[Financial Highlights](index=1&type=section&id=Financial%20Highlights) The company recorded significant revenue growth for the six months ended June 30, 2025, but profit attributable to owners and EPS decreased, with no interim dividend recommended [Key Financial Indicators](index=1&type=section&id=Key%20Financial%20Indicators) The Group saw significant revenue growth for the six months ended June 30, 2025, but profit attributable to owners and EPS declined, with no interim dividend recommended Key Financial Indicators | Indicator | Six Months Ended June 30, 2025 (HK$) | Six Months Ended June 30, 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 4,048.9 million | 2,531.9 million | +59.9% | | Profit attributable to owners of the Company | 23.3 million | 40.6 million | -42.6% | | Basic and diluted earnings per share | 0.55 HK cents | 0.96 HK cents | -42.7% | | Interim dividend | Not recommended | Zero | No change | [Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This section provides an overview of the group's financial performance, including revenue, profit, and other comprehensive income [Profit or Loss Overview](index=2&type=section&id=Profit%20or%20Loss%20Overview) During the reporting period, the Group's revenue significantly increased, but gross profit growth lagged revenue, and profit for the period decreased, mainly due to reduced income tax expense and changes in other comprehensive income Profit or Loss Overview | Indicator | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 4,048,901 | 2,531,889 | +59.9% | | Direct costs | (3,962,471) | (2,488,688) | +59.2% | | Gross profit | 86,430 | 43,201 | +100.1% | | Other income and net gains | 91,661 | 144,414 | -36.5% | | Selling expenses | (7,291) | (11,015) | -33.8% | | Administrative and other operating expenses | (81,235) | (85,706) | -5.2% | | Finance costs | (23,961) | (30,204) | -20.7% | | Profit before income tax | 75,128 | 51,166 | +46.8% | | Income tax expense | (1,127) | (15,071) | -92.5% | | Profit for the period | 60,057 | 50,039 | +20.0% | | Profit for the period attributable to owners of the Company | 23,273 | 40,619 | -42.7% | | Profit for the period attributable to non-controlling interests | 26,766 | 19,438 | +37.7% | [Other Comprehensive Income](index=2&type=section&id=Other%20Comprehensive%20Income) During the reporting period, the Group's other comprehensive income shifted from a loss to a significant profit, primarily due to positive exchange differences from translating overseas operations Other Comprehensive Income | Indicator | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Exchange differences arising from translation of overseas operations | 49,971 | (44,468) | +94,439 | | Reclassification of cumulative translation reserve upon disposal of overseas operations | 81 | (431) | +512 | | Other comprehensive income/(expense) for the period, net of tax | 50,052 | (44,899) | +94,951 | | Total comprehensive income for the period attributable to owners of the Company | 55,172 | (17,433) | +72,605 | | Total comprehensive income for the period attributable to non-controlling interests | 44,919 | 32,591 | +12,328 | | Total comprehensive income for the period | 100,091 | 15,158 | +84,933 | [Condensed Consolidated Interim Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Financial%20Position) This section presents the group's financial position, detailing assets, equity, and liabilities [Assets Overview](index=4&type=section&id=Assets%20Overview) As of June 30, 2025, the Group's total assets significantly increased from the end of 2024, driven by substantial increases in right-of-use assets and trade and other receivables Assets Overview | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | **Non-current assets** | | | | | Property, plant and equipment | 1,307,009 | 1,306,181 | +0.06% | | Right-of-use assets | 892,717 | 11,516 | +7651.0% | | Intangible assets | 547 | 530 | +3.2% | | Deposits paid for acquisition of property, plant and equipment | 122,204 | 117,333 | +4.2% | | **Total non-current assets** | 2,322,477 | 1,435,560 | +61.8% | | **Current assets** | | | | | Trade and other receivables | 2,813,741 | 1,743,307 | +61.4% | | Inventories | 302,843 | 157,145 | +92.7% | | Pledged bank deposits | 402,301 | 824,863 | -51.2% | | Cash and bank balances | 128,999 | 265,887 | -51.5% | | **Total current assets** | 3,705,318 | 3,041,055 | +21.8% | | **Total assets** | 6,027,795 | 4,476,615 | +34.6% | [Equity Overview](index=4&type=section&id=Equity%20Overview) As of June 30, 2025, the Group's total equity increased, primarily driven by an increase in reserves and contributions from non-controlling interests Equity Overview | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Share capital | 2,640 | 2,640 | 0.0% | | Reserves | 1,296,499 | 1,114,116 | +16.4% | | **Equity attributable to owners of the Company** | 1,299,139 | 1,116,756 | +16.3% | | Non-controlling interests | 510,132 | 422,918 | +20.6% | | **Total equity** | 1,809,271 | 1,539,674 | +17.5% | [Liabilities Overview](index=5&type=section&id=Liabilities%20Overview) As of June 30, 2025, the Group's total liabilities significantly increased, mainly due to substantial growth in non-current lease liabilities and current trade and other payables Liabilities Overview | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | **Non-current liabilities** | | | | | Lease liabilities | 458,576 | 10,397 | +4310.0% | | Borrowings | 246,953 | 311,529 | -20.8% | | **Total non-current liabilities** | 705,529 | 321,926 | +119.2% | | **Current liabilities** | | | | | Contract liabilities | 51,871 | 50,605 | +2.5% | | Trade and other payables | 1,829,043 | 872,798 | +109.6% | | Lease liabilities | 197,887 | 1,192 | +16509.6% | | Borrowings | 1,419,388 | 1,668,775 | -14.9% | | Tax payable | 14,806 | 21,645 | -31.5% | | **Total current liabilities** | 3,512,995 | 2,615,015 | +34.3% | | **Total liabilities** | 4,218,524 | 2,936,941 | +43.6% | | Net current assets | 192,323 | 426,040 | -54.9% | [Notes to the Condensed Consolidated Interim Financial Statements](index=6&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section provides detailed notes on the accounting policies, segment information, and other financial disclosures [1. General Information and Basis of Preparation](index=6&type=section&id=1.%20General%20Information%20and%20Basis%20of%20Preparation) Central New Energy Holding Group Limited is incorporated in the Cayman Islands and listed on the HKEX, primarily engaged in new energy, green building, smart energy management, health, and catering supply chain businesses - The company was incorporated in the Cayman Islands on March 29, 2017, and listed on the Hong Kong Stock Exchange from March 29, 2018[9](index=9&type=chunk) - Principal businesses include: (i) new energy and engineering, procurement and construction (EPC); (ii) green building and construction-related businesses; (iii) smart energy management services; (iv) health and medical; and (v) catering supply chain[10](index=10&type=chunk) - The condensed consolidated interim financial statements are prepared in accordance with HKAS 34 and HKEX Listing Rules, presented in HK dollars[11](index=11&type=chunk)[12](index=12&type=chunk) [2. Significant Accounting Policies](index=6&type=section&id=2.%20Significant%20Accounting%20Policies) The Group's condensed consolidated interim financial statements are prepared using the historical cost convention and have adopted new HKFRS amendments with no material impact on financial position or performance - Financial statements are prepared under the historical cost convention, except for financial assets at fair value through profit or loss[13](index=13&type=chunk) - New HKFRS amendments adopted this period had no material impact on the financial position or performance for current and prior periods[13](index=13&type=chunk)[14](index=14&type=chunk) [3. Revenue, Other Income and Net Gains, and Segment Information](index=7&type=section&id=3.%20Revenue,%20Other%20Income%20and%20Net%20Gains,%20and%20Segment%20Information) Group revenue is primarily from new energy and EPC business, which saw significant growth and became the main contributor to total revenue, while other income and net gains decreased due to reduced government grants By Business Segment Revenue | Business Segment | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | New energy and EPC | 3,310,610 | 1,681,392 | +96.9% | | Green building and construction-related businesses | 42,838 | 404,152 | -89.4% | | Smart energy management services | 3,627 | 36,548 | -90.1% | | Health and medical | 691,826 | 399,657 | +73.1% | | Catering supply chain | – | 5,056 | -100.0% | | **Total revenue from contracts with customers** | 4,048,901 | 2,526,805 | +60.2% | | Rental income | – | 5,084 | -100.0% | | **Total revenue** | 4,048,901 | 2,531,889 | +59.9% | Other Income and Net Gains | Item | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Interest income | 5,707 | 3,796 | +50.3% | | Net gain on disposal of subsidiaries | 9,430 | 30,327 | -68.9% | | Net gain on disposal of property, plant and equipment | 21,890 | – | N/A | | Government grants | 54,370 | 109,760 | -50.5% | | Operating lease income | 188 | 424 | -55.7% | | Miscellaneous income | 76 | 107 | -29.0% | | **Total other income and net gains** | 91,661 | 144,414 | -36.5% | - The Group's operating segments include new energy and EPC, green building and construction-related businesses, smart energy management services, health and medical, and catering supply chain[18](index=18&type=chunk) [Segment Revenue and Performance Analysis](index=9&type=section&id=Segment%20Revenue%20and%20Performance%20Analysis) The new energy and EPC segment saw significant growth in both revenue and profit, becoming the Group's primary growth driver, while other segments experienced revenue declines Segment Revenue and Profit (Six Months Ended June 30, 2025) | Business Segment | Revenue (HK$'000) | Segment Profit/(Loss) (HK$'000) | | :--- | :--- | :--- | | New energy and EPC | 3,310,610 | 57,715 | | Green building and construction-related businesses | 42,838 | 30 | | Smart energy management services | 3,627 | (806) | | Health and medical | 691,826 | 604 | | Catering supply chain | – | – | | **Total** | 4,048,901 | 57,543 | Segment Revenue and Profit (Six Months Ended June 30, 2024) | Business Segment | Revenue (HK$'000) | Segment Profit/(Loss) (HK$'000) | | :--- | :--- | :--- | | New energy and EPC | 1,681,392 | 74,773 | | Green building and construction-related businesses | 409,236 | (2,029) | | Smart energy management services | 36,548 | 770 | | Health and medical | 399,657 | 1,188 | | Catering supply chain | 5,056 | 47 | | **Total** | 2,531,889 | 74,749 | [Segment Assets and Liabilities](index=10&type=section&id=Segment%20Assets%20and%20Liabilities) Both assets and liabilities of the new energy and EPC segment significantly increased, reflecting the Group's resource allocation and expansion in this core business area Segment Assets | Business Segment | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | New energy and EPC | 3,625,611 | 2,952,469 | | Green building and construction-related businesses | 28,931 | 33,668 | | Smart energy management services | 70,250 | 71,690 | | Health and medical | 78,960 | 3,107 | | Catering supply chain | 7,822 | 7,843 | | **Total segment assets** | 3,811,574 | 3,068,777 | Segment Liabilities | Business Segment | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | New energy and EPC | 2,975,282 | 2,705,210 | | Green building and construction-related businesses | 1,772 | 2,802 | | Smart energy management services | 72,977 | 73,641 | | Health and medical | 76,023 | 205 | | Catering supply chain | – | – | | **Total segment liabilities** | 3,126,054 | 2,781,858 | [4. Profit Before Income Tax](index=11&type=section&id=4.%20Profit%20Before%20Income%20Tax) Profit before tax was primarily affected by depreciation expenses and staff costs, with a significant increase in depreciation of right-of-use assets Profit Before Income Tax | Item | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 67,980 | 67,598 | | Depreciation of right-of-use assets | 12,646 | 721 | | Rental expense for short-term leases | 9,720 | 11,864 | | Staff costs (including directors' emoluments) | 68,601 | 50,685 | [5. Income Tax Expense](index=11&type=section&id=5.%20Income%20Tax%20Expense) During the reporting period, the Group's income tax expense significantly decreased, mainly due to tax refunds and incentive policies from the State Taxation Administration of China Income Tax Expense | Item | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong profits tax | – | – | | PRC current income tax | 1,108 | 13,963 | | Deferred income tax | 19 | 1,127 | | **Total income tax expense** | 1,127 | 15,071 | [6. Earnings Per Share](index=11&type=section&id=6.%20Earnings%20Per%20Share) Profit attributable to owners of the Company decreased during the reporting period, leading to a reduction in basic earnings per share, with no diluted earnings per share presented due to the absence of potential ordinary shares Earnings Per Share | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Profit for the period attributable to owners of the Company (HK$'000) | 23,273 | 40,619 | | Weighted average number of ordinary shares for basic EPS (thousand shares) | 4,224,000 | 4,224,000 | | Basic earnings per share (HK cents) | 0.55 | 0.96 | - No diluted earnings per share are presented for the reporting period and prior period as there were no outstanding potential ordinary shares[24](index=24&type=chunk) [7. Dividends](index=12&type=section&id=7.%20Dividends) The Board does not recommend the payment of an interim dividend for the reporting period, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the reporting period (prior period: nil)[25](index=25&type=chunk) [8. Trade and Other Receivables](index=12&type=section&id=8.%20Trade%20and%20Other%20Receivables) As of June 30, 2025, the Group's total trade and other receivables significantly increased, driven by growth in trade receivables and bills receivable, with most trade receivables aged within 30 days Total Trade and Other Receivables | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Trade receivables | 1,895,509 | 956,873 | | Bills receivable | 416,553 | 101,103 | | Other receivables and deposits | 623,883 | 802,664 | | **Total** | 2,935,945 | 1,860,640 | | Non-current portion | 122,204 | 117,333 | | Current portion | 2,813,741 | 1,743,307 | Ageing Analysis of Trade Receivables (excluding bills receivable) | Ageing | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 0 to 30 days | 1,230,626 | 767,746 | | 31 to 60 days | 28,584 | 52,315 | | 61 to 90 days | 110,336 | 100,496 | | Over 90 days | 528,255 | 38,608 | | **Total** | 1,897,801 | 959,165 | - Credit terms granted to customers generally range from 7 to 270 days[29](index=29&type=chunk) [9. Trade and Other Payables](index=13&type=section&id=9.%20Trade%20and%20Other%20Payables) As of June 30, 2025, the Group's total trade and other payables significantly increased, with trade payables showing substantial growth and most aged within 30 days Total Trade and Other Payables | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Trade payables | 1,714,400 | 799,335 | | Other payables and accrued expenses | 114,643 | 73,463 | | **Total** | 1,829,043 | 872,798 | Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 0 to 30 days | 1,021,310 | 609,431 | | 31 to 60 days | 118,755 | 115,741 | | 61 to 90 days | 156,004 | 24,019 | | Over 90 days | 418,331 | 50,144 | | **Total** | 1,714,400 | 799,335 | - Payment terms granted by suppliers typically range from 7 to 270 days from the date of the relevant purchase invoice[30](index=30&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the group's business performance, future strategies, and financial condition [Business Review](index=15&type=section&id=Business%20Review) The Group is undergoing strategic transformation, prioritizing resources for new energy and EPC business while scaling down green building operations, leading to strong performance in new energy and health segments - The Group has implemented strategic resource reallocation, prioritizing renewable energy initiatives, gradually scaling down green building operations, and increasing investment in emerging energy sectors[32](index=32&type=chunk) - New energy and EPC segment revenue was approximately **HK$3,310.6 million**, a year-on-year increase of **96.9%**, accounting for approximately **81.8% of total revenue**, driven by the completion of Phase II of the high-efficiency N-type battery project and full capacity production of PV modules and battery products[34](index=34&type=chunk) - Health and medical segment revenue was approximately **HK$691.8 million**, a year-on-year increase of **73.1%**, primarily driven by strong sales of green food products[37](index=37&type=chunk) - Revenue from green building and construction-related businesses, smart energy management services, and catering supply chain segments all significantly decreased, consistent with the Group's strategy of allocating more resources to the new energy and EPC segment[35](index=35&type=chunk)[36](index=36&type=chunk)[38](index=38&type=chunk) [Future Plans and Prospects](index=17&type=section&id=Future%20Plans%20and%20Prospects) The Group will continue to deepen cooperation and investment in the new energy sector, including developing new projects and expanding into "Belt and Road" markets, to solidify its position in high-efficiency PV N-type batteries and advanced PV module supply - The Group has entered into framework agreements for cooperation in new energy project development, decarbonization, sustainable aviation fuel, and related industries, and is exploring new energy market opportunities along the "Belt and Road" initiative[39](index=39&type=chunk) - The Group will continue to seek new green energy business opportunities in Fengtai County and Tongcheng City, and develop its high-efficiency PV N-type battery and advanced PV module supply business[39](index=39&type=chunk) - Plans include constructing a new phase of 6GW PV battery and 5GW PV module projects in Ningxia City, expected to be completed by Q2 2026 and commence production by the end of 2026[40](index=40&type=chunk) [Financial Performance Analysis](index=18&type=section&id=Financial%20Performance%20Analysis) During the reporting period, the Group's overall revenue significantly increased, gross profit and margin improved, but other income and net gains decreased, and administrative and other operating expenses increased, leading to a decrease in net profit for the period - Overall revenue was approximately **HK$4,048.9 million**, an increase of approximately **59.9%** from the prior period, mainly due to the combined effect of revenue growth in the new energy and EPC segment and the health and medical segment[41](index=41&type=chunk) - Gross profit was approximately **HK$86.4 million**, an increase of approximately **100.1%** from the prior period; gross profit margin increased from approximately **1.7% to 2.1%**, primarily due to the relatively higher gross profit margin of the new energy and EPC business segment[44](index=44&type=chunk) - Other income and net gains decreased to approximately **HK$91.7 million**, mainly due to reduced gains from disposal of subsidiaries and government grants[45](index=45&type=chunk) - Administrative and other operating expenses increased by approximately **9.3%** to approximately **HK$96.7 million**, consistent with increased development costs from the growth of PV module and N-type battery production lines[46](index=46&type=chunk) - Income tax expense decreased to approximately **HK$1.1 million**, mainly due to tax refunds and incentives from the State Taxation Administration of China[47](index=47&type=chunk) - Net profit for the period was approximately **HK$50.0 million**, a decrease from approximately **HK$60.1 million** in the prior period, primarily due to increased administrative and other operating expenses[48](index=48&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=19&type=section&id=Liquidity,%20Financial%20Resources,%20and%20Capital%20Structure) The Group's liquidity primarily stems from operating cash flow, but cash and bank balances and the current ratio both decreased, indicating tighter liquidity, while the gearing ratio significantly improved - Cash and bank balances were approximately **HK$129.0 million**, a decrease of approximately **51.5%** from approximately HK$265.9 million at the end of 2024[49](index=49&type=chunk) - The current ratio decreased from approximately **1.16 times** at the end of 2024 to approximately **1.05 times** as of June 30, 2025[49](index=49&type=chunk) - The gearing ratio decreased from approximately **128.6%** at the end of 2024 to approximately **92.1%**, indicating an improvement in financial leverage[50](index=50&type=chunk) [Foreign Exchange Risk](index=20&type=section&id=Foreign%20Exchange%20Risk) The Group primarily operates in China, with all operating transactions and revenues settled in RMB, exposing it to foreign exchange risk, which it actively manages - The Group primarily operates in China, with all operating transactions and revenues settled in RMB, exposing it to foreign exchange risk[51](index=51&type=chunk) - The Group has actively taken various measures to manage foreign exchange risk[51](index=51&type=chunk) [Material Investments, Acquisitions, and Disposals of Subsidiaries and Associates](index=20&type=section&id=Material%20Investments,%20Acquisitions,%20and%20Disposals%20of%20Subsidiaries%20and%20Associates) During the reporting period, the Group did not undertake any material investments or significant acquisitions and disposals of subsidiaries, associates, or joint ventures - During the reporting period, the Group did not hold any material investments or undertake any material acquisitions and disposals of subsidiaries, associates, or joint ventures[52](index=52&type=chunk) [Employees and Remuneration Policy](index=20&type=section&id=Employees%20and%20Remuneration%20Policy) The Group's employee count decreased, but staff costs increased, with remuneration policies regularly reviewed and adjusted based on performance and market conditions - As of June 30, 2025, the Group had **952 employees**, a decrease from 1,165 employees as of June 30, 2024[53](index=53&type=chunk) - Total staff costs for the reporting period were approximately **HK$68.6 million**, an increase from approximately HK$50.7 million in the prior period[53](index=53&type=chunk) - Remuneration policies and benefits are regularly reviewed, with salary increments and discretionary bonuses provided based on operating results, individual performance, and market conditions[53](index=53&type=chunk) [Capital Commitments](index=20&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group's capital commitments significantly decreased, primarily for the acquisition of property, plant and equipment and right-of-use assets - As of June 30, 2025, the Group had capital commitments of approximately **HK$282.5 million** for the acquisition of property, plant and equipment and right-of-use assets, a significant decrease from approximately HK$842.4 million at the end of 2024[54](index=54&type=chunk) [Contingent Liabilities](index=20&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities (June 30, 2024: nil)[55](index=55&type=chunk) [Other Information](index=21&type=section&id=Other%20Information) This section covers interim dividends, post-reporting period events, corporate governance, and other relevant disclosures [Interim Dividend for the Reporting Period](index=21&type=section&id=Interim%20Dividend%20for%20the%20Reporting%20Period) The Board does not recommend the payment of an interim dividend for the reporting period - The Board does not recommend the payment of an interim dividend for the reporting period (prior period: nil)[56](index=56&type=chunk) [Events After the Reporting Period](index=21&type=section&id=Events%20After%20the%20Reporting%20Period) No significant events occurred from the end of the reporting period up to the date of this announcement - No significant events occurred from the end of the reporting period up to the date of this announcement[57](index=57&type=chunk) [Compliance with Corporate Governance Code](index=21&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Group complied with all applicable provisions of the Corporate Governance Code during the reporting period, except for the combined roles of Chairman and CEO, which the Board believes enhances business strategy execution and operational efficiency - The Company has complied with all applicable code provisions of the Corporate Governance Code, except for code provision C.2.1[58](index=58&type=chunk) - Mr. Yu Zhuyun holds both the roles of Chairman and Chief Executive Officer, deviating from code provision C.2.1, but the Board believes this facilitates business strategy execution and enhances operational efficiency[58](index=58&type=chunk) - The Board's structure is appropriate, comprising two executive directors, two non-executive directors, and three independent non-executive directors, ensuring a balance of power[58](index=58&type=chunk) [Compliance with Model Code for Securities Transactions by Directors](index=22&type=section&id=Compliance%20with%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) All Directors confirmed full compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the reporting period - All Directors have confirmed their full compliance with the Model Code for Securities Transactions by Directors of Listed Issuers throughout the reporting period[59](index=59&type=chunk) [Changes in Nomination Committee Composition and Designation of Lead Independent Non-Executive Director](index=22&type=section&id=Changes%20in%20Nomination%20Committee%20Composition%20and%20Designation%20of%20Lead%20Independent%20Non-Executive%20Director) Effective July 14, 2025, there were changes in the composition of the Nomination Committee, and a Lead Independent Non-Executive Director was designated - Effective July 14, 2025, Ms. Zhu Yujuan and Dr. Li Xianglin were appointed as members of the Nomination Committee[60](index=60&type=chunk) - Effective July 14, 2025, Mr. Wang Wenxing was designated as the Lead Independent Non-executive Director[60](index=60&type=chunk) [Share Option Scheme](index=22&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme in 2018 to attract and retain talent and promote business development; as of the announcement date, 422,400,000 shares are available for issue, but no options were granted, exercised, cancelled, or lapsed during the reporting period - The Company adopted a share option scheme on March 13, 2018, to attract and retain talent, provide additional incentives, and promote business development[62](index=62&type=chunk) - As of the date of this announcement, the total number of shares available for issue under the share option scheme is **422,400,000 shares**, representing **10%** of the issued share capital[62](index=62&type=chunk) - No share options were granted, exercised, cancelled, or lapsed from the effective date of the share option scheme up to June 30, 2025[62](index=62&type=chunk) [Purchase, Sale, or Redemption of the Company's Listed Securities](index=22&type=section&id=Purchase,%20Sale,%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities, and no treasury shares were held - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[63](index=63&type=chunk) - As of June 30, 2025, the Company did not hold any treasury shares[63](index=63&type=chunk) [Competing Interests](index=23&type=section&id=Competing%20Interests) The Directors confirmed that during the reporting period, no controlling shareholders or Directors and their close associates had any disclosable interests in businesses competing with the Group's operations - The Directors confirmed that during the reporting period, no controlling shareholders or Directors and their respective close associates had any disclosable interests in any business that competes or is likely to compete, either directly or indirectly, with the Group's business[64](index=64&type=chunk) [Sufficiency of Public Float](index=23&type=section&id=Sufficiency%20of%20Public%20Float) The Directors confirmed that the company maintained a sufficient public float for its shares as required by the Listing Rules throughout the reporting period - The Directors confirmed that the Company maintained a sufficient public float for its shares as required by the Listing Rules throughout the reporting period[65](index=65&type=chunk) [Audit Committee](index=23&type=section&id=Audit%20Committee) The Audit Committee, established in 2018, comprises one non-executive director and two independent non-executive directors, responsible for overseeing financial reporting, internal controls, and risk management - The Audit Committee was established on March 13, 2018, comprising Mr. Qiao Xiaoge (Non-executive Director), Mr. Wang Wenxing (Independent Non-executive Director and Chairman), and Dr. Li Xianglin (Independent Non-executive Director)[66](index=66&type=chunk) - Its primary responsibilities include advising on the appointment of external auditors, reviewing and monitoring their independence, evaluating the effectiveness of internal control and risk management systems, formulating policies for non-audit services, and monitoring the integrity of financial statements[67](index=67&type=chunk) [Review of Interim Financial Results](index=24&type=section&id=Review%20of%20Interim%20Financial%20Results) The Group's interim financial results for the reporting period were unaudited but reviewed and approved by the Audit Committee, which deemed them compliant with applicable accounting standards and Listing Rules - The Group's interim financial results for the reporting period were unaudited but reviewed and approved by the Audit Committee[68](index=68&type=chunk) - The Audit Committee considered that the preparation of these results complied with applicable accounting standards and requirements, as well as the Listing Rules, and that adequate disclosures were made[68](index=68&type=chunk) [Publication of Interim Results Announcement and Interim Report](index=24&type=section&id=Publication%20of%20Interim%20Results%20Announcement%20and%20Interim%20Report) The interim results announcement is available on the HKEX and company websites, and the interim report will be dispatched to shareholders and published in due course - This interim results announcement is available on the HKEX website and the Company's website[69](index=69&type=chunk) - The Company's interim report for the reporting period will be dispatched to shareholders and published on the HKEX and the Company's respective websites in due course[69](index=69&type=chunk) [Board of Directors](index=24&type=section&id=Board%20of%20Directors) As of the announcement date, the Board of Directors comprises two executive directors (including the Chairman and CEO), two non-executive directors, and three independent non-executive directors - As of the date of this announcement, the executive directors are Mr. Yu Zhuyun (Chairman and Chief Executive Officer) and Mr. Li Menglin[71](index=71&type=chunk) - The non-executive directors are Mr. Qiao Xiaoge and Ms. Zhu Yujuan[71](index=71&type=chunk) - The independent non-executive directors are Dr. Li Xianglin, Mr. Wang Wenxing, and Dr. Zhou Chunsheng[71](index=71&type=chunk)

濰柴動力股份有限公司 WEICHAI POWER CO., LTD. （於 中 華 人 民 共 和 國 註 冊 成 立 的 股 份 有 限 公 司） （股 份 代 號：2338） 截至二零二五年六月三十日止六個月的 中期業績公佈 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 就 因 本 公 告 全 部或任何部份內容而產生或因依賴該等內容而引起的任何損失承擔任何責任。 財務摘要 （重 要 提 示：本 公 告 分 別 以 中 英 文 刊 載。如 中 英 文 有 任 何 差 異，概 以 中 文 為 準。） – 1 – • 營業收入約為人民幣113,152百 萬 元，增 長 約0.6%。 • 歸屬於母公司股東的淨利潤約為人民幣5,643百 萬 元，下 降 約4.4%。 • 每股基本盈利約為人民幣0.65元，下 降 約4.4%。 濰柴動力股份有限公司（「本 公 司」）董事會（「董 事 會」）欣然宣佈本公司及其附屬 公 司（「本 集 團」）截至二零二五年六月三十日止六個月（「本 期 間」）按中國企 ...

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之內容概不 負 責，對 其 準 確 性 或 完 備 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 會 對 因 本 公 告 全部或任何部分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。 GREENLAND HONG KONG HOLDINGS LIMITED 綠地香港控股有限公司 （於 開 曼 群 島 註 冊 成 立 之 有 限 公 司） （股 份 代 號：337） 二零二五年中期業績公告 綠地香港控股有限公司（「本公司」或「綠地香港」）董事會欣然宣佈本公司及其 子公司（統 稱「本集團」）截至二零二五年六月三十日止六個月（「二零二五年上 半 年」）的 未 經 審 核 中 期 業 績，連 同 截 至 二 零 二 四 年 六 月 三 十 日 止 六 個 月（「二 零 二四年上半年」）的 比 較 數 字 如 下： 簡明綜合損益及其他全面利潤表 截至二零二五年六月三十日止六個月 | | 附 註 | | | 截至六月三十日止六個月 | | | | --- | --- | --- | --- | --- | --- | --- | | | ...

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 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 告 全 部 或 任 何 部 份 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。 （於開曼群島註冊成立之有限公司） （股份代號：1102） 截 至 二 零 二 五 年 六 月 三 十 日 止 六 個 月 中 期 業 績 環 能 國 際 控 股 有 限 公 司（「本 公 司」）董 事 會（「董 事 會」）謹 此 宣 佈 本 公 司 及 其 附 屬 公 司（統 稱「本 集 團」）截 至 二 零 二 五 年 六 月 三 十 日 止 六 個 月 之 未 經 審 核 簡 明 綜 合 業 績，連 同 比 較 數 字 載 列 如 下： 簡 明 綜 合 損 益 表 截 至 二 零 二 五 年 六 月 三 十 日 止 六 個 月 | | | | | | | | | | | | | | | | | 截 | 至 | | | ...

Announcement Details [Interim Results Announcement](index=1&type=section&id=Interim%20Results%20Announcement) This announcement presents the unaudited interim results for the six months ended June 30, 2025, alongside changes in the nomination committee and alternate director appointments - The company announced its unaudited condensed consolidated interim results for the six months ended June 30, 2025[3](index=3&type=chunk) - The Board is pleased to announce changes in the composition of the nomination committee and the appointment of alternate directors[2](index=2&type=chunk) Financial Highlights [Summary Financial Performance](index=1&type=section&id=Summary%20Financial%20Performance) For the six months ended June 30, 2025, revenue decreased by 9.9% to RMB 116,593 thousands, loss for the period significantly narrowed by 68.1% to RMB 29,130 thousands, and core net profit declined by 39.7% to RMB 28,313 thousands Summary Financial Highlights for the Six Months Ended June 30 | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 116,593 | 129,405 | -9.9% | | Loss for the period | (29,130) | (91,293) | -68.1% | | Core net profit | 28,313 | 46,977 | -39.7% | | Core net profit margin | 24% | 36% | -12.0pp | | Loss per share (RMB) | (0.02) | (0.06) | -66.7% | - Core net profit, a non-HKFRS measure, helps investors assess the Group's business performance by excluding losses from fair value changes of investment properties[4](index=4&type=chunk) Condensed Consolidated Financial Statements [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the company's revenue was RMB 116,593 thousands, with operating loss significantly narrowing to RMB (8,584) thousands and loss for the period at RMB (29,130) thousands, primarily due to reduced fair value losses on investment properties Key Data from Condensed Consolidated Statement of Profit or Loss | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 116,593 | 129,405 | | Cost of sales | (21,615) | (21,517) | | Fair value loss on investment properties | (76,590) | (184,360) | | Operating loss | (8,584) | (89,642) | | Finance expenses – net | (24,557) | (26,849) | | Loss for the period | (29,130) | (91,293) | - The loss for the period is primarily attributable to owners of the company, amounting to RMB (29,086) thousands[5](index=5&type=chunk) [Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the company's total comprehensive loss for the period was RMB (29,130) thousands, consistent with the loss for the period, indicating no other comprehensive income items Condensed Consolidated Statement of Comprehensive Income | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Loss for the period | (29,130) | (91,293) | | Other comprehensive income for the period, net of tax | – | – | | Total comprehensive loss for the period | (29,130) | (91,293) | - The total comprehensive loss for the period is primarily attributable to owners of the company, amounting to RMB (29,086) thousands[6](index=6&type=chunk) [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets slightly decreased to RMB 2,649,416 thousands, total liabilities marginally increased to RMB 1,505,342 thousands, cash and cash equivalents rose to RMB 654,536 thousands, while investment property value decreased Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Total assets | 2,649,416 | 2,665,157 | | Total equity | 1,144,074 | 1,173,204 | | Total liabilities | 1,505,342 | 1,491,953 | | Investment properties | 1,897,520 | 1,971,588 | | Cash and cash equivalents | 654,536 | 582,501 | | Borrowings (non-current) | 573,320 | 574,420 | | Borrowings (current) | 262,704 | 239,004 | - Deferred income tax assets increased to RMB 5,195 thousands, while deferred income tax liabilities decreased to RMB 172,371 thousands[7](index=7&type=chunk)[8](index=8&type=chunk) Notes to the Interim Condensed Consolidated Financial Statements [General Information](index=6&type=section&id=General%20Information) Xinji Shaxi Group Co., Ltd. is incorporated in the Cayman Islands and primarily operates and manages hotel and household supplies malls in China, with its shares listed on the Main Board of the Hong Kong Stock Exchange on November 8, 2019 - The company is incorporated in the Cayman Islands and primarily engages in the operation and management of hotel and household supplies malls in China[9](index=9&type=chunk) - The company's shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited on November 8, 2019[10](index=10&type=chunk) [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) The unaudited interim condensed consolidated financial information is prepared in accordance with HKAS 34 "Interim Financial Reporting" and the Listing Rules, and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024 - The financial statements are prepared in accordance with HKAS 34 and the Listing Rules[11](index=11&type=chunk) - Financial information is presented in RMB, with all values rounded to the nearest thousand[10](index=10&type=chunk) [Application of New and Revised HKFRSs](index=7&type=section&id=Application%20of%20New%20and%20Revised%20HKFRSs) The Group first applied HKAS 21 (Amendment) "Lack of Exchangeability" for the accounting period beginning January 1, 2025, with no significant impact expected on the interim condensed consolidated financial statements - The Group has first applied HKAS 21 (Amendment) "Lack of Exchangeability", effective for accounting periods beginning on or after January 1, 2025[13](index=13&type=chunk) - These amendments are not expected to have a significant impact on the Group's unaudited interim condensed consolidated financial statements[14](index=14&type=chunk) [Key Accounting Estimates and Judgments](index=7&type=section&id=Key%20Accounting%20Estimates%20and%20Judgments) The preparation of interim financial information requires management to make judgments, estimates, and assumptions, which are consistent with those applied in the annual consolidated financial statements for the year ended December 31, 2024 - The significant judgments and sources of estimation uncertainty made by management in preparing the financial information are the same as those applied in the 2024 annual consolidated financial statements[15](index=15&type=chunk) [Segment Information](index=7&type=section&id=Segment%20Information) The Group's chief operating decision maker categorizes business into two operating segments: property leasing and property management services, with no geographical information presented as most revenue and assets are from the China market - The Group's operating segments include property leasing (managing self-owned/leased malls, online sales of hotel and household supplies, providing business management services) and property management services (providing services to tenants and apartment properties)[17](index=17&type=chunk)[18](index=18&type=chunk) - No geographical information is presented as most revenue and non-current assets are located in China[19](index=19&type=chunk) [Segment Revenue and Results](index=8&type=section&id=Segment%20Revenue%20and%20Results) For the six months ended June 30, 2025, property leasing segment revenue was RMB 88,017 thousands, property management services revenue was RMB 28,576 thousands, with property leasing recording a loss of RMB (14,504) thousands and property management services recording a profit of RMB 5,920 thousands Segment Revenue and Results (for the Six Months Ended June 30) | Indicator | Property Leasing (RMB thousands) | Property Management Services (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | | **2025** | | | | | Reportable segment revenue | 88,017 | 28,576 | 116,593 | | Segment (loss)/profit | (14,504) | 5,920 | (8,584) | | **2024** | | | | | Reportable segment revenue | 100,114 | 29,291 | 129,405 | | Segment (loss)/profit | (101,211) | 11,569 | (89,642) | - Property leasing revenue primarily derives from rental income, while property management services revenue primarily comes from contracts with customers[20](index=20&type=chunk) [Segment Assets and Liabilities](index=9&type=section&id=Segment%20Assets%20and%20Liabilities) As of June 30, 2025, property leasing segment assets were RMB 2,663,050 thousands and liabilities were RMB 443,316 thousands, while property management services segment assets were RMB 34,019 thousands and liabilities were RMB 71,070 thousands Segment Assets and Liabilities (as of June 30) | Indicator | Property Leasing (RMB thousands) | Property Management Services (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | | **2025** | | | | | Segment assets | 2,663,050 | 34,019 | 2,644,221 | | Segment liabilities | 443,316 | 71,070 | 461,538 | | **December 31, 2024** | | | | | Segment assets | 2,666,938 | 16,280 | 2,662,518 | | Segment liabilities | 429,227 | 53,771 | 462,298 | - Segment assets primarily include property and equipment, investment properties, intangible assets, receivables, and cash equivalents[22](index=22&type=chunk) - Segment liabilities primarily include trade and other payables, lease liabilities, contract liabilities, and customer advances[22](index=22&type=chunk) [Revenue](index=10&type=section&id=Revenue) For the six months ended June 30, 2025, total revenue was RMB 116,593 thousands, comprising RMB 83,595 thousands from property leasing, RMB 28,576 thousands from property management services, and RMB 4,418 thousands from goods sales Revenue Details (for the Six Months Ended June 30) | Revenue Source | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Property management services | 28,576 | 29,291 | | Goods sales | 4,418 | 4,518 | | Property leasing income | 83,595 | 95,596 | | **Total Revenue** | **116,593** | **129,405** | - Property management services revenue is recognized over the contract period with reference to performance progress, while goods sales revenue is recognized when customers obtain control of the assets[23](index=23&type=chunk)[24](index=24&type=chunk) - As of June 30, 2025, the total transaction price for long-term property management service contracts expected to be recognized after 1 year is RMB 228,171 thousands[25](index=25&type=chunk) [Cost of Sales, Selling & Marketing, Administrative Expenses](index=11&type=section&id=Cost%20of%20Sales,%20Selling%20%26%20Marketing,%20Administrative%20Expenses) For the six months ended June 30, 2025, total cost of sales, selling and marketing expenses, and administrative expenses were RMB 42,770 thousands, a slight increase from the prior year, with administrative expenses rising due to increased donations and selling and marketing expenses decreasing Details of Cost of Sales, Selling & Marketing, and Administrative Expenses | Expense Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Employee benefit expenses | 18,411 | 18,658 | | Cost of goods sold | 2,955 | 3,065 | | Marketing and advertising costs | 901 | 1,199 | | Property maintenance fees | 4,923 | 4,208 | | Donations | 1,000 | 77 | | **Total** | **42,770** | **41,902** | - Cost of sales amounted to RMB 21,615 thousands, selling and marketing expenses to RMB 3,707 thousands, and administrative expenses to RMB 17,448 thousands[27](index=27&type=chunk) [Income Tax Credit](index=12&type=section&id=Income%20Tax%20Credit) For the six months ended June 30, 2025, the company recorded an income tax credit of RMB 4,011 thousands, primarily from deferred income tax, with Chinese subsidiaries subject to a 25% corporate income tax rate Income Tax Credit Details | Tax Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current income tax - China corporate income tax | 9,377 | 8,224 | | Deferred income tax credit | (13,388) | (33,422) | | **Total** | **(4,011)** | **(25,198)** | - The corporate income tax rate for Chinese subsidiaries is 25%[29](index=29&type=chunk) - Subsidiaries in the Cayman Islands, British Virgin Islands, and Hong Kong (without taxable profits) are exempt from income tax[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) [Loss Per Share](index=13&type=section&id=Loss%20Per%20Share) For the six months ended June 30, 2025, basic and diluted loss per share improved to RMB 0.02, from RMB 0.06 in the prior year, with diluted loss per share being the same as basic loss per share due to the absence of potential dilutive ordinary shares Loss Per Share Calculation Data | Indicator | 2025 (RMB thousands/thousands of shares) | 2024 (RMB thousands/thousands of shares) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the company | (29,086) | (91,484) | | Weighted average number of shares | 1,492,944 | 1,496,800 | | **Basic and diluted loss per share (RMB)** | **(0.02)** | **(0.06)** | - The company had no potential dilutive ordinary shares outstanding during the reporting period, thus diluted loss per share is the same as basic loss per share[35](index=35&type=chunk) [Dividends](index=13&type=section&id=Dividends) The Board did not recommend the declaration of an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board did not recommend the declaration of an interim dividend for the six months ended June 30, 2025[36](index=36&type=chunk) [Investment Properties](index=13&type=section&id=Investment%20Properties) As of June 30, 2025, the net book value of investment properties was RMB 1,897,520 thousands, a decrease from the end of 2024, with a fair value change loss of RMB 76,590 thousands recognized during the period, significantly reduced from the prior year Changes in Investment Properties | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Net book value at beginning of period | 1,971,588 | 2,284,851 | | Disposals | (5,370) | – | | Fair value change loss recognized in profit or loss | (76,590) | (314,532) | | Net book value at end of period | 1,897,520 | 1,971,588 | - Investment properties are revalued by independent valuers using the income capitalization approach and the comparison approach[38](index=38&type=chunk) - Investment properties amounting to RMB 853,830 thousands are pledged as collateral for the Group's borrowings[38](index=38&type=chunk) [Lease, Trade and Other Receivables](index=14&type=section&id=Lease,%20Trade%20and%20Other%20Receivables) As of June 30, 2025, total current receivables amounted to RMB 85,770 thousands, with net operating lease receivables at RMB 42,749 thousands, net finance lease receivables at RMB 12,273 thousands, and net trade receivables at RMB 10,725 thousands Details of Net Receivables | Receivable Category | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Operating lease receivables – net | 42,749 | 42,286 | | Finance lease receivables – net | 12,273 | 25,499 | | Trade receivables – net | 10,725 | 5,597 | | Other receivables – net | 14,613 | 14,307 | | **Total current portion** | **85,770** | **68,691** | - Finance lease receivables primarily arise from property leasing business, where customers are obligated to settle payments according to lease contracts[41](index=41&type=chunk) - Impairment losses have been recognized for deposits paid, refundable amounts, and advances for acquisition of subsidiaries[45](index=45&type=chunk) [Trade and Other Payables and Lease Liabilities](index=17&type=section&id=Trade%20and%20Other%20Payables%20and%20Lease%20Liabilities) As of June 30, 2025, current trade and other payables were RMB 159,497 thousands, and total lease liabilities were RMB 177,523 thousands, with the company having received RMB 50 million in deposits from property developers, included in other payables Details of Trade and Other Payables | Payable Category | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade payables | 15,227 | 17,502 | | Amounts payable for construction contracts | 20,894 | 22,179 | | Accrued salaries | 21,718 | 20,907 | | Tenant deposits | 59,953 | 59,199 | | Property developer deposits | 50,000 | 50,000 | | **Total current portion** | **159,497** | **162,795** | Details of Lease Liabilities | Term | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 1 year | 26,817 | 27,675 | | Over 1 year but not exceeding 2 years | 20,152 | 23,506 | | Over 2 years but not exceeding 5 years | 57,291 | 59,494 | | Over 5 years | 73,263 | 83,184 | | **Total** | **177,523** | **193,859** | - The RMB 50 million property developer deposit is related to the proposed Shaxi Village renovation plan, which is pending approval[47](index=47&type=chunk) [Borrowings](index=19&type=section&id=Borrowings) As of June 30, 2025, the Group's total bank borrowings were RMB 836,024 thousands, with a current portion of RMB 262,704 thousands, bearing interest at annual rates from 3.85% to 6.13% and secured by investment properties, with some personally guaranteed by directors Borrowings Details | Borrowing Category | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank borrowings - secured | 836,024 | 813,424 | | Less: Non-current portion | (573,320) | (574,420) | | **Current portion** | **262,704** | **239,004** | - Bank borrowings bear interest at annual rates ranging from 3.85% to 6.13% and are secured by investment properties amounting to RMB 853,830 thousands[49](index=49&type=chunk) - Part of the bank borrowings are personally guaranteed by Mr. Zhang Hanquan, Mr. Mei Zuoting, and Mr. Zhang Weixin, directors of the company, for RMB 157,000 thousands[49](index=49&type=chunk) Management Discussion and Analysis [Financial Review](index=20&type=section&id=Financial%20Review) During the reporting period, the company's revenue slightly decreased by 9.9% due to rental concessions, while loss for the period significantly narrowed by 68.1% mainly due to reduced fair value losses on investment properties, and core net profit declined by 39.7% primarily due to lower property leasing income [Revenue](index=20&type=section&id=Revenue_FinancialReview) The Group's revenue decreased by 9.9% from approximately RMB 129.4 million in the same period of 2024 to approximately RMB 116.6 million in the reporting period, primarily due to rental concessions granted to merchants Revenue Details and Year-on-Year Change | Revenue Source | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Rental income | 83,595 | 95,596 | -12.6% | | Property management services | 28,576 | 29,291 | -2.4% | | Sales of goods | 4,418 | 4,518 | -2.2% | | Others | 4 | – | N/A | | **Total** | **116,593** | **129,405** | **-9.9%** | - Rental income, accounting for 72% of total revenue, decreased by approximately RMB 12.0 million, mainly due to rental concessions granted to merchants in the first half of 2025[54](index=54&type=chunk) - Property management services revenue slightly decreased by 2.4%, and sales of goods revenue slightly decreased by 2.2%, both remaining stable[55](index=55&type=chunk)[56](index=56&type=chunk) [Cost of Sales](index=21&type=section&id=Cost%20of%20Sales_FinancialReview) Cost of sales for the reporting period was approximately RMB 21.6 million, showing no significant change compared to approximately RMB 21.5 million in the same period of 2024 - Cost of sales remained largely stable compared to the prior year, with no significant changes[57](index=57&type=chunk) [Fair Value Loss on Investment Properties](index=21&type=section&id=Fair%20Value%20Loss%20on%20Investment%20Properties) Fair value loss on investment properties significantly decreased by approximately RMB 107.8 million to approximately RMB 76.6 million in the reporting period, primarily due to the recovery of occupancy rates at Xinji Shaxi Hotel Supplies Expo City market and stable annual rental prices in the Shenyang market Fair Value Loss on Investment Properties | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (RMB thousands) | | :--- | :--- | :--- | :--- | | Fair value loss | (76,600) | (184,400) | 107,800 | - The reduction in loss is mainly attributable to the recovery of occupancy rates at Xinji Shaxi Hotel Supplies Expo City market and stable annual rental prices in the Shenyang market[58](index=58&type=chunk) [Selling and Marketing Expenses](index=21&type=section&id=Selling%20and%20Marketing%20Expenses) Selling and marketing expenses decreased by approximately RMB 0.7 million or 15.6% to approximately RMB 3.7 million in the reporting period, primarily due to reduced related expenses Selling and Marketing Expenses | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Selling and marketing expenses | 3,700 | 4,400 | -15.6% | [Administrative Expenses](index=21&type=section&id=Administrative%20Expenses) Administrative expenses increased by approximately RMB 1.5 million or 9.1% to approximately RMB 17.4 million in the reporting period, mainly due to a RMB 1.0 million increase in donation expenses compared to the prior year Administrative Expenses | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Administrative expenses | 17,400 | 16,000 | 9.1% | - The primary reason for the increase in administrative expenses is a RMB 1.0 million increase in donation expenses during the reporting period[60](index=60&type=chunk) [Other Income](index=21&type=section&id=Other%20Income_FinancialReview) Other income decreased by approximately RMB 0.6 million or 24.2% to approximately RMB 1.8 million in the reporting period Other Income | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Other income | 1,800 | 2,400 | -24.2% | [Operating Loss and Operating Loss Margin](index=22&type=section&id=Operating%20Loss%20and%20Operating%20Loss%20Margin) Operating loss significantly decreased by approximately RMB 81.0 million or 90.4% to approximately RMB 8.6 million in the reporting period, primarily due to the reduction in fair value loss on investment properties Operating Loss | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Operating loss | (8,600) | (89,600) | -90.4% | - The reduction in operating loss is primarily due to the decrease in fair value loss on investment properties[62](index=62&type=chunk) [Finance Income](index=22&type=section&id=Finance%20Income) Finance income decreased by approximately RMB 0.8 million or 43.6% to approximately RMB 1.1 million in the reporting period, mainly due to lower bank deposit interest rates Finance Income | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Finance income | 1,100 | 1,900 | -43.6% | - The decrease in finance income is primarily due to lower bank deposit interest rates[63](index=63&type=chunk) [Finance Expenses](index=22&type=section&id=Finance%20Expenses) Finance expenses decreased by approximately RMB 3.1 million or 10.8% to approximately RMB 25.6 million in the reporting period, mainly due to the repayment of some loans and lower loan interest rates Finance Expenses | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Finance expenses | 25,600 | 28,700 | -10.8% | - The decrease in finance expenses is primarily due to the repayment of some loans and lower loan interest rates[64](index=64&type=chunk) [Net Finance Expenses](index=22&type=section&id=Net%20Finance%20Expenses) Net finance expenses for the reporting period were approximately RMB 24.6 million, a decrease from approximately RMB 26.8 million in the same period of 2024, for the same reasons as the reduction in finance expenses Net Finance Expenses | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net finance expenses | 24,600 | 26,800 | - The decrease in net finance expenses is primarily due to the repayment of some loans and lower loan interest rates[65](index=65&type=chunk) [Loss for the Period](index=22&type=section&id=Loss%20for%20the%20Period) The Group's loss decreased by 68.1% from approximately RMB 91.3 million in the same period of 2024 to approximately RMB 29.1 million in the reporting period, primarily due to the reduction in fair value loss on investment properties Loss for the Period | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the period | (29,100) | (91,300) | -68.1% | - The reduction in loss is primarily due to the decrease in fair value loss on investment properties held by the Group[66](index=66&type=chunk) [Core Net Profit](index=22&type=section&id=Core%20Net%20Profit) Core net profit for the reporting period decreased by 39.7% from approximately RMB 47.0 million in the same period of 2024 to approximately RMB 28.3 million, mainly due to a reduction of approximately RMB 12.8 million in property leasing income Core Net Profit | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Core net profit | 28,313 | 46,977 | -39.7% | - Core net profit is a non-HKFRS measure designed to assess the actual business performance by excluding the impact of non-recurring items such as fair value changes of investment properties[67](index=67&type=chunk) - The decrease in core net profit is primarily due to a reduction of approximately RMB 12.8 million in property leasing income[67](index=67&type=chunk) [Liquidity and Financial Resources](index=23&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the company's cash and cash equivalents increased to RMB 654.5 million, with the gearing ratio improving to 16%, and both net current assets and current ratio increasing, indicating enhanced liquidity Key Data for Liquidity and Financial Resources | Indicator | June 30, 2025 (RMB thousands/%) | December 31, 2024 (RMB thousands/%) | | :--- | :--- | :--- | | Cash and cash equivalents | 654,500 | 582,500 | | Bank borrowings | 836,000 | 813,400 | | Gearing ratio | 16% | 20% | | Net current assets | 145,600 | 100,400 | | Current ratio | 1.24 | 1.18 | - Bank borrowings bear interest at annual rates ranging from 4.43% to 6.06% and are secured by investment properties[70](index=70&type=chunk) [Cash and Cash Equivalents](index=23&type=section&id=Cash%20and%20Cash%20Equivalents) As of June 30, 2025, the Group's cash and cash equivalents were approximately RMB 654.5 million, an increase from RMB 582.5 million at the end of 2024, primarily denominated in RMB Cash and Cash Equivalents | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | 654,500 | 582,500 | [Borrowings and Pledges of Group Assets](index=23&type=section&id=Borrowings%20and%20Pledges%20of%20Group%20Assets) As of June 30, 2025, the Group's bank borrowings were approximately RMB 836.0 million, a slight increase from RMB 813.4 million at the end of 2024, with borrowings secured by investment properties valued at approximately RMB 853.8 million Borrowings and Pledged Assets | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank borrowings | 836,000 | 813,400 | | Pledged investment property value | 853,800 | 859,600 | [Gearing Ratio](index=23&type=section&id=Gearing%20Ratio) As of June 30, 2025, the gearing ratio (calculated as net debt divided by total capital) was 16%, an improvement from 20% as of December 31, 2024 Gearing Ratio | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Gearing ratio | 16% | 20% | [Net Current Assets and Current Ratio](index=23&type=section&id=Net%20Current%20Assets%20and%20Current%20Ratio) As of June 30, 2025, the Group had net current assets of approximately RMB 145.6 million and a current ratio of 1.24, both improved from the end of 2024, indicating a healthy liquidity position Net Current Assets and Current Ratio | Indicator | June 30, 2025 (RMB thousands/ratio) | December 31, 2024 (RMB thousands/ratio) | | :--- | :--- | :--- | | Net current assets | 145,600 | 100,400 | | Current ratio | 1.24 | 1.18 | [Future Plans for Major Investments or Capital Assets](index=24&type=section&id=Future%20Plans%20for%20Major%20Investments%20or%20Capital%20Assets) Except as disclosed in the prospectus or this announcement, the Group had no other future plans for major investments or capital assets as of June 30, 2025 - The Group had no other future plans for major investments or capital assets at the end of the reporting period[74](index=74&type=chunk) [Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=24&type=section&id=Acquisitions%20and%20Disposals%20of%20Subsidiaries,%20Associates%20and%20Joint%20Ventures) During the reporting period, the Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures - No significant acquisitions or disposals of subsidiaries, associates, and joint ventures occurred during the reporting period[75](index=75&type=chunk) [Treasury Management](index=24&type=section&id=Treasury%20Management) There were no significant changes in the Group's funding and treasury policies during the reporting period - There were no significant changes in the Group's funding and treasury policies during the reporting period[76](index=76&type=chunk) [Business Review](index=24&type=section&id=Business%20Review) The Group primarily operates hotel and household supplies malls in China, with business operations structured into six main segments, and revenue mainly derived from operating lease rental income from self-owned/leased malls and property management services - The Group primarily operates hotel and household supplies malls in China, with business operations structured into 6 main segments[77](index=77&type=chunk) - The main sources of revenue are operating lease rental income from self-owned/leased malls and property management services revenue[77](index=77&type=chunk) [Overview of Business Segments](index=24&type=section&id=Overview%20of%20Business%20Segments) The Group's six main business segments include malls (hotel and household supplies), sub-leased apartments, property management projects, entrusted malls, online mall sales, and exhibition management business - Business segments include malls, sub-leased apartments, property management projects, entrusted malls, online sales of hotel and household supplies, and exhibition management business[77](index=77&type=chunk) [Malls](index=24&type=section&id=Malls) The Group owns 5 malls, including 3 hotel supplies malls (Xinji Shaxi Hotel Supplies Expo City, Xinji Haotai Hotel Supplies City, Shenyang Xinji Shaxi Hotel Supplies Expo City) and 2 household supplies malls (Xinji Dashi Furniture City, Shenyang Xinji Shaxi International Household Supplies Expo Center) - The Group owns 5 malls, including 3 hotel supplies malls and 2 household supplies malls[78](index=78&type=chunk)[80](index=80&type=chunk) [Sub-leased Apartments](index=25&type=section&id=Sub-leased%20Apartments) Xinji Yuzheng, an indirect wholly-owned subsidiary, entered into a sub-lease agreement with Longmei Dongman to sub-lease Yuanyang Bangshe, and then sub-leased it to Bangshe Apartment Guangzhou for a 10-year term at a total consideration of approximately RMB 170.9 million - Xinji Yuzheng sub-leased Yuanyang Bangshe, with a total gross floor area of approximately 34,394 square meters, for a term of approximately 14.4 years[81](index=81&type=chunk) - Xinji Yuzheng then sub-leased Yuanyang Bangshe to Bangshe Apartment Guangzhou for a 10-year term at a total consideration of approximately RMB 170.9 million[81](index=81&type=chunk) [Property Management Projects](index=25&type=section&id=Property%20Management%20Projects) The Group has completed the acquisitions of Guangzhou Youxiang and Foshan Youxiang, primarily providing property management services for commercial complex projects, currently managing projects such as Xiajiao, Shangjiao Comprehensive Building, Yuedao, Longmei, and Xinji Plaza, with property leasing and management service income in Guangzhou decreasing - The Group acquired Guangzhou Youxiang and Foshan Youxiang, engaged in property management services for commercial complex projects[82](index=82&type=chunk) - Managed property projects include Xiajiao, Shangjiao Comprehensive Building, Yuedao, Longmei, and Xinji Plaza[82](index=82&type=chunk) Property Leasing and Management Service Income by Region (for the Six Months Ended June 30) | Region | Property Leasing Income 2025 (RMB thousands) | Property Leasing Income 2024 (RMB thousands) | Property Management Service Income 2025 (RMB thousands) | Property Management Service Income 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Guangzhou Region | 78,144 | 88,223 | 16,200 | 16,539 | | Foshan Region | – | – | 5,645 | 4,419 | | Shenyang Region | 5,451 | 7,373 | 6,731 | 8,333 | [Entrusted Malls](index=26&type=section&id=Entrusted%20Malls) The Group provides mall operation services to other mall owners, responsible for marketing and daily operations, and collects brand licensing fees and operation management fees, with the specific operating hours for the first entrusted hotel supplies mall, Yuetang International Hotel Supplies Trading and Exhibition Center, still under discussion and coordination - The Group provides mall operation services, responsible for marketing and daily operations, and collects brand licensing fees and operation management fees[84](index=84&type=chunk) - Yuetang International Hotel Supplies Trading and Exhibition Center is the Group's first entrusted hotel supplies mall, with specific operating hours yet to be determined[85](index=85&type=chunk) [Online Mall](index=27&type=section&id=Online%20Mall) During the reporting period, online mall sales of goods revenue was approximately RMB 4.4 million, largely consistent with the prior year, while the online mall's operating profit margin decreased to approximately 18% (2024: 39%) Online Mall Sales of Goods Revenue and Operating Profit Margin | Indicator | 2025 (RMB thousands/%) | 2024 (RMB thousands/%) | | :--- | :--- | :--- | | Sales of goods revenue | 4,400 | 4,500 | | Operating profit margin | 18% | 39% | - All goods sold are hotel and household supplies[86](index=86&type=chunk) [Exhibition Management Business](index=27&type=section&id=Exhibition%20Management%20Business) The Group provides exhibition management services for the South China Hotel Expo (CHE), but the CHE exhibition has been suspended since the outbreak of the COVID-19 pandemic in 2020, generating no revenue - The Group provides exhibition management services for the South China Hotel Expo (CHE)[87](index=87&type=chunk) - Since the COVID-19 pandemic in 2020, the CHE exhibition has been suspended and has generated no revenue[87](index=87&type=chunk) [Future Outlook](index=27&type=section&id=Future%20Outlook) The Group anticipates a continuously challenging business environment and will adjust its operating strategies to adapt to market changes, aiming to expand property management services, seek new business opportunities for diversified revenue streams, adhere to a light-asset model, and grow its online mall business - The Group will continuously adjust its operating strategies to adapt to market changes and strive to expand its property management services business[88](index=88&type=chunk) - It will seek new business opportunities, broaden revenue sources, and achieve business diversification for sustained and stable development[88](index=88&type=chunk) - The Group will adhere to the "brand output, management output, cooperative operation" light-asset model for rapid development and establish a vertical e-commerce service platform for the hotel supplies industry to expand its online mall business[89](index=89&type=chunk) Other Information [Compliance with Corporate Governance Code](index=28&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company has complied with the principles and applicable code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Zhang Hanquan, which the Board believes is beneficial to the Group's management and subject to effective oversight by senior management and the Board - The company has complied with the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Zhang Hanquan[90](index=90&type=chunk) - The Board believes Mr. Zhang Hanquan's dual role is beneficial to the Group's development, with experienced senior management and the Board providing effective oversight and balance of power[91](index=91&type=chunk) - The company has an internal audit function, and the Audit Committee comprises all independent non-executive directors, with direct access to external auditors and independent professional advisors[92](index=92&type=chunk)[94](index=94&type=chunk) [Standard Code for Securities Transactions](index=29&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The company has adopted the Standard Code set out in Appendix C3 of the Listing Rules as the code of conduct for directors, senior management, and employees dealing in the company's securities, and all directors confirmed compliance during the reporting period - The company has adopted the Standard Code set out in Appendix C3 of the Listing Rules[96](index=96&type=chunk) - All directors confirmed compliance with the Standard Code during the reporting period and were not aware of any non-compliance by senior management[96](index=96&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=29&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Listed%20Securities) During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities[97](index=97&type=chunk) [Share Option Scheme](index=29&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on October 3, 2019, but no share options have been granted, exercised, cancelled, or lapsed, and there are no outstanding share options from the adoption date to June 30, 2025 - The company adopted a share option scheme on October 3, 2019[98](index=98&type=chunk) - As of June 30, 2025, no share options have been granted, exercised, cancelled, or lapsed, and there are no outstanding share options[98](index=98&type=chunk) [Events After Reporting Period](index=29&type=section&id=Events%20After%20Reporting%20Period) Except as disclosed in this announcement, there were no other significant events after June 30, 2025, and up to the date of this announcement - No other significant events occurred after the reporting period, other than those disclosed in this announcement[99](index=99&type=chunk) [Audit Committee](index=30&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, has reviewed the Group's interim results, accounting principles, and practices for the reporting period, discussed internal controls and financial reporting with management, and believes the interim results comply with relevant accounting standards - The Audit Committee comprises three independent non-executive directors: Dr. Zeng Zhaowu (Chairman), Mr. Tan Zhenshan, and Dr. Zheng Decheng[100](index=100&type=chunk) - The Committee has reviewed the interim results, accounting principles, and practices, and believes the interim results comply with relevant accounting standards[100](index=100&type=chunk) [Interim Results and Interim Report Publication](index=30&type=section&id=Interim%20Results%20and%20Interim%20Report%20Publication) This results announcement has been published on the HKEX website and the company's website, and the 2025 interim report containing all information will be dispatched to shareholders and published on the website in September 2025 - The results announcement has been published on the HKEX website and the company's website[101](index=101&type=chunk) - The 2025 interim report will be dispatched to shareholders and published on the website in September 2025[101](index=101&type=chunk) [Changes in Nomination Committee Composition](index=30&type=section&id=Changes%20in%20Nomination%20Committee%20Composition) Effective August 29, 2025, Ms. Wang Yixue, a non-executive director, and Mr. Tan Zhenshan, an independent non-executive director, were appointed as members of the Nomination Committee, which now comprises five members, aiming to enhance board effectiveness and diversity in compliance with amended Listing Rules - Ms. Wang Yixue and Mr. Tan Zhenshan were appointed as members of the Nomination Committee, effective August 29, 2025[102](index=102&type=chunk) - Following the changes, the Nomination Committee comprises five members, including Chairman Mr. Zhang Hanquan, Ms. Wang, Dr. Zeng Zhaowu, Mr. Tan, and Dr. Zheng Decheng[103](index=103&type=chunk) - This change aims to enhance board effectiveness and diversity, and comply with the amendments to the Listing Rules and Corporate Governance Code effective July 1, 2025[103](index=103&type=chunk)[104](index=104&type=chunk) [Appointment of Alternate Directors](index=31&type=section&id=Appointment%20of%20Alternate%20Directors) The Board resolved to appoint Mr. Zhang Weiquan, Mr. Mei Jiawei, and Mr. Zhang Jiajian as alternate directors for Mr. Zhang Hanquan, Mr. Mei Zuoting, and Mr. Zhang Weixin, respectively, effective August 29, 2025, with these alternate directors not having service contracts or receiving remuneration from the company - Mr. Zhang Weiquan, Mr. Mei Jiawei, and Mr. Zhang Jiajian were appointed as alternate directors for Mr. Zhang Hanquan, Mr. Mei Zuoting, and Mr. Zhang Weixin, respectively[105](index=105&type=chunk) - Mr. Zhang Weiquan is the younger brother of Mr. Zhang Hanquan, Mr. Mei Jiawei is the son of Mr. Mei Zuoting, and Mr. Zhang Jiajian is the son of Mr. Zhang Weixin[106](index=106&type=chunk)[108](index=108&type=chunk)[110](index=110&type=chunk) - The alternate directors have not entered into service contracts with the company and do not receive any remuneration[113](index=113&type=chunk)

[Financial Performance](index=2&type=section&id=Financial%20Performance) This section presents the group's financial statements, including comprehensive income, financial position, and notes on accounting policies and risk management [Condensed Consolidated Statement of Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) The Group reported a **HK$12,666 thousand** net loss for the six months ended June 30, 2025, turning from profit due to other net losses Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 49,516 | 52,506 | | Cost of sales | (40,525) | (46,042) | | Gross profit | 8,991 | 6,464 | | Other net (loss)/gain | (6,184) | 15,023 | | Operating (loss)/profit | (12,618) | 1,908 | | (Loss)/profit for the period | (12,666) | 1,872 | | (Loss)/profit attributable to owners of the Company | (12,624) | 2,250 | | Basic and diluted (loss)/earnings per share (HK cents) | (0.85) | 0.15 | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) Total assets decreased to **HK$51,381 thousand** as of June 30, 2025, primarily due to reduced current assets, including cash and financial assets Condensed Consolidated Statement of Financial Position (As at June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 7,468 | 7,378 | | Current assets | 43,913 | 50,979 | | Total assets | 51,381 | 58,357 | | **Equity** | | | | Equity attributable to owners of the Company | 36,581 | 49,573 | | Total equity | 31,992 | 45,410 | | **Liabilities** | | | | Non-current liabilities | 2,692 | 3,085 | | Current liabilities | 16,697 | 9,862 | | Total liabilities | 19,389 | 12,947 | | Total equity and liabilities | 51,381 | 58,357 | - Inventories within current assets increased from **HK$5,060 thousand** to **HK$14,608 thousand**, while financial assets at fair value through profit or loss significantly decreased from **HK$16,641 thousand** to **HK$9,581 thousand**[4](index=4&type=chunk) - Trade and other payables within current liabilities significantly increased from **HK$8,250 thousand** to **HK$15,780 thousand**[4](index=4&type=chunk) [Notes](index=4&type=section&id=Notes) This section details financial statement preparation, going concern assessment, and significant accounting policies, addressing liquidity challenges [Basis of Preparation](index=4&type=section&id=1.%20Basis%20of%20Preparation) This section outlines the company's registration, primary business activities, and accounting standards for interim financial statements - The Company was incorporated in the Cayman Islands and its shares have been listed on GEM since February 7, 2014[5](index=5&type=chunk) - The Group primarily engages in the trading, development, and sale of display and optical products, related electronic components, and health-related and other products[5](index=5&type=chunk) - The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA and the GEM Listing Rules, and have been reviewed by the Audit Committee but not by external auditors[5](index=5&type=chunk)[6](index=6&type=chunk) [Going Concern Basis](index=4&type=section&id=Going%20Concern%20Basis) The Group's loss and net cash outflow necessitate plans to sell financial assets and control costs to ensure continued operations - The Group recorded a loss attributable to owners of **HK$12,624 thousand** for the six months ended June 30, 2025 (prior period: profit of HK$2,250 thousand), with net cash outflow from operating activities of **HK$8,423 thousand**[7](index=7&type=chunk) - As of June 30, 2025, net current assets were **HK$27,216 thousand** (December 31, 2024: HK$41,117 thousand), and cash and cash equivalents were **HK$15,103 thousand** (December 31, 2024: HK$24,407 thousand)[7](index=7&type=chunk) - To improve liquidity and financial position, the Group plans to sell financial assets at fair value through profit or loss (**HK$9,581 thousand**), continue cost control measures, and enhance operating cash flow and working capital[7](index=7&type=chunk)[8](index=8&type=chunk) - The Board considers the preparation of financial statements on a going concern basis appropriate, but the ability to continue as a going concern depends on the successful implementation of these plans to generate sufficient cash flow[8](index=8&type=chunk)[10](index=10&type=chunk) [Significant Accounting Policies](index=5&type=section&id=2.%20Significant%20Accounting%20Policies) Significant accounting policies are consistent with prior annual statements, with no material impact from new or revised standards - The significant accounting policies adopted in preparing the interim financial statements are consistent with those used for the annual financial statements for the year ended December 31, 2024[9](index=9&type=chunk) - Several new and revised standards are applicable for the current reporting period but have not had a significant impact on the Group[9](index=9&type=chunk) [Financial Risk Management and Financial Instruments](index=6&type=section&id=3.%20Financial%20Risk%20Management%20and%20Financial%20Instruments) The Group faces market, credit, liquidity, and price risks, with financial instruments measured using a three-level hierarchy and fair value losses - The Group's operations are exposed to market risk (including foreign exchange risk and cash flow and fair value interest rate risk), credit risk, liquidity risk, and price risk[12](index=12&type=chunk) [Financial Instruments by Category](index=6&type=section&id=3.1%20Financial%20Instruments%20by%20Category) This section categorizes the Group's financial assets and liabilities by amortized cost, fair value through OCI, and fair value through profit or loss Financial Instruments (HK$ thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Financial Assets** | | | | Financial assets at amortized cost | 18,128 | 28,034 | | Financial assets at fair value through other comprehensive income | 1,593 | 1,368 | | Financial assets at fair value through profit or loss | 9,581 | 16,641 | | **Financial Liabilities** | | | | Financial liabilities at amortized cost | 16,395 | 10,122 | [Financial Risk Factors](index=6&type=section&id=3.2%20Financial%20Risk%20Factors) Risk management policies have remained unchanged since the previous year-end, addressing various financial risk exposures - Risk management policies have not changed since the year-end[13](index=13&type=chunk) [Liquidity Risk](index=7&type=section&id=3.3%20Liquidity%20Risk) This section presents the contractual maturities of the Group's non-derivative financial liabilities, indicating short-term obligations Contractual Maturities of Non-Derivative Financial Liabilities (HK$ thousand) | Maturity | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Less than 1 year | 13,805 | 7,154 | | Between 1 and 2 years | 848 | 865 | | Between 2 and 5 years | 1,977 | 2,402 | | Total contractual undiscounted cash flows | 16,630 | 10,421 | [Fair Value Measurement](index=7&type=section&id=3.4%20Fair%20Value%20Measurement) Financial instruments are classified into a three-level fair value hierarchy, with significant reclassification and fair value losses on listed equity securities - The Group classifies financial instruments into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[15](index=15&type=chunk) Financial Assets Measured and Recognized at Fair Value (HK$ thousand) | Category | Total June 30, 2025 | Total December 31, 2024 | | :--- | :--- | :--- | | Financial assets at fair value through profit or loss (listed equity securities) | 9,581 | 16,641 | | Financial assets at fair value through other comprehensive income (unlisted equity securities) | 1,593 | 1,368 | | **Total** | **11,174** | **18,009** | - The Group's ordinary shares in Mobvoi Inc. (approximately **1.64%** stake) are classified as Level 1 financial assets, with their fair value decreasing due to market fluctuations[16](index=16&type=chunk)[18](index=18&type=chunk) - Equity investment in a private company (engaged in R&D, manufacturing, and sales of lithium battery separator films) is classified as a Level 3 financial asset, with an approximate **0.96%** stake[18](index=18&type=chunk) - Mobvoi shares were reclassified from Level 3 to Level 1 after their listing in April 2024[19](index=19&type=chunk) - Valuation of Level 3 instruments uses the discounted cash flow method, with a weighted average cost of capital of **14.11%**[21](index=21&type=chunk) [Revenue](index=10&type=section&id=4.%20Revenue) The Group's revenue is primarily derived from the sale of display and optical products, related electronic components, and health-related and other products - Revenue refers to income from the sale of display products, optical products and related electronic components, health-related products, and other products to external parties[22](index=22&type=chunk) [Segment Information](index=10&type=section&id=5.%20Segment%20Information) Revenue is analyzed by product category, geographical location, and major customers, with non-current assets also segmented by location - Information for resource allocation and assessment focuses on revenue analysis by product, without providing other independent financial data[23](index=23&type=chunk) [(a) Revenue by Product Category for the Six Months Ended June 30, 2025](index=10&type=section&id=%28a%29%20Revenue%20by%20Product%20Category%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025) This table details the Group's revenue breakdown by major product categories for the six months ended June 30, 2025 and 2024 Major Product Revenue (HK$ thousand) | Product Category | 2025 | 2024 | | :--- | :--- | :--- | | Thin Film Transistor Liquid Crystal Display ("TFT-LCD") panels and modules | 36,899 | 21,372 | | Health-related products | 7,432 | 6,884 | | Electronic billboards | 3,299 | 7,332 | | Optical products | 113 | 16,176 | | Others | 1,773 | 742 | | **Total** | **49,516** | **52,506** | [(b) Revenue by Geographical Location for the Six Months Ended June 30, 2025](index=11&type=section&id=%28b%29%20Revenue%20by%20Geographical%20Location%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025) This table presents the Group's revenue from external customers, segmented by geographical location for the six months ended June 30, 2025 and 2024 Revenue by Geographical Location (HK$ thousand) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 47,472 | 46,991 | | Taiwan | 1,424 | 2,307 | | Mainland China | 620 | 3,208 | | **Total** | **49,516** | **52,506** | [(c) Revenue from Major Customers for the Six Months Ended June 30, 2025](index=11&type=section&id=%28c%29%20Revenue%20from%20Major%20Customers%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025) This table discloses revenue generated from major customers, each accounting for 10% or more of the Group's total revenue Major Customer Revenue (HK$ thousand) | Customer | 2025 | 2024 | | :--- | :--- | :--- | | Customer A | 21,008 | — | | Customer B | 10,124 | — | [(d) Non-current Assets by Geographical Location](index=11&type=section&id=%28d%29%20Non-current%20Assets%20by%20Geographical%20Location) This table provides an analysis of the Group's non-current assets, excluding financial assets, segmented by their geographical location Non-current Assets by Geographical Location (HK$ thousand) | Region | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Hong Kong | 4,677 | 4,739 | | Mainland China | 1,125 | 1,126 | | Taiwan | 73 | 145 | | **Total** | **5,875** | **6,010** | [Other Net (Loss)/Gain](index=12&type=section&id=6.%20Other%20Net%20%28Loss%29%2FGain) The period recorded a net other loss of **HK$6,184 thousand**, primarily due to a **HK$7,060 thousand** fair value loss on financial assets Other Net (Loss)/Gain (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Fair value changes of financial assets at fair value through profit or loss | (7,060) | 15,082 | | Net exchange gain/(loss) | 778 | (233) | | Others | 98 | 174 | | **Total** | **(6,184)** | **15,023** | [Finance Costs](index=12&type=section&id=7.%20Finance%20Costs) Total finance costs for the period were **HK$63 thousand**, mainly comprising interest expenses on bank loans and lease liabilities Finance Costs (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Interest expense on bank loans | 55 | 79 | | Interest expense on lease liabilities | 8 | 52 | | **Total** | **63** | **131** | [(Loss)/Profit Before Income Tax](index=12&type=section&id=8.%20%28Loss%29%2FProfit%20Before%20Income%20Tax) The loss before income tax for the period was **HK$12,663 thousand**, influenced by inventory costs, obsolete inventory provision, and depreciation Factors Affecting (Loss)/Profit Before Income Tax (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Cost of inventories sold | 39,792 | 45,347 | | Net provision for/(reversal of provision for) obsolete inventories | 163 | (348) | | Depreciation of property, plant and equipment | 147 | 55 | | Depreciation of right-of-use assets | — | 122 | | Impairment provision for right-of-use assets | — | 387 | [Income Tax (Expense)/Credit](index=13&type=section&id=9.%20Income%20Tax%20%28Expense%29%2FCredit) Income tax expense for the period was **HK$3 thousand**, primarily deferred tax, with no Hong Kong profits tax provision Income Tax (Expense)/Credit (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Current income tax — Hong Kong profits tax: adjustment in respect of prior years | — | 36 | | Deferred income tax | (3) | — | | **Total** | **(3)** | **36** | - No Hong Kong profits tax provision was made as the Group had no estimated assessable profits in Hong Kong[30](index=30&type=chunk) [Dividends](index=13&type=section&id=10.%20Dividends) The Board of Directors did not declare an interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board of Directors did not declare an interim dividend for the six months ended June 30, 2025 (2024: nil)[31](index=31&type=chunk) [Basic and Diluted (Loss)/Earnings Per Share](index=13&type=section&id=11.%20Basic%20and%20Diluted%20%28Loss%29%2FEarnings%20Per%20Share) Basic and diluted loss per share was **HK$0.85 cents**, reflecting the loss attributable to owners, compared to HK$0.15 cents earnings in the prior period Basic and Diluted (Loss)/Earnings Per Share | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | (Loss)/profit attributable to owners of the Company (HK$ thousand) | (12,624) | 2,250 | | Weighted average number of ordinary shares in issue (thousand shares) | 1,483,687 | 1,483,687 | | Basic and diluted (loss)/earnings per share (HK cents per share) | (0.85) | 0.15 | - Basic and diluted (loss)/earnings per share were not adjusted as the Group had no potentially dilutive ordinary shares in issue during the current and prior periods[33](index=33&type=chunk) [Trade and Other Receivables](index=14&type=section&id=12.%20Trade%20and%20Other%20Receivables) Total trade and other receivables decreased slightly to **HK$4,621 thousand**, with an increase in trade receivables over 90 days Trade and Other Receivables (HK$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade receivables | 1,377 | 1,764 | | Prepayments, deposits and other receivables | 3,244 | 3,107 | | **Total** | **4,621** | **4,871** | Ageing Analysis of Trade Receivables (HK$ thousand) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0–30 days | 923 | 1,077 | | 31–60 days | 106 | 423 | | 61–90 days | 22 | 48 | | Over 90 days | 326 | 216 | [Trade and Other Payables](index=14&type=section&id=13.%20Trade%20and%20Other%20Payables) Total trade and other payables significantly increased to **HK$15,780 thousand**, mainly due to a substantial rise in customer deposits received Trade and Other Payables (HK$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade payables | 322 | 101 | | Customer deposits received | 10,855 | 3,017 | | Accruals and other payables | 4,603 | 5,132 | | **Total** | **15,780** | **8,250** | Ageing Analysis of Trade Payables (HK$ thousand) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0–30 days | 22 | 49 | | 31–60 days | 43 | — | | 61–90 days | — | — | | Over 90 days | 257 | 52 | [Events After the Reporting Period](index=14&type=section&id=14.%20Events%20After%20the%20Reporting%20Period) Subsequent to the reporting period, the Group sold a portion of its Mobvoi shares to enhance cash flow and liquidity - After June 30, 2025, the Group sold a total of **7,515,000** Mobvoi shares in the open market for a total cash consideration of approximately **HK$6.9 million**[35](index=35&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's business performance, financial results, and future outlook, including strategies for market challenges [Business Review](index=15&type=section&id=Business%20Review) First-half revenue decreased by 6%, turning to a loss due to financial asset fair value losses, despite strong TFT-LCD sales and health product growth - The Group primarily engages in the trading, development, and sale of display and optical products and related electronic components, as well as health-related and other products[36](index=36&type=chunk) - Revenue for the period was approximately **HK$49,516 thousand**, a decrease of approximately **6%** compared to the prior period[37](index=37&type=chunk) - The Group recorded a fair value loss of approximately **HK$7,060 thousand** on financial assets at fair value through profit or loss, resulting in a loss attributable to owners of approximately **HK$12,624 thousand** for the period, turning from profit to loss[37](index=37&type=chunk) - Revenue from TFT-LCD panels and modules was approximately **HK$36,899 thousand**, an increase of approximately **73%** compared to the prior period, mainly driven by strategic stocking activities due to US tariff policies[38](index=38&type=chunk) - Optical product revenue significantly decreased to approximately **HK$113 thousand** (prior period: HK$16,176 thousand), primarily due to intensified price competition in Mainland China's new energy vehicle industry[39](index=39&type=chunk) - Electronic billboard revenue was approximately **HK$3,299 thousand**, a decrease of approximately **55%** compared to the prior period, reflecting reduced sales in Taiwan and the education sector[39](index=39&type=chunk) - Health-related product revenue was approximately **HK$7,432 thousand**, an increase of approximately **8%** compared to the prior period, benefiting from increased sales of rapid antigen test kits, expanded sales channels, and the development of pet health food series[40](index=40&type=chunk) - The Group is expanding into the electric vehicle charging infrastructure sector, selling smart EV charging facilities and solutions to diversify its business[40](index=40&type=chunk) - The fair value of the Group's Mobvoi shares decreased from **HK$16,641 thousand** to **HK$9,581 thousand**, recognizing a fair value loss of approximately **HK$7,060 thousand**[41](index=41&type=chunk) - The Company is authorized to sell up to all its Mobvoi shares and has sold a portion after the reporting period to enhance cash flow[41](index=41&type=chunk) [Outlook](index=17&type=section&id=Outlook) The Group anticipates continued business pressure in H2 2025 but will focus on cost control, seizing opportunities, and diversifying business - The Group expects continued business pressure in the second half of 2025 amidst global economic uncertainties[42](index=42&type=chunk) - The Group will continue to implement measures for efficient cost control while actively seizing development opportunities in various sectors with flexible strategies[42](index=42&type=chunk) [Financial Review](index=17&type=section&id=Financial%20Review) Revenue decreased by 6%, but gross profit increased by 39%; however, significant financial asset fair value losses led to a net loss [Revenue](index=17&type=section&id=Revenue_FR) Total revenue was approximately **HK$49,516 thousand**, a 6% decrease, with TFT-LCD and health product growth partially offsetting declines - Total revenue for the period was approximately **HK$49,516 thousand**, a decrease of approximately **6%** compared to the prior period[43](index=43&type=chunk) - Increased revenue from TFT-LCD panels and modules and health-related products partially offset significant decreases in optical products and electronic billboards revenue[43](index=43&type=chunk) [Gross Profit](index=18&type=section&id=Gross%20Profit) Gross profit increased by approximately **39%** to **HK$8,991 thousand**, primarily driven by higher revenue from better-margin products - Gross profit for the period was approximately **HK$8,991 thousand**, an increase of approximately **39%** compared to the prior period, mainly due to increased revenue from major products with higher gross margins[44](index=44&type=chunk) [Other Net (Loss)/Gain](index=18&type=section&id=Other%20Net%20%28Loss%29%2FGain_FR) The Group recorded an other net loss of approximately **HK$6,184 thousand**, mainly due to a **HK$7,060 thousand** fair value loss on financial assets - The Group recorded an other net loss of approximately **HK$6,184 thousand** for the period, primarily due to a fair value loss of approximately **HK$7,060 thousand** on financial assets at fair value through profit or loss (Mobvoi shares)[45](index=45&type=chunk) [Expenses](index=18&type=section&id=Expenses) Distribution and selling expenses decreased by 44%, general and administrative expenses by 5%, and R&D expenses by 31%, reflecting cost control - Distribution and selling expenses were approximately **HK$4,323 thousand**, a decrease of approximately **44%**, mainly due to reduced promotion expenses and staff costs[46](index=46&type=chunk) - General and administrative expenses were approximately **HK$10,762 thousand**, a decrease of approximately **5%**, mainly due to streamlined travel and professional fees[46](index=46&type=chunk) - Research and development expenses were approximately **HK$340 thousand**, a decrease of approximately **31%**, mainly due to reduced staff costs[46](index=46&type=chunk) [Finance Costs](index=18&type=section&id=Finance%20Costs_FR) Finance costs primarily consisted of **HK$55 thousand** in bank loan interest and **HK$8 thousand** in lease liability interest expenses - Finance costs for the period primarily consisted of interest expense on bank loans of approximately **HK$55 thousand** and interest expense on lease liabilities of approximately **HK$8 thousand**[47](index=47&type=chunk) [(Loss)/Profit Attributable to Owners of the Company for the Period](index=19&type=section&id=%28Loss%29%2FProfit%20Attributable%20to%20Owners%20of%20the%20Company%20for%20the%20Period) The loss attributable to owners was approximately **HK$12,624 thousand**, a reversal from profit, despite reduced operating losses - The loss attributable to owners of the Company for the period was approximately **HK$12,624 thousand**, compared to a profit of approximately HK$2,250 thousand in the prior period[48](index=48&type=chunk) - Despite a reduction in operating losses, the fair value loss on financial assets led to the Group turning from profit to loss for the period[48](index=48&type=chunk) [Liquidity and Financial Resources](index=19&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's liquidity relies on operating cash flow and bank borrowings, with decreased cash and increased gearing, but sufficient resources are expected - The Group's primary sources of funds are used to finance working capital and to fund the growth and expansion of its operations and sales network[49](index=49&type=chunk) [Cash and Cash Equivalents by Currency](index=19&type=section&id=Cash%20and%20Cash%20Equivalents%20by%20Currency) This table presents the carrying amounts of the Group's bank deposits, bank balances, and cash, denominated in various currencies Cash and Cash Equivalents (HK$ thousand) | Currency | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | USD | 5,172 | 9,856 | | HKD | 5,157 | 6,556 | | RMB | 4,288 | 7,745 | | TWD | 486 | 250 | | **Total** | **15,103** | **24,407** | [Bank Borrowings and Repayment Schedule](index=20&type=section&id=Bank%20Borrowings%20and%20Repayment%20Schedule) The Group's total bank borrowings of approximately **HK$3,440 thousand** are due in 2029, with a detailed repayment schedule provided - As of June 30, 2025, the Group's total bank borrowings were approximately **HK$3,440 thousand**, obtained through the Hong Kong SAR Government's SME Financing Guarantee Scheme, and are due in 2029[51](index=51&type=chunk) Bank Loan Repayment Schedule (HK$ thousand) | Repayment Period | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | On demand or within one year | 754 | 743 | | More than one year but not exceeding two years | 778 | 766 | | More than two years but not exceeding five years | 1,908 | 2,300 | | **Total** | **3,440** | **3,809** | [Gearing Ratio](index=20&type=section&id=Gearing%20Ratio) As of June 30, 2025, the Group's gearing ratio increased to **10.8%** from 8.4% at December 31, 2024 - As of June 30, 2025, the Group's gearing ratio was **10.8%** (December 31, 2024: 8.4%)[52](index=52&type=chunk) [Contingent Liabilities](index=20&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[53](index=53&type=chunk) [Pledged Assets](index=20&type=section&id=Pledged%20Assets) As of June 30, 2025, the Group had no pledged assets - As of June 30, 2025, the Group had no pledged assets[54](index=54&type=chunk) [Capital Commitments](index=21&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no significant capital commitments - As of June 30, 2025, the Group had no significant capital commitments[55](index=55&type=chunk) [Purchase, Sale or Redemption of Securities](index=21&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Securities) During the period, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's shares - During the period, the Company did not redeem any of its shares, nor did the Company or any of its subsidiaries purchase or sell any shares of the Company[56](index=56&type=chunk) [Corporate Governance and Other Information](index=21&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section covers the Group's corporate governance, compliance with trading codes, non-competition undertakings, and ongoing legal proceedings [Compliance with Code of Conduct for Directors' Securities Transactions](index=21&type=section&id=Compliance%20with%20Code%20of%20Conduct%20for%20Directors%27%20Securities%20Transactions) The Company adopted a stringent code of conduct for directors' securities transactions, with all directors confirming compliance - The Company has adopted a code of conduct for directors' securities transactions that is no less exacting than the required standards set out in Rules 5.48 to 5.67 of the GEM Listing Rules[57](index=57&type=chunk) - All directors confirmed compliance with the Company's adopted standards and code of conduct for trading during the period[57](index=57&type=chunk) [Non-Competition Undertaking](index=22&type=section&id=Non-Competition%20Undertaking) Controlling shareholders committed not to engage in businesses competing with the Group's restricted activities via a non-competition undertaking - Controlling shareholders Mr. Zheng Weide and Winful Enterprises Limited have entered into a deed of non-competition undertaking, committing not to directly or indirectly engage in, participate in, or hold any business that competes with the Group's restricted business[58](index=58&type=chunk) - The covenantors and their associates are also prohibited from interfering with or disrupting the restricted business, including soliciting the Group's customers, suppliers, or employees[59](index=59&type=chunk) [Competing Interests](index=22&type=section&id=Competing%20Interests) No directors or controlling shareholders held any competing business interests or other conflicts of interest with the Group during the period - During the period, no directors or controlling shareholders of the Company held any business or interest that competes or may compete with the Group's business, and there were no other conflicts of interest[60](index=60&type=chunk) [Legal Proceedings Involving the Company and Directors](index=22&type=section&id=Legal%20Proceedings%20Involving%20the%20Company%20and%20Directors) The Company and certain current/former directors are involved in SFC legal proceedings alleging breaches of duties, which are actively being defended - The Company received a petition from the SFC under Section 214 of the Securities and Futures Ordinance against certain current and former directors and the Company[61](index=61&type=chunk) - The SFC alleges that the director respondents breached their duties in relation to the disposal of approximately **50.14%** equity interest in Sunlit Photonics Inc[61](index=61&type=chunk) - The director respondents have suspended their directorships, and Mr. Zheng Weide has also suspended his roles as Chairman of the Board and Chief Executive Officer, with Mr. Jian Wenwei appointed as Acting Chairman[62](index=62&type=chunk) - The director respondents disagree with the SFC's allegations and intend to actively defend the proceedings, which are ongoing[63](index=63&type=chunk) [Corporate Governance](index=23&type=section&id=Corporate%20Governance) The Company has adopted and complied with all code provisions of the Corporate Governance Code as per Appendix C1 of the GEM Listing Rules - The Company has adopted and complied with all code provisions of the Corporate Governance Code in effect during the period[64](index=64&type=chunk) [Audit Committee](index=23&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors and chaired by Ms. Xu Huimin, reviewed and provided input on this announcement - The Audit Committee comprises three independent non-executive directors, chaired by Ms. Xu Huimin, who possesses expertise in accounting and financial management[65](index=65&type=chunk) - The Audit Committee has reviewed this announcement and provided its opinions and responses[65](index=65&type=chunk) [By Order of the Board](index=23&type=section&id=By%20Order%20of%20the%20Board) This announcement is issued by Mr. Jian Wenwei, Acting Chairman, on behalf of the Board, including four executive directors (three suspended) and three independent non-executive directors - This announcement is issued by Mr. Jian Wenwei, the Acting Chairman, by order of the Board[66](index=66&type=chunk) - The Board comprises four executive directors (Mr. Zheng Weide, Mr. Liao Jiarong, Mr. Xie Jiarong, who have suspended their duties, and Mr. Zhang Huanjia) and three independent non-executive directors (Mr. Jian Wenwei, Ms. Xu Huimin, and Mr. Liu Yiji)[66](index=66&type=chunk)

[I. Company Information and Interim Results Announcement](index=1&type=section&id=I.%20Company%20Information%20and%20Interim%20Results%20Announcement) This section provides an overview of the company and its interim results announcement, reviewed by the audit committee and auditors [1.1 Company Overview and Announcement Statement](index=1&type=section&id=1.1%20Company%20Overview%20and%20Announcement%20Statement) This announcement, issued by HKEX and SEHK, presents Shouhui Industrial Financial Services Group Limited's (stock code: 730) unaudited condensed consolidated interim results for the six months ended June 30, 2025, reviewed by the Board's audit committee and auditors - Shouhui Industrial Financial Services Group Limited (stock code: 730) released its unaudited condensed consolidated interim results for the six months ended **June 30, 2025**[3](index=3&type=chunk) - The interim results have been reviewed by the company's Board Audit Committee and auditors[3](index=3&type=chunk) [II. Condensed Consolidated Financial Statements](index=1&type=section&id=II.%20Condensed%20Consolidated%20Financial%20Statements) This section presents the company's condensed consolidated statements of profit or loss and other comprehensive income, and financial position [2.1 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=2.1%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, total revenue significantly decreased by **56%** to **HKD 47,822 thousand**, while profit for the period slightly increased by **5%** to **HKD 27,493 thousand**, driven by a **111%** rise in other income and reversal of financial asset impairment losses Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 47,822 | 109,452 | -56% | | Revenue from sale and leaseback arrangements | 29,650 | 93,805 | -68% | | Revenue from supply chain management and fintech business | 16,149 | 13,513 | +19.5% | | Property rental income | 2,023 | 2,134 | -5.2% | | Gross profit | 40,799 | 57,723 | -29.4% | | Other income | 11,094 | 5,253 | +111.2% | | Administrative expenses | (25,198) | (25,014) | +0.7% | | Fair value change of investment properties | (8,452) | (2,341) | +261.0% | | Reversal of impairment loss on financial assets (impairment loss) | 17,727 | (559) | N/A | | Operating profit | 35,970 | 35,052 | +2.6% | | Finance costs | (326) | (583) | -44.0% | | Share of profit of an associate | 1,354 | 2,556 | -47.0% | | Profit before income tax | 36,998 | 37,025 | -0.1% | | Income tax expense | (9,505) | (10,764) | -11.7% | | Profit for the period | 27,493 | 26,261 | +4.7% | | Profit attributable to owners of the Company | 19,838 | 17,981 | +10.3% | | Non-controlling interests | 7,655 | 8,280 | -7.6% | | Total comprehensive income for the period | 14,331 | 53,317 | -73.1% | | Basic and diluted earnings per ordinary share attributable to owners of the Company (HK cents) | 0.50 | 0.45 | +11.1% | - The increase in profit for the period was primarily due to significant investment in risk management for sale and leaseback customers, reducing financial asset impairment losses[49](index=49&type=chunk) - The decrease in total revenue was mainly due to a shift in business focus, reallocating more resources from individual customers to corporate clients within the sale and leaseback arrangements business segment[49](index=49&type=chunk)[50](index=50&type=chunk) [2.2 Condensed Consolidated Statement of Financial Position](index=4&type=section&id=2.2%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets slightly decreased by **1%** to **HKD 1,863,590 thousand**, while total liabilities significantly reduced by **23%** to **HKD 104,830 thousand**, primarily due to a decrease in current liabilities, leading to a current ratio increase to **1,133%** Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | Change (%) | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Total non-current assets | 909,294 | 624,742 | +45.5% | | Total current assets | 954,296 | 1,243,280 | -23.3% | | Total assets | 1,863,590 | 1,868,022 | -0.2% | | **Equity** | | | | | Share capital and reserves attributable to owners of the Company | 1,423,097 | 1,394,912 | +2.0% | | Non-controlling interests | 335,663 | 336,132 | -0.1% | | Total equity | 1,758,760 | 1,731,044 | +1.6% | | **Liabilities** | | | | | Total non-current liabilities | 20,613 | 21,749 | -5.3% | | Total current liabilities | 115,229 | 84,217 | +36.8% | | Total liabilities | 104,830 | 136,978 | -23.4% | | Total equity and liabilities | 1,863,590 | 1,868,022 | -0.2% | | Cash and cash equivalents | 330,152 | 282,810 | +16.7% | | Receivables under sale and leaseback arrangements (non-current) | 648,501 | 358,308 | +81.0% | | Receivables under sale and leaseback arrangements (current) | 112,860 | 566,938 | -80.1% | | Receivables under credit financing arrangements | 492,955 | 377,580 | +30.6% | | Trade receivables | 2,194 | 2,752 | -20.3% | | Trade payables | 4 | 1,783 | -99.8% | | Other payables and accrued expenses | 100,360 | 77,341 | +29.8% | | Current ratio | 1,133% | 1,079% | +54% | | Total borrowings (non-current) | 16,525 | 16,274 | +1.5% | - Total non-current assets significantly increased by **45.5%**, primarily due to a substantial rise in non-current receivables under sale and leaseback arrangements[7](index=7&type=chunk) - Total current liabilities increased by **36.8%**, but overall total liabilities decreased, reflecting an optimized liability structure[8](index=8&type=chunk) [III. Notes to the Condensed Consolidated Interim Financial Information](index=6&type=section&id=III.%20Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Information) This section provides detailed notes on the company's general information, basis of preparation, accounting policies, segment information, and other financial disclosures [3.1 General Information](index=6&type=section&id=3.1%20General%20Information) Shouhui Industrial Financial Services Group Limited is an investment holding company incorporated in Bermuda, with principal businesses including sale and leaseback arrangements, property leasing, and supply chain management and fintech services, with financial information presented in HKD - The company is an investment holding company incorporated in Bermuda, with shares listed on the **Hong Kong Stock Exchange**[9](index=9&type=chunk) - Its principal businesses are providing sale and leaseback arrangements, property leasing services, and supply chain management and fintech business[9](index=9&type=chunk) - The condensed consolidated interim financial information is presented in **HKD** and is unaudited[9](index=9&type=chunk)[10](index=10&type=chunk) [3.2 Basis of Preparation](index=6&type=section&id=3.2%20Basis%20of%20Preparation) This interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 issued by the HKICPA and should be read in conjunction with the Group's consolidated financial statements for the year ended December 31, 2024; the company's functional currency is RMB, but financial information is presented in HKD - The condensed consolidated interim financial information is prepared in accordance with **Hong Kong Accounting Standard 34 'Interim Financial Reporting'**[11](index=11&type=chunk) - The company's functional currency is **RMB**, but the condensed consolidated interim financial information is presented in **HKD**[12](index=12&type=chunk) [3.3 Accounting Policies, Estimates, and Judgments](index=6&type=section&id=3.3%20Accounting%20Policies,%20Estimates,%20and%20Judgments) The accounting policies adopted in this period are consistent with the previous financial year, with only the HKAS 21 amendment adopted, which had no significant impact on financial performance; management's significant judgments and estimates are consistent with the prior year's consolidated financial statements - Accounting policies are consistent with those adopted in the previous financial year and relevant interim reporting period, except for the adoption of new and revised standards and interpretations[13](index=13&type=chunk) - The application of amendments to Hong Kong Financial Reporting Standards (Amendments to **HKAS 21: Lack of Exchangeability**) had no significant impact on the Group's financial performance and position[14](index=14&type=chunk)[15](index=15&type=chunk) - The significant judgments and key sources of estimation uncertainty made by management in preparing the condensed consolidated interim financial information are consistent with those applied in the prior year's consolidated financial statements[16](index=16&type=chunk) [3.4 Segment Information](index=7&type=section&id=3.4%20Segment%20Information) The Group operates in three segments: sale and leaseback arrangements, property leasing, and supply chain management and fintech; in H1 2025, sale and leaseback revenue significantly decreased, while supply chain management and fintech revenue grew, and property leasing revenue remained stable but incurred higher losses due to fair value changes [3.4.1 Overview of Operating Segments](index=7&type=section&id=3.4.1%20Overview%20of%20Operating%20Segments) The Group's main operating segments include sale and leaseback arrangements, property leasing, and supply chain management and fintech, with segment results not allocating central administrative costs, fair value changes of financial assets, unallocated other income, finance costs, and share of profit of an associate - The Group is divided into three operating segments: sale and leaseback arrangements business, property leasing business, and supply chain management and fintech business[17](index=17&type=chunk) - Segment results refer to the profit or loss of each segment, excluding central administrative costs, fair value changes of financial assets, unallocated other income, finance costs, and share of profit of an associate[18](index=18&type=chunk) [3.4.2 H1 2025 Segment Revenue and Results](index=8&type=section&id=3.4.2%20H1%202025%20Segment%20Revenue%20and%20Results) In H1 2025, sale and leaseback business generated **HKD 29,650 thousand** in revenue and **HKD 38,525 thousand** in segment profit; supply chain management and fintech business generated **HKD 16,149 thousand** in revenue and **HKD 3,699 thousand** in segment profit; property leasing business generated **HKD 2,023 thousand** in revenue but incurred a **HKD 6,494 thousand** segment loss H1 2025 Segment Revenue and Results (For the six months ended June 30) | Segment | Revenue (HKD thousand) | Results (HKD thousand) | | :--- | :--- | :--- | | Sale and leaseback arrangements business | 29,650 | 38,525 | | Property leasing business | 2,023 | (6,494) | | Supply chain management and fintech business | 16,149 | 3,699 | | **Total** | **47,822** | **35,730** | | Unallocated central administrative costs | - | (9,868) | | Unallocated other income | - | 10,108 | | Finance costs | - | (326) | | Share of profit of an associate | - | 1,354 | | **Profit before income tax** | - | **36,998** | [3.4.3 H1 2024 Segment Revenue and Results](index=9&type=section&id=3.4.3%20H1%202024%20Segment%20Revenue%20and%20Results) In H1 2024, sale and leaseback business generated **HKD 93,805 thousand** in revenue and **HKD 39,219 thousand** in segment profit; supply chain management and fintech business generated **HKD 13,513 thousand** in revenue and **HKD 4,135 thousand** in segment profit; property leasing business generated **HKD 2,134 thousand** in revenue but incurred a **HKD 264 thousand** segment loss H1 2024 Segment Revenue and Results (For the six months ended June 30) | Segment | Revenue (HKD thousand) | Results (HKD thousand) | | :--- | :--- | :--- | | Sale and leaseback arrangements business | 93,805 | 39,219 | | Property leasing business | 2,134 | (264) | | Supply chain management and fintech business | 13,513 | 4,135 | | **Total** | **109,452** | **43,090** | | Unallocated central administrative costs | - | (12,437) | | Unallocated other income | - | 4,409 | | Fair value change of financial assets at fair value through profit or loss | - | (10) | | Finance costs | - | (583) | | Share of profit of an associate | - | 2,556 | | **Profit before income tax** | - | **37,025** | [3.4.4 Segment Assets and Liabilities](index=10&type=section&id=3.4.4%20Segment%20Assets%20and%20Liabilities) As of June 30, 2025, sale and leaseback segment assets totaled **HKD 986,216 thousand**, supply chain management and fintech **HKD 96,307 thousand**, and property leasing **HKD 94,191 thousand**, with unallocated assets significantly increasing to **HKD 597,169 thousand**; segment liabilities were **HKD 58,980 thousand** for sale and leaseback, **HKD 5,018 thousand** for supply chain management and fintech, and **HKD 129 thousand** for property leasing Segment Assets and Liabilities (As of June 30) | Segment | 2025 Assets (HKD thousand) | 2024 Assets (HKD thousand) | 2025 Liabilities (HKD thousand) | 2024 Liabilities (HKD thousand) | | :--- | :--- | :--- | :--- | :--- | | Sale and leaseback arrangements business | 986,216 | 1,145,871 | 58,980 | 99,681 | | Supply chain management and fintech business | 96,307 | 94,540 | 5,018 | 9,640 | | Property leasing business | 94,191 | 101,220 | 129 | 44 | | **Total segment assets/liabilities** | **1,176,714** | **1,341,631** | **64,127** | **109,365** | | Interests in an associate | 89,707 | 86,337 | - | - | | Other unallocated assets | 597,169 | 440,054 | - | - | | Other unallocated liabilities | - | - | 40,703 | 27,613 | | **Total consolidated assets/liabilities** | **1,863,590** | **1,868,022** | **104,830** | **136,978** | - All assets are allocated to reportable segments, excluding interests in associates and other unallocated assets (primarily including property, plant and equipment, right-of-use assets, receivables under credit financing arrangements, cash and cash equivalents, etc.)[21](index=21&type=chunk) - All liabilities are allocated to reportable segments, excluding other unallocated liabilities (primarily including loans from related parties, lease liabilities, deferred tax liabilities, other payables and accrued expenses, and current tax liabilities)[21](index=21&type=chunk) [3.5 Other Income](index=11&type=section&id=3.5%20Other%20Income) For the six months ended June 30, 2025, other income significantly increased by **111%** to **HKD 11,094 thousand**, primarily from interest income on credit financing arrangements with a related party Other Income (For the six months ended June 30) | Source | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Bank deposit interest income | 184 | 593 | | Interest income from deposit services from a related party | 864 | 294 | | Interest income from credit financing arrangements from a related party | 9,970 | 3,936 | | Others | 76 | 430 | | **Total** | **11,094** | **5,253** | - Other income significantly increased by **111%**, primarily due to increased income from credit financing arrangements with a related party[51](index=51&type=chunk) [3.6 Profit for the Period](index=11&type=section&id=3.6%20Profit%20for%20the%20Period) Profit for the period is stated after deducting employee benefit expenses of **HKD 20,831 thousand**, depreciation of property, plant and equipment of **HKD 182 thousand**, amortization of intangible assets of **HKD 1,472 thousand**, and depreciation of right-of-use assets of **HKD 1,863 thousand** Items Deducted from Profit for the Period (For the six months ended June 30) | Item | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Employee benefit expenses | 20,831 | 22,460 | | Depreciation of property, plant and equipment | 182 | 163 | | Amortization of intangible assets | 1,472 | 1,126 | | Depreciation of right-of-use assets | 1,863 | 1,885 | [3.7 Finance Costs](index=12&type=section&id=3.7%20Finance%20Costs) For the six months ended June 30, 2025, finance costs were **HKD 326 thousand**, a **44%** year-on-year decrease, primarily comprising interest on loans from a related party of **HKD 217 thousand** and interest on lease liabilities of **HKD 109 thousand** Finance Costs (For the six months ended June 30) | Item | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Interest on loans from a related party | 217 | 373 | | Interest on lease liabilities | 109 | 210 | | **Total** | **326** | **583** | [3.8 Income Tax Expense](index=12&type=section&id=3.8%20Income%20Tax%20Expense) For the six months ended June 30, 2025, income tax expense was **HKD 9,505 thousand**, an **11.7%** year-on-year decrease, mainly comprising China corporate income tax of **HKD 9,577 thousand** and deferred income tax of **HKD -72 thousand**; Hong Kong profits tax is levied at **16.5%**, and China subsidiaries' tax rate is **25%** Income Tax Expense (For the six months ended June 30) | Item | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Current tax: China corporate income tax | 9,577 | 12,000 | | Deferred income tax | (72) | (1,236) | | **Income tax expense** | **9,505** | **10,764** | - Hong Kong profits tax is provided at a rate of **16.5%**, and the tax rate for China subsidiaries is **25%**[26](index=26&type=chunk) [3.9 Earnings Per Share](index=13&type=section&id=3.9%20Earnings%20Per%20Share) For the six months ended June 30, 2025, basic earnings per share attributable to owners of the Company was **0.50 HK cents**, an **11.1%** increase from **0.45 HK cents** in the prior year, with diluted earnings per share being consistent with basic earnings per share due to no potential dilutive shares Earnings Per Share Calculation (For the six months ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit attributable to owners of the Company (HKD thousand) | 19,838 | 17,981 | | Weighted average number of ordinary shares (thousand shares) | 3,953,963 | 3,973,037 | | Basic earnings per share (HK cents) | 0.50 | 0.45 | | Diluted earnings per share | Nil | Nil | - As there were no potential dilutive shares during the period, diluted earnings per share was consistent with basic earnings per share[27](index=27&type=chunk) [3.10 Receivables Under Sale and Leaseback Arrangements](index=14&type=section&id=3.10%20Receivables%20Under%20Sale%20and%20Leaseback%20Arrangements) As of June 30, 2025, total receivables under sale and leaseback arrangements amounted to **HKD 925,246 thousand**, with a significant increase in non-current assets; all receivables are not overdue, and annual interest rates range from **5.0% to 5.5%** Receivables Under Sale and Leaseback Arrangements (As of June 30) | Type | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Current assets | 112,860 | 566,938 | | Non-current assets | 648,501 | 358,308 | | **Total** | **925,246** | **761,361** | | Allowance for impairment loss | (66,804) | (49,793) | Repayment Terms for Receivables Under Sale and Leaseback Arrangements (As of June 30) | Term | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Within one year | 112,860 | 566,938 | | One to two years | 252,181 | 84,655 | | Two to three years | 301,436 | 199,569 | | Three to four years | 86,536 | 50,614 | | Four to five years | 8,348 | 23,470 | - All receivables are not yet overdue, with annual interest rates ranging from **5.0% to 5.5%**[28](index=28&type=chunk)[31](index=31&type=chunk) [3.11 Trade Receivables](index=15&type=section&id=3.11%20Trade%20Receivables) As of June 30, 2025, trade receivables amounted to **HKD 2,194 thousand**, a decrease from **HKD 2,752 thousand** as of December 31, 2024; the credit period is generally **30 days**, and all accounts are within three months Trade Receivables (As of June 30) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Trade receivables | 2,194 | 2,752 | Aging Analysis of Trade Receivables (As of June 30) | Aging | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Within three months | 2,194 | 2,752 | - The credit period for trade receivables is generally **30 days**[31](index=31&type=chunk) [3.12 Trade Payables](index=16&type=section&id=3.12%20Trade%20Payables) As of June 30, 2025, trade payables were **HKD 4 thousand**, a significant decrease from **HKD 1,783 thousand** as of December 31, 2024; all payables are within **30 days** Trade Payables (As of June 30) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Trade payables | 4 | 1,783 | Aging Analysis of Trade Payables (As of June 30) | Aging | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Within 30 days | 4 | 1,783 | [3.13 Share Capital](index=16&type=section&id=3.13%20Share%20Capital) As of June 30, 2025, the company's issued share capital was **HKD 39,539 thousand**, with approximately **3,953,938,703** ordinary shares issued; during the period, the company repurchased and cancelled **3,764,000** shares for a total consideration of approximately **HKD 99 thousand** Changes in Share Capital (As of June 30) | Change | Number of Shares | Amount (HKD thousand) | | :--- | :--- | :--- | | January 1, 2024 | 3,984,639,703 | 39,846 | | Shares cancelled | (12,064,000) | (120) | | June 30, 2024 | 3,972,575,703 | 39,726 | | January 1, 2025 | 3,957,702,703 | 39,577 | | Shares cancelled | (3,764,000) | (38) | | June 30, 2025 | 3,953,938,703 | 39,539 | - For the six months ended June 30, 2025, the company repurchased and cancelled **903,000** shares for a total consideration of approximately **HKD 99,000**[32](index=32&type=chunk) - All repurchased shares have been cancelled, and the difference between the consideration and the nominal value of the shares is recognized in share premium[33](index=33&type=chunk) [3.14 Related Party Disclosures](index=17&type=section&id=3.14%20Related%20Party%20Disclosures) The company is ultimately controlled by Shougang Group Co., Ltd., engaging in various related party transactions and balances with Shougang Group, its subsidiaries, and other China government-related financial institutions, covering revenue from sale and leaseback, supply chain management and fintech services, credit financing interest, deposit services interest, management fees, utility expenses, interest expenses, IT services expenses, and lease payments - The Company is ultimately controlled by **Shougang Group Co., Ltd.**, a state-owned enterprise directly supervised by the State Council of China[34](index=34&type=chunk) - Multiple transactions and balances are conducted with Shougang Group, its subsidiaries, and other China government-related financial institutions[34](index=34&type=chunk) [3.14.1 Key Management Personnel Remuneration](index=17&type=section&id=3.14.1%20Key%20Management%20Personnel%20Remuneration) For the six months ended June 30, 2025, total key management personnel remuneration was **HKD 3,244 thousand**, a decrease from **HKD 4,091 thousand** in the prior year Key Management Personnel Remuneration (For the six months ended June 30) | Item | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Salaries, wages and other benefits | 2,909 | 3,859 | | Contributions to retirement benefit schemes | 335 | 232 | | **Total employee benefit expenses** | **3,244** | **4,091** | [3.14.2 Transactions with Related Parties](index=18&type=section&id=3.14.2%20Transactions%20with%20Related%20Parties) For the six months ended June 30, 2025, the company engaged in various transactions with Shougang Group subsidiaries and associates, including **HKD 12,451 thousand** in sale and leaseback revenue, **HKD 5,621 thousand** in supply chain management and fintech services revenue, **HKD 9,970 thousand** in credit financing interest income, **HKD 864 thousand** in deposit services interest income, and expenses for management fees, utilities, interest, IT services, and lease payments Transactions with Related Parties (For the six months ended June 30) | Transaction Type | Related Party | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | :--- | | Revenue from sale and leaseback arrangements | Subsidiaries of Shougang Group | 12,451 | 7,726 | | Revenue from supply chain management and fintech services | Subsidiaries of Shougang Group | 5,586 | 5,530 | | Revenue from supply chain management and fintech services | Associates of Shougang Group | 35 | 22 | | Interest income from credit financing arrangements | Subsidiaries of Shougang Group | 9,970 | 3,936 | | Interest income from deposit services | Subsidiaries of Shougang Group | 864 | 294 | | Management fee expenses | Subsidiaries of Shougang Group | 236 | 187 | | Utility expenses | Subsidiaries of Shougang Group | 55 | 4 | | Interest expenses | Subsidiaries of Shougang Group | 217 | 373 | | Information technology service expenses | Subsidiaries of Shougang Group | 1,298 | – | | Lease payments | Subsidiaries of Shougang Group | 704 | 850 | - The company entered into a master credit facility agreement with **Shougang Group Co., Ltd.**, providing an uncommitted credit facility of up to **RMB 2,000,000,000**[36](index=36&type=chunk) - Supply chain management and fintech service transactions are conducted under a master service agreement with Shougang Group for a period of **32 months**[36](index=36&type=chunk) [3.14.3 Outstanding Balances of Sale and Leaseback Arrangements Business](index=19&type=section&id=3.14.3%20Outstanding%20Balances%20of%20Sale%20and%20Leaseback%20Arrangements%20Business) As of June 30, 2025, total receivables under sale and leaseback arrangements from Shougang Group subsidiaries amounted to **HKD 410,219 thousand**, an increase from **HKD 398,325 thousand** as of December 31, 2024 Outstanding Balances of Sale and Leaseback Arrangements Business (As of June 30) | Related Party | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Subsidiaries of Shougang Group | 410,219 | 398,325 | [3.14.4 Outstanding Balances of Supply Chain Management and Fintech Business](index=19&type=section&id=3.14.4%20Outstanding%20Balances%20of%20Supply%20Chain%20Management%20and%20Fintech%20Business) As of June 30, 2025, receivables for supply chain management and fintech services from Shougang Group subsidiaries were **HKD 2,013 thousand**, a decrease from **HKD 2,730 thousand** as of December 31, 2024 Outstanding Balances of Supply Chain Management and Fintech Business (As of June 30) | Related Party | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Subsidiaries of Shougang Group | 2,013 | 2,730 | [3.14.5 Amounts Due from Related Parties](index=19&type=section&id=3.14.5%20Amounts%20Due%20from%20Related%20Parties) As of June 30, 2025, there were no amounts due from related parties, compared to **HKD 7,527 thousand** as of December 31, 2024, primarily for management and financial consulting services and fintech services, all unsecured, repayable on demand, and interest-free - As of **June 30, 2025**, there were no amounts due from related parties for management and financial consulting services and fintech services[39](index=39&type=chunk) - As of **December 31, 2024**, total amounts due from related parties were **HKD 7,527 thousand**, including **HKD 2,528 thousand** for management and financial consulting services and **HKD 4,999 thousand** for fintech services[39](index=39&type=chunk) - These balances are unsecured, repayable on demand, and interest-free[39](index=39&type=chunk) [3.14.6 Amounts Due to Related Parties](index=19&type=section&id=3.14.6%20Amounts%20Due%20to%20Related%20Parties) As of June 30, 2025, amounts due to related parties were **HKD 315 thousand**, a slight increase from **HKD 292 thousand** as of December 31, 2024, primarily for information technology services, all unsecured, repayable on demand, and interest-free Amounts Due to Related Parties (As of June 30) | Related Party | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Amounts due to related parties for information technology services | 315 | 292 | - These balances are unsecured, repayable on demand, and interest-free[40](index=40&type=chunk) [3.14.7 Receivables Under Credit Financing Arrangements](index=20&type=section&id=3.14.7%20Receivables%20Under%20Credit%20Financing%20Arrangements) As of June 30, 2025, receivables under credit financing arrangements amounted to **HKD 492,955 thousand**, bearing interest at an annual rate of **5%**, with accrued interest receivable of **HKD 11,310 thousand** Receivables Under Credit Financing Arrangements (As of June 30) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Receivables | 492,955 | 377,580 | | Interest receivable | 11,310 | 628 | - The balances are unsecured, repayable on demand, and bear interest at an annual rate of **5%**[42](index=42&type=chunk) [3.14.8 Loan from a Related Party](index=20&type=section&id=3.14.8%20Loan%20from%20a%20Related%20Party) As of June 30, 2025, the loan balance from a related party was **HKD 16,525 thousand**, unsecured, repayable on demand, and bearing interest at annual rates ranging from **2.48% to 2.76%** Loan from a Related Party (As of June 30) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Loan balance | 16,525 | 16,274 | - The balance is unsecured, repayable on demand, and bears interest at annual rates ranging from **2.48% to 2.76%**[43](index=43&type=chunk) [3.14.9 Deposits with a Related Company](index=20&type=section&id=3.14.9%20Deposits%20with%20a%20Related%20Company) As of June 30, 2025, cash and cash equivalents included current deposits of **HKD 208,731 thousand** placed with a financial institution subsidiary of Shougang Group, bearing an annual interest rate of **1.35%** Deposits with a Related Company (As of June 30) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Current deposits | 208,731 | 194,961 | | Annual interest rate | 1.35% | 0.35% to 1.55% | [3.14.10 Transactions and Balances with Other China Government-Related Entities](index=20&type=section&id=3.14.10%20Transactions%20and%20Balances%20with%20Other%20China%20Government-Related%20Entities) The Group conducts various transactions, including deposits and general banking facilities, with several government-related banks and financial institutions in its ordinary course of business; as of June 30, 2025, **100%** of bank balances were held by these government-related financial institutions - The Group entered into various transactions with several government-related banks and financial institutions, including deposits and other general banking facilities[45](index=45&type=chunk) - As of **June 30, 2025**, **100%** of bank balances were held by these government-related financial institutions[45](index=45&type=chunk) [IV. Management Discussion and Analysis](index=21&type=section&id=IV.%20Management%20Discussion%20and%20Analysis) This section provides management's discussion and analysis of the company's interim dividend, business development strategy, key financial performance indicators, business review and outlook, risk management, liquidity, capital structure, and other operational aspects [4.1 Interim Dividend](index=21&type=section&id=4.1%20Interim%20Dividend) The Board does not declare an interim dividend for the six months ended June 30, 2025 - The Board does not declare an interim dividend for the six months ended **June 30, 2025** (2024: nil)[46](index=46&type=chunk) [4.2 Business Development Strategy](index=21&type=section&id=4.2%20Business%20Development%20Strategy) The Group continues to focus on supply chain management and fintech, finance leasing, and commercial factoring as core businesses, aiming to build an industry-finance integrated supply chain fintech platform service provider to facilitate industrial upgrading, while maintaining steady progress and enhancing its ability to adapt to market changes - The Group continues to focus on supply chain management and fintech business, finance leasing, and commercial factoring as its core businesses[47](index=47&type=chunk) - It is committed to building an industry-finance integrated supply chain fintech platform service provider to facilitate industrial upgrading[47](index=47&type=chunk) - The Group adheres to the principle of seeking progress while maintaining stability, tapping its own potential and continuously improving its ability to adapt to market changes, maintaining stable performance[47](index=47&type=chunk) [4.3 Key Financial Performance Indicators](index=21&type=section&id=4.3%20Key%20Financial%20Performance%20Indicators) For the six months ended June 30, 2025, profit attributable to owners of the Company increased by **10%** to **HKD 19,838 thousand**, and basic earnings per share rose to **0.50 HK cents**; total revenue decreased by **56%** to **HKD 47,822 thousand**, but gross profit margin improved to **85%**; other income significantly grew by **111%**, administrative expenses remained stable, and share of profit of an associate decreased Key Financial Performance Indicators (As of June 30) | Indicator | 2025 (HKD thousand/%) | 2024 (HKD thousand/%) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 47,822 | 109,452 | -56% | | Gross profit margin | 85% | 53% | +32% | | Profit for the period | 27,493 | 26,261 | +5% | | Profit attributable to owners of the Company | 19,838 | 17,981 | +10% | | Basic earnings per share (HK cents) | 0.50 | 0.45 | +11% | | Total cash | 330,152 | 282,810 | +17% | | Total assets | 1,863,590 | 1,868,022 | -1% | | Total liabilities | 104,830 | 136,978 | -23% | | Loan from a related party | 16,525 | 16,274 | +2% | | Share capital and reserves attributable to owners of the Company | 1,423,097 | 1,394,912 | +2% | | Current ratio | 1,133% | 1,079% | +54% | - Profit attributable to owners of the Company increased by **10%**, primarily due to significant efforts in risk management and control for sale and leaseback customers, reducing financial asset impairment losses[49](index=49&type=chunk) - Total revenue decreased by **56%**, mainly due to a shift in business focus, reallocating more resources from individual customers to corporate clients within the sale and leaseback arrangements business segment[49](index=49&type=chunk)[50](index=50&type=chunk) - Gross profit margin increased to **85%**, primarily due to a shift in business focus, reallocating more resources from individual customers to corporate clients within the sale and leaseback arrangements business segment[49](index=49&type=chunk)[50](index=50&type=chunk) - Other income significantly increased by **111%**, primarily due to increased income from credit financing arrangements with a related party[51](index=51&type=chunk) - Administrative expenses slightly increased by **1%**, remaining stable overall[52](index=52&type=chunk) - Share of profit of an associate decreased to **HKD 1,354 thousand**, but continued to contribute to the Group's profit[52](index=52&type=chunk) [4.4 Business Review and Outlook](index=23&type=section&id=4.4%20Business%20Review%20and%20Outlook) The Group will continue to focus on core businesses like supply chain management and fintech, finance leasing, and commercial factoring to build an industry-finance integrated fintech service platform, while exploring new opportunities such as Energy Management Contracting (EMC); business segments showed varied performance, with sale and leaseback shifting to corporate clients, supply chain fintech expanding and enhancing platform intelligence, and property leasing affected by fair value declines - The Group will continue to fully advance its development strategy centered on supply chain management and fintech business, finance leasing, and commercial factoring[53](index=53&type=chunk) - It is committed to building an industry-finance integrated supply chain fintech service platform, providing customized comprehensive financial services to the steel industry and its upstream and downstream clients, corporate clients, and the individual consumer leasing market[53](index=53&type=chunk) - The Group will explore business opportunities related to Energy Management Contracting (**EMC**) and other potential businesses to maximize shareholder returns[53](index=53&type=chunk) [4.4.1 Sale and Leaseback Arrangements Business Segment](index=23&type=section&id=4.4.1%20Sale%20and%20Leaseback%20Arrangements%20Business%20Segment) Southern Leasing primarily provides finance leasing, including direct and sale and leaseback arrangements, with core clients in the steel industry and large domestic enterprises; in H1 2025, segment revenue decreased by **68%** to **HKD 29,650 thousand** due to a shift from individual to corporate clients, with the Group planning to invest more resources in Energy Management Contracting (**EMC**) projects aligned with green and low-carbon development policies - Southern Leasing primarily engages in providing finance leasing services in China, including direct leasing and sale and leaseback arrangements[54](index=54&type=chunk)[55](index=55&type=chunk) - Core clients are in the steel industry and large domestic enterprise groups, aiming for stable returns and lower risks[56](index=56&type=chunk) - As of **June 30, 2025**, approximately **95%** of the total receivables under sale and leaseback arrangements were from three major customers, two of whom are related parties[56](index=56&type=chunk) Customer Distribution (As of June 30, 2025) | Customer | Receivables (HKD thousand) | Proportion (%) | | :--- | :--- | :--- | | Independent individual customers | 28,134 | 4 | | Beijing Enji Energy Saving Technology Co., Ltd. | 323,008 | 42 | | Tonghua Iron and Steel Co., Ltd. | 305,322 | 40 | | Shougang Shuicheng Iron and Steel (Group) Co., Ltd. | 101,134 | 13 | | Beijing Shougang International Engineering Technology Co., Ltd. | 3,763 | 1 | - Revenue from the sale and leaseback arrangements service segment decreased by **68%** to **HKD 29,650 thousand**, primarily due to a shift in business focus from individual customers to corporate clients[58](index=58&type=chunk) - The Group will invest more resources in providing finance leasing services for Energy Management Contracting (**EMC**) projects and engineering companies, and explore related business opportunities[59](index=59&type=chunk) [4.4.2 Supply Chain Management and Fintech Business Segment](index=25&type=section&id=4.4.2%20Supply%20Chain%20Management%20and%20Fintech%20Business%20Segment) This segment's revenue grew to **HKD 16,149 thousand**, but results slightly declined due to increased staff costs; the business model is based on real trade, focusing on 'Shougang Jingpiao' electronic debt certificates, utilizing blockchain technology to provide transferable, divisible, and financiable digital certificates for the supply chain; future plans include developing diverse products, enhancing the intelligence of the 'Shougang Supply Chain Finance Platform,' and exploring other business opportunities - Revenue from the supply chain management and fintech business segment grew to **HKD 16,149 thousand**, primarily due to continuous business expansion[60](index=60&type=chunk) - Segment results recorded a profit of **HKD 3,699 thousand**, with the decrease mainly attributable to increased staff costs[60](index=60&type=chunk) - The business focuses on multi-level transferable electronic debt certificates (**'Shougang Jingpiao'**) within the steel industry supply chain and related businesses, utilizing blockchain technology to provide immutable and traceable digital certificates for suppliers[60](index=60&type=chunk) - The Group will continue to develop diverse products to address financing difficulties and high costs for small and medium-sized suppliers[61](index=61&type=chunk) - The Group will continue to enhance the intelligence of the **'Shougang Supply Chain Finance Platform'** (i.e., integration with DeepSeek) and explore other business opportunities within the supply chain[61](index=61&type=chunk) [4.4.3 Property Leasing Business Segment](index=26&type=section&id=4.4.3%20Property%20Leasing%20Business%20Segment) This segment's revenue slightly decreased to **HKD 2,023 thousand**, and segment results recorded a loss of **HKD 6,494 thousand**, primarily due to a **HKD 8,452 thousand** decline in the fair value of investment properties - Revenue from the property leasing business segment decreased to **HKD 2,023 thousand**, remaining stable[62](index=62&type=chunk) - Segment results recorded a loss of **HKD 6,494 thousand**, primarily due to a decline of approximately **HKD 8,452 thousand** in the fair value of investment properties during the period[62](index=62&type=chunk) [4.5 Risk Management Infrastructure](index=26&type=section&id=4.5%20Risk%20Management%20Infrastructure) The Group will focus on strengthening its risk control system, introducing information technology platforms, and advancing the construction of online risk control platforms based on asset securitization and industry supply chain businesses to achieve sustainable growth and create commercial value - The Group will seize policy opportunities in China's innovative modern supply chain sector and industrial upgrading strategies of target core enterprises' industries, providing innovative combined financial products to serve the real economy[63](index=63&type=chunk) - Through the supply chain finance platform, the Group aims to provide financing convenience for small and medium-sized merchants, reduce financing costs, and enhance supply chain stability[63](index=63&type=chunk) - The Group will focus on strengthening its risk control system, introducing information technology platforms, and advancing the construction of online risk control platforms based on asset securitization and industry supply chain businesses[64](index=64&type=chunk) [4.6 Liquidity, Financial Resources, and Financing Activities](index=27&type=section&id=4.6%20Liquidity,%20Financial%20Resources,%20and%20Financing%20Activities) As of June 30, 2025, the Group's total cash increased to **HKD 330,152 thousand**, primarily from net cash generated from operating activities; total borrowings were **HKD 16,525 thousand**, all non-current and bearing fixed interest rates; the current ratio improved to **1,133%** Liquidity and Financial Resources (As of June 30) | Indicator | 2025 (HKD thousand/%) | 2024 (HKD thousand/%) | | :--- | :--- | :--- | | Total borrowings (non-current) | 16,525 | 16,274 | | Total cash and cash equivalents | 330,152 | 282,810 | | Total equity | 1,758,760 | 1,731,044 | | Total assets | 1,863,590 | 1,868,022 | | Current ratio | 1,133% | 1,079% | - Total cash and cash equivalents increased by **17%**, primarily due to net cash generated from operating activities of approximately **HKD 49,503,000**[66](index=66&type=chunk) - The Group's borrowings amounted to approximately **HKD 16,525,000**, all non-current and bearing fixed interest rates, with no new borrowings obtained during the period[66](index=66&type=chunk) [4.7 Capital Structure](index=28&type=section&id=4.7%20Capital%20Structure) As of June 30, 2025, share capital and reserves attributable to owners of the Company increased to **HKD 1,423,097 thousand**, mainly due to exchange differences arising from translation during the period; issued share capital was **HKD 39,539 thousand**, with no new shares issued during the period Capital Structure (As of June 30) | Indicator | 2025 (HKD thousand) | 2024 (HKD thousand) | | :--- | :--- | :--- | | Share capital and reserves attributable to owners of the Company | 1,423,097 | 1,394,912 | | Issued share capital | 39,539 | 39,577 | | Issued ordinary shares (shares) | 3,953,938,703 | 3,957,702,703 | - Share capital and reserves attributable to owners of the Company increased, primarily due to exchange differences arising from translation during the period, totaling approximately **HKD 18,796,000**[67](index=67&type=chunk) - The Company did not issue any new shares during the review period[67](index=67&type=chunk) [4.8 Significant Acquisitions, Disposals, and Material Investments](index=28&type=section&id=4.8%20Significant%20Acquisitions,%20Disposals,%20and%20Material%20Investments) During the period, Southern Leasing sold receivables to Sichuan Xinhuang Jiuhe Financial Leasing Co., Ltd. for a consideration not exceeding **RMB 300 million**; apart from this, the Group had no other significant acquisitions, disposals, or material investments - Southern Leasing (an indirect non-wholly owned subsidiary of the Company) entered into a disposal agreement with Sichuan Xinhuang Jiuhe Financial Leasing Co., Ltd. to sell receivables for a consideration not exceeding **RMB 300 million** (approximately **HKD 318.03 million**)[68](index=68&type=chunk) - For the six months ended **June 30, 2025**, the Group had no other significant acquisitions, disposals, or material investments[68](index=68&type=chunk) [4.9 Pledge of Assets](index=29&type=section&id=4.9%20Pledge%20of%20Assets) As of June 30, 2025, the Group had no pledged assets - As of **June 30, 2025**, the Group had no pledged assets[69](index=69&type=chunk) [4.10 Foreign Exchange Risk](index=29&type=section&id=4.10%20Foreign%20Exchange%20Risk) The Group primarily operates in Hong Kong and China, with revenues and expenditures denominated in HKD and RMB, and the Directors believe there is no significant foreign exchange risk; forward foreign exchange contracts will be considered for hedging if necessary - The Group primarily operates in Hong Kong and China, with revenues and expenditures denominated in **HKD** and **RMB**, and the Directors believe there is no significant foreign exchange risk[70](index=70&type=chunk) - If necessary, the Group will consider using forward foreign exchange contracts to hedge foreign exchange risk[70](index=70&type=chunk) [4.11 Contingent Liabilities](index=29&type=section&id=4.11%20Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of **June 30, 2025**, the Group had no significant contingent liabilities[71](index=71&type=chunk) [4.12 Employees](index=29&type=section&id=4.12%20Employees) As of June 30, 2025, the Group employed **61** full-time employees, with remuneration determined by market practice, individual performance, and work experience, offering benefits such as medical insurance, insurance plans, Mandatory Provident Fund, and discretionary bonuses - As of **June 30, 2025**, the Group employed **61** full-time employees (excluding employees of associates), a decrease from **63** as of December 31, 2024[72](index=72&type=chunk) - Remuneration is determined with reference to market practice, individual performance, and work experience, and benefits such as medical insurance, insurance plans, Mandatory Provident Fund, and discretionary bonuses are provided[72](index=72&type=chunk) - During the period, neither the Company nor its subsidiaries paid or undertook to pay any amount to any person as an inducement to join or upon joining[72](index=72&type=chunk) [4.13 Purchase, Sale, or Redemption of the Company's Listed Securities](index=30&type=section&id=4.13%20Purchase,%20Sale,%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) For the six months ended June 30, 2025, the company repurchased and cancelled **903,000** shares on the SEHK for a total consideration of **HKD 98,595**; apart from this, there were no other purchases, sales, or redemptions of listed securities during the period - For the six months ended **June 30, 2025**, the company repurchased a total of **903,000** shares on the SEHK for a total consideration (before expenses) of **HKD 98,595**[73](index=73&type=chunk) - All repurchased shares were cancelled during the review period[73](index=73&type=chunk) Details of Share Repurchases (January 2025) | Month | Number of Shares Repurchased | Highest Price Paid Per Share (HKD) | Lowest Price Paid Per Share (HKD) | Total Consideration Paid (HKD) | | :--- | :--- | :--- | :--- | :--- | | January | 903,000 | 0.114 | 0.108 | 98,595 | | **Total** | **903,000** | - | - | **98,595** | - Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities on the SEHK or any other securities exchange during the review period[74](index=74&type=chunk) [V. Governance and Acknowledgements](index=30&type=section&id=V.%20Governance%20and%20Acknowledgements) This section covers the company's corporate governance code compliance, audit committee's role, auditor's scope of work, and the Board's composition and acknowledgements [5.1 Corporate Governance Code](index=30&type=section&id=5.1%20Corporate%20Governance%20Code) The company is committed to maintaining good corporate governance standards and has complied with the code provisions of the Corporate Governance Code set out in Appendix 14 to the SEHK Listing Rules - The company is committed to maintaining good corporate governance standards and procedures to safeguard the interests of all shareholders and enhance accountability and transparency[75](index=75&type=chunk) - For the six months ended **June 30, 2025**, the company has complied with the code provisions of the Corporate Governance Code set out in Appendix 14 to the SEHK Listing Rules[75](index=75&type=chunk) [5.2 Audit Committee](index=31&type=section&id=5.2%20Audit%20Committee) The Audit Committee, comprising four members including three independent non-executive directors and one non-executive director, is primarily responsible for financial reporting matters, risk management, and internal controls, and has reviewed these interim financial statements - The Audit Committee comprises four members, including three independent non-executive directors (Mr. Tam King Ching, Kenny; Mr. Ng Man Fung, Peter; Ms. Ann Yinlin) and one non-executive director (Mr. Huang Donglin)[76](index=76&type=chunk) - Its primary focus is on financial reporting matters, reviewing financial information, and overseeing financial reporting-related systems and controls, as well as advising the Board on high-risk related matters, risk management, and internal controls[76](index=76&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim financial statements for the six months ended **June 30, 2025**[76](index=76&type=chunk) [5.3 Auditor's Scope of Work](index=31&type=section&id=5.3%20Auditor's%20Scope%20of%20Work) Shinewing (HK) CPA Limited has reviewed the Group's unaudited interim condensed consolidated financial information for the six months ended June 30, 2025, in accordance with Hong Kong Standard on Review Engagements 2410 - Shinewing (HK) CPA Limited has reviewed the Group's unaudited interim condensed consolidated financial information for the six months ended **June 30, 2025**, in accordance with **Hong Kong Standard on Review Engagements 2410**[77](index=77&type=chunk) [5.4 Acknowledgements and Board Composition](index=31&type=section&id=5.4%20Acknowledgements%20and%20Board%20Composition) The Board Chairman, Sun Yajie, on behalf of the Board, expressed gratitude to clients, suppliers, shareholders, management, and staff; as of the announcement date, the Board comprises seven members, including the Chairman, Managing Director, Executive Director, Non-executive Director, and Independent Non-executive Directors - Board Chairman **Sun Yajie**, on behalf of the Board, expressed gratitude for the support of clients, suppliers, and shareholders, as well as the efforts of management and staff[78](index=78&type=chunk) - As of the announcement date, the Board comprises seven members, including Chairman **Ms. Sun Yajie**, Managing Director **Ms. Fu Yao**, Executive Director **Mr. Tian Gang**, Non-executive Director **Mr. Huang Donglin**, and three Independent Non-executive Directors: **Mr. Tam King Ching, Kenny**, **Mr. Ng Man Fung, Peter**, and **Ms. Ann Yinlin**[79](index=79&type=chunk)

[Performance Highlights](index=1&type=section&id=%E6%A5%AD%E7%B8%BE%E6%91%98%E8%A6%81) China Harmony Auto Holding Limited achieved significant performance growth in the first half of 2025, with substantial increases in revenue and new car sales, gross profit growth exceeding **50%**, and successfully turned profitable with an adjusted net profit of **RMB20.7 million**, while loss per share significantly narrowed H1 2025 Performance Highlights | Metric | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 9,636.6 | 7,466.3 | 29.1% | | New car sales (units) | 30,666 | 19,100 | 60.6% | | Gross Profit | 559.8 | 366.3 | 52.8% | | Adjusted Net Profit | 20.7 | (76.3) | turned profitable | | Basic and Diluted Loss Per Share (RMB) | (0.008) | (0.051) | -84.3% | - Hong Kong and overseas businesses contributed net profit of **RMB2.8 million**[2](index=2&type=chunk) [Interim Financial Results](index=2&type=section&id=%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE) This section presents the Company's unaudited condensed consolidated statement of profit or loss and other comprehensive income and condensed consolidated statement of financial position for the six months ended June 30, 2025, showcasing key financial metrics' year-on-year changes and period-end asset and liability structure [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%90%8D%E7%9B%8A%E8%A1%A8) During the reporting period, the Company's revenue significantly increased, and operating profit substantially improved, but loss for the period persisted due to finance costs and income tax expense, while loss attributable to owners of the Company significantly narrowed Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | As of June 30, 2025 (RMB thousand) | As of June 30, 2024 (RMB thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 9,636,608 | 7,466,294 | 29.1% | | Cost of sales and services | (9,076,831) | (7,100,031) | 27.8% | | Gross Profit | 559,777 | 366,263 | 52.8% | | Operating Profit | 91,844 | 14,118 | 550.6% | | Loss Before Tax | (3,194) | (64,825) | -95.1% | | Loss for the Period | (10,592) | (74,703) | -85.8% | | Loss Attributable to Owners of the Company | (11,796) | (76,275) | -84.5% | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the Company's total non-current assets slightly increased, total current assets decreased, leading to a reduction in net current assets, while the asset and liability structure remained relatively stable Key Data from Condensed Consolidated Statement of Financial Position | Metric | As of June 30, 2025 (RMB thousand) | As of Dec 31, 2024 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 5,313,105 | 5,223,830 | 1.7% | | Total Current Assets | 6,552,864 | 7,023,475 | -6.7% | | Total Current Liabilities | 5,569,563 | 5,803,757 | -4.0% | | Net Current Assets | 983,301 | 1,219,718 | -19.4% | | Net Assets | 5,251,240 | 5,253,236 | -0.04% | | Total Equity | 5,251,240 | 5,253,236 | -0.04% | [Notes to the Unaudited Condensed Consolidated Interim Financial Statements](index=6&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E4%B8%AD%E6%9C%9F%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) This section details the basis of preparation, accounting policies, segment information, revenue composition, various expenses, and specific items of the statement of financial position for the interim financial statements, providing supplementary explanations for understanding the financial data [1. Basis of Preparation](index=6&type=section&id=1.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) The condensed consolidated interim financial statements are prepared in accordance with Appendix D2 of the HKEX Listing Rules and HKAS 34, with accounting policies and calculation methods consistent with the 2024 annual financial statements - The financial statements comply with Appendix D2 of the HKEX Listing Rules and HKAS 34, with accounting policies consistent with the 2024 annual report[9](index=9&type=chunk) [2. Adoption of New and Revised Hong Kong Financial Reporting Standards](index=6&type=section&id=2.%20%E6%8E%A1%E7%B4%8D%E6%96%B0%E8%A8%82%E5%8F%8A%E7%B6%93%E4%BF%AE%E8%A8%82%E9%A6%99%E6%B8%AF%E8%B2%A1%E5%8B%99%E5%A0%B1%E5%91%8A%E6%BA%96%E5%89%87) During the reporting period, the Group adopted all new and revised Hong Kong Financial Reporting Standards effective from January 1, 2025, but these adoptions did not result in significant changes to accounting policies or the presentation and amounts in the financial statements - The Group has adopted all new and revised Hong Kong Financial Reporting Standards, but without significant impact on accounting policies or financial statement presentation and amounts[10](index=10&type=chunk) [3. Operating Segment Information](index=7&type=section&id=3.%20%E7%B6%93%E7%87%9F%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group's primary business is motor vehicle sales and after-sales services, which management considers a single reportable segment; geographical information shows significant revenue growth in Hong Kong and overseas, while non-current assets are mainly concentrated in Mainland China [Geographical Information](index=7&type=section&id=%E5%9C%B0%E5%8D%80%E8%B3%87%E6%96%99) The Group's revenue is disaggregated by geographical location, with Hong Kong and overseas market revenue increasing **5.0 times**, while non-current assets are primarily located in Mainland China Revenue and Non-Current Assets by Geographical Location | Metric | As of June 30, 2025 (RMB thousand) | As of June 30, 2024 (RMB thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | **Revenue from External Customers** | | | | | Mainland China | 5,734,979 | 6,814,347 | -15.8% | | Hong Kong and Overseas | 3,901,629 | 651,947 | 500.0% | | **Non-Current Assets** | As of June 30, 2025 (RMB thousand) | As of Dec 31, 2024 (RMB thousand) | Change (%) | | Mainland China | 3,985,037 | 4,075,953 | -2.2% | | Hong Kong and Overseas | 1,328,068 | 1,147,877 | 15.7% | [Major Customers Information](index=7&type=section&id=%E4%B8%BB%E8%A6%81%E5%AE%A2%E6%88%B6%E8%B3%87%E6%96%99) During the reporting period, no single customer's sales accounted for **10% or more** of the Group's total revenue - No single customer accounted for **10% or more** of the Group's total revenue[15](index=15&type=chunk) [4. Revenue](index=8&type=section&id=4.%20%E6%94%B6%E5%85%A5) The Group's total revenue increased by **29.1%** year-on-year, primarily driven by motor vehicle sales and other businesses, while after-sales service revenue and finance lease service revenue both decreased [Revenue Disaggregation: Type of Goods or Services](index=8&type=section&id=%E5%AE%A2%E6%88%B6%E5%90%88%E7%B4%84%E4%B9%8B%E6%94%B6%E5%85%A5%E5%88%86%E9%A1%9E%EF%BC%9A%E8%B2%A8%E7%89%A9%E6%88%96%E6%9C%8D%E5%8B%99%E9%A1%9E%E5%9E%8B) Motor vehicle sales and other revenue significantly increased, while after-sales service revenue decreased Revenue by Type of Goods or Services | Revenue Type | As of June 30, 2025 (RMB thousand) | As of June 30, 2024 (RMB thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Motor vehicle sales and others | 8,577,419 | 6,273,647 | 36.7% | | After-sales services | 1,044,655 | 1,170,533 | -10.7% | | Finance lease services | 14,534 | 22,114 | -34.4% | | **Total Revenue** | **9,636,608** | **7,466,294** | **29.1%** | [Timing of Revenue Recognition](index=8&type=section&id=%E7%A2%BA%E8%AA%8D%E6%94%B6%E5%85%A5%E7%9A%84%E6%99%82%E9%96%93) Revenue is primarily recognized at a point in time, including motor vehicle sales and after-sales services - Revenue is primarily recognized at a point in time, including motor vehicle sales and after-sales services[19](index=19&type=chunk) [5. Other Income and Gains, Net](index=9&type=section&id=5.%20%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%E5%8F%8A%E6%94%B6%E7%9B%8A%E6%B7%A8%E9%A1%8D) Other income and gains, net, increased by **4.2%** year-on-year, primarily driven by an increase in commission income Other Income and Gains, Net | Item | As of June 30, 2025 (RMB thousand) | As of June 30, 2024 (RMB thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Commission income | 205,325 | 189,539 | 8.3% | | Interest income from loans and advances to third parties | 16,670 | 24,250 | -31.2% | | Bank interest income | 10,760 | 13,960 | -23.0% | | Government grants | 1,008 | 471 | 114.0% | | Others | 14,522 | 10,003 | 45.2% | | **Total** | **248,285** | **238,223** | **4.2%** | [6. Finance Costs](index=9&type=section&id=6.%20%E8%B2%A1%E5%8B%99%E8%B2%BB%E7%94%A8) Finance costs increased by **20.3%** year-on-year, primarily due to higher interest on bank and other borrowings Finance Costs | Item | As of June 30, 2025 (RMB thousand) | As of June 30, 2024 (RMB thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank and other borrowings | 59,662 | 44,312 | 34.6% | | Interest on lease liabilities | 35,232 | 34,625 | 1.8% | | **Total** | **94,894** | **78,937** | **20.3%** | [7. Income Tax Expense](index=9&type=section&id=7.%20%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) Income tax expense decreased by **25.2%** year-on-year, primarily due to a reduction in the provision for current PRC enterprise income tax Income Tax Expense | Item | As of June 30, 2025 (RMB thousand) | As of June 30, 2024 (RMB thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Provision for current PRC enterprise income tax for the period | 7,339 | 10,457 | -29.9% | | Deferred tax | 59 | (579) | -110.2% | | **Total** | **7,398** | **9,878** | **-25.2%** | [8. Loss for the Period](index=10&type=section&id=8.%20%E6%9C%9F%E5%85%A7%E8%99%A7%E6%90%8D) The Group's loss for the period significantly narrowed, primarily benefiting from a reduction in loss on disposal and write-off of property, plant and equipment, and structural changes in cost of sales and services Loss for the Period Composition | Item | As of June 30, 2025 (RMB thousand) | As of June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Directors' Remuneration | 2,666 | 4,415 | | Loss/(Gain) on disposal and write-off of property, plant and equipment | (32,538) | 5,687 | | Employee benefit expenses (including directors' and chief executive's emoluments) | | | | Wages and salaries | 256,351 | 196,083 | | Other benefits | 49,533 | 39,842 | | Cost of sales and services: | | | | Cost of motor vehicle sales | 8,440,700 | 6,377,811 | | Cost of after-sales services | 636,131 | 722,220 | [9. Dividends](index=10&type=section&id=9.%20%E8%82%A1%E6%81%AF) The Board recommended not to declare an interim dividend for the six months ended June 30, 2025 - The Board recommended not to declare an interim dividend for the first half of 2025[26](index=26&type=chunk) [10. Loss Per Share](index=11&type=section&id=10.%20%E6%AF%8F%E8%82%A1%E8%99%A7%E6%90%8D) Basic and diluted loss per share significantly narrowed to **RMB0.008**, reflecting an improvement in the Company's profitability Loss Per Share | Metric | As of June 30, 2025 (RMB) | As of June 30, 2024 (RMB) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Loss Per Share | (0.008) | (0.051) | -84.3% | | Diluted Loss Per Share | (0.008) | (0.051) | -84.3% | [11. Property, Plant and Equipment](index=11&type=section&id=11.%20%E7%89%A9%E6%A5%AD%E3%80%81%E5%BB%A0%E6%88%BF%E5%8F%8A%E8%A8%AD%E5%82%99) During the reporting period, the Group acquired property, plant and equipment of approximately **RMB364.4 million**, primarily for overseas sales network expansion - The Group acquired property, plant and equipment of approximately **RMB364.4 million**, primarily for overseas sales network expansion[29](index=29&type=chunk)[64](index=64&type=chunk) [12. Trade Receivables](index=12&type=section&id=12.%20%E8%B2%BF%E6%98%93%E6%87%89%E6%94%B6%E8%B3%A6%E6%AC%BE) As of June 30, 2025, total trade receivables increased to **RMB334.5 million**, with the highest proportion being within **3 months** aging Trade Receivables Aging Analysis | Aging | As of June 30, 2025 (RMB thousand) | As of Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 3 months | 306,596 | 266,712 | | 3 to 6 months | 19,628 | 17,386 | | 7 to 12 months | 7,257 | 1,791 | | Over 12 months | 1,007 | 83 | | **Total** | **334,488** | **285,972** | [13. Trade Payables and Bills Payable](index=12&type=section&id=13.%20%E8%B2%BF%E6%98%93%E6%87%89%E4%BB%98%E8%B3%A6%E6%AC%BE%E5%8F%8A%E6%87%89%E4%BB%98%E7%A5%A8%E6%93%9A) As of June 30, 2025, total trade payables and bills payable decreased to **RMB733.1 million**, with the highest proportion being within **3 months** aging Trade Payables Aging Analysis | Aging | As of June 30, 2025 (RMB thousand) | As of Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 3 months | 656,450 | 792,998 | | 3 to 6 months | 59,434 | 51,308 | | 6 to 12 months | 16,743 | 10,939 | | Over 12 months | 463 | — | | **Total** | **733,090** | **855,245** | [14. Share Capital](index=13&type=section&id=14.%20%E8%82%A1%E6%9C%AC) As of June 30, 2025, the Company's issued and fully paid share capital was **1,523,264,677 shares**, amounting to **RMB12,083 thousand**, consistent with the end of 2024 Share Capital Information | Metric | As of June 30, 2025 | As of Dec 31, 2024 | | :--- | :--- | :--- | | Number of Shares | 1,523,264,677 | 1,523,264,677 | | Amount (RMB thousand) | 12,083 | 12,083 | [15. Contingent Liabilities](index=13&type=section&id=15.%20%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities - The Group had no significant contingent liabilities at the end of the reporting period[33](index=33&type=chunk) [16. Capital Commitments](index=13&type=section&id=16.%20%E8%B3%87%E6%9C%AC%E6%89%BF%E6%93%94) As of June 30, 2025, the Group's contracted but unprovided capital commitments for property, plant and equipment amounted to **RMB121.7 million**, an increase from the end of 2024 Capital Commitments | Item | As of June 30, 2025 (RMB thousand) | As of Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Property, plant and equipment - contracted but not provided for | 121,711 | 74,968 | [17. Approval of Unaudited Condensed Consolidated Interim Financial Statements](index=13&type=section&id=17.%20%E6%89%B9%E5%87%86%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) The unaudited condensed consolidated interim financial statements were approved and authorized for issue by the Board on August 29, 2025 - The Board approved and authorized for issue the interim financial statements on August 29, 2025[35](index=35&type=chunk) [Operating Review and Outlook](index=14&type=section&id=%E7%B6%93%E7%87%9F%E5%9B%9E%E9%A1%A7%E8%88%87%E5%B1%95%E6%9C%9B) This section reviews the overall performance of China's passenger vehicle and new energy vehicle markets, highlights challenges in the luxury vehicle market, and details the Group's business strategies, operational achievements, and future development plans in domestic and international markets, particularly its significant progress in the international new energy vehicle market [Industry Overview and Outlook](index=14&type=section&id=%E8%A1%8C%E6%A5%AD%E6%A6%82%E8%A6%BD%E5%8F%8A%E5%B1%95%E6%9C%9B) In the first half of 2025, China's passenger vehicle retail sales increased by **10.8%**, and new energy vehicle sales grew by **33.3%**, but the luxury vehicle market faced challenges with an **11.8%** sales decrease, while Chinese new energy vehicle brands performed exceptionally in the global market with significant export growth - In the first half of 2025, China's passenger vehicle retail sales were approximately **10.9 million units**, a **10.8% year-on-year increase**[36](index=36&type=chunk) - New energy vehicle cumulative sales grew by **33.3%** to **5.5 million units**, with BYD holding a **30.7% market share**[36](index=36&type=chunk) - Luxury vehicle market cumulative sales were approximately **1.2 million units**, a **11.8% year-on-year decrease**, with all BBA brands experiencing sales declines[37](index=37&type=chunk) - China's new energy vehicle exports in the first half were approximately **987,000 units**, a **48.0% year-on-year increase**, with BYD's exports growing **1.3 times**[38](index=38&type=chunk) - The average comprehensive inventory coefficient for auto dealers remained around **1.46**, slightly lower than the same period last year, with fiscal policies continuing to boost demand[39](index=39&type=chunk) [Business Review and Outlook](index=15&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%B1%95%E6%9C%9B) The Group's total sales volume reached **30,666 units** in the first half, a **60.6%** year-on-year increase, with Hong Kong and overseas markets contributing the main growth drivers; the Group achieved a performance turnaround and market expansion through its "1+2" operating strategy, prudent M&A, efficient synergy, and internationalization layout - The Group's total sales volume reached **30,666 units** in the first half, a **60.6% year-on-year increase**, significantly exceeding the overall market growth rate[40](index=40&type=chunk) - Sales in Hong Kong and overseas markets reached **15,725 units**, accounting for **51.3% of total sales**, becoming the main growth driver[40](index=40&type=chunk) - After excluding non-recurring losses related to store closures, adjusted net profit was **RMB20.7 million**, achieving a significant turnaround[40](index=40&type=chunk) [Mainland China Market](index=15&type=section&id=%E4%B8%AD%E5%9C%8B%E5%85%A7%E5%9C%B0%E5%B8%82%E5%A0%B4) Mainland China market business remained stable, with adjusted operating net profit of approximately **RMB17.9 million**; the Group achieved excellent performance through its "1+2" operating strategy (focusing on performance profitability, advantageous brand regions, and high efficiency and quality), prudent M&A, and strengthened business synergy (proactive sales pacing, structural optimization, and deep cultivation of after-sales business), and added **3 Denza brand experience showrooms** - Mainland China market's adjusted operating net profit was approximately **RMB17.9 million**[41](index=41&type=chunk) - Adhering to the '1+2' operating strategy, focusing on ultra-luxury brands (Bentley, Rolls-Royce, Ferrari) and luxury brands (BMW, Lexus), and optimizing non-advantageous regional brands[41](index=41&type=chunk) - Adopting a prudent M&A development model, focusing on advantageous brands and regions, and strictly controlling costs[42](index=42&type=chunk) - Strengthening efficient synergy and high-quality collaboration, effectively reducing losses through proactive sales pacing and structural optimization, with after-sales service gross margin increasing to **39.2%**[43](index=43&type=chunk) - Added **3 Denza brand experience showrooms**, optimizing brand structure and sales channel layout[44](index=44&type=chunk) [International New Energy Vehicle Market](index=17&type=section&id=%E5%9C%8B%E9%9A%9B%E6%96%B0%E8%83%BD%E6%BA%90%E6%B1%BD%E8%BB%8A%E5%B8%82%E5%A0%B4) The Group's international new energy vehicle market strategy has shown initial success, establishing a global strategic partnership with BYD, operating **40 4S centers**, **36 showrooms**, and **6 service centers** across Asia-Pacific, Europe, and Africa, with **29 new outlets added** in the first half; as BYD's sole primary authorized dealer in Hong Kong, it sold **4,762 BYD new energy vehicles** in the first half, achieving significant growth in Indonesia, Cambodia, and the Philippines markets, adopting a 'low-cost, high-efficiency' operating model - Established a global strategic partnership with BYD to expand new energy vehicle distribution and after-sales services[45](index=45&type=chunk) - As of June 30, 2025, operating **40 4S centers**, **36 showrooms**, and **6 service centers** across Asia-Pacific, Europe, and Africa, with **29 new outlets added** in the first half[45](index=45&type=chunk) - As BYD's sole primary authorized dealer in Hong Kong, sold **4,762 BYD new energy vehicles** in the first half, becoming the best-selling brand in Hong Kong[45](index=45&type=chunk) - Sales in Indonesia, Cambodia, and the Philippines markets grew by **226%**, **444%**, and **89%** respectively[45](index=45&type=chunk) - Adopting a 'low-cost, high-efficiency' operating model, with overseas single-store investment and employee numbers lower than traditional 4S stores in China[45](index=45&type=chunk) - Adhering to the 'Four Fast' rapid deployment strategy (fast investment, fast store establishment, fast recruitment, fast implementation), and leveraging domestic talent reserves and training systems to achieve rapid market breakthroughs[46](index=46&type=chunk) [Future Outlook](index=17&type=section&id=%E5%B1%95%E6%9C%9B%E6%9C%AA%E4%BE%86) The Group's future systematic deployment will revolve around 'building framework, expanding coverage, establishing foundation, refining operations, broadening scope, and deepening impact,' including completing global network framework layout, increasing network density in core Asia-Pacific and European markets, building localized management and profitability systems, strengthening refined operations, expanding new energy vehicle peripheral businesses, and striving to become the world's largest new energy vehicle dealership group - Systematically deploying around 'building framework, expanding coverage, establishing foundation, refining operations, broadening scope, and deepening impact'[47](index=47&type=chunk) - Aiming to complete global network framework layout, rapidly develop new markets in the Middle East, Africa, and Americas, and increase network density in core Asia-Pacific and European markets[47](index=47&type=chunk) - Continuously building localized management foundations and profitability systems, strengthening refined operations, and enhancing profitability and efficiency[47](index=47&type=chunk) - Expanding new energy vehicle peripheral businesses, such as energy storage, charging solutions, battery repair, and recycling[47](index=47&type=chunk) - Committed to becoming the world's largest new energy vehicle dealership group[47](index=47&type=chunk) [Financial Performance Analysis](index=18&type=section&id=%E8%B2%A1%E5%8B%99%E8%A1%A8%E7%8F%BE%E5%88%86%E6%9E%90) This section details the Group's financial indicators for the first half of 2025, including revenue, costs, gross profit, various expenses, and profitability, and elaborates on its liquidity, financial resources, and capital resources, revealing key factors for performance improvement amidst market challenges [Revenue Analysis](index=18&type=section&id=%E6%94%B6%E5%85%A5) The Group's total revenue increased by **29.1%** to **RMB9,636.6 million** year-on-year, primarily due to significant growth in motor vehicle and other sales revenue and strong performance in Hong Kong and overseas markets - Total revenue for the first half of 2025 was **RMB9,636.6 million**, a **29.1% increase** compared to the same period in 2024[48](index=48&type=chunk) [Revenue by Type of Goods or Services](index=18&type=section&id=%E6%8C%89%E5%95%86%E5%93%81%E6%88%96%E6%9C%8D%E5%8B%99%E9%A1%9E%E5%9E%8B%E5%8A%83%E5%88%86%E7%9A%84%E6%94%B6%E5%85%A5) Motor vehicle and other sales revenue significantly increased by **36.7%** to **RMB8,577.4 million**, accounting for **89.0%** of total revenue, primarily due to the expansion of the international sales network; after-sales service revenue decreased by **10.7%**, and finance lease service revenue decreased by **34.4%** Revenue by Type of Goods or Services | Revenue Type | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Motor vehicle sales and others | 8,577.4 | 6,273.6 | 36.7% | 89.0% | | After-sales services | 1,044.7 | 1,170.5 | -10.7% | 10.8% | | Finance lease services | 14.5 | 22.1 | -34.4% | 0.2% | [Revenue by Geographical Location](index=18&type=section&id=%E6%8C%89%E5%9C%B0%E5%8D%80%E5%8A%83%E5%88%86%E7%9A%84%E6%94%B6%E5%85%A5) Hong Kong and overseas revenue significantly increased by **5.0 times** to **RMB3,901.6 million**, accounting for **40.5%** of total revenue, reflecting the success of the global strategy; Mainland China revenue decreased by **15.8%** to **RMB5,735.0 million**, primarily affected by weak domestic consumption and price competition Revenue by Geographical Location | Region | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Mainland China | 5,735.0 | 6,814.3 | -15.8% | 59.5% | | Hong Kong and Overseas | 3,901.6 | 652.0 | 500.0% | 40.5% | - Revenue from BMW and Lexus brands in Mainland China was **RMB4,544.6 million**, accounting for **79.2%** of Mainland China's revenue[52](index=52&type=chunk) [Cost of Sales and Services](index=18&type=section&id=%E9%8A%B7%E5%94%AE%E5%8F%8A%E6%9C%8D%E5%8B%99%E6%88%90%E6%9C%AC) Cost of sales and services increased by **27.8%** to **RMB9,076.8 million** year-on-year, consistent with the growth in motor vehicle and other sales revenue; cost of motor vehicle sales increased by **32.3%**, while cost of after-sales services decreased by **11.9%** Cost of Sales and Services | Item | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Cost of motor vehicle sales | 8,440.7 | 6,377.8 | 32.3% | | Cost of after-sales services | 636.1 | 722.2 | -11.9% | | **Total** | **9,076.8** | **7,100.0** | **27.8%** | [Gross Profit and Gross Margin](index=19&type=section&id=%E6%AF%9B%E5%88%A9%E5%8F%8A%E6%AF%9B%E5%88%A9%E7%8E%87) Gross profit increased by **52.8%** to **RMB559.8 million** year-on-year, with gross margin improving by **0.9 percentage points** to **5.8%**; gross profit from motor vehicle and other sales turned from loss to profit, while after-sales service gross profit slightly decreased but gross margin slightly increased Gross Profit and Gross Margin | Metric | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 559.8 | 366.3 | 52.8% | | Gross Margin | 5.8% | 4.9% | +0.9 percentage points | Gross Profit and Gross Margin by Business Type | Business Type | H1 2025 Gross Profit (RMB million) | H1 2024 Gross Profit (RMB million) | H1 2025 Gross Margin (%) | H1 2024 Gross Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Motor vehicle sales and others | 136.7 | (104.2) | 1.6% | -1.7% | | After-sales services | 408.5 | 448.3 | 39.1% | 38.3% | [Other Income and Gains, Net](index=19&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%E5%8F%8A%E6%94%B6%E7%9B%8A%E6%B7%A8%E9%A1%8D) Other income and gains, net, increased by **4.2%** to **RMB248.3 million** year-on-year, primarily driven by an **8.3%** increase in commission income Other Income and Gains, Net | Item | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Other income and gains | 248.3 | 238.2 | 4.2% | | Commission income | 205.3 | 189.5 | 8.3% | [Selling and Distribution Expenses](index=19&type=section&id=%E9%8A%B7%E5%94%AE%E5%8F%8A%E5%88%86%E9%8A%B7%E9%96%8B%E6%94%AF) Selling and distribution expenses increased by **20.0%** to **RMB549.2 million** year-on-year, primarily due to the continuous expansion of the international distribution network Selling and Distribution Expenses | Item | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Selling and distribution expenses | 549.2 | 459.3 | 20.0% | [Administrative Expenses](index=19&type=section&id=%E8%A1%8C%E6%94%BF%E9%96%8B%E6%94%AF) Administrative expenses increased by **27.4%** to **RMB167.0 million** year-on-year, also primarily affected by the expansion of the international distribution network Administrative Expenses | Item | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Administrative expenses | 167.0 | 131.1 | 27.4% | [Operating Profit](index=20&type=section&id=%E7%B6%93%E7%87%9F%E6%BA%A2%E5%88%A9) Operating profit significantly increased by **551.1%** to **RMB91.8 million**, indicating a substantial improvement in the Company's operating efficiency Operating Profit | Item | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Profit | 91.8 | 14.1 | 551.1% | [Finance Costs](index=20&type=section&id=%E8%B2%A1%E5%8B%99%E8%B2%BB%E7%94%A8) Finance costs increased by **20.3%** to **RMB94.9 million** year-on-year, primarily due to higher interest expenses resulting from increased bank borrowing levels Finance Costs | Item | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Finance costs | 94.9 | 78.9 | 20.3% | [Loss Attributable to Owners of the Company](index=20&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%93%81%E6%9C%89%E4%BA%BA%E6%87%89%E4%BD%94%E8%99%A7%E6%90%8D) Loss attributable to owners of the Company significantly decreased to **RMB11.8 million** (compared to a loss of **RMB76.3 million** in the same period of 2024); after excluding non-recurring expenses, adjusted net profit was **RMB20.7 million** Loss Attributable to Owners of the Company | Item | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Loss Attributable to Owners of the Company | (11.8) | (76.3) | -84.5% | | Adjusted Net Profit (excluding non-recurring expenses) | 20.7 | (76.3) | turned profitable | [Liquidity, Financial Resources and Capital Resources](index=20&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E6%9C%AC%E8%B3%87%E6%BA%90) The Group primarily meets its liquidity needs through operating cash flow and bank loans; as of the end of the reporting period, total cash and deposits were **RMB1,064.3 million**, net current assets decreased, capital expenditure significantly increased, and the gearing ratio improved [Cash Flows](index=20&type=section&id=%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F) As of June 30, 2025, the Group's total cash and deposits were **RMB1,064.3 million**; net cash generated from operating activities was **RMB314.6 million**, net cash used in investing activities was **RMB291.2 million**, and net cash used in financing activities was **RMB76.9 million** Key Cash Flow Data | Item | As of June 30, 2025 (RMB million) | | :--- | :--- | | Total cash and deposits | 1,064.3 | | Net cash generated from operating activities | 314.6 | | Net cash used in investing activities | 291.2 | | Net cash used in financing activities | 76.9 | [Net Current Assets](index=21&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E7%94%A2%E6%B7%A8%E9%A1%8D) Net current assets decreased by **19.4%** to **RMB983.3 million** year-on-year, primarily due to a decrease in prepayments, other receivables and other assets, cash and bank balances, and pledged and restricted bank deposits Net Current Assets | Item | As of June 30, 2025 (RMB million) | As of Dec 31, 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Net Current Assets | 983.3 | 1,219.7 | -19.4% | [Capital Expenditure](index=21&type=section&id=%E8%B3%87%E6%9C%AC%E9%96%8B%E6%94%AF) Capital expenditure increased by **104.5%** to **RMB364.4 million** year-on-year, primarily for the purchase of property, plant and equipment related to the expansion of overseas sales networks Capital Expenditure | Item | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Capital expenditure | 364.4 | 178.2 | 104.5% | [Contingent Liabilities](index=21&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of June 30, 2025, the Group had no significant contingent liabilities or guarantees - The Group had no significant contingent liabilities or guarantees at the end of the reporting period[66](index=66&type=chunk) [Inventories](index=21&type=section&id=%E5%AD%98%E8%B2%A8) Total inventories increased to **RMB1,992.7 million**, with average inventory turnover days decreasing by **0.9 days** to **39.4 days** year-on-year, reflecting the Group's inventory management measures under market pressure Inventories and Turnover Days | Item | As of June 30, 2025 (RMB million) | As of Dec 31, 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Inventories | 1,992.7 | 1,921.9 | 3.7% | | Average Inventory Turnover Days | 39.4 days | 40.3 days (H1 2024) | -0.9 days | [Bank and Other Borrowings](index=21&type=section&id=%E9%8A%80%E8%A1%8C%E8%B2%B8%E6%AC%BE%E5%8F%8A%E5%85%B6%E4%BB%96%E5%80%9F%E8%B2%B8) Total bank and other borrowings increased by **4.5%** to **RMB3,574.2 million** year-on-year, with a significant increase in current bank loans Bank and Other Borrowings | Item | As of June 30, 2025 (RMB thousand) | As of Dec 31, 2024 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Bank loans | 2,427,120 | 1,943,783 | 24.9% | | Other borrowings | 1,147,036 | 1,475,202 | -22.3% | | **Total** | **3,574,156** | **3,418,985** | **4.5%** | [Gearing Ratio](index=22&type=section&id=%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E6%AF%94%E7%8E%87) The gearing ratio (calculated as total liabilities divided by total assets) decreased by **1.4 percentage points** to **55.7%**, indicating an improvement in financial leverage Gearing Ratio | Metric | As of June 30, 2025 | As of Dec 31, 2024 | Change (percentage points) | | :--- | :--- | :--- | :--- | | Gearing Ratio | 55.7% | 57.1% | -1.4 | [Interest Rate and Foreign Exchange Risks](index=22&type=section&id=%E5%88%A9%E7%8E%87%E9%A2%A8%E9%9A%AA%E5%8F%8A%E5%A4%96%E5%8C%AF%E9%A2%A8%E9%9A%AA) The Group primarily calculates interest at fixed rates, with limited interest rate fluctuation risk; foreign exchange risk is not significant, and exchange rate fluctuations are not hedged - The Group primarily calculates interest at fixed rates, with limited interest rate risk[71](index=71&type=chunk) - Foreign exchange risk is not significant, and exchange rate fluctuations are not hedged[71](index=71&type=chunk) [Capital Structure and Treasury Policy](index=22&type=section&id=%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B%E5%8F%8A%E5%BA%AB%E5%8B%99%E6%94%BF%E7%AD%96) The Group's business activities are primarily funded through a combination of equity, cash generated from operating activities, interest-bearing bank loans, and other borrowings, maintaining a sound liquidity position - The Group's business activities are primarily funded through a combination of equity, cash generated from operating activities, interest-bearing bank loans, and other borrowings[72](index=72&type

[GEM Market Features and Report Declaration](index=2&type=section&id=GEM%E7%9A%84%E7%89%B9%E8%89%B2) [GEM Market Positioning and Investment Risk Warning](index=2&type=section&id=GEM%E7%9A%84%E5%AE%9A%E4%BD%8D%E8%88%87%E9%A2%A8%E9%9A%AA%E6%8F%90%E7%A4%BA) The GEM market is designed for small and medium-sized companies, with higher investment risks, potential for significant market volatility, and no guarantee of liquidity; investors should exercise caution - The GEM market is positioned for small and medium-sized companies, entailing **higher investment risks**[1](index=1&type=chunk) - GEM securities may be subject to **significant market volatility risks**, and high liquidity cannot be guaranteed[1](index=1&type=chunk) [Statement on Accuracy of Report Information](index=2&type=section&id=%E5%A0%B1%E5%91%8A%E8%B3%87%E6%96%99%E8%81%B2%E6%98%8E) This report's information is published in accordance with GEM Listing Rules, with directors collectively and individually assuming full responsibility for its accuracy, completeness, and absence of misleading or fraudulent content - This report's information is published in compliance with the GEM Listing Rules of the Stock Exchange[2](index=2&type=chunk) - Directors confirm the report's information is accurate, complete, and free from misleading or fraudulent content, assuming full responsibility[2](index=2&type=chunk) [Company Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This section provides essential corporate details including board members, committee compositions, key personnel, and operational information [Board Members](index=4&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83) The Board comprises executive directors Mr. Chan Ting (Chairman), Mr. Cheuk Ka Chun (resigned), and Ms. Chan Siu, alongside independent non-executive directors Dr. Lau Tai Bay, Professor Engineer Yeung Mang Cheung, and Mr. Choi Man On - Executive Directors include **Mr. Chan Ting (Chairman)**, **Mr. Cheuk Ka Chun (resigned on June 24, 2025)**, and **Ms. Chan Siu**[5](index=5&type=chunk) - Independent Non-Executive Directors include **Dr. Lau Tai Bay**, **Professor Engineer Yeung Mang Cheung**, and **Mr. Choi Man On**[5](index=5&type=chunk) [Committee Composition](index=4&type=section&id=%E5%A7%94%E5%93%A1%E6%9C%83%E6%88%90%E5%93%A1) The Audit Committee is chaired by Mr. Choi Man On, the Remuneration Committee by Dr. Lau Tai Bay, and the Nomination Committee by Professor Engineer Yeung Mang Cheung, with recent changes in board member appointments - The Audit Committee Chairman is **Mr. Choi Man On**[5](index=5&type=chunk) - The Remuneration Committee Chairman is **Dr. Lau Tai Bay**, with **Mr. Chan Ting appointed on June 24, 2025**[5](index=5&type=chunk) - The Nomination Committee Chairman is **Professor Engineer Yeung Mang Cheung**, with **Mr. Chan Ting resigning on August 29, 2025**, and **Ms. Chan Siu appointed**[5](index=5&type=chunk) [Company Secretary and Compliance Officer](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E7%A7%98%E6%9B%B8%E5%8F%8A%E5%90%88%E8%A6%8F%E4%B8%BB%E7%AE%A1) Mr. Tam Chun Wai serves as Company Secretary, while Mr. Chan Ting was appointed Compliance Officer and Authorized Representative on June 24, 2025 - The Company Secretary is **Mr. Tam Chun Wai**[5](index=5&type=chunk) - The Compliance Officer and Authorized Representative, following Mr. Cheuk Ka Chun's resignation, was **appointed to Mr. Chan Ting on June 24, 2025**[5](index=5&type=chunk) [Registered and Principal Place of Business](index=4&type=section&id=%E8%A8%BB%E5%86%8A%E5%8F%8A%E7%87%9F%E6%A5%AD%E5%9C%B0%E9%BB%9E) The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in Hong Kong at 4/F, Wah Yuen Building, 149 Queen's Road Central, Central - The registered office is located in the **Cayman Islands**[5](index=5&type=chunk) - The headquarters and principal place of business in Hong Kong are located at **4/F, Wah Yuen Building, 149 Queen's Road Central, Central, Hong Kong**[6](index=6&type=chunk) [Principal Bankers and Auditor](index=5&type=section&id=%E4%B8%BB%E8%A6%81%E5%BE%80%E4%BE%86%E9%8A%80%E8%A1%8C%E5%8F%8A%E6%A0%B8%E6%95%B8%E5%B8%AB) Key banking relationships include UOB, Hang Seng Bank, and Bank of Communications, with Elite Partners CPA Limited serving as the auditor - Principal bankers include **United Overseas Bank Limited, Hong Kong Branch, Hang Seng Bank Limited, and Bank of Communications (Hong Kong) Limited**[7](index=7&type=chunk) - The auditor is **Elite Partners CPA Limited**[7](index=7&type=chunk) [Stock Code and Company Website](index=5&type=section&id=%E8%82%A1%E4%BB%BD%E4%BB%A3%E8%99%9F%E5%8F%8A%E5%85%AC%E5%8F%B8%E7%B6%B2%E7%AB%99) The company's stock code is 8107, and its official website is www.ficustech.com - The stock code is **8107**[7](index=7&type=chunk) - The company website is **www.ficustech.com**[7](index=7&type=chunk) [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=6&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%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's revenue significantly decreased by 41.6% to HKD 9,112 thousand, gross profit sharply declined to HKD 515 thousand from HKD 6,985 thousand, and loss for the period expanded to HKD 13,549 thousand, with basic loss per share at HKD 0.99 cents Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 9,112 | 15,612 | -41.6% | | Cost of sales | (8,597) | (8,627) | -0.3% | | Gross profit | 515 | 6,985 | -92.6% | | Other income, gains and losses, net | 729 | 574 | 27.0% | | Selling and distribution expenses | (288) | (665) | -56.7% | | Administrative expenses | (13,967) | (13,361) | 4.5% | | Finance costs | (400) | (712) | -43.9% | | Loss before tax | (13,411) | (7,179) | 86.8% | | Income tax expense | (138) | (264) | -47.7% | | Loss for the period | (13,549) | (7,443) | 82.0% | | Other comprehensive expenses for the period (net of income tax) | (378) | – | - | | Total comprehensive expenses attributable to owners of the Company | (13,927) | (7,443) | 87.1% | | Loss per share — Basic (HK cents) | (0.99) | (0.55) | 80.0% | [Unaudited Condensed Consolidated Statement of Financial Position](index=7&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the Group transitioned from net assets to a net liability of HKD 1,809 thousand, with net current liabilities increasing to HKD 19,921 thousand, indicating a deteriorating financial position, while both total assets and total liabilities increased Unaudited Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Non-current assets** | | | | | Property, plant and equipment | 5,798 | 5,857 | -1.0% | | Right-of-use assets | 1,933 | 3,135 | -38.3% | | Investment properties | 15,550 | 16,070 | -3.2% | | Deposits | 66 | 66 | 0.0% | | **Total non-current assets** | **23,347** | **25,128** | **-7.1%** | | **Current assets** | | | | | Trade and other receivables, prepayments and deposits | 24,695 | 15,750 | 56.8% | | Bank balances and cash | 514 | 225 | 128.4% | | **Total current assets** | **25,209** | **15,975** | **57.8%** | | **Current liabilities** | | | | | Trade and other payables | 35,195 | 22,397 | 57.1% | | Bank borrowings | 7,960 | 8,611 | -7.5% | | Lease liabilities | 1,975 | 2,492 | -20.7% | | **Total current liabilities** | **45,130** | **33,500** | **34.7%** | | **Net current liabilities** | **(19,921)** | **(17,525)** | **13.7%** | | Total assets less current liabilities | 3,426 | 7,603 | -55.0% | | **Non-current liabilities** | | | | | Bank borrowings | 5,235 | 5,811 | -10.0% | | Lease liabilities | – | 753 | -100.0% | | **Total non-current liabilities** | **5,235** | **6,564** | **-20.2%** | | **(Deficit) Net assets** | **(1,809)** | **1,039** | **-274.1%** | | Share capital | 13,731 | 13,545 | 1.4% | | Reserves | (15,540) | (12,506) | 24.2% | | **Equity (Deficit) attributable to owners of the Company** | **(1,809)** | **1,039** | **-274.1%** | [Unaudited Condensed Consolidated Statement of Changes in Equity](index=8&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) For the six months ended June 30, 2025, the Group's shareholders' equity shifted from HKD 1,039 thousand at the beginning of the period to a deficit of HKD 1,809 thousand at the end, primarily due to a total loss and comprehensive expenses of HKD 13,927 thousand, partially offset by proceeds from new share placements Unaudited Condensed Consolidated Statement of Changes in Equity | Indicator | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Total equity at beginning of period | 1,039 | 62,359 | | Placement of new shares, net of expenses | 11,079 | – | | Loss and total comprehensive expenses for the period | (13,927) | (7,443) | | Total equity at end of period | (1,809) | 54,916 | - In the first half of 2025, share capital increased by **HKD 186 thousand**, and share premium increased by **HKD 10,893 thousand**, mainly from new share placements[10](index=10&type=chunk) - The exchange fluctuation reserve decreased by **HKD 378 thousand** due to exchange differences, and retained profits decreased by **HKD 13,549 thousand** due to loss for the period[10](index=10&type=chunk) [Unaudited Condensed Consolidated Statement of Cash Flows](index=9&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) For the six months ended June 30, 2025, the Group's cash and cash equivalents increased by HKD 658 thousand, mainly driven by net cash from financing activities of HKD 8,182 thousand, which offset cash outflows from operating and investing activities Unaudited Condensed Consolidated Statement of Cash Flows | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | (6,576) | (1,442) | | Net cash used in investing activities | (948) | (3,048) | | Net cash from (used in) financing activities | 8,182 | (16,645) | | Net increase (decrease) in cash and cash equivalents | 658 | (21,135) | | Effect of foreign exchange rate changes | (369) | – | | Cash and cash equivalents at beginning of period | 225 | 22,099 | | Cash and cash equivalents at end of period | 514 | 964 | - Cash outflow from operating activities significantly increased from **HKD 1,442 thousand** in the same period of 2024 to **HKD 6,576 thousand** in 2025[12](index=12&type=chunk) - Cash flow from financing activities shifted from a net outflow of **HKD 16,645 thousand** in the same period of 2024 to a net inflow of **HKD 8,182 thousand** in 2025, which is the primary reason for the increase in cash at period-end[12](index=12&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) This section provides detailed explanatory notes to the unaudited condensed consolidated financial statements, covering general information, accounting policies, and specific financial items [1. General Information](index=10&type=section&id=1.%20%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99) The Company was incorporated in the Cayman Islands in 2017, listed on GEM in 2018, and primarily engages in apparel and related product supply chain management, innovative anti-counterfeiting and marketing solutions, and building material agency services, with its name changed to "Ficus Technology Holdings Limited" in July 2024 - The Company was incorporated in the Cayman Islands on **January 19, 2017**, and listed on GEM of the Stock Exchange on **May 4, 2018**[13](index=13&type=chunk) - The Group primarily engages in the **sale of apparel and related products**, provision of **supply chain management services**, sale of **innovative anti-counterfeiting, traceability, and marketing products** and related support, and provision of **agency services for building and related materials**[14](index=14&type=chunk) - The company name was changed from "Wisdomcome International Holdings Limited" to "Ficus Technology Holdings Limited" on **July 24, 2024**[13](index=13&type=chunk) [2. Basis of Preparation and Principal Accounting Policies](index=10&type=section&id=2.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, presented in HKD, and despite significant going concern uncertainties, the directors have formulated plans including subscription agreements, shareholder financial support, and property sales to address liquidity pressures - The condensed consolidated financial statements are prepared in accordance with **Hong Kong Accounting Standard 34** issued by the HKICPA and the applicable disclosure requirements of **Chapter 18 of the GEM Listing Rules**[15](index=15&type=chunk) - As of June 30, 2025, the Group incurred a **net loss of HKD 13,549 thousand**, had **net current liabilities of HKD 19,921 thousand**, and some borrowings were in default due to breaches of loan covenants, indicating **significant uncertainty regarding going concern**[16](index=16&type=chunk) - To address going concern uncertainties, directors have formulated several plans, including a **USD 25 million (approximately HKD 195 million) subscription agreement** with an investor, financial support from controlling shareholder Mr. Chan, the sale of Hong Kong properties, and actively seeking bank support for loan restructuring[17](index=17&type=chunk)[18](index=18&type=chunk) [3. Operating Segments](index=12&type=section&id=3.%20%E7%B6%93%E7%87%9F%E5%88%86%E9%83%A8) The Group's operating segments include apparel and other products with supply chain management services, innovative supply chain management solutions, and building material agency services, with 2025 first-half revenue primarily from apparel and other products in China, while innovative supply chain solutions saw a significant revenue decline - The Group's reportable segments include: 1. **Sale of apparel and related products** and provision of supply chain management services for other products; 2. **Sale of innovative anti-counterfeiting, traceability, and marketing products** and related support, and provision of supply chain management solutions; and 3. Provision of **agency services for building and related materials**[21](index=21&type=chunk) Revenue by Operating Segment | Segment | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Apparel and other products and supply chain management services | 9,112 | 3,000 | 203.7% | | Building materials | – | 46 | -100.0% | | Innovative supply chain management solutions | – | 12,566 | -100.0% | | **Total** | **9,112** | **15,612** | **-41.6%** | Profit (Loss) by Operating Segment | Segment | Six Months Ended June 30, 2025 Profit (Loss) (HKD thousands) | Six Months Ended June 30, 2024 Profit (Loss) (HKD thousands) | | :--- | :--- | :--- | | Apparel and other products and supply chain management services | 515 | 2,126 | | Building materials | – | (1) | | Innovative supply chain management solutions | – | 3,761 | | **Consolidated loss before tax** | **(13,411)** | **(7,179)** | - In the first half of 2025, all external sales revenue was derived from **apparel and other products and supply chain management services in China**[26](index=26&type=chunk)[34](index=34&type=chunk) - Major customer D contributed **all revenue of HKD 9,112 thousand** in the first half of 2025, whereas in the first half of 2024, major customers A, B, and C contributed most of the revenue[32](index=32&type=chunk) [4. Revenue from Contracts with Customers](index=17&type=section&id=4.%20%E5%AE%A2%E6%88%B6%E5%90%88%E7%B4%84%E6%94%B6%E7%9B%8A) The Group's total revenue from contracts with customers for the first half of 2025 amounted to HKD 9,112 thousand, entirely from sales of other products and supply chain management services, recognized at a point in time, and primarily from the China market Revenue by Source | Revenue Source | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Apparel and other products and supply chain management services — Sale of other products | 9,112 | – | | Apparel and other products and supply chain management services — Provision of supply chain management services | – | 3,000 | | Building materials — Agency fees for building and related materials | – | 46 | | Innovative supply chain management solutions — Sale of anti-counterfeiting, traceability, and marketing products and related support | – | 12,566 | | **Total** | **9,112** | **15,612** | - In the first half of 2025, all revenue was recognized **at a point in time**, while in the first half of 2024, **HKD 3,000 thousand** of revenue was recognized over time[33](index=33&type=chunk) - In the first half of 2025, all revenue originated from the **China market**, whereas in the first half of 2024, revenue came from China, Hong Kong, and Cambodia[34](index=34&type=chunk) [5. Other Income, Gains and Losses, Net](index=18&type=section&id=5.%20%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%E3%80%81%E6%94%B6%E7%9B%8A%E5%8F%8A%E虧%E6%90%8D%E6%B7%A8%E9%A1%8D) For the six months ended June 30, 2025, other income, gains, and losses, net, increased to HKD 729 thousand, mainly due to higher rental and other income, with zero net provision for expected credit losses on trade receivables Other Income, Gains and Losses, Net | Item | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Net provision for expected credit losses on trade receivables | – | (44) | | Rental income | 512 | 549 | | Net exchange loss | (9) | (17) | | Others | 226 | 86 | | **Total** | **729** | **574** | - Other income, gains, and losses, net, increased by **27.0% year-on-year**, primarily due to a **HKD 140 thousand increase in other income**[36](index=36&type=chunk) [6. Income Tax Expense](index=19&type=section&id=6.%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 decreased to HKD 138 thousand, primarily from China corporate income tax, with Hong Kong profits tax at 16.5% and China subsidiaries at 25% Income Tax Expense | Item | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | China corporate income tax — Current year | 138 | 341 | | Deferred tax | – | (77) | | **Total** | **138** | **264** | - Income tax expense decreased by **47.7% year-on-year**, mainly due to a **reduction in China corporate income tax**[37](index=37&type=chunk) - The Hong Kong profits tax rate is **16.5%**, and the tax rate for China subsidiaries is **25%**[38](index=38&type=chunk) [7. Loss for the Period](index=19&type=section&id=7.%20%E6%9C%9F%E5%85%A7%E虧%E6%90%8D) For the six months ended June 30, 2025, the loss for the period was recognized after deducting total employee benefit expenses of HKD 9,949 thousand (a 36.2% year-on-year increase) and depreciation and amortization expenses totaling HKD 2,729 thousand Loss for the Period Deductions | Item | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Directors' emoluments | 795 | 850 | | Other staff costs — Salaries and other benefits | 8,915 | 6,231 | | Other staff costs — Contributions to retirement benefit schemes | 239 | 224 | | **Total employee benefit expenses** | **9,949** | **7,305** | | Auditor's remuneration | 200 | 200 | | Depreciation of property, plant and equipment | 1,007 | 918 | | Depreciation of investment properties | 520 | – | | Depreciation of right-of-use assets | 1,202 | 969 | | Amortisation of intangible assets | – | 500 | | Cost of inventories recognised as cost of sales | 8,597 | 8,627 | - Total employee benefit expenses increased by **36.2% year-on-year**, primarily due to an **increase in salaries and other benefits**[39](index=39&type=chunk) - Depreciation of investment properties was **HKD 520 thousand** in the first half of 2025, the first time it was incurred[39](index=39&type=chunk) [8. Dividends](index=20&type=section&id=8.%20%E8%82%A1%E6%81%AF) The Board does not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025[40](index=40&type=chunk) [9. Loss Per Share](index=20&type=section&id=9.%20%E6%AF%8F%E8%82%A1%E虧%E6%90%8D) For the six months ended June 30, 2025, basic loss per share expanded to HKD 0.99 cents, up from HKD 0.55 cents in the prior year, primarily due to an increased loss for the period Loss Per Share Calculation | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company used for calculating basic and diluted loss (HKD thousands) | (13,549) | (7,443) | | Weighted average number of ordinary shares used for calculating basic and diluted loss per share (thousands of shares) | 1,371,412 | 1,354,500 | | **Loss per share — Basic (HK cents)** | **(0.99)** | **(0.55)** | - Basic loss per share increased by **80.0% year-on-year**[41](index=41&type=chunk) - Diluted loss per share is not presented as there were no potential dilutive ordinary shares outstanding in either period[42](index=42&type=chunk) [10. Property, Plant and Equipment](index=20&type=section&id=10.%20%E7%89%A9%E6%A5%AD%E3%80%81%E5%BB%A0%E6%88%BF%E5%8F%8A%E8%A8%AD%E5%82%99) Property, plant, and equipment items are depreciated using the straight-line method, with leasehold land and buildings depreciated over the remaining lease term, computer and office equipment at 20% per annum, and leasehold improvements at 10% per annum - Leasehold land and buildings are depreciated over the **remaining lease term**[43](index=43&type=chunk) - Computer and office equipment are depreciated at an annual rate of **20%**[43](index=43&type=chunk) - Leasehold improvements are depreciated at an annual rate of **10%**[43](index=43&type=chunk) [11. Investment Properties](index=21&type=section&id=11.%20%E6%8A%95%E8%B3%87%E7%89%A9%E6%A5%AD) Investment properties are depreciated using the straight-line method over their lease terms, and as of June 30, 2025, and December 31, 2024, all investment properties were pledged as security for bank financing - Investment properties are depreciated using the straight-line method over their **lease terms**[44](index=44&type=chunk) - All investment properties are **pledged as security** for bank financing granted to the Group[44](index=44&type=chunk) [12. Trade and Other Receivables, Prepayments and Deposits](index=21&type=section&id=12.%20%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85%E3%80%81%E9%A0%90%E4%BB%98%E6%AC%BE%E9%A0%85%E5%8F%8A%E6%8C%89%E9%87%91) The Group typically grants credit terms of 30 to 90 days, extending up to 180 days for some customers, with total trade receivables at HKD 16,444 thousand as of June 30, 2025, of which HKD 9,266 thousand are 0-30 days and HKD 7,178 thousand are over 90 days - The Group grants credit terms of **30 to 90 days** from the date of goods delivery, with some customers extending up to **180 days**[45](index=45&type=chunk) Trade Receivables Ageing Analysis | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 9,266 | – | | Over 90 days | 7,178 | 7,902 | | **Total** | **16,444** | **7,902** | - Total trade receivables increased by **108.1% year-on-year**, primarily due to a **significant increase in receivables aged 0 to 30 days**[46](index=46&type=chunk) [13. Trade and Other Payables](index=21&type=section&id=13.%20%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) As of June 30, 2025, total trade payables amounted to HKD 9,389 thousand, with HKD 8,741 thousand falling within 0-30 days, a significant increase from HKD 254 thousand as of December 31, 2024 Trade Payables Ageing Analysis | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 8,741 | – | | Over 91 days | 648 | 254 | | **Total** | **9,389** | **254** | - Total trade payables increased significantly by **3596.5%**, mainly due to a **substantial increase in payables aged 0 to 30 days**[47](index=47&type=chunk) [14. Bank Borrowings](index=22&type=section&id=14.%20%E9%8A%80%E8%A1%8C%E5%80%9F%E6%AC%BE) As of June 30, 2025, the Group had HKD 6,811 thousand in bank borrowings in default due to non-compliance with loan covenants, potentially subject to immediate repayment, though no such demand had been received from banks as of the report publication date - As of June 30, 2025, the Group had **HKD 6,811 thousand** in borrowings in default due to **non-compliance with loan covenants**[48](index=48&type=chunk) - These borrowings are repayable on demand by the lenders, but as of the date of publication of the condensed consolidated financial statements, the Group had **not received any demand for immediate repayment** from the banks[48](index=48&type=chunk) [15. Share Capital](index=22&type=section&id=15.%20%E8%82%A1%E6%9C%AC) The Company's share capital increased in the first half of 2025 due to two share placements, bringing the total number of issued shares to 1,373,145,000, following a share split in July 2024 that divided each HKD 0.1 par value share into ten shares of HKD 0.01 par value Share Capital Movement | Item | Number of Shares | Share Capital (HKD thousands) | | :--- | :--- | :--- | | As at December 31, 2024 (ordinary shares of HKD 0.01 each) | 1,354,500,000 | 13,545 | | First placement of shares in 2025 | 13,430,000 | 134 | | Second placement of shares in 2025 | 5,215,000 | 52 | | **As at June 30, 2025** | **1,373,145,000** | **13,731** | - The first share placement in 2025 involved **13,430,000 shares**, raising net proceeds of approximately **HKD 7,700 thousand**, used to enhance sales of innovative anti-counterfeiting, traceability, and marketing products, strengthen e-commerce platform operations, and for working capital[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) - The second share placement in 2025 involved **5,215,000 shares**, raising net proceeds of approximately **HKD 3,100 thousand**, used to strengthen working capital[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - The Company completed a **share split on July 24, 2024**, dividing each share of HKD 0.1 par value into ten shares of HKD 0.01 par value, and changing the board lot size from 10,000 existing shares to 5,000 subdivided shares[56](index=56&type=chunk)[57](index=57&type=chunk) [16. Related Party Transactions](index=25&type=section&id=16.%20%E9%97%9C%E8%81%AF%E6%96%B9%E4%BA%A4%E6%98%93) Apart from disclosures elsewhere in the condensed consolidated financial statements, the Group had no other significant outstanding balances with related parties at the end of the reporting period, nor any material transactions with related parties for the six months ended June 30, 2024, and 2025 - The Group had **no other significant outstanding balances** with related parties at the end of the reporting period[58](index=58&type=chunk) - There were **no material transactions** with related parties for the six months ended June 30, 2024, and 2025[58](index=58&type=chunk) [17. Events After the Reporting Period](index=25&type=section&id=17.%20%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) Other than those disclosed elsewhere in the condensed consolidated financial statements, the Group had no other material events after the reporting period and up to the date of this report - The Group had **no other material events** after the reporting period and up to the date of this report[59](index=59&type=chunk) [Management Discussion and Analysis](index=26&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 an overview of the Group's business, a review of its operations and financial performance, and an outlook on future strategies [Business Overview](index=26&type=section&id=%E6%A5%AD%E5%8B%99%E6%A6%82%E8%A7%80) The Group is an integrated supply chain management service provider focused on apparel clients, employing a vertically integrated business model to offer end-to-end customized solutions, and has developed an innovative supply chain management segment integrating technology solutions to enhance traditional supply chain processes - The Group is an integrated supply chain management service provider focused on apparel clients, offering **end-to-end customized solutions**[60](index=60&type=chunk) - The apparel supply chain management segment is the core business, providing comprehensive services including **market analysis, product design, raw material procurement, production supervision, and quality control**[61](index=61&type=chunk) - The innovative supply chain management segment integrates **technology-driven value-added services** such as anti-counterfeiting protection, product tracking systems, and interactive marketing solutions, combined with e-commerce solutions, to expand service scope and revenue potential[62](index=62&type=chunk) [Business Review](index=27&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) During the review period, the Group focused on synergistic growth in its apparel supply chain management and innovative supply chain management segments, reallocating resources to expand market share in China and Hong Kong, secured a USD 25 million subscription agreement to support development, and established collaborations with Chinese SMEs and the 832 platform, anticipating substantial revenue contributions - The Group focused on the **synergistic growth** of its apparel supply chain management and innovative supply chain management segments, reallocating resources to expand market share in **China and Hong Kong**[63](index=63&type=chunk) - A **USD 25 million (approximately HKD 195 million) subscription agreement** was reached with an investor to support the continuous development of a more responsive and technology-driven supply chain platform[63](index=63&type=chunk) - A memorandum of understanding was signed with a Shanghai SME apparel brand, projected to generate **RMB 3 million to 5 million in monthly revenue** in the second half of 2025[64](index=64&type=chunk) - The strategic cooperation agreement with a subsidiary of China Supply and Marketing Group Co., Ltd. was optimized to expand operational scope, expected to generate **HKD 10 million to 20 million in revenue** through the 832 platform[64](index=64&type=chunk)[65](index=65&type=chunk) [Financial Review](index=28&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's revenue for the first half of 2025 significantly decreased by 41.6% to HKD 9.1 million, gross profit sharply declined by 92.6% to HKD 0.5 million, with gross margin falling to 5.7%, and loss for the period expanded by 82.0% to HKD 13.5 million, primarily due to the loss of key customers, a cautious financial approach, and the lack of high-margin contributions from the innovative supply chain management segment Financial Performance Summary | Indicator | Six Months Ended June 30, 2025 (HKD millions) | Six Months Ended June 30, 2024 (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 9.1 | 15.6 | -41.6% | | Cost of sales | 8.6 | 8.6 | 0.0% | | Gross profit | 0.5 | 7.0 | -92.9% | | Gross margin | 5.7% | 44.7% | -39.0 percentage points | | Other income, gains and losses, net | 0.7 | 0.6 | 16.7% | | Selling and distribution expenses | 0.3 | 0.7 | -57.1% | | Administrative expenses | 14.0 | 13.4 | 4.5% | | Finance costs | 0.4 | 0.7 | -42.9% | | Income tax expense | 0.1 | 0.3 | -66.7% | | Loss and total comprehensive expenses for the period | 13.5 | 7.4 | 82.4% | - The decrease in revenue was primarily due to the **loss of procurement orders from some key apparel customers**, a more **cautious financial approach**, and the **delayed expansion of business in China and Hong Kong**[66](index=66&type=chunk) - The significant decline in gross margin was mainly due to the **absence of high-margin contributions from the innovative supply chain management segment** in the first half of 2025[68](index=68&type=chunk) - The slight increase in administrative expenses was primarily due to **higher rental expenses and staff costs**, partially offset by reductions in legal and professional fees, trademark amortization, and right-of-use assets[71](index=71&type=chunk) [Pledge of the Group's Assets](index=30&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of June 30, 2025, the Group pledged its property located at Tai Nan West Street, Kowloon, Hong Kong, to a bank to secure banking facilities - The Group pledged its property located at **Tai Nan West Street, Kowloon, Hong Kong**, to a bank to obtain banking facilities[75](index=75&type=chunk) [Share Capital](index=30&type=section&id=%E8%82%A1%E6%9C%AC) As of June 30, 2025, the Company's issued share capital was HKD 13,731,450, with 1,373,145,000 shares issued, following a share split in July 2024 that divided each HKD 0.1 par value share into ten shares of HKD 0.01 par value - As of June 30, 2025, the Company's issued share capital was **HKD 13,731,450**, with **1,373,145,000 shares issued**[76](index=76&type=chunk) - The Company completed a **share split on July 24, 2024**, dividing each share of HKD 0.1 par value into ten shares of HKD 0.01 par value[76](index=76&type=chunk) [Use of Proceeds](index=31&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) The Group于2025年上半年通过两次股份配售共筹集所得款项净额10.8百萬港元，已悉數用於支付員工薪酬、專業費用及鞏固營運資金，用途與計劃一致，無重大延遲 Use of Proceeds from Share Placements | Placement Event | Net Proceeds (HKD millions) | Actual Use (HKD millions) | Primary Use | | :--- | :--- | :--- | :--- | | November 2024 Share Placement (completed Jan 2025) | 7.7 | 7.7 | Payment of staff salaries and related expenses (5.3), professional fees and other service costs (1.5), others (0.9) | | January 2025 Share Placement (completed Feb 2025) | 3.1 | 3.1 | Payment of staff salaries and related expenses (1.3), professional fees and other service costs (0.5), repayment of other payables (0.3), others (1.0) | | **Total** | **10.8** | **10.8** | | - The net proceeds from both share placements have been **fully utilized**, consistent with the planned uses and **without significant delays or changes**[78](index=78&type=chunk)[80](index=80&type=chunk) [Material Investments Held](index=33&type=section&id=%E6%89%80%E6%8C%81%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87) As of June 30, 2025, the Group held no material investments - As of June 30, 2025, the Group held **no material investments**[81](index=81&type=chunk) [Capital Commitments and Contingent Liabilities](index=33&type=section&id=%E8%B3%87%E6%9C%AC%E6%89%BF%E6%93%94%E5%8F%8A%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of June 30, 2025, the Group had no material capital commitments or any significant contingent liabilities or guarantees - As of June 30, 2025, the Group had **no material capital commitments** and **no significant contingent liabilities or guarantees**[82](index=82&type=chunk) [Foreign Exchange Risk](index=33&type=section&id=%E5%A4%96%E5%8C%AF%E9%A2%A8%E9%9A%AA) The Group's revenue is primarily denominated in RMB, with some in HKD; given the HKD's peg to the USD, foreign exchange risk related to the USD is not significant, and the Group will closely monitor currency fluctuations and consider hedging when necessary - The Group's revenue is primarily denominated in **RMB**, with a portion denominated in **HKD**[83](index=83&type=chunk) - As the HKD is pegged to the USD, the foreign exchange risk related to the USD is **not significant**[84](index=84&type=chunk) - The Group will manage foreign exchange risk by closely monitoring foreign currency exchange rate fluctuations and will consider hedging when necessary[84](index=84&type=chunk) [Prospects](index=33&type=section&id=%E5%89%8D%E6%99%AF) The Group's future strategic direction involves strengthening its core apparel supply chain management business and capitalizing on growth opportunities in the innovative supply chain management segment through technology-assisted services and platforms, adopting a more agile grassroots strategy in China and Hong Kong, with the investor subscription agreement supporting these development plans - The Group's future strategic direction is to **strengthen its core apparel supply chain management business** and capitalize on **growth opportunities in the innovative supply chain management segment**[85](index=85&type=chunk) - The subscription agreement with an investor provides a committed amount of **USD 25 million** to support the development of these plans[85](index=85&type=chunk) - Strategic cooperation with the 832 platform and its ecosystem presents **significant growth opportunities**, with substantial revenue contributions expected by the end of fiscal year 2025[86](index=86&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=34&type=section&id=%E8%B3%87%E6%9C%AC%E7%B5%90%E6%A7%8B%E3%80%81%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) As of June 30, 2025, the Group reported a total deficit of HKD 1.8 million, net current liabilities of HKD 19.9 million, a current ratio of 0.56 times, and a debt-to-equity ratio of -729.4%, indicating significant liquidity pressure Capital Structure and Liquidity Indicators | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total deficit (Total equity) | HKD 1.8 million | HKD 1.0 million | | Cash and cash equivalents | HKD 0.5 million | HKD 0.2 million | | Net current liabilities | HKD 19.9 million | HKD 17.5 million | | Current ratio | 0.56 times | 0.48 times | | Debt-to-equity ratio | -729.4% | 1,388.1% | - The Company's capital structure has **not undergone significant changes** since December 31, 2024[88](index=88&type=chunk) [Dividends](index=34&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025[89](index=89&type=chunk) [Segment Information](index=35&type=section&id=%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) Segment information is disclosed in Note 3 to the unaudited condensed consolidated financial statements - Segment information is disclosed in **Note 3** to the unaudited condensed consolidated financial statements[90](index=90&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=35&type=section&id=%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E3%80%81%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E5%8F%8A%E5%90%88%E7%87%9F%E4%BC%81%E6%A5%AD%E4%B9%8B%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE) For the six months ended June 30, 2025, the Group made no material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group made **no material acquisitions or disposals** of subsidiaries, associates, or joint ventures[91](index=91&type=chunk) [Employees and Remuneration Policy](index=35&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 employed 16 full-time employees, with staff costs approximately HKD 10.0 million, and implements a competitive remuneration system linking part of compensation to business performance to incentivize staff Employee Information | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of full-time employees | 16 | 53 | | Staff costs (HKD millions) | 10.0 | 7.3 | - The number of employees significantly decreased, while staff costs increased[92](index=92&type=chunk) - Remuneration packages include basic salaries, bonuses, and allowances, with a portion of compensation linked to business performance[92](index=92&type=chunk) [Future Plans for Material Investments and Capital Assets](index=35&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E5%8F%8A%E8%B3%87%E6%9C%AC%E8%B3%87%E7%94%A2%E7%9A%84%E6%9C%AA%E4%BE%86%E8%A8%88%E5%8A%83) As of June 30, 2025, the Group had no plans involving material investments or capital assets - As of June 30, 2025, the Group had **no plans involving material investments or capital assets**[93](index=93&type=chunk) [Other Information](index=36&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) This section covers additional disclosures including interests, directors' rights, corporate governance, and audit committee review [Disclosure of Interests](index=36&type=section&id=%E6%AC%8A%E7%9B%8A%E6%8A%AB%E9%9C%B2) As of June 30, 2025, Executive Director Mr. Chan Ting and his spouse Ms. Theresa Woo held a 53.93% long position in the Company, with major shareholders including Beaming Elite (53.93% long), Arena Investors, LP (18.98% long and 6.59% short), and Mr. Ng Kim Ming (6.59% long) Directors' Interests in Shares | Director Name | Nature and Capacity of Interest | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Chan Ting | Interest in controlled corporation | 740,480,000 (L) | 53.93% | Major Shareholders' Interests in Shares | Major Shareholder Name | Nature and Capacity of Interest | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Beaming Elite | Beneficial owner | 740,480,000 (L) | 53.93% | | Ms. Theresa Woo | Spouse's interest | 740,480,000 (L) | 53.93% | | Arena Investors, LP | Investment manager | 257,065,000 (L) | 18.98% | | | | 89,320,000 (S) | 6.59% | | Mr. Ng Kim Ming | Interest in controlled corporation | 89,320,000 (L) | 6.59% | - Arena Investors, LP holds both **long and short positions** in the Company's shares and has granted a call option to EnKai Investments Pte. Ltd[99](index=99&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=39&type=section&id=%E8%91%A3%E4%BA%8B%E8%B3%BC%E8%B2%B7%E8%82%A1%E4%BB%BD%E6%88%96%E5%82%B5%E5%8B%99%E8%AD%89%E5%88%B8%E7%9A%84%E6%AC%8A%E5%88%A9) For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries participated in any arrangements granting directors or chief executives rights to subscribe for securities of the Company or its associated corporations - Neither the Company nor any of its subsidiaries participated in any arrangements granting directors or chief executives rights to subscribe for securities of the Company or its associated corporations[101](index=101&type=chunk) [Competing Interests of Directors and Controlling Shareholders](index=39&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%8E%A7%E8%82%A1%E8%82%A1%E6%9D%B1%E7%9A%84%E7%AB%B6%E7%88%AD%E6%AC%8A%E7%9B%8A) For the six months ended June 30, 2025, directors confirmed that no director, controlling shareholder, or their respective close associates held any business or interest that competes or may compete with the Group's business - Directors confirmed that no director, controlling shareholder, or their respective close associates held any business or interest that competes or may compete with the Group's business[102](index=102&type=chunk) [Corporate Governance Practices and Compliance Matters](index=39&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F%E5%8F%8A%E5%90%88%E8%A6%8F%E4%BA%8B%E5%AE%9C) The Company's corporate governance practices adhere to the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, with compliance maintained for the six months ended June 30, 2025, except for noted deviations - The Company's corporate governance practices are implemented in accordance with the **Corporate Governance Code** set out in Appendix C1 of the GEM Listing Rules[103](index=103&type=chunk) - The Company has complied with the code provisions of the Corporate Governance Code for the six months ended June 30, 2025, **save for the deviations noted below**[103](index=103&type=chunk) [Directors' Securities Transactions](index=40&type=section&id=%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93) The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the required standard for directors' securities transactions, and all directors confirmed compliance for the six months ended June 30, 2025 - The Company has adopted **Rules 5.48 to 5.67 of the GEM Listing Rules** as the required standard for directors' securities transactions[104](index=104&type=chunk) - All directors confirmed their compliance with the required standard for the six months ended June 30, 2025[104](index=104&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=40&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%9A%84%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[105](index=105&type=chunk) [Share Option Scheme](index=40&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The Company adopted a share option scheme on April 16, 2018, effective for 10 years from the listing date, to incentivize eligible participants, with no options granted, lapsed, exercised, or cancelled since adoption, and no outstanding options as of the report date - The Company adopted a share option scheme on **April 16, 2018**, to provide eligible participants with personal equity and incentives[106](index=106&type=chunk) - The share option scheme is effective for **10 years from the listing date**[106](index=106&type=chunk) - Since its adoption, no share options have been granted, lapsed, exercised, or cancelled, and there are **no outstanding share options** as of the date of this report[106](index=106&type=chunk) [Audit Committee and Review of Accounts](index=41&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83%E5%8F%8A%E8%B3%B4%E7%9B%AE%E5%AF%A9%E6%9F%A5) The Audit Committee, established on April 16, 2018, comprising three independent non-executive directors, is responsible for reviewing financial statements, overseeing financial reporting, internal controls, and risk management, and has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, deeming them compliant with applicable accounting standards and listing rules - The Audit Committee was established on **April 16, 2018**, comprising **Mr. Choi Man On (Chairman), Dr. Lau Tai Bay, and Professor Engineer Yeung Mang Cheung** (all independent non-executive directors)[107](index=107&type=chunk) - The Audit Committee's primary responsibilities include providing recommendations on the appointment of external auditors, reviewing financial statements, and overseeing financial reporting procedures, internal controls, risk management systems, and the audit process[107](index=107&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, and considers them to be in compliance with applicable accounting standards and listing rules[107](index=107&type=chunk) [Forward-Looking Statements](index=41&type=section&id=%E5%89%8D%E7%9E%BB%E6%80%A7%E9%99%B3%E8%BF%B0) This report contains forward-looking statements based on directors' current beliefs, assumptions, and expectations regarding the industry and market, which are subject to risks, uncertainties, and other factors beyond the Company's control, potentially causing actual results to differ materially from expectations - This report contains certain statements that are forward-looking or use certain forward-looking terminology[108](index=108&type=chunk) - Such forward-looking statements are subject to risks, uncertainties, and other factors beyond the Company's control, which may cause actual results or performance to differ materially from those expressed or implied in such forward-looking statements[108](index=108&type=chunk) [By Order of the Board](index=41&type=section&id=%E6%89%BF%E8%91%A3%E4%BA%8B%E6%9C%83%E5%91%BD) This report is issued by Mr. Chan Ting, Chairman and Executive Director of Ficus Technology Holdings Limited, on behalf of the Board on August 29, 2025 - This report is issued by **Mr. Chan Ting, Chairman and Executive Director of Ficus Technology Holdings Limited**, on **August 29, 2025**[109](index=109&type=chunk)[110](index=110&type=chunk)

[Corporate Information](index=6&type=section&id=Corporate%20Information) This chapter outlines Wintop Group (Holdings) Limited's fundamental corporate information, covering board members, authorized representatives, key committees, principal addresses, auditor, bankers, legal advisor, and share registrars [Board of Directors](index=6&type=section&id=BOARD%20OF%20DIRECTORS) The Board of Directors consists of one executive director and three independent non-executive directors - Executive Director: Ms. Liu Li[17](index=17&type=chunk)[18](index=18&type=chunk) - Independent Non-Executive Directors: Ms. Wong Tsz Ling, Mr. Li Kwok Lun, Mr. Lo Tak Wai[17](index=17&type=chunk)[18](index=18&type=chunk) [Authorized Representatives](index=6&type=section&id=AUTHORISED%20REPRESENTATIVES) The company's authorized representatives are Ms. Liu Li and Mr. Yu Yi - Authorized Representatives: Ms. Liu Li, Mr. Yu Yi[17](index=17&type=chunk)[18](index=18&type=chunk) [Company Secretary](index=6&type=section&id=COMPANY%20SECRETARY) The company secretary is Mr. Yu Yi - Company Secretary: Mr. Yu Yi[17](index=17&type=chunk)[18](index=18&type=chunk) [Audit Committee](index=6&type=section&id=AUDIT%20COMMITTEE) The Audit Committee comprises three independent non-executive directors, with Ms. Wong Tsz Ling as chairperson - Chairperson: Ms. Wong Tsz Ling[17](index=17&type=chunk)[18](index=18&type=chunk) - Members: Mr. Li Kwok Lun, Mr. Lo Tak Wai[17](index=17&type=chunk)[18](index=18&type=chunk) [Remuneration Committee](index=6&type=section&id=REMUNERATION%20COMMITTEE) The Remuneration Committee comprises three independent non-executive directors, with Ms. Wong Tsz Ling as chairperson - Chairperson: Ms. Wong Tsz Ling[17](index=17&type=chunk)[18](index=18&type=chunk) - Members: Mr. Li Kwok Lun, Mr. Lo Tak Wai[17](index=17&type=chunk)[18](index=18&type=chunk) [Nomination Committee](index=6&type=section&id=NOMINATION%20COMMITTEE) The Nomination Committee comprises three independent non-executive directors, with Ms. Wong Tsz Ling as chairperson - Chairperson: Ms. Wong Tsz Ling[17](index=17&type=chunk)[18](index=18&type=chunk) - Members: Mr. Li Kwok Lun, Mr. Lo Tak Wai[17](index=17&type=chunk)[18](index=18&type=chunk) [Corporate Governance and Risk Management Committee](index=6&type=section&id=CORPORATE%20GOVERNANCE%20AND%20RISK%20MANAGEMENT%20COMMITTEE) The Corporate Governance and Risk Management Committee comprises three independent non-executive directors, with Ms. Wong Tsz Ling as chairperson - Chairperson: Ms. Wong Tsz Ling[17](index=17&type=chunk)[18](index=18&type=chunk) - Members: Mr. Li Kwok Lun, Mr. Lo Tak Wai[17](index=17&type=chunk)[18](index=18&type=chunk) [Head Office and Principal Place of Business](index=7&type=section&id=HEAD%20OFFICE%20AND%20PRINCIPAL%20PLACE%20OF%20BUSINESS) The company's head office and principal place of business is located at Room 913, 9/F, Chinachem Plaza, 77 Mody Road, Tsimshatsui East, Kowloon, Hong Kong - Address: Room 913, 9/F, Chinachem Plaza, 77 Mody Road, Tsimshatsui East, Kowloon, Hong Kong[19](index=19&type=chunk)[20](index=20&type=chunk) [Auditor](index=7&type=section&id=AUDITOR) The company's auditor is High Praise CPA Limited - Auditor: High Praise CPA Limited[19](index=19&type=chunk)[20](index=20&type=chunk) [Principal Bankers](index=7&type=section&id=PRINCIPAL%20BANKERS) The company's principal bankers include Bank of Communications Co, Ltd and The Hongkong and Shanghai Banking Corporation Limited - Principal Bankers: Bank of Communications Co, Ltd, The Hongkong and Shanghai Banking Corporation Limited[19](index=19&type=chunk)[20](index=20&type=chunk) [Legal Advisor](index=7&type=section&id=LEGAL%20ADVISOR) The company's legal advisor is Y.T. Hui, C.W. Kan & Co, located at Unit A1, 11/F, Hyde Centre, 18 Luard Road, Wanchai, Hong Kong - Legal Advisor: Y.T. Hui, C.W. Kan & Co[19](index=19&type=chunk)[20](index=20&type=chunk) - Address: Unit A1, 11/F, Hyde Centre, 18 Luard Road, Wanchai, Hong Kong[19](index=19&type=chunk)[20](index=20&type=chunk) [Registered Office](index=7&type=section&id=REGISTERED%20OFFICE) The company's registered office is located at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands - Address: Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands[19](index=19&type=chunk)[20](index=20&type=chunk) [Company Website](index=7&type=section&id=COMPANY%20WEBSITE) The company's website is http://www.wintogroup.hk - Company Website: http://www.wintogroup.hk[20](index=20&type=chunk) [Principal Share Registrar and Transfer Office](index=7&type=section&id=PRINCIPAL%20SHARE%20REGISTRAR%20AND%20TRANSFER%20OFFICE) The company's principal share registrar and transfer office is Conyers Trust Company (Cayman) Limited - Principal Share Registrar and Transfer Office: Conyers Trust Company (Cayman) Limited[20](index=20&type=chunk) - Address: Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands[20](index=20&type=chunk) [Hong Kong Branch Share Registrar and Transfer Office](index=8&type=section&id=HONG%20KONG%20BRANCH%20SHARE%20REGISTRAR%20AND%20TRANSFER%20OFFICE) The company's Hong Kong branch share registrar and transfer office is Tricor Investor Services Limited - Hong Kong Branch Share Registrar and Transfer Office: Tricor Investor Services Limited[21](index=21&type=chunk) - Address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong[21](index=21&type=chunk) [GEM Stock Code](index=8&type=section&id=GEM%20STOCK%20CODE) The company's GEM stock code is 8238 - GEM Stock Code: 8238[21](index=21&type=chunk) [Interim Results](index=9&type=section&id=Interim%20Results) This chapter presents Wintop Group's unaudited condensed consolidated financial information for the six months ended June 30, 2025, including statements of profit or loss, financial position, changes in equity, and cash flows, with comparative data and detailed notes [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=9&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 experienced significant revenue growth, but increased cost of sales and operating expenses led to an expanded loss attributable to owners of the Company Statement of Profit or Loss and Other Comprehensive Income for the Six Months Ended June 30, 2025 | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Revenue | 11,824 | 7,672 | 4,152 | 54.12% | | Cost of Sales | (5,252) | (2,148) | (3,104) | 144.51% | | Gross Profit/(Loss) | 6,572 | 5,523 | 1,049 | 19.00% | | Other Income | 31 | 48 | (17) | -35.42% | | Operating Expenses | (6,373) | (5,422) | (951) | 17.54% | | Finance Costs | (638) | (556) | (82) | 14.75% | | Profit/(Loss) Before Taxation | (408) | (406) | (2) | 0.49% | | Income Tax Expense | – | – | – | 0.00% | | Profit/(Loss) and Total Comprehensive Income/(Expense) for the Period | (408) | (406) | (2) | 0.49% | | Profit/(Loss) Attributable to Owners of the Company | (316) | (112) | (204) | 182.14% | | Profit/(Loss) Attributable to Non-controlling Interests | (92) | (294) | 202 | -68.71% | | Basic and Diluted Profit/(Loss) Per Share (HK cents) | (0.36) | (0.18) | (0.18) | 100.00% | [Condensed Consolidated Statement of Financial Position](index=11&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's current assets slightly increased, but a rise in current liabilities led to a further expansion of net current liabilities and total equity deficiency Condensed Consolidated Statement of Financial Position as at June 30, 2025 | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change (HK$'000) | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | **Non-current Assets** | | | | | | Plant and Equipment | 638 | 779 | (141) | -18.10% | | Intangible Assets | 330 | 330 | 0 | 0.00% | | **Current Assets** | | | | | | Inventories | 4,544 | 1,004 | 3,540 | 352.59% | | Trade and Other Receivables and Deposits | 16,793 | 15,374 | 1,419 | 9.23% | | Amount Due from a Shareholder | 1,379 | 1,379 | 0 | 0.00% | | Amount Due from a Non-controlling Shareholder of a Subsidiary | 30 | 30 | 0 | 0.00% | | Bank Balances and Cash | 5,027 | 9,590 | (4,563) | -47.58% | | **Current Liabilities** | | | | | | Trade and Other Payables | 22,731 | 26,660 | (3,929) | -14.74% | | Provisions | 37,489 | 37,489 | 0 | 0.00% | | Contract Liabilities | 1 | 1 | 0 | 0.00% | | Other Borrowings | 7,300 | 2,800 | 4,500 | 160.71% | | Amount Due to a Director of a Subsidiary | 357 | 265 | 92 | 34.72% | | **Net (Liabilities)/Assets** | (39,137) | (38,729) | (408) | 1.05% | | **Total Equity** | (39,137) | (38,729) | (408) | 1.05% | [Unaudited Condensed Consolidated Statement of Changes in Equity](index=13&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, the Group's accumulated losses and losses attributable to non-controlling interests both increased, leading to a further expansion of the total capital deficiency attributable to owners of the Company Statement of Changes in Equity for the Six Months Ended June 30, 2025 | Indicator | As at January 1, 2025 (HK$'000) | Total Comprehensive Expense for the Period (HK$'000) | As at June 30, 2025 (HK$'000) | | :--- | :--- | :--- | :--- | | Share Capital | 17,419 | – | 17,419 | | Share Premium | 118,803 | – | 118,803 | | Statutory Reserve | 49 | – | 49 | | Capital Reserve | 7,591 | – | 7,591 | | Accumulated Losses | (180,010) | (316) | (180,326) | | Subtotal (Attributable to Owners of the Company) | (36,148) | (316) | (36,464) | | Non-controlling Interests | (2,581) | (92) | (2,673) | | Total | (38,729) | (408) | (39,137) | [Unaudited Condensed Consolidated Statement of Cash Flows](index=14&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, the Group generated net cash outflow from operating activities, and despite inflows from financing activities, total cash and cash equivalents saw a net decrease Statement of Cash Flows for the Six Months Ended June 30, 2025 | Activity | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (9,063) | 3,016 | (12,079) | | Net Cash Used in Investing Activities | – | – | – | | Net Cash From Financing Activities | 4,500 | 4,859 | (359) | | Net Increase/(Decrease) in Cash and Cash Equivalents | (4,563) | 7,875 | (12,438) | | Cash and Cash Equivalents at January 1 | 9,590 | 3,552 | 6,038 | | Cash and Cash Equivalents at June 30 | 5,027 | 11,427 | (6,400) | [Notes to the Unaudited Condensed Consolidated Financial Information](index=15&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Information) This section provides detailed notes to the unaudited condensed consolidated financial information, covering general company information, accounting policies, revenue analysis by segment, profit/loss before taxation, income tax, dividends, earnings per share, aging analysis of receivables and payables, and share capital structure [1. General Information and Basis of Preparation](index=15&type=section&id=1.%20GENERAL%20INFORMATION%20AND%20BASIS%20OF%20PREPARATION) This note describes the company's registration details, listing date, presentation currency, and the accounting standards used for financial statement preparation - The Company was incorporated in the Cayman Islands on December 7, 2012, and listed on GEM on February 16, 2015[32](index=32&type=chunk)[36](index=36&type=chunk) - Financial results are presented in Hong Kong Dollars and prepared in accordance with Hong Kong Financial Reporting Standards (HKFRSs) issued by the Hong Kong Institute of Certified Public Accountants and the GEM Listing Rules[33](index=33&type=chunk)[34](index=34&type=chunk)[36](index=36&type=chunk) [2. Significant Accounting Policies](index=15&type=section&id=2.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the newly adopted and revised HKFRSs by the Group, confirming no material impact on current or prior period results and financial position - The Group has initially adopted the following new and revised HKFRSs: Amendments to HKFRS 16, Amendments to HKAS 1 (two items), Amendments to HKAS 7 and HKFRS 7[38](index=38&type=chunk)[39](index=39&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) - The adoption of new standards had no significant impact on the results and financial position for the current and prior accounting periods[39](index=39&type=chunk)[42](index=42&type=chunk) [3. Revenue](index=17&type=section&id=3.%20REVENUE) This note provides an analysis of the Group's revenue from continuing operations, indicating that sales of luxury goods and publication and advertising income are the main growth drivers Revenue Analysis from Continuing Operations | Business Segment | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Sales of luxury goods | 3,140 | 420 | 2,720 | 647.62% | | Publication and advertising income | 8,218 | 6,112 | 2,106 | 34.46% | | Outdoor advertising income | 242 | 738 | (496) | -67.21% | | Provision of exhibition and trade fair and related services | – | – | – | 0.00% | | Sales of fast-moving consumer goods | 224 | 402 | (178) | -44.28% | | **Total Revenue** | **11,824** | **7,672** | **4,152** | **54.12%** | [4. Profit/(Loss) Before Taxation](index=18&type=section&id=4.%20PROFIT%2F(LOSS)%20BEFORE%20TAXATION) This note lists the main expenses affecting profit/loss before taxation, including depreciation of plant and equipment, operating lease expenses for office properties, and interest on other borrowings Composition of Profit/(Loss) Before Taxation | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Depreciation of plant and equipment | 141 | 123 | 18 | 14.63% | | Operating lease expenses for office properties | 522 | 528 | (6) | -1.14% | | Interest on loan from a major shareholder | – | 16 | (16) | -100.00% | | Interest on other borrowings | 638 | 540 | 98 | 18.15% | [5. Income Tax Expenses](index=19&type=section&id=5.%20INCOME%20TAX%20EXPENSES) This note explains the Group's income tax policies in Hong Kong and Macau, noting that the Hong Kong two-tiered profits tax system has no impact due to the absence of assessable profits in Hong Kong - Hong Kong Profits Tax: Eligible group entities are taxed at 8.25% on the first **HK$2,000,000** of profits and 16.5% on the remainder; the Group has no assessable profits in Hong Kong, thus no impact[49](index=49&type=chunk)[51](index=51&type=chunk) - Macau Complementary Income Tax: Calculated at 12% on the estimated assessable profits for the year[50](index=50&type=chunk)[52](index=52&type=chunk) [6. Dividend](index=20&type=section&id=6.%20DIVIDEND) This note confirms that no dividends were paid or proposed for the six months ended June 30, 2025 - No dividends were paid or proposed for the six months ended June 30, 2025 (2024: nil)[54](index=54&type=chunk)[55](index=55&type=chunk) [7. Profit/(Loss) Per Share](index=20&type=section&id=7.%20PROFIT%2F(LOSS)%20PER%20SHARE) This note details the calculation of basic and diluted loss per share and explains why share options were not assumed to be converted in the diluted calculation Profit/(Loss) Per Share Calculation | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Profit/(Loss) for the period attributable to owners of the Company | (316) | (112) | | Weighted average number of ordinary shares for basic profit/(loss) per share calculation | 87,091,200 | 62,413,081 | | Basic and diluted (loss)/profit per share (HK cents) | (0.36) | (0.18) | - The calculation of diluted profit or loss per share did not assume the conversion of the Company's outstanding share options, as their exercise would result in a reduction in loss per share from continuing operations[57](index=57&type=chunk)[59](index=59&type=chunk) [8. Trade and Other Receivables](index=21&type=section&id=8.%20TRADE%20AND%20OTHER%20RECEIVABLES) This note outlines the Group's credit policy and provides an aging analysis of trade receivables, showing a significant portion of receivables outstanding for over 365 days - The credit period granted to each of the Group's customers is determined by the sales team and subject to review and approval by management based on the customer's payment record, transaction volume, and length of business relationship[60](index=60&type=chunk)[61](index=61&type=chunk) Aging Analysis of Trade Receivables (by overdue days) | Overdue Days | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 1 to 30 days | 4,030 | 849 | | 31 to 90 days | 273 | 468 | | 91 to 365 days | 98 | 3,455 | | Over 365 days | 37,193 | 35,403 | | **Total** | **41,594** | **40,175** | [9. Trade Payables](index=22&type=section&id=9.%20TRADE%20PAYABLES) This note provides an aging analysis of trade payables, indicating that most payables are aged over 90 days Aging Analysis of Trade Payables (by invoice date) | Invoice Date | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 0 to 60 days | 157 | – | | 61 to 90 days | 1,361 | – | | Over 90 days | 7,904 | 10,957 | | **Total** | **9,422** | **10,957** | [10. Share Capital](index=23&type=section&id=10.%20SHARE%20CAPITAL) This note details the company's authorized and issued share capital, which remained unchanged as of June 30, 2025, compared to December 31, 2024 Share Capital Structure | Class | Number of Shares as at June 30, 2025 | Share Capital as at June 30, 2025 (HK$'000) | Number of Shares as at December 31, 2024 | Share Capital as at December 31, 2024 (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Authorized ordinary shares | 500,000,000 | 100,000 | 500,000,000 | 100,000 | | Issued and fully paid ordinary shares | 87,091,200 | 17,418 | 87,091,200 | 17,418 | [Management Discussion and Analysis](index=24&type=section&id=Management%20Discussion%20and%20Analysis) This chapter reviews Wintop Group's business performance and financial position for the six months ended June 30, 2025, analyzing changes in revenue, costs, expenses, and net loss, along with the use of placing proceeds, liquidity, capital structure, risk management, and employee remuneration policies [Business Review and Prospects](index=24&type=section&id=BUSINESS%20REVIEW%20AND%20PROSPECTS) The Group primarily engages in exhibition and trade fair services, publication and advertising, online sales of beauty and cosmetic products, and luxury goods sales, while closely monitoring economic uncertainties to pursue stable development and shareholder returns - Principal businesses include: (i) exhibition and trade fair business and related services; (ii) publication and advertising business (including print and online media advertising, sales of publications, advertising and related production services, and outdoor advertising); (iii) online sales of beauty and cosmetic products; and (iv) sales of luxury goods[69](index=69&type=chunk)[73](index=73&type=chunk) - The Group will closely monitor uncertainties in the economic environment, formulate strategies to pursue stable development, and strive to deliver substantial returns to shareholders[70](index=70&type=chunk)[73](index=73&type=chunk) [Financial Review](index=24&type=section&id=FINANCIAL%20REVIEW) This section analyzes the Group's financial performance for the six months ended June 30, 2025, including changes in revenue, cost of sales, gross profit, operating expenses, finance costs, and profit/loss attributable to owners of the Company, along with their key drivers [Revenue](index=24&type=section&id=Revenue) Total revenue increased by **54.12%** year-on-year, primarily driven by increased sales of luxury goods and publication and advertising income - Total revenue increased by approximately **HK$4,152,000** from approximately **HK$7,672,000** in the corresponding period of 2024 to approximately **HK$11,824,000** in the corresponding period of 2025[71](index=71&type=chunk)[74](index=74&type=chunk) - Primarily due to increased sales of luxury goods and publication and advertising income[71](index=71&type=chunk)[74](index=74&type=chunk) [Cost of Sales](index=24&type=section&id=Cost%20of%20Sales) Cost of sales significantly increased by **144.51%** year-on-year, consistent with the rise in revenue from luxury goods sales - Cost of sales increased from approximately **HK$2,148,000** in the corresponding period of 2024 to approximately **HK$5,252,000** in the corresponding period of 2025[72](index=72&type=chunk)[75](index=75&type=chunk) - This increase is consistent with the increase in revenue from luxury goods sales[72](index=72&type=chunk)[75](index=75&type=chunk) [Gross Profit](index=25&type=section&id=Gross%20Profit) Gross profit shifted from a gross loss in the corresponding period of 2024 to a gross profit in 2025, mainly driven by increased publication and advertising income - Gross profit increased from a gross loss of approximately **HK$2,148,000** in the corresponding period of 2024 to a gross profit of approximately **HK$5,242,000** in the corresponding period of 2025[76](index=76&type=chunk)[80](index=80&type=chunk) - The increase in gross profit was primarily due to increased publication revenue and advertising income[76](index=76&type=chunk)[80](index=80&type=chunk) [Operating Expenses](index=25&type=section&id=Operating%20Expenses) Operating expenses increased by approximately **18%** year-on-year, primarily due to higher staff costs - Operating expenses increased by approximately **18%** from approximately **HK$5,422,000** in the corresponding period of 2024 to approximately **HK$6,373,000** in the corresponding period of 2025[77](index=77&type=chunk)[81](index=81&type=chunk) - Primarily due to increased staff costs[77](index=77&type=chunk)[81](index=81&type=chunk) [Finance Costs](index=25&type=section&id=Finance%20Costs) For the six months ended June 30, 2025, the Group's finance costs were approximately **HK$638,000**, mainly comprising interest on other borrowings - Finance costs for the six months ended June 30, 2025, were approximately **HK$638,000**[78](index=78&type=chunk)[82](index=82&type=chunk) - Mainly comprising interest payable on other borrowings[78](index=78&type=chunk)[82](index=82&type=chunk) [Profit/(Loss) Attributable to Owners of the Company](index=25&type=section&id=Profit%2F(Loss)%20Attributable%20to%20Owners%20of%20the%20Company) For the six months ended June 30, 2025, the loss attributable to owners of the Company expanded to approximately **HK$316,000** - For the six months ended June 30, 2025, the Group recorded a loss attributable to owners of the Company of approximately **HK$316,000**[79](index=79&type=chunk)[83](index=83&type=chunk) - This represents an expanded loss compared to approximately **HK$112,000** in the corresponding period of 2024[79](index=79&type=chunk)[83](index=83&type=chunk) [Use of Proceeds from Placing](index=26&type=section&id=Use%20of%20Proceed%20from%20Placing) This section details the actual use of net proceeds of approximately **HK$3.94 million** from the second placing in 2024, primarily for current business operations, development, and general working capital, all of which have been fully utilized - The second placing in 2024 was completed on December 3, 2024, involving the placement of **124,416,000** new shares at a placing price of **HK$0.035** to not less than six placees[84](index=84&type=chunk)[87](index=87&type=chunk) - The net proceeds of approximately **HK$3.94 million** were used for current business operations, development, and general working capital expenditures[85](index=85&type=chunk)[87](index=87&type=chunk) - As of June 30, 2025, the net proceeds have been fully utilized, with no significant changes to the intended use[86](index=86&type=chunk)[88](index=88&type=chunk)[90](index=90&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=27&type=section&id=Liquidity,%20Financial%20Resources%20and%20Capital%20Structure) This section analyzes the Group's liquidity, showing a decrease in the current ratio and bank balances and cash, but maintaining a stable capital structure with no bank loans - As at June 30, 2025, the Group's current ratio was approximately **0.4 times** (December 31, 2024: approximately **0.6 times**)[91](index=91&type=chunk)[96](index=96&type=chunk) - For the six months ended June 30, 2025, there was no change in the Group's capital structure, with share capital comprising only ordinary shares[91](index=91&type=chunk)[96](index=96&type=chunk) - As at June 30, 2025, the Group's bank balances and cash were approximately **HK$5,027,000** (December 31, 2024: approximately **HK$9,590,000**)[92](index=92&type=chunk)[96](index=96&type=chunk) - As at June 30, 2025, the Group had no bank loans (December 31, 2024: nil)[92](index=92&type=chunk)[97](index=97&type=chunk) [Gearing Ratio](index=27&type=section&id=Gearing%20Ratio) As of June 30, 2025, the Group's gearing ratio was **19%**, a decrease from **31%** as of December 31, 2024 - As at June 30, 2025, the Group's gearing ratio (calculated as total borrowings divided by shareholders' funds) was approximately **19%** (December 31, 2024: approximately **31%**)[93](index=93&type=chunk)[98](index=98&type=chunk) [Significant Investments Held](index=27&type=section&id=Significant%20Investments%20Held) For the six months ended June 30, 2025, the Group held no significant investments - For the six months ended June 30, 2025, the Group held no significant investments[94](index=94&type=chunk)[99](index=99&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=28&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries,%20Associates%20and%20Joint%20Ventures) For the six months ended June 30, 2025, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures - The Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures for the six months ended June 30, 2025[100](index=100&type=chunk)[105](index=105&type=chunk) [Pledge of Assets](index=28&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, the Group had no significant pledge of assets - As at June 30, 2025, the Group had no significant pledge of assets[101](index=101&type=chunk)[105](index=105&type=chunk) [Contingent Liabilities](index=28&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As at June 30, 2025, the Group had no significant contingent liabilities[102](index=102&type=chunk)[105](index=105&type=chunk) [Capital Commitments](index=28&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no significant capital commitments - As at June 30, 2025, the Group had no significant capital commitments[103](index=103&type=chunk)[105](index=105&type=chunk) [Future Plans for Material Investments and Capital Assets](index=28&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) The Group currently has no other plans for material investments and capital assets beyond those disclosed in this interim report - Other than those disclosed in this interim report, the Group has no other plans for material investments and capital assets[104](index=104&type=chunk)[106](index=106&type=chunk) [Employees and Remuneration Policies](index=29&type=section&id=Employees%20and%20Remuneration%20Policies) This section details the Group's employee headcount and staff costs, outlining its competitive remuneration, annual performance reviews, bonuses, training, and share option scheme aimed at attracting and retaining talent - As at June 30, 2025, the Group had approximately **11** employees (excluding directors) (December 31, 2024: approximately **12** employees)[108](index=108&type=chunk)[110](index=110&type=chunk) - For the period ended June 30, 2025, staff costs (including directors' emoluments, allowances, and bonuses) totaled approximately **HK$1,363,000** (June 30, 2024: approximately **HK$1,124,000**)[108](index=108&type=chunk)[110](index=110&type=chunk) - The Group offers competitive remuneration packages, conducts annual employee performance reviews, and provides training or seminars related to the publishing business, as well as share options[109](index=109&type=chunk)[110](index=110&type=chunk) [Other Information](index=30&type=section&id=Other%20Information) This chapter covers Wintop Group's other important information, including interim dividend policy, risk management strategies, disclosure of directors' and substantial shareholders' interests, share option scheme status, listed securities transactions, changes in directors' information, code of conduct for directors' securities transactions, competing business interests, corporate governance practices, post-reporting period events, and the audit committee's review of financial statements [Interim Dividend](index=30&type=section&id=INTERIM%20DIVIDEND) The Board recommends not paying an interim dividend for the six months ended June 30, 2025, to conserve cash for working capital and future development - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)[111](index=111&type=chunk)[115](index=115&type=chunk) - This aims to retain more cash to fund the Group's working capital requirements and future development[111](index=111&type=chunk)[115](index=115&type=chunk) [Risk Management](index=30&type=section&id=RISK%20MANAGEMENT) This section outlines the Group's strategies for managing currency, interest rate, credit, and liquidity risks, aiming to identify, assess, and mitigate potential financial exposures [Currency Risk](index=30&type=section&id=Currency%20Risk) The Group's monetary assets and liabilities are primarily denominated in HKD and MOP, and it does not anticipate significant currency risk - The vast majority of the Group's monetary assets and liabilities are denominated in Hong Kong Dollars and Macau Patacas, which are the functional currencies of the respective group entities[112](index=112&type=chunk)[116](index=116&type=chunk) - The Group does not anticipate any significant currency risk that could materially impact its operating results[112](index=112&type=chunk)[116](index=116&type=chunk) [Interest Rate Risk](index=30&type=section&id=Interest%20Rate%20Risk) The Group faces fair value interest rate risk related to fixed-rate other borrowings but does not expect a significant impact on operating results - During the period, the Group was exposed to fair value interest rate risk related to fixed-rate other borrowings[113](index=113&type=chunk)[117](index=117&type=chunk) - The Group does not anticipate any significant interest rate risk that would severely impact its operating results[113](index=113&type=chunk)[117](index=117&type=chunk) [Credit Risk](index=30&type=section&id=Credit%20Risk) The Group manages credit risk by transacting with reputable counterparties, continuously monitoring credit exposure, and regularly assessing customer financial standing, with limited credit risk from bank balances - The Group has adopted a policy of transacting only with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults[114](index=114&type=chunk)[118](index=118&type=chunk) - Management has established credit policies and continuously monitors these credit risks, regularly conducting credit assessments of the financial position and circumstances of key customers[119](index=119&type=chunk)[122](index=122&type=chunk) - Credit risk from bank balances is limited as counterparties are banks with high credit ratings from international credit rating agencies[120](index=120&type=chunk)[123](index=123&type=chunk) [Liquidity Risk](index=31&type=section&id=Liquidity%20Risk) The Group regularly monitors liquidity requirements and compliance with loan covenants, ensuring sufficient cash and committed facilities to meet short-term and long-term liquidity needs - The Group's policy is to regularly monitor current and anticipated liquidity requirements and compliance with loan covenants[121](index=121&type=chunk)[124](index=124&type=chunk) - Ensuring it maintains sufficient cash and adequate committed facilities from major financial institutions to meet its short-term and longer-term liquidity needs[121](index=121&type=chunk)[124](index=124&type=chunk) [Directors' and Chief Executives' Interests and/or Short Positions in Shares, Underlying Shares and Debentures of the Company or Any Associated Corporations](index=32&type=section&id=DIRECTORS%20AND%20CHIEF%20EXECUTIVES'%20INTERESTS%20AND%2FOR%20SHORT%20POSITIONS%20IN%20SHARES,%20UNDERLYING%20SHARES%20AND%20DEBENTURES%20OF%20THE%20COMPANY%20OR%20ANY%20ASSOCIATED%20CORPORATIONS) This section discloses directors' and chief executives' interests in the company's shares as of June 30, 2025, with Mr. Lu Man Wah holding **0.04%** equity Directors' Interests in the Company's Shares | Name of Director | Capacity | Interests in Shares (L) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lu Man Wah | Interest in controlled corporation | 343,300 | 0.04% | [Substantial Shareholders' and Other Persons' Interests and/or Short Positions in Shares and Underlying Shares of the Company](index=34&type=section&id=SUBSTANTIAL%20SHAREHOLDERS'%20AND%20OTHER%20PERSONS'%20INTERESTS%20AND%2FOR%20SHORT%20POSITIONS%20IN%20SHARES%20AND%20UNDERLYING%20SHARES%20OF%20THE%20COMPANY) This section discloses substantial shareholders' and other persons' interests in the company's shares as of June 30, 2025, with Muhammad Shaifadila Binti holding **4.52%** equity Substantial Shareholders' Interests in the Company's Shares | Name of Shareholder | Capacity | Number of Shares or Underlying Shares (L) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Muhammad Shaifadila Binti | Beneficial owner | 39,376,000 | 4.52% | [Share Option Scheme](index=35&type=section&id=SHARE%20OPTION%20SCHEME) The Group's share option scheme, adopted on February 16, 2015, expired on February 16, 2025 - The Group adopted a share option scheme on February 16, 2015[135](index=135&type=chunk)[139](index=139&type=chunk) - The share option scheme expired on February 16, 2025[135](index=135&type=chunk)[139](index=139&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=35&type=section&id=PURCHASE,%20SALE%20OR%20REDEMPTION%20OF%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[136](index=136&type=chunk)[140](index=140&type=chunk) [Changes of Directors' Information Under Rule 17.50A(1) of the GEM Listing Rules](index=35&type=section&id=CHANGES%20OF%20DIRECTORS'%20INFORMATION%20UNDER%20RULE%2017.50A(1)%20OF%20THE%20GEM%20LISTING%20RULES) As of June 30, 2025, the company was unaware of any changes in directors' information requiring disclosure under Rule 17.50A(1) of the GEM Listing Rules - As at June 30, 2025, to the best of the Company's knowledge, there were no changes in directors' information requiring disclosure under Rule 17.50A(1) of the GEM Listing Rules[137](index=137&type=chunk)[141](index=141&type=chunk) [Code of Conduct for Directors' Securities Transactions](index=36&type=section&id=CODE%20OF%20CONDUCT%20FOR%20DIRECTORS'%20SECURITIES%20TRANSACTIONS) The company has adopted a code of conduct for directors' securities transactions, and all directors confirmed compliance during the reporting period - The Company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[143](index=143&type=chunk)[145](index=145&type=chunk) - Following specific enquiries, all directors confirmed compliance with the required standard of dealings and their code of conduct for securities transactions for the six months ended June 30, 2025[143](index=143&type=chunk)[145](index=145&type=chunk) [Directors' and Controlling Shareholders' Interests in Competing Business](index=36&type=section&id=DIRECTORS%20AND%20CONTROLLING%20SHAREHOLDERS'%20INTERESTS%20IN%20COMPETING%20BUSINESS) For the six months ended June 30, 2025, the directors were unaware of any directors, controlling shareholders, or their associates having interests in businesses competing with the Group - For the six months ended June 30, 2025, the directors were unaware of any directors, controlling shareholders of the Company, and their respective associates (as defined in the GEM Listing Rules) having any business or interest that competes or may compete with the Group's business, nor were they aware of any other conflicts of interest between such persons and the Group[144](index=144&type=chunk)[146](index=146&type=chunk) [Corporate Governance](index=37&type=section&id=CORPORATE%20GOVERNANCE) The company is committed to maintaining high corporate governance standards and complies with the Corporate Governance Code, with decisions made by the executive director under Board oversight to ensure efficient operations, despite the unseparated roles of chairman and chief executive - The Company is committed to adhering to high standards of corporate governance practices and has complied with the Corporate Governance Code throughout the reporting period, except for Code Provision A.2.1[147](index=147&type=chunk)[150](index=150&type=chunk) - The Company currently has no chief executive officer; decisions are made by the executive director and overseen by other Board members, an arrangement that enables immediate decision-making and implementation[148](index=148&type=chunk)[150](index=150&type=chunk) - The Company will continue to review its corporate governance practices to enhance its corporate governance standards, comply with regulatory requirements, and meet the increasing expectations of shareholders and investors[149](index=149&type=chunk)[151](index=151&type=chunk) [Event After the Reporting Period](index=38&type=section&id=EVENT%20AFTER%20THE%20REPORTING%20PERIOD) As of the report date, the directors were unaware of any significant events after the reporting period that would materially impact the Group's business or financial performance - Subsequent to the reporting period and up to the date of this report, the directors were unaware of any significant events related to the Group's business or financial performance[153](index=153&type=chunk)[156](index=156&type=chunk) [Audit Committee and Review of Financial Statements](index=38&type=section&id=AUDIT%20COMMITTEE%20AND%20REVIEW%20OF%20FINANCIAL%20STATEMENTS) The Audit Committee, established under GEM Listing Rules and composed of independent non-executive directors, has reviewed this interim report and the unaudited condensed consolidated financial results, submitting them to the Board for approval - The Audit Committee was established in accordance with the GEM Listing Rules, comprising Ms. Wong Tsz Ling (Chairperson), Mr. Li Kwok Lun, and Mr. Lo Tak Wai (all independent non-executive directors)[154](index=154&type=chunk)[157](index=157&type=chunk) - The Audit Committee has reviewed this interim report with management, including the Group's unaudited condensed consolidated financial results for the six months ended June 30, 2025, and submitted them to the Board for approval[155](index=155&type=chunk)[157](index=157&type=chunk) - The Group's condensed consolidated financial results for the six months ended June 30, 2025, have not been audited by the Company's auditor[157](index=157&type=chunk)