** from the initial public offering have been fully utilized[87](index=87&type=chunk) Summary of Use of Net Proceeds | Purpose | Original Allocation (HKD thousands) | Revised Allocation (HKD thousands) | Utilized (HKD thousands) | Balance (HKD thousands) | | :--- | :-------------- | :---------------- | :------------ | :------------ | | Funding for Network Expansion of Compressed Natural Gas Stations | 104,000 | 19,500 | 19,500 | – | | Strengthening Marketing and Promotion Strategies | 5,800 | 5,800 | 5,800 | – | | General Working Capital | 5,800 | 5,800 | 5,800 | – | | Acquisition of Yinquan and Transfer of Shareholder Loans | – | 34,500 | 34,500 | – | | Expansion of Oil and Gas Station Network | – | 40,000 | 40,000 | – | | Expansion of Logistics Vehicle Fleet | – | 10,000 | 10,000 | – | | **Total** | **115,600** | **115,600** | **115,600** | **–** | [1.6 Pledged Assets](index=35&type=section&id=1.6%20Pledged%20Assets) As of June 30, 2025, the Group's bank and other borrowings and bank acceptance bill facilities are secured by property, plant and equipment, investment properties, bills receivables, and restricted bank deposits totaling RMB 593.95 million, with some loans personally guaranteed by the Chairman and CEO - The Group's bank and other borrowings and bank acceptance bill facilities are pledged against property, plant and equipment, investment properties, bills receivables, and restricted bank deposits with a total carrying amount of **RMB 593.95 million**[88](index=88&type=chunk) - Bank loans of **RMB 30 million** and bank acceptance bill facilities of **RMB 30 million** are personally guaranteed by Mr. Zhao Jinmin and his spouse, Ms. Ji Yuanyuan[88](index=88&type=chunk) [1.7 Contingent Liabilities](index=35&type=section&id=1.7%20Contingent%20Liabilities) As of the report date and June 30, 2025, the Board is unaware of any significant contingent liabilities - The Board is not aware of any significant contingent liabilities[89](index=89&type=chunk) [1.8 Human Resources](index=35&type=section&id=1.8%20Human%20Resources) As of June 30, 2025, the Group had 1,344 employees, participating in various social insurance and housing provident fund schemes in China and MPF in Hong Kong, with no share options granted during the period - As of June 30, 2025, the Group had a total of **1,344** employees[90](index=90&type=chunk) - The Group participates in various social insurance and housing provident fund schemes for its employees in China and contributes to the Mandatory Provident Fund Scheme for its employees in Hong Kong[90](index=90&type=chunk) - As of June 30, 2025, no share options were granted or agreed to be granted under the share option scheme[90](index=90&type=chunk) [1.9 Significant Acquisitions and Disposals of Subsidiaries and Associates](index=35&type=section&id=1.9%20Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Associates) The Group had no significant investments, acquisitions, or disposals of subsidiaries or associates for the six months ended June 30, 2025 - The Group had no significant investments, acquisitions, or disposals for the six months ended June 30, 2025[91](index=91&type=chunk) [1.10 Foreign Exchange Risk Management](index=35&type=section&id=1.10%20Foreign%20Exchange%20Risk%20Management) Most of the Group's sales and purchases are RMB-denominated and subject to Chinese government exchange restrictions, with management monitoring foreign exchange risk and considering hedging as needed - The majority of the Group's sales and purchases during the period were denominated in RMB[92](index=92&type=chunk) - RMB is not a freely convertible currency and is subject to exchange restrictions imposed by the Chinese government[92](index=92&type=chunk) - The Group currently has no foreign currency hedging policy, but management monitors foreign exchange risk and will consider hedging when necessary[93](index=93&type=chunk) [2. Business Outlook](index=36&type=section&id=2.%20Business%20Outlook) For the second half of 2025, global economic growth is projected at 2.8%, with China targeting 5% GDP growth, while the Group plans to optimize operations, pursue transformation, and explore new energy vehicle infrastructure opportunities - The International Monetary Fund and the World Bank forecast global economic growth to reach **2.8%** in 2025, with China targeting approximately **5%** GDP growth[94](index=94&type=chunk) - Global oil demand for the full year 2025 is projected to increase by **20%** to slightly over **103.9 million barrels/day**, but a significant increase in supply will lead to overcapacity, putting further downward pressure on oil prices[95](index=95&type=chunk) - Natural gas demand is expected to continue growing, with global demand projected to increase by **1.5%** and Asia-Pacific by **3.3%**, though the central price of natural gas is expected to further decline in the second half of the year[96](index=96&type=chunk) - The Group will continue to focus on gas and petrol station operations, optimize natural gas and petroleum distribution and transportation businesses, actively seek transformation and upgrading directions, strategically deploy opportunities related to the petroleum and gas industry chain, and seize growth opportunities from new energy vehicle charging and gas station infrastructure construction[97](index=97&type=chunk) [Other Information](index=37&type=section&id=Other%20Information) This section covers disclosures regarding equity interests, the share option scheme, corporate governance practices, review of interim financial information, and compliance matters [1. Disclosure of Interests](index=37&type=section&id=1.%20Disclosure%20of%20Interests) This section details the interests and short positions of directors, chief executives, and substantial shareholders in the company's shares and related shares [1.1 Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or its Associated Corporations](index=37&type=section&id=1.1%20Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20its%20Associated%20Corporations) As of June 30, 2025, directors and the chief executive held long positions in the company's shares, with Mr. Zhao Jinmin holding 56.03% through controlled corporations Directors' Long Positions in the Shares of the Company | Name of Director | Capacity/Nature of Interest | Number of Shares | Approximate Percentage | | :--- | :----------- | :------- | :--------- | | Mr. Zhao Jinmin | Interest in Controlled Corporation | 209,829,240 | 56.03% | | Mr. Liu Yingwu | Interest in Controlled Corporation | 27,287,600 | 7.29% | | Ms. Bian Xiaodan | Interest of Spouse | 940,000 | 0.25% | - Mr. Zhao Jinmin wholly owns Golden Truth Holdings Limited, which in turn wholly owns Ruishan Limited, thus Mr. Zhao is deemed to have an interest in the shares held by Golden Truth and Ruishan[100](index=100&type=chunk) [1.2 Substantial Shareholders' and Other Persons' Interests in Shares and Underlying Shares](index=38&type=section&id=1.2%20Substantial%20Shareholders%27%20and%20Other%20Persons%27%20Interests%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, key substantial shareholders included Golden Truth (56.03%), Ruishan (19.17%), Ms. Ji Yuanyuan (56.03%), and Dynamic Fame Global Limited (10.13%) Substantial Shareholders' Long Positions in the Shares of the Company | Name of Shareholder | Nature of Interest/Capacity | Number of Shares | Approximate Percentage | | :--- | :----------- | :------- | :--------- | | Golden Truth | Beneficial Owner and Interest in Controlled Corporation | 209,829,240 | 56.03% | | Ruishan | Beneficial Owner | 71,780,000 | 19.17% | | Ji Yuanyuan | Interest of Spouse | 209,829,240 | 56.03% | | Xu Hang | Interest in Controlled Corporation | 37,931,400 | 10.13% | | Dynamic Fame Global Limited | Beneficial Owner and Interest in Controlled Corporation | 37,931,400 | 10.13% | | Immense Ocean Limited | Beneficial Owner | 14,550,000 | 3.89% | | Heroic Year | Beneficial Owner and Interest in Controlled Corporation | 27,287,600 | 7.29% | | Ma Dan | Interest of Spouse | 27,287,600 | 7.29% | [2. Share Option Scheme](index=39&type=section&id=2.%20Share%20Option%20Scheme) The company's share option scheme, adopted on September 21, 2017, allows for issuing up to 10% of total issued shares at listing, with no options granted as of June 30, 2025 - The share option scheme was approved and adopted on September 21, 2017, to reward eligible participants[104](index=104&type=chunk) - The maximum number of shares that may be issued upon exercise of options initially shall not exceed **10%** of the total shares issued on the listing date (**23,450,200 shares**), representing **6.26%** of the issued share capital as of the date of this interim report[104](index=104&type=chunk) - The total number of shares issued and to be issued upon exercise of options granted to each participant within any 12-month period shall not exceed **1%** of the issued shares as of the grant date (unless approved by shareholders)[105](index=105&type=chunk) - The share option scheme will expire on September 20, 2027, and no share options were granted under the scheme as of June 30, 2025[107](index=107&type=chunk) [3. Corporate Governance](index=40&type=section&id=3.%20Corporate%20Governance) The company complied with the Corporate Governance Code for the six months ended June 30, 2025, with exceptions for independent non-executive directors' attendance at general meetings and the combined roles of Chairman and CEO, which the Board believes provides strong leadership - The company complied with all code provisions of the Corporate Governance Code for the six months ended June 30, 2025, except for the absence of independent non-executive directors at general meetings and the combined roles of Chairman and Chief Executive Officer[108](index=108&type=chunk) - The Board believes that combining the roles of Chairman and Chief Executive Officer provides strong and consistent leadership for the company, enabling effective and efficient planning and implementation of business decisions and strategies[108](index=108&type=chunk) - The Audit Committee members include all independent non-executive directors: Mr. Liu Yingjie (Chairman), Mr. Zhang Zhifeng, and Ms. Su Dan[109](index=109&type=chunk) - The Remuneration Committee members include executive director Mr. Liu Yingwu and independent non-executive directors Mr. Zhang Zhifeng (Chairman) and Ms. Su Dan[111](index=111&type=chunk) - The Nomination Committee members include executive director Mr. Ma Haidong and independent non-executive directors Ms. Su Dan (Chairman) and Mr. Zhang Zhifeng[112](index=112&type=chunk) [4. Review of Interim Financial Information](index=40&type=section&id=4.%20Review%20of%20Interim%20Financial%20Information) The unaudited condensed consolidated financial statements for the six months ended June 30, 2025, were reviewed by KPMG and the Audit Committee, which deemed them compliant with accounting standards and adequately disclosed - The interim financial report for the six months ended June 30, 2025, is unaudited but has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410[110](index=110&type=chunk) - The Audit Committee has reviewed the unaudited condensed consolidated financial statements and considers that these interim results have been prepared in accordance with applicable accounting standards and requirements, with adequate disclosures made[110](index=110&type=chunk) [5. Purchase, Sale or Redemption of Listed Securities](index=41&type=section&id=5.%20Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 2025 - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 2025[113](index=113&type=chunk) [6. Dividends](index=41&type=section&id=6.%20Dividends) The Board does not recommend the payment of any dividends for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividends for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[114](index=114&type=chunk) [7. Standard Code for Securities Transactions](index=41&type=section&id=7.%20Standard%20Code%20for%20Securities%20Transactions) The company adopted the Model Code for Securities Transactions by Directors of Listed Issuers and confirmed compliance by all directors for the six months ended June 30, 2025 - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules and confirmed that all directors complied with the code for the six months ended June 30, 2025[115](index=115&type=chunk) [8. Sufficient Public Float](index=41&type=section&id=8.%20Sufficient%20Public%20Float) The company has maintained a sufficient public float since its listing date on the Stock Exchange up to the date of this report - The company has maintained a sufficient public float since its listing date on the Stock Exchange up to the date of this report[116](index=116&type=chunk) [9. Acknowledgement](index=41&type=section&id=9.%20Acknowledgement) The Board extends its sincere gratitude to the Group's management, staff, shareholders, business partners, and banks for their hard work and support during the period - The Board extends its sincere gratitude to the Group's management, all staff, shareholders, business partners, and banks for their diligent efforts and support during the period[117](index=117&type=chunk)

Market Trends and Dynamics - The residential property turnover rate increased from 1.7% to 3.3% from 2021 to 2024, indicating a growing market for property services [18]. - The market share of the top 10 property service companies has surpassed 28.3%, with their new contracted Gross Floor Area (GFA) being 2.4 times that of companies ranked 11th to 30th [18]. - The number of practitioners in the property service industry has decreased significantly from over hundreds of thousands to just over ten thousand, highlighting a consolidation trend [18]. - Over 20,000 communities are replacing property service providers each year on average, indicating a dynamic market environment [18]. - The property service industry is entering an era dominated by existing projects, with leading companies poised for further scale-up opportunities [18]. - The transition from scale expansion to quality upgrades is being driven by property owners' increasing awareness of their rights [18]. - The industry is experiencing a crisis of trust due to high-priced pre-sale service contracts and low service quality, leading to plunging collection rates for some providers [19]. - Local governments' price caps are intensifying the standoff between supply and demand in the property service market [19]. - The misalignment in value perception among stakeholders is creating contradictions that could impact future growth in the property service sector [19]. Government and Regulatory Environment - The government is promoting a four-in-one mechanism involving community organizations and property management companies to enhance grassroots governance and improve service quality [23]. - There is a growing disconnect between government expectations for property management services and the realities faced by the industry, leading to calls for reduced management fees [27]. - The central government emphasizes that high-quality property services are essential for improving residents' quality of life and are integral to grassroots governance [25]. Financial Performance and Revenue - For the six months ended June 30, 2025, total revenue reached RMB 18,137.5 million, representing a year-over-year growth of 3.1% [50]. - Recurring businesses generated revenue of RMB 16,308.5 million, accounting for 89.9% of total revenue, with a year-over-year increase of 9.5% [53]. - Revenue from residential property services was RMB 10,279.3 million, a 10.4% increase year-over-year, contributing 56.7% to total revenue [54]. - The gross profit margin for residential property services decreased to 12.9%, down 0.5 percentage points compared to the previous period [54]. - The saturated income from residential projects under management increased to RMB 28,133.5 million, a 7.4% year-over-year growth [56]. - Revenue from property and facility management services was RMB 5,169.1 million, reflecting a 7.7% increase year-over-year, accounting for 28.5% of total revenue [60]. - The gross profit from property and facility management services was RMB 452.8 million, with a year-over-year increase of 13.7% [60]. - The total gross profit for the six months ended June 30, 2025, was RMB 2,492.9 million, with a gross profit margin of 13.7% [52]. - Profit for the period increased by 5.4% from RMB 795.1 million for the six months ended June 30, 2024, to RMB 837.8 million for the same period in 2025, while core net profit rose by 10.8% to RMB 1,321.1 million [110]. Investment and Strategic Initiatives - The Group aims to become a global leader in intelligent and low-carbon asset services by advancing strategies centered on asset service, intelligence, and low carbon from 2025 to 2027 [32]. - The Group is investing RMB 1,123.4 million in replicating the "Onewo Town" model for residential property services, with RMB 690.2 million utilized and RMB 553.7 million remaining [135]. - An investment of RMB 1,404.3 million is allocated for the development of AIoT and BPaaS solutions, with RMB 367.0 million utilized and RMB 323.8 million remaining [135]. - For technical investment and infrastructure transformation, RMB 561.7 million is allocated, with RMB 225.8 million utilized and RMB 183.1 million remaining [135]. - The Group is exploring property targets with development potential through fund investments, with a total allocation of RMB 1,966.1 million, of which RMB 977.7 million has been utilized [136]. Human Resources and Talent Development - As of June 30, 2025, the Group had 102,093 employees, a slight decrease from 102,441 employees on December 31, 2024 [149]. - Total staff costs during the Reporting Period were approximately RMB 6,010.3 million [149]. - The Group has implemented a comprehensive talent development and training system, including tiered leadership training camps and AI learning courses [150]. - An employee stock ownership plan was introduced in June 2015 to attract and retain talent, enhancing the Company's competitiveness for long-term development [151]. Corporate Governance and Compliance - The Audit Committee has been established to oversee the external and internal audit processes and review financial information and internal control systems [181]. - The Company has adopted the Model Code for Securities Transactions by Directors, ensuring compliance during the Reporting Period [144]. - There were no incidents of non-compliance with the Model Code by relevant employees during the Reporting Period [145]. Shareholder Information and Dividends - The Board recommended an interim dividend of RMB 1,100.0 million for the six months ended June 30, 2025, translating to RMB 0.951 per share [186]. - The interim dividend is subject to approval by shareholders and was approved at the extraordinary general meeting held on September 3, 2025 [187]. - The expected payment date for the interim dividend is around September 26, 2025, for shareholders listed on the register as of September 11, 2025 [187].

2025 www.lionrock.hk 目錄 | 002 | 管理層討論及分析 | | --- | --- | | 008 | 簡明綜合損益及其他全面收益表 | | 009 | 簡明綜合財務狀況表 | | 010 | 簡明綜合現金流量表 | | 012 | 簡明綜合股本變動表 | | 014 | 簡明綜合中期財務報表附註 | | 027 | 其他披露 | | 032 | 公司資料 | 管理層討論及分析 業務回顧 甲、 印刷製造 匯星印刷－中國製造及國際銷售業務： 本集團於二零二五年首六個月之營業額下跌13%至 1,094,000,000港元（二零二四年上半年：1,257,000,000港 元）。是次跌幅主要受全球插圖圖書市場疲弱，以及美國特 朗普政府實施對等關稅導致全球供應鏈轉移所影響。本公司 擁有人應佔溢利下跌4%至76,000,000港元（二零二四年上半 年：79,100,000港元），主要由於麗晶及Quarto之收入及溢 利貢獻下降所致。 二零二五年上半年，全球圖書市場持續偏弱。據Circana BookScan資料顯示，美國作為全球最大之圖書市場，其紙本 書單位銷量按年下跌2%，主因美國消費開支疲弱 ...