[Cover and Company Information](index=1&type=section&id=Cover%20and%20Company%20Information) This section includes disclaimers, the company's weighted voting rights structure, and an overview of its unaudited Q2 2025 results [Disclaimer and Weighted Voting Rights Structure](index=1&type=section&id=Disclaimer%20and%20Weighted%20Voting%20Rights%20Structure) The report begins with a disclaimer from HKEX regarding the announcement's content and details the company's weighted voting rights structure with Class C shares having 8 votes per share, advising investors of potential risks - The Hong Kong Stock Exchange takes no responsibility for the contents of this announcement and makes no representation as to its accuracy or completeness[1](index=1&type=chunk) - The company's share capital includes Class A ordinary shares (one vote per share) and Class C ordinary shares (eight votes per share), cautioning investors about the potential risks of investing in companies with weighted voting rights structures[1](index=1&type=chunk) [Company Overview](index=1&type=section&id=Company%20Overview) NIO Group released its unaudited second-quarter 2025 results, provided as an interim report to shareholders under HKEX Listing Rule 13.48(1) and accessible on specified websites - NIO Group released its unaudited Q2 2025 results, provided as an interim report to shareholders for the six months ended June 30, 2025[3](index=3&type=chunk) - The Q2 2025 results are available on the Hong Kong Stock Exchange website www.hkexnews.hk and the company's website http://ir.nio.com[3](index=3&type=chunk) [Q2 2025 Performance Highlights](index=2&type=section&id=Q2%202025%20Performance%20Highlights) This section summarizes the company's operational and financial performance for the second quarter of 2025, including key delivery metrics, financial results, recent developments, and management commentary [Operating Highlights](index=2&type=section&id=Operating%20Highlights) Q2 2025 vehicle deliveries reached 72,056 units, a 25.6% increase year-over-year and 71.2% quarter-over-quarter, encompassing NIO, Onvo, and Firefly brand models Vehicle Deliveries | Metric | Q2 2025 | Q2 2024 | YoY Growth | Q1 2025 | QoQ Growth | | :--- | :--- | :--- | :--- | :--- | :--- | | Vehicle Deliveries | 72,056 vehicles | 57,373 vehicles | 25.6% | 42,094 vehicles | 71.2% | - Deliveries included **47,132** premium smart electric vehicles from the NIO brand, **17,081** smart electric family vehicles from the Onvo brand, and **7,843** smart electric premium compact cars from the Firefly brand[6](index=6&type=chunk) [Financial Highlights](index=2&type=section&id=Financial%20Highlights) Q2 2025 vehicle sales and total revenue both grew, with gross margin improving to 10.0%, while operating and net losses significantly narrowed quarter-over-quarter, including adjusted figures Key Financial Metrics (RMB millions) | Metric (RMB millions) | Q2 2025 | Q2 2024 | YoY Change | Q1 2025 | QoQ Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Vehicle Sales | 16,136.1 | 15,679.6 | 2.9% | 9,939.3 | 62.3% | | Vehicle Margin | 10.3% | 12.2% | –190 basis points | 10.2% | 10 basis points | | Total Revenue | 19,008.7 | 17,446.0 | 9.0% | 12,034.7 | 57.9% | | Gross Profit | 1,897.5 | 1,688.7 | 12.4% | 919.6 | 106.3% | | Gross Margin | 10.0% | 9.7% | 30 basis points | 7.6% | 240 basis points | | Operating Loss | (4,908.9) | (5,209.3) | -5.8% | (6,418.1) | -23.5% | | Adjusted Operating Loss (Non-GAAP) | (4,040.8) | (4,698.5) | -14.0% | (5,947.2) | -32.1% | | Net Loss | (4,994.8) | (5,046.0) | -1.0% | (6,750.0) | -26.0% | | Adjusted Net Loss (Non-GAAP) | (4,126.7) | (4,535.2) | -9.0% | (6,279.1) | -34.3% | [Recent Developments](index=3&type=section&id=Recent%20Developments) NIO's deliveries continued to grow in July and August 2025, with cumulative deliveries exceeding 830,000 vehicles, while Q2 gross profit and margin significantly improved, operating and net losses narrowed, and cash reserves remained strong, alongside new product launches and a RMB 20 billion capital injection into NIO China Vehicle Deliveries | Metric | July 2025 | August 2025 | Cumulative as of August 31, 2025 | | :--- | :--- | :--- | :--- | | Vehicle Deliveries | 21,017 vehicles | 31,305 vehicles | 838,036 vehicles | - Q2 2025 gross profit was **RMB 1.8975 billion**, a **12.4% increase** year-over-year and a **106.3% increase** quarter-over-quarter[11](index=11&type=chunk) - As of June 30, 2025, cash and cash equivalents, restricted cash, short-term investments, and long-term time deposits totaled **RMB 27.2 billion (USD 3.8 billion)**[11](index=11&type=chunk) - The smart large-space flagship SUV, Onvo L90, was officially launched on July 31, 2025, with user deliveries commencing immediately[12](index=12&type=chunk) - The premium flagship SUV, NIO All-New ES8, was officially launched on August 21, 2025, with pre-orders open and deliveries expected to begin in late September[13](index=13&type=chunk) - NIO signed a definitive agreement to inject **RMB 20 billion** into NIO China, increasing its controlling equity interest in NIO China to **91.8%** upon completion[14](index=14&type=chunk) [Management Commentary](index=4&type=section&id=Management%20Commentary) NIO CEO William Li noted strong Q2 delivery growth and positive market reception for Onvo L90 and All-New ES8, projecting record Q3 deliveries, while CFO Steven Feng highlighted the effectiveness of cost-reduction efforts and a structural financial turning point - William Li, Founder, Chairman, and CEO of NIO, stated that **72,056** smart electric vehicles were delivered in Q2 2025, representing a **25.6% year-over-year increase**[15](index=15&type=chunk) - Total deliveries for Q3 are projected to be between **87,000 and 91,000 vehicles**, a **40.7% to 47.1% year-over-year increase**, setting a new company record[15](index=15&type=chunk) - Steven Feng, CFO of NIO, noted that comprehensive cost-reduction and efficiency-improvement measures have begun to yield results, with Non-GAAP operating loss narrowing by over **30% quarter-over-quarter** excluding organizational optimization expenses[15](index=15&type=chunk) [Q2 2025 Financial Performance Details](index=5&type=section&id=Q2%202025%20Financial%20Performance%20Details) This section provides a detailed breakdown of the company's Q2 2025 financial results, focusing on revenue, gross margin, operating loss, net loss, and earnings per share [Revenue and Gross Margin](index=5&type=section&id=Revenue%20and%20Gross%20Margin) Q2 2025 saw growth in total revenue and vehicle sales, with other sales increasing significantly by 62.6%, gross profit rose 12.4%, and gross margin improved to 10.0%, though vehicle margin slightly decreased due to product mix changes Revenue and Gross Margin (RMB millions) | Metric (RMB millions) | Q2 2025 | Q2 2024 | YoY Change | Q1 2025 | QoQ Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 19,008.7 | 17,446.0 | 9.0% | 12,034.7 | 57.9% | | Vehicle Sales | 16,136.1 | 15,679.6 | 2.9% | 9,939.3 | 62.3% | | Other Sales | 2,872.6 | 1,766.3 | 62.6% | 2,095.4 | 37.1% | | Cost of Sales | 17,111.1 | 15,757.3 | 8.6% | 11,115.2 | 53.9% | | Gross Profit | 1,897.5 | 1,688.7 | 12.4% | 919.6 | 106.3% | | Gross Margin | 10.0% | 9.7% | 30 basis points | 7.6% | 240 basis points | | Vehicle Margin | 10.3% | 12.2% | –190 basis points | 10.2% | 10 basis points | - The increase in other sales was primarily due to higher revenue from used car sales, technology research and development services, sales of parts and accessories, vehicle after-sales services, and energy solutions[17](index=17&type=chunk) - The decrease in vehicle margin compared to Q2 2024 was mainly due to changes in product mix, partially offset by lower unit material costs[17](index=17&type=chunk) [Operating Loss](index=6&type=section&id=Operating%20Loss) Q2 2025 operating loss decreased by 5.8% year-over-year and 23.5% quarter-over-quarter, driven by reductions in R&D expenses and selling, general, and administrative expenses, primarily due to changes in new product development phases, lower depreciation and amortization, and organizational optimization Operating Loss and Expenses (RMB millions) | Metric (RMB millions) | Q2 2025 | Q2 2024 | YoY Change | Q1 2025 | QoQ Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Operating Loss | (4,908.9) | (5,209.3) | -5.8% | (6,418.1) | -23.5% | | Adjusted Operating Loss (Non-GAAP) | (4,040.8) | (4,698.5) | -14.0% | (5,947.2) | -32.1% | | R&D Expenses | (3,007.0) | (3,218.5) | -6.6% | (3,181.4) | -5.5% | | Selling, General & Administrative Expenses | (3,964.9) | (3,757.5) | 5.5% | (4,400.8) | -9.9% | - The decrease in R&D expenses was primarily due to lower design and development costs associated with different development stages of new products and technologies, as well as reduced depreciation and amortization expenses[20](index=20&type=chunk) - The quarter-over-quarter decrease in selling, general and administrative expenses was mainly due to lower personnel costs and marketing and promotional expenses, primarily attributable to the company's comprehensive organizational optimization measures in marketing and other support functions[20](index=20&type=chunk) [Net Loss and Earnings Per Share/ADS](index=6&type=section&id=Net%20Loss%20and%20Earnings%20Per%20Share%2FADS) Q2 2025 net loss decreased by 1.0% year-over-year and 26.0% quarter-over-quarter, with net loss attributable to ordinary shareholders slightly increasing by 0.3% year-over-year, and basic and diluted net loss per share of RMB 2.31 (Non-GAAP RMB 1.85) showing improvement from prior periods Net Loss and EPS/ADS (RMB millions) | Metric (RMB millions) | Q2 2025 | Q2 2024 | YoY Change | Q1 2025 | QoQ Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Net Loss | (4,994.8) | (5,046.0) | -1.0% | (6,750.0) | -26.0% | | Adjusted Net Loss (Non-GAAP) | (4,126.7) | (4,535.2) | -9.0% | (6,279.1) | -34.3% | | Net Loss Attributable to NIO Ordinary Shareholders | (5,141.3) | (5,126.4) | 0.3% | (6,891.1) | -25.4% | | Basic and Diluted Net Loss Per Share (RMB) | (2.31) | (2.50) | -7.6% | (3.29) | -29.8% | | Adjusted Basic and Diluted Net Loss Per Share (Non-GAAP, RMB) | (1.85) | (2.21) | -16.4% | (3.01) | -38.6% | [Financial Position](index=7&type=section&id=Financial%20Position) This section details the company's balance sheet as of June 30, 2025, highlighting cash reserves, liquidity, and management's assessment of its ability to continue as a going concern [Balance Sheet](index=7&type=section&id=Balance%20Sheet) As of June 30, 2025, the company held RMB 27.2 billion in cash and cash equivalents, restricted cash, short-term investments, and long-term time deposits; despite accumulated losses and current liabilities exceeding current assets, management believes financial resources are sufficient for the next 12 months of operations based on business plans and financing capabilities Cash and Equivalents | Metric | As of June 30, 2025 | | :--- | :--- | | Cash and cash equivalents, restricted cash, short-term investments, and long-term time deposits | RMB 27.2 billion (USD 3.8 billion) | - The company has incurred losses since its inception, with current liabilities exceeding current assets and negative shareholders' equity as of June 30, 2025[23](index=23&type=chunk) - Management believes that the company's financial resources, including available cash, cash generated from operations, and available credit facilities, will be sufficient to support its continuous operations for the next twelve months[23](index=23&type=chunk) [Business Outlook](index=7&type=section&id=Business%20Outlook) NIO projects Q3 2025 vehicle deliveries to be between 87,000 and 91,000 units, representing a 40.7% to 47.1% year-over-year increase, with total revenue expected to range from RMB 21.812 billion to RMB 22.876 billion, a 16.8% to 22.5% year-over-year increase Q3 2025 Outlook | Metric | Q3 2025 Forecast | YoY Growth | | :--- | :--- | :--- | | Vehicle Deliveries | 87,000 to 91,000 vehicles | 40.7% to 47.1% | | Total Revenue | RMB 21.812 billion to RMB 22.876 billion (USD 3.045 billion to USD 3.193 billion) | 16.8% to 22.5% | - This business outlook reflects the company's current and preliminary view on business and market conditions, which are subject to change[24](index=24&type=chunk) [Conference Call Information](index=7&type=section&id=Conference%20Call%20Information) This section provides details for the Q2 2025 earnings conference call, including timing, webcast access, and replay options [Conference Call Details](index=7&type=section&id=Conference%20Call%20Details) Company management will host an earnings conference call on September 2, 2025, at 8:00 AM US Eastern Time, with webcast and replay options available, along with dial-in numbers and registration links - The conference call will be held on **September 2, 2025, at 8:00 AM US Eastern Time** (8:00 PM Beijing/Hong Kong/Singapore Time on September 2, 2025)[25](index=25&type=chunk) - A live webcast and replay of the conference call will be available on the company's investor relations website at https://ir.nio.com/news-events/events[25](index=25&type=chunk) - Participants are required to register in advance to receive dial-in numbers, a conference passcode, and a unique access PIN[25](index=25&type=chunk) [Conference Call Replay](index=8&type=section&id=Conference%20Call%20Replay) A replay of the conference call will be accessible via provided international dial-in numbers and a PIN code until September 9, 2025 Replay Dial-in Numbers | Region | Phone Number | | :--- | :--- | | United States: | +1-855-883-1031 | | Hong Kong, China: | +852-800-930-639 | | Mainland China: | +86-400-1209-216 | | Singapore: | +65-800-1013-223 | | International: | +61-7-3107-6325 | | Replay PIN: | 10049790 | - The replay of the conference call will be available via the provided phone numbers until **September 9, 2025**[27](index=27&type=chunk) [Company Profile](index=8&type=section&id=Company%20Profile) NIO Group, founded in November 2014, is a pioneer and leader in the global smart electric vehicle market, committed to co-creating a sustainable future, with a vision to be a user enterprise leading in technology and experience, operating three brands: NIO, Onvo, and Firefly, targeting premium, family, and premium compact car segments respectively - NIO Group, founded in **November 2014**, is committed to co-creating a sustainable and better future, fulfilling its mission of 'Blue Sky Coming'[28](index=28&type=chunk) - NIO's vision is to be a user enterprise leading in technology and experience, distinguishing itself through continuous technological breakthroughs and innovation, ultimate products and services, and a co-growing community[28](index=28&type=chunk) - The company's brands include NIO, focusing on premium smart electric vehicles; Onvo, targeting smart electric family vehicles; and Firefly, offering smart electric premium compact cars[28](index=28&type=chunk) [Safe Harbor Statement](index=8&type=section&id=Safe%20Harbor%20Statement) This press release contains forward-looking statements under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995, which involve inherent risks and uncertainties that could cause actual results to differ materially from expectations, and the company undertakes no obligation to update any such statements - This press release contains statements that may constitute 'forward-looking' statements within the meaning of the 'safe harbor' provisions of the U.S. Private Securities Litigation Reform Act of 1995[29](index=29&type=chunk) - Forward-looking statements involve inherent risks and uncertainties, and various factors could cause actual results to differ materially from those contained in any forward-looking statement[29](index=29&type=chunk) - Except as required by applicable law, NIO undertakes no obligation to update any forward-looking statements[29](index=29&type=chunk) [Non-GAAP Reconciliation](index=9&type=section&id=Non-GAAP%20Reconciliation) This section provides reconciliations of Non-GAAP financial measures to their most directly comparable GAAP measures, explaining the adjustments made to better reflect underlying business trends [Explanation of Non-GAAP Measures](index=9&type=section&id=Explanation%20of%20Non-GAAP%20Measures) The company uses Non-GAAP measures such as adjusted cost of sales, R&D expenses, SG&A expenses, operating loss, net loss, and EPS to evaluate operating performance and inform financial decisions, by excluding non-cash or non-recurring items like share-based compensation and organizational optimization expenses, to better reflect underlying business trends - The company uses Non-GAAP measures such as adjusted cost of sales, R&D expenses, selling, general and administrative expenses, operating loss, net loss, and basic and diluted net loss per share/ADS to evaluate its operating performance and for financial and operational decision-making[30](index=30&type=chunk) - Non-GAAP financial measures, by excluding share-based compensation expenses, organizational optimization expenses, and accretion of redeemable non-controlling interests, help identify underlying business trends and enhance the overall understanding of the company's past performance and future prospects[30](index=30&type=chunk) - Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for net loss or other consolidated statements of comprehensive loss data prepared in accordance with U.S. GAAP[31](index=31&type=chunk) [Q2 2025 Non-GAAP Reconciliation](index=18&type=section&id=Q2%202025%20Non-GAAP%20Reconciliation) In Q2 2025, adjusted operating loss and net loss were significantly lower than GAAP losses after excluding share-based compensation and organizational optimization expenses, with basic and diluted net loss per share adjusted from RMB 2.31 to RMB 1.85 Q2 2025 Non-GAAP Reconciliation (RMB thousands) | Metric (RMB thousands) | GAAP | Share-based Compensation | Organizational Optimization Expenses | Adjusted (Non-GAAP) | | :--- | :--- | :--- | :--- | :--- | | Cost of Sales | (17,111,142) | 12,867 | 54,282 | (17,043,993) | | R&D Expenses | (3,007,032) | 302,620 | 215,532 | (2,488,880) | | Selling, General & Administrative Expenses | (3,964,921) | 110,688 | 172,074 | (3,682,159) | | Operating Loss | (4,908,858) | 426,175 | 441,888 | (4,040,795) | | Net Loss | (4,994,801) | 426,175 | 441,888 | (4,126,738) | | Net Loss Attributable to NIO Ordinary Shareholders | (5,141,307) | 426,175 | 441,888 | (4,124,870) | | Basic and Diluted Net Loss Per Share/ADS (RMB) | (2.31) | 0.19 | 0.20 | (1.85) | [Q1 2025 Non-GAAP Reconciliation](index=19&type=section&id=Q1%202025%20Non-GAAP%20Reconciliation) In Q1 2025, adjusted operating loss and net loss narrowed compared to GAAP losses, with basic and diluted net loss per share adjusted from RMB 3.29 to RMB 3.01 Q1 2025 Non-GAAP Reconciliation (RMB thousands) | Metric (RMB thousands) | GAAP | Share-based Compensation | Adjusted (Non-GAAP) | | :--- | :--- | :--- | :--- | | Operating Loss | (6,418,128) | 470,939 | (5,947,189) | | Net Loss | (6,750,033) | 470,939 | (6,279,094) | | Basic and Diluted Net Loss Per Share/ADS (RMB) | (3.29) | 0.21 | (3.01) | [Q2 2024 Non-GAAP Reconciliation](index=19&type=section&id=Q2%202024%20Non-GAAP%20Reconciliation) In Q2 2024, adjusted operating loss and net loss narrowed compared to GAAP losses, with basic and diluted net loss per share adjusted from RMB 2.50 to RMB 2.21 Q2 2024 Non-GAAP Reconciliation (RMB thousands) | Metric (RMB thousands) | GAAP | Share-based Compensation | Adjusted (Non-GAAP) | | :--- | :--- | :--- | :--- | | Operating Loss | (5,209,298) | 510,753 | (4,698,545) | | Net Loss | (5,045,983) | 510,753 | (4,535,230) | | Basic and Diluted Net Loss Per Share/ADS (RMB) | (2.50) | 0.25 | (2.21) | [H1 2025 Non-GAAP Reconciliation](index=20&type=section&id=H1%202025%20Non-GAAP%20Reconciliation) In H1 2025, adjusted operating loss and net loss were significantly lower than GAAP losses after excluding share-based compensation and organizational optimization expenses, with basic and diluted net loss per share adjusted from RMB 5.56 to RMB 4.81 H1 2025 Non-GAAP Reconciliation (RMB thousands) | Metric (RMB thousands) | GAAP | Share-based Compensation | Organizational Optimization Expenses | Adjusted (Non-GAAP) | | :--- | :--- | :--- | :--- | :--- | | Operating Loss | (11,326,986) | 897,114 | 441,888 | (9,987,984) | | Net Loss | (11,744,834) | 897,114 | 441,888 | (10,405,832) | | Basic and Diluted Net Loss Per Share/ADS (RMB) | (5.56) | 0.41 | 0.20 | (4.81) | [H1 2024 Non-GAAP Reconciliation](index=20&type=section&id=H1%202024%20Non-GAAP%20Reconciliation) In H1 2024, adjusted operating loss and net loss narrowed compared to GAAP losses, with basic and diluted net loss per share adjusted from RMB 5.07 to RMB 4.60 H1 2024 Non-GAAP Reconciliation (RMB thousands) | Metric (RMB thousands) | GAAP | Share-based Compensation | Adjusted (Non-GAAP) | | :--- | :--- | :--- | :--- | | Operating Loss | (10,603,371) | 792,164 | (9,811,207) | | Net Loss | (10,230,560) | 792,164 | (9,438,396) | | Basic and Diluted Net Loss Per Share/ADS (RMB) | (5.07) | 0.39 | (4.60) | [Exchange Rate Information](index=10&type=section&id=Exchange%20Rate%20Information) All RMB to USD conversions in this announcement are made at an exchange rate of RMB 7.1636 to USD 1.00, which is the noon buying rate on June 30, 2025, as reported by the Federal Reserve Board's H.10 statistical release - All conversions from RMB to USD in this announcement are made at an exchange rate of **RMB 7.1636 to USD 1.00**[33](index=33&type=chunk) - This exchange rate is the noon buying rate on **June 30, 2025**, as set forth in the H.10 statistical release of the Federal Reserve Board[33](index=33&type=chunk) [Investor and Media Contacts](index=10&type=section&id=Investor%20and%20Media%20Contacts) This section provides contact information for investor relations and media relations, including email addresses and a link to the company's investor relations website - Investor Relations contact email: **ir@nio.com**[35](index=35&type=chunk) - Media Relations contact email: **global.press@nio.com**[35](index=35&type=chunk) - For more information, visit: **http://ir.nio.com**[34](index=34&type=chunk) [Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the company's unaudited condensed consolidated financial statements, including the balance sheet and comprehensive loss statement, for the periods ended June 30, 2025 [Condensed Consolidated Balance Sheets](index=11&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, the company's total assets were RMB 100.046 billion, a decrease from year-end 2024, with reduced current assets and slightly increased non-current assets, while total liabilities slightly decreased, current liabilities still exceeded current assets, and shareholders' equity remained negative Condensed Consolidated Balance Sheets (RMB thousands) | Metric (RMB thousands) | As of December 31, 2024 | As of June 30, 2025 | Change | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Total Current Assets | 61,886,043 | 52,507,971 | (9,378,072) | | Total Non-Current Assets | 45,718,569 | 47,537,874 | 1,819,305 | | **Total Assets** | **107,604,612** | **100,045,845** | **(7,558,767)** | | **Liabilities** | | | | | Total Current Liabilities | 62,311,024 | 62,281,587 | (29,437) | | Total Non-Current Liabilities | 31,787,045 | 31,148,294 | (638,751) | | **Total Liabilities** | **94,098,069** | **93,429,881** | **(668,188)** | | Total Mezzanine Equity | 7,441,997 | 7,734,861 | 292,864 | | Total Shareholders' Equity/(Deficit) | 6,064,546 | (1,118,897) | (7,183,443) | - As of June 30, 2025, cash and cash equivalents were **RMB 7,111,459 thousands**, a significant decrease from **RMB 19,328,920 thousands** as of December 31, 2024[36](index=36&type=chunk) - As of June 30, 2025, NIO Group's shareholders' equity was a **deficit of RMB 1,118,897 thousands**[38](index=38&type=chunk) [Condensed Consolidated Statements of Comprehensive Loss](index=14&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Q2 2025 total revenue increased by 9.0% year-over-year, with gross profit up 12.4%, while operating and net losses significantly narrowed quarter-over-quarter, and basic and diluted net loss per share was RMB 2.31; for H1 2025, total revenue grew 13.5% and gross profit 29.4%, but operating and net losses expanded For the Three Months Ended June 30, 2025 (RMB thousands): | Metric | Q2 2025 | Q2 2024 | Q1 2025 | | :--- | :--- | :--- | :--- | | Total Revenue | 19,008,665 | 17,445,968 | 12,034,729 | | Total Cost of Sales | (17,111,142) | (15,757,253) | (11,115,175) | | Gross Profit | 1,897,523 | 1,688,715 | 919,554 | | Operating Loss | (4,908,858) | (5,209,298) | (6,418,128) | | Net Loss | (4,994,801) | (5,045,983) | (6,750,033) | | Net Loss Attributable to NIO Ordinary Shareholders | (5,141,307) | (5,126,370) | (6,891,061) | | Basic and Diluted Net Loss Per Share (RMB) | (2.31) | (2.50) | (3.29) | For the Six Months Ended June 30, 2025 (RMB thousands): | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Total Revenue | 31,043,394 | 27,354,604 | | Total Cost of Sales | (28,226,317) | (25,178,158) | | Gross Profit | 2,817,077 | 2,176,446 | | Operating Loss | (11,326,986) | (10,603,371) | | Net Loss | (11,744,834) | (10,230,560) | | Net Loss Attributable to NIO Ordinary Shareholders | (12,032,368) | (10,384,288) | | Basic and Diluted Net Loss Per Share (RMB) | (5.56) | (5.07) | - Total other comprehensive income for Q2 2025 was **RMB 184,568 thousands**, primarily from foreign currency translation adjustments[40](index=40&type=chunk) [Reconciliation Between US GAAP and IFRS](index=21&type=section&id=Reconciliation%20Between%20US%20GAAP%20and%20IFRS) This section provides a reconciliation statement between US GAAP and IFRS, detailing significant differences in financial data preparation for the company as a secondary listing issuer on the HKEX [Reconciliation Overview](index=21&type=section&id=Reconciliation%20Overview) As a secondary listing issuer on the HKEX, NIO is required to provide a reconciliation statement between US GAAP and IFRS to reflect significant differences in financial data preparation under the two accounting standards - As a secondary listing issuer on the Hong Kong Stock Exchange, the company is required to include a reconciliation statement in its annual financial statements for the first full financial year commencing on or after January 1, 2022, and in all subsequent financial statements[49](index=49&type=chunk) - PricewaterhouseCoopers, the company's Hong Kong auditor, has performed a limited assurance engagement on the reconciliation statement[49](index=49&type=chunk) - The reconciliation statement aims to illustrate the impact of significant differences between the group's unaudited interim condensed consolidated financial information prepared under U.S. GAAP and IFRS accounting standards[50](index=50&type=chunk) [Condensed Consolidated Statements of Comprehensive Loss Reconciliation](index=22&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss%20Reconciliation) For H1 2025, net loss under US GAAP was RMB 11.745 billion, adjusted to RMB 11.587 billion under IFRS; for H1 2024, US GAAP net loss was RMB 10.231 billion, adjusted to RMB 7.574 billion under IFRS, with key adjustments including share-based compensation, convertible bonds, interest expense, and accrued warranty For the Six Months Ended June 30, 2025 (RMB thousands): | Metric | US GAAP | Share-based Compensation | Convertible Bonds | Interest Expense | Leases | Accrued Warranty | IFRS | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cost of Sales | (28,226,317) | 10,547 | – | – | 82,627 | 10,372 | (28,122,771) | | Operating Loss | (11,326,986) | 524,671 | – | – | 279,541 | 10,372 | (10,512,402) | | Net Loss | (11,744,834) | 524,671 | (12,290) | (292,864) | (3,083) | (61,987) | (11,586,876) | For the Six Months Ended June 30, 2024 (RMB thousands): | Metric | US GAAP | Share-based Compensation | Convertible Bonds | Derivative Financial Instruments Call Spread Options | Leases | Accrued Warranty | IFRS | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cost of Sales | (25,178,158) | 15,686 | – | – | 85,798 | 126,786 | (24,949,888) | | Operating Loss | (10,603,371) | 348,812 | – | – | 210,702 | 126,786 | (9,917,071) | | Net Loss | (10,230,560) | 348,812 | 2,531,375 | (49,838) | (89,060) | 53,241 | (7,574,096) | - IFRS adjustments led to a significant reduction in H1 2024 net loss, primarily due to the fair value changes of convertible bonds[54](index=54&type=chunk) [Condensed Consolidated Balance Sheets Reconciliation](index=26&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20Reconciliation) As of June 30, 2025, total assets under US GAAP were RMB 100.046 billion, adjusted to RMB 100.116 billion under IFRS; shareholders' equity shifted from a deficit under US GAAP to a positive value under IFRS, mainly due to adjustments for convertible bonds, redeemable non-controlling interests, and accumulated deficit As of June 30, 2025 (RMB thousands): | Metric | US GAAP | Convertible Bonds | Redeemable Non-Controlling Interests | Leases | Accrued Warranty | IFRS | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 100,045,845 | – | 500,000 | (429,495) | – | 100,116,350 | | Total Liabilities | 93,429,881 | (2,078,740) | 8,234,861 | – | (638,775) | 98,947,227 | | Total Shareholders' Equity | (1,118,897) | 2,078,740 | – | (429,495) | 638,775 | 1,169,123 | As of December 31, 2024 (RMB thousands): | Metric | US GAAP | Convertible Bonds | Redeemable Non-Controlling Interests | Leases | Accrued Warranty | IFRS | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 107,604,612 | – | 500,000 | (426,412) | – | 107,678,200 | | Total Liabilities | 94,098,069 | (2,002,800) | 7,941,997 | – | (700,762) | 99,336,504 | | Total Shareholders' Equity | 6,064,546 | 2,002,800 | – | (426,412) | 700,762 | 8,341,696 | - Under IFRS, redeemable non-controlling interests are reclassified as financial liabilities, leading to an increase in liabilities, with corresponding adjustments made to accumulated deficit and capital reserve[58](index=58&type=chunk)[60](index=60&type=chunk) [Explanation of Reconciliation Adjustments](index=28&type=section&id=Explanation%20of%20Reconciliation%20Adjustments) This section details the accounting treatment differences between US GAAP and IFRS for items such as share-based compensation, convertible bonds, derivative financial instruments, redeemable non-controlling interests, available-for-sale debt securities, equity securities, leases, accrued warranty, and software, which necessitate financial statement adjustments - Share-based compensation: US GAAP allows for the use of the straight-line method for expense recognition, while IFRS requires a graded vesting method[63](index=63&type=chunk) - Convertible bonds: US GAAP measures at amortized cost, while IFRS designates them as fair value through profit or loss[64](index=64&type=chunk) - Redeemable non-controlling interests: US GAAP classifies as mezzanine equity, while IFRS initially recognizes them as financial liabilities at the present value of the redemption amount[66](index=66&type=chunk) - Leases: US GAAP recognizes operating lease expenses on a straight-line basis, while IFRS depreciates right-of-use assets typically on a straight-line basis and measures lease liability interest expense using the effective interest method[69](index=69&type=chunk) - Accrued warranty: US GAAP allows for not discounting provisions, while IFRS measures at the present value of expected cash flows and recognizes interest expense[70](index=70&type=chunk) - Software: US GAAP records software within property, plant and equipment, while IFRS presents it under the intangible assets category[71](index=71&type=chunk) [Appendix: Corporate Governance and Shareholder Protection](index=31&type=section&id=Appendix%3A%20Corporate%20Governance%20and%20Shareholder%20Protection) This appendix covers the company's weighted voting rights structure, the role of its Nomination and ESG Committee, and specific shareholder protection mechanisms during its Hong Kong listing period [Weighted Voting Rights Structure](index=31&type=section&id=Weighted%20Voting%20Rights%20Structure) NIO Group employs a weighted voting rights structure where founder Mr. William Li holds voting control through Class C ordinary shares (8 votes per share), despite not having a majority economic interest; this structure aims to support long-term strategy, but investors should be aware of potential risks, including misaligned interests between WVR beneficiaries and overall shareholders - The company is controlled by a weighted voting rights structure, where Class A ordinary shareholders have one vote per share, and Class C ordinary shareholders have **eight votes per share**[72](index=72&type=chunk) - Founder Mr. William Li exercises voting control over the company through Originalwish Limited, mobike Global Ltd., and NIO Users Limited, which hold Class C ordinary shares[72](index=72&type=chunk) - As of June 30, 2025, Mr. William Li collectively held **16,971,207 Class A ordinary shares** and **148,500,000 Class C ordinary shares**, representing approximately **36.6% of the voting rights** for shareholder resolutions, excluding certain reserved matters[73](index=73&type=chunk) - Class C ordinary shareholders may convert their Class C ordinary shares into Class A ordinary shares at a **one-to-one ratio**[75](index=75&type=chunk) - Weighted voting rights terminate under specific circumstances, such as the death of the WVR beneficiary, their cessation as a board member, or the transfer of beneficial ownership of Class C ordinary shares[78](index=78&type=chunk) [Nomination and ESG Committee](index=33&type=section&id=Nomination%20and%20ESG%20Committee) NIO has established a Nomination and ESG Committee, composed entirely of independent directors, responsible for overseeing corporate governance policies, managing conflicts of interest, reviewing board structure and member selection, providing training, and reporting regularly to ensure company operations align with the best interests of all shareholders - The company has established a Nomination and ESG Committee in compliance with HKEX Listing Rules 8A.27, 8A.28, and 8A.30, with all members being independent directors (Ms. Long Yu, Mr. Li Tingbin, and Mr. Wu Hai), and Ms. Long Yu serving as Chair[80](index=80&type=chunk) - The committee's responsibilities include reviewing and overseeing corporate governance policies and practices, managing conflicts of interest with WVR beneficiaries, reviewing director and senior management training, and identifying and interviewing board candidates[80](index=80&type=chunk)[82](index=82&type=chunk) - The Nomination and ESG Committee has confirmed to the Board that it believes the company has implemented sufficient corporate governance measures to manage potential conflicts of interest and ensure that the company's operations and management are consistently in the best interests of all shareholders[81](index=81&type=chunk) [Shareholder Protection During HK Listing Period](index=35&type=section&id=Shareholder%20Protection%20During%20HK%20Listing%20Period) During the "Relevant Period" of its secondary listing on the HKEX, the company is subject to certain restrictions and shareholder protection provisions under Chapter 8A of the HKEX Listing Rules; after this period, some protections will no longer apply, the NIO User Trust will gain director nomination rights, and the Board will be authorized to approve share splits or issue new share classes with enhanced voting rights, requiring investors to note potential risks - During the 'Relevant Period' of its secondary listing on the Hong Kong Stock Exchange, the company may only have one class of shares with enhanced or weighted voting rights, and the proportion of Class C ordinary shares to total issued shares cannot be further increased[85](index=85&type=chunk) - After the Relevant Period, HKEX Listing Rules 8A.07, 8A.09, and other provisions will no longer apply, and the NIO User Trust will have the right to nominate one director to the Board[84](index=84&type=chunk) - After the Relevant Period, the company's directors will also have the right, among other things, to authorize share splits or designate new classes of shares with enhanced voting rights or issue preferred shares[84](index=84&type=chunk) - Investors are urged to note the potential risks associated with a possible change in listing venue, for example, if the company's shares are no longer traded on the Hong Kong Stock Exchange, investors may lose the shareholder protection mechanisms provided under the relevant HKEX Listing Rules[84](index=84&type=chunk) - Scenarios in which the company may cease to be secondarily listed on the Hong Kong Stock Exchange include voluntary delisting, a majority of trading shifting to the Hong Kong Stock Exchange market, primary conversion, overseas delisting, or delisting by the Hong Kong Stock Exchange/SFC[86](index=86&type=chunk)[87](index=87&type=chunk)

[Company Information](index=3&type=section&id=Company%20Information) [Board of Directors and Governance Structure](index=3&type=section&id=Board%20of%20Directors%20and%20Governance%20Structure) This section details the company's board members, key officers, and committee compositions, along with essential corporate information like auditors and principal bankers - The Board of Directors includes Mr. Lin Gang and Ms. Chen Yanling as executive directors, Mr. Chen Hongbing (resigned) as a non-executive director, and Mr. Liang Chuangshun, Ms. Luo Ying, and Mr. Feng Zheng as independent non-executive directors[3](index=3&type=chunk) - The company has Audit, Remuneration, Nomination, and Environmental, Social and Governance Committees to strengthen corporate governance[3](index=3&type=chunk) - The company's auditor is Deloitte Touche Tohmatsu, and principal bankers include China Merchants Bank and The Hongkong and Shanghai Banking Corporation[3](index=3&type=chunk) [Contact and Listing Information](index=3&type=section&id=Contact%20and%20Listing%20Information) This section provides the company's main contact addresses in China and Hong Kong, share registrar details, and its stock codes and official website for Hong Kong and Singapore listings - The company's headquarters and principal place of business in Hong Kong are located in King's Road, North Point, Hong Kong, with the main contact address in China located in Nanshan District, Shenzhen, Guangdong Province[3](index=3&type=chunk)[4](index=4&type=chunk) - The company's shares are listed on the Hong Kong Stock Exchange (stock code: **867**) and the Singapore Exchange (stock code: **8A8**)[5](index=5&type=chunk) [Financial Highlights](index=4&type=section&id=Financial%20Highlights) [Interim Financial Performance Overview](index=4&type=section&id=Interim%20Financial%20Performance%20Overview) CMS Pharmaceutical achieved year-on-year growth in revenue and profit for the period in the first half of 2025, with basic earnings per share and interim dividends also increasing, indicating a return to an upward trend in operating performance 2025 H1 Key Financial Data | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | YoY Growth (%) | | :--- | :--- | :--- | :--- | | Revenue | 4,002.0 | 3,611.1 | 10.8% | | Revenue calculated based on pharmaceutical sales income | 4,669.6 | 4,287.5 | 8.9% | | Gross Profit | 2,891.9 | 2,696.5 | 7.2% | | Gross Profit calculated based on pharmaceutical sales income | 2,881.7 | 2,686.9 | 7.2% | | Profit for the Period | 931.5 | 903.4 | 3.1% | | Basic Earnings Per Share (RMB) | 0.3892 | 0.3734 | 4.2% | | Bank Balances and Cash (as of June 30) | 3,454.1 | N/A | N/A | | Bank Acceptance Bills readily convertible to cash (as of June 30) | 178.6 | N/A | N/A | | Interim Dividend Per Share (RMB) | 0.1555 | 0.1507 | 3.2% | [Business Highlights](index=5&type=section&id=Business%20Highlights) [2025 H1 Business Highlights](index=5&type=section&id=2025%20H1%20Business%20Highlights) CMS Pharmaceutical's operating performance continued to rise in the first half of 2025, primarily due to the fading negative impact of national procurement products and strong growth in exclusive/branded and innovative products, with significant progress in innovation, specialized focus, and industrial internationalization - Operating performance returned to an upward trend, with continuous sales growth of key exclusive/branded and innovative products, accounting for **62.1%** of total revenue (calculated based on pharmaceutical sales income) (56.1% in the same period last year)[7](index=7&type=chunk) - Continuous innovation achievements: **5** approved innovative drugs accelerated commercialization, **3** NDAs under review, **2** self-developed product IND applications approved, **1** consumer healthcare product approved, **2** new co-developed innovative products added, and approximately **20** self-developed projects progressing smoothly[7](index=7&type=chunk)[8](index=8&type=chunk)[9](index=9&type=chunk)[10](index=10&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk) - Focus on specialized fields, especially the dermatology health track, where 'Dermira Pharmaceuticals' has grown into a leading innovative pharmaceutical company in China and is proposed for a separate listing on the Main Board of the Hong Kong Stock Exchange[7](index=7&type=chunk) - The industrial internationalization strategy reached a significant milestone with a secondary listing on the SGX in July 2025, positioning Singapore as an international hub to facilitate the development of the entire 'R&D-Production-Sales' ecosystem[7](index=7&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) [Company Overview](index=7&type=section&id=Company%20Overview) CMS Pharmaceutical is an open platform enterprise connecting pharmaceutical innovation with commercialization, managing the entire product lifecycle, and committed to providing competitive products and services to meet unmet medical needs, driven by a "collaborative R&D + independent R&D" dual-engine approach and an active industrial internationalization strategy - The company is positioned as an open platform enterprise connecting pharmaceutical innovation with commercialization and managing the entire product lifecycle[14](index=14&type=chunk) - Adopting a "collaborative R&D + independent R&D" dual-engine model, focusing on FIC and BIC innovative products, and has expanded to approximately **40** differentiated innovative pipelines[14](index=14&type=chunk) - Focusing on specialized fields such as cardiovascular, digestive, ophthalmology, and dermatology health, with the dermatology health business proposed for separate listing[14](index=14&type=chunk) - Actively promoting the "industrial internationalization" strategy, with Singapore as a hub to deeply cultivate emerging markets such as Southeast Asia and the Middle East, and has completed its secondary listing in Singapore[15](index=15&type=chunk) [Business Review](index=7&type=section&id=Business%20Review) In the first half of 2025, China's pharmaceutical industry developed steadily under policy reforms and innovation, with CMS Pharmaceutical achieving transformation and upgrading through "product innovation, commercial reform, and international expansion" strategies, leading to increased revenue and profit, an expanding innovative product portfolio, and successful advancements in business spin-offs and secondary listings - China's pharmaceutical industry is steadily advancing along a path of high-quality development, driven by deepening policy reforms and innovation, with optimized medical insurance payment reforms, more refined and scientific national procurement, and a harvest period for innovative drugs[16](index=16&type=chunk) - Since 2018, CMS Pharmaceutical has outlined a "New CMS" transformation blueprint, driven by three major strategies: "product innovation, commercial reform, and international expansion," upgrading from "China's largest CSO" to a "full-chain innovative pharmaceutical enterprise"[16](index=16&type=chunk) 2025 H1 Core Financial Performance | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | YoY Growth (%) | | :--- | :--- | :--- | :--- | | Revenue | 4,002.0 | 3,611.1 | 10.8% | | Revenue calculated based on pharmaceutical sales income | 4,669.6 | 4,287.5 | 8.9% | | Profit for the Period | 931.5 | 903.4 | 3.1% | - New innovative products ZUNVEYL and MG-K10, consumer healthcare product Lizhenran® approved for market, and commercialization of already listed innovative drugs progressing steadily[18](index=18&type=chunk) - Dermatology health business "Dermira Pharmaceuticals" is proposed for a separate listing on the Main Board of the Hong Kong Stock Exchange, and the group successfully completed its secondary listing on the SGX in July 2025, accelerating the "industrial internationalization" strategy[18](index=18&type=chunk) [I. Innovation Engine Driving High-Quality Growth](index=8&type=section&id=I.%20Innovation%20Engine%20Driving%20High-Quality%20Growth) CMS Pharmaceutical continuously expands its high-value pipeline through a three-dimensional innovation mechanism of "license-in + strategic cooperation + independent R&D," having established approximately 40 differentiated innovative pipeline products, with 5 innovative drugs already approved and commercialized in China, and multiple products under NDA review or clinical development, laying the foundation for the company's medium-to-long-term growth - The company relies on a three-dimensional innovation mechanism of "overseas licensing + domestic cooperation + independent R&D" to continuously inject high-value pipelines, covering the entire lifecycle management system from "target discovery - clinical development - registration and listing - commercialization"[20](index=20&type=chunk) - As of the end of the reporting period, approximately **40** differentiated innovative pipeline products have been established, of which **5** innovative drugs (Yilvqu, Weifurui, Meitaitong, Weituke, Laifulan) have been approved and commercialized in China[21](index=21&type=chunk) - **2** innovative drugs (Dexidustat Tablets, Ruxolitinib Cream - vitiligo indication) are under China NDA review, approximately **10** projects are about to start/are progressing with registrational RCT clinical trials, and approximately **20** self-developed projects are steadily advancing[21](index=21&type=chunk) [1. CMS Pharmaceutical Innovative Products](index=9&type=section&id=1.%20CMS%20Pharmaceutical%20Innovative%20Products) CMS Pharmaceutical has multiple listed and pipeline innovative products in cardiovascular, digestive, and other fields, with listed products demonstrating excellent clinical value and market potential, and pipeline products progressing smoothly in clinical trials, continuously expanding the innovative pipeline - Weifurui (Sucroferric Oxyhydroxide Chewable Tablets): China's first iron-based, non-calcium phosphate binder, effectively reducing phosphorus and improving patient nutritional status, included in National Medical Insurance Class B[22](index=22&type=chunk) - Meitaitong (Methotrexate Injection): China's first subcutaneous pre-filled MTX injection for psoriasis and RA, RA indication approved in China, significantly more effective than oral tablets, included in National Medical Insurance Class A[23](index=23&type=chunk)[24](index=24&type=chunk) - Weituke (Diazepam Nasal Spray): China's first diazepam nasal spray for acute treatment of epileptic seizures, proposed for expansion to children aged 2 and above and adults, included in National Medical Insurance Class B[25](index=25&type=chunk) - Laifulan (Methylene Blue Enteric-Coated Sustained-Release Tablets): China's first methylene blue enteric-coated sustained-release tablets, significantly improving colonoscopy lesion detection rate, promoting multi-channel access and academic promotion[26](index=26&type=chunk) - Dexidustat Tablets: Innovative oral HIF-PHI for anemia treatment in non-dialysis CKD patients, China NDA under CDE review, positive Phase III clinical trial results[27](index=27&type=chunk)[28](index=28&type=chunk) - Y-3 Injection: The world's only non-peptide PSD95/nNOS uncoupler entering clinical research, expected to be the first dual-function neuroprotective drug for ischemic stroke and prevention of post-stroke depression and anxiety, China Phase III completed[29](index=29&type=chunk)[30](index=30&type=chunk) - ABP-671: Urate transporter 1 (URAT1) inhibitor for gout and hyperuricemia, China Phase IIb/III clinical trials progressing, Phase IIa clinical trials showed good efficacy and safety[31](index=31&type=chunk)[32](index=32&type=chunk) - Self-developed pipeline includes CMS-D002 Capsules (GnRH receptor antagonist), CMS-D005 Injection (GLP-1R/GCGR dual agonist), and CMS-D003 Capsules (cardiac myosin inhibitor), all in Phase I clinical or IND approved stages[33](index=33&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) - Added ZUNVEYL (Benzogallamine Gluconate Enteric-Coated Tablets) and MG-K10 (Anti-IL-4Rα Humanized Monoclonal Antibody Injection) to the innovative pipeline, ZUNVEYL China NDA accepted, MG-K10 asthma indication China Phase III clinical trial and seasonal allergic rhinitis indication China Phase II clinical trial progressing orderly[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) [2. Dermira Pharmaceuticals Innovative Products](index=13&type=section&id=2.%20Dermira%20Pharmaceuticals%20Innovative%20Products) Dermira Pharmaceuticals, as an innovative pharmaceutical company in the dermatology health field, has launched Yilvqu and has multiple innovative drugs under NDA review or clinical development, such as Ruxolitinib Cream, Povorcitinib, and self-developed CMS-D001 Tablets, while MG-K10 in collaboration with Maiji Bio is progressing smoothly in clinical trials, continuously expanding the dermatology health innovative pipeline - Yilvqu (Tiragolumab Injection): Specific anti-IL-23 p19 subunit monoclonal antibody, only **4** doses per year for psoriasis maintenance, excellent efficacy and good safety, recommended by multiple domestic and international guidelines[41](index=41&type=chunk)[42](index=42&type=chunk) - Ruxolitinib Cream: The first and only topical JAK inhibitor for non-segmental vitiligo repigmentation approved by US FDA and European EMA, China NDA under CDE review, and pilot programs in Hainan Boao Lecheng and Greater Bay Area[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) - Ruxolitinib Cream for atopic dermatitis (AD) China Phase III bridging trial is progressing, overseas studies show good efficacy and safety[46](index=46&type=chunk) - Povorcitinib: Selective small molecule oral JAK1 inhibitor, non-segmental vitiligo and hidradenitis suppurativa (HS) indications China IND applications accepted, overseas Phase III clinical trials progressing smoothly[47](index=47&type=chunk)[48](index=48&type=chunk) - Self-developed CMS-D001 Tablets (highly selective TYK2 inhibitor) AD indication China IND application approved, psoriasis Phase I clinical research progressing[49](index=49&type=chunk) - MG-K10 (atopic dermatitis, prurigo nodularis, etc. indications): The world's only long-acting anti-IL-4Rα monoclonal antibody entering pivotal clinical stage, adult AD China Phase III clinical trial completed 16-week treatment, prurigo nodularis indication China Phase III clinical trial enrollment progressing steadily[50](index=50&type=chunk)[51](index=51&type=chunk) [3. Innovative Pipeline List](index=16&type=section&id=3.%20Innovative%20Pipeline%20List) This section provides a detailed list of innovative pipelines for CMS Pharmaceutical and its Dermira Pharmaceuticals, including listed/under review products and products in development, covering multiple indication areas, with rights regions and clinical development stages marked - Innovative pipeline covers products already listed or under review for listing, such as Diazepam Nasal Spray, Tiragolumab Injection, Methotrexate Injection, Methylene Blue Enteric-Coated Sustained-Release Tablets, Ruxolitinib Cream, Dexidustat Tablets, ZUNVEYL, etc[52](index=52&type=chunk) - Products in development include SDN-037, PDP-716, CF101, Povorcitinib, CF102, XF-73, Y-3 Injection, ABP-671, Anti-IL-4Rα Humanized Monoclonal Antibody Injection (MG-K10), Anti-VEGFA+ANG2 Tetravalent Bispecific Antibody, TYK2 Inhibitor (CMS-D001), GnRH Receptor Antagonist (CMS-D002), GLP-1R/GCGR Dual Agonist (CMS-D005), Cardiac Myosin Inhibitor (CMS-D003), and approximately **15** self-researched innovative drugs[54](index=54&type=chunk) - Product rights regions include China, overseas, global, designated Asian regions, and mainland China, Hong Kong, Macau, Taiwan, etc., with some products already approved for listing in Macau and Hong Kong[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) [II. Commercialization System](index=18&type=section&id=II.%20Commercialization%20System) CMS Pharmaceutical adheres to product academic and medical differentiation advantages to meet unmet treatment needs, driving the commercialization of innovative drugs and key exclusive/branded drugs through post-marketing clinical studies and academic platform building with medical evidence, having built an "in-hospital + out-of-hospital" full-channel and "online + offline" omni-channel marketing system, and actively deploying consumer healthcare products, with a promotion network covering over 50,000 hospitals and medical institutions and approximately 300,000 retail pharmacies in China - The company releases the commercial value of innovative drugs and key exclusive/branded drugs through post-marketing clinical studies (including RWS) and academic platform building, driven by medical evidence[56](index=56&type=chunk) - Building an "in-hospital + out-of-hospital" full-channel development model, an "online + offline" omni-channel marketing system, and a diversified "consumer healthcare" product portfolio strategy[56](index=56&type=chunk) - Promotion network covers over **50,000** hospitals and medical institutions and approximately **300,000** terminal retail pharmacies in China[57](index=57&type=chunk) [1. List of Products on Sale](index=18&type=section&id=1.%20List%20of%20Products%20on%20Sale) CMS Pharmaceutical's main products on sale cover cardiovascular, digestive, dermatology health, ophthalmology, and other fields, all possessing unique product advantages and market positions - Cardiovascular-related disease line products include Weifurui (innovative drug), Weituke (innovative drug), Xin Huosu, Bo Yiding, Dailixin, covering indications such as chronic kidney disease, epilepsy, acute decompensated heart failure, hypertension and stable angina pectoris, mild to moderate depression and anxiety[58](index=58&type=chunk) - Digestive/autoimmune-related disease line products include Meitaitong (innovative drug), Laifulan (innovative drug), Yousifu, Shaerfu, Yihuo, Kangbishen, Xidini, covering indications such as psoriasis, rheumatoid arthritis, colorectal lesion visualization, gallbladder cholesterol stones, ulcerative colitis, diarrhea and intestinal flora imbalance, indigestion, functional dyspepsia[59](index=59&type=chunk) - Dermatology-related products include Yilvqu (innovative drug), Xiliaotuo, Anshuxi, covering indications such as plaque psoriasis, blunt trauma, superficial phlebitis, varicose veins[60](index=60&type=chunk) - Dermatological skincare products include Xiliaotuo® Azelaic Acid product series and Heling Soothing product series, used for acne care and moisturizing and soothing sensitive skin[60](index=60&type=chunk) - Ophthalmology disease line products include Stulon Eye Drops, EyeOP1 Glaucoma Treatment Instrument, used for visual fatigue, fundus macular degeneration, glaucoma[60](index=60&type=chunk) - Other major products include Yigaining (pain caused by osteoporosis) and Vmonalisa (injectable modified sodium hyaluronate gel)[60](index=60&type=chunk) [III. Dermatology Health Business (Proposed Spin-off for Separate Listing on the Stock Exchange)](index=21&type=section&id=III.%20Dermatology%20Health%20Business%20(Proposed%20Spin-off%20for%20Separate%20Listing%20on%20the%20Stock%20Exchange)) Dermira Pharmaceuticals, as a leading innovative pharmaceutical enterprise in China's dermatology health sector, has achieved dual leadership in the breadth of dermatology disease indications covered and the scale of dermatology prescription drug revenue, with the company proposing a separate listing on the Main Board of the Stock Exchange via introduction and in-specie distribution to unleash its high-growth potential and independent value, possessing a comprehensive and differentiated product portfolio, a diverse and efficient R&D engine, and industry-leading commercialization capabilities - Dermira Pharmaceuticals has grown into a leading innovative pharmaceutical enterprise in China's dermatology health sector, achieving dual leadership in "breadth of dermatology disease indications covered" and "scale of dermatology prescription drug revenue"[61](index=61&type=chunk) - The company proposes to spin off Dermira Pharmaceuticals for a separate listing on the Main Board of the Stock Exchange via introduction and in-specie distribution, to fully unleash its high-growth potential and independent value[61](index=61&type=chunk) 2025 H1 Revenue Contribution by Product Line | Product Line | Revenue (RMB millions) | YoY Growth (%) | % of Total Revenue | | :--- | :--- | :--- | :--- | | Cardiovascular-related Disease Line | 2,215.8 | 0.6% | 47.5% | | Digestive/Autoimmune-related Disease Line | 1,411.1 | 4.9% | 30.2% | | **Dermatology Health Line (Dermira Pharmaceuticals)** | **498.0** | **104.3%** | **10.7%** | | Ophthalmology Disease Line | 358.1 | 17.7% | 7.7% | | Other Products | 186.6 | -2.3% | 3.9% | [1. Comprehensive and Differentiated Product Portfolio, Deeply Cultivating Dermatology Disease Field](index=21&type=section&id=1.%20Comprehensive%20and%20Differentiated%20Product%20Portfolio%2C%20Deeply%20Cultivating%20Dermatology%20Disease%20Field) Dermira Pharmaceuticals focuses on major dermatological diseases, deploying dermatology prescription drugs with different mechanisms of action and treatment methods, and extending to dermatological skincare products, providing comprehensive solutions from treatment to care, with a product portfolio covering major dermatological diseases - Dermira Pharmaceuticals' product portfolio extends from the "treatment" field to the "care" field of dermatology health, creating a product cluster of dermatology prescription drugs and dermatological skincare products[62](index=62&type=chunk) - Three listed products (Yilvqu, Xiliaotuo, Anshuxi), four clinical-stage pipeline products (Ruxolitinib Cream, MG-K10, Povorcitinib, CMS-D001), and multiple preclinical candidate products have been established[64](index=64&type=chunk) - In the dermatological skincare product field, Heling Soothing series products and Xiliaotuo® Azelaic Acid acne treatment product series have been launched[64](index=64&type=chunk) - The product pipeline covers major dermatological disease treatment areas such as psoriasis, atopic dermatitis, vitiligo, superficial phlebitis, varicose veins, prurigo nodularis, hidradenitis suppurativa, chronic spontaneous urticaria, and acne vulgaris[65](index=65&type=chunk) [2. Diverse and Efficient R&D Engine, Accelerating Innovation Process](index=22&type=section&id=2.%20Diverse%20and%20Efficient%20R%26D%20Engine%2C%20Accelerating%20Innovation%20Process) Dermira Pharmaceuticals adopts a dual-pronged R&D model of collaborative R&D and independent R&D to efficiently discover FIC and BIC products, advancing clinical development of MG-K10 for dermatological indications and independently developing the highly selective TYK2 inhibitor CMS-D001 Tablets, demonstrating strong clinical development and registration capabilities - Dermira Pharmaceuticals adopts a dual-pronged R&D model of collaborative R&D and independent R&D to efficiently discover FIC and BIC products[66](index=66&type=chunk) - Collaborating with Maiji Bio to advance the clinical development of the long-acting anti-IL-4Rα monoclonal antibody MG-K10 for dermatological indications in China, with the atopic dermatitis indication China Phase III clinical trial having completed 16 weeks of treatment[66](index=66&type=chunk) - Self-developed innovative drug, the highly selective TYK2 inhibitor CMS-D001 Tablets, is undergoing Phase I clinical trials in China and received new IND approval for atopic dermatitis in July 2025[67](index=67&type=chunk) [3. Industry-Leading Commercialization Capabilities, Building a Foundation for Scaled Sales](index=23&type=section&id=3.%20Industry-Leading%20Commercialization%20Capabilities%2C%20Building%20a%20Foundation%20for%20Scaled%20Sales) Dermira Pharmaceuticals possesses an industry-leading dermatology specialist sales and academic promotion team, with a sales network covering mainstream in-hospital and out-of-hospital channels, leading the industry in both hospital dermatology department coverage and commercialization team size in China, continuously enhancing brand influence, market penetration, and multi-dimensional growth momentum through medical-driven promotion, post-marketing studies, RWS, new retail, and new media operations - Dermira Pharmaceuticals has an industry-leading dermatology specialist sales and academic promotion team, with a sales network covering mainstream in-hospital and out-of-hospital channels[68](index=68&type=chunk) - Through academic promotion, post-marketing studies, and RWS, accumulating evidence-based medicine to promote product inclusion in clinical guidelines and expert consensuses, Yilvqu, Xiliaotuo, and Ruxolitinib Cream have been recommended by multiple authoritative international guidelines[68](index=68&type=chunk) - Actively exploring innovation in the "new retail" model for pharmaceuticals, strengthening coverage of offline pharmacies and e-commerce channels, improving "new media" operational capabilities, and opening up multi-dimensional growth drivers[68](index=68&type=chunk) [IV. Ophthalmology Business](index=23&type=section&id=IV.%20Ophthalmology%20Business) CMS Weisheng, as an independently operated specialized business company of the Group, focuses on the development and commercialization of ophthalmic drugs and medical devices, while also expanding into the ENT field, aiming to build a "leading ophthalmic pharmaceutical enterprise in China," continuously enriching patient treatment options through diversified solutions combining drugs and devices, and actively introducing innovative pipelines and collaborations - CMS Weisheng focuses on the development and commercialization of ophthalmic drugs and medical devices, while actively expanding into the ENT field, aiming to build a "leading ophthalmic pharmaceutical enterprise in China"[69](index=69&type=chunk) - Through diversified solutions combining drugs and devices, covering ophthalmic diseases such as visual fatigue, glaucoma, fundus neovascular diseases, and rhinitis indications[69](index=69&type=chunk) - Introduced Class 1 new drug Anti-IL-4Rα Humanized Monoclonal Antibody Injection MG-K10 (seasonal allergic rhinitis indication), and established ophthalmic collaboration with Jingze Bio, an innovation-driven biopharmaceutical company[69](index=69&type=chunk)[70](index=70&type=chunk) [1. Main Products on Sale](index=24&type=section&id=1.%20Main%20Products%20on%20Sale) CMS Weisheng offers two core products: the exclusive drug Stulon Eye Drops, a representative professional anti-visual fatigue drug and a choice for treating fundus macular degeneration, whose active ingredient has been included in multiple authoritative guidelines; and the innovative medical device EyeOP1 Glaucoma Treatment Instrument, which applies high-intensity focused ultrasound technology to provide a scalpel-free, minimally invasive, and precisely focused glaucoma treatment solution - Exclusive drug Stulon Eye Drops: A representative professional anti-visual fatigue drug, a safe and convenient choice for treating fundus macular degeneration, with its active ingredient, Aescin, included in multiple authoritative guidelines[71](index=71&type=chunk) - Innovative medical device EyeOP1 Glaucoma Treatment Instrument: Applies high-intensity focused ultrasound technology, featuring scalpel-free, minimally invasive, precise focusing, and convenient operation, providing a safe and effective innovative treatment solution for glaucoma patients[71](index=71&type=chunk) [2. Main Products in Development](index=24&type=section&id=2.%20Main%20Products%20in%20Development) CMS Weisheng has added the pipeline product Anti-IL-4Rα Humanized Monoclonal Antibody Injection MG-K10, which will be developed for the treatment of seasonal allergic rhinitis, and is expected to be the first long-acting anti-IL-4Rα monoclonal antibody launched in China, with its seasonal allergic rhinitis indication China Phase II clinical trial progressing orderly - Added pipeline product Anti-IL-4Rα Humanized Monoclonal Antibody Injection MG-K10, which will be developed for the treatment of seasonal allergic rhinitis[72](index=72&type=chunk) - MG-K10 can simultaneously block IL-4 and IL-13 signal transduction, with Fc mutation effectively extending its half-life, expected to be the first long-acting (once every four weeks injection) anti-IL-4Rα monoclonal antibody launched in China[72](index=72&type=chunk) - The product's seasonal allergic rhinitis indication China Phase II clinical trial is progressing orderly[72](index=72&type=chunk) [V. International Business](index=24&type=section&id=V.%20International%20Business) CMS Pharmaceutical successfully completed its secondary listing on the SGX in July 2025, marking a new stage in its "industrial internationalization" strategy, positioning Singapore as its business hub for emerging markets in Asia Pacific, building a business company covering the entire "R&D, production, sales" ecosystem, aiming to capture growth dividends in emerging markets and achieve a multi-regional growth pattern, with Rxilient as a commercialization platform actively introducing products and promoting registration and listing, while PharmaGend as a production platform possesses high-standard pharmaceutical manufacturing capabilities - The Group successfully completed its secondary listing on the SGX on July 15, 2025, which will enhance global visibility and market position, build an Asia-Pacific synergistic platform, and close the loop of the "R&D-Production-Sales" "industrial internationalization" development value chain[73](index=73&type=chunk) - Pharmaceutical demand in emerging markets such as Southeast Asia and the Middle East is accelerating, and CMS Pharmaceutical is extending its differentiated product resources and commercialization capabilities from the Chinese market to these markets[74](index=74&type=chunk) - Since launching the "industrial internationalization" strategy in 2022, with Singapore as a hub, the company has established an R&D system "CMS R&D," a production system "PharmaGend," and a commercialization system "Rxilient"[74](index=74&type=chunk) [1. Internationalization of Commercialization System](index=25&type=section&id=1.%20Internationalization%20of%20Commercialization%20System) Rxilient, as CMS Pharmaceutical's international commercialization platform, is headquartered in Singapore for emerging markets and has established subsidiaries or offices in multiple Asian countries, having obtained exclusive rights for the improved new drug ZUNVEYL in Asia, submitted registration applications for Tiragolumab Injection in Taiwan, successfully included Sucroferric Oxyhydroxide Chewable Tablets in the Hong Kong Hospital Authority Drug Formulary, and approved Ruxolitinib Cream for listing in Macau and Hong Kong - Rxilient is a platform for drug introduction, development, marketing, and promotion, headquartered in Singapore for emerging markets, and has established subsidiaries or offices in Hong Kong, Taiwan, Malaysia, Vietnam, Philippines, Indonesia, Thailand, and UAE[75](index=75&type=chunk) - Newly obtained exclusive rights for the improved new drug ZUNVEYL in Asia (excluding mainland China, Japan, and the Middle East) and submitted registration applications for Tiragolumab Injection in Taiwan[75](index=75&type=chunk) - Sucroferric Oxyhydroxide Chewable Tablets were successfully included in the "Special Drugs" category of the Hong Kong Hospital Authority Drug Formulary[75](index=75&type=chunk) - As of the end of the reporting period, Rxilient has submitted nearly **20** drug and medical device listing applications in Southeast Asia, the Middle East, Hong Kong, Macau, and Taiwan, with Ruxolitinib Cream already approved for listing in Macau and Hong Kong[76](index=76&type=chunk) [2. Internationalization of Production System](index=25&type=section&id=2.%20Internationalization%20of%20Production%20System) PharmaGend, an associate company of the Group, is an international one-stop pharmaceutical CDMO platform based in Singapore, with the Group holding a 45.0% equity interest, possessing a 30,000 square meter production facility with an annual capacity of 1 billion oral solid dosage units, having obtained Singapore HSA drug manufacturing license, US FDA cGMP certification, and passed Swiss QP audit, demonstrating high-standard pharmaceutical manufacturing capabilities for global output, while capacity expansion is progressing smoothly - PharmaGend is an associate company of the Group, an international one-stop pharmaceutical CDMO platform based in Singapore, with the Group holding a **45.0%** equity interest[77](index=77&type=chunk) - Possesses a **30,000** square meter production facility with an annual capacity of **1 billion** oral solid dosage units, has obtained Singapore HSA drug manufacturing license, US FDA cGMP certification, and passed Swiss QP audit[77](index=77&type=chunk) - Possesses high-standard pharmaceutical manufacturing capabilities for global output, with capacity expansion (including new production lines for nasal sprays, creams, and injections, and a packaging center) progressing smoothly[77](index=77&type=chunk) [Future Development](index=26&type=section&id=Future%20Development) CMS Pharmaceutical will adhere to its "New CMS, New Rise" development strategy, focusing on "product innovation, commercial reform, and international expansion" three core strategies, continuously expanding its product pipeline with a three-dimensional innovation system, deeply cultivating advantageous specialized fields and empowering independent development, while proactively observing changes in payment and consumer behavior to accelerate the layout of the consumer healthcare market, and driving innovation with a China-Singapore dual-hub to achieve global allocation of industrial resources and build a replicable, scalable, and sustainable closed-loop development for an international pharmaceutical enterprise - Adhere to the "New CMS, New Rise" development strategy, focusing on "product innovation, commercial reform, and international expansion" three core strategies[78](index=78&type=chunk) - Expand product pipeline with a "license-in + strategic cooperation + independent R&D" three-dimensional innovation system, focusing on unmet clinical needs to create a more competitive and accessible product portfolio[78](index=78&type=chunk) - Adhere to a specialized focus strategy, deeply cultivating advantageous specialized fields such as cardiovascular, central nervous system, digestive, dermatology health, and ophthalmology, and empowering independent development of specialized businesses like dermatology health and ophthalmology[78](index=78&type=chunk) - Accelerate the layout of the consumer healthcare market, expanding diversified models such as new retail and new media, building an omni-channel commercial ecosystem integrating in-hospital and out-of-hospital, and online and offline interactions[78](index=78&type=chunk) - In terms of international expansion, drive innovation with a China-Singapore dual-hub, achieve global allocation of industrial resources, and build a replicable, scalable, and sustainable closed-loop development for an international pharmaceutical enterprise[78](index=78&type=chunk) [Financial Review](index=26&type=section&id=Financial%20Review) This section provides a detailed review of CMS Pharmaceutical's financial performance in the first half of 2025, with both revenue and profit for the period increasing, but gross profit margin slightly declining due to lower prices of national procurement products, while sales expenses decreased as a percentage of revenue, administrative and R&D expenses increased, and finance costs and income tax expenses decreased, with liquidity remaining strong and the debt-to-asset ratio remaining low 2025 H1 Revenue Performance | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | YoY Growth (%) | | :--- | :--- | :--- | :--- | | Revenue | 4,002.0 | 3,611.1 | 10.8% | | Revenue calculated based on pharmaceutical sales income | 4,669.6 | 4,287.5 | 8.9% | 2025 H1 Gross Profit and Gross Margin Performance | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | YoY Growth (%) | Gross Margin (2025) | Gross Margin (2024) | Change (percentage points) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Gross Profit | 2,891.9 | 2,696.5 | 7.2% | 72.3% | 74.7% | -2.4 | | Gross Profit calculated based on pharmaceutical sales income | 2,881.7 | 2,686.9 | 7.2% | 61.7% | 62.7% | -1.0 | 2025 H1 Expense Performance | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | YoY Growth (%) | % of Revenue (2025) | % of Revenue (2024) | Change (percentage points) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Selling Expenses | 1,424.5 | 1,400.5 | 1.7% | 35.6% | 38.8% | -3.2 | | Administrative Expenses | 430.8 | 361.5 | 19.2% | 10.8% | 10.0% | +0.8 | | Total R&D Expenditure | 571.4 | 622.2 | -8.2% | 14.3% | 17.2% | -2.9 | | R&D Expenses | 202.5 | 105.6 | 91.8% | 5.1% | 2.9% | +2.2 | | Expenditure on Equity Investments in R&D Companies | 143.76 | 60.033 | 139.4% | N/A | N/A | N/A | | Expenditure on Acquisition and Development of Product Rights | 225.113 | 456.605 | -50.7% | N/A | N/A | N/A | | Other Income | 79.2 | 144.5 | -45.2% | N/A | N/A | N/A | | Other Gains and Losses | 76.7 | -24.7 | 410.4% | N/A | N/A | N/A | | Share of Profits of Associates/Joint Ventures | 165.4 | 209.3 | -21.0% | N/A | N/A | N/A | | Finance Costs | 11.3 | 21.6 | -47.9% | N/A | N/A | N/A | | Income Tax Expense | 212.6 | 232.9 | -8.8% | N/A | N/A | N/A | | Profit for the Period | 931.5 | 903.4 | 3.1% | N/A | N/A | N/A | 2025 H1 Asset Turnover | Indicator | June 30, 2025 (RMB millions) | Dec 31, 2024 (RMB millions) | Change (%) | Turnover Days (2025) | Turnover Days (2024) | Change (Days) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Inventories | 792.0 | 768.1 | 3.1% | 129 | 128 | +1 | | Trade Receivables | 1,442.1 | 1,222.5 | 18.0% | 79 | 80 | -1 | | Trade Payables | 137.3 | 142.4 | -3.6% | 23 | 32 | -9 | - As of June 30, 2025, bank balances and cash amounted to **RMB 3,454.1 million**, and bank borrowings were **RMB 715.0 million**, with a weighted average annual interest rate of approximately **2.3%** (3.3% in the same period last year)[96](index=96&type=chunk) - The debt-to-asset ratio was approximately **3.8%** (December 31, 2024: 4.6%), indicating good liquidity[96](index=96&type=chunk) - The Group is primarily exposed to currency risks in USD, EUR, and HKD, and closely monitors exchange rate and interest rate movements[97](index=97&type=chunk)[98](index=98&type=chunk) - As of June 30, 2025, the Group had no pledged assets or significant contingent liabilities, nor any acquisitions or disposals of significant subsidiaries, associates, or joint ventures[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) [Other Information](index=31&type=section&id=Other%20Information) [Equity and Dividend Policy](index=31&type=section&id=Equity%20and%20Dividend%20Policy) The company has a share award scheme but no share option scheme, with the Board resolving to declare an interim dividend of RMB 0.1555 per share and announcing the record date and suspension of share registration for dividend distribution, additionally disclosing the share interests of directors, chief executive, and substantial shareholders in the company and its associated corporations - The CMS Share Award Scheme was approved on January 17, 2024, but there was no share option scheme as of the end of the reporting period[102](index=102&type=chunk)[103](index=103&type=chunk) - The Board resolved to declare an interim dividend of **RMB 0.1555** per share for the six months ended June 30, 2025 (a year-on-year increase of **3.2%**)[6](index=6&type=chunk)[104](index=104&type=chunk) - To determine eligibility for the interim dividend, share registration in Hong Kong and Singapore will be suspended on September 2, 2025[105](index=105&type=chunk)[106](index=106&type=chunk) Directors' and Chief Executive's Shareholdings (as of June 30, 2025) | Director Name | Nature of Interest | Class and Total Number of Shares/Related Shares (L) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lin Gang | Controlled Corporation Interest | 1,167,564,000 | 47.86% | | Mr. Chen Hongbing | Beneficial Owner | 17,038,225 | 0.70% | | Mr. Chen Hongbing | Controlled Corporation Interest | 50,225,000 | 2.06% | | Ms. Chen Yanling | Beneficial Owner | 7,246,250 | 0.30% | - As of the end of the reporting period, no director or their spouse/minor children were granted rights to acquire benefits by purchasing shares or debentures of the company[110](index=110&type=chunk) - As of June 30, 2025, save as disclosed, no other substantial shareholders held interests or short positions required to be disclosed[111](index=111&type=chunk) - During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities[113](index=113&type=chunk) [Human Resources and Corporate Governance](index=33&type=section&id=Human%20Resources%20and%20Corporate%20Governance) As of June 30, 2025, the Group had approximately 6,095 employees, offering competitive compensation packages and continuous training, with the company's Audit Committee having reviewed and recommended the interim results announcement, and the company complying with the Corporate Governance Code, with all directors participating in continuous professional development and complying with securities dealing guidelines - As of June 30, 2025, the Group had approximately **6,095** employees, offering competitive compensation packages (including equity incentives) and continuous education and training[114](index=114&type=chunk) - The Audit Committee, composed of three independent non-executive directors, reviewed and recommended this interim results announcement and interim report[115](index=115&type=chunk) - Changes in directors' information: Ms. Luo Ying resigned from her position as Investment Director of GL China Equity HK Management Limited, and Mr. Chen Hongbing resigned from his position as non-executive director[116](index=116&type=chunk)[117](index=117&type=chunk) - The company complies with the Corporate Governance Code, except that the roles of Chairman and Chief Executive Officer are held by Mr. Lin Gang, with clearly defined responsibilities[118](index=118&type=chunk) - The company has adopted the "Written Guidelines for Securities Transactions by Directors and Relevant Employees," and all directors complied during the reporting period[119](index=119&type=chunk) - This interim report will be sent to shareholders and published on the HKEX, SGX, and the company's website[120](index=120&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=35&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This statement presents CMS Pharmaceutical's condensed consolidated profit or loss and other comprehensive income for the six months ended June 30, 2025, including revenue, gross profit, various expenses, share of profits of associates/joint ventures, profit before tax, income tax expense, and profit for the period, as well as other comprehensive income items - Revenue was **RMB 4,001,980 thousand**, and profit for the period was **RMB 931,493 thousand**[122](index=122&type=chunk) - Profit for the period attributable to owners of the company was **RMB 941,178 thousand**, and basic earnings per share was **RMB 0.3892**[122](index=122&type=chunk) [Condensed Consolidated Statement of Financial Position](index=36&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This statement presents CMS Pharmaceutical's condensed consolidated financial position as of June 30, 2025, including non-current assets, current assets, current liabilities, net current assets, total assets less current liabilities, share capital and reserves, non-controlling interests, and non-current liabilities - As of June 30, 2025, total non-current assets were **RMB 9,647,634 thousand**, and total current assets were **RMB 9,289,450 thousand**[123](index=123&type=chunk) - Equity attributable to owners of the company was **RMB 17,018,951 thousand**, and total assets less current liabilities was **RMB 17,328,848 thousand**[123](index=123&type=chunk)[124](index=124&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=38&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement presents CMS Pharmaceutical's condensed consolidated changes in equity for the six months ended June 30, 2025, including opening balances, profit/loss for the period, other comprehensive income/expense, share-based payments, capital contributions from non-controlling interests, dividends paid, proposed dividends, and transfers to reserves for share capital, share premium, capital reserve, general reserve, exchange reserve, revaluation reserve, retained earnings, dividend reserve, treasury shares, and non-controlling interests - As of June 30, 2025, equity attributable to owners of the company was **RMB 17,018,951 thousand**, and non-controlling interests were **RMB 146,766 thousand**[125](index=125&type=chunk) - Total comprehensive income for the period was **RMB 954,654 thousand**, and dividends paid were **RMB 284,167 thousand**[125](index=125&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=39&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This statement presents CMS Pharmaceutical's condensed consolidated cash flows for the six months ended June 30, 2025, including net cash from operating, investing, and financing activities, as well as opening and closing balances of cash and cash equivalents - Net cash generated from operating activities was **RMB 556,838 thousand** (2024 same period: RMB 872,866 thousand)[127](index=127&type=chunk) - Net cash used in investing activities was **RMB 457,637 thousand** (2024 same period: RMB 633,719 thousand)[127](index=127&type=chunk) - Net cash used in financing activities was **RMB 355,953 thousand** (2024 same period: RMB 633,922 thousand)[127](index=127&type=chunk) - Cash and cash equivalents at the end of the period (i.e., bank balances and cash) amounted to **RMB 3,454,072 thousand**[127](index=127&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=40&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [1. Basis of Preparation](index=40&type=section&id=1.%20Basis%20of%20Preparation) These condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and the relevant disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited - These condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and the HKEX Listing Rules[128](index=128&type=chunk) [2. Principal Accounting Policies](index=40&type=section&id=2.%20Principal%20Accounting%20Policies) These condensed consolidated financial statements are primarily prepared on a historical cost basis, except for certain financial instruments measured at fair value, with the amendments to International Financial Reporting Standards adopted for the first time in this reporting period having no significant impact on the amounts presented or their disclosures - These condensed consolidated financial statements are primarily prepared on a historical cost basis, with some financial instruments measured at fair value[129](index=129&type=chunk) - The amendments to International Financial Reporting Standards adopted for the first time had no significant impact on these condensed consolidated financial statements[129](index=129&type=chunk) [3. Revenue and Segment Information](index=40&type=section&id=3.%20Revenue%20and%20Segment%20Information) The Group's revenue primarily derives from the sale of pharmaceutical products to distributors and the provision of promotion services, with customers mainly located in mainland China, and during the reporting period, the Group reorganized its internal reporting structure, changing its reportable operating segments from a single segment to two segments: Integrated Pharmaceutical Portfolio ("Integrated Line") and Dermatology-related Business ("Dermatology Health Line"), and restated prior period segment disclosures - Revenue primarily includes the sale of pharmaceutical products to distributors and the provision of promotion services to certain pharmaceutical manufacturers[130](index=130&type=chunk)[131](index=131&type=chunk) 2025 H1 Revenue Analysis | Revenue Source | 2025 H1 (RMB thousands) | 2024 H1 (RMB thousands) | | :--- | :--- | :--- | | Sales of pharmaceutical products | 3,088,802 | 2,685,638 | | Promotion income | 913,178 | 925,431 | | **Total Revenue** | **4,001,980** | **3,611,069** | - The Group reorganized its internal reporting structure, changing its reportable operating segments to (i) Integrated Pharmaceutical Portfolio ("Integrated Line") and (ii) Dermatology-related Business ("Dermatology Health Line")[134](index=134&type=chunk) 2025 H1 Segment Revenue and Results Analysis | Indicator | Integrated Line (RMB thousands) | Dermatology Health Line (RMB thousands) | Eliminations (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | External Revenue | 3,528,576 | 473,404 | - | 4,001,980 | | Inter-segment Revenue | 18,953 | 24,624 | (43,577) | - | | Revenue | 3,547,529 | 498,028 | (43,577) | 4,001,980 | | Gross Profit | 2,621,852 | 307,728 | (37,668) | 2,891,912 | | Profit (Loss) for the Period | 982,033 | (31,080) | (19,460) | 931,493 | June 30, 2025 Segment Assets and Liabilities Analysis | Indicator | Integrated Line (RMB thousands) | Dermatology Health Line (RMB thousands) | Eliminations (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Segment Assets | 19,151,409 | 2,710,323 | (2,924,648) | 18,937,084 | | Segment Liabilities | 1,667,412 | 112,842 | (8,887) | 1,771,367 | [4. Income Tax Expense](index=42&type=section&id=4.%20Income%20Tax%20Expense) The Group's income tax expense for the first half of 2025 decreased by 8.8% year-on-year to RMB 212,552 thousand, primarily due to the payment of withholding income tax on internal dividend distribution in the same period last year 2025 H1 Income Tax Expense | Tax Category | 2025 H1 (RMB thousands) | 2024 H1 (RMB thousands) | | :--- | :--- | :--- | | Current tax | 193,500 | 236,439 | | Deferred tax | 19,052 | (3,505) | | **Income Tax Expense for the Period** | **212,552** | **232,934** | - Income tax expense decreased by **8.8%** year-on-year, primarily due to the payment of withholding income tax on internal dividend distribution by the Group in the same period last year[91](index=91&type=chunk) [5. Profit for the Period](index=43&type=section&id=5.%20Profit%20for%20the%20Period) The Group's profit for the period in the first half of 2025 increased by 3.1% year-on-year to RMB 931,493 thousand, primarily due to revenue growth and increased equity investment income, with the calculation of profit for the period considering various debits and credits - Profit for the period increased by **3.1%** year-on-year to **RMB 931,493 thousand**, primarily due to revenue growth and increased equity investment income[92](index=92&type=chunk)[122](index=122&type=chunk) 2025 H1 Major Debits and Credits in Profit for the Period Calculation | Item | 2025 H1 (RMB thousands) | 2024 H1 (RMB thousands) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 23,713 | 23,330 | | Amortization of intangible assets | 97,751 | 90,733 | | Cost of inventories recognized as expense | 1,008,582 | 820,236 | | Equity-settled share-based payment expenses | 27,310 | - | | Interest income | (47,841) | (67,066) | | Net exchange (gains) losses | (16,771) | 2,584 | [6. Dividends](index=43&type=section&id=6.%20Dividends) During the reporting period, the company declared and paid a final dividend for the year ended December 31, 2024, totaling RMB 284,167 thousand, and subsequent to the reporting period, the directors resolved to pay an interim dividend of RMB 0.1555 per share, totaling RMB 376,388 thousand - During the reporting period, a final dividend of **RMB 0.1174** per share for the year ended December 31, 2024, totaling **RMB 284,167 thousand**, was paid[139](index=139&type=chunk) - Subsequent to the reporting period, the directors resolved to pay an interim dividend of **RMB 0.1555** per share, totaling **RMB 376,388 thousand** (2024 same period: RMB 0.1507 per share, totaling RMB 364,171 thousand)[139](index=139&type=chunk) [7. Earnings Per Share](index=43&type=section&id=7.%20Earnings%20Per%20Share) Basic earnings per share attributable to owners of the company are calculated by dividing the profit for the period attributable to owners of the company by the weighted average number of ordinary shares outstanding, with basic earnings per share for the six months ended June 30, 2025, being RMB 0.3892, and no diluted earnings per share presented due to the absence of potential ordinary shares outstanding 2025 H1 Basic Earnings Per Share Calculation | Indicator | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Earnings used to calculate basic earnings per share (RMB thousands) | 941,178 | 910,426 | | Weighted average number of ordinary shares | 2,418,526,188 | 2,438,355,600 | | **Basic Earnings Per Share (RMB)** | **0.3892** | **0.3734** | - Diluted earnings per share are not presented as there were no potential ordinary shares outstanding[140](index=140&type=chunk) [8. Changes in Property, Plant and Equipment](index=44&type=section&id=8.%20Changes%20in%20Property%2C%20Plant%20and%20Equipment) During the reporting period, the Group spent RMB 7,298 thousand on the purchase of property, plant and equipment to enhance manufacturing and management efficiency - During the reporting period, the Group spent **RMB 7,298 thousand** on the purchase of property, plant and equipment (2024 same period: RMB 4,329 thousand)[141](index=141&type=chunk) [9. Interests in Associates](index=44&type=section&id=9.%20Interests%20in%20Associates) As of June 30, 2025, the Group's total interests in associates amounted to RMB 3,584,523 thousand, primarily including investments in Tibet Pharmaceutical, Shenzhen Kangmai Biotechnology Co., Ltd., Eye Tech Care ("ETC"), PharmaGend Global Medical Services Pte. Ltd, and Higend Sciences Limited, with the fair value of Tibet Pharmaceutical determined by its market quotation June 30, 2025 Interests in Associates | Item | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Investment cost in associates | 2,909,252 | 2,783,585 | | Impairment loss on interests in associates | (100,000) | (100,000) | | Share of post-acquisition profits and other comprehensive income, net of dividends received | 725,973 | 682,399 | | Exchange adjustments | 49,298 | 23,843 | | **Total** | **3,584,523** | **3,389,827** | - Key associates include Tibet Pharmaceutical (**37.36%** equity interest), Shenzhen Kangmai Biotechnology Co., Ltd. (**50.00%** equity interest), Eye Tech Care ("ETC") (**36.17%** equity interest), PharmaGend Global Medical Services Pte. Ltd (**45.00%** equity interest), and Higend Sciences Limited (**50.00%** equity interest)[143](index=143&type=chunk) - The fair value of Tibet Pharmaceutical is determined by its market quotation on the Shanghai Stock Exchange, classified as Level 1 input as defined by IFRS 13[144](index=144&type=chunk) [10. Trade and Other Receivables and Prepayments](index=45&type=section&id=10.%20Trade%20and%20Other%20Receivables%20and%20Prepayments) As of June 30, 2025, the Group's total trade and other receivables and prepayments amounted to RMB 2,048,718 thousand, of which trade receivables (net of allowance for credit losses) were RMB 1,442,124 thousand, an 18.0% year-on-year increase, with the credit period generally ranging from 0 to 90 days, and all bills receivable due within six months after the end of the reporting period June 30, 2025 Trade and Other Receivables and Prepayments | Item | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables (net) | 1,442,124 | 1,222,479 | | Bills receivable | 178,560 | 198,805 | | Prepayments for purchases | 260,315 | 204,617 | | Other receivables and deposits | 167,719 | 154,582 | | **Total** | **2,048,718** | **1,780,483** | - Trade receivables (net of allowance for credit losses) increased by **18.0%** year-on-year, with an average trade receivables turnover period of **79 days**, a decrease of **1 day** compared to the same period last year[94](index=94&type=chunk)[145](index=145&type=chunk) - The Group generally grants credit periods of **0 to 90 days** to trade customers, with some customers extending up to four months[145](index=145&type=chunk) [11. Amounts Due from Associates](index=45&type=section&id=11.%20Amounts%20Due%20from%20Associates) As of June 30, 2025, amounts due from associates include RMB 30,000 thousand for non-trade exclusive distribution rights deposits (paid to Tibet Pharmaceutical) and RMB 475,014 thousand for trade-related promotion income receivables (due from Tibet Pharmaceutical and ETC), with a credit period of 90 days for trade-related amounts - Approximately **RMB 30,000 thousand** is non-trade in nature, representing exclusive distribution rights deposits paid to Tibet Pharmaceutical[146](index=146&type=chunk) - Approximately **RMB 475,014 thousand** is trade in nature, representing promotion income receivables from Tibet Pharmaceutical and ETC, with a credit period of **90 days**[146](index=146&type=chunk) [12. Trade and Other Payables](index=46&type=section&id=12.%20Trade%20and%20Other%20Payables) As of June 30, 2025, the Group's total trade and other payables amounted to RMB 638,720 thousand, of which trade payables were RMB 137,316 thousand, a 3.6% year-on-year decrease, with the average trade payables turnover period being 23 days, a decrease of 9 days compared to the same period last year, primarily reflecting differences in settlement timing with suppliers June 30, 2025 Trade and Other Payables | Item | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade payables | 137,316 | 142,432 | | Accrued salaries and welfare | 243,965 | 214,922 | | Other taxes payable | 47,870 | 27,416 | | Accrued promotion expenses | 118,655 | 26,315 | | Accrued expenses | 66,703 | 61,232 | | Other payables | 24,211 | 12,480 | | **Total** | **638,720** | **484,797** | - Trade payables decreased by **3.6%** year-on-year, with an average trade payables turnover period of **23 days**, a decrease of **9 days** compared to the same period last year[95](index=95&type=chunk)[147](index=147&type=chunk) - The credit period for goods purchased ranges from **0 to 120 days**[147](index=147&type=chunk) [13. Bank Borrowings](index=46&type=section&id=13.%20Bank%20Borrowings) As of June 30, 2025, the Group's bank borrowings amounted to RMB 715,000 thousand, all of which are unsecured current liabilities, with bank borrowings decreasing by RMB 116,300 thousand during the reporting period, and the weighted average annual interest rate decreasing to approximately 2.3% June 30, 2025 Bank Borrowings | Item | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank loans | 715,000 | 831,300 | | **Total** | **715,000** | **831,300** | | Unsecured | 715,000 | 831,300 | | Classified as current liabilities | 715,000 | 831,300 | - Bank borrowings decreased by **RMB 116,300 thousand** during the reporting period, with a weighted average annual interest rate of approximately **2.3%** (2024 same period: 3.3%)[148](index=148&type=chunk) [14. Share Capital](index=47&type=section&id=14.%20Share%20Capital) As of June 30, 2025, the company's authorized share capital was 20,000,000 thousand shares, and issued and fully paid share capital was 2,439,529 thousand shares, amounting to RMB 83,564 thousand, with the company granting 3,973,400 shares to employees on March 28, 2025, with a fair value of RMB 27,310 thousand, which was recognized in profit or loss and offset against the cost of treasury shares June 30, 2025 Share Capital Structure | Item | Number of Shares (thousands) | Amount (RMB thousands) | | :--- | :--- | :--- | | Authorized share capital | 20,000,000 | 765,218 | | Issued and fully paid share capital | 2,439,529 | 83,564 | - On March 28, 2025, the company granted **3,973,400** shares to employees, with a fair value of **RMB 27,310 thousand**, recognized in profit or loss and offset against the cost of treasury shares[149](index=149&type=chunk) [15. Fair Value Measurement of Financial Instruments](index=47&type=section&id=15.%20Fair%20Value%20Measurement%20of%20Financial%20Instruments) Certain financial assets and liabilities of the Group are measured at fair value and categorized into Level 1 to 3 based on the observability of the inputs used in fair value measurement, with listed equity securities being Level 1, while unlisted equity investments and some financial assets at fair value through profit or loss are Level 3 or Level 2, valued using market approach or recent transaction approach, and the carrying amounts of financial assets and liabilities measured at amortized cost approximate their fair values - Fair value measurement of financial instruments is categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[150](index=150&type=chunk) June 30, 2025 Fair Value Measurement of Financial Instruments | Financial Instrument | Fair Value (June 30, 2025, RMB thousands) | Level | Valuation Technique and Key Parameters | | :--- | :--- | :--- | :--- | | Equity instruments at fair value through other comprehensive income - listed | 0 | Level 1 | Quoted prices in active markets | | Equity instruments at fair value through other comprehensive income - unlisted | 130,416 | Level 3 | Market approach, using market multiples | | Financial assets at fair value through profit or loss - listed | 1,442 | Level 1 | Quoted prices in active markets | | Financial assets at fair value through profit or loss - capital funds | 1,067,968 | Level 3 | Direct comparison - reference to recent transaction prices of underlying investments | | Financial assets at fair value through profit or loss - unlisted | 1,254,932 | Level 2 | Recent transaction approach, quoted prices in inactive markets | | Financial assets at fair value through profit or loss - unlisted | 189,761 | Level 3 | Market approach, using market multiples | - The carrying amounts of financial assets and financial liabilities measured at amortized cost approximate their fair values[153](index=153&type=chunk) [16. Capital Commitments](index=49&type=section&id=16.%20Capital%20Commitments) As of June 30, 2025, the Group had capital expenditures totaling RMB 481,023 thousand contracted for the purchase of assets but not yet recognized in the condensed consolidated financial statements, primarily for financial assets at fair value through profit or loss and interests in associates June 30, 2025 Capital Commitments | Item | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Financial assets at fair value through profit or loss | 446,482 | 576,499 | | Interests in associates | 34,541 | 34,541 | | **Total** | **481,023** | **611,040** | [17. Related Party Transactions](index=50&type=section&id=17.%20Related%20Party%20Transactions) The Group engaged in multiple related party transactions, including promotion income with Tibet Pharmaceutical, goods purchases and promotion income with ETC, and service fees and royalty fees with Shenzhen Xuanguan Health Medical Internet Co., Ltd., Shenzhen Xuanguan Health Technology Co., Ltd., and A&B (HK) Company Limited, with the total remuneration of key management personnel also disclosed 2025 H1 Related Party Transactions | Related Company Name | Relationship | Nature of Transaction | 2025 H1 (RMB thousands) | 2024 H1 (RMB thousands) | | :--- | :--- |

[Announcement Overview](index=1&type=section&id=Announcement%20Overview) This section outlines the purpose and scope of the announcement, detailing the specific financial reports being clarified [Purpose and Scope of Announcement](index=1&type=section&id=Purpose%20and%20Scope%20of%20Announcement) This announcement clarifies specific financial data previously released by Fengzhan Holdings Limited in its 2025 interim results announcement, 2024 interim report, and 2024 annual report - This clarification announcement rectifies specific information in the company's previously issued 2025 interim results announcement, 2024 interim report, and 2024 annual report[2](index=2&type=chunk) - The clarified reports include the 2025 interim results announcement (August 28, 2025), the 2024 interim report (August 27, 2024), and the 2024 annual report (March 28, 2025)[2](index=2&type=chunk) [Financial Report Clarifications](index=1&type=section&id=Financial%20Report%20Clarifications) This section details the restatement of specific financial figures in the company's interim and annual cash flow statements [Clarifications Related to 2025 Interim Results Announcement and 2024 Interim Report](index=1&type=section&id=Clarifications%20Related%20to%202025%20Interim%20Results%20Announcement%20and%202024%20Interim%20Report) The company restated specific amounts for "advances to joint ventures" and "repayments from joint ventures" under financing activities in the condensed consolidated cash flow statement for the six months ended June 30, 2024 Restated Condensed Consolidated Cash Flow Statement for the Six Months Ended June 30, 2024 | Metric | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | | Advances to joint ventures | 36,135 | | Repayments from joint ventures | (11,456) | [Clarifications Related to 2024 Annual Report](index=2&type=section&id=Clarifications%20Related%20to%202024%20Annual%20Report) The company restated specific amounts for "advances to joint ventures" and "repayments from joint ventures" under financing activities in the consolidated cash flow statement for the year ended December 31, 2024 Restated Consolidated Cash Flow Statement for the Year Ended December 31, 2024 | Metric | Year Ended December 31, 2024 (HKD thousands) | | :--- | :--- | | Advances to joint ventures | 103,257 | | Repayments from joint ventures | (93,439) | [Impact of Clarifications and Board Information](index=2&type=section&id=Impact%20of%20Clarifications%20and%20Board%20Information) This section addresses the overall impact of the financial clarifications and provides information regarding the company's Board of Directors [Overall Impact of Clarifications](index=2&type=section&id=Overall%20Impact%20of%20Clarifications) The clarifications involve only specific reclassifications and do not affect the total net cash from financing activities for the relevant periods, with all other information remaining unchanged - All other information contained in the 2025 interim results announcement, 2024 interim report, and 2024 annual report remains unchanged, except for the aforementioned clarifications[5](index=5&type=chunk) - The clarifications do not impact the total net cash generated from financing activities for the six months ended June 30, 2024, or the year ended December 31, 2024[5](index=5&type=chunk) [Board of Directors Information](index=2&type=section&id=Board%20of%20Directors%20Information) The announcement concludes by listing the names and positions of the Chairman and Chief Executive Officer and other board members - The Chairman and Chief Executive Officer of the Board is Mr Wu Kin Siu[6](index=6&type=chunk) - Board members include Executive Director Mr Wu Kin Siu, and Independent Non-executive Directors Mr Siu Wai Lam, Ms Ng Chung Chi, and Mr Wong Chun Wah[6](index=6&type=chunk)

中期報告 2025 公司資料 董事會 執行董事 張序安先生 （主席兼首席執行官） 曾令祺先生 （副主席） 姜東先生 （聯席總裁） 非執行董事 曾偉業先生 （於2025年5月13日獲委任） 謝晴華先生 （於2025年5月12日退任） 朱芷欣女士 （於2025年5月12日退任） 獨立非執行董事 www.yixincars.com 目錄 103 釋義 2 公司資料 4 董事長致辭 6 管理層討論與分析 31 其他資料 54 中期財務資料審閱報告 55 中期簡明合併財務報表 環境、社會及管治委員會 張序安先生 （主席） 姜東先生 楊曉光先生 執行委員會 張序安先生 （主席） 姜東先生 楊曉光先生 袁天凡先生 郭淳浩先生 董莉女士 嚴志雄先生 審計委員會 郭淳浩先生 （主席） 袁天凡先生 董莉女士 嚴志雄先生 薪酬委員會 袁天凡先生 （主席） 張序安先生 董莉女士 提名委員會 張序安先生 （主席） 郭淳浩先生 董莉女士 有關中國法律： 漢坤律師事務所 中國北京市 東長安街1號 東方廣場 辦公樓C1座9層 有關開曼群島法律： 邁普達律師事務所（香港）有限法律責任合夥 香港灣仔 港灣道18號 中環廣場26樓 註冊辦事處 P ...

（於開曼群島註冊成 立的有限公司） 股份代號 : 00981 2025 * 僅供識別 中期報告 中華人民共和國上海市浦東新區張江路18號 郵政編碼：201203 電話 : + 86 (21) 3861 0000 網站 : www.smics.com 上海 . 北京 . 天津 . 深圳 . 中國台灣 . 日本 . 美洲 . 歐洲 中期報告 2025 目錄 第一節 釋義 2 第二節 公司簡介和主要財務指標 3 第三節 管理層討論與分析 6 第四節 公司治理、環境和社會 22 第五節 重要事項 28 第六節 股份變動及股東情況 37 第七節 財務報告 43 前瞻性陳述的風險聲明 本報告可能載有（除歷史數據外）前瞻性陳述 。該等前瞻性陳述乃根據中芯國際對未來事件或績效的現行假設 、 期望 、信念 、計劃 、目標及預測而作出 。中芯國際使用包括（但不限於）「相信」、「預期」、「打算」、「估計」、「預 計」、「預測」、「指標」、「展望」、「繼續」、「應該」、「或許」、「尋求」、「應當」、「計劃」、「可能」、「願景」、「目 標」、「旨在」、「渴望」、「目的」、「預定」、「前景」和其他類似的表述 ，以識別前瞻性陳述 。該等前 ...

無錫藥明康德新藥開發股份有限公司 WuXi AppTec Co., Ltd.* （於中華人民共和國註冊成立的股份有限公司） 股份代碼：2359 2025 中期報 告 無錫藥明康德新藥開發股份有限公司 WuXi AppTec Co., Ltd.* (A joint stock company incorporated in the People's Republic of China with limited liability) Stock Code : 2359 2025 INTERIM REPORT C M Y CM MY CY CMY K ai175642881316_WuXi AppTec IR2025 Cover V03A 15mm OP.pdf 1 29/8/2025 上午8:53 目錄 | 公司資料 | 2 | | --- | --- | | 財務摘要 | 5 | | 管理層討論與分析 | 6 | | 法定披露 | 37 | | 簡明綜合財務報表的審閱報告 | 67 | | 簡明綜合損益及其他全面收益表 | 68 | | 簡明綜合財務狀況表 | 71 | | 簡明綜合權益變動表 | 74 | | ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，對其準確性或完整性亦 不發表任何聲明，並明確表示概不就因本公佈全部或任何部分內容而產生或因倚賴該等內容而引致之任何 損失承擔任何責任。 SUNEVISION HOLDINGS LTD. 新意網集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：1686） 截至 2025 年 6 月 30 日止之全年業績公佈 - 1 - 主席報告書 財務摘要 （除特別註明外，均以百萬港元為單位） | | 截至 | 6 月 | 30 | 日止年度 | 2024 年 | 2025 年 | % 變動 | | --- | --- | --- | --- | --- | --- | --- | --- | | | 收入 | | | | 2,674 | 2,938 | +10% | | - | | | | —來自數據中心及資訊科技設施業務的收入 | 2,461 | 2,720 | +11% | | | | | | 稅息折舊及攤銷前利潤（EBITDA） | 1,849 | 2,128 | +15% | | | | 公司股東應佔溢利 | | | 907 | 979 ...

Company Information [Board Members](index=3&type=section&id=Board%20Members) The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, with Dr. Fung Kwok Lun as Chairman, Mr. Tang Tsz Kin as CEO, and Mr. Fung Yue Ming as Vice Chairman - Executive Directors include **Fung Yue Ming** (Vice Chairman) and **Tang Tsz Kin** (Chief Executive Officer)[5](index=5&type=chunk) - Non-executive Directors include **Dr. Fung Kwok Lun** (Chairman), **Yeung Lap Bun**, **Fung Wing Yee**, and **Lee Pui Ming**[5](index=5&type=chunk) - Independent Non-executive Directors include **Lo Kai Yiu**, **Liao Siu Tung**, and **Tsang Tiu Lung**[5](index=5&type=chunk) [Company Basic Information](index=3&type=section&id=Company%20Basic%20Information) The company is registered in the Cayman Islands, with its principal place of business in Hong Kong, PwC as auditor, and stock code 00831 - The company's registered office is in the Cayman Islands, with its head office and principal place of business in Fung Group Centre, Sha Tin, Hong Kong[5](index=5&type=chunk) - The auditor is **PricewaterhouseCoopers**, the principal share registrar is **Vistra (Cayman) Limited**, and the Hong Kong branch registrar is **Tricor Investor Services Limited**[6](index=6&type=chunk) - Principal bankers are **The Hongkong and Shanghai Banking Corporation Limited** and **Bank of China (Hong Kong) Limited**, with stock code **00831**[6](index=6&type=chunk) Summary [Financial Summary](index=5&type=section&id=Financial%20Summary) For the six months ended June 30, 2025, revenue decreased by 4.6% year-on-year, but core operating profit and profit attributable to company shareholders increased by 17.3% and 18.0% respectively, basic earnings per share grew by 18.8%, while interim dividend per share decreased by 50.0% Financial Summary for the Six Months Ended June 30 | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 688,139 | 721,654 | -4.6% | | Core Operating Profit | 20,425 | 17,419 | +17.3% | | Core Operating Profit (including interest expense on lease liabilities) | 17,365 | 13,598 | +27.7% | | Profit Attributable to Company Shareholders | 15,060 | 12,767 | +18.0% | | Basic Earnings Per Share (HK cents) | 1.9 | 1.6 | +18.8% | | Interim Dividend Per Share (HK cents) | 1.0 | 2.0 | -50.0% | [Operational Summary](index=5&type=section&id=Operational%20Summary) Despite challenging business conditions leading to a revenue decline, the company improved profitability through stringent cost control; the local retail market faces challenges in the second half, but competitor exits offer market share opportunities, and the company maintains a robust financial position with HK$167 million in net cash and no bank borrowings - The business environment remained challenging, with the Group's revenue decreasing by **4.6%**[8](index=8&type=chunk) - Stringent cost control offset the pressure from declining sales and gross margins, leading to improved profitability[8](index=8&type=chunk) - The local retail market continues to face challenges in the second half, but the exit of some competitors provides opportunities for the Group to capture more market share[8](index=8&type=chunk) - The Group maintained a **sound financial position** in the first half of 2025, with **net cash of HK$167 million** and **no bank borrowings**[8](index=8&type=chunk) [Number of Stores](index=6&type=section&id=Number%20of%20Stores) As of June 30, 2025, the Group's total number of stores was 155, a slight decrease from 157 as of December 31, 2024, primarily due to fewer Saint Honore Cake Shop branches in Hong Kong and Guangzhou Number of Stores | Store Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Saint Honore Cake Shop (Hong Kong) | 110 | 111 | | Saint Honore Cake Shop (Macau) | 14 | 14 | | Saint Honore Cake Shop (Guangzhou) | 3 | 4 | | Mon cher Cake Shop (Hong Kong) | 7 | 7 | | Zoff Optical (Hong Kong) | 16 | 16 | | Zoff Optical (Singapore) | 5 | 5 | | **Total Stores under Convenience Retail Asia** | **155** | **157** | Chairman's Statement [Market Environment and Strategy](index=7&type=section&id=Market%20Environment%20and%20Strategy) In the first half of 2025, the retail market was impacted by changes in travel and shopping patterns, macroeconomic uncertainties, and inflation concerns, yet the Group's core businesses outperformed the industry through product innovation, customer service, and digital marketing, while streamlining operations, focusing on high-margin products, and optimizing network and manpower allocation to offset cost pressures - The retail market faced headwinds, but core segments outperformed the industry, benefiting from **product innovation, customer service, and digital marketing**[11](index=11&type=chunk) - The Group adopted a **"front-shop, back-factory" model** to streamline operations, emphasized developing and selling **high-margin products**, and optimized its network and manpower allocation to offset rental and labor costs[11](index=11&type=chunk) - In response to the weak retail market, the Group made significant strategic adjustments to its **fast-growing "business-to-business" (B2B) segment**[11](index=11&type=chunk) [Local Retail Market Performance](index=7&type=section&id=Local%20Retail%20Market%20Performance) The Hong Kong retail market remained weak with subdued consumer sentiment and increased cross-border consumption, leading to declines in sales value and volume; despite a significant drop in bread and pastry sales, Saint Honore Cake Shop effectively controlled the decline in same-store sales, while Zoff Optical recorded year-on-year revenue growth, though its Singapore operations faced challenges, prompting the Group to continuously review store performance, adjust its network, and implement measures to reduce staff and supply chain costs - In the first six months of the year, general consumer sentiment was subdued, and increasing cross-border consumption by local residents, along with changing consumption patterns of mainland Chinese visitors, impacted the Hong Kong retail market[12](index=12&type=chunk) Changes in Hong Kong Retail Sales Value and Volume | Metric | Change (%) | | :--- | :--- | | Sales Value | -3.3% | | Sales Volume | -4.7% | | Sales Value of Bread, Pastry, Confectionery, and Biscuits | -13.7% | | Sales Volume of Bread, Pastry, Confectionery, and Biscuits | -16.4% | - **Saint Honore Cake Shop** effectively controlled the decline in same-store sales, maintaining its market share; **Zoff Optical** recorded year-on-year revenue growth, but its Singapore franchise business experienced a year-on-year decline in comparable same-store sales[12](index=12&type=chunk)[14](index=14&type=chunk) - The Group continues to seek effective operational methods to maintain profitability, reviewing store performance, adjusting its network, and implementing various measures to reduce staff costs and seek supply chain savings[14](index=14&type=chunk) [Outlook](index=8&type=section&id=Outlook) The Group maintains a cautiously optimistic outlook for the second half, anticipating growth from the Mid-Autumn Festival and Christmas peak seasons, while continuing to monitor economic trends, pragmatically expand its network, and seek cost-efficiency optimizations, leveraging its robust balance sheet to pursue organic growth or acquisitions of specialized brands to expand its business - The Group maintains a **cautiously optimistic outlook** for the second half, anticipating the traditional peak seasons of the Mid-Autumn Festival and Christmas holidays[15](index=15&type=chunk) - It will continue to closely monitor local and global economic trends, maintain a **pragmatic approach to further network expansion**, and review areas for enhancing cost efficiency[15](index=15&type=chunk) - A **strong balance sheet** and potential industry consolidation may present opportunities for the Group, which will seek **organic growth or acquisitions of specialized brands** that complement its brand portfolio to expand its business[15](index=15&type=chunk) CEO's Report [Overall Business Review](index=9&type=section&id=Overall%20Business%20Review) Despite an overall decline in the Hong Kong retail market, the Group successfully maintained its market share in the first half of 2025, with stable weekday business in the bakery segment, growth in new product categories, and continuous ascent in the B2B business, while Zoff Optical outperformed the industry, and the Group focused on excellent customer experience, innovative products, and talent development - In the first half of 2025, despite an overall decline in the Hong Kong retail market, the Group successfully **maintained its market share** and demonstrated **stable performance**[18](index=18&type=chunk) - The bakery segment's weekday business remained stable, new product categories grew, and the **business-to-business (B2B) segment continued to climb**[18](index=18&type=chunk) - **Zoff** continued to offer an unparalleled product range and industry-leading service standards, outperforming the optical industry[18](index=18&type=chunk) [Business Review - Saint Honore Cake Shop](index=9&type=section&id=Business%20Review%20-%20Saint%20Honore%20Cake%20Shop) As of June 30, 2025, Saint Honore Cake Shop's store count decreased to 127; affected by weak consumption and cross-border spending, total revenue for Hong Kong and Macau cake shops recorded a mid-single-digit decline, but profitability improved year-on-year through stringent cost control and innovative products like European-style sourdough bread and frozen food categories; the B2B business achieved double-digit sales growth, and investment in the Tai Po factory aims to enhance production capacity, while the Group actively participates in social responsibility and sustainability initiatives - As of June 30, 2025, the Group operated **127 Saint Honore Cake Shops** in Hong Kong, Macau, and Guangzhou, a decrease from 148 at the end of the first half of 2024[19](index=19&type=chunk) - Total revenue for Hong Kong and Macau cake shops recorded a **mid-single-digit decline**, but profitability increased year-on-year through stringent cost control and the development of innovative products[19](index=19&type=chunk) - Successfully launched new products such as **European-style sourdough bread, brown sugar whole wheat bread, and walnut Mario bread**, and expanded the **frozen food category**[19](index=19&type=chunk) - The **"business-to-business" (B2B) segment** recorded **double-digit sales growth**, and a long-term lease agreement was finalized to relocate part of the Hong Kong factory operations to an upgraded facility in Tai Po, aiming to enhance frozen product capacity and efficiency[21](index=21&type=chunk) - The Group actively participates in **social responsibility and sustainability activities**, including "Earth Hour," receiving the "Diamond Award" for the "Outdoor Lighting Charter" campaign, and donating over **150,000 portions of bread and festive food** to NGOs[21](index=21&type=chunk) [Business Review - Mon cher and Merci Moncher](index=11&type=section&id=Business%20Review%20-%20Mon%20cher%20and%20Merci%20Moncher) Mon cher cake shops maintained stable same-store sales by launching new products and collaborating with local coffee shop NOC; in December last year, the Group introduced a new concept cake shop, "Merci Moncher," blending Japanese and French baking styles, located in the heart of Causeway Bay - **Mon cher cake shops** launched a series of new products targeting new customers, maintaining **stable same-store sales**, and collaborated with local coffee shop **NOC** to enhance brand awareness[22](index=22&type=chunk) - In December last year, a new concept cake shop, **"Merci Moncher,"** was launched, blending Japanese and French baking styles, with its flagship store located in Causeway Bay[22](index=22&type=chunk) [Business Review - Zoff](index=11&type=section&id=Business%20Review%20-%20Zoff) Zoff Hong Kong recorded low single-digit growth in the first half, outperforming the overall shrinking optical market, and continued to operate 16 stores; Zoff expanded customer reach through over 1,400 products, advanced eye examination services, and intraocular pressure measurement services, as well as collaborations with local brands; Zoff's Singapore franchise business faced challenges, with comparable same-store sales recording a mid-single-digit decline, prompting the Group to seek cost savings and team integration to improve efficiency - **Zoff Hong Kong** recorded **low single-digit growth** in the first half, outperforming the overall contraction of the Hong Kong optical market, and continued to operate **16 stores**[23](index=23&type=chunk) - **Zoff Hong Kong** offers over **1,400 products** and conducts marketing campaigns to promote its advanced optometry equipment for eye examination services and intraocular pressure measurement services[23](index=23&type=chunk) - Collaborated with local brands such as **HSBC, Toys "R" Us, and MTR** to expand customer reach and enhance brand awareness[23](index=23&type=chunk) - **Zoff's Singapore franchise business** faced multiple challenges, with comparable same-store sales recording a **mid-single-digit decline**, operating costs reduced by **over 10%**, and efforts to integrate Hong Kong and Singapore team operations[24](index=24&type=chunk) [Outlook](index=12&type=section&id=Outlook) The Group maintains a cautiously optimistic outlook for revenue growth in the second half, anticipating opportunities from industry consolidation; the bakery business will expand market share in core categories, develop value-added products, and enhance brand image through digital marketing and platform activities; the B2B business, as a strategic pillar, will heavily invest in talent and production facilities to penetrate the mainland Chinese market; Zoff will expand its retail footprint in Hong Kong, adopt a more cautious strategy in Singapore, and enhance eye examination services while launching more Japanese-made fashion eyewear products - The Group maintains a **cautiously optimistic outlook** for revenue growth in the second half, anticipating that industry consolidation will provide opportunities[25](index=25&type=chunk) - The bakery business is committed to **maintaining and expanding market share** in core categories, expanding value-added product types, and enhancing brand image through new store models and digital marketing[25](index=25&type=chunk) - The **"business-to-business" (B2B) segment** is a strategic pillar for the Group, which will heavily invest in **talent and production facilities** to enhance capacity and profitability, and to penetrate the mainland Chinese market[25](index=25&type=chunk) - **Zoff** will continue to seek opportunities to **expand its retail footprint in Hong Kong**, adopt a more cautious strategy in Singapore, and enhance customer experience and eye examination services[26](index=26&type=chunk) Discussion and Analysis [Financial Review](index=13&type=section&id=Financial%20Review) In the first half of 2025, the Group's turnover decreased by 4.6% to HK$688 million, with the bakery business's turnover decreasing by 5.2% due to store closures and cross-border travel, while Zoff Optical's turnover modestly increased by 0.3%; gross profit margin declined by 2.0 percentage points to 51.7%, mainly influenced by promotional activities and a higher proportion of B2B revenue; operating expenses as a percentage of turnover decreased to 49.2% due to stringent cost control, and both core operating profit and profit attributable to company shareholders recorded significant growth; the Group holds HK$167 million in net cash with no bank borrowings and declared an interim dividend of HK 1 cent per share - In the first six months of 2025, the Group's turnover decreased by **4.6% to HK$688 million**, with the bakery business's turnover decreasing by **5.2% to HK$615 million**, and Zoff Optical's turnover modestly increasing by **0.3% to HK$73 million**[29](index=29&type=chunk) - Gross profit margin as a percentage of turnover decreased by **2.0 percentage points to 51.7%**, primarily due to promotional activities and an increased proportion of "business-to-business" (B2B) revenue[29](index=29&type=chunk) - Operating expenses as a percentage of turnover decreased from **51.7% to 49.2%**, attributed to stringent cost control measures, including lease negotiations, adjusted store operating hours, and review of outsourced service contracts[30](index=30&type=chunk) Core Operating Profit and Net Profit Changes | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | | Core Operating Profit before interest expense on lease liabilities | 20,000 | 17,000 | +17.3% | | Core Operating Profit (including interest expense on lease liabilities) | 17,000 | 13,000 | +27.7% | | Net Profit | 15,000 | 13,000 | +18.0% | | Basic Earnings Per Share (HK cents) | 1.9 | 1.6 | +18.8% | - As of June 30, 2025, the Group's net cash balance was **HK$167 million**, with **no bank borrowings** and available bank facilities of **HK$88 million**[31](index=31&type=chunk) - The Board of Directors resolved to declare an **interim dividend of HK 1 cent per share**[32](index=32&type=chunk) [Employees](index=14&type=section&id=Employees) As of June 30, 2025, the Group had 2,704 employees, with 54% in Hong Kong; total staff costs were HK$245 million, a decrease from the prior year, and the Group offers competitive remuneration, skill enhancement training, and customer service training, recognized as a "Manpower Developer," and through its "Heart-to-Heart" program, aims to improve employee satisfaction and retention while organizing various social activities - As of June 30, 2025, the Group had a total of **2,704 employees**, of whom **1,459 (54%)** were Hong Kong employees[33](index=33&type=chunk) - Total staff costs for the six months ended June 30, 2025, were **HK$245 million**, a decrease from HK$257 million in the same period last year[33](index=33&type=chunk) - The Group provides a competitive remuneration package, including salaries, discretionary bonuses, and share options, along with work-related skill enhancement programs and customer service training[33](index=33&type=chunk) - The Group was recognized as a **"Manpower Developer"** under the Employees Retraining Board's Manpower Developer Award Scheme for 2025 to 2030[33](index=33&type=chunk) [Sustainability and Corporate Social Responsibility](index=14&type=section&id=Sustainability%20and%20Corporate%20Social%20Responsibility) As a member of Fung Group, the company adheres to the UN Global Compact, committed to sustainable operations through the "3R" principles (Reduce, Reuse, Recycle) to protect the environment, conserve resources, and achieve cost savings; Saint Honore and Zoff Hong Kong were awarded the "15 Years Plus Caring Company" and "5 Years Plus Caring Company" logos respectively, demonstrating the Group's commitment to the community - The Group adheres to the **UN Global Compact**, committed to sustainable operations through the **"3R" principles (Reduce, Reuse, and Recycle)** to protect the environment, conserve natural resources, and achieve cost savings[34](index=34&type=chunk) - **Saint Honore** was awarded the **"15 Years Plus Caring Company"** logo by The Hong Kong Council of Social Service, and **Zoff Hong Kong** was awarded the **"5 Years Plus Caring Company"** logo[34](index=34&type=chunk) Corporate Governance [Corporate Governance Principles](index=15&type=section&id=Corporate%20Governance%20Principles) The Board and management uphold sound corporate governance principles, emphasizing transparency, accountability, and independence, fully complying with the Code Provisions of the Corporate Governance Code set out in Appendix C1 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited - The Board and management uphold sound corporate governance principles, emphasizing **transparency, accountability, and independence**[35](index=35&type=chunk) - The company has fully complied with all Code Provisions of the **Corporate Governance Code** set out in Appendix C1 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the six months ended June 30, 2025[35](index=35&type=chunk) [Corporate Culture](index=15&type=section&id=Corporate%20Culture) The Group is committed to developing sustainable businesses through a people-centric culture, fostering the success of its business units and employees; the Board is responsible for establishing the Group's purpose, values, and strategic direction, while management oversees the culture and core values cultivated in daily operations - The Group is committed to developing sustainable businesses through a **people-centric culture**, fostering the success of its business units and employees[36](index=36&type=chunk) - The Board is responsible for establishing the Group's purpose, values, and strategic direction, while management oversees the culture and core values cultivated in daily operations[36](index=36&type=chunk) [Board of Directors](index=15&type=section&id=Board%20of%20Directors) The Board of Directors is responsible for formulating the Group's overall strategy and making decisions on significant operational, financial, and investment matters, with a structure that ensures appropriate skills, experience, knowledge, and diverse perspectives; the roles of Chairman and Chief Executive Officer are separated to enhance independence, accountability, and responsibility - The Board of Directors is responsible for formulating the Group's overall strategy and making decisions on significant operational, financial, and investment matters[37](index=37&type=chunk) - The Board's structure ensures it possesses appropriate skills, experience, knowledge, diverse perspectives, and valuable insights[37](index=37&type=chunk) - The roles of Chairman and Chief Executive Officer are separated, held by **Dr. Fung Kwok Lun** and **Mr. Tang Tsz Kin** respectively, to enhance independence, accountability, and responsibility[37](index=37&type=chunk) [Board Committees](index=15&type=section&id=Board%20Committees) The Board has established an Audit Committee, a Nomination Committee, and a Remuneration Committee, each with clear terms of reference and primarily composed of independent non-executive directors to ensure independent perspectives, and all committees are adequately resourced to fulfill their duties - The Board has established an **Audit Committee, a Nomination Committee, and a Remuneration Committee**, with each committee having clear terms of reference[38](index=38&type=chunk) - All committees are primarily composed of **independent non-executive directors** to ensure the Board receives independent perspectives and opinions[38](index=38&type=chunk) [Audit Committee](index=16&type=section&id=Audit%20Committee) The Audit Committee is primarily responsible for reviewing the Group's financial reporting, risk management, internal controls, and corporate governance matters, and making recommendations to the Board; committee members possess professional qualifications, are authorized to investigate activities within their terms of reference, and have reviewed the unaudited interim financial information for the first half of 2025 - The Audit Committee is primarily responsible for reviewing the Group's financial reporting, risk management, internal controls, and corporate governance matters, and making relevant recommendations to the Board[39](index=39&type=chunk) - Committee members possess the appropriate professional qualifications, accounting, or relevant financial management expertise as required by the Listing Rules[39](index=39&type=chunk) - The Audit Committee has reviewed the unaudited interim financial information for the six months ended June 30, 2025, with senior management[39](index=39&type=chunk) [Remuneration Committee](index=16&type=section&id=Remuneration%20Committee) The Remuneration Committee, chaired by Liao Siu Tung, is primarily responsible for advising the Board on the remuneration policy, structure, and terms of employment for directors and senior management, and reviewing the Group's remuneration and human resources policies - The Remuneration Committee is chaired by **Liao Siu Tung**, with members including **Dr. Fung Kwok Lun** and **Tsang Tiu Lung**[40](index=40&type=chunk) - Responsibilities include advising the Board on the remuneration policy and structure for all directors and senior management of the company, and recommending the remuneration packages for executive directors and senior management[41](index=41&type=chunk) - It is also responsible for recommending the remuneration for non-executive directors and reviewing the Group's remuneration and human resources policies[41](index=41&type=chunk) [Nomination Committee](index=17&type=section&id=Nomination%20Committee) The Nomination Committee, chaired by Dr. Fung Kwok Lun, is primarily responsible for reviewing the Board's structure, size, and composition, assessing the independence of independent non-executive directors, and making recommendations on director appointments, re-appointments, and training and development - The Nomination Committee is chaired by **Dr. Fung Kwok Lun**, with members including **Lo Kai Yiu, Liao Siu Tung, Fung Yue Ming, and Tsang Tiu Lung**[45](index=45&type=chunk) - Responsibilities include reviewing the Board's structure, size, and composition (including diversity of members), and assessing the independence of independent non-executive directors[45](index=45&type=chunk) - It is also responsible for making recommendations to the Board on director appointments or re-appointments, and reviewing and monitoring the training and continuous professional development of directors and senior management[45](index=45&type=chunk) [Securities Transactions by Directors and Relevant Employees](index=17&type=section&id=Securities%20Transactions%20by%20Directors%20and%20Relevant%20Employees) The Group has adopted a code for securities transactions by directors and relevant employees, with terms no less exacting than the Model Code in the Listing Rules; all directors and relevant employees have confirmed compliance, and no breaches were identified during the period - The Group has adopted a code for securities transactions by directors, with terms no less exacting than the **Model Code for Securities Transactions by Directors of Listed Issuers** set out in Appendix C3 of the Listing Rules[43](index=43&type=chunk) - The Group has obtained individual confirmations from each director and relevant employee, ensuring their compliance with the relevant requirements for the six months ended June 30, 2025, and no breaches were noted during the period[43](index=43&type=chunk) [Compliance with Inside Information Requirements](index=17&type=section&id=Compliance%20with%20Inside%20Information%20Requirements) The company handles and disseminates inside information in accordance with the Securities and Futures Ordinance and the Listing Rules, ensuring compliance with information disclosure requirements - The company handles and disseminates inside information in accordance with the **Securities and Futures Ordinance** and the **Listing Rules**[44](index=44&type=chunk) [Risk Management and Internal Control](index=18&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for the Group's risk management and internal control systems, reviewing their effectiveness with the assistance of the Audit Committee; the systems aim to manage rather than eliminate risk, providing reasonable assurance, and the Audit Committee believes that for the six months ended June 30, 2025, the systems continued to be established, adequate, and effectively operated - The Board is responsible for the Group's risk management and internal control systems, and reviews the effectiveness and adequacy of these systems with the assistance of the Audit Committee[46](index=46&type=chunk) - The systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and provide reasonable rather than absolute assurance against material misstatement, loss, or fraud[46](index=46&type=chunk) - The Audit Committee believes that for the six months ended June 30, 2025, the Group's risk management and internal control systems continued to be **established, adequate, and effectively operated**[48](index=48&type=chunk) [Investor Relations and Communication](index=18&type=section&id=Investor%20Relations%20and%20Communication) The Board has adopted a shareholder communication policy to ensure shareholders receive sufficient information to exercise their rights and enhance communication; the company promotes corporate communication and investor relations transparency through meetings, presentations, investor conferences, roadshows, and its corporate website - The Board has adopted a **shareholder communication policy** aimed at ensuring shareholders receive information about the Group to enable them to exercise their rights in an informed manner and enhance communication with the Group[46](index=46&type=chunk) - Regular communication activities include presentations to analysts via meetings and/or email, participation in investor conferences, organizing roadshows, arranging company visits, and specific meetings with institutional shareholders and analysts[46](index=46&type=chunk) - The company maintains a corporate website (www.cr-asia.com) as a channel to facilitate effective communication with investors and the public, disseminating company announcements, shareholder information, and other relevant financial and non-financial information in a timely manner[47](index=47&type=chunk) Other Information [Directors' Interests and Short Positions in Shares, Underlying Shares and Debentures](index=19&type=section&id=Directors'%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares%20and%20Debentures) As of June 30, 2025, Dr. Fung Kwok Lun held a 48.77% interest in the company's shares, Ms. Fung Wing Yee held 40.11%, Mr. Yeung Lap Bun held 3.14%, Mr. Tang Tsz Kin held 1.43% (including share options), and Mr. Lo Kai Yiu held 0.29%; these interests include personal interests, trust interests, and equity derivatives (share options) Directors' Long Positions in Shares and Underlying Shares of the Company (as of June 30, 2025) | Director Name | Personal Interests (Number of Shares) | Trust Interests (Number of Shares) | Equity Derivatives (Share Options) (Number of Shares) | Total Interests (Number of Shares) | Percentage of Interest (Approx.) | | :--- | :--- | :--- | :--- | :--- | :--- | | Dr. Fung Kwok Lun | 67,320,000 | 311,792,000 | – | 379,112,000 | 48.77% | | Ms. Fung Wing Yee | – | 311,792,000 | – | 311,792,000 | 40.11% | | Mr. Yeung Lap Bun | 24,396,000 | – | – | 24,396,000 | 3.14% | | Mr. Tang Tsz Kin | – | – | 11,130,000 | 11,130,000 | 1.43% | | Mr. Lo Kai Yiu | 2,276,000 | – | – | 2,276,000 | 0.29% | - Dr. Fung Kwok Lun, through his interest in King Lun Holdings Limited, and Ms. Fung Wing Yee, as a family member of Dr. Victor Fung Kwok King, are both deemed to have an interest in **311,792,000 shares** of the company[52](index=52&type=chunk) [Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=21&type=section&id=Shareholders'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, HSBC Trustee (C.I.) Limited and King Lun Holdings Limited are both deemed to have an interest in 311,792,000 shares of the company, representing 40.11% of the total interest Shareholders' Interests in Shares of the Company (as of June 30, 2025) | Shareholder Name | Number of Shares | Nature of Interest/Capacity | Percentage of Interest (Approx.) | | :--- | :--- | :--- | :--- | | HSBC Trustee (C.I.) Limited | 311,792,000 | Trustee | 40.11% | | King Lun Holdings Limited | 311,792,000 | Interest in controlled corporation | 40.11% | - These shares are held by Fung Retail, which is indirectly wholly-owned by King Lun through its wholly-owned subsidiary, Fung Holdings 1937; HSBC Trustee (C.I.) Limited, King Lun, Fung Holdings 1937, and Fung Retail are all deemed to have an interest in these shares[53](index=53&type=chunk) [Share Options](index=22&type=section&id=Share%20Options) The company adopted a share option scheme in 2020 to incentivize eligible persons; for the six months ended June 30, 2025, a total of 20,000,000 share options were granted, with Mr. Tang Tsz Kin receiving 7,000,000; during the period, 452,000 share options lapsed due to termination of employment, and no share options were exercised, cancelled, or expired - The company's shareholders approved the adoption of the **2020 Share Option Scheme** on April 29, 2020, aiming to provide incentives and/or rewards to eligible persons[55](index=55&type=chunk) Details of Changes in 2020 Share Option Scheme (for the six months ended June 30, 2025) | Grantee | As at 1/1/2025 (Number of Options) | Granted (Number of Options) | Lapsed (Number of Options) | As at 30/6/2025 (Number of Options) | Exercise Price (HK$) | Grant Date | Vesting Period | Exercise Period | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Tang Tsz Kin | 4,130,000 | – | – | 4,130,000 | 0.64 | 28/3/2024 | 28/3/2024–31/3/2025 | 1/4/2025–31/3/2028 | | | – | 7,000,000 | – | 7,000,000 | 0.32 | 28/3/2025 | 28/3/2025–31/3/2026 | 1/4/2026–31/3/2029 | | Continuous Contract Employees | 10,166,000 | – | (134,000) | 10,032,000 | 0.764 | 11/11/2021 | 11/11/2021–31/3/2023 | 1/4/2023–31/3/2026 | | | 5,876,000 | – | (318,000) | 5,558,000 | 0.64 | 28/3/2024 | 28/3/2024–31/3/2025 | 1/4/2025–31/3/2028 | | | – | 13,000,000 | – | 13,000,000 | 0.32 | 28/3/2025 | 28/3/2025–31/3/2026 | 1/4/2026–31/3/2029 | | **Total** | **20,172,000** | **20,000,000** | **(452,000)** | **39,720,000** | | | | | - During the period, share options to subscribe for a total of **20,000,000 shares** were granted, with the closing price of the shares immediately preceding the grant date being **HK$0.315**[59](index=59&type=chunk) - During the period, share options to subscribe for **452,000 shares** under the 2020 Share Option Scheme lapsed due to the termination of employment of certain grantees[59](index=59&type=chunk) [Changes in Directors' Information](index=24&type=section&id=Changes%20in%20Directors'%20Information) Since the publication of the 2024 Annual Report, Mr. Fung Yue Ming was re-designated from a Non-executive Director to an Executive Director and appointed as Vice Chairman of the Board, effective June 1, 2025 - **Fung Yue Ming** was re-designated from a Non-executive Director to an Executive Director and appointed as Vice Chairman of the Board, effective **June 1, 2025**[60](index=60&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=24&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[60](index=60&type=chunk) [Interim Dividend](index=24&type=section&id=Interim%20Dividend) The Board resolved to declare an interim dividend of HK 1 cent per share for the six months ended June 30, 2025, a 50% decrease from HK 2 cents in 2024 - The Board resolved to declare an interim dividend of **HK 1 cent per share** for the six months ended June 30, 2025 (2024: HK 2 cents)[61](index=61&type=chunk) [Closure of Register of Members](index=24&type=section&id=Closure%20of%20Register%20of%20Members) The company will suspend its share transfer registration from September 1, 2025, to September 2, 2025; shareholders wishing to receive the interim dividend must complete share transfer registration by 4:30 p.m. on August 29, 2025 - The company will suspend its share transfer registration from **September 1, 2025, to September 2, 2025** (both dates inclusive)[62](index=62&type=chunk) - Shareholders wishing to receive the interim dividend are requested to lodge all transfer documents with the company's share registrar in Hong Kong by **4:30 p.m. on August 29, 2025**[62](index=62&type=chunk) Condensed Consolidated Statement of Profit or Loss [Condensed Consolidated Statement of Profit or Loss](index=25&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the company's revenue was HK$688.1 million, and gross profit was HK$355.4 million; core operating profit was HK$20.425 million, profit attributable to company shareholders was HK$15.06 million, and basic earnings per share was HK 1.9 cents Condensed Consolidated Statement of Profit or Loss (for the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Revenue | 688,139 | 721,654 | | Cost of Sales | (332,698) | (334,427) | | Gross Profit | 355,441 | 387,227 | | Other Income | 3,715 | 3,333 | | Selling Expenses | (243,081) | (267,269) | | Distribution Costs | (37,188) | (42,180) | | Administrative Expenses | (58,462) | (63,692) | | Core Operating Profit | 20,425 | 17,419 | | Net Interest Expense | (1,065) | (672) | | Profit Before Income Tax | 19,360 | 16,747 | | Income Tax Expense | (4,300) | (3,980) | | Profit Attributable to Company Shareholders | 15,060 | 12,767 | | Basic Earnings Per Share (HK cents) | 1.9 | 1.6 | Condensed Consolidated Statement of Comprehensive Income [Condensed Consolidated Statement of Comprehensive Income](index=26&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, profit attributable to company shareholders was HK$15.06 million; other comprehensive income primarily consisted of exchange differences of HK$0.343 million, bringing the total comprehensive income attributable to company shareholders to HK$15.403 million Condensed Consolidated Statement of Comprehensive Income (for the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Profit Attributable to Company Shareholders | 15,060 | 12,767 | | Other Comprehensive Income/(Loss): | | | | Exchange Differences | 343 | (101) | | Total Comprehensive Income Attributable to Company Shareholders | 15,403 | 12,666 | Condensed Consolidated Statement of Financial Position [Condensed Consolidated Statement of Financial Position](index=27&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets were HK$1,153.5 million, a decrease from HK$1,213.6 million as of December 31, 2024; total equity was HK$643.3 million, and total liabilities were HK$510.2 million, with non-current assets primarily comprising intangible assets, property, plant and equipment, and right-of-use assets, while current assets included cash and cash equivalents of HK$149.9 million, and current liabilities included trade payables of HK$61.563 million and gift voucher liabilities of HK$99.373 million Condensed Consolidated Statement of Financial Position (as at June 30, 2025) | Metric | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | **Assets** | | | | Total Non-current Assets | 840,239 | 878,616 | | Total Current Assets | 313,295 | 334,988 | | **Total Assets** | **1,153,534** | **1,213,604** | | **Equity** | | | | Total Equity | 643,347 | 635,422 | | **Liabilities** | | | | Total Non-current Liabilities | 106,387 | 125,866 | | Total Current Liabilities | 403,800 | 452,316 | | **Total Equity and Liabilities** | **1,153,534** | **1,213,604** | - Among non-current assets, intangible assets were **HK$359 million**, property, plant and equipment were **HK$168 million**, and right-of-use assets were **HK$194 million**[67](index=67&type=chunk) - Among current assets, cash and cash equivalents were **HK$149 million**, and trade receivables were **HK$60.458 million**[67](index=67&type=chunk) - Among current liabilities, trade payables were **HK$61.563 million**, and gift vouchers were **HK$99.373 million**[67](index=67&type=chunk) Condensed Consolidated Statement of Changes in Equity [Condensed Consolidated Statement of Changes in Equity](index=28&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, profit attributable to company shareholders was HK$15.06 million, which, combined with exchange differences of HK$0.343 million, resulted in a total comprehensive income of HK$15.403 million for the period; employee share option benefits increased by HK$0.26 million, and dividends paid amounted to HK$7.774 million, bringing the total equity at period-end to HK$643.3 million Condensed Consolidated Statement of Changes in Equity (for the six months ended June 30) | Metric | Share Capital (HK$ '000) | Share Premium (HK$ '000) | Capital Reserve (HK$ '000) | Share-based Payment Reserve (HK$ '000) | Exchange Reserve (HK$ '000) | Retained Earnings (HK$ '000) | Total Equity (HK$ '000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | As at January 1, 2025 | 77,742 | 888 | 20,002 | 1,406 | (2,763) | 538,147 | 635,422 | | Profit Attributable to Company Shareholders | – | – | – | – | – | 15,060 | 15,060 | | Exchange Differences | – | – | – | – | 343 | – | 343 | | Total Comprehensive Income for the Period | – | – | – | – | 343 | 15,060 | 15,403 | | Employee Share Option Benefits | – | – | – | 260 | – | 36 | 296 | | Dividends Paid | – | – | – | – | – | (7,774) | (7,774) | | As at June 30, 2025 | 77,742 | 888 | 20,002 | 1,666 | (2,420) | 545,469 | 643,347 | Condensed Consolidated Statement of Cash Flows [Condensed Consolidated Statement of Cash Flows](index=29&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash generated from operating activities was HK$61.527 million; net cash used in investing activities was HK$33.48 million, primarily for purchasing property, plant and equipment and short-term bank deposits; net cash used in financing activities was HK$84.254 million, mainly for lease liability payments and dividends paid; cash and cash equivalents at period-end were HK$149.868 million, a decrease of HK$56.207 million from the beginning of the period Condensed Consolidated Statement of Cash Flows (for the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 61,527 | 91,399 | | Net Cash Used in Investing Activities | (33,480) | (16,412) | | Net Cash Used in Financing Activities | (84,254) | (120,624) | | Decrease in Cash and Cash Equivalents | (56,207) | (45,637) | | Cash and Cash Equivalents at January 1 | 206,016 | 220,640 | | Cash and Cash Equivalents at June 30 | 149,868 | 174,437 | - Net cash used in investing activities primarily included **HK$20.068 million** for the purchase of property, plant and equipment and **HK$15.7 million** for short-term bank deposits[70](index=70&type=chunk) - Net cash used in financing activities primarily included **HK$78.788 million** for the payment of lease liabilities and **HK$7.774 million** for dividends paid[70](index=70&type=chunk) Notes to the Condensed Consolidated Interim Financial Information [General Information](index=30&type=section&id=General%20Information) Convenience Retail Asia Limited and its subsidiaries primarily operate "Saint Honore" cake shops, "Mon cher" cake shops, "Zoff" optical stores, and wholesale businesses; the company is incorporated in the Cayman Islands, its shares are listed on the Main Board of the Hong Kong Stock Exchange, and this condensed consolidated interim financial information is presented in Hong Kong dollars - The Group's principal activities are the operation of **"Saint Honore" cake shops, "Mon cher" cake shops, "Zoff" optical stores**, and **wholesale businesses**[71](index=71&type=chunk) - The company is a limited liability company incorporated in the **Cayman Islands**, and its shares are currently listed on the Main Board of The Stock Exchange of Hong Kong Limited[71](index=71&type=chunk)[72](index=72&type=chunk) - This condensed consolidated interim financial information is presented in **Hong Kong dollars** and was approved by the Board of Directors on August 14, 2025[72](index=72&type=chunk) [Basis of Preparation](index=31&type=section&id=Basis%20of%20Preparation) This unaudited condensed consolidated interim financial information has been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Listing Rules on the Main Board of the Stock Exchange; the adoption of new and revised Hong Kong Financial Reporting Standards and Interpretations had no significant impact on this period's financial information - This unaudited condensed consolidated interim financial information has been prepared in accordance with **Hong Kong Accounting Standard 34 "Interim Financial Reporting"** issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Listing Rules on the Main Board of the Stock Exchange[73](index=73&type=chunk) - The accounting policies and methods of computation adopted in the preparation of this condensed consolidated interim financial information are consistent with those applied in the preparation of the 2024 consolidated financial statements[74](index=74&type=chunk) - The adoption of new and revised Hong Kong Financial Reporting Standards and Interpretations effective for accounting periods beginning on or after January 1, 2025, and relevant to the operations, had no significant impact on this condensed consolidated interim financial information[74](index=74&type=chunk) [Financial Risk Management](index=31&type=section&id=Financial%20Risk%20Management) The Group's operations are exposed to various financial risks: foreign exchange risk, credit risk, liquidity risk, and interest rate risk; risk management policies have not changed since the year-end - The Group's operations are exposed to various financial risks: **foreign exchange risk, credit risk, liquidity risk, and interest rate risk**[74](index=74&type=chunk) - Risk management policies have not changed since the year-end[75](index=75&type=chunk) [Revenue, Other Income and Segment Information](index=32&type=section&id=Revenue,%20Other%20Income%20and%20Segment%20Information) For the six months ended June 30, 2025, the Group's revenue was HK$688.1 million, of which HK$614.9 million was from bakery product sales and HK$73.219 million from optical product sales; management categorizes business performance into two operating segments: bakery and optical; the bakery business generated HK$614.9 million in external customer revenue with a core operating profit of HK$22.714 million, while the optical business generated HK$73.219 million in external customer revenue with a core operating loss of HK$2.289 million Revenue Composition (for the six months ended June 30) | Revenue Category | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Bakery Product Sales Revenue | 614,920 | 648,658 | | Optical Product Sales Revenue | 73,219 | 72,996 | | **Total Revenue** | **688,139** | **721,654** | | Other Income | 3,715 | 3,333 | - Starting from 2025, management primarily considers business performance from a product/service perspective, categorizing it into two operating segments: **bakery and optical**[77](index=77&type=chunk) Segment Information (for the six months ended June 30, 2025) | Metric | Bakery Business (HK$ '000) | Optical Business (HK$ '000) | Group (HK$ '000) | | :--- | :--- | :--- | :--- | | External Customer Revenue | 614,920 | 73,219 | 688,139 | | Core Operating Profit/(Loss) | 22,714 | (2,289) | 20,425 | | Core Operating Profit/(Loss) (including interest expense on lease liabilities) | 20,204 | (2,839) | 17,365 | | Depreciation | (80,748) | (18,261) | (99,009) | - As of June 30, 2025, external customer revenue from Hong Kong was **HK$608 million**, and from other regions was **HK$79.571 million**[83](index=83&type=chunk) [Expenses by Nature](index=37&type=section&id=Expenses%20by%20Nature) For the six months ended June 30, 2025, total cost of sales, selling expenses, distribution costs, and administrative expenses amounted to HK$671.4 million; major expenses included employee benefit expenses of HK$245.2 million, cost of inventories sold of HK$184.3 million, and depreciation of right-of-use assets of HK$75.271 million Expenses by Nature (for the six months ended June 30) | Expense Category | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Cost of Inventories Sold | 184,306 | 190,795 | | Delivery Charges | 18,643 | 21,414 | | Depreciation of Property, Plant and Equipment | 22,148 | 24,372 | | Depreciation of Right-of-Use Assets | 75,271 | 87,483 | | Employee Benefit Expenses | 245,205 | 257,410 | | Short-term and Variable Lease Payments | 8,513 | 7,932 | | Utility Expenses | 21,374 | 22,064 | | Other Expenses | 94,379 | 94,507 | | **Total Cost of Sales, Selling Expenses, Distribution Costs and Administrative Expenses** | **671,429** | **707,568** | [Net Interest Expense](index=38&type=section&id=Net%20Interest%20Expense) For the six months ended June 30, 2025, interest income from bank deposits was HK$1.995 million, and interest expense on lease liabilities was HK$3.06 million, resulting in a net interest expense of HK$1.065 million Net Interest Expense (for the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Interest Income from Bank Deposits | 1,995 | 3,149 | | Interest Expense on Lease Liabilities | (3,060) | (3,821) | | **Net Interest Expense** | **(1,065)** | **(672)** | [Income Tax Expense](index=38&type=section&id=Income%20Tax%20Expense) For the six months ended June 30, 2025, total income tax expense was HK$4.3 million, comprising Hong Kong profits tax of HK$3.92 million, overseas profits tax of HK$1.692 million, and deferred tax credit of HK$1.312 million - Hong Kong profits tax is provided at a rate of **16.5%** based on the estimated assessable profits for 2025 and 2024[87](index=87&type=chunk) Income Tax Expense (for the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Hong Kong Profits Tax | 3,920 | 2,947 | | Overseas Profits Tax | 1,692 | 1,208 | | Deferred Tax Credit | (1,312) | (175) | | **Total Income Tax Expense** | **4,300** | **3,980** | [Earnings Per Share](index=39&type=section&id=Earnings%20Per%20Share) For the six months ended June 30, 2025, profit attributable to company shareholders was HK$15.06 million; basic earnings per share was HK 1.9 cents, and the weighted average number of ordinary shares for diluted earnings per share was 777,553,021 shares - The Group's basic and diluted earnings per share are calculated based on the unaudited profit attributable to company shareholders for the respective periods[89](index=89&type=chunk) Earnings Per Share Calculation (for the six months ended June 30) | Metric | 2025 (HK$ '000 / Number of Shares) | 2024 (HK$ '000 / Number of Shares) | | :--- | :--- | :--- | | Profit Attributable to Company Shareholders | 15,060 | 12,767 | | Weighted Average Number of Ordinary Shares Issued | 777,416,974 | 777,416,974 | | Adjustment: Share Options | 136,047 | 170,508 | | Weighted Average Number of Ordinary Shares for Diluted Earnings Per Share | 777,553,021 | 777,587,482 | [Dividends](index=40&type=section&id=Dividends) The Board declared an interim dividend of HK 1 cent per share for the six months ended June 30, 2025, totaling HK$7.774 million, a decrease from the same period last year Declared Interim Dividend (for the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Declared Interim Dividend of HK 1 cent per share (2024: HK 2 cents) | 7,774 | 15,548 | - At the meeting held on August 14, 2025, the directors declared an interim dividend, which has not been recognized as a dividend payable in the condensed consolidated interim financial information[92](index=92&type=chunk) [Property, Plant and Equipment](index=40&type=section&id=Property,%20Plant%20and%20Equipment) As of June 30, 2025, the net book value of property, plant and equipment was HK$168 million; additions during the period amounted to HK$20.068 million, and depreciation was HK$22.148 million Property, Plant and Equipment Movements (for the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Net Book Value at Beginning of Period | 170,329 | 181,337 | | Additions | 20,068 | 17,082 | | Depreciation | (22,148) | (24,372) | | Net Book Value at End of Period | 168,281 | 174,621 | [Right-of-Use Assets](index=41&type=section&id=Right-of-Use%20Assets) As of June 30, 2025, the net book value of right-of-use assets was HK$194 million; additions during the period amounted to HK$46.955 million, and depreciation was HK$75.271 million Right-of-Use Assets Movements (for the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Net Book Value at Beginning of Period | 223,541 | 266,323 | | Additions | 46,955 | 64,265 | | Depreciation | (75,271) | (87,483) | | Net Book Value at End of Period | 194,676 | 246,877 | [Intangible Assets](index=41&type=section&id=Intangible%20Assets) As of June 30, 2025, the total net book value of intangible assets was HK$359 million, primarily comprising goodwill of HK$247 million and trademarks of HK$110 million Intangible Assets Composition (as of June 30, 2025) | Intangible Asset Category | Cost and Net Book Value (HK$ '000) | | :--- | :--- | | Goodwill | 247,465 | | Trademarks | 110,000 | | Licenses | 1,842 | | **Total for the Group** | **359,307** | [Investment Properties](index=42&type=section&id=Investment%20Properties) As of June 30, 2025, the net book value of investment properties was HK$5.144 million, with depreciation of HK$0.117 million during the period Investment Property Movements (for the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Net Book Value at Beginning of Period | 5,261 | 5,494 | | Depreciation | (117) | (117) | | Net Book Value at End of Period | 5,144 | 5,377 | [Trade Receivables](index=42&type=section&id=Trade%20Receivables) As of June 30, 2025, total trade receivables amounted to HK$60.458 million, with 0 to 30 days aging accounting for HK$32.52 million and 31 to 60 days aging for HK$27.151 million - The majority of the Group's revenue is generated in cash, and the credit period for trade receivables from corporate customers is mostly between **30 and 60 days**[97](index=97&type=chunk) Aging Analysis of Trade Receivables (as of June 30, 2025) | Aging | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | 0 to 30 days | 32,520 | 28,230 | | 31 to 60 days | 27,151 | 7,923 | | 61 to 90 days | 208 | 1,195 | | Over 90 days | 579 | 339 | | **Total** | **60,458** | **37,687** | [Trade Payables](index=43&type=section&id=Trade%20Payables) As of June 30, 2025, total trade payables amounted to HK$61.563 million, with 0 to 30 days aging accounting for HK$33.928 million and 31 to 60 days aging for HK$23.894 million Aging Analysis of Trade Payables (as of June 30, 2025) | Aging | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | 0 to 30 days | 33,928 | 39,983 | | 31 to 60 days | 23,894 | 27,924 | | 61 to 90 days | 893 | 953 | | Over 90 days | 2,848 | 2,487 | | **Total** | **61,563** | **71,347** | [Lease Liabilities](index=43&type=section&id=Lease%20Liabilities) As of June 30, 2025, the net book value of lease liabilities was HK$204 million, comprising current lease liabilities of HK$117 million and non-current lease liabilities of HK$86.871 million; payments for lease liabilities during the period amounted to HK$78.788 million Lease Liabilities Movements (for the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Net Book Value at Beginning of Period | 233,751 | 274,603 | | Additions | 46,425 | 63,702 | | Payments | (78,788) | (90,883) | | Interest Expense | 3,060 | 3,821 | | Net Book Value at End of Period | 204,023 | 256,471 | | Current Lease Liabilities | 117,152 | 138,346 | | Non-current Lease Liabilities | 86,871 | 118,125 | [Share Capital](index=44&type=section&id=Share%20Capital) As of June 30, 2025, the company's authorized share capital was 2 billion shares with a par value of HK$0.10 per share, totaling HK$200 million; issued and fully paid share capital was 777,416,974 shares, totaling HK$77.742 million, remaining unchanged from the beginning of the period Share Capital Composition (as of June 30, 2025) | Share Capital Category | Number of Shares | HK$ '000 | | :--- | :--- | :--- | | Authorized Share Capital (par value HK$0.10 per share) | 2,000,000,000 | 200,000 | | Issued and Fully Paid Share Capital (par value HK$0.10 per share) | 777,416,974 | 77,742 | [Capital Commitments](index=44&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group's capital commitments contracted but not provided for the purchase of property, plant and equipment amounted to HK$4.813 million - As of June 30, 2025, capital commitments contracted but not provided for amounted to **HK$4,813,000** (December 31, 2024: HK$5,709,000)[101](index=101&type=chunk) [Related Party Transactions](index=46&type=section&id=Related%20Party%20Transactions) During the period, the Group engaged in several related party transactions with its major shareholder, Fung Retail Group Limited, and its associated companies; in terms of revenue, sales of products to subsidiaries of the major shareholder amounted to HK$3 thousand, and service income was HK$0.176 million; in terms of expenses, reimbursement of office and administrative expenses was HK$0.398 million, and rent was HK$0.711 million; these transactions were conducted in the normal course of business and on agreed terms - Fung Retail Group Limited is the company's major shareholder, holding a **40.11% equity interest** in the company[102](index=102&type=chunk) Significant Related Party Transactions (for the six months ended June 30) | Transaction Category | Related Party | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | :--- | | **Revenue** | | | | | Sales of Products | Subsidiaries/Fellow Subsidiaries of Major Shareholder | 3 | 19 | | Service Income | Subsidiaries/Fellow Subsidiaries of Major Shareholder | 176 | – | | **Expenses** | | | | | Reimbursement of Office and Administrative Expenses | Subsidiaries/Fellow Subsidiaries of Major Shareholder | 398 | 12 | | Reimbursement of Office and Administrative Expenses | Associate of Major Shareholder | 3 | – | | Rent | Subsidiaries of Major Shareholder | 711 | 680 | Key Management Personnel Remuneration (for the six months ended June 30) | Remuneration Category | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Fees | 1,300 | 1,300 | | Bonuses | 2,249 | 3,335 | | Salaries and Other Allowances | 4,087 | 4,922 | | Employee Share Option Benefits | 184 | 108 | | Retirement Costs – Defined Contribution Plans | 39 | 45 | | **Total** | **7,859** | **9,710** | [Events After Reporting Period](index=47&type=section&id=Events%20After%20Reporting%20Period) In July 2025, the Group completed two significant transactions: signing a lease agreement for a factory site in Tai Po Industrial Estate, which will recognize approximately HK$9 million in right-of-use assets to expand production capacity; and acquiring a 20% equity interest in a Hong Kong food import, production, and distribution company for HK$3 million, to enhance the Group's food ingredient sourcing network and retail business model - In July 2025, the Group entered into a lease agreement for a factory site in Tai Po Industrial Estate to expand and enhance production capacity and certification standards, which will recognize a right-of-use asset of approximately **HK$9,000,000**[107](index=107&type=chunk) - In July 2025, the Group acquired a **20% equity interest** in a Hong Kong food import, production, and distribution company for **HK$3,000,000**, an investment that will enhance the Group's food ingredient sourcing network and retail business model[107](index=107&type=chunk)

Condensed Consolidated Financial Statements Overview of the company's financial performance, position, equity changes, and cash flows for the period [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Revenue increased by 5.8% to HK$876.5 million, with profit for the period rising 3.8% to HK$163.4 million | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 876,535 | 828,541 | 5.8% | | Cost of sales | (97,932) | (89,742) | 9.1% | | Gross profit | 778,603 | 738,799 | 5.4% | | Other income and gains/losses | (691) | 17,157 | -104.0% | | Distribution and selling expenses | (471,638) | (450,305) | 4.7% | | Administrative expenses | (99,740) | (102,879) | -3.0% | | Finance costs | (2,800) | (3,442) | -18.7% | | Profit before income tax | 203,573 | 197,380 | 3.1% | | Income tax | (40,172) | (39,940) | 0.6% | | Profit for the period | 163,401 | 157,440 | 3.8% | | Total comprehensive income for the period | 184,449 | 117,349 | 57.2% | | Basic earnings per share | 28.82 HK cents | 27.74 HK cents | 3.9% | | Diluted earnings per share | 28.82 HK cents | 26.90 HK cents | 7.1% | [Condensed Consolidated Statement of Financial Position](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) Total assets grew to HK$3.23 billion, with both non-current and current assets increasing, and a slight rise in the debt-to-asset ratio | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 1,791,926 | 1,699,744 | 5.4% | | Total current assets | 1,441,842 | 1,283,301 | 12.3% | | **Total assets** | **3,233,768** | **2,983,045** | **8.4%** | | Total current liabilities | 757,806 | 708,978 | 6.9% | | Total non-current liabilities | 202,138 | 150,347 | 34.5% | | **Total liabilities** | **959,944** | **859,325** | **11.7%** | | Total equity | 2,273,824 | 2,123,720 | 7.1% | [Condensed Consolidated Statement of Changes in Equity](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Total equity increased to HK$2.27 billion, driven by profit for the period and foreign currency translation reserve changes - Profit for the period was **HK$163,401 thousand**, a primary factor in the increase in equity[9](index=9&type=chunk) - Foreign currency translation reserve shifted from a negative **HK$41,016 thousand** in 2024 to a positive **HK$38,771 thousand** in 2025, positively impacting total comprehensive income[9](index=9&type=chunk) - Dividends paid amounted to **HK$34,020 thousand**, and shares repurchased and cancelled totaled **HK$325 thousand**[9](index=9&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Net cash from operating activities was HK$122.5 million, with significant outflows from investing and inflows from financing activities | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Net cash generated from operating activities | 122,487 | 131,664 | -7.0% | | Net cash used in investing activities | (111,104) | (40,824) | 172.1% | | Net cash generated from financing activities | 58,971 | 5,949 | 891.3% | | Net increase in cash and cash equivalents | 70,354 | 96,789 | -27.3% | | Cash and cash equivalents at end of period | 640,533 | 598,414 | 7.0% | - Net cash used in investing activities significantly increased by **172.1%**, primarily due to increased additions to property, plant and equipment and other intangible assets[10](index=10&type=chunk) - Net cash from financing activities grew substantially by **891.3%**, mainly driven by increased proceeds from bank borrowings[11](index=11&type=chunk) Notes to the Condensed Consolidated Interim Financial Statements Provides detailed explanations and disclosures for the condensed consolidated interim financial statements [General Information](index=11&type=section&id=1.%20General%20Information) Esun Holdings Limited is incorporated in the Cayman Islands, listed on HKEX, focusing on investment holding and biopharmaceutical business - The Company is incorporated in the Cayman Islands, with stock code **1061** listed on the Main Board of the Hong Kong Stock Exchange[12](index=12&type=chunk) - Principal activities include investment holding, and the development, manufacture, and sale of biopharmaceutical products[13](index=13&type=chunk) [Basis of Preparation](index=11&type=section&id=2.%20Basis%20of%20Preparation) Interim financial statements are prepared in accordance with HKAS 34 and HKEX Listing Rules, presented in HKD - Financial statements adhere to Hong Kong Accounting Standard 34 and the HKEX Listing Rules[14](index=14&type=chunk) - Interim income tax is calculated based on the applicable tax rates for each Group entity[15](index=15&type=chunk) [Accounting Policies](index=11&type=section&id=3.%20Accounting%20Policies) Accounting policies are consistent with the 2024 annual financial statements, with no significant impact from new standards - Accounting policies are consistent with the 2024 annual financial statements, with no material impact from newly adopted standards[16](index=16&type=chunk) [Segment Reporting](index=11&type=section&id=4.%20Segment%20Reporting) The Group manages and reports segments by business type (Ophthalmology, Surgery, Services), with independent performance monitoring - The Group's business is divided into three reportable operating segments: Ophthalmology, Surgery, and Services[17](index=17&type=chunk) - Segment performance is assessed based on the results of each business unit to support resource allocation decisions[18](index=18&type=chunk) [Reportable Segments](index=12&type=section&id=4.%20(a)%20Reportable%20Segments) Both Ophthalmology and Surgery segments saw revenue growth, with Services revenue also increasing, but Surgery profit declined | Segment | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Revenue Change (%) | Profit Change (%) | | :--- | :--- | :--- | :--- | :--- | | Ophthalmology Revenue | 417,358 | 377,391 | 10.6% | 1.7% | | Ophthalmology Profit | 113,486 | 111,552 | | | | Surgery Revenue | 448,965 | 444,568 | 1.0% | -7.4% | | Surgery Profit | 120,946 | 130,626 | | | | Services Revenue | 10,212 | 6,582 | 55.1% | 25.2% | | Services Profit | 7,636 | 6,098 | | | | **Total Revenue** | **876,535** | **828,541** | **5.8%** | | | **Total Profit** | **242,068** | **248,276** | | **-2.5%** | - Surgery segment profit decreased by **7.4%** year-on-year, while Ophthalmology and Services segments both saw profit growth[19](index=19&type=chunk) [Geographical Information](index=13&type=section&id=4.%20(b)%20Geographical%20Information) Major revenue is from China, with growing overseas business; non-current assets are primarily in China and Hong Kong | Region | Six Months Ended June 30, 2025 Revenue (HKD thousands) | Six Months Ended June 30, 2024 Revenue (HKD thousands) | Revenue Change (%) | | :--- | :--- | :--- | :--- | | China | 871,700 | 825,200 | 5.6% | | Overseas | 4,800 | 3,300 | 45.5% | | Region | June 30, 2025 Non-current Assets (HKD thousands) | December 31, 2024 Non-current Assets (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | China | 1,440,271 | 1,330,880 | 8.2% | | Hong Kong | 273,381 | 274,229 | -0.3% | | Overseas | 33,479 | 33,276 | 0.6% | [Information about Major Customers](index=13&type=section&id=4.%20(c)%20Information%20about%20Major%20Customers) Two major customers contributed approximately 36.5% of total revenue, with one contributing HK$230.4 million and another HK$89.2 million - Sales to two major customers amounted to **HK$230.4 million** and **HK$89.2 million** respectively, collectively accounting for over **10%** of total revenue[23](index=23&type=chunk) [Revenue](index=13&type=section&id=5.%20Revenue) Revenue represents the value of product sales and service income after deducting sales taxes, VAT, discounts, and returns - Revenue is defined as the value of product sales and service income, net of sales taxes, VAT, commercial discounts, and sales returns[24](index=24&type=chunk) [Other Income and Other Gains and Losses](index=13&type=section&id=6.%20Other%20Income%20and%20Other%20Gains%20and%20Losses) Other income and gains/losses were negative HK$0.69 million, a significant decrease from HK$17.16 million, mainly due to litigation claims and fair value changes | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net income from litigation claims | (10,067) | 21,153 | -31,220 | | Fair value changes of financial assets at FVTPL | (23) | (6,366) | 6,343 | | Government grants | 1,495 | 3,375 | -1,880 | | Interest income from bank deposits | 4,474 | 5,941 | -1,467 | | **Total** | **(691)** | **17,157** | **-17,848** | - Net income from litigation claims shifted from a positive **HK$21.15 million** in 2024 to a negative **HK$10.07 million** in 2025, representing the primary driver of change[25](index=25&type=chunk) [Finance Costs](index=14&type=section&id=7.%20Finance%20Costs) Total finance costs decreased by 18.7% to HK$2.8 million, primarily due to reduced imputed interest expense on convertible loans | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Interest expense on bank borrowings | 2,965 | 1,667 | 1,298 | | Interest expense on lease liabilities | 497 | 528 | -31 | | Imputed interest expense on convertible loans payable | – | 2,849 | -2,849 | | Less: Amount capitalized | (662) | (1,602) | 940 | | **Total** | **2,800** | **3,442** | **-642** | - There was no imputed interest expense on convertible loans payable in 2025, compared to **HK$2.85 million** in the same period of 2024[26](index=26&type=chunk) [Profit Before Income Tax](index=14&type=section&id=8.%20Profit%20Before%20Income%20Tax) Profit before income tax increased by 3.1% to HK$203.6 million, influenced by net exchange gains and higher R&D costs | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Exchange (gains)/losses, net | (12,017) | 2,432 | -14,449 | | Research and development costs recognized as expense | 21,664 | 12,479 | 9,185 | | Cost of inventories | 94,934 | 86,033 | 8,901 | | Depreciation of property, plant and equipment | 14,102 | 12,588 | 1,514 | - Net exchange shifted from a loss of **HK$2.43 million** in 2024 to a gain of **HK$12.02 million** in 2025, positively impacting profit[27](index=27&type=chunk) - Research and development costs recognized as expense increased by **73.6%** year-on-year, indicating increased R&D investment[27](index=27&type=chunk) [Income Tax](index=14&type=section&id=9.%20Income%20Tax) The Group has no taxable profit in Hong Kong, while its main operating subsidiary in Zhuhai enjoys a 15% preferential tax rate as a high-tech enterprise - No provision for profits tax was made in Hong Kong, and the Zhuhai high-tech enterprise subsidiary benefits from a **15%** preferential tax rate[28](index=28&type=chunk)[29](index=29&type=chunk) [Dividends](index=15&type=section&id=10.%20Dividends) The Board declared an interim dividend of HK$0.07 per ordinary share, an increase from HK$0.06 in the prior year - The 2025 interim dividend is **HK$0.07** per share, an increase from **HK$0.06** per share in the same period of 2024[30](index=30&type=chunk) [Earnings Per Share](index=15&type=section&id=11.%20Earnings%20Per%20Share) Basic and diluted earnings per share were both HK$0.2882, higher than the prior year, with no dilutive effect from convertible loans | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Profit attributable to owners of the Company for basic EPS (HKD thousands) | 163,401 | 157,440 | 3.8% | | Profit attributable to owners of the Company for diluted EPS (HKD thousands) | 163,401 | 159,525 | 2.4% | | Weighted average number of ordinary shares for basic EPS | 567,035,271 | 567,547,170 | -0.09% | | Weighted average number of ordinary shares for diluted EPS | 567,035,271 | 592,970,898 | -4.38% | - In 2025, there was no potential dilutive effect from convertible loans payable, resulting in the same number of shares used for basic and diluted EPS calculations[32](index=32&type=chunk) [Property, Plant and Equipment](index=16&type=section&id=12.%20Property%2C%20Plant%20and%20Equipment) The carrying amount of property, plant and equipment increased to HK$439.8 million, driven by additions and positive exchange adjustments | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total cost | 627,668 | 562,634 | 11.6% | | Total accumulated depreciation | 187,836 | 168,654 | 11.4% | | **Total carrying amount** | **439,832** | **393,980** | **11.6%** | - Additions during the period amounted to **HK$47.86 million**, primarily for construction in progress[33](index=33&type=chunk) - Exchange adjustments contributed a positive impact of **HK$17.62 million**[33](index=33&type=chunk) [Other Intangible Assets](index=17&type=section&id=13.%20Other%20Intangible%20Assets) The carrying amount of other intangible assets increased to HK$1.187 billion, primarily comprising development costs for SkQ1, anti-VEGF products, and Shilishun® | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total cost | 1,322,002 | 1,246,837 | 6.0% | | Total accumulated amortization and impairment losses | 135,336 | 119,183 | 13.6% | | **Total carrying amount** | **1,186,666** | **1,127,654** | **5.2%** | - Acquired intangible assets primarily include development costs for SkQ1 eye drops of approximately **HK$348.4 million**, anti-VEGF products of approximately **HK$426.7 million**, and Shilishun® intellectual property of approximately **HK$97.3 million**[34](index=34&type=chunk) - Additions during the period amounted to **HK$44.85 million**, with exchange adjustments contributing a positive impact of **HK$30.32 million**[34](index=34&type=chunk) [Convertible Loans Receivable](index=18&type=section&id=14.%20Convertible%20Loans%20Receivable) Convertible loans receivable totaled HK$45.92 million, with fair value changes recognized in profit or loss; Convertible Loan B was offset post-period | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Convertible Loan A | 15,196 | 14,545 | 4.5% | | Convertible Loan B | 30,725 | 30,725 | 0.0% | | **Total** | **45,921** | **45,270** | **1.4%** | - On August 15, 2025, the Group acquired **100%** equity of Antikor, and Convertible Loan B was offset[36](index=36&type=chunk) - Fair value changes of **HK$0.651 million** were recognized in profit or loss[39](index=39&type=chunk) [Financial Assets at Fair Value Through Other Comprehensive Income and Financial Assets at Fair Value Through Profit or Loss](index=19&type=section&id=15.%20Financial%20Assets%20at%20Fair%20Value%20Through%20Other%20Comprehensive%20Income%20and%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) Non-current equity investments at FVTOCI were HK$26.5 million, while FVTPL non-current and current equity investments were HK$3.1 million and HK$2.39 million, respectively | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current - FVTOCI equity investments | 26,501 | 44,224 | -40.1% | | Non-current - FVTPL equity investments | 3,098 | 2,590 | 19.6% | | Current - FVTPL equity investments | 2,390 | 3,572 | -33.1% | - FVTOCI equity investments are designated due to their strategic nature, while FVTPL equity investments are designated as held for trading[42](index=42&type=chunk) - Fair value of listed equity investments is based on market quotations, and unlisted equity investments are valued using a value allocation model[41](index=41&type=chunk)[42](index=42&type=chunk) [Inventories](index=20&type=section&id=16.%20Inventories) Total inventories increased by 10.2% to HK$64.94 million, consisting of raw materials, work-in-progress, and finished goods | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Raw materials | 16,593 | 14,265 | 16.3% | | Work-in-progress | 12,625 | 10,631 | 18.8% | | Finished goods | 35,721 | 34,042 | 4.9% | | **Total** | **64,939** | **58,938** | **10.2%** | [Trade and Other Receivables](index=21&type=section&id=17.%20Trade%20and%20Other%20Receivables) Trade and other receivables increased by 12.8% to HK$661.2 million, with a notable rise in trade receivables, and an average credit period of 90 days | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables (net of impairment) | 614,458 | 521,059 | 17.9% | | Other receivables | 46,721 | 65,236 | -28.4% | | **Total** | **661,179** | **586,295** | **12.8%** | - The Group grants an average credit period of **90 days** to its trade customers[44](index=44&type=chunk) | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | 0 to 60 days | 383,687 | 349,680 | 9.7% | | 61 to 90 days | 93,509 | 54,167 | 72.6% | | Over 90 days | 137,262 | 117,212 | 17.1% | [Deposits and Prepayments](index=21&type=section&id=18.%20Deposits%20and%20Prepayments) Deposits and prepayments totaled HK$73.86 million, slightly down from year-end 2024, with deposits for property, plant and equipment as a non-current portion | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Deposits paid for property, plant and equipment | 31,786 | 28,712 | 10.7% | | Prepayments for purchase of finished goods | 15,465 | 25,718 | -39.9% | | Other deposits | 2,856 | 1,935 | 47.6% | | Other prepayments | 23,755 | 18,951 | 25.3% | | **Total** | **73,862** | **75,316** | **-1.9%** | [Trade and Other Payables](index=22&type=section&id=19.%20Trade%20and%20Other%20Payables) Trade and other payables decreased slightly to HK$519.5 million, mainly due to a reduction in other payables and accrued expenses | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 14,136 | 7,359 | 92.1% | | Other payables and accrued expenses | 505,354 | 538,038 | -6.1% | | **Total** | **519,490** | **545,397** | **-4.8%** | - Accrued sales and marketing costs were approximately **HK$448.8 million**, an increase from **HK$402.4 million** at December 31, 2024[47](index=47&type=chunk) | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | 0 to 60 days | 10,070 | 7,123 | 41.4% | | 61 to 90 days | 2,262 | 46 | 4817.4% | | Over 90 days | 1,804 | 190 | 849.5% | [Bank Borrowings](index=22&type=section&id=20.%20Bank%20Borrowings) Total bank borrowings significantly increased to HK$270.5 million, secured by corporate guarantees from the Company and a subsidiary | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Current bank borrowings | 120,164 | 69,798 | 72.2% | | Non-current bank borrowings | 150,322 | 95,550 | 57.3% | | **Total** | **270,486** | **165,348** | **63.6%** | - Bank borrowings are secured by corporate guarantees from the Company and one of its subsidiaries[49](index=49&type=chunk)[50](index=50&type=chunk) - The Group obtained non-revolving bank facilities of approximately **HK$737.3 million**, of which approximately **HK$339.1 million** was utilized[50](index=50&type=chunk) [Share Capital](index=23&type=section&id=21.%20Share%20Capital) Authorized share capital remained HK$100 million, while issued and fully paid share capital was HK$56.7 million after repurchasing 123,000 shares | Indicator | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of authorized ordinary shares | 1,000,000,000 | 1,000,000,000 | 0 | | Authorized share capital (HKD thousands) | 100,000 | 100,000 | 0 | | Number of issued and fully paid ordinary shares | 567,006,000 | 567,129,000 | -123,000 | | Issued and fully paid share capital (HKD thousands) | 56,701 | 56,713 | -12 | - During the period, **123,000** shares were repurchased and cancelled for a total consideration of approximately **HK$0.325 million**, paid from retained profits[52](index=52&type=chunk) [Fair Value Measurement of Financial Instruments](index=23&type=section&id=22.%20Fair%20Value%20Measurement%20of%20Financial%20Instruments) Financial instruments are measured using a three-level fair value hierarchy, with convertible loans receivable and equity investments measured at fair value - Fair value measurement of financial instruments is categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[55](index=55&type=chunk) - Convertible loans receivable and equity investments are measured at fair value, while the carrying amounts of other financial instruments like cash, receivables, payables, bank borrowings, and lease liabilities approximate their fair values[53](index=53&type=chunk)[56](index=56&type=chunk) | Financial Asset | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Listed equity investments (Level 1) | 14,294 | 33,199 | | Unlisted equity investments (Level 2) | 17,695 | 17,187 | | Convertible loans receivable (Level 3) | 45,921 | 45,270 | | **Total** | **77,910** | **95,656** | [Capital Commitments](index=25&type=section&id=23.%20Capital%20Commitments) Capital commitments decreased to HK$243.5 million, primarily related to new factory construction and acquired intangible assets | Project | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Property, plant and equipment | 409 | 591 | -30.8% | | Development costs | 9,612 | 9,339 | 2.9% | | Acquired intangible assets | 62,812 | 117,919 | -46.7% | | Construction of new factory | 159,889 | 170,607 | -6.3% | | Expansion of existing factory | 10,805 | 18,723 | -42.3% | | **Total** | **243,527** | **317,179** | **-23.2%** | [Related Party Transactions](index=25&type=section&id=24.%20Related%20Party%20Transactions) Total remuneration for key management personnel (directors) was HK$3.66 million for the six months ended June 30, 2025 | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Salaries and other benefits | 3,615 | 3,644 | -0.8% | | Pension scheme contributions | 44 | 26 | 69.2% | | **Total** | **3,659** | **3,670** | **-0.3%** | [Events After the Reporting Period](index=25&type=section&id=25.%20Events%20After%20the%20Reporting%20Period) Post-period, the Group acquired 100% equity of Antikor to expand its novel antibody-drug conjugate business in oncology - On August 15, 2025, the Group acquired **100%** equity of Antikor, aiming to expand its novel antibody-drug conjugate business in the oncology therapeutic area[62](index=62&type=chunk) [Comparative Figures](index=25&type=section&id=26.%20Comparative%20Figures) Certain comparative figures in Notes 4, 6, and 8 have been reclassified to conform with the current period's presentation - Comparative figures in Notes 4, 6, and 8 have been reclassified to align with the current period's presentation[63](index=63&type=chunk) [Approval of Condensed Consolidated Interim Financial Statements](index=25&type=section&id=27.%20Approval%20of%20Condensed%20Consolidated%20Interim%20Financial%20Statements) The Board of Directors approved and authorized the publication of the condensed consolidated interim financial statements on August 26, 2025 - The Board of Directors approved and authorized the publication of the condensed consolidated interim financial statements on **August 26, 2025**[64](index=64&type=chunk) Management Discussion and Analysis Provides an overview of the Group's business performance, strategic developments, and financial review for the reporting period [Business Review and Outlook](index=26&type=section&id=Business%20Review%20and%20Outlook) The Group focuses on rb-bFGF gene engineering drugs, with core contributions from ophthalmology and surgery, expanding into oncology, orthopedics, and neurology - The Group's core business is centered on the research, development, production, and sale of the gene engineering drug **rb-bFGF**[65](index=65&type=chunk) - Primary revenue sources are the Ophthalmology and Surgery segments, with strategic investments in emerging therapies such as oncology, orthopedics, and neurology[65](index=65&type=chunk) - The Group possesses six commercialized bFGF series biopharmaceuticals sold in China, three of which are National Class I biopharmaceuticals, and four are listed in the National Medical Insurance Catalogue, collectively accounting for approximately **83.5%** of total revenue[66](index=66&type=chunk) - In July 2025, multi-dose Diquafosol Sodium Ophthalmic Solution received NMPA approval for registration and commercialization in China[66](index=66&type=chunk) [Significant Business Development Activities](index=27&type=section&id=Significant%20Business%20Development%20Activities) The Group continues to invest in new products and technologies, strengthening its R&D pipeline, especially in ophthalmology and oncology, for long-term growth - Committed to investing in new products and technologies to strengthen the product and R&D pipeline, aiming for near-to-mid-term growth in ophthalmology and long-term development in oncology[70](index=70&type=chunk) [SkQ1 Products](index=27&type=section&id=SkQ1%20Products) Late-stage clinical development of SkQ1 for dry eye disease showed positive results, with the Group securing global exclusive rights and investing HK$348.4 million - Phase III clinical trial (VISTA-2) for SkQ1 product (for dry eye disease) yielded positive results, demonstrating central corneal clearing[70](index=70&type=chunk) - The Group has obtained global exclusive patent assignment deeds and license agreements related to SkQ1[70](index=70&type=chunk) - The total actual investment cost for SkQ1 products and global rights is approximately **HK$348.4 million**, representing **10.8%** of the Group's total assets[71](index=71&type=chunk) - SkQ1 products and global rights (excluding China) are being divested and injected into DunaVision Pte. Ltd., a wholly-owned Singapore subsidiary[71](index=71&type=chunk) [Anti-VEGF Licensed Product](index=27&type=section&id=Anti-VEGF%20Licensed%20Product) The anti-VEGF product HLX04-O, co-developed with Henlius, completed phase III clinical trials globally, with its BLA accepted by China NMPA - The anti-VEGF licensed product HLX04-O, co-developed with Henlius for wet AMD, has commenced Phase III clinical trials in Australia, the US, Singapore, Russia, EU countries, and others[72](index=72&type=chunk) - First patient dosing and last patient visit have been completed for HLX04-O's Phase III clinical studies in China, Latvia, Australia, and the US[72](index=72&type=chunk) - China NMPA accepted the Biologics License Application (BLA) for HLX04-O in **August 2025**[72](index=72&type=chunk) - The maximum committed investment for the anti-VEGF licensed product is **USD67 million** (approximately **HK$525.9 million**), with actual investment costs of approximately **HK$426.7 million**, representing **13.2%** of the Group's total assets[74](index=74&type=chunk) [Other Collaborations](index=28&type=section&id=Other%20Collaborations) The Group collaborates with Beijing Airdoc Technology on AI-powered retinal imaging and with Zhejiang Visionary Pharma for exclusive distribution of ophthalmic products - Collaborates with Beijing Airdoc Technology on AI-powered retinal imaging business[75](index=75&type=chunk) - Signed an exclusive distribution agreement with Zhejiang Visionary Pharma to introduce Emedastine Difumarate and Oxybuprocaine Hydrochloride eye drops, enriching the ophthalmic product portfolio[75](index=75&type=chunk) [Awards and Accolades in 2025](index=28&type=section&id=Awards%20and%20Accolades%20in%202025) Zhuhai Esun Bio-Pharmaceutical Co., Ltd. was recognized among Zhuhai's Top 100 Innovative Enterprises in 2024 for innovation and economic contribution - Zhuhai Esun Bio-Pharmaceutical Co., Ltd. was listed among Zhuhai's **Top 100 Innovative Enterprises in 2024** for both innovation comprehensive strength and economic contribution[76](index=76&type=chunk) [Market Development](index=28&type=section&id=Market%20Development) The Group operates 46 sales offices in China, covering over 14,100 hospitals and 2,100 pharmacies, and established a strategic base in Singapore for Southeast Asian expansion - The Group has **46** regional sales offices in China, covering over **14,100** hospitals and medical institutions and approximately **2,100** pharmacies[77](index=77&type=chunk)[78](index=78&type=chunk) - A strategic base was established in Singapore since **2020** to accelerate entry into the Southeast Asian market[77](index=77&type=chunk) - Competitiveness is enhanced by expanding clinical indications, increasing patient accessibility in lower-tier cities, developing auxiliary sales channels, and fostering medical technology e-platforms[77](index=77&type=chunk)[80](index=80&type=chunk) [Research and Development](index=29&type=section&id=Research%20and%20Development) The R&D department focuses on ophthalmology, with 18 programs in preclinical to clinical stages, including four key ophthalmic programs for mid-term growth - The R&D department focuses on ophthalmology, with key innovations including growth factors, antibodies, drug formulation technologies, and the blow-fill-seal platform[79](index=79&type=chunk) - The blow-fill-seal platform is used for developing and producing preservative-free single-dose drugs, with **6** commercialized products and several more under development[80](index=80&type=chunk) - A total of **18** R&D programs are in preclinical to clinical stages, with **4** ophthalmic programs (SkQ1 eye drops, Azithromycin eye drops, Bevacizumab intravitreal injection for wet AMD, Cyclosporine eye drops) identified as mid-term growth drivers[80](index=80&type=chunk)[81](index=81&type=chunk) - The Group holds **111** patent certificates or authorizations, including **81** invention patents[82](index=82&type=chunk) - Multiple R&D bases are established in Zhuhai (China), Boston (USA), London (UK), and Singapore[82](index=82&type=chunk) [Production Capacity](index=30&type=section&id=Production%20Capacity) The Group's Zhuhai plant produces rb-bFGF active pharmaceutical ingredients and preservative-free single-dose drugs - The Zhuhai plant is equipped with production lines for rb-bFGF active pharmaceutical ingredients and advanced blow-fill-seal technology for preservative-free single-dose drugs[83](index=83&type=chunk) [Construction of Second Plant in China](index=30&type=section&id=Construction%20of%20Second%20Plant%20in%20China) The second plant in Zhuhai High-tech Zone is nearing completion, serving as an R&D center and manufacturing facility, with completion expected in 2026 or 2027 - The second plant, covering approximately **15 thousand square meters** with a construction area of about **58 thousand square meters**, will serve as an R&D center, additional manufacturing facility, administrative offices, and staff dormitories[84](index=84&type=chunk) - Construction was suspended from **November 2021** to **May 2025** due to a legal dispute with the general contractor[84](index=84&type=chunk) - The court ruled that the general contractor must pay approximately **HK$24.6 million** in compensation to the Group and hand over the construction site, with completion anticipated in **2026** or **2027**[85](index=85&type=chunk) [Litigation with Guangxi Wanshoutang Pharmaceutical Co., Ltd. ("Guangxi Wanshoutang")](index=30&type=section&id=Litigation%20with%20Guangxi%20Wanshoutang%20Pharmaceutical%20Co.%2C%20Ltd.%20(%22Guangxi%20Wanshoutang%22)) The Group is involved in two lawsuits with Guangxi Wanshoutang, with one ruling requiring the Group to pay HK$14.3 million and another requiring Guangxi Wanshoutang to repay HK$48.9 million - Guangxi Wanshoutang accused the Group of breaching an agency agreement, with the court ruling the Group must pay approximately **HK$14.3 million** in compensation, which the Group has appealed[86](index=86&type=chunk) - The Group counter-sued Guangxi Wanshoutang, and the court ruled that Guangxi Wanshoutang must repay approximately **HK$48.9 million**[86](index=86&type=chunk) [Financial Review](index=31&type=section&id=Financial%20Review) Despite challenges from centralized procurement, the Group achieved revenue and profit growth, with increased R&D investment - The Chinese pharmaceutical industry faces challenges from centralized procurement policies, leading to drug price reductions and profit margin pressure[88](index=88&type=chunk) - The Group addresses market challenges by expanding the clinical indications and patient accessibility of its flagship biopharmaceuticals[89](index=89&type=chunk) | Indicator | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 876.5 | 828.5 | 5.8% | | Profit for the period | 163.4 | 157.4 | 3.8% | - Ophthalmology and Surgery segments contributed **47.6%** and **51.2%** of total revenue, respectively, with the bFGF series collectively accounting for approximately **83.5%** of total revenue[91](index=91&type=chunk) - Total R&D expenditure (including acquired intangible assets) was approximately **HK$66.5 million**, representing **7.6%** of revenue, with approximately **HK$44.8 million** capitalized[93](index=93&type=chunk) [Future Plans for Material Investments or Capital Assets](index=33&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of June 30, 2025, the Group has no immediate plans for material investments or acquisitions of significant capital assets beyond those disclosed - As of **June 30, 2025**, the Group has no immediate plans for material investments or acquisitions of significant capital assets[96](index=96&type=chunk) [Liquidity and Financial Resources](index=33&type=section&id=Liquidity%20and%20Financial%20Resources) The Group held HK$640.5 million in cash, with HK$339.1 million utilized from HK$737.3 million in bank facilities, maintaining a healthy liquidity position | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | 640,500 | 557,200 | 14.9% | | Bank facilities | 737,300 | 631,200 | 16.8% | | Utilized bank facilities | 339,100 | 206,300 | 64.4% | | Gearing ratio | 29.7% | 28.8% | 0.9 percentage points | - The Group maintains a healthy liquidity position and working capital level, sufficient to meet capital commitments and daily operations[97](index=97&type=chunk) [Pledge of Group Assets](index=33&type=section&id=Pledge%20of%20Group%20Assets) As of June 30, 2025, no Group assets were pledged as security for bank financing - As of **June 30, 2025**, no Group assets were pledged as security for bank financing[98](index=98&type=chunk) [Capital Commitments](index=33&type=section&id=Capital%20Commitments) Capital commitments decreased to HK$243.5 million from HK$317.2 million at the end of 2024 | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Capital commitments | 243,500 | 317,200 | -23.2% | [Contingent Liabilities](index=33&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no material contingent liabilities - As of **June 30, 2025**, the Group had no material contingent liabilities[100](index=100&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=34&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) For the period ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the period ended **June 30, 2025**, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures[101](index=101&type=chunk) [Material Investments Held](index=34&type=section&id=Material%20Investments%20Held) As of June 30, 2025, the Group held no material investments other than those disclosed in this report - As of **June 30, 2025**, the Group held no material investments other than those disclosed in this report[102](index=102&type=chunk) [Foreign Exchange Risk](index=34&type=section&id=Foreign%20Exchange%20Risk) The Group mitigates currency risk by borrowing and holding cash in local currencies, with no hedging arrangements currently in place - The Group mitigates currency risk by borrowing and holding cash in local currencies[103](index=103&type=chunk) - Major assets, liabilities, and transactions are denominated in HKD, RMB, or USD, with no hedging arrangements currently in place[103](index=103&type=chunk) [Treasury Policy](index=34&type=section&id=Treasury%20Policy) The Group funds operations through internal cash flow and borrowings, depositing resources in interest-bearing accounts primarily in RMB, HKD, and USD - The Group primarily funds its operations through internal cash flow, bank, and other borrowings[104](index=104&type=chunk) - Bank deposits are mainly denominated in RMB, HKD, and USD, and earn interest[104](index=104&type=chunk) [Employees](index=34&type=section&id=Employees) The Group had 1,426 full-time employees, with total employee remuneration of HK$162.1 million, based on performance, experience, and industry practice | Indicator | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of full-time employees | 1,426 | 1,450 | -24 | | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total employee remuneration (including directors' remuneration) | 162,100 | 159,400 | 1.7% | - Employee remuneration is based on performance, experience, and industry practice, with discretionary share options and bonuses also provided[105](index=105&type=chunk) Other Information This section provides additional disclosures regarding share capital, directors' and major shareholders' interests, share repurchases, and corporate governance [Share Capital and Share Options](index=34&type=section&id=Share%20Capital%20and%20Share%20Options) The Company's authorized share capital remained unchanged, but shares were repurchased, and a share option scheme is in place to incentivize participants - The Company's authorized share capital remained unchanged during the reporting period, but share repurchases were conducted[106](index=106&type=chunk) - The share option scheme aims to recognize contributions, attract and retain talent, incentivize performance, and strengthen business relationships[108](index=108&type=chunk) [Summary of the Scheme](index=35&type=section&id=Summary%20of%20the%20Scheme) The share option scheme covers directors, employees, and consultants, with a 10% authorization limit and exercise price based on market rates or par value - Eligible participants include directors and employees of the Company and its subsidiaries, as well as consultants providing long-term development benefits[107](index=107&type=chunk)[108](index=108&type=chunk) - The scheme's authorized limit is **10%** of the issued shares on the approval date (**57,064,900** shares), with a **1%** cap for each Class C participant[110](index=110&type=chunk) - The exercise period for share options is **ten years** from the effective date, with a minimum vesting period of not less than **12 months**[109](index=109&type=chunk)[111](index=111&type=chunk) - The exercise price shall not be less than the highest of the closing price on the grant date, the average closing price for the preceding five days, and the nominal value of the shares[113](index=113&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures](index=38&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures) As of June 30, 2025, Yan Ming Chih held 27.15% of the Company's shares, with other directors holding minor stakes | Name | Capacity | Number of Ordinary/Underlying Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Yan Ming Chih | Beneficial owner and interest in controlled corporation | 153,945,667 | 27.15% | | Fang Hai Zhou | Beneficial owner | 5,244,300 | 0.92% | | Yan Xian Long | Beneficial owner | 2,039,000 | 0.36% | | Qiu Li Wen | Beneficial owner | 46,000 | 0.01% | - Yan Ming Chih's interests include shares held in his personal name and through Dynatech Ventures Pte Ltd[115](index=115&type=chunk) [Substantial Shareholders and Other Persons Whose Interests are Discloseable Under Part XV of the Securities and Futures Ordinance](index=39&type=section&id=Substantial%20Shareholders%20and%20Other%20Persons%20Whose%20Interests%20are%20Discloseable%20Under%20Part%20XV%20of%20the%20Securities%20and%20Futures%20Ordinance) As of June 30, 2025, major shareholders, excluding directors, included Yan Ming Jie and Liu Hui Juan, holding 26.81% and 27.15% respectively | Name | Capacity | Number of Ordinary/Underlying Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Yan Ming Jie | Beneficial owner and interest in controlled corporation | 152,020,667 | 26.81% | | Liu Hui Juan | Family interest | 153,945,667 | 27.15% | - Yan Ming Jie's interests include shares held in his personal name and through Dynatech Ventures Pte Ltd[117](index=117&type=chunk) - Liu Hui Juan, spouse of Executive Director Yan Ming Chih, is deemed to have an interest in shares held by Yan Ming Chih[117](index=117&type=chunk) [Purchase, Redemption or Sale of the Company's Listed Securities](index=40&type=section&id=Purchase%2C%20Redemption%20or%20Sale%20of%20the%20Company's%20Listed%20Securities) The Company repurchased and cancelled 123,000 shares for HK$325,270 to enhance net asset value and earnings per share | Month | Number of Shares Repurchased | Highest Price (HK$) | Lowest Price (HK$) | Total Paid (HK$) | | :--- | :--- | :--- | :--- | :--- | | January 2025 | 53,000 | 2.80 | 2.68 | 145,970 | | February 2025 | 70,000 | 2.58 | 2.55 | 179,300 | | **Total** | **123,000** | | | **325,270** | - Share repurchases aim to enhance net asset value per share and earnings per share, funded from retained profits[118](index=118&type=chunk) [Corporate Governance](index=40&type=section&id=Corporate%20Governance) The Company fully complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules during the reporting period - The Company fully complied with the Corporate Governance Code in Appendix C1 of the Listing Rules during the reporting period[120](index=120&type=chunk) [Audit Committee](index=40&type=section&id=Audit%20Committee) The Audit Committee reviewed accounting principles, internal controls, financial reporting, and the unaudited interim financial statements - The Audit Committee reviewed accounting principles, internal controls, financial reporting matters, and the unaudited condensed consolidated interim financial statements[121](index=121&type=chunk) [Interim Dividend](index=40&type=section&id=Interim%20Dividend) The Board declared an interim dividend of HK$0.07 per ordinary share, payable in cash on September 23, 2025 - The Board declared an interim dividend of **HK$0.07** per ordinary share, payable in cash on **September 23, 2025**[122](index=122&type=chunk) - Dividends will be paid to shareholders whose names appear on the Company's register of members at the close of business on **September 12, 2025**[122](index=122&type=chunk) [Closure of Register of Members](index=40&type=section&id=Closure%20of%20Register%20of%20Members) The register of members will be closed from September 10 to September 12, 2025, to determine eligibility for the interim dividend - The register of members will be closed from **September 10** to **September 12, 2025**, to determine eligible shareholders for the interim dividend[123](index=123&type=chunk) [Directors' Securities Transactions](index=41&type=section&id=Directors'%20Securities%20Transactions) All directors confirmed full compliance with the Model Code for securities transactions during the six months ended June 30, 2025 - All directors confirmed full compliance with the Model Code for securities transactions during the six months ended **June 30, 2025**[124](index=124&type=chunk) Company Information This section lists the Company's board members, committee compositions, company secretary, auditors, website, registered office, and principal bankers [Company Information](index=42&type=section&id=Company%20Information) This section lists the Company's board members, committee compositions, company secretary, auditors, website, registered office, and principal bankers - The Board of Directors includes Executive Directors (Yan Ming Chih, Fang Hai Zhou, Yan Xian Long, Qiu Li Wen) and Independent Non-executive Directors (Feng Zhi Ying, Qiu Mei Mei, Zhen Wen Xing)[126](index=126&type=chunk) - Compositions of the Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee are listed[126](index=126&type=chunk) - The Company Secretary is Qiu Li Wen, and the Auditor is BDO Limited[126](index=126&type=chunk) - The Registered Office is in the Cayman Islands, the Hong Kong Head Office is in Shun Tak Centre, and the Zhuhai Headquarters is in the High-tech Zone[126](index=126&type=chunk) - The stock code is **01061**[127](index=127&type=chunk)

目錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 管理層討論及分析 | 3 | | 權益披露 | 9 | | 其他資料 | 11 | | 綜合損益表 | 13 | | 綜合全面收益表 | 14 | | 綜合財務狀況表 | 15 | | 綜合權益變動表 | 16 | | 簡明綜合現金流量表 | 17 | | 簡明綜合財務資料附註 | 18 | 中渝置地控股有限公司 2025年中期報告 1 公司資料 董事 執行董事 張松橋先生 （主席） 林孝文醫生 （副主席兼董事總經理） 黃志強先生 （副主席） 梁偉輝先生 張渝翎女士 獨立非執行董事 林健鋒先生 梁宇銘先生 陸宇經先生 審核委員會 林健鋒先生 （主席） 梁宇銘先生 陸宇經先生 提名委員會 張松橋先生 （主席） 張渝翎女士 林健鋒先生 梁宇銘先生 陸宇經先生 薪酬委員會 梁宇銘先生 （主席） 張松橋先生 林孝文醫生 林健鋒先生 陸宇經先生 授權代表 林孝文醫生 梁偉輝先生 公司秘書 張鳳儀女士 網址 www.ccland.com.hk 證券代號 股份 1224.HK 2025年到期300百萬美元的5.20%有擔保票據 40850.H ...