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告的內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部 或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Shirble Department Store Holdings (China) Limited 歲 寶 百 貨 控 股（中 國）有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：00312） 截 至2025年6月30日止六個月 中期業績 本集團截至2025年上半年的未經審核綜合業績概要載列如下： 董事會不建議就截至2025年上半年派付任何中期股息。 – 1 – － 收入為人民幣93.0百 萬 元，較2024年上半年的人民幣97.9百萬元輕微減少 5.0%； － 經營溢利為人民幣29.8百 萬 元，較2024年上半年的人民幣31.2百萬元輕微 減 少4.5%； － 本公司擁有人應佔虧損為人民幣3.0百 萬 元，而2024年上半年則為人民幣 18.5百萬元； － 每股基本虧損為人民幣0.001元，而2024年上半年則為人民幣0.01元；及 － 於2025年6月30日及於2024年12月31日 ...

[Interim Results Announcement](index=1&type=section&id=%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE%E5%85%AC%E5%91%8A) This section presents the condensed consolidated interim financial statements, including the statement of financial position and comprehensive income for the period [Condensed Consolidated Statement of Financial Position](index=1&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E8%A1%A8) As of June 30, 2025, the Group's total assets were HK$9,483,707 thousand, a slight decrease from December 31, 2024, with net current liabilities of HK$5,550,428 thousand primarily due to increased loans from an intermediate holding company Changes in Total Assets and Liabilities | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Assets | 9,483,707 | 9,635,754 | (152,047) | -1.58% | | Non-current Assets | 9,207,180 | 9,398,872 | (191,692) | -2.04% | | Current Assets | 276,527 | 236,882 | 39,645 | 16.74% | | Total Liabilities | 5,846,349 | 5,718,346 | 127,993 | 2.24% | | Non-current Liabilities | 19,394 | 19,759 | (365) | -1.85% | | Current Liabilities | 5,826,955 | 5,698,587 | 128,368 | 2.25% | | Total Equity | 3,637,358 | 3,917,408 | (280,050) | -7.15% | - As of June 30, 2025, the Group's **net current liabilities** amounted to **HK$5,550,428 thousand**, primarily comprising loans from an intermediate holding company of **HK$5,610,000 thousand**[9](index=9&type=chunk) [Condensed Consolidated Statement of Comprehensive Income](index=4&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the Group reported a loss of HK$280,050 thousand, compared to a profit of HK$4,518 thousand in the prior period, resulting in a basic loss per share of HK17.86 cents Key Financial Performance (For the six months ended June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 58,215 | 60,948 | (2,733) | -4.48% | | Operating (Loss)/Profit | (64,357) | 115,274 | (179,631) | -155.83% | | Net Finance Costs | (142,103) | (173,113) | 31,010 | -17.91% | | Share of (Losses)/Profits of an Associate | (70,766) | 64,866 | (135,632) | -209.10% | | (Loss)/Profit for the Period | (280,050) | 4,518 | (284,568) | -6300.09% | | Basic (Loss)/Earnings Per Share (HK cents) | (17.86) | 0.29 | (18.15) | -6258.62% | - The **loss for the period** was primarily attributable to **fair value loss on investment properties** and **share of loss of an associate**[46](index=46&type=chunk) [Notes to the Condensed Consolidated Interim Financial Information](index=6&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E8%B3%87%E6%96%99%E9%99%84%E8%A8%BB) This section details the accounting policies, segment information, and financial instrument specifics underlying the condensed consolidated interim financial information [Basis of Preparation and Accounting Policies](index=6&type=section&id=1.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) The interim financial information is prepared in accordance with HKAS 34 and the Listing Rules, with consistent accounting policies, except for the adoption of revised HKFRSs effective January 1, 2025, and management assesses the Group as a going concern despite net current liabilities - The interim financial information is prepared in accordance with **Hong Kong Accounting Standard 34** and the **Listing Rules** issued by the Hong Kong Institute of Certified Public Accountants[8](index=8&type=chunk) - For the six months ended June 30, 2025, the Group recorded a **loss of HK$280,050,000** and had **net current liabilities of HK$5,550,428,000**, yet the Board believes the Group has sufficient working capital for continued operation[9](index=9&type=chunk)[10](index=10&type=chunk) - Revised **Hong Kong Financial Reporting Standards** effective for annual periods beginning on or after January 1, 2025, have been adopted, with no significant financial impact[10](index=10&type=chunk)[11](index=11&type=chunk) [Revenue and Segment Information](index=8&type=section&id=2.%20%E6%94%B6%E7%9B%8A%E5%8F%8A%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group primarily operates in property investment and financial services segments, with total revenue of HK$58,215 thousand for the six months ended June 30, 2025, entirely from property investment, while the financial services segment generated no revenue, and the property investment segment recorded a net loss of HK$89,422 thousand, contrasting with a net profit of HK$43 thousand from financial services Segment Revenue (For the six months ended June 30) | Segment | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Property Investment | 58,215 | 60,948 | | Financial Services | – | – | | **Total** | **58,215** | **60,948** | Net (Loss)/Profit from Reportable Segments (For the six months ended June 30) | Segment | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Property Investment | (89,422) | 86,310 | | Financial Services | 43 | (6,177) | | **Total** | **(89,379)** | **80,133** | - The **financial services segment** is licensed for **Type 9 (asset management) regulated activities** but generated no revenue[12](index=12&type=chunk) - The **loss for the period of HK$280,050 thousand** includes a **share of loss from an associate of HK$70,766 thousand** and **finance costs of HK$122,946 thousand** incurred for financing the associate[16](index=16&type=chunk) [Property, Plant and Equipment](index=11&type=section&id=3.%20%E7%89%A9%E6%A5%AD%E3%80%81%E6%A9%9F%E5%99%A8%E5%8F%8A%E8%A8%AD%E5%82%99) As of June 30, 2025, the net book value of property, plant and equipment was HK$492,264 thousand, a decrease from HK$503,650 thousand on January 1, 2025, primarily due to depreciation and property transfers Changes in Net Book Value of Property, Plant and Equipment | Metric | January 1, 2025 (HK$ thousand) | June 30, 2025 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Net Book Value | 503,650 | 492,264 | (11,386) | - **Depreciation expense** amounted to **HK$2,877 thousand**[17](index=17&type=chunk) - During the period, **HK$239,400 thousand** was transferred from investment properties, and **HK$247,909 thousand** was transferred to investment properties[17](index=17&type=chunk) [Investment Properties](index=12&type=section&id=4.%20%E6%8A%95%E8%B3%87%E7%89%A9%E6%A5%AD) As of June 30, 2025, the carrying value of investment properties decreased to HK$3,378,300 thousand from HK$3,469,900 thousand on December 31, 2024, primarily due to a recognized fair value loss of HK$88,839 thousand, with valuation based on income capitalization method using rental and capitalization rates as key assumptions Changes in Carrying Value of Investment Properties | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Carrying Value | 3,378,300 | 3,469,900 | (91,600) | -2.64% | - For the six months ended June 30, 2025, a **fair value loss of HK$88,839 thousand** was recognized (Year ended December 31, 2024: fair value gain of HK$131,648 thousand)[18](index=18&type=chunk) - Valuation uses the **income capitalization method**, with **rental rates decreasing** (e.g., retail shops from HK$63.9 to HK$62.0 per square foot, office buildings from HK$55.0-71.0 to HK$44.0-70.0 per square foot), while **capitalization rates remained between 2.00% and 5.00%**[18](index=18&type=chunk)[19](index=19&type=chunk) - **Investment properties with a value of HK$2,108,000 thousand** have been pledged as collateral for bank financing[19](index=19&type=chunk) [Investment in an Associate](index=13&type=section&id=5.%20%E6%8A%95%E8%B3%87%E6%96%BC%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E4%B9%8B%E6%8A%95%E8%B3%87) As of June 30, 2025, the carrying value of the investment in associate Everwell City Limited decreased to HK$5,336,512 thousand from HK$5,425,218 thousand on December 31, 2024, with the Group's share of loss from the associate being HK$70,766 thousand, compared to a profit of HK$64,666 thousand in the prior period Changes in Carrying Value of Investment in an Associate | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Carrying Value of Investment | 5,336,512 | 5,425,218 | (88,706) | -1.64% | - For the six months ended June 30, 2025, the Group's **share of loss from the associate (Everwell City Limited) was HK$70,766 thousand** (2024: profit of HK$64,666 thousand)[20](index=20&type=chunk)[23](index=23&type=chunk) - Everwell City Limited's summary statement of comprehensive income shows a **loss of HK$236,961 thousand** for the six months ended June 30, 2025, compared to a profit of HK$215,774 thousand in the prior period[23](index=23&type=chunk) [Amounts Due from an Intermediate Holding Company](index=15&type=section&id=6.%20%E6%87%89%E6%94%B6%E4%B8%AD%E9%96%93%E6%8E%A7%E8%82%A1%E5%85%AC%E5%8F%B8%E4%B9%8B%E6%AC%BE%E9%A0%85) As of June 30, 2025, amounts due from China Great Wall Asset (International) Holdings Company Limited, an intermediate holding company, significantly increased to HK$5,133 thousand from HK$162 thousand on December 31, 2024, primarily comprising rental income and deposits Amounts Due from an Intermediate Holding Company | Date | Amount (HK$ thousand) | | :--- | :--- | | June 30, 2025 | 5,133 | | December 31, 2024 | 162 | - These amounts are **unsecured, interest-free, and repayable on demand**[25](index=25&type=chunk) [Trade Receivables](index=15&type=section&id=7.%20%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) As of June 30, 2025, total trade receivables decreased to HK$3,997 thousand from HK$4,531 thousand on December 31, 2024, with receivables overdue less than thirty days accounting for the largest portion at 54.9% Ageing Analysis of Trade Receivables (June 30, 2025) | Ageing | Balance (HK$ thousand) | Percentage (%) | | :--- | :--- | :--- | | Current | 791 | 19.6 | | Overdue less than 30 days | 2,219 | 54.9 | | Overdue 31 to 60 days | 680 | 16.8 | | Overdue 61 to 90 days | 108 | 2.7 | | Overdue more than 90 days | 242 | 6.0 | | **Total** | **4,040** | **100.0** | - **Impairment allowance increased** from **HK$23 thousand** on December 31, 2024, to **HK$43 thousand** on June 30, 2025[26](index=26&type=chunk) [Prepayments, Deposits and Other Receivables](index=16&type=section&id=8.%20%E9%A0%90%E4%BB%98%E8%B2%BB%E7%94%A8%E3%80%81%E6%8C%89%E9%87%91%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) As of June 30, 2025, prepayments, deposits, and other receivables totaled HK$7,111 thousand, a decrease from HK$10,502 thousand on December 31, 2024, primarily comprising utility and management fee deposits of HK$3,872 thousand and rent-free receivables of HK$3,239 thousand Prepayments, Deposits and Other Receivables | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Utility and Management Fee Deposits | 3,872 | 3,782 | | Rent-free Receivables | 3,239 | 6,720 | | **Total** | **7,111** | **10,502** | [Bank Borrowings](index=16&type=section&id=9.%20%E9%8A%80%E8%A1%8C%E5%80%9F%E8%B2%B8) As of June 30, 2025, the Group had no bank borrowings, compared to HK$849,457 thousand on December 31, 2024, as the loan was fully repaid in May 2025, while HK$850,000 thousand of unutilized bank facilities remains available Bank Borrowing Status | Date | Amount (HK$ thousand) | | :--- | :--- | | June 30, 2025 | – | | December 31, 2024 | 849,457 | - In May 2025, the **bank loan with an annual interest rate of HIBOR plus 1.2%** was fully repaid[29](index=29&type=chunk) - As of June 30, 2025, the Group had **HK$850,000 thousand of unutilized bank facilities** available, with investment properties and bank deposits pledged as collateral[29](index=29&type=chunk) [Loans from an Intermediate Holding Company](index=17&type=section&id=10.%20%E4%BE%86%E8%87%AA%E4%B8%AD%E9%96%93%E6%8E%A7%E8%82%A1%E5%85%AC%E5%8F%B8%E4%B9%8B%E8%B2%B8%E6%AC%BE) As of June 30, 2025, total loans from an intermediate holding company increased to HK$5,610,000 thousand from HK$4,760,000 thousand on December 31, 2024, including a new HK$900,000 thousand one-year term loan, of which HK$850,000 thousand was used to repay bank borrowings Changes in Loans from an Intermediate Holding Company | Date | Amount (HK$ thousand) | | :--- | :--- | | June 30, 2025 | 5,610,000 | | December 31, 2024 | 4,760,000 | - In November 2024, an agreement was reached with Great Wall International to **amend and restructure term loan facilities** with a principal amount of **HK$4,760,000 thousand** for one year at an annual interest rate of **HIBOR plus 2%**[30](index=30&type=chunk) - In May 2025, Great Wall International provided a **new HK$900,000 thousand one-year term loan facility** at an annual interest rate of **HIBOR plus 1.4%**, with **HK$850,000 thousand** used to repay bank borrowings[30](index=30&type=chunk) [Other Payables and Accruals](index=17&type=section&id=11.%20%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85%E5%8F%8A%E6%87%89%E8%A8%88%E8%B2%A0%E5%82%B5) As of June 30, 2025, total other payables and accruals significantly increased to HK$209,156 thousand from HK$86,044 thousand on December 31, 2024, primarily due to a substantial rise in interest payable Changes in Other Payables and Accruals | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest Payable | 165,936 | 42,232 | 123,704 | 292.92% | | Rental Deposits Received | 24,231 | 26,171 | (1,940) | -7.41% | | Other Payables and Accrued Expenses | 13,205 | 13,585 | (380) | -2.80% | | Rent Received in Advance | 4,666 | 2,458 | 2,208 | 89.83% | | Others | 1,118 | 1,598 | (480) | -30.04% | | **Total** | **209,156** | **86,044** | **123,112** | **143.08%** | [Share Capital](index=18&type=section&id=12.%20%E8%82%A1%E6%9C%AC) As of June 30, 2025, the Company's authorized share capital was HK$500,000 thousand, with issued and fully paid share capital of HK$156,775 thousand, comprising 1,567,745,596 shares, unchanged from December 31, 2024 Share Capital Structure | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Authorized Share Capital (HK$ thousand) | 500,000 | 500,000 | | Issued and Fully Paid Share Capital (HK$ thousand) | 156,775 | 156,775 | | Number of Issued Shares | 1,567,745,596 | 1,567,745,596 | [Other Reserves](index=18&type=section&id=13.%20%E5%85%B6%E4%BB%96%E5%84%B2%E5%82%99) As of June 30, 2025, total other reserves amounted to HK$333,445 thousand, consistent with the January 1, 2025 balance, primarily composed of asset revaluation reserve and exchange fluctuation reserve Changes in Other Reserves | Item | January 1, 2025 (HK$ thousand) | June 30, 2025 (HK$ thousand) | | :--- | :--- | :--- | | Asset Revaluation Reserve | 334,065 | 334,065 | | Exchange Fluctuation Reserve | (620) | (620) | | **Total** | **333,445** | **333,445** | [Net Finance Costs](index=19&type=section&id=14.%20%E8%B2%A1%E5%8B%99%E6%88%90%E6%9C%AC%E6%B7%A8%E9%A1%8D) For the six months ended June 30, 2025, net finance costs decreased to HK$142,103 thousand from HK$173,113 thousand in the prior period, primarily due to reduced interest expense on loans from an intermediate holding company Net Finance Costs (For the six months ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest expense on loans from an intermediate holding company | 125,884 | 170,816 | (44,932) | -26.30% | | Interest expense on bank borrowings | 18,194 | 4,108 | 14,086 | 342.90% | | Bank interest income | (1,975) | (1,811) | (164) | 9.06% | | **Total** | **142,103** | **173,113** | **(31,010)** | **-17.91%** | [Income Tax Expense](index=19&type=section&id=15.%20%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) For the six months ended June 30, 2025, income tax expense increased to HK$2,824 thousand from HK$2,509 thousand in the prior period, with the Hong Kong Profits Tax rate remaining at 16.5% Income Tax Expense (For the six months ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Current income tax (Hong Kong Profits Tax) | 2,822 | 2,505 | 317 | 12.65% | | Deferred income tax (Deferred tax expense) | 2 | 4 | (2) | -50.00% | | **Total** | **2,824** | **2,509** | **315** | **12.55%** | - Hong Kong Profits Tax is provided at a rate of **16.5%** (2024: 16.5%) on the estimated assessable profit for the period[37](index=37&type=chunk) [Earnings Per Share](index=21&type=section&id=16.%20%E6%AF%8F%E8%82%A1%E7%9B%88%E5%88%A9) For the six months ended June 30, 2025, basic loss per share was HK17.86 cents, compared to basic earnings per share of HK0.29 cents in the prior period, with diluted earnings per share being the same as basic due to no potential dilutive ordinary shares (Loss)/Earnings Per Share (For the six months ended June 30) | Metric | 2025 (HK cents) | 2024 (HK cents) | Change (HK cents) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Basic | (17.86) | 0.29 | (18.15) | -6258.62% | | Diluted | (17.86) | 0.29 | (18.15) | -6258.62% | - Earnings per share is calculated based on the **weighted average of 1,567,745,596 issued shares** during the period[41](index=41&type=chunk) [Dividends](index=21&type=section&id=17.%20%E8%82%A1%E6%81%AF) The Board resolved not to declare any interim dividend for the six months ended June 30, 2025, nor to recommend any final dividend for the year ended December 31, 2024 - The Board resolved **not to declare any interim dividend** for the six months ended June 30, 2025[42](index=42&type=chunk) - The Board resolved **not to recommend any final dividend** for the year ended December 31, 2024[43](index=43&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section provides a comprehensive review of the Group's financial performance, business operations, liquidity, and future outlook [Operating Results of the Group](index=22&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E4%B9%8B%E7%B6%93%E7%87%9F%E6%A5%AD%E7%B8%BE) For the six months ended June 30, 2025, the Group reported a loss of HK$280.1 million, a reversal from profit, primarily due to a fair value loss on investment properties of HK$88.8 million and a share of loss from an associate of HK$70.8 million, resulting in a loss per share of HK17.9 cents Consolidated Operating Results (For the six months ended June 30) | Metric (HK$ million, except percentages and per share amounts) | 2025 | 2024 | Percentage Change | | :--- | :--- | :--- | :--- | | Revenue | 58.2 | 60.9 | (4.4%) | | Operating (Loss)/Profit | (64.4) | 115.3 | ** | | Net Finance Costs | (142.1) | (173.1) | (17.9%) | | Share of (Losses)/Profits of an Associate | (70.8) | 64.8 | ** | | (Loss)/Profit for the Period | (280.1) | 4.5 | ** | | (Loss)/Earnings Per Share (HK cents) | (17.9) | 0.3 | ** | - The **loss** was primarily driven by a **fair value loss on investment properties of HK$88.8 million** (prior period: gain of HK$78.8 million) and a **share of loss from an associate of HK$70.8 million** (prior period: profit of HK$64.8 million)[46](index=46&type=chunk) [Business Review](index=23&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group primarily operates in property investment and financial services segments; property investment revenue slightly decreased but remained stable in a challenging economic environment, while the financial services segment generated no revenue, but the Group continues to explore development opportunities - The Group primarily engages in **two segments: property investment and financial services**[47](index=47&type=chunk) [Property Investment Segment](index=23&type=section&id=%E7%89%A9%E6%A5%AD%E6%8A%95%E8%B3%87%E5%88%86%E9%83%A8) The property investment segment experienced a slight revenue decrease and a fair value loss on investment properties, reflecting challenges in the Hong Kong real estate market, yet maintains a diversified portfolio - **Property investment segment revenue** was **HK$58.2 million**, representing a **4.4% year-on-year decrease**[49](index=49&type=chunk) - A **fair value loss on investment properties of HK$88.8 million** (prior period: gain of HK$78.8 million) reflects the challenges in the Hong Kong real estate market[50](index=50&type=chunk) - The Group holds a **diversified investment property portfolio**, including Kwai Fong Plaza, Bank of America Tower in Central, Discovery Building in Causeway Bay, Ko Fai Industrial Building in Yau Tong, and certain floors of Seaview Building in North Point[47](index=47&type=chunk) [Financial Services Segment](index=25&type=section&id=%E9%87%91%E8%9E%8D%E6%9C%8D%E5%8B%99%E5%88%86%E9%83%A8) The financial services segment is licensed for Type 9 regulated activities (asset management services) but generated no revenue during the period - The **financial services segment** is licensed by the SFC to conduct **Type 9 regulated activities (asset management services)**[52](index=52&type=chunk) - **No revenue** was generated in this period[52](index=52&type=chunk) [Revenue](index=25&type=section&id=%E6%94%B6%E7%9B%8A) For the six months ended June 30, 2025, the Group's total revenue was HK$58.2 million, a 4.4% decrease from HK$60.9 million in the prior period, entirely derived from the property investment segment Total Revenue (For the six months ended June 30) | Segment (HK$ million, except percentages) | 2025 | 2024 | Percentage Change | | :--- | :--- | :--- | :--- | | Property Investment | 58.2 | 60.9 | (4.4%) | | Financial Services | – | – | – | | **Total Revenue** | **58.2** | **60.9** | **(4.4%)** | [Financial Review of Operating Segments](index=25&type=section&id=%E7%87%9F%E9%81%8B%E5%88%86%E9%83%A8%E4%B9%8B%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's operating segments include property investment and financial services, with the property investment segment experiencing a 4.4% revenue decrease and a fair value loss, while the financial services segment generated no revenue this period [Property Investment](index=26&type=section&id=%E7%89%A9%E6%A5%AD%E6%8A%95%E8%B3%87) The property investment segment's revenue decreased by 4.4%, primarily due to new lease agreements, and recorded a fair value loss on investment properties reflecting challenging market conditions Financial Performance of Property Investment Segment (For the six months ended June 30) | Metric (HK$ million, except percentages) | 2025 | 2024 | Percentage Change | | :--- | :--- | :--- | :--- | | Revenue | 58.2 | 60.9 | (4.4%) | | Adjusted Operating Profit | 20.0 | 28.9 | (30.8%) | | Fair Value (Loss)/Gain on Investment Properties and Other Income | (88.3) | 86.2 | ** | | (Loss)/Profit Attributable to Equity Holders | (92.2) | 83.8 | ** | - The **decrease in revenue** was primarily due to **reduced income from new lease agreements** related to certain floors of the Bank of America Tower in Central[57](index=57&type=chunk) - The **fair value loss on investment properties of HK$88.8 million** resulted from challenges faced by the Hong Kong real estate market in early 2025[57](index=57&type=chunk) [Financial Services](index=27&type=section&id=%E9%87%91%E8%9E%8D%E6%9C%8D%E5%8B%99) The financial services segment generated no revenue in both the current and prior periods Financial Performance of Financial Services Segment (For the six months ended June 30) | Metric (HK$ million, except percentages) | 2025 | 2024 | Percentage Change | | :--- | :--- | :--- | :--- | | Revenue | – | – | – | | Adjusted Earnings Before Interest, Tax, Depreciation and Amortisation | – | (6.2) | ** | | Adjusted Operating Loss | – | (6.2) | ** | | Loss Attributable to Equity Holders | – | (6.2) | ** | - **No revenue** was generated from the financial services segment in the first half of **2025 and 2024**[59](index=59&type=chunk) [Significant Investment in an Associate and Share of (Losses)/Profits of an Associate](index=28&type=section&id=%E6%9C%89%E9%97%9C%E6%96%BC%E4%B8%80%E5%AE%B6%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E4%B9%8B%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E5%8F%8A%E6%87%89%E4%BD%94%E4%B8%80%E5%AE%B6%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E6%90%8D%E7%9B%8A) The Group holds a 35.78% equity interest in Everwell City Limited, with the investment's fair value at HK$5,336.5 million as of June 30, 2025, representing approximately 56.27% of total assets, and a share of loss of HK$70.8 million for the period, mainly due to increased finance costs and revaluation losses on the joint group's investment properties - The Group holds a **35.78% equity interest** in the associate, Everwell City Limited[60](index=60&type=chunk) - As of June 30, 2025, the **fair value of this investment was HK$5,336.5 million**, accounting for approximately **56.27% of the Group's total assets**[60](index=60&type=chunk) - The **share of loss from the associate for the period was approximately HK$70.8 million** (first half of 2024: share of profit from an associate of HK$64.8 million)[60](index=60&type=chunk) - The **loss** was primarily due to **increased finance costs** and **revaluation losses on the joint group's investment properties**, attributed to challenges in the Hong Kong real estate market in early 2025[60](index=60&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B3%87%E6%9C%AC%E4%BE%86%E6%BA%90) The Group's cash and bank balances increased to HK$247.9 million, while the gearing ratio rose to 59.6% primarily due to fair value loss on investment properties and share of loss from an associate, with increased loans from an intermediate holding company and full repayment of bank borrowings Key Indicators of Liquidity and Capital Resources | Metric (HK$ million, except percentages) | June 30, 2025 | December 31, 2024 | Percentage Change | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 247.9 | 209.3 | 18.4% | | Shareholders' Funds | 3,637.4 | 3,917.4 | (7.1%) | | Current Ratio | 0.05 | 0.04 | 25.0% | | Gearing Ratio | 59.6% | 58.0% | 2.8% | - The **gearing ratio increased** primarily due to **fair value loss on investment properties** and **share of loss from an associate**[62](index=62&type=chunk) - The **outstanding principal of unsecured shareholder loans from an intermediate holding company** was **HK$5,610.0 million** (December 31, 2024: HK$4,760.0 million)[62](index=62&type=chunk) - The Group had **no outstanding bank borrowings** but had **HK$850.0 million of unutilized bank facilities** available[62](index=62&type=chunk) [Pledged Assets](index=30&type=section&id=%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of June 30, 2025, the Group had pledged investment properties with a fair value of approximately HK$2,108.0 million and bank deposits of HK$12.4 million as collateral for bank financing - **Investment properties with a fair value of approximately HK$2,108.0 million** were pledged (December 31, 2024: HK$2,145.0 million)[64](index=64&type=chunk) - **Bank deposits of HK$12.4 million** were pledged (December 31, 2024: HK$12.4 million)[64](index=64&type=chunk) [Operating Activities](index=30&type=section&id=%E7%B6%93%E7%87%9F%E6%B4%BB%E5%8B%95) For the six months ended June 30, 2025, net cash generated from operating activities increased to HK$38.1 million from HK$34.7 million in the prior period, primarily due to an increase in prepayments, deposits, and other receivables Net Cash from Operating Activities (For the six months ended June 30) | Date | Amount (HK$ million) | | :--- | :--- | | June 30, 2025 | 38.1 | | June 30, 2024 | 34.7 | - The **increase** was primarily due to a rise in **prepayments, deposits, and other receivables** during the period[65](index=65&type=chunk) [Investing Activities](index=30&type=section&id=%E6%8A%95%E8%B3%87%E6%B4%BB%E5%8B%95) For the six months ended June 30, 2025, net cash from investing activities significantly increased to HK$18.8 million from HK$3.5 million in the prior period, primarily due to dividend income from an associate Net Cash from Investing Activities (For the six months ended June 30) | Date | Amount (HK$ million) | | :--- | :--- | | June 30, 2025 | 18.8 | | June 30, 2024 | 3.5 | - The **increase in 2025** was primarily due to **dividend income of HK$17.9 million from an associate**[66](index=66&type=chunk) [Financing Activities](index=31&type=section&id=%E8%9E%8D%E8%B3%87%E6%B4%BB%E5%8B%95) For the six months ended June 30, 2025, net cash used in financing activities significantly decreased to HK$18.3 million from HK$79.5 million in the prior period, primarily because bank borrowings repaid in the current period were less than loans from an intermediate holding company repaid in the previous period Net Cash from Financing Activities (For the six months ended June 30) | Date | Amount (HK$ million) | | :--- | :--- | | June 30, 2025 | 18.3 (used) | | June 30, 2024 | 79.5 (used) | - The **decrease in cash outflow** was primarily due to **bank borrowings of HK$850 million repaid** in the current period being less than **HK$900 million of loans from an intermediate holding company repaid** in the prior period[67](index=67&type=chunk) [Employees and Remuneration Policy](index=31&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of June 30, 2025, the Group had 10 employees, a decrease of one from the prior period, with a remuneration policy designed to recognize performance, incentivize goal achievement, retain talent, and provide benefits such as medical insurance and provident funds - As of June 30, 2025, the Group had **10 employees** (2024: 11 employees)[68](index=68&type=chunk) - The **remuneration policy** aims to recognize outstanding performance, incentivize employees, retain talent, and provide benefits such as medical insurance, health check-up plans, mandatory and voluntary provident fund schemes, and housing allowance schemes[68](index=68&type=chunk) [Interim Dividend](index=31&type=section&id=%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF) The Board resolved not to declare any interim dividend for the six months ended June 30, 2025 - The Board resolved **not to declare any interim dividend** for the six months ended June 30, 2025[69](index=69&type=chunk) [Outlook](index=32&type=section&id=%E5%B1%95%E6%9C%9B) 2025 is anticipated as a period of cautious stability and strategic repositioning; despite challenges in the Hong Kong property market, the Group's financial and business conditions remain robust, focusing on managing its existing portfolio, optimizing returns, exploring new opportunities, and leveraging the "Greater Bay Area" strategy to deepen synergies with its controlling shareholder, China Great Wall Asset - **2025** is expected to be a period of **cautious stability and strategic repositioning** for the Group[70](index=70&type=chunk) - Despite increasing challenges in the Hong Kong property market, the Group's **overall financial and business conditions remain robust**[70](index=70&type=chunk) - The Group will focus on **actively managing its existing investment portfolio**, preserving capital, optimizing returns from core assets, and prudently exploring new opportunities aligned with shareholders' interests[70](index=70&type=chunk) - The Group will seize development opportunities from the national **"Guangdong-Hong Kong-Macao Greater Bay Area" strategic deployment**, leveraging the strong resources of its controlling shareholder, China Great Wall Asset, to further deepen synergies and actively expand domestic business[71](index=71&type=chunk) [Corporate Governance and Other Information](index=32&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB) This section outlines the Group's commitment to corporate governance, including board responsibilities, committee reviews, and compliance with regulatory standards [Corporate Governance](index=32&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB) The Board and management are committed to fulfilling their responsibilities to shareholders, prioritizing the enhancement and protection of shareholder interests, and the Company has complied with the applicable principles and code provisions of Appendix C1 of the Listing Rules' Corporate Governance Code throughout the reporting period - The Board and management are committed to fulfilling their responsibilities to the Company's shareholders, prioritizing the **enhancement and protection of shareholder interests**[72](index=72&type=chunk) - The Company has consistently complied with the **applicable principles and code provisions of Appendix C1 of the Listing Rules' Corporate Governance Code** throughout the six months ended June 30, 2025[72](index=72&type=chunk) [Audit Committee and Review of Interim Financial Information](index=33&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83%E5%8F%8A%E4%B8%AD%E6%9C%9F%E8%B2%A1%E5%8B%99%E8%B3%87%E6%96%99%E4%B9%8B%E5%AF%A9%E9%96%B1) The Audit Committee has reviewed the Group's unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, confirming compliance with applicable accounting standards and requirements, and the external auditor also conducted a review in accordance with Hong Kong Standard on Review Engagements 2410 - The Audit Committee currently comprises **two independent non-executive directors and a non-executive director**, with two independent non-executive directors possessing professional qualifications[73](index=73&type=chunk) - The Audit Committee has reviewed the Group's **unaudited condensed consolidated interim financial information** for the six months ended June 30, 2025, deeming these interim results prepared in compliance with applicable accounting standards, requirements, and the Listing Rules[73](index=73&type=chunk) - The Group's **unaudited condensed consolidated interim financial statements** for the six months ended June 30, 2025, were also reviewed by the Group's external auditor, BDO Limited, in accordance with **Hong Kong Standard on Review Engagements 2410**[73](index=73&type=chunk) [Remuneration Committee](index=34&type=section&id=%E8%96%AA%E9%85%AC%E5%A7%94%E5%93%A1%E6%9C%83) Established in 2000, the Remuneration Committee, predominantly composed of independent non-executive directors, is responsible for formulating remuneration policies - The Remuneration Committee was **established in 2000**, with the majority of its members being **independent non-executive directors**[74](index=74&type=chunk) - The Remuneration Committee currently comprises **two independent non-executive directors and an executive director**[74](index=74&type=chunk) [Nomination Committee](index=34&type=section&id=%E6%8F%90%E5%90%8D%E5%A7%94%E5%93%A1%E6%9C%83) Established in 2005, the Nomination Committee, predominantly composed of independent non-executive directors, is responsible for nominating Board members - The Nomination Committee was **established in 2005**, with the majority of its members being **independent non-executive directors**[75](index=75&type=chunk) - The Nomination Committee currently comprises an **executive director and two independent non-executive directors**[75](index=75&type=chunk) [Compliance with Model Code and Company Guidelines](index=34&type=section&id=%E9%81%B5%E5%AE%88%E6%A8%99%E6%BA%96%E5%AE%88%E5%89%87%E5%8F%8A%E5%85%AC%E5%8F%B8%E6%8C%87%E5%BC%95) The Board has adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules as the standard for directors' securities dealings, confirming full compliance by all directors during the reporting period, and the Company has also adopted written guidelines no less exacting than the Model Code, with no non-compliance by relevant employees - The Board has adopted the **Model Code for Securities Transactions by Directors of Listed Issuers** in Appendix C3 of the Listing Rules as the standard for the Company's directors' securities dealings[76](index=76&type=chunk) - Following specific inquiries, all directors confirmed their **continuous compliance with the Model Code's required standards** throughout the six months ended June 30, 2025, and up to the date of this announcement[76](index=76&type=chunk) - The Company has adopted **written guidelines no less exacting than the Model Code** in accordance with Code Provision C.1.3 of the Corporate Governance Code, with no instances of non-compliance by relevant employees[76](index=76&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=35&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B3%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the six months ended June 30, 2025, **neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities**[77](index=77&type=chunk) [Disclosure Requirements under Listing Rules](index=35&type=section&id=%E4%B8%8A%E5%B8%82%E8%A6%8F%E5%89%87%E7%9A%84%E6%8A%AB%E9%9C%B2%E8%A6%8F%E5%AE%9A) Except as disclosed in this announcement, there were no significant changes in the Company's existing information related to matters in paragraph 46(3) of Appendix D2 of the Listing Rules for the six months ended June 30, 2025, compared to the 2024 annual report - Except as disclosed in this announcement, there were **no significant changes** in the Company's existing information related to matters in **paragraph 46(3) of Appendix D2 of the Listing Rules** for the six months ended June 30, 2025, compared to the 2024 annual report's relevant disclosures[78](index=78&type=chunk) [Publication of Interim Results on HKEX and Company Websites](index=35&type=section&id=%E6%96%BC%E8%81%AF%E4%BA%A4%E6%89%80%E7%B6%B2%E7%AB%99%E5%8F%8A%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%B6%B2%E7%AB%99%E7%99%BC%E4%BD%88%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE) This interim results announcement has been published on the HKEX and Company websites, and the interim report will be dispatched to shareholders and published on the aforementioned websites in due course - This interim results announcement is published on the **HKEX website (www.hkexnews.hk)** and the **Company's website (www.gwpaholdings.com)**[79](index=79&type=chunk) - The Company's interim report for the six months ended June 30, 2025, containing information required by **Appendix D2 of the Listing Rules**, will be dispatched to shareholders and published on the HKEX and Company websites in due course[79](index=79&type=chunk)

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。 BASETROPHY GROUP HOLDINGS LIMITED 基地錦標集團控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8460） 截至二零二五年六月三十日止六個月 中期業績公佈 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM 的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交 所上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在 風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM 上市公司普遍為中小型公司，在GEM 買賣的證券可能會較於主板買賣 之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量 的市場。 本公佈乃遵照聯交所GEM 證券上市規則（「GEM 上市規則」）而刊載，旨在提供有 關基地錦標集團控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）的資料； 本公司董事（「董事」）對此共同及個別承擔全部責 ...

[Interim Results Summary](index=1&type=section&id=Interim%20Results%20Summary) [Financial Performance Overview](index=1&type=section&id=Financial%20Performance%20Overview) The Group's total revenue decreased significantly, but its net loss narrowed due to reduced finance costs Financial Highlights | Metric | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | Change (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 37,100 | 82,300 | (45,200) | -54.9% | | Net Loss | (20,400) | (50,500) | 30,100 | -59.6% | | Deficit attributable to owners of the Company (at period end) | 1,253,600 | 1,208,100 (as at Dec 31, 2024) | 45,500 | 3.8% | - The decrease in revenue was primarily due to a reduction in income from property operations during the review period[3](index=3&type=chunk) - The reduction in net loss was mainly attributable to a decrease in finance costs[3](index=3&type=chunk) [Dividend Recommendation](index=1&type=section&id=Dividend%20Recommendation) The liquidators do not recommend the payment of any interim dividend - The liquidators do not recommend the payment of any interim dividend[4](index=4&type=chunk) [Business Review](index=2&type=section&id=Business%20Review) [Property Development Projects](index=2&type=section&id=Property%20Development%20Projects) The Group's flagship property development project in China is nearing completion and benefits from local government support - The Group's flagship property development project is located in China, adjacent to natural and cultural landmarks, and benefits from local government support[5](index=5&type=chunk) - The integrated resort tourism area, which combines leisure facilities, cultural experiences, and eco-tourism, is approaching completion[5](index=5&type=chunk) [Going Concern Measures](index=2&type=section&id=Going%20Concern%20Measures) The Group has implemented strategic measures to stabilize its financial position and is pursuing legal action to regain control of certain subsidiaries - The Group has implemented targeted measures to stabilize its financial position and lay the foundation for long-term value creation[6](index=6&type=chunk) - Active legal actions are being taken to regain control of certain subsidiaries and a joint venture that were lost since November 2023[6](index=6&type=chunk) - Specific measures include monetizing assets through leasing, joint ventures, and selective disposals; reducing liabilities through creditor negotiations and debt optimization; and exploring new projects in property development, hotel services, themed tourism, and green development[8](index=8&type=chunk) [Company Winding-up and Appointment of Liquidators](index=2&type=section&id=Company%20Winding-up%20and%20Appointment%20of%20Liquidators) The company was ordered to be wound up in March 2024, but proceedings will be permanently stayed once the scheme of arrangement becomes effective - The Company was ordered to be wound up by the High Court of Hong Kong on March 11, 2024[7](index=7&type=chunk) - Mr Man Tak Man and Mr Wong Kwok Keung were appointed as joint and several liquidators on August 14, 2024[7](index=7&type=chunk) - Pursuant to an order dated August 27, 2025, the winding-up proceedings will be permanently stayed and the liquidators discharged, subject to the scheme of arrangement becoming effective[7](index=7&type=chunk) [Corporate Restructuring and Outlook](index=3&type=section&id=Corporate%20Restructuring%20and%20Outlook) [Suspension of Trading and Resumption Status](index=3&type=section&id=Suspension%20of%20Trading%20and%20Resumption%20Status) Trading in the company's shares has been suspended on the Stock Exchange since March 11, 2024, and remains so - Trading in the Company's shares has been suspended on the Stock Exchange since March 11, 2024, and has not yet resumed[9](index=9&type=chunk) [Proposed Restructuring](index=3&type=section&id=Proposed%20Restructuring) The company's debt restructuring via a scheme of arrangement has been approved by creditors and the High Court to resolve most liabilities - The liquidators are working to restructure the Company's debt through restructuring transactions, with the scheme of arrangement approved by the creditors' meeting and the High Court[10](index=10&type=chunk) - If the scheme of arrangement is successfully implemented, the majority of the Company's liabilities will be compromised and discharged through the scheme[11](index=11&type=chunk) [Future Outlook](index=3&type=section&id=Future%20Outlook) The Group anticipates an improving property market in China and is actively pursuing new projects and debt optimization - The Company believes the property market in China will improve and will actively accelerate the destocking of completed properties and explore asset monetization possibilities[12](index=12&type=chunk) - As the property market gradually stabilizes and recovers, real estate investment sentiment is expected to rebound, making property investment a market focus[13](index=13&type=chunk) - The Group is actively negotiating with developers on several new property development projects in major Chinese cities and will consult with various financial institutions to improve its liability and financial capital structure[14](index=14&type=chunk) [Condensed Consolidated Financial Statements](index=5&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group's loss for the period narrowed to HK$20.4 million despite a revenue decline, driven by reduced finance costs and exchange differences Statement of Profit or Loss Highlights | Metric | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | Change (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue (Property Sales) | 37,117 | 82,342 | (45,225) | -54.9% | | Cost of sales and services | (33,405) | (44,418) | 11,013 | -24.8% | | Gross Profit | 3,712 | 37,924 | (34,212) | -90.2% | | Finance costs | (18,009) | (80,604) | 62,595 | -77.7% | | Loss before taxation | (20,425) | (42,458) | 22,033 | -51.9% | | Loss for the period | (20,425) | (50,542) | 30,117 | -59.6% | | Exchange difference on translation to presentation currency | (33,823) | 872 | (34,695) | -3978.8% | | Total comprehensive loss for the period | (45,475) | (49,252) | 3,777 | -7.7% | | Basic and diluted loss per share (HK$) | (0.04) | (0.10) | 0.06 | -60.0% | [Condensed Consolidated Statement of Financial Position](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) The Group's financial position remains under pressure with net current liabilities of HK$1,656.3 million and an increased deficit Statement of Financial Position Highlights | Metric | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 415,915 | 407,746 | 8,169 | 2.0% | | Current assets | 328,263 | 361,769 | (33,506) | -9.3% | | Current liabilities | 1,984,600 | 1,964,462 | 20,138 | 1.0% | | Net current liabilities | (1,656,337) | (1,602,693) | (53,644) | 3.3% | | Total assets less current liabilities | (1,240,422) | (1,194,947) | (45,475) | 3.8% | | Net liabilities | (1,253,547) | (1,208,072) | (45,475) | 3.8% | | Deficit attributable to owners of the Company | (1,253,551) | (1,208,077) | (45,474) | 3.8% | - Properties under development for sale decreased from HK$350.1 million to **HK$316.7 million**[18](index=18&type=chunk) - Bank borrowings, convertible bonds, and bonds totaled approximately **HK$1,521.4 million**, almost all of which is current, while cash and cash equivalents were only about **HK$5.2 million**[24](index=24&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [General Information](index=9&type=section&id=General%20Information) The company is incorporated in Bermuda and primarily engages in property development, leasing, and tourism park operations - The Group's principal activities are the provision of property development and leasing, and the operation of tourism parks[20](index=20&type=chunk) - The Company's functional currency is Renminbi (RMB), and the condensed consolidated financial statements are presented in Hong Kong dollars (HKD)[20](index=20&type=chunk) [Basis of Preparation and Going Concern](index=9&type=section&id=Basis%20of%20Preparation%20and%20Going%20Concern) The financial statements were prepared under HKAS 34, but a material uncertainty exists regarding the Group's ability to continue as a going concern - The condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 and should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2024[21](index=21&type=chunk) - The Company was ordered to be wound up by the High Court on March 11, 2024, and liquidators were appointed on August 14, 2024[22](index=22&type=chunk) - The High Court ordered a permanent stay of the winding-up proceedings on August 27, 2025, subject to the scheme of arrangement becoming effective[22](index=22&type=chunk) - The Group's current liabilities exceeded its current assets by approximately **HK$1,656.3 million**, and it had a capital deficiency of approximately **HK$1,253.5 million**, indicating a material uncertainty regarding its going concern ability[24](index=24&type=chunk)[25](index=25&type=chunk) [Going Concern Considerations and Mitigation Measures](index=10&type=section&id=Going%20Concern%20Considerations%20and%20Mitigation%20Measures) The Group is actively negotiating financing, accelerating property sales, and restructuring debt to address liquidity pressures - The Group is actively negotiating with financial institutions to secure funding for working capital, repayment of overdue borrowings, and future commitments[26](index=26&type=chunk) - Efforts will be made to accelerate the pre-sale and sale of properties under development and completed properties, and to identify potential investors for additional financing[26](index=26&type=chunk) - Debt restructuring is being pursued through a scheme of arrangement to fully discharge and release claims against the Company by its creditors[26](index=26&type=chunk) - The ability to continue as a going concern depends on successfully obtaining new financing, accelerating property sales, negotiating loan renewals or extensions, persuading lenders not to demand immediate repayment, and successfully completing the restructuring transactions[27](index=27&type=chunk)[29](index=29&type=chunk) [Adoption of New/Revised Hong Kong Financial Reporting Standards (HKFRSs)](index=11&type=section&id=Adoption%20of%20New%2FRevised%20Hong%20Kong%20Financial%20Reporting%20Standards%20(HKFRSs)) The adoption of an amendment to HKAS 21 during the period did not have a material impact on the Group's financial statements - An amendment to HKAS 21, "Lack of Exchangeability," was applied for the first time during this interim period[28](index=28&type=chunk) - The application of this amendment did not have a material impact on the Group's financial performance and position for the current and prior years[28](index=28&type=chunk) [Revenue](index=12&type=section&id=Revenue) The Group's revenue, derived entirely from property sales, decreased substantially compared to the prior year period Revenue by Source | Revenue Source | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Property sales (Property development) | 37,117 | 82,342 | [Segment Information](index=12&type=section&id=Segment%20Information) The Group's reportable segments are property development and tourism, with all revenue generated from property development - The Group's reportable segments are: (i) property development and leasing and (ii) tourism park operation[31](index=31&type=chunk) Segment Results | Segment | Six months ended June 30, 2025 (HK$'000) | | :--- | :--- | | Revenue from external customers and segment revenue (Property development and leasing) | 37,117 | | Revenue from external customers and segment revenue (Tourism park operation) | – | | Reportable segment results (Property development and leasing) | (14,850) | | Reportable segment results (Tourism park operation) | – | [Other Gains and Losses, Net](index=13&type=section&id=Other%20Gains%20and%20Losses%2C%20Net) The Group recorded no other net gains or losses during the period, compared to a gain of HK$268 thousand in the prior year Breakdown of Other Gains and Losses | Item | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Interest income | – | 1 | | Others | – | 267 | | Total | – | 268 | [Finance Costs](index=13&type=section&id=Finance%20Costs) Finance costs decreased significantly due to the absence of interest expenses on convertible bonds and bonds Breakdown of Finance Costs | Item | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Interest expense on bank borrowings | 18,009 | 41,313 | | Interest expense on convertible bonds and bonds | – | 39,291 | | Total | 18,009 | 80,604 | [Loss Before Taxation](index=14&type=section&id=Loss%20Before%20Taxation) The loss before taxation was arrived at after charging costs of property sales and depreciation Items Charged in Arriving at Loss Before Taxation | Item | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Cost of properties sold | 33,405 | 44,418 | | Depreciation of property, plant and equipment | 6 | 1 | [Income Tax Expense](index=14&type=section&id=Income%20Tax%20Expense) No income tax expense was recorded due to the absence of assessable profits in Hong Kong and tax losses in China Breakdown of Income Tax Expense | Item | Six months ended June 30, 2025 (HK$'000) | Six months ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Deferred tax (PRC EIT and LAT) | – | 8,084 | - No provision for Hong Kong Profits Tax was made as the Group did not generate any assessable profits in Hong Kong[39](index=39&type=chunk) - No provision for Enterprise Income Tax was made as the Group's subsidiaries in China incurred tax losses[39](index=39&type=chunk) [Dividend](index=15&type=section&id=Dividend) The liquidators do not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The liquidators do not recommend the payment of an interim dividend for the six months ended June 30, 2025[40](index=40&type=chunk) [Loss Per Share](index=15&type=section&id=Loss%20Per%20Share) The basic and diluted loss per share attributable to owners of the Company improved to HK$0.04 Calculation of Loss Per Share | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (HK$'000) | (20,424) | (50,536) | | Weighted average number of shares ('000) | 545,796 | 522,378 | | Basic and diluted loss per share (HK$) | (0.04) | (0.10) | [Trade and Other Payables](index=16&type=section&id=Trade%20and%20Other%20Payables) Total trade and other payables decreased, with trade payables and notes payable aged over 365 days Breakdown of Trade and Other Payables | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Trade payables and notes payable | 52,999 | 74,300 | | Other payables, accruals and deposits received | 65,874 | 60,613 | | Provision for litigation | 1,901 | 1,882 | | Total | 120,774 | 136,795 | - At the end of the reporting period, the aging of all trade payables and notes payable was over 365 days[43](index=43&type=chunk) - The provision for litigation relates to provisions made for the failure to repay bank borrowings[43](index=43&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=Management%20Discussion%20and%20Analysis) [Liquidity and Financial Resources](index=17&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's liquidity remains tight, with significant net liabilities and a low current ratio Key Financial Ratios | Metric | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Net liabilities | 1,253,500 | 1,208,100 | | Net current liabilities | 1,656,300 | 1,602,700 | | Current ratio | 0.17 times | 0.18 times | | Total current assets | 328,300 | 361,800 | | Total current liabilities | 1,984,600 | 1,964,500 | | Gearing ratio | Negative 1.6 times | Negative 1.6 times | - Cash and cash equivalents are mainly denominated in Renminbi and Hong Kong dollars[44](index=44&type=chunk) [Going Concern and Mitigation Measures](index=17&type=section&id=Going%20Concern%20and%20Mitigation%20Measures) The company is implementing measures including financing negotiations, property sales, and debt restructuring to improve its financial condition - Actively negotiating with financial institutions to secure funding for working capital, repayment of overdue borrowings, and foreseeable future commitments[45](index=45&type=chunk) - Striving to accelerate the pre-sale and sale of properties under development and completed properties[45](index=45&type=chunk) - Pursuing debt restructuring through a scheme of arrangement to fully discharge and release claims against the Company by its creditors[46](index=46&type=chunk) [Currency and Financial Risk Management](index=18&type=section&id=Currency%20and%20Financial%20Risk%20Management) The Group faces no significant foreign exchange risk as most transactions are in RMB and HKD, with no currency hedging arrangements in place - The majority of the Group's business is transacted in Renminbi and Hong Kong dollars, and it does not face any significant foreign exchange fluctuation risk[47](index=47&type=chunk) - During the reporting period, the Group did not enter into any currency hedging arrangements[47](index=47&type=chunk) [Pledge of Assets](index=18&type=section&id=Pledge%20of%20Assets) Properties under development and investment properties have been pledged to banks as security for borrowings Pledged Assets | Pledged Asset | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Properties under development for sale | 316,700 | 350,100 | | Investment properties | 149,600 | 149,600 | - The above assets have been pledged to banks as security for borrowings obtained from various parties[48](index=48&type=chunk) [Material Investments Held](index=18&type=section&id=Material%20Investments%20Held) During the review period, the Group held an approximate 51% equity interest in Tianmao Cultural Development (Jiangyin) Co, Ltd - The Group holds an approximate 51% equity interest in Tianmao Cultural Development (Jiangyin) Co, Ltd[49](index=49&type=chunk) [Material Acquisitions and Disposals of Subsidiaries and Associates](index=18&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Associates) The Group had no material acquisitions or disposals of subsidiaries and associates during the review period - During the review period, the Group had no material acquisitions or disposals of subsidiaries and associates[50](index=50&type=chunk) [Management and Employees](index=18&type=section&id=Management%20and%20Employees) The Group maintained a stable workforce of approximately 14 employees and offers competitive remuneration packages Employee Information | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of employees | Approx 14 | Approx 14 | | Total staff costs (HK$'000) | Approx 400 | Approx 400 | - The Group offers competitive remuneration packages and discretionary bonuses to its employees based on industry practice, individual performance, and the Group's performance[51](index=51&type=chunk) [Legal Disputes](index=19&type=section&id=Legal%20Disputes) The Group is involved in legal claims amounting to approximately HK$1.9 million related to defaults on bank loan repayments Legal Claims | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Amount of legal claims | Approx 1,900 | Approx 1,900 | - The legal claims primarily relate to defaults on the repayment of bank borrowings incurred in the ordinary course of business[52](index=52&type=chunk) [Events After the Reporting Period](index=19&type=section&id=Events%20After%20the%20Reporting%20Period) [Proposed Restructuring](index=19&type=section&id=Proposed%20Restructuring) Post-period, the High Court granted a conditional order to permanently stay the winding-up proceedings, contingent on the scheme of arrangement - On August 27, 2025, the High Court granted a conditional order to permanently stay the winding-up proceedings and discharge the liquidators in relation to the Company's debt restructuring scheme of arrangement[54](index=54&type=chunk) [Proposed Acquisition of Dong Zhi Holdings Limited](index=19&type=section&id=Proposed%20Acquisition%20of%20Dong%20Zhi%20Holdings%20Limited) The company entered an agreement to acquire Dong Zhi Holdings Limited, which holds a property development project in Guangzhou - On August 7, 2025, the Company entered into a sale and purchase agreement to acquire the entire issued share capital of Dong Zhi Holdings Limited for a cash consideration of HK$13,000,000[55](index=55&type=chunk) - The target company indirectly holds a property development project located in Huadong Town, Huadu District, Guangzhou, PRC[55](index=55&type=chunk) - Upon completion of the proposed acquisition, the target company will become an indirect wholly-owned subsidiary of the Company, and its financial results will be consolidated into the Group's[55](index=55&type=chunk) [Interim Dividend](index=19&type=section&id=Interim%20Dividend) The liquidators have not declared any interim dividend for the six months ended June 30, 2025 - The liquidators have not declared any interim dividend for the six months ended June 30, 2025[56](index=56&type=chunk) [Corporate Governance and Other Information](index=20&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Compliance with the Corporate Governance Code](index=20&type=section&id=Compliance%20with%20the%20Corporate%20Governance%20Code) The directors were unable to comply with the Corporate Governance Code as their powers have been suspended since the company's winding-up - As the Company is controlled by the liquidators and the directors' powers have been suspended since March 11, 2024, the current directors are unable to comply with the Corporate Governance Code[57](index=57&type=chunk) - The Company is not aware of any non-compliance with the Corporate Governance Code for the six months ended June 30, 2025[57](index=57&type=chunk) [Model Code for Securities Transactions by Directors and Relevant Employees](index=20&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors%20and%20Relevant%20Employees) The company has adopted the Model Code as set out in the Listing Rules and is not aware of any non-compliance during the period - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules[58](index=58&type=chunk) - The Company is not aware of any non-compliance with the required standards set out in the Model Code for the six months ended June 30, 2025[58](index=58&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=20&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period - During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[59](index=59&type=chunk) [Review by Audit Committee](index=20&type=section&id=Review%20by%20Audit%20Committee) The Audit Committee did not review the interim results as its powers were suspended following the winding-up order - As the powers of the directors ceased upon the winding-up order against the Company by the High Court on March 11, 2024, the powers of the Audit Committee were also suspended[60](index=60&type=chunk) - The Audit Committee has not reviewed the interim results[60](index=60&type=chunk) [Publication of Interim Results and Interim Report](index=20&type=section&id=Publication%20of%20Interim%20Results%20and%20Interim%20Report) This announcement is published on the Stock Exchange website, and the interim report will be dispatched to shareholders in due course - This announcement is published on the website of the Stock Exchange (www.hkexnews.hk)[61](index=61&type=chunk) - The interim report of the Company for the review period will be dispatched to the shareholders of the Company and published on the Stock Exchange's website in due course[61](index=61&type=chunk) [Continued Suspension of Trading](index=20&type=section&id=Continued%20Suspension%20of%20Trading) Trading in the company's shares has been suspended since March 11, 2024, and will remain suspended until further notice - Trading in the shares of the Company has been suspended on the Stock Exchange with effect from 11:56 am on March 11, 2024[62](index=62&type=chunk) - Trading in the shares remains suspended and will continue to be suspended until further notice[62](index=62&type=chunk) [Liquidators' Statement](index=21&type=section&id=Liquidators'%20Statement) The liquidators disclaim responsibility for the interim results due to limited information and are acting as agents of the company without personal liability - Due to the limited information available to the liquidators regarding the Group, they are unable to confirm the completeness, existence, and accuracy of the Group's past performance[64](index=64&type=chunk) - The liquidators do not accept or assume responsibility for any use of these interim results or for any reliance placed on them by any person to whom they are presented or who may obtain them[64](index=64&type=chunk) - The affairs, business, and property of the Company are being managed by the joint and several liquidators solely as agents of the Company and without personal liability[66](index=66&type=chunk)

Financial Performance - Revenue for the six months ended June 30, 2025, was RMB 1,022,337 thousand, a decrease of 39.7% compared to RMB 1,693,242 thousand for the same period in 2024[3] - Gross loss for the period was RMB 8,807 thousand, compared to a gross profit of RMB 21,965 thousand in the previous year, indicating a significant decline in profitability[3] - Net loss for the period was RMB 109,682 thousand, compared to a net loss of RMB 101,719 thousand in the same period last year, reflecting a 7.7% increase in losses[4] - Basic and diluted loss per share attributable to ordinary shareholders was RMB 3.28, compared to RMB 3.04 in the previous year, indicating a worsening of per-share performance[4] - The company reported a total comprehensive loss of RMB 114,496 thousand for the period, compared to RMB 104,618 thousand in the previous year, indicating an increase in overall losses[5] - The group reported a pre-tax loss of RMB 109,117,000 for the six months ended June 30, 2025, compared to a loss of RMB 101,147,000 in 2024[21] - The net loss attributable to shareholders was approximately RMB 109.1 million, compared to a net loss of approximately RMB 101.1 million in the same period of 2024, primarily due to gross loss and significant impairment of trade receivables[54] Assets and Liabilities - Total current assets decreased to RMB 2,233,521 thousand from RMB 3,187,190 thousand, a decline of 30% year-over-year[6] - Total current liabilities decreased to RMB 1,951,135 thousand from RMB 2,748,573 thousand, a reduction of 29% year-over-year[6] - Non-current assets totaled RMB 788,733 thousand, slightly down from RMB 795,839 thousand at the end of 2024[6] - Cash and cash equivalents decreased to RMB 124,249 thousand from RMB 270,699 thousand, a decline of 54%[6] - The total accounts receivable as of June 30, 2025, was RMB 1,206,104,000, down from RMB 1,652,443,000 as of December 31, 2024[24] - As of June 30, 2025, the total accounts receivable, net of bad debt provisions, amounted to RMB 1,206,104,000, a decrease of 27% from RMB 1,652,443,000 as of December 31, 2024[25] - Contract assets totaled RMB 116,411,000 as of June 30, 2025, down from RMB 129,726,000 as of December 31, 2024, reflecting a decrease of approximately 10%[26] - Prepayments and other receivables decreased to RMB 208,672,000 as of June 30, 2025, compared to RMB 246,157,000 as of December 31, 2024, representing a decline of about 15%[27] - Trade payables and notes payable totaled RMB 948,041,000 as of June 30, 2025, a significant reduction of 39% from RMB 1,563,184,000 as of December 31, 2024[27] Cash Flow and Financing - The net cash flow from operating activities for the six months ended June 30, 2025, was RMB 57,405 thousand, compared to a negative cash flow of RMB 121,717 thousand in the same period of 2024[8] - The total cash and cash equivalents decreased by RMB 147,170 thousand for the six months ended June 30, 2025, compared to a decrease of RMB 379,652 thousand in the same period of 2024[8] - The financing costs for the six months ended June 30, 2025, were RMB (22,308) thousand, compared to RMB (31,355) thousand in the same period of 2024, reflecting a decrease of approximately 29%[14] - The financing costs decreased by 29.0% to approximately RMB 22.3 million from approximately RMB 31.4 million in the first half of 2024, as the company optimized financing channels[52] Operational Efficiency - The inventory turnover days increased to 65 days from 35 days as of December 31, 2024, due to a strategic reduction in order volume and shipments in response to unfavorable market pricing[55] - Administrative expenses decreased to approximately RMB 81.9 million from approximately RMB 102.8 million in the same period of 2024, attributed to enhanced operational efficiency and strict cost control[49] - Sales and distribution expenses recorded a net income of approximately RMB 12.3 million, a significant change from a net expense of approximately RMB 38.9 million in the first half of 2024, primarily due to a large reversal of warranty provisions[48] Market and Industry Trends - The photovoltaic industry is experiencing a continuous demand growth trend, supported by global energy transition policies and technological advancements[30] - The photovoltaic industry is facing severe challenges due to a long-term decline in sales prices below cost since 2024, leading to significant financial downturns for many companies[63] - The Chinese government is promoting market adjustments through policies aimed at boosting domestic demand and enhancing the international value of "Made in China" products[64] - The photovoltaic market in China has shifted from policy-driven to market-driven competition, marking a new phase in the industry[64] Product Development and Innovation - The company has not disclosed any new product developments or market expansion strategies during this reporting period[2] - The group focuses on high-efficiency monocrystalline products, including N-type modules and large-size modules, which have become mainstream in the market[33] - The group has established a research collaboration with Southeast University to enhance BIPV component efficiency and reduce production costs[37] - The group has received over 50 patents for its BIPV components and zero-carbon mobile buildings, strengthening its market competitiveness[37] Strategic Initiatives - The group plans to strengthen strategic cooperation with leading state-owned enterprises and key customers in the distributed photovoltaic sector to accelerate the research and application of new high-efficiency component technologies[67] - The international market strategy includes a dual approach of "key customers + localization," focusing on consolidating strategic partnerships with overseas clients and building localized sales teams[67] - The group will establish a comprehensive risk management system to address price fluctuations, policy, and technology risks, supporting supply-demand rebalancing and the release of technological dividends[67] Corporate Governance - The board does not recommend the distribution of interim dividends for the six months ending June 30, 2025[68] - The audit committee has reviewed the accounting principles and practices adopted by the group and assessed internal controls and financial reporting matters for the six months ending June 30, 2025[72] - No significant events affecting the group have occurred since June 30, 2025[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告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不會對本公告的全部或任何部分內容所產生或 因依賴該等內容而引致的任何損失承擔任何責任。 SICC CO., LTD. 山東天岳先進科技股份有限公司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：2631） 截至2025年6月30日止六個月的中期業績公告 財務摘要 山東天岳先進科技股份有限公司（「公司」或「本公司」）董事（「董事」）會（「董事 會」）謹此宣佈本公司及其附屬公司（「集團、本集團」）截至2025年6月30日止六 個月（「報告期」）的未經審計綜合中期業績，以及截至2024年6月30日止六個月 未經審計的比較數據。 本集團截至2025年6月30日止六個月的中期簡明綜合財務報表（「中期財務資料」） 已由本公司根據國際會計準則第34號中期財務報告（「國際會計準則第34號」）編 製。中期財務資料未經審計，惟已由本公司董事會審計委員會（由獨立非執行 董事李洪輝先生、劉華女士及黎國鴻先生組成）審閱，審計委員會已審閱本公 司採用的會計原則及常規並討論本公司有關風險管理及內部控制的事項。 ...

[Corporate Information](index=3&type=section&id=Corporate%20Information) This section outlines V.C. Group Limited's governance structure, including board members, committee compositions, key management, registration details, auditors, principal bankers, and share registrars [Board Members and Committees](index=3&type=section&id=Board%20Members%20and%20Committees) This section details the executive and independent non-executive directors, along with the composition of the company's key governance committees - Executive Directors include FU Yiu Man (Chairman), WONG Kam Fat (Vice Chairman), LIAN Haijiang, and LI Chen[5](index=5&type=chunk)[6](index=6&type=chunk) - Independent Non-executive Directors include WONG Chung Kin, SIU Miu Man, and AU Tin Fung[5](index=5&type=chunk)[6](index=6&type=chunk) - The company has an Executive Committee, Audit Committee, Remuneration Committee, and Nomination Committee, ensuring a robust corporate governance structure[5](index=5&type=chunk)[6](index=6&type=chunk) [Company Basic Information](index=4&type=section&id=Company%20Basic%20Information) This section provides essential company details such as authorized representatives, registered office, auditors, principal bankers, stock code, and website - Authorized representatives are Mr. FU Yiu Man and Ms. LAI Choi Ling, with Ms. LAI Choi Ling also serving as Company Secretary[8](index=8&type=chunk)[9](index=9&type=chunk) - The company's registered office is located at 6th Floor, Central Commercial Building, 181-185 Gloucester Road, Wanchai, Hong Kong[8](index=8&type=chunk)[9](index=9&type=chunk) - Auditor is BCT CPA Limited, and principal bankers include Industrial and Commercial Bank of China (Asia) Limited, Hang Seng Bank Limited, and Bank of China (Hong Kong) Limited[8](index=8&type=chunk)[9](index=9&type=chunk) - The company's stock code is **821**, and its website is http://www.vcgroup.com.hk[8](index=8&type=chunk)[9](index=9&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This section comprehensively reviews V.C. Group Limited's business operations, industry environment, financial performance, and future strategies for the six months ended June 30, 2025 [Group Business Overview](index=5&type=section&id=Group%20Business%20Overview) The Group is a financial services conglomerate primarily engaged in financial services, proprietary trading, and property investment businesses - The Group is a financial services group primarily providing financial services, proprietary trading, and property investment businesses[10](index=10&type=chunk)[12](index=12&type=chunk) - Financial services cover securities brokerage and trading, financing services, corporate finance and other advisory services, asset management, and insurance brokerage businesses[10](index=10&type=chunk)[12](index=12&type=chunk) - Services primarily target Greater China clients and have expanded into property investment[10](index=10&type=chunk)[12](index=12&type=chunk) [Industry Overview](index=5&type=section&id=Industry%20Overview) The Hong Kong capital market showed strong performance in the first half of 2025, with significant increases in trading volume and derivatives turnover, attracting international capital - The Hong Kong capital market experienced a breakthrough performance in the first half of 2025, with significantly increased turnover and derivatives trading volume[11](index=11&type=chunk)[13](index=13&type=chunk) - The Hang Seng Index rose approximately **20%** year-to-date, ranking among the best-performing indices globally[11](index=11&type=chunk)[13](index=13&type=chunk) - Hong Kong's market capitalization reached **HK$42.7 trillion**, a **33%** year-on-year increase; new share fundraising surged **695%** year-on-year; average daily turnover increased over twofold to **HK$240.2 billion**[11](index=11&type=chunk)[13](index=13&type=chunk) - The market demonstrated strong resilience amidst geopolitical uncertainties, attracting international capital inflows and solidifying Hong Kong's position as a leading global financial center[11](index=11&type=chunk)[13](index=13&type=chunk) [Business Review](index=6&type=section&id=Business%20Review) The Group focused on comprehensive financial services, benefiting from capital market growth, with significant increases in brokerage, underwriting, and insurance brokerage commissions, while exploring fintech and crypto through a convertible bond issuance [Financial Services](index=6&type=section&id=Financial%20Services) The Group continued to provide high-quality, comprehensive financial services, leveraging core technology and experience, with significant growth in brokerage and underwriting commissions - The Group continues to focus on providing high-quality, comprehensive financial services, utilizing its core technology and extensive experience[15](index=15&type=chunk)[17](index=17&type=chunk) - Breakthrough developments in the capital market and increased participation from mainland clients in the first half of 2025 led to significant growth in brokerage commissions, underwriting, sub-underwriting, placing, and sub-placing commissions, as well as insurance brokerage commissions[15](index=15&type=chunk)[17](index=17&type=chunk) [Convertible Bond Issuance and Collaboration with Monochrome Group](index=6&type=section&id=Convertible%20Bond%20Issuance%20and%20Collaboration%20with%20Monochrome%20Group) The company issued HK$5 million in convertible bonds and entered into an MOU with Monochrome Group to explore fintech and crypto business development - The company issued convertible bonds with a total principal amount of **HK$5 million** on June 13, 2025, bearing **1%** annual interest, with a 2-year term, convertible into up to **12.5 million** shares, and completed subscription on June 25, 2025[16](index=16&type=chunk)[18](index=18&type=chunk) - The company entered into a Memorandum of Understanding with Monochrome Group to consider investing in its equity, debt instruments, or other financial notes, and to establish joint ventures or startups to develop fintech businesses, with mutual intent to collaborate on crypto infrastructure and crypto businesses[19](index=19&type=chunk)[20](index=20&type=chunk) Convertible Bond Subscription Proceeds Usage | Purpose | Proposed Amount (HK$ thousand) | Actual Amount Used as of June 30, 2025 (HK$ thousand) | Remaining Unused Amount (HK$ thousand) | Expected Usage Timeline | | :--- | :--- | :--- | :--- | :--- | | General working capital | 2,900 | – | 2,900 | Expected to be fully utilized before December 31, 2025 | | Debt repayment | 2,000 | – | 2,000 | | | **Total** | **4,900** | **–** | **4,900** | | - Revenue decreased during the reporting period, primarily due to lower client interest income; the company will continue to explore new businesses to diversify its revenue base[21](index=21&type=chunk)[22](index=22&type=chunk) [Traditional Brokerage and Financing Business](index=8&type=section&id=Traditional%20Brokerage%20and%20Financing%20Business) Traditional brokerage and financing remained the Group's primary revenue source, accounting for approximately 76% of total revenue, with services including securities trading, placing, underwriting, and margin financing - Traditional brokerage and financing business remains the Group's primary revenue source, accounting for approximately **76%** of its total revenue (compared to **83%** in the same period last year)[24](index=24&type=chunk)[28](index=28&type=chunk) - The Group provides local and overseas securities trading, placing, underwriting, and margin financing services through V.C. Securities[24](index=24&type=chunk)[28](index=28&type=chunk) - Additionally, it offers M&A advisory services through V.C. Corporate Finance and company secretarial services through V.C. Secretarial Services[24](index=24&type=chunk)[28](index=28&type=chunk) [Asset Management and Insurance Brokerage Business](index=8&type=section&id=Asset%20Management%20and%20Insurance%20Brokerage%20Business) Both asset management and insurance brokerage segments experienced continuous revenue growth due to new partnership fund investments and an increase in insured clients - Revenue from both the asset management and insurance brokerage segments continued to grow due to investments in new partnership funds since September 2024 and an increase in the number of insured clients[25](index=25&type=chunk)[29](index=29&type=chunk) [Proprietary Trading Business](index=8&type=section&id=Proprietary%20Trading%20Business) The proprietary trading business saw a 28% decrease in the market value of financial assets held for trading, primarily concentrated in consumer goods and services, with a significant share sale of Tianji Holdings Limited - As of June 30, 2025, the Group held financial assets for trading (including Hong Kong-listed equity securities) valued at approximately **HK$84.3 million**, a **28%** decrease in market value compared to December 31, 2024[26](index=26&type=chunk)[30](index=30&type=chunk) - During the reporting period, the Group's held stocks were primarily concentrated in the consumer goods and services industry[26](index=26&type=chunk)[30](index=30&type=chunk) - The Group sold **31,302,000** shares of Tianji Holdings Limited between August 5, 2024, and January 2, 2025, for a total consideration of approximately **HK$6.67 million**[27](index=27&type=chunk)[30](index=30&type=chunk) [Outlook](index=9&type=section&id=Outlook) The Group aims to maintain high-level services, adopt prudent financing strategies, optimize resource allocation, and actively explore new business and investment opportunities, particularly in the cryptocurrency sector, to achieve steady growth - The Group will continue to strive to maintain high-level services for its clients and adopt a prudent approach to its financing business[31](index=31&type=chunk)[32](index=32&type=chunk) - The Group will optimize resource allocation and actively explore new business and investment opportunities across various industries to drive steady business growth[31](index=31&type=chunk)[32](index=32&type=chunk) - Referring to the Memorandum of Understanding with Monochrome, the Group intends to strengthen its capital position to open up development opportunities in the cryptocurrency sector[31](index=31&type=chunk)[32](index=32&type=chunk) [Financial Review](index=9&type=section&id=Financial%20Review) For the six months ended June 30, 2025, the Group's revenue from continuing operations decreased by 8% to HK$31.8 million, but the consolidated loss narrowed by 25% to HK$49.3 million, driven by reduced net realized and unrealized losses on financial assets, impairment losses on receivables, and staff costs [Overall Financial Performance](index=9&type=section&id=Overall%20Financial%20Performance) The Group's consolidated revenue from continuing operations decreased by 8% to HK$31.8 million, while the consolidated loss narrowed by 25% to HK$49.3 million, primarily due to reduced losses from financial assets and lower staff costs - For the six months ended June 30, 2025, the Group's consolidated revenue from continuing operations was approximately **HK$31.8 million**, a decrease of approximately **8%** compared to the same period in 2024[33](index=33&type=chunk)[35](index=35&type=chunk) - The consolidated loss for the period was approximately **HK$49.3 million**, a decrease of approximately **25%** compared to approximately **HK$65.9 million** in the same period in 2024[33](index=33&type=chunk)[35](index=35&type=chunk) - The reduction in loss was mainly due to a decrease of approximately **HK$11.8 million** in net realized and unrealized losses on financial assets held for trading, a decrease of approximately **HK$7.8 million** in impairment losses on accounts receivable, and a decrease of approximately **HK$3.5 million** in staff costs[34](index=34&type=chunk)[35](index=35&type=chunk) [Revenue and Segment Performance Analysis](index=10&type=section&id=Revenue%20and%20Segment%20Performance%20Analysis) This section provides a detailed breakdown of the Group's revenue by source and the performance of each business segment, highlighting changes in contributions and profitability Revenue Analysis (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Proportion of Total Revenue (%) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | Proportion of Total Revenue (%) | Increase (Decrease) (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Brokerage and financing | 24,337 | 76% | 28,624 | 83% | (15%) | | Brokerage commissions and other related fees | 2,712 | 8% | 2,143 | 6% | 27% | | Underwriting, sub-underwriting, placing and sub-placing commissions | 530 | 2% | 178 | – | 198% | | Interest income from brokerage clients | 8,777 | 27% | 10,342 | 30% | (15%) | | Interest income from money lending clients | 12,318 | 39% | 15,961 | 47% | (23%) | | Corporate finance and other advisory services | 1,772 | 5% | 2,667 | 8% | (34%) | | Asset management | 1,784 | 6% | 811 | 2% | 120% | | Insurance brokerage | 3,740 | 12% | 2,511 | 7% | 49% | | Proprietary trading | – | – | – | – | – | | Property investment | 210 | 1% | 70 | – | 200% | | **Total Revenue** | **31,843** | **100%** | **34,683** | **100%** | **(8%)** | Segment Results | Segment | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Brokerage and financing | (1,070) | (6,170) | | Corporate finance and other advisory services | (1,706) | (1,556) | | Asset management | 1,439 | (279) | | Insurance brokerage | (8) | (198) | | Proprietary trading | (31,744) | (44,679) | | Property investment | (423) | (3) | | **Group Segment Loss** | **(33,512)** | **(52,885)** | [Brokerage and Financing Business](index=12&type=section&id=Brokerage%20and%20Financing%20Business) Brokerage and financing revenue decreased by 15% to HK$24.3 million, accounting for 76% of total revenue, with growth in brokerage commissions offset by a 20% decline in financing interest income due to lower prime rates and a cautious approach to new lending - Total revenue from brokerage and financing business was approximately **HK$24.3 million**, a year-on-year decrease of approximately **15%**, accounting for approximately **76%** of the Group's total revenue[41](index=41&type=chunk)[45](index=45&type=chunk) - Brokerage commissions and other related fees were approximately **HK$2.7 million**, a year-on-year increase of approximately **27%**; placing and underwriting commissions were approximately **HK$0.5 million**, a year-on-year increase of **198%**[42](index=42&type=chunk)[43](index=43&type=chunk)[46](index=46&type=chunk) - Total interest income from financing business was approximately **HK$21.1 million**, a year-on-year decrease of approximately **20%**, mainly due to lower bank prime rates and no new loans granted in the money lending business[44](index=44&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) - As of June 30, 2025, the money lending business had **25** active loan accounts, with an average loan amount of approximately **HK$14.4 million** and interest rates ranging from **8% to 18%** per annum[50](index=50&type=chunk)[52](index=52&type=chunk)[54](index=54&type=chunk)[57](index=57&type=chunk) - Given the post-pandemic economic conditions and market sentiment, the company decided to adopt a more prudent approach to its money lending business, strictly screening new loan approvals, and strengthening management of existing receivables and cash position[76](index=76&type=chunk)[78](index=78&type=chunk) Key Terms of Loan Approvals | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of active loan accounts | 25 | 25 | | Average loan amount | HK$14,400,000 | HK$14,100,000 | | Percentage of total receivables and interest from largest client | 10% | 10% | | Percentage of total receivables and interest from top five clients | 41% | 40% | | Average term | 9.2 months | 9.2 months | | Interest rate range (annual) | 8% to 18% | 8% to 18% | Secured vs. Unsecured Loans | Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Percentage of loans with collateral ("Secured Loans") to total loans | 39% | 37% | | Average term (Secured) | 11.7 months | 11.7 months | | Interest rate range (annual) (Secured) | 12% to 18% | 12% to 18% | | Percentage of loans without collateral ("Unsecured Loans") to total loans | 61% | 63% | | Average term (Unsecured) | 7.8 months | 7.8 months | | Interest rate range (annual) (Unsecured) | 8% to 18% | 8% to 18% | - For the six months ended June 30, 2025, the brokerage and financing business recorded an operating loss after tax of approximately **HK$1.1 million**, a narrowing from the **HK$6.2 million** loss in the same period last year[105](index=105&type=chunk)[107](index=107&type=chunk) [Corporate Finance and Other Advisory Services](index=26&type=section&id=Corporate%20Finance%20and%20Other%20Advisory%20Services) Corporate finance and other advisory services recorded revenue of HK$1.8 million, a 34% year-on-year decrease, resulting in a post-tax loss of HK$1.7 million - The company's corporate finance and other advisory services business recorded revenue of approximately **HK$1.8 million** (2024: **HK$2.7 million**), a year-on-year decrease of **34%**[109](index=109&type=chunk)[112](index=112&type=chunk) - This business recorded a post-tax loss of approximately **HK$1.7 million** (2024: **HK$1.6 million**), accounting for approximately **5%** of the Group's total revenue[109](index=109&type=chunk)[112](index=112&type=chunk) [Asset Management Business](index=27&type=section&id=Asset%20Management%20Business) Asset management business revenue increased by 125% to HK$1.8 million, resulting in a post-tax profit of HK$1.4 million, primarily driven by partnership fund investments in European new energy projects - The company's asset management business recorded revenue of approximately **HK$1.8 million** (2024: **HK$0.8 million**), a year-on-year increase of **125%**[110](index=110&type=chunk)[113](index=113&type=chunk) - This business recorded a post-tax profit of approximately **HK$1.4 million** (2024: loss of approximately **HK$0.3 million**), accounting for approximately **6%** of the Group's total revenue[110](index=110&type=chunk)[113](index=113&type=chunk) - Revenue growth was mainly due to partnership fund investments in European new energy projects[110](index=110&type=chunk)[113](index=113&type=chunk) [Insurance Brokerage Business](index=27&type=section&id=Insurance%20Brokerage%20Business) Insurance brokerage business revenue increased by 48% to HK$3.7 million, with the operating loss significantly narrowed to HK$8 thousand, primarily due to referrals from independent third parties - The Group's insurance brokerage business recorded revenue of approximately **HK$3.7 million** (2024: **HK$2.5 million**), a year-on-year increase of **48%**[111](index=111&type=chunk)[114](index=114&type=chunk) - This business recorded an operating loss of approximately **HK$8 thousand** (2024: **HK$198 thousand**), with the loss significantly narrowed, mainly due to referrals from independent third parties[111](index=111&type=chunk)[114](index=114&type=chunk) [Proprietary Trading Business](index=28&type=section&id=Proprietary%20Trading%20Business) As of June 30, 2025, the proprietary trading business's Hong Kong-listed equity securities decreased by 28% to HK$84.3 million, representing 21% of total assets, and incurred a net loss of HK$29.6 million due to underperforming securities, despite strict investment policies - As of June 30, 2025, the Group held approximately **HK$84.3 million** in Hong Kong-listed equity securities, a **28%** decrease in market value compared to December 31, 2024, accounting for approximately **21%** of the Group's total assets[116](index=116&type=chunk)[119](index=119&type=chunk) - The company has formulated a securities investment policy aimed at enhancing returns on cash balances not used in daily business operations and limiting associated risks[117](index=117&type=chunk)[120](index=120&type=chunk) - Total investment shall not exceed **HK$500 million**, single stock investment not exceeding **HK$70 million**, and single stock holding not exceeding **10%** of total outstanding shares[117](index=117&type=chunk)[120](index=120&type=chunk) - In the first half of 2025, the Group's proprietary trading business recorded no revenue but recognized a net loss of approximately **HK$29.6 million** (including realized losses of approximately **HK$7.5 million** and unrealized losses of approximately **HK$22.1 million**), a narrowing from the loss in the same period in 2024[128](index=128&type=chunk)[129](index=129&type=chunk) Unrealized Gains/(Losses) by Industry | Industry | Percentage of Group's Total Asset Market Value (%) | Unrealized Gains/(Losses) for the Six Months Ended June 30, 2025 (HK$ million) | | :--- | :--- | :--- | | Information Technology | 0.5% | 0.4 | | Energy | 0.6% | 0.3 | | Industrials | 7.6% | (23.5) | | Consumer Discretionary | 10.0% | 3.1 | | Financials | 2.1% | (2.4) | | **Total** | **20.8%** | **(22.1)** | - Overall, the proprietary trading business recorded an operating loss of approximately **HK$31.7 million** for the six months ended June 30, 2025 (2024: **HK$44.7 million**)[131](index=131&type=chunk)[135](index=135&type=chunk) [Property Investment](index=32&type=section&id=Property%20Investment) Property investment business revenue increased by 200% to HK$0.21 million, but the post-tax loss expanded to HK$0.423 million - The Group's property investment business recorded revenue of approximately **HK$0.21 million** (2024: **HK$0.07 million**), a year-on-year increase of **200%**[132](index=132&type=chunk)[136](index=136&type=chunk) - This business recorded a post-tax loss of approximately **HK$0.423 million** (2024: **HK$3 thousand**), with the loss expanding[132](index=132&type=chunk)[136](index=136&type=chunk) [Income Tax Credit/Expense](index=32&type=section&id=Income%20Tax%20Credit%2FExpense) The Group recognized an income tax credit of HK$43 thousand for the six months ended June 30, 2025, primarily related to convertible bonds, a shift from an expense in the prior year - For the six months ended June 30, 2025, the Group recognized an income tax credit of approximately **HK$43 thousand** (2024: expense of **HK$143 thousand**), primarily related to convertible bonds[133](index=133&type=chunk)[137](index=137&type=chunk) [Finance Costs](index=32&type=section&id=Finance%20Costs) The Group's finance costs increased by 31.6% to HK$2.5 million for the six months ended June 30, 2025 - For the six months ended June 30, 2025, the Group's finance costs were approximately **HK$2.5 million** (2024: **HK$1.9 million**), a year-on-year increase of **31.6%**[134](index=134&type=chunk)[138](index=138&type=chunk) [Number of Employees and Employee Information](index=33&type=section&id=Number%20of%20Employees%20and%20Employee%20Information) As of June 30, 2025, the Group employed 63 staff and 10 self-employed client executives, with staff costs decreasing by HK$3.8 million due to human resource restructuring - As of June 30, 2025, the Group employed a total of **63** employees (December 31, 2024: **56**), plus **10** self-employed client executives[139](index=139&type=chunk)[142](index=142&type=chunk) - Salaries and staff welfare costs were approximately **HK$15.6 million** (2024: **HK$19.4 million**), a year-on-year decrease of approximately **HK$3.8 million**, mainly due to human resource restructuring for cost savings[139](index=139&type=chunk)[142](index=142&type=chunk) [Liquidity and Financial Resources/Capital Structure](index=33&type=section&id=Liquidity%20and%20Financial%20Resources%2FCapital%20Structure) The Group funds operations through internal resources, cash from operations, convertible bonds, and margin loans, maintaining a satisfactory liquidity ratio of approximately 8 times despite a 12% decrease in net current assets and shareholders' equity - The Group primarily funds its business operations and investments through internal resources, cash generated from operating activities, convertible bonds, and margin loans[140](index=140&type=chunk)[143](index=143&type=chunk) - As of June 30, 2025, bank balances and cash were approximately **HK$19.4 million**, an increase of approximately **5%** compared to December 31, 2024[146](index=146&type=chunk)[150](index=150&type=chunk) - Net current assets were approximately **HK$308.9 million**, and shareholders' equity was approximately **HK$337.8 million**, both decreasing by **12%** compared to December 31, 2024[146](index=146&type=chunk)[150](index=150&type=chunk) - The current ratio remained at a satisfactory level of approximately **8 times**[146](index=146&type=chunk)[150](index=150&type=chunk) [Pledge of Group Assets](index=34&type=section&id=Pledge%20of%20Group%20Assets) As of June 30, 2025, trading securities valued at HK$54.4 million were pledged for margin financing, and property valued at HK$14.2 million was pledged for a HK$9 million loan - As of June 30, 2025, trading securities with a fair value of approximately **HK$54.4 million** were pledged to certain brokerage firms to obtain margin financing[149](index=149&type=chunk)[153](index=153&type=chunk) - Property with a fair value of approximately **HK$14.2 million** was pledged to secure a **HK$9 million** loan from an independent money lender[154](index=154&type=chunk)[158](index=158&type=chunk) [Foreign Exchange Risk](index=35&type=section&id=Foreign%20Exchange%20Risk) The Group's policy is to minimize foreign exchange risk by using local currencies, with most major business conducted in HKD, resulting in negligible RMB foreign exchange risk - The Group's policy is for each operating entity to use local currency as much as possible to reduce foreign exchange-related risks[155](index=155&type=chunk)[159](index=159&type=chunk) - The majority of major business is conducted in Hong Kong Dollars, resulting in negligible Renminbi foreign exchange risk, thus no hedging is required[155](index=155&type=chunk)[159](index=159&type=chunk) [Contingent Liabilities](index=35&type=section&id=Contingent%20Liabilities) As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities or pending litigations - As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities or pending litigations[156](index=156&type=chunk)[160](index=160&type=chunk) [Gearing Ratio](index=35&type=section&id=Gearing%20Ratio) The Group's gearing ratio was approximately 15% as of June 30, 2025, an increase from 13% at December 31, 2024 - As of June 30, 2025, the Group's gearing ratio was approximately **15%** (December 31, 2024: **13%**)[157](index=157&type=chunk)[161](index=161&type=chunk) [Significant Investments Held, Their Performance and Future Prospects](index=35&type=section&id=Significant%20Investments%20Held%2C%20Their%20Performance%20and%20Future%20Prospects) As of June 30, 2025, the Group held 63.24 million shares of Grand Ocean Advanced Resources Company Limited (stock code: 1341) with a fair value of HK$25.3 million, representing 6% of total assets, but the share price fell by 49%, and all shares were sold in July 2025 - As of June 30, 2025, the Group held **63,240,000** shares of Grand Ocean Advanced Resources Company Limited (stock code: 1341) with a fair value of approximately **HK$25.3 million**, accounting for approximately **6%** of the Group's total assets[164](index=164&type=chunk)[167](index=167&type=chunk) - The investment cost was approximately **HK$33.7 million**, and its share price fell by approximately **49%** for the six months ended June 30, 2025[164](index=164&type=chunk)[167](index=167&type=chunk) - The Group sold all its shares in Grand Ocean Advanced Resources Company Limited in July 2025[164](index=164&type=chunk)[167](index=167&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=36&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) For the six months ended June 30, 2025, the Group completed no material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group completed no material acquisitions or disposals[165](index=165&type=chunk)[168](index=168&type=chunk) [Future Plans for Material Investments or Capital Assets and Their Expected Funding Sources for the Coming Year](index=36&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets%20and%20Their%20Expected%20Funding%20Sources%20for%20the%20Coming%20Year) As of June 30, 2025, the Group had no other plans for material investments or capital assets for the coming year, nor any significant contracted but unprovided commitments for property and equipment additions - As of June 30, 2025, the Group had no other plans for material investments or capital assets for the coming year, nor any significant contracted but unprovided commitments for property and equipment additions[166](index=166&type=chunk)[169](index=169&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=37&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This statement presents the unaudited financial results for the six months ended June 30, 2025, showing revenue from continuing operations of HK$31.843 million and a consolidated loss of HK$49.287 million, which narrowed from the prior year Key Financial Data (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Revenue | 31,843 | 34,683 | | Other income | 150 | 900 | | Net other gains and losses | (31,544) | (41,155) | | Net impairment losses on accounts receivable | (12,499) | (20,303) | | Staff costs | (16,569) | (20,100) | | Commission expenses | (3,784) | (2,849) | | Depreciation and amortization | (3,041) | (3,929) | | Finance costs | (2,539) | (1,876) | | Other operating expenses | (11,345) | (9,390) | | Share of results of associates | (2) | (15) | | **Loss before tax** | **(49,330)** | **(64,074)** | | Income tax credit (expense) | 43 | (143) | | **Loss for the period from continuing operations** | **(49,287)** | **(64,217)** | | Loss for the period from discontinued operations | – | (1,724) | | **Loss for the period** | **(49,287)** | **(65,941)** | Loss Per Share (HK cents) | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Continuing and discontinued operations (Basic and Diluted) | (1.99) | (2.64) | | Continuing operations (Basic and Diluted) | (1.99) | (2.60) | [Condensed Consolidated Statement of Financial Position](index=39&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This statement presents the unaudited financial position as of June 30, 2025, showing total assets less current liabilities of HK$358 million and net assets of HK$337.8 million, with net current assets of HK$308.9 million and a satisfactory current ratio of approximately 8 times Key Financial Position Data | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | **Non-current assets** | | | | Goodwill | 7,630 | 7,630 | | Other intangible assets | 3,857 | 4,000 | | Investment properties | 14,230 | 14,230 | | Right-of-use assets | 4,913 | 7,526 | | Financial assets at fair value through other comprehensive income | 14,312 | 14,312 | | **Total non-current assets** | **49,067** | **52,458** | | **Current assets** | | | | Accounts receivable | 248,312 | 261,982 | | Financial assets at fair value through profit or loss | 84,322 | 116,436 | | Bank balances and cash | 19,373 | 18,391 | | **Total current assets** | **355,218** | **399,143** | | **Current liabilities** | | | | Accounts payable | 5,953 | 2,003 | | Other borrowings | 9,000 | 9,000 | | Margin loan payables | 18,627 | 20,318 | | Lease liabilities | 3,795 | 4,586 | | **Total current liabilities** | **46,272** | **49,499** | | **Net current assets** | **308,946** | **349,644** | | **Non-current liabilities** | | | | Convertible bonds | 18,115 | 13,476 | | **Total non-current liabilities** | **20,200** | **17,410** | | **Net assets** | **337,813** | **384,692** | - As of June 30, 2025, the current ratio remained at a satisfactory level of approximately **8 times**[146](index=146&type=chunk)[150](index=150&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=41&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement illustrates the changes in equity components for the six months ended June 30, 2025, with equity attributable to owners decreasing from HK$384.7 million to HK$337.8 million, primarily due to the loss for the period, partially offset by a HK$2.51 million increase from the equity component of convertible bonds Changes in Equity Attributable to Owners of the Company | Indicator | January 1, 2025 (HK$ thousand) | June 30, 2025 (HK$ thousand) | January 1, 2024 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Equity at beginning of period | 384,727 | 384,727 | 513,717 | 513,717 | | Loss and total comprehensive expense for the period | (49,281) | (49,281) | (65,377) | (65,376) | | Equity component of convertible bonds recognized | 2,510 | 2,510 | – | – | | Deferred tax liability for equity component of convertible bonds recognized | (102) | (102) | – | – | | **Equity at end of period** | **337,854** | **337,854** | **448,341** | **448,341** | - Capital reserve of **HK$123.7582 million** is considered distributable as all creditor debts have been fully repaid[176](index=176&type=chunk)[178](index=178&type=chunk) - Other reserves represent the difference between the purchase consideration for the remaining **9.90%** equity interest in V.C. Corporate Finance Limited and the amount acquired[177](index=177&type=chunk)[179](index=179&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=43&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This statement shows that for the six months ended June 30, 2025, net cash used in operating activities was HK$2.82 million, net cash from investing activities was HK$0.078 million, and net cash from financing activities was HK$3.724 million, resulting in a net increase of HK$0.982 million in cash and cash equivalents Cash Flow Summary | Activity | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net cash (used in) from operating activities | (2,820) | 11,534 | | Net cash from (used in) investing activities | 78 | (18,050) | | Net cash from financing activities | 3,724 | 4,997 | | **Net increase (decrease) in cash and cash equivalents** | **982** | **(1,519)** | | Cash and cash equivalents at beginning of period | 18,391 | 17,721 | | Effect of exchange rate changes | – | (13) | | **Cash and cash equivalents at end of period** | **19,373** | **16,189** | [Notes to the Condensed Consolidated Financial Statements](index=44&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) These notes elaborate on the basis of preparation, significant accounting policies, revenue and segment information, and other financial details, providing supplementary information for understanding the Group's financial position and operating results [1. General](index=44&type=section&id=1.%20General) The company is a public limited company incorporated in Hong Kong and listed on the Stock Exchange, primarily engaged in financial services, proprietary trading, asset management, insurance brokerage, and property investment - The company is a public limited company incorporated in Hong Kong, with its shares listed on The Stock Exchange of Hong Kong Limited[181](index=181&type=chunk)[186](index=186&type=chunk) - The Group is principally engaged in providing financial services, proprietary trading business, asset management and insurance brokerage services, and property investment[182](index=182&type=chunk)[186](index=186&type=chunk) [2. Basis of Preparation](index=44&type=section&id=2.%20Basis%20of%20Preparation) The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and applicable disclosure requirements of Appendix 16 of the Listing Rules, reviewed by the Audit Committee - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of Appendix 16 to the Listing Rules of the Stock Exchange[183](index=183&type=chunk)[187](index=187&type=chunk) - The financial statements are unaudited but have been reviewed by the company's Audit Committee and are presented in Hong Kong Dollars[189](index=189&type=chunk)[192](index=192&type=chunk) - Comparative financial information for the year ended December 31, 2024, is derived from the audited financial statements, and the auditor's report was unqualified[190](index=190&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk) [3. Significant Accounting Policies](index=46&type=section&id=3.%20Significant%20Accounting%20Policies) The condensed consolidated financial statements are prepared on a historical cost basis, with certain financial instruments measured at fair value, and the adoption of HKFRS 21 had no material impact - The condensed consolidated financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value at the end of each reporting period[193](index=193&type=chunk)[196](index=196&type=chunk) - HKFRS 21 "Lack of Exchangeability" issued by the Hong Kong Institute of Certified Public Accountants was adopted for the first time in this period but had no significant impact on the Group's financial performance and position[195](index=195&type=chunk)[196](index=196&type=chunk) [4. Revenue and Segment Information](index=47&type=section&id=4.%20Revenue%20and%20Segment%20Information) This section details the Group's revenue sources and segment performance, showing total revenue from continuing operations of HK$31.843 million, primarily from financial services, with asset management and insurance brokerage showing significant growth - Revenue primarily derived from financial services (including securities brokerage, financing, placing and underwriting, M&A advisory, company secretarial services), proprietary trading, asset management, insurance brokerage, and property investment[198](index=198&type=chunk)[199](index=199&type=chunk) Revenue from Continuing Operations (by Major Service) | Service Type | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Brokerage commissions and other related fees | 2,712 | 2,143 | | Underwriting, sub-underwriting, placing and sub-placing commissions | 530 | 178 | | Arrangement, referral, advisory and other fee income | 1,772 | 2,667 | | Asset management | 1,784 | 811 | | Insurance brokerage | 3,740 | 2,511 | | **Subtotal (HKFRS 15 Scope)** | **10,538** | **8,310** | | Client interest income | 21,095 | 26,303 | | Investment property rental income | 210 | 70 | | **Subtotal (Other Sources)** | **21,305** | **26,373** | | **Total Revenue** | **31,843** | **34,683** | Other Income | Income Source | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Interest income from authorized institutions | 109 | 359 | | Interest income from convertible bonds | – | 99 | | Other interest income | 31 | 408 | | Government grants | – | 30 | | Miscellaneous income | 10 | 4 | | **Total** | **150** | **900** | - The Group has identified six reportable segments: brokerage and financing, corporate finance and other advisory services, asset management, insurance brokerage, proprietary trading, and property investment[205](index=205&type=chunk) Segment Revenue and (Loss) Profit (First Half 2025) | Segment | Revenue (HK$ thousand) | (Loss) Profit (HK$ thousand) | | :--- | :--- | :--- | | Brokerage and financing | 24,337 | (1,070) | | Corporate finance and other advisory services | 1,772 | (1,706) | | Asset management | 1,784 | 1,439 | | Insurance brokerage | 3,740 | (8) | | Proprietary trading | – | (31,744) | | Property investment | 210 | (423) | | **Total Segments** | **31,843** | **(33,512)** | - For the six months ended June 30, 2025, a single client contributed **10%** or more of the Group's revenue, primarily from the brokerage and financing business segment in Hong Kong[213](index=213&type=chunk)[214](index=214&type=chunk)[215](index=215&type=chunk)[216](index=216&type=chunk) [5. Other Gains and Losses, Net](index=53&type=section&id=5.%20Other%20Gain%20and%20Losses%2C%20Net) This section details the net other gains and losses from continuing operations, including foreign exchange gains, losses from financial assets at fair value through profit or loss, and realized and unrealized losses from trading financial assets Other Gains and Losses, Net (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Net exchange gains (losses) | 189 | (19) | | Loss on acquisition of financial assets at fair value through profit or loss | (2,172) | – | | Gain on disposal of property and equipment | – | 230 | | Net realized and unrealized losses on financial assets held for trading | (29,561) | (41,366) | | **Total** | **(31,544)** | **(41,155)** | [6. Staff Costs (Including Directors' Emoluments)](index=54&type=section&id=6.%20Staff%20Costs%20%28Including%20Directors%27%20Emoluments%29) This section provides a breakdown of staff costs for continuing operations, including staff commissions, salaries, welfare, and retirement benefit plan contributions Staff Costs (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Staff commissions | 919 | 711 | | Salaries and wages | 14,560 | 17,274 | | Staff welfare | 619 | 988 | | Recruitment costs | 3 | 4 | | Severance payments | – | 23 | | Provision for (reversal of) long service payments/annual leave benefits | (26) | 79 | | Retirement benefit scheme contributions | 421 | 422 | | Provision for discretionary performance-related bonuses and gratuities | 73 | 599 | | **Total** | **16,569** | **20,100** | [7. Finance Costs](index=55&type=section&id=7.%20Finance%20Costs) This section details the Group's finance costs for continuing operations, including interest on bank overdrafts, convertible bonds, lease liabilities, other borrowings, and margin loans Finance Costs (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Bank overdraft interest | 6 | – | | Interest on convertible bonds issued | 403 | – | | Interest on lease liabilities | 176 | 149 | | Interest on other borrowings | 606 | – | | Interest on margin loan payables | 1,348 | 1,727 | | **Total** | **2,539** | **1,876** | [8. Income Tax Credit (Expense)](index=56&type=section&id=8.%20Income%20Tax%20Credit%20%28Expense%29) This section details the Group's income tax credit or expense for continuing operations, primarily related to deferred tax, with no Hong Kong profits tax provision due to the absence of taxable profits Income Tax Credit (Expense) (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Deferred tax credit (expense) | 43 | (143) | - No provision for Hong Kong profits tax was made as Hong Kong subsidiaries had no taxable profits in both periods[228](index=228&type=chunk)[230](index=230&type=chunk) [9. Dividends](index=56&type=section&id=9.%20Dividends) The directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024: nil)[229](index=229&type=chunk)[231](index=231&type=chunk) [10. Loss Per Share](index=57&type=section&id=10.%20Loss%20Per%20Share) This section provides details on the calculation of basic and diluted loss per share for the six months ended June 30, 2025, with both continuing and continuing operations showing a loss of 1.99 HK cents per share Loss Per Share (Continuing and Discontinued Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Loss used for calculating basic and diluted loss per share | (49,281) | (65,377) | | Weighted average number of ordinary shares (thousand shares) | 2,473,523 | 2,473,523 | | **Basic and diluted loss per share (HK cents)** | **(1.99)** | **(2.64)** | Loss Per Share (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the company | (49,281) | (65,377) | | Add: Loss for the period from discontinued operations | – | 1,165 | | **Loss used for calculating basic and diluted loss per share from continuing operations** | **(49,281)** | **(64,212)** | | Weighted average number of ordinary shares (thousand shares) | 2,473,523 | 2,473,523 | | **Basic and diluted loss per share (HK cents)** | **(1.99)** | **(2.60)** | - The calculation of diluted loss per share did not assume the conversion or exercise of convertible bonds and share options, as they would result in a decrease/increase in loss per share, and the exercise price of share options was higher than the average market price[239](index=239&type=chunk)[240](index=240&type=chunk) [11. Accounts Receivable](index=59&type=section&id=11.%20Accounts%20Receivable) As of June 30, 2025, total accounts receivable decreased to HK$248.3 million, primarily from money lending, securities trading, and margin clients, with impairment losses measured using 12-month or lifetime expected credit losses - As of June 30, 2025, total accounts receivable was approximately **HK$248.3 million**, a decrease compared to December 31, 2024[243](index=243&type=chunk)[244](index=244&type=chunk) - The Group measures loss allowances for accounts receivable at an amount equal to 12-month expected credit losses (ECL) or lifetime ECL[245](index=245&type=chunk)[247](index=247&type=chunk) Accounts Receivable Details (Net of Impairment Losses) | Source | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Securities trading (clearing houses, rolling balance cash clients) | 62,289 | 69,106 | | Corporate finance and other advisory services | 1,177 | 545 | | Money lending services | 133,233 | 127,200 | | Securities trading (margin clients) | 43,949 | 58,984 | | Asset management | 7,524 | 5,627 | | Insurance brokerage | – | 415 | | Property investment | 140 | 105 | | **Total** | **248,312** | **261,982** | - Of the amounts due from money lending clients, the net carrying amount of approximately **HK$87 million** was secured by clients' listed securities and properties[253](index=253&type=chunk) - Amounts due from margin clients of approximately **HK$103.452 million** were secured by listed securities with a fair value of approximately **HK$66.845 million**, of which approximately **HK$69.012 million** was considered impaired[255](index=255&type=chunk)[256](index=256&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk) [12. Financial Assets at Fair Value Through Profit or Loss](index=66&type=section&id=12.%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) This section details financial assets measured at fair value through profit or loss, primarily Hong Kong-listed equity securities, which are classified as current assets Financial Assets at Fair Value Through Profit or Loss | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Listed equity securities listed in Hong Kong | 84,322 | 116,436 | | **Analyzed for reporting purposes as:** | | | | – Current assets | 84,322 | 116,436 | [13. Accounts Payable](index=67&type=section&id=13.%20Accounts%20Payable) This section details accounts payable, primarily from securities trading and insurance brokerage, with amounts due to clearing houses typically due within two trading days and amounts to cash and margin clients repayable on demand Accounts Payable Details | Source | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Securities trading (clearing houses, rolling balance cash clients, margin clients) | 5,943 | 1,629 | | Insurance brokerage | 10 | 374 | | **Total** | **5,953** | **2,003** | - Amounts due to clearing houses are normally due within two trading days after the transaction date; amounts due to cash and margin clients with rolling balances are repayable on demand[273](index=273&type=chunk)[274](index=274&type=chunk)[276](index=276&type=chunk) - The company's directors believe that, given the nature of this business, an aging analysis provides no additional value, and therefore no aging analysis is disclosed[275](index=275&type=chunk)[276](index=276&type=chunk) [14. Other Borrowing](index=69&type=section&id=14.%20Other%20Borrowing) As of June 30, 2025, other secured borrowings amounted to HK$9 million, collateralized by investment properties in Hong Kong, bearing 13% fixed annual interest and due June 3, 2027, but classified as current due to a demand clause - As of June 30, 2025, other secured borrowings amounted to **HK$9 million**, collateralized by investment properties located in Hong Kong[277](index=277&type=chunk)[278](index=278&type=chunk) - This borrowing bears a fixed annual interest rate of **13%** and is repayable on June 3, 2027, but is classified as a current liability due to a demand clause[277](index=277&type=chunk)[278](index=278&type=chunk) [15. Share Capital](index=70&type=section&id=15.%20Share%20Capital) This section provides details of the company's issued and fully paid ordinary share capital, noting that the share count has not been adjusted for the share consolidation effective July 28, 2025 Issued and Fully Paid Ordinary Shares | Indicator | Number of Shares (thousand shares) | Amount (HK$ thousand) | | :--- | :--- | :--- | | As of June 30, 2025 | 2,473,523 | 1,810,848 | - The information disclosed herein regarding the number of shares of the company has not been adjusted for the share consolidation effective July 28, 2025[280](index=280&type=chunk)[281](index=281&type=chunk) [16. Related Party Transactions](index=70&type=section&id=16.%20Related%20Party%20Transactions) This section details related party transactions, specifically brokerage commissions and interest income from directors or their close family members Brokerage Commissions/Interest Income from Directors or Their Close Family Members | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Brokerage commission income/Interest income | 36 | 78 | [17. Events After Reporting Period](index=71&type=section&id=17.%20Events%20After%20Reporting%20Period) Post-reporting period events include a share consolidation (10-for-1) and a change in board lot size, along with a proposed rights issue to raise approximately HK$215.6 million net, with un-subscribed shares to be placed to independent placees - The company implemented a share consolidation on July 28, 2025, consolidating every ten (10) existing shares into one (1) consolidated share, and changed the board lot size from **4,000** shares to **8,000** consolidated shares effective August 11, 2025[285](index=285&type=chunk)[286](index=286&type=chunk)[289](index=289&type=chunk) - The company resolved on August 6, 2025, to propose a rights issue on the basis of two (2) rights shares for every one (1) existing share held, at a subscription price of **HK$0.45** per rights share[292](index=292&type=chunk)[294](index=294&type=chunk) - The net proceeds from the rights issue (after deducting all necessary costs and expenses) are estimated to be approximately **HK$215.6 million** (assuming full subscription)[293](index=293&type=chunk)[295](index=295&type=chunk) - The rights issue will be conducted on a non-underwritten basis with no minimum fundraising amount; unsubscribed rights shares will be placed to independent placees on a best-effort basis, with V.C. Securities acting as placing agent[296](index=296&type=chunk)[297](index=297&type=chunk)[298](index=298&type=chunk)[299](index=299&type=chunk) - An Extraordinary General Meeting will be held on September 11, 2025, to approve the relevant matters[302](index=302&type=chunk) [Other Information](index=75&type=section&id=Other%20Information) This section covers additional important information beyond the financial statements, including no interim dividend, directors' interests in contracts and competing businesses, shareholdings of directors and major shareholders, share option scheme changes, compliance with securities dealing codes, no share repurchases, and corporate governance practices [Interim Dividend](index=75&type=section&id=Interim%20Dividend) The directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024: nil)[303](index=303&type=chunk)[306](index=306&type=chunk) [Directors' Interests in Material Contracts](index=75&type=section&id=Directors%27%20Interests%20in%20Material%20Contracts) As of June 30, 2025, no director had a significant direct or indirect interest in any material contract of the Group related to its business, other than as disclosed in Note 16 to the financial statements - Save as disclosed in Note 16 to the unaudited condensed consolidated financial statements, no director had a significant direct or indirect interest in any material contract to which the Group was a party and which was related to the Group's business, either at the end of the six months ended June 30, 2025, or at any time during that period[304](index=304&type=chunk)[307](index=307&type=chunk) [Directors' Interests in Shares, Underlying Shares and Debentures](index=75&type=section&id=Directors%27%20Interests%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures) This section details the long positions held by directors in the company's shares and underlying shares as of June 30, 2025, with no short positions reported Long Positions in Shares and Underlying Shares of the Company | Director Name | Number of Ordinary Shares Held (Personal Interest) | Approximate Percentage of Total Issued Ordinary Shares | | :--- | :--- | :--- | | Mr. FU Yiu Man | 20,000,000 | 0.80% | | Mr. WONG Chung Kin | 500,000 | 0.02% | - As of June 30, 2025, none of the directors or their respective associates had any short positions in the shares, underlying shares, or debentures of the company or its associated corporations[311](index=311&type=chunk) [Directors' Interests in Competing Businesses](index=76&type=section&id=Directors%27%20Interests%20in%20Competing%20Businesses) As of June 30, 2025, no director or their associates held any competing interests in businesses that directly or indirectly compete with the company's business - As of June 30, 2025, none of the directors or their respective associates held any competing interests in any business that directly or indirectly competes or may compete with the business of the company[312](index=312&type=chunk)[315](index=315&type=chunk) [Interests of Substantial Shareholders in the Company's Shares](index=76&type=section&id=Interests%20of%20Substantial%20Shareholders%20in%20the%20Company%27s%20Shares) This section details the long positions held by substantial shareholders in the company's shares, underlying shares, or debentures as of June 30, 2025, noting the total issued ordinary shares before the share consolidation Long Positions in Shares, Underlying Shares or Debentures of the Company | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Company's Issued Shares | | :--- | :--- | :--- | | Mr. CHUNG Chi Shing | Beneficial owner | 339,408,000 | 13.72% | - As of June 30, 2025, the total number of issued ordinary shares of the company was **2,473,523,040** shares, which has not been adjusted for the share consolidation effective July 28, 2025[319](index=319&type=chunk) [Share Option Schemes](index=78&type=section&id=Share%20Option%20Schemes) The company has adopted the 2018 Share Option Scheme and a New Share Option Scheme, with 126.2 million unexercised options under the 2018 scheme and 247.1 million options available for grant under the new scheme as of June 30, 2025 Details of Changes in 2018 Share Option Scheme | Category of Participant | Date of Grant | Closing Price Per Share Immediately Before Grant Date | Exercise Price | Vesting Period | Exercise Period | Unexercised as of January 1, 2025 | Granted During Period | Exercised During Period | Lapsed During Period | Unexercised as of June 30, 2025 | Fair Value Per Option at Grant Date | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Employees (Total) | January 31, 2023 | HK$0.145 | HK$0.145 | Immediate vesting | January 31, 2024 to January 30, 2027 | 126,200,000 | – | – | – | 126,200,000 | HK$0.0655 | - As of June 30, 2025, there were **126,200,000** unexercised share options under the 2018 Share Option Scheme, which remain valid for exercise, but the number of options available for grant is zero[325](index=325&type=chunk) - No share options have been granted under the New Share Option Scheme, but **247,102,304** share options are available for grant, representing approximately **9.99%** of the company's issued shares[326](index=326&type=chunk) - In accordance with Rule 17.09(3) of the Listing Rules, the total number of shares available for issue under the 2018 and New Share Option Schemes is **126,200,000** shares and **247,102,304** shares respectively, representing approximately **6.83%** and **9.99%** of the company's issued shares as of June 30, 2025[327](index=327&type=chunk) [Securities Transactions by Directors and Relevant Employees](index=80&type=section&id=Securities%20Transactions%20by%20Directors%20and%20Relevant%20Employees) All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers, and the Board has adopted a code for relevant employees' securities dealings - All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers[332](index=332&type=chunk)[336](index=336&type=chunk) - The Board has adopted the "Code for Securities Transactions by Relevant Employees" applicable to the company's relevant employees to regulate their dealings in the company's securities[332](index=332&type=chunk)[336](index=336&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=80&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the six months ended June 30, 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[333](index=333&type=chunk)[337](index=337&type=chunk) [Corporate Governance](index=80&type=section&id=Corporate%20Governance) The company is committed to maintaining high standards of corporate governance, complying with the Corporate Governance Code, and has established various board committees, with the Audit Committee reviewing the interim financial statements - The company has complied with the code provisions set out in the Corporate Governance Code contained in Appendix 14 to the Listing Rules for the six months ended June 30, 2025[334](index=334&type=chunk)[338](index=338&type=chunk) - The company has established board committees, including the Executive Committee, Audit Committee, Remuneration Committee, and Nomination Committee, to ensure the highest level of corporate governance[335](index=335&type=chunk)[339](index=339&type=chunk)[340](index=340&type=chunk) - The Audit Committee has reviewed the unaudited condensed consolidated financial statements and results of the Group for the six months ended June 30, 2025, and is satisfied that they have been prepared in accordance with applicable accounting standards and fairly present the Group's financial position and results[341](index=341&type=chunk)[342](index=342&type=chunk)

Company Overview - Bank of Jiujiang Co., Ltd. reported an unaudited consolidated interim performance for the six months ending June 30, 2025[2]. - The registered capital of Bank of Jiujiang is RMB 2,847,367,200[6]. - As of the reporting period, the bank employed 5,746 full-time staff, with an average age of 30.62 years[7]. - The bank has achieved full coverage in all prefecture-level cities in Jiangxi Province through its 13 branches and 265 sub-branches[7]. Awards and Recognition - In January 2025, the bank was awarded the title of "Top 100 Self-Operated Settlement Institutions" for the seventh consecutive year[8]. - The bank received recognition as an "Outstanding Underwriter" and "Outstanding Market Maker" in the 2024 RMB Financial Bond Underwriting Market[8]. - The bank was recognized as the "2024 Advanced Unit in Green Finance Work" by the People's Bank of China, Jiujiang Branch[9]. - The bank was awarded the first-class comprehensive assessment for state-owned enterprises in Jiujiang City for the year 2024[10]. - The bank was recognized as a "2025 Regional Economic Star" in May 2025, highlighting its contributions to local economic development[12]. Financial Performance - Net interest income for the first half of 2025 was RMB 4,098.2 million, a decrease of 9.1% compared to RMB 4,510.4 million in the same period of 2024[15]. - Total operating income for the first half of 2025 was RMB 5,342.5 million, down 2.9% from RMB 5,500.5 million in the first half of 2024[15]. - The net profit attributable to shareholders for the first half of 2025 was RMB 364.0 million, a decline of 34.4% from RMB 553.9 million in the same period of 2024[15]. - The average return on total assets for the first half of 2025 was 0.15%, down from 0.24% in the same period of 2024[15]. - The basic earnings per share for the first half of 2025 was RMB 0.01, down from RMB 0.08 in the same period of 2024[15]. - The company achieved operating revenue of RMB 5.343 billion and net profit of RMB 379 million for the first half of 2025[21]. - Net profit decreased by RMB 213 million, a decline of 36% compared to the same period in 2024[22]. Asset and Loan Management - The bank's total assets reached RMB 519,654.5 million as of June 30, 2025, an increase from RMB 516,458.6 million at the end of 2024[16]. - The total amount of customer loans and advances as of June 30, 2025, was RMB 3,259.49 billion, an increase of RMB 51.15 billion or 1.6% from the end of the previous year[62]. - The total amount of corporate loans and advances was RMB 2,111.30 billion, an increase of RMB 118.86 billion or 6.0% compared to the end of 2024, driven by the company's efforts to expand corporate credit[65]. - Retail loans amounted to RMB 82,668.4 million, generating interest income of RMB 1,847.0 million, with an average annualized yield of 4.47%, down from RMB 92,259.9 million and RMB 2,275.1 million at 4.93% in the previous year[33]. - The total amount of retail loans was RMB 82.470 billion, representing 25.3% of total loans, with a decrease in non-performing retail loans to RMB 2.253 billion[97]. Risk Management - The bank maintained a prudent risk appetite, with no single borrower's loan balance exceeding 10% of the company's net capital, and the largest single borrower's loan balance was RMB 2.703 billion, accounting for 0.83% of total loans[105]. - The bank has established a multi-dimensional credit risk monitoring system to track significant risk events and manage overdue accounts[152]. - Market risk management focuses on interest rate and exchange rate risks, with stress testing and various risk indicators in place[153]. - The liquidity ratio at the end of the reporting period was 74.75%, with a net stable funding ratio of 129.36% and a liquidity coverage ratio of 171.69%[163]. Shareholder Structure - As of June 30, 2025, the total issued share capital of the company is 2,847,367,200 shares, comprising 2,365,000,000 domestic shares and 482,367,200 H-shares[177]. - The proportion of state-owned shares is 48.80%, with 1,389,528,436 shares held, remaining unchanged during the reporting period[179]. - The company has a total of 699 domestic shareholders as of June 30, 2025, including 44 state-owned shareholders, 54 corporate shareholders, and 601 individual shareholders[180]. - The largest shareholder, Jiujiang Finance Bureau, is a government entity, indicating a strong state influence in the company's ownership structure[183]. Compliance and Governance - The bank established a compliance management organization structure involving the board of directors, supervisory board, senior management, and various departments to enhance compliance risk management[165]. - The bank's compliance management plan is risk-based and is updated annually to address compliance checks, training, and key tasks[166]. - The bank's anti-money laundering system was upgraded to improve the accuracy of suspicious monitoring models and enhance technical defenses against money laundering and fraud risks[170]. - The company has implemented a comprehensive risk assessment and monitoring process for information technology, identifying risk points and submitting reports to the board[171].

[Interim Results Announcement](index=1&type=section&id=Interim%20Results%20Announcement) [Unaudited Condensed Consolidated Interim Financial Information](index=2&type=section&id=Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Information) The Group released its unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, reporting a net loss of HK$102.232 million and deteriorating liquidity [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's revenue and film investment income increased, but gross loss and net loss expanded, leading to a basic and diluted loss per share of HK$0.03 | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue and film investment income/(loss), net | 179,940 | 115,209 | | Cost of revenue | (197,507) | (185,555) | | Gross loss | (17,567) | (70,346) | | Operating loss | (100,664) | (90,282) | | Loss for the period | (102,232) | (89,049) | | Total comprehensive loss attributable to owners of the Company | (70,037) | (122,209) | | Basic and diluted loss per share (HK$) | (0.03) | (0.02) | [Unaudited Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets and equity decreased, primarily due to reductions in current film and TV copyrights and cash equivalents, with non-current borrowings reclassified as current liabilities | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Total assets | 1,846,116 | 1,948,156 | | Total equity | 1,084,378 | 1,154,415 | | Total liabilities | 761,738 | 793,741 | | Current assets | 1,089,298 | 1,201,323 | | Current liabilities | 725,079 | 727,361 | | Cash and cash equivalents | 35,741 | 144,987 | | Film and television series copyrights (current) | 783,955 | 928,241 | | Borrowings (current) | 29,544 | – | | Borrowings (non-current) | – | 42,440 | [Notes to the Unaudited Condensed Consolidated Interim Financial Information](index=6&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Information) This section details the basis of preparation, accounting policies, critical judgments, and estimates, along with specific notes on revenue, expenses, tax, loss per share, copyrights, receivables, payables, and borrowings [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) Interim financial information is prepared in accordance with HKAS 34 and Listing Rules Appendix D2, consistent with prior year accounting policies, primarily based on historical cost - Interim financial information is prepared in accordance with **HKAS 34** and **Listing Rules Appendix D2**, and should be read in conjunction with the annual report[8](index=8&type=chunk) - Accounting policies are consistent with prior years, except for the adoption of new and revised standards, and are primarily prepared on a **historical cost basis**[8](index=8&type=chunk) [Accounting Policies](index=6&type=section&id=Accounting%20Policies) The Group adopted new or revised HKFRSs effective January 1, 2025, with no significant impact on interim financial information or accounting policies - The Group adopted new or revised **Hong Kong Financial Reporting Standards** effective January 1, 2025[9](index=9&type=chunk) - The adoption of new standards has **no significant impact** on the interim financial information and accounting policies, and management expects no significant impact from other future adoptions[9](index=9&type=chunk) [Critical Judgements and Estimates](index=7&type=section&id=Critical%20Judgements%20and%20Estimates) Significant judgments and sources of estimation uncertainty in preparing interim financial information are consistent with those applied in the 2024 annual consolidated financial statements - Significant judgments and sources of estimation uncertainty in preparing interim financial information are **consistent with those applied in the 2024 annual consolidated financial statements**[10](index=10&type=chunk) [Revenue and Film Investment Income/(Loss), Net](index=7&type=section&id=Revenue%20and%20Film%20Investment%20Income%2F%28Loss%29%2C%20Net) For the six months ended June 30, 2025, the Group's net revenue and film investment income significantly increased to HK$179.94 million, driven by a substantial rise in shared box office revenue | Revenue Category | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Shared box office revenue | 144,518 | 63,374 | | Sub-licensing of film and television series copyrights | 30,926 | 52,489 | | Other media-related revenue | 1,219 | 3,890 | | Film investment income/(loss), net | 3,277 | (4,544) | | **Total** | **179,940** | **115,209** | - Shared box office revenue **increased significantly year-on-year** from HK$63,374,000 to **HK$144,518,000**[11](index=11&type=chunk) - Film investment income turned from a loss in the prior period to a **net profit of HK$3,277,000**[11](index=11&type=chunk) [Segment Information](index=7&type=section&id=Segment%20Information) The Group's operating business is classified under a single reportable segment: film and television series copyright investment, with revenue and non-current assets primarily from China - The Group's operating business is classified under a **single reportable segment**: film and television series copyright investment[12](index=12&type=chunk) - The Group's revenue and film investment income/(loss), net, primarily derive from **customers in China**, and non-current assets are mainly located in China[12](index=12&type=chunk) [Other (Losses)/Gains, Net](index=8&type=section&id=Other%20(Losses)%2FGains%2C%20Net) For the six months ended June 30, 2025, the Group recorded a net exchange loss of HK$0.8 million, a reversal from a net exchange gain of HK$1.922 million in the prior period | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net exchange (losses)/gains | (800) | 1,922 | [Expenses by Nature](index=8&type=section&id=Expenses%20by%20Nature) For the six months ended June 30, 2025, total expenses significantly decreased to HK$304.619 million, primarily due to a substantial reduction in advertising and marketing expenses | Expense Category | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Employee benefit expenses (excluding directors' emoluments) | 24,090 | 21,854 | | Advertising and marketing expenses | 54,298 | 153,391 | | Amortisation of film and television series copyrights | 197,507 | 185,555 | | **Total** | **304,619** | **393,018** | - Advertising and marketing expenses **decreased significantly** from HK$153,391,000 to **HK$54,298,000**[13](index=13&type=chunk) [Income Tax Expense/(Credit)](index=9&type=section&id=Income%20Tax%20Expense%2F(Credit)) For the six months ended June 30, 2025, the Group recorded an income tax expense of HK$1.203 million, compared to a credit of HK$0.055 million in the prior period, mainly due to increased current tax - PRC subsidiaries are subject to a **25% corporate income tax rate**, while foreign entities are subject to a **7% withholding tax** on PRC-sourced income (compared to 10% in the prior period)[14](index=14&type=chunk) | Tax Category | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current tax | 1,129 | – | | Deferred income tax | 74 | (55) | | **Income tax expense/(credit)** | **1,203** | **(55)** | [Dividends](index=9&type=section&id=Dividends) The Board resolved not to declare an interim dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board resolved **not to declare an interim dividend** for the six months ended June 30, 2025[15](index=15&type=chunk) [Loss Per Share](index=9&type=section&id=Loss%20Per%20Share) For the six months ended June 30, 2025, basic loss per share attributable to owners expanded to HK$0.03, with diluted loss per share remaining the same due to no potential dilutive ordinary shares | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$ thousand) | (102,232) | (89,049) | | Weighted average number of ordinary shares (thousand shares) | 3,656,472 | 3,656,472 | | Basic loss per share (HK$) | (0.03) | (0.02) | - For the six months ended June 30, 2025, basic loss per share **expanded to HK$0.03**[17](index=17&type=chunk) - Diluted loss per share is the same as basic loss per share due to **no potential dilutive ordinary shares** in issue[17](index=17&type=chunk) [Film and Television Series Copyright Prepayments](index=10&type=section&id=Film%20and%20Television%20Series%20Copyright%20Prepayments) As of June 30, 2025, non-current film and TV copyright prepayments slightly increased to HK$360.529 million, primarily for uncompleted projects | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Prepayments for film and television series copyrights under development | 360,529 | 359,588 | - Prepayments primarily relate to advances made by the Group to various parties for **uncompleted film and television series copyright projects**, which will form part of the Group's investment in proposed projects[18](index=18&type=chunk) [Film and Television Series Copyrights](index=10&type=section&id=Film%20and%20Television%20Series%20Copyrights) As of June 30, 2025, total film and TV copyrights decreased to HK$1,141.864 million, mainly due to a reduction in completed copyrights, despite an increase in copyrights under production | Copyright Category | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Completed film and television series copyrights | 760,910 | 930,087 | | Film and television series copyrights under production | 201,167 | 154,053 | | Film copyright investments (financial assets at fair value through profit or loss) | 147,662 | 143,181 | | Licensed film and television series copyrights | 32,125 | 48,334 | | **Total** | **1,141,864** | **1,275,655** | - Completed film and television series copyrights **decreased**, while copyrights under production **increased**[19](index=19&type=chunk) - Film copyright investments represent the Group's investments in film productions, entitling it to a **pre-determined percentage of future film revenues**[19](index=19&type=chunk) [Trade and Other Receivables, Deposits and Prepayments](index=11&type=section&id=Trade%20and%20Other%20Receivables%2C%20Deposits%20and%20Prepayments) As of June 30, 2025, total trade and other receivables, deposits, and prepayments increased to HK$137.861 million, primarily due to higher other receivables, with trade receivables typically having a 30-day credit term | Category | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables (net of loss allowance) | 43,967 | 42,403 | | Deposits | 4,485 | 5,169 | | Prepayments | 18,456 | 14,646 | | Other receivables (net of loss allowance) | 93,894 | 78,138 | | **Total** | **137,861** | **120,541** | - The aging analysis of trade receivables shows a **high proportion of amounts over 365 days**, totaling **HK$39,780,000**[21](index=21&type=chunk) - Other receivables include a loan receivable of approximately **HK$13,161,000**, bearing interest at an annual rate of **6%**[23](index=23&type=chunk) [Trade and Other Payables](index=13&type=section&id=Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables decreased to HK$113.966 million, primarily driven by a significant reduction in other payables | Category | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables | 89,200 | 96,183 | | Other payables | 23,211 | 61,899 | | Accrued expenses | 1,555 | 1,592 | | **Total** | **113,966** | **159,674** | - The aging analysis of trade payables indicates that **amounts over 365 days constitute the vast majority**, at **HK$87,613,000**[25](index=25&type=chunk) [Film Investment Funds from Investors](index=13&type=section&id=Film%20Investment%20Funds%20from%20Investors) For the six months ended June 30, 2025, the Group recognized film investment income from investors of HK$23.528 million, a significant decrease from the prior period, reflecting reduced investor-borne losses - Film investment income from investors was **HK$23,528,000**, a **significant decrease** from HK$185,554,000 in the prior period[26](index=26&type=chunk) - The decrease in income is due to the net proceeds investors are entitled to under relevant investment agreements being **less than the film investment funds contributed by investors**[26](index=26&type=chunk) [Borrowings](index=14&type=section&id=Borrowings) As of June 30, 2025, the Group's total unsecured borrowings decreased to HK$29.544 million, reclassified entirely as current liabilities due March 27, 2026 | Category | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Unsecured borrowings | 29,544 | 42,440 | | Presented as: Non-current liabilities | – | 42,440 | | Presented as: Current liabilities | 29,544 | – | - All borrowings have been reclassified as **current liabilities**, bear interest at an annual rate of **4.35%**, and are repayable by **March 27, 2026**[27](index=27&type=chunk) [Events After the Reporting Period_Note](index=14&type=section&id=Events%20After%20the%20Reporting%20Period_Note) Subsequent to the reporting period, Mr. Dong Ping resigned as Executive Director and Chairman, and Ms. Hu Hui was appointed Executive Director, both effective July 27, 2025 - Mr. Dong Ping resigned as an Executive Director and Chairman of the Company, effective **July 27, 2025**[28](index=28&type=chunk) - Ms. Hu Hui was appointed as an Executive Director, effective **July 27, 2025**[28](index=28&type=chunk) [Business and Operations Review](index=15&type=section&id=Business%20and%20Operations%20Review) The Group reviewed H1 2025, noting a persistent sluggish Chinese film market with weaker-than-expected recovery, yet it strategically adjusted film releases, maintained content reserves, and launched notable films like 'Caught in the Web' and 'The Stage' - The Chinese film market remains in an adjustment period, characterized by **persistent sluggishness**, high vacancy rates during off-peak hours, and **weaker-than-expected market recovery**[29](index=29&type=chunk) - The Group launched the drama film **"Caught in the Web"** (directed by Peter Chan, starring Zhang Ziyi and Lei Jiayin) during the period, which became a **hot topic for the summer box office**[29](index=29&type=chunk) - The Group actively prepared and completed post-production or obtained public release permits for several films, including **"Alone on Stage"** and **"In the Name of the Father"**[30](index=30&type=chunk) - The online video platform **"Huanxi Premiere"** continued to enrich its content, introducing several international films such as **"Cotton Tail," "The Little Gang," and "Eiffel"**[31](index=31&type=chunk) [Financial Review](index=16&type=section&id=Financial%20Review) The Group reported increased revenue but expanded net loss due to a weak film market and underperforming box office, with reduced sales and distribution costs, and deteriorating liquidity metrics [Performance Review](index=16&type=section&id=Performance%20Review) During the period, the Group's net revenue and film investment income grew to HK$179.94 million, but net loss expanded to HK$102.232 million, primarily due to a weak film market and lower-than-expected box office performance | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue and film investment income/(loss), net | 179,940 | 115,209 | | Net loss | (102,232) | (89,049) | | Sales and distribution costs | 54,298 | 153,391 | | Loss per share (HK$) | 0.03 | 0.02 | | Net asset value per share (HK$) | 0.30 (2025.06.30) | 0.32 (2024.12.31) | - The box office performance of films released during the period **fell short of expectations**, leading to the Group recording a loss[32](index=32&type=chunk) - The decrease in sales and distribution costs was primarily due to **reduced film distribution activities**[33](index=33&type=chunk) [Liquidity and Financial Resources](index=16&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's net current assets, cash and cash equivalents decreased, and the current ratio declined from 1.65 to 1.50, indicating tighter liquidity, while total borrowings decreased | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net current assets | 364,219 | 473,962 | | Cash and cash equivalents | 35,741 | 144,987 | | Current ratio | 1.50 | 1.65 | | Total equity | 1,084,378 | 1,154,415 | | Borrowings | 29,544 | 42,440 | | Capital to debt ratio | 0.03 | 0.04 | - Net current assets and cash and cash equivalents both **decreased significantly**[34](index=34&type=chunk) - The current ratio **decreased from 1.65 to 1.50**, and the capital to debt ratio **decreased from 0.04 to 0.03**[34](index=34&type=chunk) [Capital Structure](index=17&type=section&id=Capital%20Structure) As of June 30, 2025, the company's shareholder capital was HK$36.565 million, comprising 3,656,472,362 issued ordinary shares of HK$0.01 each, with no fundraising activities during the period - As of June 30, 2025, shareholder capital was **HK$36,565,000**, comprising **3,656,472,362 issued ordinary shares** with a par value of HK$0.01 each[35](index=35&type=chunk) - The Company did not undertake any fundraising activities through the issuance of new shares during the review period[35](index=35&type=chunk) [Pledged Assets](index=17&type=section&id=Pledged%20Assets) As of June 30, 2025, the Group had no pledged assets, consistent with the prior year-end - As of June 30, 2025, the Group had **no pledged assets**[36](index=36&type=chunk) [Exchange Rate Risk](index=17&type=section&id=Exchange%20Rate%20Risk) The Group's cash flows, cash, and assets are primarily denominated in HKD and RMB, but foreign currencies are used for some investments, with ongoing monitoring to mitigate exchange rate risks - The Group's cash flows, cash, and assets are primarily denominated in **Hong Kong Dollars and Renminbi**[37](index=37&type=chunk) - Some investment opportunities and cooperation plans with mainland China and overseas film producers still require the use of foreign currencies, and the Group will monitor and strive to **mitigate exchange rate fluctuation risks**[37](index=37&type=chunk) [Risk Management](index=17&type=section&id=Risk%20Management) During the period, the Group regularly reviewed risk and credit control systems to enhance overall monitoring and reduce credit risk, with no significant changes to risk management policies since the last year-end - The Group regularly reviews the risk and credit control systems of its profit centers to **improve overall control and reduce credit risk**[38](index=38&type=chunk) - There have been **no significant changes** to the Group's risk management policies since the last year-end[38](index=38&type=chunk) [Contingent Liabilities](index=17&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities, consistent with the prior year-end - As of June 30, 2025, the Group had **no significant contingent liabilities**[39](index=39&type=chunk) [Employees and Remuneration Policy](index=17&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group employed 85 full-time and 2 part-time staff, with remuneration based on job value, performance, and industry trends, providing MPF for HK employees and state-managed retirement plans for PRC employees - As of June 30, 2025, the Group employed **85 full-time and 2 part-time employees**, with the number remaining consistent with the prior year-end[40](index=40&type=chunk) - Employee remuneration is determined based on **job value, work performance, and industry trends**, with MPF schemes provided for Hong Kong employees and state-managed retirement benefit schemes for PRC subsidiary employees[40](index=40&type=chunk)[41](index=41&type=chunk) [Events After the Reporting Period_Main](index=18&type=section&id=Events%20After%20the%20Reporting%20Period_Main) Subsequent to the reporting period, Mr. Dong Ping resigned as Executive Director and Chairman, and Ms. Hu Hui was appointed Executive Director, both effective July 27, 2025 - Mr. Dong Ping resigned as an Executive Director and Chairman of the Company, effective **July 27, 2025**[42](index=42&type=chunk) - Ms. Hu Hui was appointed as an Executive Director, effective **July 27, 2025**[42](index=42&type=chunk) [Outlook](index=18&type=section&id=Outlook) The Chinese film industry faces both opportunities and challenges but is expected to stabilize and improve with government support, as the Group plans diverse film projects, including collaborations with Zhang Yimou, and will enhance its online video platform with a 'content is king' strategy - The Chinese film industry is expected to **stabilize and improve overall**, with new government policies from the National Film Administration and Ministry of Finance encouraging innovative film and television production technologies and promoting cinema upgrades[43](index=43&type=chunk) - The Group's film **"The Stage"** released during the summer achieved critical acclaim and box office success, with its revenue to be recognized in the **second half of this year**[43](index=43&type=chunk) - The Group will continue to develop a **diversified portfolio of film projects**, including "Alone on Stage," "In the Name of the Father," "The Mermaid," and "Ruyi Hotel," and plans to **collaborate with Zhang Yimou again**[44](index=44&type=chunk) - The "Huanxi Premiere" platform will continue to **optimize content**, introduce diverse film genres such as "The Rental" and "The Woman Who Ran," and strengthen content creation, copyright cooperation, and platform service innovation with industry partners[45](index=45&type=chunk) - The Group will continue to advance its **"content is king" strategy**, focusing on high-quality and diversified film and television works to consolidate its leading position in the Chinese film and television industry[46](index=46&type=chunk) [Corporate Governance](index=19&type=section&id=Corporate%20Governance) The Company consistently applied and complied with the Corporate Governance Code and adopted a securities dealing code, with a diverse Board comprising executive, non-executive, and independent non-executive directors, and no changes to directors' information since the 2024 annual report [Corporate Governance Practices](index=19&type=section&id=Corporate%20Governance%20Practices) For the six months ended June 30, 2025, the Company consistently applied and complied with the principles and provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules - The Company consistently applied and complied with the principles and provisions of the **Corporate Governance Code** in Appendix C1 of the Listing Rules during the reporting period[47](index=47&type=chunk) [Securities Dealing Code](index=19&type=section&id=Securities%20Dealing%20Code) The Company adopted the Model Code in Appendix C3 of the Listing Rules, and all directors confirmed full compliance throughout the reporting period - The Company adopted the **Model Code** as set out in Appendix C3 of the Listing Rules, and all directors confirmed full compliance throughout the reporting period[48](index=48&type=chunk) [Board Composition](index=19&type=section&id=Board%20Composition) The Company's Board comprises two executive, three non-executive, and three independent non-executive directors, bringing diverse industry expertise - The Board of Directors comprises **two executive directors, three non-executive directors, and three independent non-executive directors**[49](index=49&type=chunk) - All directors are highly capable executives with **diverse industry expertise**[49](index=49&type=chunk) [Changes in Directors' Information](index=20&type=section&id=Changes%20in%20Directors'%20Information) There have been no changes to directors' information requiring disclosure under Listing Rule 13.51B(1) since the date of the 2024 annual report - There have been **no changes to directors' information** requiring disclosure under Listing Rule 13.51B(1) since the date of the 2024 annual report[50](index=50&type=chunk) [Other Information](index=20&type=section&id=Other%20Information) The Board resolved not to declare an interim dividend, no listed securities were purchased, sold, or redeemed during the period, and the Audit Committee reviewed and was satisfied with the interim results [Interim Dividend_OtherInfo](index=20&type=section&id=Interim%20Dividend_OtherInfo) The Board resolved not to declare an interim dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board resolved **not to declare an interim dividend** for the six months ended June 30, 2025[51](index=51&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=20&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the six months ended June 30, 2025 - Neither the Company nor its subsidiaries **purchased, sold, or redeemed any of the Company's listed securities** during the reporting period[52](index=52&type=chunk) [Review of Interim Results](index=20&type=section&id=Review%20of%20Interim%20Results) The Audit Committee, in conjunction with management, reviewed the Group's unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, and expressed satisfaction with the review - The Audit Committee, in conjunction with management, reviewed the Group's interim financial information and **expressed satisfaction with the review**[53](index=53&type=chunk)

Financial Performance - Revenue for the six months ended June 30, 2025, was RMB 8,438.4 million, an increase of 11.9% compared to RMB 7,542.9 million in the same period of 2024[2] - Gross profit decreased by 18.6% to RMB 864.4 million from RMB 1,061.8 million year-on-year[2] - Profit for the period dropped by 71.3% to RMB 69.5 million, down from RMB 241.7 million in the previous year[2] - Earnings attributable to equity holders of the parent decreased by 61.7% to RMB 93.7 million, compared to RMB 244.8 million in the prior year[2] - Basic earnings per share fell to RMB 0.07 from RMB 0.18 year-on-year[2] - The pre-tax profit for the six months ended June 30, 2025, was RMB 93,741,000, a decrease of 61.5% compared to RMB 244,819,000 for the same period in 2024[25] - Net profit for the period was RMB 69.5 million, a significant decrease from RMB 241.7 million in the previous year[75] Revenue Breakdown - Revenue from the power solutions business was RMB 7,348,891, up 8.1% from RMB 6,798,509 in the previous year[15] - Revenue from the lead recycling business increased significantly to RMB 1,089,473, a rise of 46.3% compared to RMB 744,404 in 2024[15] - Revenue from mainland China accounted for RMB 4,764,820, representing a growth of 9.2% from RMB 4,363,895 in the prior year[16] - The network battery business accounted for 40.6% of total sales, generating revenue of RMB 3,428.8 million, a year-on-year increase of 9.4% driven by rising demand for UPS batteries in data centers[45] - The starting battery segment contributed 36.9% to total sales with revenue of RMB 3,115.3 million, reflecting a 9.6% increase due to higher automotive production, particularly in emerging markets[46] - The power battery business represented 7.4% of total sales, with revenue of RMB 621.8 million, down 9.5% year-on-year due to weak demand in the mainland China market[47] - Sales revenue in mainland China rose by 9.2% to RMB 4,764.8 million, accounting for 56.5% of total revenue[61] Assets and Liabilities - Total assets as of June 30, 2025, amounted to RMB 11,743.4 million, up from RMB 10,718.7 million at the end of 2024[7] - Current liabilities increased to RMB 9,086.2 million from RMB 8,027.8 million at the end of 2024[8] - Non-current liabilities decreased to RMB 1,294.7 million from RMB 1,477.4 million at the end of 2024[8] - Non-current assets totaled RMB 5,237,500, an increase from RMB 4,800,822 as of December 31, 2024[17] - The total amount of bank borrowings and advances as of June 30, 2025, was RMB 5,341,959,000, up from RMB 5,121,531,000 as of December 31, 2024, marking an increase of about 4.3%[39] Cash Flow and Investments - Cash and cash equivalents decreased to RMB 653,539,000 as of June 30, 2025, down from RMB 743,975,000 as of December 31, 2024, reflecting a decline of about 12.1%[35] - The group’s cash and bank balances decreased to RMB 1,275,391,000 as of June 30, 2025, from RMB 1,406,003,000 as of December 31, 2024, a decline of approximately 9.3%[35] - The group had capital commitments totaling RMB 314,726,000 as of June 30, 2025, compared to RMB 210,204,000 as of December 31, 2024, representing a significant increase of approximately 49.7%[40] Research and Development - Research and development costs were RMB 150.1 million, down from RMB 181.5 million in the previous year[4] - Research and development expenses decreased by 17.3% to RMB 150.1 million, as most of the expenses related to new product development were capitalized during the period[70] - The company is committed to increasing R&D investment to develop a diversified product matrix centered on lithium battery technology, including lead-carbon and sodium-ion batteries[54] Corporate Governance and Management - The company is committed to maintaining high standards of corporate governance, having complied with most of the corporate governance code provisions, except for the absence of the chairman at the annual general meeting due to other commitments[86] - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited financial statements and discussed accounting principles and internal controls with management[88] - The board expressed gratitude to shareholders, customers, suppliers, and employees for their continued support[90] Market and Strategic Focus - The company aims to enhance its core competitiveness in energy storage and power solutions, focusing on high-performance communication networks and robust data processing capabilities[50] - The company plans to strategically increase its focus on high-end lead-acid battery business for data centers and telecommunications to drive sustainable growth[51] - The after-sales channel market is identified as a key opportunity for growth, emphasizing the importance of full lifecycle service and optimizing supply chain responsiveness[52] - The company is optimizing its global supply chain management through SAP to enhance local operational capabilities in North America[55] - A new production base in Mexico is expected to start operations in Q4 2023 to enhance service capabilities for North American customers[55] - The company plans to spin off its subsidiary Leoch Energy Inc. for a separate listing in the U.S. by February 2025, aiming to enhance the market value of both the spun-off and retained groups[57] Other Financial Metrics - The total financial costs decreased to RMB 153,745,000 in 2025 from RMB 160,085,000 in 2024, reflecting a reduction of 4.3%[23] - The income tax expense for the period was RMB 47,059,000, which is an increase of 93.5% compared to RMB 24,302,000 in 2024[24] - The company did not declare an interim dividend for the current period, compared to a dividend of 4 HK cents per share in the previous year[2] - The company did not engage in any significant acquisitions or disposals during the period[83] - The company and its subsidiaries did not purchase, sell, or redeem any listed securities during the period, and held no treasury shares as of June 30, 2025[89]