[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)

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）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倚賴該等內容而引致的任何損失承擔任何責任。 JISHENG GROUP HOLDINGS LIMITED 吉盛集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8133） 吉盛集團控股有限公司 主席 胡蘭英 香港，二零二五年八月二十九日 於本公告日期，執行董事為胡蘭英女士、李奇智先生及楊越勇先生；而獨立非執行董事 則為梁淑蘭女士、袁慧敏女士及區瑞強先生。 截至二零二五年六月三十日止六個月的 中期業績公告 本公告乃根據GEM上市規則提供有關本公司的資料，董事願就本公告共同及個別承擔全 部責任。董事在作出一切合理查詢後確認，就彼等所深知及確信，本公告所載資料在所 有重大方面均屬真實及完整，並無誤導或欺詐成份，且並無遺漏任何其他事項，致使當 中所載任何陳述或本公告有所誤導。 本公告將自其刊登日期起計最少一連七天刊載於聯交所網站www.hkexnews.hk的「最新上 市公司公告」一頁及本公司網站www.jishenggrou ...

[Financial Highlights](index=1&type=section&id=%E8%B2%A1%E5%8B%99%E6%A6%82%E8%A6%81) The company experienced a significant decline in revenue and gross profit for the six months ended June 30, 2025, resulting in a net loss attributable to owners [Key Financial Indicators](index=1&type=section&id=%E5%85%B3%E9%94%AE%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) For the six months ended June 30, 2025, Honliv Healthcare Management Group Co., Ltd.'s revenue decreased by 16.5% year-on-year to **RMB 346,820 thousand**, gross profit decreased by 36.1% to **RMB 45,801 thousand**. Profit attributable to owners of the Company turned from a profit of **RMB 20,042 thousand** in the same period last year to a loss of **RMB 673 thousand**, with basic and diluted loss per share of **RMB (0.00)** Financial Summary for the Six Months Ended June 30, 2025 | Indicator | 2025 (thousand RMB) | 2024 (thousand RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 346,820 | 415,178 | (16.5) | | Gross Profit | 45,801 | 71,621 | (36.1) | | Loss/(Profit) attributable to owners of the Company | (673) | 20,042 | (103.4) | | Basic and Diluted Loss/(Earnings) Per Share (RMB) | (0.00)* | 0.04 | (103.3) | *Amount less than RMB 0.01 [Performance](index=2&type=section&id=%E6%A5%AD%E7%B8%BE) The Group's financial performance for the six months ended June 30, 2025, saw a significant decline in revenue and gross profit, leading to a net loss attributable to owners of the Company [Interim Condensed Consolidated Statement of Comprehensive Income](index=2&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the Group's revenue decreased by 16.5% year-on-year to **RMB 346,820 thousand**, cost of sales decreased by 12.4% to **RMB 301,019 thousand**, leading to a significant 36.1% year-on-year decrease in gross profit to **RMB 45,801 thousand**. Operating profit substantially declined from **RMB 31,833 thousand** in the prior year to **RMB 3,489 thousand**. Total loss for the period was **RMB 676 thousand**, compared to a profit of **RMB 20,263 thousand** in the same period last year Key Data from Interim Condensed Consolidated Statement of Comprehensive Income | Indicator | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Revenue | 346,820 | 415,178 | | Cost of Sales | (301,019) | (343,557) | | Gross Profit | 45,801 | 71,621 | | Administrative Expenses | (41,914) | (38,689) | | Operating Profit | 3,489 | 31,833 | | Finance Costs — Net | (4,198) | (3,746) | | Loss/(Profit) Before Income Tax | (709) | 28,087 | | Income Tax Credit/(Expense) | 33 | (7,824) | | Loss/(Profit) for the Period and Total Comprehensive Loss/(Income) for the Period | (676) | 20,263 | [Loss/(Profit) Attributable to Owners of the Company and Loss/(Earnings) Per Share](index=4&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%EF%BC%88%E8%99%A7%E6%90%8D%EF%BC%89%E2%88%95%E5%88%A9%E6%BD%A4%E5%8F%8A%E6%AF%8F%E8%82%A1%EF%BC%88%E8%99%A7%E6%90%8D%EF%BC%89%E2%88%95%E7%9B%88%E5%88%A9) For the six months ended June 30, 2025, the loss attributable to owners of the Company was **RMB 673 thousand**, compared to a profit of **RMB 20,042 thousand** in the same period last year. Basic and diluted loss per share was **RMB (0.00)**, compared to earnings of **RMB 0.04** in the prior year Loss/(Profit) Attributable to Owners of the Company and Loss/(Earnings) Per Share | Indicator | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Loss/(Profit) attributable to owners of the Company | (673) | 20,042 | | Non-controlling interests | (3) | 221 | | Basic and Diluted Loss/(Earnings) Per Share (RMB) | (0.00)* | 0.04 | *Amount less than RMB 0.01 [Interim Condensed Consolidated Statement of Financial Position](index=4&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B3%87%E7%94%A2%E8%B2%A0%E5%80%B5%E8%A1%A8) As of June 30, 2025, the Group's total assets and liabilities decreased, with a notable reduction in current assets and total liabilities, while total equity also saw a slight decline [Assets](index=4&type=section&id=%E8%B5%84%E4%BA%A7) As of June 30, 2025, the Group's total assets were **RMB 894,729 thousand**, a decrease of approximately 8.1% from **RMB 974,003 thousand** as of December 31, 2024. Total non-current assets slightly decreased, while total current assets decreased by approximately 12.8% to **RMB 335,963 thousand**, mainly due to reductions in inventories, trade receivables, and other receivables Key Asset Data | Indicator | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Total Non-current Assets | 558,766 | 589,022 | | Total Current Assets | 335,963 | 384,981 | | Total Assets | 894,729 | 974,003 | | Inventories | 17,962 | 39,569 | | Trade Receivables | 29,127 | 63,757 | | Other Receivables and Prepayments | 1,582 | 22,514 | | Cash and Cash Equivalents | 286,780 | 258,498 | [Equity and Liabilities](index=5&type=section&id=%E6%9D%83%E7%9B%8A%E5%8F%8A%E8%B4%9F%E5%80%BA) As of June 30, 2025, the Group's total equity was **RMB 560,811 thousand**, a decrease of approximately 3.1% from December 31, 2024. Total liabilities decreased by approximately 15.5% to **RMB 333,918 thousand**, primarily due to reductions in borrowings, trade payables, and accrued expenses Key Equity and Liabilities Data | Indicator | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Total Equity | 560,811 | 578,923 | | Total Non-current Liabilities | 9,032 | 14,677 | | Total Current Liabilities | 324,886 | 380,403 | | Total Liabilities | 333,918 | 395,080 | | Trade Payables | 96,020 | 100,666 | | Borrowings | 134,933 | 173,450 | [Notes to the Financial Statements](index=6&type=section&id=%E9%99%84%E8%A8%BB) The notes provide essential details on the Group's general information, accounting policies, segment reporting, revenue breakdown, other losses, income tax, earnings per share, trade receivables, trade payables, and dividend policy [1. General Information](index=6&type=section&id=1%20%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99) Honliv Healthcare Management Group Co., Ltd. was incorporated in the Cayman Islands and listed on the Main Board of the Hong Kong Stock Exchange on July 13, 2020. The Group primarily engages in the ownership, operation, and management of hospitals in China - The Company was incorporated in the Cayman Islands on January 6, 2016, and listed on the Main Board of the Hong Kong Stock Exchange on July 13, 2020[7](index=7&type=chunk)[8](index=8&type=chunk) - The Group primarily engages in the ownership, operation, and management of hospitals in China[7](index=7&type=chunk) [2. Basis of Presentation and Accounting Policies](index=6&type=section&id=2%20%E5%91%88%E5%88%97%E5%9F%BA%E6%BA%96%E5%8F%8A%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) The interim condensed consolidated financial information is prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants. New and revised standards adopted during the reporting period had no significant impact on the Group's financial performance and position - The interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting'[9](index=9&type=chunk) - New and revised standards adopted during the reporting period had no significant impact on the Group's financial performance and position[10](index=10&type=chunk) [3. Segment Reporting](index=7&type=section&id=3%20%E5%88%86%E9%83%A8%E5%A0%B1%E5%91%8A) For the six months ended June 30, 2025 and 2024, the Group had only one operating segment, thus no segment information is presented. All revenue and non-current assets are primarily located in China - The Group had only one operating segment during the reporting period, and no segment information is presented[12](index=12&type=chunk) - All of the Group's revenue is derived from its operations in China, and its operations and non-current assets are primarily located in China[12](index=12&type=chunk) [4. Revenue](index=7&type=section&id=4%20%E6%94%B6%20%E5%85%A5) The Group's revenue primarily derives from treatment and comprehensive medical services, drug sales, and postpartum care services. For the six months ended June 30, 2025, total revenue was **RMB 346,820 thousand**, a 16.5% year-on-year decrease. Revenue from treatment and comprehensive medical services decreased by 18.3%, drug sales revenue decreased by 15.8%, while postpartum care services revenue significantly increased by 873.6%. The estimated settlement rate for inpatient services revenue was adjusted from 93.36% to 86.00%, resulting in a **RMB 5,037 thousand** reduction in revenue for the period Nature and Timing of Revenue Recognition | Nature of Revenue Recognition | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Treatment and comprehensive medical services | 204,171 | 250,041 | | Drug sales | 138,774 | 164,739 | | Postpartum care services | 3,875 | 398 | | **Total Revenue** | **346,820** | **415,178** | | Timing of revenue recognition: at a point in time | 252,448 | 282,710 | | Timing of revenue recognition: over time | 94,372 | 132,468 | - For the six months ended June 30, 2025, the estimated settlement rate for inpatient services revenue was **86.00%** (year ended December 31, 2024: **93.36%**)[13](index=13&type=chunk) - The difference between the final settlement rate and previous estimates resulted in a **RMB 5,037 thousand** reduction in inpatient services revenue for the six months ended June 30, 2025[14](index=14&type=chunk) [5. Other Losses — Net](index=8&type=section&id=5%20%E5%85%B6%E4%BB%96%E8%99%A7%E6%90%8D%20%E2%80%94%20%E6%B7%A8%E9%A1%8D) For the six months ended June 30, 2025, other losses net amounted to **RMB 805 thousand**, primarily comprising medical compensation losses of **RMB 801 thousand**, a decrease from **RMB 1,273 thousand** in the prior year Details of Other Losses — Net | Item | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Medical compensation losses | 801 | 1,273 | | Net loss on disposal of property, plant and equipment | 4 | 9 | | Others | – | 2 | | **Total** | **805** | **1,284** | [6. Income Tax Credit/(Expense)](index=8&type=section&id=6%20%E6%89%80%E5%BE%97%E7%A8%85%E6%8A%B5%E5%85%8D%2F%EF%BC%88%E9%96%8B%E6%94%AF%EF%BC%89) For the six months ended June 30, 2025, the Group recorded an income tax credit of **RMB 33 thousand**, compared to an income tax expense of **RMB 7,824 thousand** in the prior year. This was primarily due to reduced profit before tax and the recognition of deferred tax assets. Mainland China subsidiaries are subject to a 25% corporate income tax rate, while Cayman Islands companies are exempt, and Hong Kong has no assessable profits Details of Income Tax Credit/(Expense) | Item | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Current income tax — China corporate income tax | (32) | (7,184) | | Deferred income tax | 65 | (640) | | **Total** | **33** | **(7,824)** | - Subsidiaries established and operating in Mainland China are subject to China corporate income tax at a rate of **25%**[18](index=18&type=chunk) - Companies in the Cayman Islands are exempt from Cayman Islands income tax, and there is no assessable profit in Hong Kong, thus no provision for Hong Kong profits tax[17](index=17&type=chunk)[19](index=19&type=chunk) [7. Loss/(Earnings) Per Share](index=9&type=section&id=7%20%E6%AF%8F%E8%82%A1%EF%BC%88%E8%99%A7%E6%90%8D%EF%BC%89%2F%E7%9B%88%20%E5%88%A9) For the six months ended June 30, 2025, basic and diluted loss per share was **RMB (0.00)**, compared to earnings of **RMB 0.04** in the prior year. Diluted loss per share was the same as basic loss per share as the Group had no potential dilutive shares Calculation of Loss/(Earnings) Per Share | Indicator | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Loss/(Profit) attributable to owners of the Company | (673) | 20,042 | | Weighted average number of ordinary shares in issue (thousand shares) | 541,968 | 549,214 | | Basic Loss/(Earnings) Per Share (RMB) | (0.00)* | 0.04 | *Amount less than RMB 0.01 - As the Group had no potential dilutive shares during the reporting period, diluted loss/(earnings) per share was the same as basic loss/(earnings) per share[23](index=23&type=chunk) - For the six months ended June 30, 2025, **8,962,000 shares** were repurchased for the employee share scheme[24](index=24&type=chunk) [8. Trade Receivables](index=10&type=section&id=8%20%E8%B2%BF%E6%98%93%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) As of June 30, 2025, net trade receivables amounted to **RMB 29,127 thousand**, a significant decrease of 54.3% from **RMB 63,757 thousand** as of December 31, 2024. The aging analysis shows that receivables up to 3 months accounted for the largest proportion, but the amount significantly decreased Aging Analysis of Trade Receivables | Aging | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Up to 3 months | 27,058 | 62,782 | | 3 to 6 months | 1,714 | 477 | | 6 months to 1 year | 309 | 653 | | 1 to 2 years | 83 | 273 | | 2 to 3 years | 731 | 1,335 | | Over 3 years | 793 | – | | **Total** | **30,688** | **65,520** | | Less: Impairment provision for trade receivables | (1,561) | (1,763) | | **Net Trade Receivables** | **29,127** | **63,757** | [9. Trade Payables](index=11&type=section&id=9%20%E8%B2%BF%E6%98%93%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) As of June 30, 2025, trade payables amounted to **RMB 96,020 thousand**, a decrease of 4.6% from **RMB 100,666 thousand** as of December 31, 2024. The aging analysis shows that payables up to 3 months still constituted the major portion Aging Analysis of Trade Payables | Aging | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Up to 3 months | 76,070 | 77,431 | | 3 to 6 months | 13,888 | 15,406 | | 6 months to 1 year | 1,291 | 2,839 | | 1 to 2 years | 871 | 1,260 | | 2 to 3 years | 1,218 | 421 | | Over 3 years | 2,682 | 3,309 | | **Total** | **96,020** | **100,666** | [10. Dividends](index=11&type=section&id=10%20%E8%82%A1%20%E6%81%AF) The Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2025 (June 30, 2024: nil)[26](index=26&type=chunk) [Management Discussion and Analysis](index=12&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) This section provides an in-depth review of the Group's market environment, operational performance, financial results, liquidity, and corporate governance, highlighting challenges and strategic responses [Market Overview and Outlook](index=12&type=section&id=%E5%B8%82%E5%9C%BA%E6%A6%82%E8%A7%88%E5%8F%8A%E5%89%8D%E6%99%AF) The private hospital sector faces a complex development trend of 'quality upgrade' and 'structural optimization', with profound changes in policy, market, technology, and capital. Policies are shifting from loose access to balanced regulation and support, with DRG/DIP payment reforms raising entry barriers. The market is moving from homogeneous competition to differentiated development, with growing demand for high-end medical care and integrated medical-elderly care. Digital transformation is becoming a core technological competency, and capital investment logic is shifting towards value-based healthcare - The private hospital sector faces a development trend of 'quality upgrade' and 'structural optimization' simultaneously, presenting both opportunities and challenges[27](index=27&type=chunk) - Policy level: Shifting from loose access to balanced regulation and support, with DRG/DIP payment reforms and rating management raising industry entry barriers[27](index=27&type=chunk) - Market level: Moving from homogeneous competition to differentiated development, with rapidly growing demand for high-end medical care and integrated medical-elderly care driven by consumption upgrades and an aging population[28](index=28&type=chunk) - Technology level: Digital transformation is becoming essential, with smart medical technologies such as AI-assisted diagnosis, surgical robots, and electronic medical record systems becoming core competencies[28](index=28&type=chunk) - Capital level: Investment logic is shifting from scale expansion to value-based healthcare, with capital favoring specialized chains, emerging specialties, and smart healthcare sectors[28](index=28&type=chunk) [Group's Strategic Response](index=13&type=section&id=%E9%9B%86%E5%9B%A2%E6%88%98%E7%95%A5%E5%BA%94%E5%AF%B9) Facing complex industry conditions, the Group will implement five key strategies: specialized deep cultivation, intelligent transformation, brand building, talent system innovation, and strengthened social responsibility, to achieve a fundamental shift from quantitative expansion to qualitative improvement - Specialized Deep Cultivation Strategy: Focusing on advantageous specialized fields within the general hospital model to form differentiated competitiveness[29](index=29&type=chunk) - Intelligent Transformation Strategy: Leveraging digitalization as a core driver for improving medical quality and operational efficiency, incrementally increasing the application of AI, big data, telemedicine, and other technologies[29](index=29&type=chunk) - Brand Building Strategy: Integrating brand building with medical quality improvement through international certifications like JCI/DNV, participation in public health events, and transparent operations[29](index=29&type=chunk) - Talent System Innovation Strategy: Building a more open physician collaboration network, capitalizing on the relaxed policies for multi-site physician practice[29](index=29&type=chunk) - Strengthened Social Responsibility Strategy: Actively participating in public health services, paired assistance, and philanthropic initiatives, integrating social responsibility into the institution's development strategy[29](index=29&type=chunk) [Business Review](index=13&type=section&id=%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%BE) For the six months ended June 30, 2025, the Group's consolidated revenue was **RMB 346.8 million**, a year-on-year decrease of 16.5%. Outpatient visits decreased by 4.2% to **717,563**, and inpatient visits decreased by 21.9% to **22,811**. The reduction in both outpatient and inpatient visits was primarily influenced by comprehensive social factors, patient migration to grassroots medical institutions under new healthcare reform policies, and the transformation of the medical industry - For the six months ended June 30, 2025, the Group's consolidated revenue was **RMB 346.8 million**, a decrease of **RMB 68.4 million** or **16.5%** compared to **RMB 415.2 million** for the six months ended June 30, 2024[31](index=31&type=chunk) - Outpatient visits were **717,563**, a decrease of **31,158 visits** or **4.2%** compared to **748,721 visits** for the six months ended June 30, 2024[31](index=31&type=chunk) - Inpatient visits were **22,811**, a decrease of **6,407 visits** or **21.9%** compared to **29,218 visits** for the six months ended June 30, 2024[32](index=32&type=chunk) - The decrease in both outpatient and inpatient visits was primarily due to comprehensive social factors (such as a decrease in the number of women of childbearing age and changes in fertility intentions) and the migration of some patients to grassroots medical institutions under new healthcare reform policies[33](index=33&type=chunk) [Hospital Service Operating Data](index=15&type=section&id=%E5%8C%BB%E9%99%A2%E6%9C%8D%E5%8A%A1%E8%BF%90%E8%90%A5%E6%95%B0%E6%8D%AE) Operating data for Henan Honliv Hospital shows a significant decrease in both inpatient visits and average inpatient expenses per visit, while outpatient visits slightly decreased and average outpatient expenses per visit increased. Operating beds remained unchanged, and the average length of stay increased Key Hospital Service Operating Data | Indicator | 2025 | 2024 | Change % | | :--- | :--- | :--- | :--- | | Outpatient visits | 717,563 | 748,721 | –4.2 | | Average outpatient expense per visit (RMB) | 310.4 | 300.4 | 3.3 | | Inpatient visits | 22,811 | 29,218 | –21.9 | | Average inpatient expense per visit (RMB) | 5,269.5 | 6,498.2 | –18.9 | | Operating beds at period end | 1,500 | 1,500 | 0 | | Average length of stay (days) | 9.7 | 8.8 | 11.1 | | Number of surgeries | 5,733 | 6,316 | –9.2 | [Revenue and Operations Analysis](index=16&type=section&id=%E6%94%B6%E7%9B%8A%E4%B8%8E%E7%BB%8F%E8%90%A5%E5%88%86%E6%9E%90) The Group's revenue and operations face severe challenges from the macro industry environment, including a wave of private hospital closures, the impact of medical insurance DRG/DIP payment reforms, and regional hospital competition. Inpatient revenue shrank due to a dual decline in visits and average expenses per visit, while outpatient revenue remained relatively stable. Concurrently, rigid costs continued to rise, and management efficiency needs improvement. To address these challenges, the hospital implemented various measures such as refined classified diagnosis and treatment, enhancing medical quality, expanding service areas, opening specialized clinics, strengthening cooperation, and utilizing social media - The current healthcare industry faces unprecedented systemic challenges, particularly severe for private hospitals, directly impacting their operational performance[37](index=37&type=chunk) - Industry-wide decline: In the first half of 2025, the number of private hospital closures nationwide exceeded **one thousand**, including several tertiary hospitals[40](index=40&type=chunk) - Impact of medical insurance policy reforms: DRG/DIP payment method reforms have profoundly impacted hospital revenue structures[40](index=40&type=chunk) - Inpatient revenue shrinkage: A dual decline in inpatient visits and average expenses per visit led to reduced inpatient revenue, primarily due to medical insurance DRG/DIP payment reforms limiting reimbursement amounts[40](index=40&type=chunk) - Outpatient revenue relatively stable: Outpatient performance remained relatively robust, with outpatient services less affected by medical insurance policies[40](index=40&type=chunk) - Cost and operational pressure: Rigid costs (taxes, equipment upgrades, salaries) continued to rise, and management efficiency needs improvement[41](index=41&type=chunk)[43](index=43&type=chunk) - Countermeasures: Guided by medical insurance policies and leveraging smart hospital construction as a platform, implementing refined classified diagnosis and treatment, improving medical quality, expanding service areas, opening specialized clinics, strengthening cooperation, and utilizing social media to enhance brand image[43](index=43&type=chunk) [Research Activities](index=18&type=section&id=%E7%A7%91%E7%A0%94%E6%B4%BB%E5%8A%A8) The Group continued to conduct clinical practice-based research activities, with 30 new technologies and projects declared in the first half of 2025, of which 13 new technologies passed ethical review. Medical staff published 30 papers, including one SCI article - In the first half of 2025, the Group's hospitals declared **30 new technologies and projects**, including **13 new technologies** and **17 new projects**, with all **13 new technologies** passing ethical committee review[44](index=44&type=chunk) - Medical staff published **30 papers**, including **1 SCI article**[44](index=44&type=chunk) [Drug Sales](index=18&type=section&id=%E8%97%A5%E5%93%81%E9%8A%B7%E5%94%AE) During the reporting period, the Group's drug sales revenue was **RMB 138.7 million**, a year-on-year decrease of 15.8%, primarily from direct sales of drugs to patients - Drug sales revenue for the reporting period was **RMB 138.7 million** (six months ended June 30, 2024: **RMB 164.7 million**), a year-on-year decrease of **15.8%**[45](index=45&type=chunk) - The Group's drug sales primarily derive from direct sales of drugs to patients[45](index=45&type=chunk) [Financial Review](index=18&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's revenue primarily came from treatment and comprehensive medical services, drug sales, and postpartum care services. Total revenue decreased by 16.5% year-on-year to **RMB 346.8 million**, mainly due to reduced outpatient and inpatient visits and average inpatient expenses per visit. Cost of sales decreased by 12.4%, but gross profit still significantly declined by 36.1% to **RMB 45.8 million**, with the gross profit margin falling to 13.2%. Administrative expenses increased by 8.3%, net finance costs increased, and income tax shifted from an expense to a credit. Ultimately, profit for the period turned from a profit to a loss, with a net loss margin of **-0.2%** - Our combined revenue from treatment and comprehensive medical services, drug sales, and postpartum care services decreased by **16.5%** from **RMB 415.2 million** for the six months ended June 30, 2024, to **RMB 346.8 million** for the six months ended June 30, 2025, primarily due to a reduction in both outpatient and inpatient visits and average inpatient expenses per visit[51](index=51&type=chunk) - Our inpatient medical services revenue decreased by **36.7%** from **RMB 189.9 million** for the six months ended June 30, 2024, to **RMB 120.2 million** for the six months ended June 30, 2025, primarily due to a decrease in inpatient visits and average inpatient expenses per visit, as well as a reduction in the estimated settlement rate for inpatient services revenue determined by the medical insurance bureau[52](index=52&type=chunk) - Our outpatient medical services revenue slightly decreased by **1.0%** from **RMB 224.9 million** for the six months ended June 30, 2024, to **RMB 222.7 million** for the six months ended June 30, 2025, primarily due to a decrease in outpatient visits offsetting an increase in average outpatient expenses per visit[52](index=52&type=chunk) - Our cost of sales decreased by **12.4%** from **RMB 343.6 million** for the six months ended June 30, 2024, to **RMB 301.0 million** for the six months ended June 30, 2025, primarily due to lower drug costs, employee benefit expenses, and medical consumables costs, despite an increase in depreciation and amortization expenses[53](index=53&type=chunk) - Gross profit decreased by **36.1%** to **RMB 45.8 million**, with the gross profit margin falling from **17.3%** to **13.2%**, mainly due to a slight decrease in revenue and an increase in fixed costs such as depreciation and amortization[54](index=54&type=chunk) - Administrative expenses increased by **8.3%** to **RMB 41.9 million**, primarily due to increased employee benefit expenses and depreciation and amortization expenses[56](index=56&type=chunk) - Net finance costs increased to **RMB 4.2 million**, primarily due to increased exchange losses during the reporting period[57](index=57&type=chunk) - Income tax shifted from an expense of **RMB 7.8 million** to a credit of **RMB 0.1 million**, primarily due to reduced profit before tax and the recognition of deferred tax assets for tax losses available for utilization within the next five years[58](index=58&type=chunk) - Profit for the period turned from a profit of **RMB 20.3 million** to a loss of **RMB 0.7 million**, with a net loss margin of **-0.2%**[59](index=59&type=chunk) [Revenue Breakdown](index=18&type=section&id=%E6%94%B6%E5%85%A5%E6%98%8E%E7%BB%86) The Group's revenue primarily consists of treatment and comprehensive medical services (**58.9%**) and drug sales (**40.0%**), with postpartum care services accounting for **1.1%**. By source, outpatient medical services revenue accounted for **64.2%**, and inpatient medical services revenue for **34.7%** Revenue Breakdown by Nature of Activity | Revenue Source | 2025 (thousand RMB) | Proportion | 2024 (thousand RMB) | Proportion | | :--- | :--- | :--- | :--- | :--- | | Treatment and comprehensive medical services | 204,171 | 58.9% | 250,041 | 60.2% | | Drug sales | 138,774 | 40.0% | 164,739 | 39.7% | | Postpartum care services | 3,875 | 1.1% | 398 | 0.1% | | **Total** | **346,820** | **100.0%** | **415,178** | **100.0%** | Revenue Breakdown by Hospital Service Source | Revenue Source | 2025 (thousand RMB) | Proportion | 2024 (thousand RMB) | Proportion | | :--- | :--- | :--- | :--- | :--- | | Outpatient medical services | 222,742 | 64.2% | 224,915 | 54.2% | | Inpatient medical services | 120,203 | 34.7% | 189,865 | 45.7% | | Postpartum care services | 3,875 | 1.1% | 398 | 0.1% | | **Total** | **346,820** | **100.0%** | **415,178** | **100.0%** | Patient Visits and Average Expenses Per Visit | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Outpatient visits | 717,563 | 748,721 | | Average outpatient expense per visit (RMB) | 310.4 | 300.4 | | Inpatient visits | 22,811 | 29,218 | | Average inpatient expense per visit (RMB) | 5,269.5 | 6,498.2 | | Operating beds at period end | 1,500 | 1,500 | [Discussion of Interim Condensed Consolidated Statement of Financial Position Items](index=22&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B3%87%E7%94%A2%E8%B2%A0%E5%80%B5%E8%A1%A8%E9%A0%85%E7%9B%AE%E8%A8%8E%E8%AB%96) The Group's net current assets significantly increased by 142.0% to **RMB 11.1 million**, primarily driven by net cash generated from operating activities. Inventories, trade receivables, and other receivables all substantially decreased, reflecting optimized inventory management, settlement of medical insurance bureau receivables, and receipt of proceeds from land use rights disposal. Debts and trade payables also decreased due to repayment of borrowings and increased payments - Net current assets increased by **142.0%** from **RMB 4.6 million** as of December 31, 2024, to **RMB 11.1 million** as of June 30, 2025, primarily due to net cash generated from operating activities exceeding net cash used in financing activities[60](index=60&type=chunk) - Inventories decreased by **54.6%** from **RMB 39.6 million** as of December 31, 2024, to **RMB 18.0 million** as of June 30, 2025, primarily due to the utilization of inventories reserved for the Chinese New Year at the end of 2024[61](index=61&type=chunk) - Trade receivables decreased by **54.3%** from **RMB 63.8 million** as of December 31, 2024, to **RMB 29.1 million** as of June 30, 2025, primarily due to the settlement of receivables from the medical insurance bureau[62](index=62&type=chunk) - Other receivables and prepayments decreased from **RMB 22.5 million** as of December 31, 2024, to **RMB 1.6 million** as of June 30, 2025, primarily due to the receipt of cash from the land use rights disposal transaction signed in 2024 during the reporting period[63](index=63&type=chunk) - Borrowings decreased from **RMB 173.5 million** as of December 31, 2024, to **RMB 134.9 million** as of June 30, 2025, primarily due to the repayment of certain borrowings during the reporting period[64](index=64&type=chunk) - Trade payables decreased from **RMB 100.7 million** as of December 31, 2024, to **RMB 96.0 million** as of June 30, 2025, primarily due to increased payments during the reporting period[65](index=65&type=chunk) - Accrued expenses, other payables, and provisions decreased from **RMB 107.8 million** as of December 31, 2024, to **RMB 93.3 million** as of June 30, 2025, primarily due to increased payments for employee salaries and benefits during the reporting period[66](index=66&type=chunk) - As of June 30, 2025, the Group had no contingent liabilities or guarantees that would have a significant impact on its financial position or operations[67](index=67&type=chunk) - As of June 30, 2025, the Group's lease liabilities balance related to leased properties was approximately **RMB 1.1 million**[68](index=68&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E8%88%87%E8%B3%87%E6%9C%AC%E8%B3%87%E6%BA%90) For the six months ended June 30, 2025, net cash generated from operating activities significantly increased to **RMB 80.7 million**, primarily due to the settlement of medical insurance bureau receivables. Investing activities shifted from a net outflow to a net inflow of **RMB 9.0 million**, mainly from the proceeds of land use rights disposal. Net cash used in financing activities increased to **RMB 61.3 million**, primarily due to increased repayment of bank borrowings and share repurchases for the employee share scheme Consolidated Cash Flow Statement Related Information | Indicator | 2025 (thousand RMB) | 2024 (thousand RMB) | | :--- | :--- | :--- | | Net cash generated from operating activities | 80,653 | 57,341 | | Net cash generated from/(used in) investing activities | 9,022 | (22,975) | | Net cash used in financing activities | (61,346) | (13,962) | | Net increase in cash and cash equivalents balance | 28,329 | 20,404 | - Net cash generated from operating activities increased from **RMB 57.3 million** for the six months ended June 30, 2024, to **RMB 80.7 million** for the six months ended June 30, 2025, primarily due to the settlement of medical insurance bureau receivables during the reporting period[72](index=72&type=chunk) - Net cash generated from investing activities increased from an outflow of **RMB 23.0 million** for the six months ended June 30, 2024, to an inflow of **RMB 9.0 million** for the six months ended June 30, 2025, primarily due to the receipt of **RMB 19.1 million** from the disposal of land use rights during the six months ended June 30, 2025[73](index=73&type=chunk) - Net cash used in financing activities increased from **RMB 14.0 million** for the six months ended June 30, 2024, to **RMB 61.3 million** for the six months ended June 30, 2025. The increase was primarily due to the repayment of **RMB 32.6 million** in bank borrowings and an increase of approximately **RMB 17.4 million** in purchases of existing shares under the restricted share unit scheme during the reporting period[74](index=74&type=chunk) [Financial Instruments](index=24&type=section&id=%E9%87%91%E8%9E%8D%E5%B7%A5%E5%85%B7) The Group's financial instruments include trade receivables, other receivables, cash and cash equivalents, bank borrowings, trade payables, and other payables. Management monitors foreign exchange rate fluctuations closely to manage exchange rate risk and considers hedging significant foreign exchange exposures - The Group's financial instruments include trade receivables, other receivables, cash and cash equivalents, bank borrowings, trade payables, and other payables[75](index=75&type=chunk) - The Group holds certain financial assets in foreign currencies, primarily involving exchange rate fluctuation risks of HKD and USD against RMB. Management manages this risk by closely monitoring foreign exchange rate movements and considers hedging significant foreign exchange exposures[76](index=76&type=chunk) [Gearing Ratio](index=25&type=section&id=%E8%B3%87%E7%94%A2%E8%B2%A0%E5%80%B5%E6%AF%94%E7%8E%87) As of June 30, 2025, the Group's gearing ratio was **37.3%**, a decrease from **40.6%** as of December 31, 2024 - As of June 30, 2025, the Group's gearing ratio (total liabilities divided by total assets) was **37.3%** (December 31, 2024: **40.6%**)[77](index=77&type=chunk) [Use of Proceeds](index=25&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) The net proceeds from the global offering were approximately **HKD 264.8 million**. As of June 30, 2025, **HKD 195.6 million** had been utilized, primarily for the expansion of Phase I building, repayment of general borrowings, working capital, purchase of medical equipment, and construction of a postpartum care center. **HKD 69.2 million** remains unutilized, planned for hospital acquisitions to expand business - Net proceeds of approximately **HKD 264.8 million** were raised from the global offering[78](index=78&type=chunk) Use of Net Proceeds from Global Offering | Business Purpose | Planned Use of Net Proceeds as Stated in Prospectus (million HKD) | Net Proceeds Utilized as of June 30, 2025 (million HKD) | Net Proceeds Unutilized as of June 30, 2025 (million HKD) | | :--- | :--- | :--- | :--- | | Expansion of the Company's Phase I building | 78.0 | 78.0 | 0.0 | | Acquisition of hospitals to expand business | 69.2 | 0.0 | 69.2 | | Repayment of the Company's general borrowings | 39.8 | 39.8 | 0.0 | | Working capital and other general corporate purposes | 26.5 | 26.5 | 0.0 | | Purchase of medical equipment, improvement and upgrade of information technology systems | 21.3 | 21.3 | 0.0 | | Employee recruitment and training | 13.3 | 13.3 | 0.0 | | Construction of postpartum care center | 16.7 | 16.7 | 0.0 | | **Total** | **264.8** | **195.6** | **69.2** | - As of June 30, 2025, the unutilized net proceeds from the global offering were deposited as short-term demand deposits into accounts of receiving financial institutions[80](index=80&type=chunk) [Public Float](index=26&type=section&id=%E5%85%AC%E7%9C%BE%E6%8C%81%E8%82%A1%E9%87%8F) As of the date of this announcement, at least **25%** of the Company's total issued share capital is held by the public, in compliance with the Listing Rules - As of the date of this announcement, at least **25%** of the Company's total issued share capital is held by the public, in compliance with the Listing Rules[81](index=81&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=26&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B3%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) During the reporting period, the Company repurchased a total of **8,962,000 shares** on the Stock Exchange in February 2025, for a total consideration of approximately **HKD 18.90 million**. Other than this, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the reporting period, the Company repurchased a total of **8,962,000 shares** on the Stock Exchange in February 2025, for a total consideration of approximately **HKD 18.90 million**[82](index=82&type=chunk) - Save as disclosed, 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[82](index=82&type=chunk) [Material Events After Reporting Period](index=26&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E9%87%8D%E5%A4%A7%E4%BA%8B%E9%A0%85) As of the date of this announcement, there were no material events after the reporting period - As of the date of this announcement, there were no material events after the reporting period[83](index=83&type=chunk) [Compliance with Corporate Governance Code](index=26&type=section&id=%E9%81%B5%E5%AE%88%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) During the reporting period, the Company complied with all applicable code provisions of the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Qin Yan. The Board believes this structure does not undermine the balance of power and will review it periodically - During the reporting period, the Company complied with all applicable code provisions set out in Part 2 of the Corporate Governance Code, except for code provision C.2.1 which stipulates that the roles of Chairman and Chief Executive Officer should be separate and not performed by the same individual[84](index=84&type=chunk) - Mr. Qin Yan holds both the roles of Chairman and Chief Executive Officer of the Company. The Board believes this structure does not undermine the balance of power and authority between the Board and management, and will review the corporate governance structure and practices periodically[85](index=85&type=chunk) [Compliance with the Standard Securities Dealing Code for Directors](index=27&type=section&id=%E9%81%B5%E5%AE%88%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E7%9A%84%E6%A8%99%E6%BA%96%E5%AE%88%E5%89%87) Following specific inquiries, all Directors confirmed their compliance with the provisions of the Standard Code throughout the reporting period - Following specific inquiries, all Directors confirmed that they had complied with the provisions set out in the Standard Code throughout the reporting period[86](index=86&type=chunk) [Review by Audit Committee](index=27&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%91%A1%E6%9C%83%E5%AF%A9%E9%96%B1) The Audit Committee reviewed the Group's interim results for the six months ended June 30, 2025, and deemed them prepared in accordance with applicable accounting standards. PricewaterhouseCoopers, the independent auditor, conducted an independent review of the interim financial information - All members of the Audit Committee have reviewed the Group's interim results for the six months ended June 30, 2025. Based on this review, the Audit Committee believes that the Group's unaudited interim results were prepared in accordance with applicable accounting standards[87](index=87&type=chunk) - Furthermore, PricewaterhouseCoopers, the Company's independent auditor, conducted an independent review of the Group's interim financial information for the reporting period in accordance with Hong Kong Standard on Review Engagements 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Hong Kong Institute of Certified Public Accountants[87](index=87&type=chunk) [Interim Dividend](index=27&type=section&id=%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF) The Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025[88](index=88&type=chunk) [Employees and Remuneration Policy](index=28&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of June 30, 2025, the Group had a total of **1,844 employees**, a decrease from **1,953** in the prior year. Employee costs were approximately **RMB 107.2 million**. Remuneration is determined based on qualifications, experience, and performance, with discretionary bonuses contingent on performance, Group financial results, and market conditions. No restricted share units were granted during the reporting period - As of June 30, 2025, the total number of employees was approximately **1,844** (June 30, 2024: **1,953**)[89](index=89&type=chunk) - For the six months ended June 30, 2025, employee costs (including Directors' remuneration paid in the form of salaries and other benefits) were approximately **RMB 107.2 million** (six months ended June 30, 2024: approximately **RMB 118.1 million**)[89](index=89&type=chunk) - Remuneration is determined with reference to qualifications, experience, and performance, while discretionary bonuses are generally paid based on work performance, the Group's financial performance for the year, and general market conditions[89](index=89&type=chunk) - No restricted share units were granted under the restricted share unit scheme during the reporting period[90](index=90&type=chunk) [Publication of Interim Results and Interim Report](index=28&type=section&id=%E5%88%8A%E7%99%BC%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE%E5%8F%8A%E4%B8%AD%E6%9C%9F%E5%A0%B1%E5%91%8A) This interim results announcement has been published on the Stock Exchange and the Company's websites, and the interim report will be dispatched to shareholders and published on relevant websites in due course - This interim results announcement is published on the Stock Exchange's website (www.hkexnews.hk) and the Company's website (www.honlivhp.com)[91](index=91&type=chunk) - The Group's interim report for the six months ended June 30, 2025, containing all information required by the Listing Rules, will be dispatched to shareholders and published on the websites of the Stock Exchange and the Company in due course[91](index=91&type=chunk) [Acknowledgement](index=28&type=section&id=%E9%B3%B4%E8%AC%9D) The Board thanks the management team, employees, all partners, customers, suppliers, and shareholders for their contributions and support to the Group's success - The Board extends its sincere gratitude to the Group's management team and employees for their contributions to the Group's success and their dedication to achieving its vision. The Board also sincerely thanks all the Group's partners, customers, suppliers, and shareholders[92](index=92&type=chunk) [Definitions](index=29&type=section&id=%E9%87%8B%E7%BE%A9) This section provides a comprehensive glossary of key terms used throughout the report, ensuring clarity and consistent understanding of financial and operational terminology [Definitions of Key Terms](index=29&type=section&id=%E4%B8%BB%E8%A6%81%E8%AF%8D%E6%B1%87%E5%AE%9A%E4%B9%89) This announcement provides definitions for several key terms, including 'the Group', 'Henan Honliv Hospital', 'Audit Committee', 'Board', 'Corporate Governance Code', 'Chairman', 'China', 'the Company', 'Directors', 'Global Offering', 'Hong Kong', 'HKD', 'Independent Third Party', 'Listing', 'Listing Date', 'Listing Rules', 'Standard Code', 'Reporting Period', 'Prospectus', 'RMB', 'Shares', 'Shareholders', 'Stock Exchange', and '%' - 'The Group' or 'Group' or 'we' or 'our' refers to the Company and its subsidiaries, or, depending on the context, for the period before the Company became the holding company of its current subsidiaries, refers to the businesses operated by the Company's current subsidiaries and such subsidiaries or (as the case may be) their predecessors[94](index=94&type=chunk) - 'Henan Honliv Hospital' or 'our hospital' refers to Henan Honliv Hospital Co., Ltd., a limited liability company established in China on May 24, 2004[94](index=94&type=chunk) - 'Reporting Period' refers to the six months ended June 30, 2025[96](index=96&type=chunk) [Board of Directors](index=31&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E6%88%90%E5%93%A1) This section outlines the composition of the Board of Directors, detailing the executive, non-executive, and independent non-executive members as of the announcement date [Board Composition](index=31&type=section&id=%E8%91%A3%E4%BA%8B%E4%BC%9A%E7%BB%84%E6%88%90) As of the date of this announcement, the Board of Directors comprises Executive Directors Mr. Qin Yan (also Chairman), Mr. Wang Zhongtao, and Ms. Li Yanhong; Non-executive Director Mr. Qin Hongchao; and Independent Non-executive Directors Mr. Zhao Chun, Mr. Sun Jigang, and Mr. Jiang Tianfan - As of the date of this announcement, the Board of Directors includes Executive Directors Mr. Qin Yan, Mr. Wang Zhongtao, and Ms. Li Yanhong[98](index=98&type=chunk) - Non-executive Director Mr. Qin Hongchao[98](index=98&type=chunk) - Independent Non-executive Directors Mr. Zhao Chun, Mr. Sun Jigang, and Mr. Jiang Tianfan[98](index=98&type=chunk)

SEAZEN GROUP LIMITED 新城發展控股有限公司 （於 開 曼 群 島 註 冊 成 立 的 有 限 責 任 公 司） （股 份 代 號：1030） 截 至2025年6月30日止六個月 中期業績公告 業績摘要 – 1 – 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 對 因 本 公 告 全 部 或 任 何 部 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。 － 營業額約人民幣22,173.5百 萬 元，其 中 商 業 物 業 管 理 服 務 及 租 金 收 入 約 人民幣6,425.2百 萬 元，同 比 增 長10.7%； － 毛利潤約人民幣5,400.6百 萬 元，毛 利 率24.4%； － 歸屬於本公司權益持有人的淨利潤約人民幣691.6百 萬 元； － 淨負債與權益比率54.6%；及 － 銀 行 借 款、優 先 票 據、公 司 債 券 及 中 期 票 據 等 融 資 工 具 的 加 權 平 均 借 貸 成 ...

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，並表明概不就因本公告全部或任何部分內容而產生或因依賴該等內容而引致的 任何損失承擔任何責任。 北 京 市 春 立 正 達 醫 療 器 械 股 份 有 限 公 司 Beijing Chunlizhengda Medical Instruments 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：1858） 截至2025年6月30日止六個月的中期業績公告 北京市春立正達醫療器械股份有限公司（「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2025年6月30日止六個月的未經審核合併業績。有關 業績乃根據香港聯合交易所有限公司證券上市規則（「上市規則」）的適用披露規定及 中華人民共和國（「中國」）會計準則而編製。 * 僅供識別 – 1 – 本集團的合併資產負債表 | | | 於2025年 | 於2024年 | | --- | --- | --- | --- | | | 附註 | 6月30日 | 12月31 ...

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) Regal Home Holdings Limited announced its unaudited interim results for the six months ended June 30, 2025, reporting a 44.2% year-on-year revenue decrease but a 67.1% reduction in loss for the period, primarily due to a one-off provision in the prior year, with no interim dividend recommended | Indicator | Six Months Ended June 30, 2025 (RMB million) | Six Months Ended June 30, 2024 (RMB million) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 41.9 | 75.1 | -44.2% | | Gross Profit | 11.2 | 20.3 | -44.8% | | Loss for the Period | (30.4) | (92.3) | -67.1% | | Basic Loss Per Share | (0.97 cents) | (3.45 cents) | -71.9% | | Interim Dividend | Nil | Nil | - | [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This section presents the company's unaudited condensed consolidated statement of profit or loss and other comprehensive income for the six months ended June 30, 2025, detailing revenue, cost of sales, gross profit, various expenses, finance costs, and loss for the period, with comparative figures Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (RMB thousand) | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | 41,915 | 75,092 | | Cost of Sales | (30,719) | (54,831) | | Gross Profit | 11,196 | 20,261 | | Other Income and Gains | 436 | 106 | | Provision for Expected Credit Losses on Financial Assets, Net | (217) | (61,111) | | Selling and Distribution Expenses | (8,399) | (20,977) | | Administrative Expenses | (22,050) | (22,328) | | Other Expenses and Losses | (346) | (233) | | Finance Costs | (10,973) | (8,029) | | Loss Before Tax | (30,353) | (92,311) | | Income Tax | – | – | | Loss for the Period | (30,353) | (92,311) | | Exchange Differences on Translation of Financial Statements | 324 | 716 | | Total Comprehensive Loss for the Period | (30,029) | (91,595) | Loss and Total Comprehensive Loss Attributable to Owners of the Company (RMB thousand) | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company | (28,886) | (92,311) | | Loss Attributable to Non-controlling Interests | (1,467) | – | | **Total** | **(30,353)** | **(92,311)** | | Total Comprehensive Loss Attributable to Owners of the Company | (28,571) | (91,595) | | Total Comprehensive Loss Attributable to Non-controlling Interests | (1,458) | – | | **Total** | **(30,029)** | **(91,595)** | Loss Per Share (RMB cents) | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Basic Loss Per Share | (0.97) | (3.45) | | Diluted Loss Per Share | (0.97) | (3.45) | [Unaudited Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This section presents the company's unaudited condensed consolidated statement of financial position as of June 30, 2025, including key financial data such as non-current assets, current assets, current liabilities, non-current liabilities, and deficiency in equity, with comparative figures as of December 31, 2024 Condensed Consolidated Statement of Financial Position (RMB thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Non-current Assets** | | | | Property, Plant and Equipment | 1,872 | 1,601 | | Right-of-use Assets | 19,776 | 22,789 | | **Total Non-current Assets** | **21,648** | **24,390** | | **Current Assets** | | | | Inventories | 14,961 | 19,031 | | Trade Receivables | 9,916 | 16,734 | | Prepayments, Deposits and Other Receivables | 9,385 | 12,970 | | Amounts Due from Related Companies | 119,542 | 120,040 | | Pledged Bank Deposits | 21 | 21 | | Restricted Bank Balances | 119 | 165 | | Cash and Cash Equivalents | 4,778 | 3,999 | | **Total Current Assets** | **158,722** | **172,960** | | **Current Liabilities** | | | | Trade Payables | 30,797 | 28,872 | | Contract Liabilities | 2,487 | 3,356 | | Other Payables and Accrued Expenses | 53,915 | 40,179 | | Amounts Due to Related Companies | 45,093 | 45,281 | | Shareholder Loans | 108,497 | 118,675 | | Interest-bearing Bank and Other Borrowings | 68,252 | 78,242 | | Warranty Provisions | 60 | 459 | | Lease Liabilities | 8,384 | 11,406 | | Convertible Loans | 29,608 | 29,833 | | Income Tax Payable | 2,888 | 2,932 | | **Total Current Liabilities** | **349,981** | **359,235** | | **Net Current Liabilities** | **(191,259)** | **(186,275)** | | **Total Assets Less Current Liabilities** | **(169,611)** | **(161,885)** | | **Non-current Liabilities** | | | | Lease Liabilities | 15,209 | 19,143 | | Interest-bearing Bank and Other Borrowings | 53,696 | 53,696 | | **Total Non-current Liabilities** | **68,905** | **72,839** | | **Net Liabilities** | **(238,516)** | **(234,724)** | | **Deficiency in Equity** | | | | Share Capital | 23,156 | 19,212 | | Reserves | (259,290) | (253,006) | | Deficiency in Equity Attributable to Owners of the Company | (236,134) | (233,794) | | Non-controlling Interests | (2,382) | (930) | | **Total Deficiency in Equity** | **(238,516)** | **(234,724)** | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the unaudited condensed consolidated financial statements, covering the basis of preparation, changes in accounting policies, segment and geographical information, major customers, revenue breakdown, loss before tax details, income tax, loss per share, dividends, trade receivables/payables, and share capital, offering deeper context and details for financial statement understanding [1. Basis of Preparation and Going Concern](index=6&type=section&id=1.%20Basis%20of%20Preparation%20and%20Going%20Concern) This interim financial report is prepared in accordance with HKAS 34 and the Listing Rules, consistent with the accounting policies used in the 2024 annual financial statements, despite significant going concern uncertainties addressed by management's plans for financial support, external financing, and cost control - The Group incurred a **loss attributable to owners of the Company of approximately RMB 28,886,000** for the six months ended June 30, 2025, and as of June 30, 2025, had **net current liabilities of approximately RMB 191,259,000** and **net liabilities of approximately RMB 238,516,000**, raising significant doubt about its ability to continue as a going concern[11](index=11&type=chunk)[66](index=66&type=chunk) - The controlling shareholder, Mr. Tse Kam Pang, has provided an unsecured loan facility of up to **HK$200,000,000**, with approximately **HK$61,424,000** unutilized as of June 30, 2025, and has committed not to demand repayment of his loan of approximately **RMB 108,497,000** within the next twelve months[11](index=11&type=chunk)[66](index=66&type=chunk) - Management plans to secure external funding, enhance cost control, and accelerate the collection of trade and other receivables to improve working capital, liquidity, and cash flow[16](index=16&type=chunk)[68](index=68&type=chunk) - Despite the Board's belief that the going concern assumption is appropriate, significant uncertainties related to the Group's ability to continue as a going concern remain due to the uncertain outcome of these plans and measures[13](index=13&type=chunk)[69](index=69&type=chunk) [2. Changes in Accounting Policies and Disclosures](index=7&type=section&id=2.%20Changes%20in%20Accounting%20Policies%20and%20Disclosures) The revised HKFRS accounting standards effective January 1, 2025, adopted during this interim period, have no significant impact on the Group's financial position, performance, or disclosures - The accounting policies adopted for the preparation of the unaudited interim results are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2024, except for the adoption of revised HKFRS accounting standards effective January 1, 2025[14](index=14&type=chunk) - The application of HKAS 21 (Amendment) “Lack of Exchangeability” has no significant impact on the Group’s financial position and performance and/or disclosures in these unaudited condensed consolidated financial statements for the current and prior periods[15](index=15&type=chunk) [3. Segment Information](index=8&type=section&id=3.%20Segment%20Information) The Group's operating segments are retail and manufacturing, with the manufacturing segment contributing most external revenue but both segments recording losses, reflecting its dominant position in segment assets and liabilities Segment Revenue and Loss (RMB thousand) | Indicator | Retail Segment (2025) | Retail Segment (2024) | Manufacturing Segment (2025) | Manufacturing Segment (2024) | Total (2025) | Total (2024) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | External Sales Revenue | 4,166 | 22,205 | 37,749 | 52,887 | 41,915 | 75,092 | | Segment Loss | (7,767) | (5,805) | (16,112) | (81,828) | (23,879) | (87,633) | Segment Assets and Liabilities (RMB thousand) | Indicator | Retail Segment (June 30, 2025) | Retail Segment (December 31, 2024) | Manufacturing Segment (June 30, 2025) | Manufacturing Segment (December 31, 2024) | Consolidated (June 30, 2025) | Consolidated (December 31, 2024) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Segment Assets | 13,573 | 22,365 | 129,566 | 137,777 | 143,139 | 160,142 | | Segment Liabilities | 35,980 | 38,433 | 316,031 | 326,376 | 352,011 | 364,809 | - All assets and liabilities are allocated to operating segments, except for certain right-of-use assets, prepayments, deposits and other receivables, amounts due from related companies, cash and cash equivalents, other payables and accrued expenses, amounts due to related companies, shareholder loans, lease liabilities, and convertible loans[23](index=23&type=chunk) [Geographical Information](index=10&type=section&id=Geographical%20Information) The Group's revenue primarily originates from Europe, the United States, China (including Hong Kong), and other regions, with significant declines in China and the US, while non-current assets are mainly located in China, the US, and Cambodia Revenue from External Customers (RMB thousand) | Region | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | People's Republic of China (including Hong Kong) | 7,867 | 25,022 | | Europe | 13,349 | 15,305 | | United States of America | 6,361 | 25,353 | | Other | 14,338 | 9,412 | | **Total** | **41,915** | **75,092** | Non-current Assets (RMB thousand) | Region | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | China (including Hong Kong) | 5,517 | 2,289 | | United States | 11,830 | 17,900 | | Cambodia | 4,301 | 4,201 | | **Total** | **21,648** | **24,390** | [Information on Major Customers](index=10&type=section&id=Information%20on%20Major%20Customers) During the reporting period, two major customers (Customer 1 and Customer 3) accounted for over 10% of the Group's revenue, all belonging to the manufacturing segment, contrasting with Customer 2 in the prior period Major Customer Revenue (RMB thousand) | Customer | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Customer 1 | 10,232 | Not Applicable* | | Customer 2 | Not Applicable* | 15,764 | | Customer 3 | 13,215 | Not Applicable* | * Revenue below 10% of the Group's total revenue. - All major customers belong to the manufacturing segment[28](index=28&type=chunk) [4. Revenue, Other Income and Gains](index=11&type=section&id=4.%20Revenue%2C%20Other%20Income%20and%20Gains) The Group's revenue, primarily from manufacturing and selling sofas, sofa covers, and other furniture products, decreased year-on-year, while other income and gains, including interest, government grants, and exchange gains, increased Analysis of Revenue, Other Income and Gains, Net (RMB thousand) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Revenue** | | | | Manufacturing and sales of sofas, sofa covers and other furniture products | 41,915 | 75,092 | | **Other Income and Gains** | | | | Interest income | 6 | 4 | | Government grants | 29 | 13 | | Exchange gains | 208 | – | | Others | 193 | 89 | | **Subtotal** | **436** | **106** | [5. Loss Before Tax](index=11&type=section&id=5.%20Loss%20Before%20Tax) This section details the key expenses and gains contributing to the loss before tax, including cost of inventories sold, depreciation, salaries, retirement plan contributions, share-based payment expenses, inventory provisions, expected credit loss provisions, warranty provisions, convertible loan interest, lease liability interest, and exchange losses Items Deducted From/(Credited To) Loss Before Tax (RMB thousand) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Cost of inventories sold | 30,719 | 54,510 | | Depreciation of property, plant and equipment | 504 | 2,361 | | Depreciation of right-of-use assets | 2,929 | 10,966 | | Salaries, wages and benefits in kind | 13,847 | 22,510 | | Contributions to retirement benefit schemes | 2,032 | 2,076 | | Equity-settled share-based payment expenses | 555 | 337 | | Provision for obsolete and slow-moving inventories | 3,263 | 321 | | Provision for expected credit losses on financial assets measured at amortised cost, net | 217 | 61,111 | | Reversal of provision for product warranties, net | (399) | (613) | | Interest on convertible loans | 1,645 | 1,267 | | Interest on lease liabilities | 1,044 | 1,494 | | Exchange losses | – | 277 | [6. Income Tax](index=12&type=section&id=6.%20Income%20Tax) The Group is exempt from income tax in the Cayman Islands and BVI, with Hong Kong applying a two-tiered profits tax and Chinese subsidiaries a 25% corporate income tax, but no tax provision was made due to the absence of taxable profits - The Group is **not subject to any income tax** in the Cayman Islands and the British Virgin Islands[33](index=33&type=chunk) - Hong Kong operates a two-tiered profits tax rate regime, where the first **HK$2,000,000 of assessable profits** for qualifying entities is taxed at **8.25%**, and the remainder at **16.5%**[33](index=33&type=chunk) - During the period, the PRC subsidiaries are subject to PRC Enterprise Income Tax at a rate of **25%**[33](index=33&type=chunk) - No tax provision was made for the six months ended June 30, 2025, and 2024, as no taxable profits were generated[35](index=35&type=chunk) [7. Loss Per Share Attributable to Owners of the Company](index=12&type=section&id=7.%20Loss%20Per%20Share%20Attributable%20to%20Owners%20of%20the%20Company) Basic and diluted loss per share attributable to owners of the Company are calculated based on the loss for the period and the weighted average number of ordinary shares, both at RMB 0.97 cents, showing an improvement from the prior period Loss Per Share Calculation Data (RMB thousand/thousand shares) | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company for the purpose of calculating basic and diluted loss per share | (28,886) | (92,311) | | Weighted average number of ordinary shares for the purpose of calculating basic and diluted loss per share (after deducting treasury shares) | 2,990,210 | 2,674,188 | - The diluted loss per share for the periods ended June 30, 2025, and 2024, is **the same as the basic loss per share**[37](index=37&type=chunk) [8. Dividends](index=13&type=section&id=8.%20Dividends) No interim dividend was paid, declared, or recommended for the six months ended June 30, 2025, consistent with the prior corresponding period - No interim dividend was paid, declared, or recommended for the six months ended June 30, 2025 (2024: Nil)[38](index=38&type=chunk) [9. Trade Receivables](index=13&type=section&id=9.%20Trade%20Receivables) The Group's trade receivables, primarily from third parties, decreased to RMB 9,916 thousand net at period-end, with credit terms generally one to two months, extendable for major customers, and no collateral held Trade Receivables (RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade receivables (from third parties) | 47,082 | 53,890 | | Less: Provision for expected credit losses | (37,166) | (37,156) | | **Net** | **9,916** | **16,734** | Ageing Analysis of Trade Receivables (RMB thousand) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 3 months | 5,505 | 9,857 | | 4 to 6 months | 3,327 | 5,023 | | 7 to 12 months | 1,084 | 1,854 | | **Total** | **9,916** | **16,734** | - The Group's trade accounts with customers are primarily on credit, with credit periods generally ranging from **one to two months**, extendable to a maximum of **three to six months** for major customers, and trade receivables are non-interest bearing[39](index=39&type=chunk) [10. Trade Payables](index=13&type=section&id=10.%20Trade%20Payables) The Group's trade payables, primarily to third parties, slightly increased to RMB 30,797 thousand at period-end, typically settled within 30 to 180 days, and are non-interest bearing Trade Payables (RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade payables to third parties | 30,797 | 28,872 | Ageing Analysis of Trade Payables (RMB thousand) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 1 month | 3,234 | 8,686 | | 2 to 3 months | 6,370 | 3,006 | | 4 to 6 months | 4,935 | 737 | | Over 6 months | 16,258 | 16,443 | | **Total** | **30,797** | **28,872** | - Trade payables are non-interest bearing and are normally settled within **30 to 180 days**[41](index=41&type=chunk) [11. Share Capital](index=14&type=section&id=11.%20Share%20Capital) As of June 30, 2025, the Company's issued and fully paid share capital comprised 3,300,000,000 ordinary shares of USD 0.001 each, equivalent to RMB 23,156 thousand, an increase from the end of 2024 Share Capital (USD thousand/RMB thousand) | Item | June 30, 2025 (USD thousand) | June 30, 2025 (RMB thousand) | December 31, 2024 (USD thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Authorised share capital (10,000,000,000 ordinary shares of USD 0.001 each) | 10,000 | - | 10,000 | - | | Issued and fully paid share capital (3,300,000,000 ordinary shares of USD 0.001 each) | 3,300 | 23,156 | 2,750 | 19,212 | [12. Comparative Figures](index=14&type=section&id=12.%20Comparative%20Figures) Certain comparative figures have been reclassified to conform to the current year's presentation - Certain comparative figures have been reclassified to conform to the current year's presentation[43](index=43&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's detailed discussion and analysis of the company's performance, financial position, and future outlook, highlighting revenue decline due to complex global consumer sentiment and macroeconomic challenges, but a significant narrowing of net loss through strategic adjustments and cost control, alongside progress in going concern efforts, human resources, share schemes, future prospects, and corporate governance [Business Review](index=15&type=section&id=Business%20Review) During the reporting period, complex global consumer sentiment, tariff uncertainties, inflation, and economic ambiguity led to a 44.2% year-on-year decline in orders and total revenue, prompting the Group to adopt flexible production strategies, expand beyond China, shift to online sales, and optimize supply chain and cost management - The consumer sentiment in major markets (Europe, China, and the United States) remained volatile, impacted by tariff uncertainties and inflationary pressures, leading to an **overall decrease in demand**[44](index=44&type=chunk) - The Group's total revenue decreased by **44.2% to approximately RMB 41.9 million**, while net loss decreased by **67.1% to approximately RMB 30.4 million**[45](index=45&type=chunk) - To address challenges, the Group expanded its production footprint beyond China (new Southeast Asian factories), shifted from traditional offline retail to online sales platforms, optimized its supply chain, logistics, and cost structure, and strengthened cost control and operational efficiency[46](index=46&type=chunk) [Business Development in Europe, the United States, and Other Potential Markets](index=16&type=section&id=Business%20Development%20in%20Europe%2C%20the%20United%20States%20and%20Other%20Potential%20Markets) Europe remains the largest market, contributing 31.8% of total revenue despite cautious ordering, while the US market share declined to 15.2% due to tariff concerns, prompting the Group to diversify production and expand into other regions like Mexico, Canada, Australia, and Dubai, which saw a 52.3% year-on-year revenue increase to 34.2% of total - Europe remains the **largest market**, contributing **31.8% of total revenue**, though customers remain cautious in placing orders[47](index=47&type=chunk) - The US market contributed **15.2% of total revenue** (33.8% in the same period of 2024), affected by reciprocal tariff policies, leading to some order backlogs[48](index=48&type=chunk) - Other regions (Mexico, Canada, Australia, and Dubai) contributed **34.2% of total revenue**, representing a **52.3% year-on-year increase**[49](index=49&type=chunk) - The Group established a team in the first half of 2025 dedicated to developing online business and participating in renowned export online platforms[49](index=49&type=chunk) [Retail Business Development in China and Hong Kong](index=16&type=section&id=Retail%20Business%20Development%20in%20China%20and%20Hong%20Kong) The Group strategically reallocated resources by terminating all retail operations in China and Hong Kong in June 2025 to fully focus on an export-oriented business model, aiming to enhance operational efficiency and capitalize on international market opportunities - The Group terminated all its retail businesses in China and Hong Kong in June 2025, shifting its focus entirely to an **export-oriented business model**[50](index=50&type=chunk) - This strategic move aims to **enhance operational efficiency** and seize international market opportunities[50](index=50&type=chunk) [Financial Review](index=16&type=section&id=Financial%20Review) During the reporting period, the Group's revenue decreased by 44.2% to RMB 41.9 million due to macroeconomic factors, with a slight gross margin decline to 26.7%, but net loss significantly reduced by 67.1% to RMB 30.4 million, primarily due to the absence of a prior-year one-off provision for related company receivables, while selling and distribution expenses decreased and finance costs increased Key Financial Indicators Change (RMB million) | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 41.9 | 75.1 | -44.2% | | Gross Profit | 11.2 | 20.3 | -44.8% | | Gross Profit Margin | 26.7% | 27.0% | -0.3pp | | Net Loss | (30.4) | (92.3) | -67.1% | | Cost of Sales | 30.7 | 54.8 | -44.0% | | Other Income and Gains | 0.4 | 0.1 | +300% | | Selling and Distribution Expenses | 8.4 | 21.0 | -60.0% | | Administrative Expenses | 22.1 | 22.3 | -0.9% | | Finance Costs | 11.0 | 8.0 | +37.5% | - The reduction in net loss is primarily due to a **one-off provision of approximately RMB 60.6 million** made by the Group for amounts due from related companies for the six months ended June 30, 2024, which did not recur in the current period[52](index=52&type=chunk)[53](index=53&type=chunk) - The significant decrease in selling and distribution expenses is mainly attributable to the **scaling down of the Hong Kong retail segment**, including reduced depreciation of right-of-use assets related to retail stores, and lower sales representative salaries and delivery costs due to store closures[58](index=58&type=chunk) - The increase in finance costs is primarily due to **higher interest on bank and other borrowings and shareholder loans** for the six months ended June 30, 2025[60](index=60&type=chunk) [Liquidity and Financial Resources](index=19&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group had high interest-bearing bank and other borrowings and shareholder loans, resulting in a net liability position and an inapplicable gearing ratio, with no significant contingent liabilities and ongoing monitoring of foreign exchange risk for potential hedging Borrowing Status (RMB million) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Interest-bearing bank and other borrowings | 121.9 | 131.9 | | Shareholder loans | 108.5 | 118.7 | - The annual interest rates for borrowings range from **5.0% to 8.0%**[61](index=61&type=chunk) - The Group has fallen into a **net liability position**, rendering the gearing ratio inapplicable[63](index=63&type=chunk) - The Group has **no significant contingent liabilities**[64](index=64&type=chunk) - The Group faces foreign exchange risk from fluctuations in the USD against the RMB and will continue to monitor this closely, implementing hedging arrangements when appropriate[65](index=65&type=chunk) [Going Concern](index=20&type=section&id=Going%20Concern) The Group faces significant going concern uncertainties due to its loss for the period and net liability position, but management has implemented plans including financial support from the controlling shareholder, external financing, and enhanced cost control and receivables collection, which the Board deems appropriate for the going concern basis, despite remaining uncertainties regarding their ultimate success - The Group incurred a **loss attributable to owners of the Company of approximately RMB 28,886,000** for the six months ended June 30, 2025, and as of June 30, 2025, had **net current liabilities of approximately RMB 191,259,000** and **net liabilities of approximately RMB 238,516,000**, raising significant doubt about its ability to continue as a going concern[66](index=66&type=chunk) - The controlling shareholder, Mr. Tse Kam Pang, has provided an unsecured loan facility of up to **HK$200,000,000**, with approximately **HK$61,424,000** unutilized as of June 30, 2025, and has committed not to demand repayment of his loan of approximately **RMB 108,497,000** within the next twelve months[66](index=66&type=chunk) - Management plans to secure external funding, enhance cost control, and accelerate the collection of trade and other receivables to improve working capital, liquidity, and cash flow[68](index=68&type=chunk) - Despite the Board's belief that the going concern assumption is appropriate, significant uncertainties related to the Group's ability to continue as a going concern remain due to the uncertain outcome of these plans and measures[69](index=69&type=chunk)[71](index=71&type=chunk) [Human Resources Management](index=21&type=section&id=Human%20Resources%20Management) The Group values its employees as indispensable assets, offering continuous development through regular training and corporate culture education, providing competitive compensation and benefits, and regularly reviewing human resources and remuneration policies, employing 270 staff with total salary and related costs of approximately RMB 15.9 million for the period - The Group provides continuous training and career development opportunities to its employees through regular comprehensive training and corporate culture education[70](index=70&type=chunk) - As of June 30, 2025, the Group employed **270 staff** (December 31, 2024: 220 staff)[70](index=70&type=chunk) - Total salaries and related costs (excluding directors' emoluments) for the six months ended June 30, 2025, amounted to approximately **RMB 15.9 million** (same period in 2024: approximately RMB 24.6 million)[70](index=70&type=chunk) [Share Schemes](index=22&type=section&id=Share%20Schemes) The Company operates a share option scheme and a restricted share award scheme to incentivize employees, with no options granted or exercised during the period, and the trustee of the restricted share award scheme holding 75,812,000 shares as treasury shares, representing 2.30% of issued shares [Share Option Scheme](index=22&type=section&id=Share%20Option%20Scheme) The Company adopted a share option scheme on December 10, 2016, to incentivize eligible individuals, with no options granted or outstanding under the scheme from its adoption date through June 30, 2025 - The Company adopted a share option scheme on **December 10, 2016**, to grant options to eligible persons as an incentive or reward for their contributions[72](index=72&type=chunk) - No share options were granted by the Company under the share option scheme from its adoption date up to and including June 30, 2025, and there were **no outstanding share options** under the scheme as of January 1, 2025, and June 30, 2025[73](index=73&type=chunk) [Restricted Share Award Scheme](index=22&type=section&id=Restricted%20Share%20Award%20Scheme) The Company adopted a restricted share award scheme on August 29, 2019, for employee retention and incentive, with the trustee not acquiring any shares in the first half of 2025 and holding 75,812,000 shares as treasury shares, representing 2.30% of issued shares, as of June 30, 2025 - The Company adopted a restricted share award scheme on **August 29, 2019**, as an incentive to retain and motivate employees[74](index=74&type=chunk) - The trustee of the share award scheme **did not acquire any shares** during the first half of 2025[74](index=74&type=chunk) - As of June 30, 2025, **75,812,000 shares** acquired and held by the trustee under the share award scheme were treated as treasury shares, representing **2.30% of the issued shares**[74](index=74&type=chunk) [Outlook and Prospects](index=22&type=section&id=Outlook%20and%20Prospects) For the second half of 2025, the Group anticipates continued uncertainty in the furniture market and plans to implement a multi-channel sales strategy, integrating online and offline platforms, enhancing online visibility, and actively participating in B2B e-commerce platforms, with new management focused on optimizing cost control, maintaining robust cash flow, and strengthening R&D for sustainable growth - The furniture market is expected to face **continued uncertainty and significant challenges** in the second half of 2025[75](index=75&type=chunk) - The Group will leverage a **strong multi-channel sales strategy**, integrating online and offline platforms, enhancing online visibility, and has registered as an online exhibitor on B2B e-commerce platforms[75](index=75&type=chunk) - The core of the company's strategy is driven by a dynamic new management team committed to **optimizing cost control, maintaining robust cash flow, and strengthening R&D capabilities** to achieve sustainable growth[76](index=76&type=chunk) [Other Information](index=23&type=section&id=Other%20Information) This section discloses that during the reporting period, the Company and its subsidiaries neither purchased, redeemed, nor sold any listed securities, nor made any significant acquisitions or disposals of subsidiaries, associates, or joint ventures, held any significant investments, or had any board-authorized plans for major investments or capital asset increases - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[77](index=77&type=chunk) - For the six months ended June 30, 2025, the Group made **no significant acquisitions or disposals** of any subsidiaries, associates, or joint ventures[78](index=78&type=chunk) - As of June 30, 2025, the Group held **no significant investments** other than those disclosed in this announcement[79](index=79&type=chunk) - As of the date of this announcement, the Board has **not authorized any plans for significant investments** or additions to capital assets[80](index=80&type=chunk) [Standard Code for Securities Transactions](index=23&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The Company has adopted the Standard Code for Securities Transactions as set out in Appendix C3 of the Listing Rules, and all current directors have confirmed full compliance during the reporting period - The Company has adopted the **Standard Code for Securities Transactions by Directors of Listed Issuers** as set out in Appendix C3 of the Listing Rules[81](index=81&type=chunk) - All current directors have confirmed their **full compliance** with the required standards for directors' securities transactions as set out in the Standard Code during the reporting period[81](index=81&type=chunk) [Corporate Governance](index=24&type=section&id=Corporate%20Governance) The Company is committed to maintaining high corporate governance standards to protect shareholder interests, with the Board reviewing practices and confirming compliance with all code provisions and recommended best practices of the Corporate Governance Code, except for management not providing monthly updates to the Board - The Company is committed to maintaining **high standards of corporate governance** to safeguard the interests of its shareholders and enhance corporate value and accountability[82](index=82&type=chunk) - The Board has reviewed the Company's corporate governance practices and is satisfied that, save for management not providing monthly updates to the Board, the Company has complied with **all code provisions and recommended best practices** of the Corporate Governance Code during the reporting period and up to the date of this announcement[82](index=82&type=chunk)[83](index=83&type=chunk) [Audit Committee and Review of Unaudited Interim Results](index=24&type=section&id=Audit%20Committee%20and%20Review%20of%20Unaudited%20Interim%20Results) The Company's Audit Committee, comprising four independent non-executive directors, has reviewed the Group's unaudited interim results and report for the six months ended June 30, 2025, with management, deeming them compliant with applicable accounting standards, Listing Rules, and legal requirements, and adequately disclosed - The Audit Committee comprises **four independent non-executive directors**, with at least one member possessing recognized professional accounting qualifications and/or extensive experience in auditing and accounting[84](index=84&type=chunk) - The Audit Committee, together with the Company's management, has reviewed the Group's unaudited interim results and interim report for the six months ended June 30, 2025, and is satisfied that they comply with applicable accounting standards, the Listing Rules, and legal requirements, and that **adequate disclosures have been made**[84](index=84&type=chunk) [Interim Dividend](index=24&type=section&id=Interim%20Dividend) The Board has resolved not to declare any interim dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board has resolved **not to declare any interim dividend** for the six months ended June 30, 2025 (June 30, 2024: Nil)[85](index=85&type=chunk) [Events After Reporting Period](index=25&type=section&id=Events%20After%20Reporting%20Period) No significant events have occurred after the reporting period up to the date of this announcement - No significant events have occurred after the reporting period up to the date of this announcement[86](index=86&type=chunk) [Publication of Unaudited Interim Results Announcement and Interim Report](index=25&type=section&id=Publication%20of%20Unaudited%20Interim%20Results%20Announcement%20and%20Interim%20Report) This unaudited interim results announcement has been published on the HKEXnews website and the Company's website, with the unaudited interim report for the reporting period to be dispatched to shareholders and published on these websites by September 30, 2025 - This unaudited interim results announcement has been published on the HKEXnews website (www.hkexnews.hk) and the Company's website (www.theregalpartners.com)[87](index=87&type=chunk) - The Company's unaudited interim report for the reporting period will be dispatched to the Company's shareholders and published on the aforementioned websites on or before **September 30, 2025**[87](index=87&type=chunk) [Acknowledgement](index=25&type=section&id=Acknowledgement) The Board extends its sincere gratitude to the management team and staff for their contributions and dedication, and thanks shareholders and business partners for their strong support of the Group - The Board extends its sincere gratitude to the management team and staff for their contributions and dedication, and thanks shareholders and business partners for their strong support of the Group[88](index=88&type=chunk) [Board of Directors](index=25&type=section&id=Board%20of%20Directors) As of the announcement date, the executive directors include Mr. Chuang Tsz Yee (Chairman), Mr. Tse Woon Cheung, Mr. Tse Hok Kan, and Mr. Chan Wing Kit, while the independent non-executive directors are Professor Sit Wing Hung, Professor Lee Chack Fan, Professor Kwan Pun Fong, and Ms. Chan Kin Wah - The executive directors are Mr. Chuang Tsz Yee (Chairman), Mr. Tse Woon Cheung, Mr. Tse Hok Kan, and Mr. Chan Wing Kit[89](index=89&type=chunk) - The independent non-executive directors are Professor Sit Wing Hung, Professor Lee Chack Fan, Professor Kwan Pun Fong, and Ms. Chan Kin Wah[89](index=89&type=chunk)

[Condensed Consolidated Interim Results](index=1&type=section&id=Condensed%20Consolidated%20Interim%20Results) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group achieved revenue of HKD 6,764 thousand in H1 2025, reversing last year's zero revenue, and reported an operating profit of HKD 236 thousand, a significant improvement from a loss of HKD 5,854 thousand in the prior period, with profit attributable to owners of the Company at HKD 290 thousand and basic earnings per share of HKD 0.01 cent Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended 30 June) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 6,764 | – | | Cost of sales | (4,058) | – | | Gross profit | 2,706 | – | | Other income | 1 | 33 | | Distribution and general operating expenses | (2,471) | (5,887) | | Operating profit/(loss) | 236 | (5,854) | | Finance costs | – | (14) | | Profit/(loss) before tax | 236 | (5,868) | | Income tax expense | – | – | | Profit/(loss) for the period | 236 | (5,868) | | Other comprehensive (loss)/income for the period | (178) | 1,377 | | Total comprehensive income/(loss) for the period | 58 | (4,491) | | Profit/(loss) for the period attributable to owners of the Company | 290 | (5,842) | | Profit/(loss) for the period attributable to non-controlling interests | (54) | (26) | | Total comprehensive income/(loss) for the period attributable to owners of the Company | 70 | (4,432) | | Total comprehensive income/(loss) for the period attributable to non-controlling interests | (12) | (59) | | Basic and diluted earnings/(loss) per share (HK cents) | 0.01 | (0.03) | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's net current liabilities and net liabilities both stood at approximately HKD 212,617 thousand, indicating ongoing financial pressure, with total assets of HKD 1,975 thousand and total liabilities of HKD 214,592 thousand Condensed Consolidated Statement of Financial Position (As at 30 June 2025) | Indicator | 30 June 2025 (HKD thousands) | 31 December 2024 (HKD thousands) | | :--- | :--- | :--- | | **Non-current assets** | | | | Property, plant and equipment | – | – | | Equity investments at fair value through other comprehensive income | – | – | | **Current assets** | | | | Trade and other receivables | 1,766 | 143 | | Bank and cash balances | 209 | 202 | | **Current liabilities** | | | | Trade and other payables | 113,507 | 112,006 | | Loan from a shareholder | 101,085 | 101,014 | | Net current liabilities | (212,617) | (212,675) | | Net liabilities | (212,617) | (212,675) | | **Capital and reserves** | | | | Share capital | 2,035,287 | 2,035,287 | | Reserves | (2,249,130) | (2,249,200) | | Equity attributable to owners of the Company | (213,843) | (213,913) | | Non-controlling interests | 1,226 | 1,238 | | Total equity | (212,617) | (212,675) | [Condensed Consolidated Statement of Changes in Equity](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, equity attributable to owners of the Company deficit increased from HKD 202,187 thousand on January 1, 2024, to HKD 213,843 thousand, but slightly improved from HKD 213,913 thousand on January 1, 2025, with total comprehensive income for the period at HKD 58 thousand Condensed Consolidated Statement of Changes in Equity (For the six months ended 30 June) | Indicator | 1 January 2024 (HKD thousands) | 30 June 2024 (HKD thousands) | 1 January 2025 (HKD thousands) | 30 June 2025 (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Total equity attributable to owners of the Company | (202,187) | (206,619) | (213,913) | (213,843) | | Non-controlling interests | 1,369 | 1,310 | 1,238 | 1,226 | | Total | (200,818) | (205,309) | (212,675) | (212,617) | | Total comprehensive income/(loss) for the period (attributable to owners of the Company) | – | (4,432) | – | 70 | | Total comprehensive income/(loss) for the period (attributable to non-controlling interests) | – | (59) | – | (12) | | Total comprehensive income/(loss) for the period | – | (4,491) | – | 58 | [Condensed Consolidated Statement of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash generated from operating activities was HKD 14 thousand, compared to HKD 119 thousand in the prior period, with zero net cash used in financing activities and cash and cash equivalents at period-end of HKD 209 thousand Condensed Consolidated Statement of Cash Flows (For the six months ended 30 June) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Net cash generated from operating activities | 14 | 119 | | Net cash used in financing activities | – | (644) | | Net increase/(decrease) in cash and cash equivalents | 14 | (525) | | Cash and cash equivalents at beginning of period | 202 | 874 | | Effect of foreign exchange rate changes | (7) | 16 | | Cash and cash equivalents at end of period | 209 | 365 | | Bank and cash balances | 209 | 365 | [Notes to the Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [1. General Information](index=6&type=section&id=1.%20General%20Information) Rightway Group Holdings Limited is an investment holding company primarily engaged in high-tech electric vehicle development, battery management systems and spare parts sales, advanced battery materials development, and newly added in-car audio-visual and short drama business in 2025 - The Company's principal businesses include the development and sales of high-tech electric vehicles, battery management systems and spare parts, advanced battery materials, with new in-car audio-visual and short drama business added in 2025[7](index=7&type=chunk) [2. Basis of Preparation](index=6&type=section&id=2.%20Basis%20of%20Preparation) The condensed financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" issued by the HKICPA and the Listing Rules, consistent with accounting policies used for the 2024 annual financial statements - The condensed financial statements comply with HKAS 34 and the Listing Rules, with accounting policies consistent with the 2024 annual financial statements[8](index=8&type=chunk) [3. Going Concern Basis](index=7&type=section&id=3.%20Going%20Concern%20Basis) As of June 30, 2025, the Group faces net current liabilities and net liabilities of approximately HKD 216,617 thousand, indicating significant uncertainty regarding its ability to continue as a going concern, relying on shareholder support, new share subscriptions, and convertible bond issuance - The Group faces net current liabilities and net liabilities of approximately **HKD 216,617 thousand**, indicating significant uncertainty regarding its ability to continue as a going concern[9](index=9&type=chunk) - Going concern is dependent on financial support from shareholders, new share subscriptions, and convertible bond issuance[9](index=9&type=chunk) - The Group has taken measures to improve its financial position, including resuming business operations, securing a **HKD 50,000,000** loan, and a shareholder extending the maturity date of a **HKD 101,014,000** loan[10](index=10&type=chunk)[11](index=11&type=chunk) [4. Adoption of New and Revised Hong Kong Financial Reporting Standards](index=8&type=section&id=4.%20Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group has adopted all new and revised HKFRSs effective January 1, 2025, without significant changes to accounting policies or financial statement presentation, while the impact of standards not yet effective is being assessed - The Group has adopted all new and revised HKFRSs effective, resulting in no significant changes to accounting policies or financial statement presentation[12](index=12&type=chunk) [5. Revenue and Segment Information](index=9&type=section&id=5.%20Revenue%20and%20Segment%20Information) In H1 2025, the Group generated total revenue of HKD 6,764 thousand, primarily from battery management systems and spare parts sales (HKD 5,690 thousand) and in-car audio-visual and short drama business (HKD 1,074 thousand), all from the China market, achieving a total segment profit of HKD 1,957 thousand Reportable Segment Revenue and Profit/(Loss) (For the six months ended 30 June) | Segment Business | H1 2025 Revenue (HKD thousands) | H1 2025 Segment Profit/(Loss) (HKD thousands) | H1 2024 Revenue (HKD thousands) | H1 2024 Segment Loss (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | In-car audio-visual and short drama business | 1,074 | 423 | – | – | | High-tech electric vehicles | – | (261) | – | (1,993) | | Battery management systems and spare parts | 5,690 | 1,908 | – | (194) | | Advanced battery materials | – | (113) | – | (66) | | **Total** | **6,764** | **1,957** | **–** | **(2,253)** | - All revenue is derived from the China market and recognized at a point in time[16](index=16&type=chunk)[17](index=17&type=chunk) [6. Finance Costs](index=12&type=section&id=6.%20Finance%20Costs) For the six months ended June 30, 2025, the Group incurred no finance costs, compared to HKD 14 thousand in the prior period Finance Costs (For the six months ended 30 June) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Finance costs | – | (14) | [7. Income Tax Expense](index=13&type=section&id=7.%20Income%20Tax%20Expense) For the six months ended June 30, 2025, the Group had no income tax expense as no assessable profits were generated in Hong Kong - The Group generated no assessable profits in Hong Kong, resulting in no income tax expense for the current and prior periods[22](index=22&type=chunk) [8. Profit/(Loss) for the Period](index=13&type=section&id=8.%20Profit%2F%28Loss%29%20for%20the%20Period) The Group's profit for the period was primarily influenced by the cost of inventories sold and employee costs, with the latter significantly decreasing from HKD 2,836 thousand in the prior period to HKD 914 thousand Components of Profit/(Loss) for the Period (For the six months ended 30 June) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Cost of inventories sold | 4,058 | – | | Depreciation | – | 54 | | Employee costs (salaries, bonuses and allowances) | 862 | 2,616 | | Employee costs (retirement benefit scheme contributions) | 52 | 220 | | **Total employee costs** | **914** | **2,836** | [9. Dividends](index=13&type=section&id=9.%20Dividends) The Board of Directors did not recommend or declare any dividends during the period - The Board of Directors did not recommend or declare any dividends during the current and prior periods[24](index=24&type=chunk) [10. Earnings/(Loss) Per Share](index=14&type=section&id=10.%20Earnings%2F%28Loss%29%20Per%20Share) For the six months ended June 30, 2025, basic earnings per share were HKD 0.01 cent, a turnaround from a loss of HKD 0.03 cent per share in the prior period, with all potential ordinary shares having an anti-dilutive effect Earnings/(Loss) Per Share (For the six months ended 30 June) | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit/(loss) attributable to owners of the Company (HKD thousands) | 290 | (5,842) | | Weighted average number of ordinary shares in issue (shares) | 20,352,873,000 | 20,352,873,000 | | Basic earnings/(loss) per share (HK cents) | 0.01 | (0.03) | - All potential ordinary shares had an anti-dilutive effect in the current and prior periods[26](index=26&type=chunk) [11. Property, Plant and Equipment](index=14&type=section&id=11.%20Property%2C%20Plant%20and%20Equipment) The Group did not acquire any property, plant, and equipment during the period - The Group did not acquire any property, plant, and equipment during the current and prior periods[27](index=27&type=chunk) [12. Trade and Other Receivables](index=14&type=section&id=12.%20Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables significantly increased to HKD 1,766 thousand from HKD 143 thousand on December 31, 2024, with trade receivables of HKD 1,618 thousand all aged within 0 to 60 days Trade and Other Receivables (As at 30 June 2025) | Indicator | 30 June 2025 (HKD thousands) | 31 December 2024 (HKD thousands) | | :--- | :--- | :--- | | Trade receivables | 1,618 | – | | Prepayments to a supplier | 332,641 | 332,641 | | Prepayments to other parties | 4,557 | 4,537 | | Deposits and other receivables | 109,687 | 108,660 | | Less: Impairment losses | (446,737) | (445,695) | | **Total** | **1,766** | **143** | - The average credit period granted to trade customers is **30 to 90 days**, with all trade receivables aged within **0 to 60 days**[29](index=29&type=chunk)[31](index=31&type=chunk) [13. Trade and Other Payables](index=15&type=section&id=13.%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables slightly increased to HKD 113,507 thousand from HKD 112,006 thousand on December 31, 2024, with trade payables of HKD 5,414 thousand all aged over 360 days Trade and Other Payables (As at 30 June 2025) | Indicator | 30 June 2025 (HKD thousands) | 31 December 2024 (HKD thousands) | | :--- | :--- | :--- | | Trade payables | 5,414 | 5,234 | | Amount due to a director | 2,071 | 2,071 | | Accrued expenses and other payables | 106,022 | 104,701 | | **Total** | **113,507** | **112,006** | - All trade payables are aged over **360 days**[32](index=32&type=chunk) [14. Loan from a Shareholder](index=16&type=section&id=14.%20Loan%20from%20a%20Shareholder) As of June 30, 2025, the loan from a shareholder amounted to HKD 101,085 thousand, which is unsecured, interest-free, and repayable on demand - The loan from a shareholder is **HKD 101,085 thousand**, unsecured, interest-free, and repayable on demand[4](index=4&type=chunk)[33](index=33&type=chunk) [15. Share Capital](index=16&type=section&id=15.%20Share%20Capital) As of June 30, 2025, the Company's authorized share capital was HKD 80,000,000 thousand, with issued and fully paid share capital of HKD 2,035,287 thousand, comprising 20,352,872,747 shares, consistent with the prior period Share Capital (As at 30 June 2025) | Indicator | 30 June 2025 (HKD thousands) | 31 December 2024 (HKD thousands) | | :--- | :--- | :--- | | Authorized share capital | 80,000,000 | 80,000,000 | | Issued and fully paid share capital | 2,035,287 | 2,035,287 | [16. Related Party Transactions](index=17&type=section&id=16.%20Related%20Party%20Transactions) As of June 30, 2025, the Group's amount due to a related party was HKD 8,719 thousand, consistent with December 31, 2024 Amount Due to a Related Party (As at 30 June 2025) | Indicator | 30 June 2025 (HKD thousands) | 31 December 2024 (HKD thousands) | | :--- | :--- | :--- | | Amount due to a related party | 8,719 | 8,719 | [17. Events After the Reporting Period](index=17&type=section&id=17.%20Events%20After%20the%20Reporting%20Period) Subsequent to the reporting period, a shareholder agreed to extend the maturity date of a loan of approximately HKD 101,014,000 to July 14, 2027, or until the Group is able to repay - Subsequent to the reporting period, a shareholder agreed to extend the maturity date of a loan of approximately **HKD 101,014,000** to July 14, 2027[38](index=38&type=chunk) [18. Approval of Condensed Consolidated Financial Statements](index=17&type=section&id=18.%20Approval%20of%20Condensed%20Consolidated%20Financial%20Statements) The interim financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025 - The interim financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025[39](index=39&type=chunk) [Management Discussion and Analysis and Other Information](index=18&type=section&id=Management%20Discussion%20and%20Analysis%20and%20Other%20Information) [Business Review](index=18&type=section&id=Business%20Review) The Group primarily engages in battery management systems and spare parts, high-tech electric vehicles, and advanced battery materials, with new in-car audio-visual and short drama business added in 2025, achieving a turnaround to profit of approximately HKD 300 thousand attributable to owners of the Company in H1 2025 through cost control and business resumption - The Group's principal businesses include the development and sales of battery management systems and spare parts, high-tech electric vehicles, and advanced battery materials, with new in-car audio-visual and short drama business added in 2025[40](index=40&type=chunk) - Uncertain macroeconomic environment and conservative market sentiment adversely impacted electric vehicle development[40](index=40&type=chunk) - Receipt of battery management system and spare parts sales orders in Q2 2025 marked business resumption and indicated growth potential[40](index=40&type=chunk) - The Group implemented strict cost control, reducing distribution and general operating expenses to approximately **HKD 2,500 thousand** (H1 2024: HKD 5,900 thousand)[41](index=41&type=chunk) - The Group turned profitable in the period, achieving approximately **HKD 200 thousand** (H1 2024: loss of HKD 5,900 thousand), with profit attributable to owners of the Company of approximately **HKD 300 thousand** (H1 2024: loss of HKD 5,800 thousand)[41](index=41&type=chunk) [Prospects and Business Development of the Group](index=20&type=section&id=Prospects%20and%20Business%20Development%20of%20the%20Group) The Group is committed to global automotive industry development and new business expansion, with the new in-car audio-visual and short drama business addressing smart car entertainment needs, while electric vehicle industrialization, despite core technology mastery, is hindered by external factors and awaits financing - The Group has a long-standing commitment to the global automotive industry and has witnessed its continuous evolution[42](index=42&type=chunk) [In-car Audio-visual and Short Drama Business](index=20&type=section&id=In-car%20Audio-visual%20and%20Short%20Drama%20Business) The Group launched its in-car audio-visual and short drama business in 2025 to capitalize on the demand for in-car entertainment and digital short drama content driven by new energy vehicle growth, aiming for revenue diversification - The Group launched its in-car audio-visual and short drama business in 2025 to seize market opportunities in automotive entertainment and digital short drama content[43](index=43&type=chunk) - This new business aims to expand the business scope and diversify revenue streams leveraging technological advantages[43](index=43&type=chunk) [Electric Vehicle Development](index=21&type=section&id=Electric%20Vehicle%20Development) The Group has over a decade of experience in electric vehicle development, mastering core technologies and producing prototypes, but industrialization has been stalled by the COVID-19 pandemic and macroeconomic uncertainties, with future plans to initiate production through financing - The Group has been engaged in electric vehicle development for over a decade, mastering core technologies across all major areas and components[44](index=44&type=chunk) - Operations were impacted after the COVID-19 outbreak, with no significant progress in industrialization transition[44](index=44&type=chunk) - Subject to financing opportunities, the Group plans to initiate industrialization development, including facility renovation, procurement of production robotic arms, optimization of manufacturing processes, and obtaining mass production licenses[44](index=44&type=chunk) - Global economic uncertainties, trade frictions, and exchange rate fluctuations will continue to impact the Group's development plans, and the Group will actively explore financing opportunities[45](index=45&type=chunk) [Proposed Acquisition](index=22&type=section&id=Proposed%20Acquisition) The Group is proceeding with the acquisition of Best Knob International Limited, a car parts manufacturer, aiming for synergistic benefits through integration of powertrain and battery packs, expanded manufacturing capabilities, sales channel expansion, and accelerated R&D to secure stable revenue and improve profitability - The Group is proceeding with the acquisition of all equity in Best Knob International Limited and its subsidiaries, primarily engaged in car parts manufacturing[47](index=47&type=chunk) - The acquisition aims to generate synergies through integrating powertrain and battery packs, expanding manufacturing capabilities, broadening sales channels, and accelerating R&D[47](index=47&type=chunk) [Financing Opportunities](index=23&type=section&id=Financing%20Opportunities) The Board is actively exploring various financing options, including equity and debt financing, rights issues, public offerings, or bank loans, to support business development, having recently secured ongoing support from major shareholders and a HKD 50,000,000 loan - The Board is actively exploring various financing options, including equity financing, debt financing, rights issues, public offerings, or bank loans[48](index=48&type=chunk) - The Group has secured continuous financial support from major shareholders and obtained a **HKD 50,000,000** loan facility on July 10, 2025[48](index=48&type=chunk) [Material Acquisitions or Disposals](index=23&type=section&id=Material%20Acquisitions%20or%20Disposals) Aside from the ongoing acquisition of Best Knob International Limited, the Group had no other material acquisitions or disposals of assets during the period, with the acquisition consideration revised to HKD 228,000,000, payable via promissory notes, and currently uncompleted - Aside from the Best Knob International Limited acquisition, the Group had no other material acquisitions or disposals of assets during the period[49](index=49&type=chunk) - The consideration for the Best Knob International Limited acquisition has been revised to **HKD 228,000,000**, payable through the issuance of promissory notes, and is currently uncompleted[51](index=51&type=chunk) [Fundraising Activities During the Period](index=24&type=section&id=Fundraising%20Activities%20During%20the%20Period) During the period, the Group undertook two main fundraising activities: a subscription agreement with Mr. Zhou Zu'an for HKD 100,000,000 convertible bonds and a subscription agreement with M6 Investments L.L.C. for 2,000,000,000 shares, both uncompleted, with convertible bond proceeds earmarked for acquisition settlement, business development, and general working capital - The Group entered into a subscription agreement with Mr. Zhou Zu'an for the issuance of **HKD 100,000,000** principal amount, 5% annual interest, two-year convertible bonds, with an initial conversion price of **HKD 0.10** per share[52](index=52&type=chunk) - The Group entered into a subscription agreement with M6 Investments L.L.C. for the subscription of **2,000,000,000** shares at **HKD 0.10** per share, with the deadline extended to June 30, 2025[53](index=53&type=chunk) - Both subscription matters remain uncompleted[53](index=53&type=chunk)[54](index=54&type=chunk) - Net proceeds from the convertible bonds, approximately **HKD 99,500,000**, are intended for 50% settlement of acquisition promissory notes, 30% for business development working capital, and 20% for general working capital[54](index=54&type=chunk) [Contingent Liabilities](index=26&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[57](index=57&type=chunk) [Material Investments](index=26&type=section&id=Material%20Investments) During the period, the Group held no material investments and had no plans for material investments or capital assets for the year ending December 31, 2025 - During the period, the Group held no material investments and had no plans for material investments or capital assets for the year ending December 31, 2025[58](index=58&type=chunk) [Post-Reporting Period Events](index=26&type=section&id=Post-Reporting%20Period%20Events) Significant events occurring after the reporting period are detailed in Note 17 to the condensed consolidated interim financial statements - Significant events occurring after the reporting period are detailed in Note 17 to the condensed consolidated interim financial statements[59](index=59&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=26&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) During the period, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and no treasury shares were held as of June 30, 2025 - During the period, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and no treasury shares were held[60](index=60&type=chunk) [Liquidity and Financial Resources, Capital Structure and Treasury Policy](index=26&type=section&id=Liquidity%20and%20Financial%20Resources%2C%20Capital%20Structure%20and%20Treasury%20Policy) As of June 30, 2025, the Group reported a total equity deficit of approximately HKD 212,600 thousand, a capital gearing ratio of approximately 100.9%, net current liabilities of approximately HKD 212,600 thousand, and cash and cash equivalents of HKD 200 thousand, managing liquidity risk with a conservative and balanced treasury policy Overview of Liquidity and Financial Resources | Indicator | 30 June 2025 (HKD thousands) | 31 December 2024 (HKD thousands) | | :--- | :--- | :--- | | Total equity deficit | 212,600 | 212,700 | | Capital gearing ratio | 100.9% | 100.2% | | Net current liabilities | 212,600 | 212,700 | | Cash and cash equivalents | 200 | 200 | - The Group has no borrowings and adopts a conservative and balanced treasury policy to manage liquidity risk[63](index=63&type=chunk) [Pledge of the Group's Assets](index=27&type=section&id=Pledge%20of%20the%20Group%27s%20Assets) As of June 30, 2025, the Group had not pledged any assets - As of June 30, 2025, the Group had not pledged any assets[64](index=64&type=chunk) [Exchange Rate Fluctuation Risk and Any Related Hedging](index=27&type=section&id=Exchange%20Rate%20Fluctuation%20Risk%20and%20Any%20Related%20Hedging) The Group's revenue and expenses are predominantly denominated in RMB, HKD, and/or USD, thus it does not face significant foreign exchange fluctuation risk and has not employed any financial instruments for hedging - The Group does not face significant foreign exchange fluctuation risk, therefore no financial instruments were used for hedging[65](index=65&type=chunk) [Human Resources and Remuneration Policy](index=28&type=section&id=Human%20Resources%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had 23 employees, with employee costs (including directors' emoluments) of approximately HKD 900 thousand, a significant decrease from the prior period, and a remuneration policy based on performance, potentially including share options Human Resources Overview | Indicator | 30 June 2025 | 31 December 2024 | | :--- | :--- | :--- | | Number of employees | 23 | 22 | Employee Costs (For the six months ended 30 June) | Indicator | H1 2025 (HKD thousands) | H1 2024 (HKD thousands) | | :--- | :--- | :--- | | Employee costs (including directors' emoluments) | 900 | 2,800 | - The Group's remuneration policy is performance-based and may include share options to attract, retain, and motivate employees[66](index=66&type=chunk) [Corporate Governance](index=28&type=section&id=Corporate%20Governance) The Company is committed to maintaining high corporate governance standards, ensuring transparency, effective protection of shareholder interests, and enhancing corporate value, adhering to the principles and code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules during the period - The Company is committed to maintaining high corporate governance standards and complies with the principles and code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules[67](index=67&type=chunk) [Standard Code for Directors' Securities Transactions](index=28&type=section&id=Standard%20Code%20for%20Directors%27%20Securities%20Transactions) The Company has adopted a standard code governing directors' securities transactions, and all directors confirmed compliance with this code during the period - The Company has adopted a standard code governing directors' securities transactions, and all directors confirmed compliance with this code during the period[68](index=68&type=chunk) [Review of Financial Statements](index=28&type=section&id=Review%20of%20Financial%20Statements) The Company's Audit Committee reviewed and discussed the Group's condensed consolidated financial statements and this announcement for the period with management, without objection - The Audit Committee reviewed and discussed the financial statements and announcement for the period with management, without objection[69](index=69&type=chunk) [Publication of 2025 Interim Results Announcement and Interim Report](index=29&type=section&id=Publication%20of%202025%20Interim%20Results%20Announcement%20and%20Interim%20Report) This announcement has been published on the HKEX and Company websites, and the interim report will be dispatched to shareholders in due course - This announcement has been published on the HKEX and Company websites, and the interim report will be dispatched to shareholders in due course[70](index=70&type=chunk) [Continued Suspension of Trading](index=29&type=section&id=Continued%20Suspension%20of%20Trading) The Company's shares have been suspended from trading on the HKEX since April 1, 2025, and will remain suspended pending fulfillment of resumption guidance - The Company's shares have been suspended from trading on the HKEX since April 1, 2025, and will remain suspended pending fulfillment of resumption guidance[71](index=71&type=chunk) [By Order of the Board](index=29&type=section&id=By%20Order%20of%20the%20Board) This announcement was approved by the Board of Directors on August 29, 2025, and signed by Chairman Mr. Shan Chuanlong, with the Board comprising two executive, two non-executive, and three independent non-executive directors as of the announcement date - The Board of Directors approved this announcement on August 29, 2025[73](index=73&type=chunk) - The Board of Directors comprises two executive directors, two non-executive directors, and three independent non-executive directors[73](index=73&type=chunk)

[Company Announcement Information](index=1&type=section&id=Company%20Announcement%20Information) This section covers disclaimers, company basic information, and the board's announcement regarding the unaudited interim results [Disclaimer](index=1&type=section&id=Disclaimer) The Stock Exchange of Hong Kong Limited and Hong Kong Exchanges and Clearing Limited disclaim responsibility for this announcement's content, accuracy, or completeness, and any loss arising from it - Hong Kong Exchanges and the Stock Exchange are not responsible for the content of this announcement, do not guarantee its accuracy or completeness, and assume no liability for any loss arising from reliance on its contents[1](index=1&type=chunk) [Company Basic Information](index=1&type=section&id=Company%20Basic%20Information) This announcement is issued by KWUNG'S AROMA HOLDINGS LIMITED (stock code: 1925), incorporated in the Cayman Islands, regarding results for the six months ended June 30, 2025 - The company name is KWUNG'S AROMA HOLDINGS LIMITED (曠世芳香控股有限公司), stock code **1925**, incorporated in the Cayman Islands[2](index=2&type=chunk) [Announcement Statement](index=1&type=section&id=Announcement%20Statement) The Board announces the Group's unaudited interim results for the six months ended June 30, 2025 - The Board announces the unaudited interim results for the six months ended June 30, 2025[3](index=3&type=chunk) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) For the six months ended June 30, 2025, revenue increased by 6.7% year-on-year, but gross margin decreased by 1.1 percentage points to 23.3%, with total comprehensive income attributable to owners and EPS both significantly down by 55.7%, and no dividend declared Financial Performance Summary | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 356,592 | 334,205 | 6.7% | | Gross Profit | 83,187 | 81,505 | 2.1% | | Gross Margin | 23.3% | 24.4% | (1.1%) | | Total Comprehensive Income Attributable to Owners of the Company | 22,540 | 50,881 | (55.7%) | | Earnings Per Share (Basic and Diluted) | 5.6 (RMB cents) | 12.6 (RMB cents) | (55.7%) | | Dividends Declared for the Period | – (HKD) | 0.09 (HKD) | (100%) | [Management Discussion and Analysis](index=2&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews business operations, recent developments including EU anti-dumping duties, and a detailed financial analysis of revenue, expenses, assets, and liabilities [Business Review](index=2&type=section&id=Business%20Review) The Group provides design and manufacturing solutions for home decor and home fragrance products, focusing on candles and diffusers, while enhancing production efficiency and expanding global manufacturing facilities in Wuhu, Vietnam, and planning for Thailand - The Group provides design and manufacturing solutions for home decor and home fragrance products to customers, with core products including home fragrance candles and home fragrance diffusers[5](index=5&type=chunk) - The Yinzhou plant, operational since 2020, is equipped with advanced automated production equipment and improved logistics solutions, enhancing production efficiency and shortening production time through "informatization" of the supply chain and production cycle[5](index=5&type=chunk) - The Wuhu production base commenced operations during the six months ended June 30, 2025, with a total site area of approximately **96,000 square meters** and a building area of approximately **87,000 square meters**[6](index=6&type=chunk) - The Group has completed the construction and commenced operations of its Vietnam production facility and is currently planning new production facilities in Thailand to expand its overseas production capacity[6](index=6&type=chunk) [Recent Developments](index=2&type=section&id=Recent%20Developments) The European Commission imposed a 70.9% provisional anti-dumping duty on candles originating from China on August 13, 2025, which is expected to impact the Group's revenue and profit, as over 50% of its sales are from EU customers - The European Commission imposed a **70.9% provisional anti-dumping duty** on imports of candles, tealights, and similar products originating from China on August 13, 2025[7](index=7&type=chunk) - The provisional duty may impact the Group's overall revenue and profit, as over **50% of its sales volume** is derived from orders for candle products placed by customers in EU member states[7](index=7&type=chunk) - The Group is seeking legal advice regarding the provisional duty and will make further announcements as appropriate[7](index=7&type=chunk) [Financial Review](index=3&type=section&id=Financial%20Review) Revenue grew 6.7% due to increased existing customer orders, but gross margin declined as the RMB depreciation effect weakened; administrative expenses rose due to expansion, while selling and marketing expenses decreased from cost-saving measures; other income significantly dropped due to a non-recurring gain, finance income decreased, and finance costs increased, with income tax expense aligning with lower profit before tax; assets like property, plant, and equipment and inventories increased, while trade receivables decreased due to enhanced credit control; trade and other payables decreased, and borrowings increased for working capital due to lower interest rates [Revenue](index=3&type=section&id=Revenue) For the six months ended June 30, 2025, the Group's revenue, primarily from candle products, home fragrance products, home decor, and wax trading, increased by 6.7% year-on-year, mainly due to increased orders from existing customers Revenue Performance | Indicator | 2025 (RMB millions) | 2024 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 356.6 | 334.2 | 6.7% | - Revenue increase was primarily due to an increase in purchase orders from existing customers, leading to some organic business growth[8](index=8&type=chunk) [Gross Profit and Gross Margin](index=3&type=section&id=Gross%20Profit%20and%20Gross%20Margin) The Group's gross margin slightly decreased from 24.4% in the prior period to 23.3%, mainly because the positive impact of RMB depreciation against the USD in 2024 diminished in the current period Gross Margin Trend | Indicator | 2025 | 2024 | Change (percentage points) | | :--- | :--- | :--- | :--- | | Gross Margin | 23.3% | 24.4% | (1.1%) | - Gross margin decrease was mainly due to the diminishing positive impact on gross margin from the depreciation of RMB against the USD in 2024, as customer orders are denominated in USD while suppliers are settled in RMB[9](index=9&type=chunk) [Other Income](index=3&type=section&id=Other%20Income) The Group's other income, including high-tech enterprise tax incentives, government grants, and net income from bulk raw material sales, significantly decreased by 85.8% to RMB 4.3 million this period, primarily due to a non-recurring gain of approximately RMB 21.7 million from the disposal of a subsidiary in the prior period - Other income primarily includes tax incentives for high-tech enterprises in China, government grants in China, and net income from bulk sales of raw materials to other market participants[10](index=10&type=chunk) Other Income Trend | Indicator | 2025 (RMB millions) | 2024 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Other Income | 4.3 | 30.0 | (85.8%) | - Other income decrease was mainly due to a non-recurring gain of approximately **RMB 21.7 million** from the disposal of a subsidiary (holding certain land and properties in Ningbo, Zhejiang Province, China) in the corresponding period of 2024[14](index=14&type=chunk) [Administrative Expenses](index=3&type=section&id=Administrative%20Expenses) Administrative expenses, mainly comprising salary costs, R&D raw material costs, depreciation, and utilities, increased by 17.9% year-on-year to RMB 51.2 million this period, primarily due to increased staff numbers and remuneration costs to support business growth and Wuhu production base operations Administrative Expenses Trend | Indicator | 2025 (RMB millions) | 2024 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Administrative Expenses | 51.2 | 43.4 | 17.9% | - Administrative expenses increase was mainly due to an increase in staff numbers and remuneration costs required to support business growth and the operations of the Wuhu production base[12](index=12&type=chunk) [Selling and Marketing Expenses](index=4&type=section&id=Selling%20and%20Marketing%20Expenses) Selling and marketing expenses, including sales department wages, sample inspection and courier fees, agent commissions, advertising, and retail store operating costs, decreased by 10.4% year-on-year to RMB 17.1 million this period, primarily due to effective cost-saving measures implemented by the Group Selling and Marketing Expenses Trend | Indicator | 2025 (RMB millions) | 2024 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Selling and Marketing Expenses | 17.1 | 19.0 | (10.4%) | - Selling and marketing expenses decrease was attributable to effective cost-saving measures adopted by the Group[13](index=13&type=chunk) [Finance Income and Finance Costs](index=4&type=section&id=Finance%20Income%20and%20Finance%20Costs) Finance income, representing interest from financial institutions, decreased due to lower deposit rates, while finance costs, comprising bank loan interest and lease-related interest, increased as the Group arranged more borrowings for cost-effectiveness given the lower interest rates - Finance income decrease during the period was mainly due to financial institutions lowering interest rates on deposits placed with them[15](index=15&type=chunk) - Finance costs increase during the period was mainly due to the Group arranging more borrowings from financial institutions given the decrease in interest rates during the period, making the financial arrangements more cost-effective[15](index=15&type=chunk) [Income Tax Expense](index=5&type=section&id=Income%20Tax%20Expense) The Group's income tax expense decreased by 51.9% year-on-year to RMB 3.7 million, consistent with the decrease in profit before tax for the period Income Tax Expense Trend | Indicator | 2025 (RMB millions) | 2024 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Income Tax Expense | 3.7 | 7.7 | (51.9%) | - Income tax expense decrease was consistent with the decrease in the Group's profit before tax for the six months ended June 30, 2025[16](index=16&type=chunk) [Property, Plant and Equipment](index=5&type=section&id=Property%2C%20Plant%20and%20Equipment) The net book value of the Group's property, plant and equipment increased by approximately RMB 18.5 million this period, primarily due to the net effect of construction costs for the Wuhu production base and depreciation expenses - The net book value of property, plant and equipment increased by approximately **RMB 18.5 million** for the six months ended June 30, 2025[17](index=17&type=chunk) - The increase was mainly due to the net effect of construction costs for the Wuhu production base and depreciation expenses for the six months ended June 30, 2025[17](index=17&type=chunk) [Right-of-Use Assets](index=5&type=section&id=Right-of-Use%20Assets) The net book value of the Group's right-of-use assets decreased by approximately RMB 7.5 million this period, primarily due to amortization expenses for land use rights and the book value of leased properties - The net book value of right-of-use assets decreased by approximately **RMB 7.5 million** for the six months ended June 30, 2025[18](index=18&type=chunk) - The decrease was mainly due to amortization expenses for land use rights and the book value of leased properties during the period[18](index=18&type=chunk) [Inventories](index=6&type=section&id=Inventories) The Group's inventory balance increased by 34.3% from approximately RMB 101.3 million as of December 31, 2024, to approximately RMB 136.1 million as of June 30, 2025, mainly due to finished goods awaiting delivery and increased raw material inventory for Q3 2025 production plans Inventory Balance | Indicator | June 30, 2025 (RMB millions) | December 31, 2024 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Inventory Balance | 136.1 | 101.3 | 34.3% | - Inventory increase was mainly due to a portion of finished goods awaiting delivery to customers as of June 30, 2025, and an increase in raw material inventories for upcoming production plans in the third quarter of 2025[19](index=19&type=chunk) [Trade Receivables](index=6&type=section&id=Trade%20Receivables) The trade receivables balance decreased by 17.7% from approximately RMB 166.9 million as of December 31, 2024, to approximately RMB 137.3 million as of June 30, 2025, primarily due to enhanced credit control for customers, with a small impairment provision of approximately RMB 2.5 million made this period Trade Receivables (before impairment) | Indicator | June 30, 2025 (RMB millions) | December 31, 2024 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Trade Receivables (before impairment) | 137.3 | 166.9 | (17.7%) | - Trade receivables balance decrease was due to enhanced credit control over the Group's customers[20](index=20&type=chunk) - As of June 30, 2025, the Group made a small impairment provision for trade receivables of approximately **RMB 2.5 million**[20](index=20&type=chunk) [Prepayments, Deposits and Other Receivables](index=6&type=section&id=Prepayments%2C%20Deposits%20and%20Other%20Receivables) The balance of prepayments, deposits, and other receivables decreased by 50.1% from approximately RMB 84.0 million as of December 31, 2024, to approximately RMB 41.9 million as of June 30, 2025, mainly due to an increase in refundable VAT from export sales as of December 31, 2024 Prepayments, Deposits and Other Receivables Balance | Indicator | June 30, 2025 (RMB millions) | December 31, 2024 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Prepayments, Deposits and Other Receivables | 41.9 | 84.0 | (50.1%) | - Decrease was mainly due to an increase in refundable value-added tax arising from export sales as of December 31, 2024[21](index=21&type=chunk) [Financial Assets at Fair Value Through Profit or Loss](index=6&type=section&id=Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) The Group invested RMB 100 million in Chinese private equity funds using idle cash, which generated a fair value gain of approximately RMB 3.4 million for the six months ended June 30, 2025 - The Group used idle cash to subscribe for Chinese private equity funds totaling **RMB 100 million**[22](index=22&type=chunk) - For the six months ended June 30, 2025, investments in these private equity funds recorded a fair value gain of approximately **RMB 3.4 million**[22](index=22&type=chunk) [Cash and Cash Equivalents](index=6&type=section&id=Cash%20and%20Cash%20Equivalents) The Group maintains sufficient cash and bank balances to support its manufacturing and sales operations and the construction of overseas production facilities - The Group maintains sufficient cash and bank balances to support its manufacturing and sales operations and the construction of overseas production facilities[24](index=24&type=chunk) [Trade and Other Payables](index=7&type=section&id=Trade%20and%20Other%20Payables) The balance of trade and other payables decreased from approximately RMB 164.3 million as of December 31, 2024, to approximately RMB 133.8 million as of June 30, 2025, primarily due to a reduction in payables related to the construction of the Wuhu production base Trade and Other Payables Balance | Indicator | June 30, 2025 (RMB millions) | December 31, 2024 (RMB millions) | Change (RMB millions) | | :--- | :--- | :--- | :--- | | Trade and Other Payables | 133.8 | 164.3 | (30.5) | - Decrease was mainly due to a reduction in payables arising from the construction of the Wuhu production base[25](index=25&type=chunk) [Borrowings](index=7&type=section&id=Borrowings) The Group obtains debt financing through bank borrowings for general working capital, arranging more borrowings this period due to lower interest rates to enhance the cost-effectiveness of financial arrangements - The Group obtains debt financing through bank borrowings to fund its general working capital[26](index=26&type=chunk) - For the six months ended June 30, 2025, the Group arranged more borrowings due to lower interest rates, and supplementing general working capital through debt financing was considered more cost-effective for supporting the Group's organic growth of existing businesses[26](index=26&type=chunk) [Financial Information](index=8&type=section&id=Financial%20Information) This section presents the condensed interim consolidated statement of comprehensive income and the condensed interim consolidated statement of financial position [Condensed Interim Consolidated Statement of Comprehensive Income](index=8&type=section&id=Condensed%20Interim%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's revenue increased, but profit for the period and profit attributable to owners significantly decreased due to higher administrative expenses, a substantial reduction in net other income, and a shift from net finance income to net finance costs Condensed Interim Consolidated Statement of Comprehensive Income | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 356,592 | 334,205 | | Cost of sales | (273,405) | (252,700) | | Gross Profit | 83,187 | 81,505 | | Administrative Expenses | (51,171) | (43,396) | | Selling and Marketing Expenses | (17,065) | (19,043) | | Net impairment losses on financial assets | (1,212) | (3,882) | | Other income | 7,302 | 5,409 | | Net other income | 4,264 | 29,978 | | Operating Profit | 25,305 | 50,571 | | Finance income | 4,068 | 8,555 | | Finance costs | (3,158) | (523) | | Net finance costs | 910 | 8,032 | | Profit before income tax | 26,215 | 58,603 | | Income tax expense | (3,698) | (7,694) | | Profit for the period | 22,517 | 50,909 | | Profit for the period attributable to owners of the Company | 22,540 | 50,881 | | Non-controlling interests | (23) | 28 | | Total comprehensive income for the period | 22,709 | 50,909 | | Total comprehensive income for the period attributable to owners of the Company | 22,711 | 50,881 | | Non-controlling interests | (2) | 28 | [Condensed Interim Consolidated Statement of Financial Position](index=10&type=section&id=Condensed%20Interim%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets increased to RMB 1,106,321 thousand, driven by increases in property, plant and equipment, inventories, financial assets at fair value through profit or loss, and cash and bank balances; total liabilities also rose, mainly due to a significant increase in borrowings despite a decrease in trade and other payables, while total equity grew steadily Condensed Interim Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | **ASSETS** | | | | Property, plant and equipment | 216,029 | 197,503 | | Right-of-use assets | 46,472 | 53,933 | | Intangible assets | 4,975 | 5,284 | | Deferred income tax assets | 167 | 133 | | Total non-current assets | 267,643 | 256,853 | | Inventories | 136,057 | 101,283 | | Trade receivables | 134,832 | 163,705 | | Prepayments, deposits and other receivables | 41,862 | 83,974 | | Financial assets at fair value through profit or loss | 108,455 | 20,056 | | Other current assets | 50,233 | 21,926 | | Cash and bank balances | 367,239 | 355,512 | | Total current assets | 838,678 | 746,456 | | Total assets | 1,106,321 | 1,003,309 | | **EQUITY** | | | | Equity attributable to owners of the Company | 552,663 | 529,952 | | Non-controlling interests | 1,060 | 817 | | Total equity | 553,723 | 530,769 | | **LIABILITIES** | | | | Trade and other payables | 133,829 | 164,303 | | Borrowings | 379,780 | 270,920 | | Contract liabilities | 9,542 | 4,404 | | Current income tax liabilities | 4,399 | 4,425 | | Lease liabilities (current) | 7,641 | 7,433 | | Deferred tax liabilities | 8,130 | 8,767 | | Total current liabilities | 543,321 | 460,252 | | Lease liabilities (non-current) | 9,277 | 12,288 | | Total liabilities | 552,598 | 472,540 | | Total equity and liabilities | 1,106,321 | 1,003,309 | [Notes](index=12&type=section&id=Notes) This section details the basis of preparation, changes in accounting policies, revenue breakdown, income tax expense, dividends, earnings per share, and aging analyses for trade receivables and payables [Basis of Preparation](index=12&type=section&id=Basis%20of%20Preparation) The unaudited interim financial information for the six months ended June 30, 2025, aligns with the accounting policies and calculation methods used for the audited financial statements for the year ended December 31, 2024, and includes applicable disclosures required by the Listing Rules - The basis of preparation for the unaudited interim financial information is consistent with the audited financial statements for the year ended December 31, 2024[31](index=31&type=chunk) [Changes in Accounting Policies](index=12&type=section&id=Changes%20in%20Accounting%20Policies) The Group adopted HKAS 21 (Amendment) "Lack of Exchangeability" for the accounting period beginning January 1, 2025, with no significant impact, and other newly issued but not yet effective standard amendments are not expected to materially affect the Group's financial performance or position - The Group first adopted HKAS 21 (Amendment) "Lack of Exchangeability" for the accounting period beginning January 1, 2025, with no significant impact[33](index=33&type=chunk)[34](index=34&type=chunk) - Newly issued but not yet effective standard amendments (including HKFRS 18, HKFRS 19, etc.) are not expected to have any significant impact on the Group's financial performance and financial position[35](index=35&type=chunk) [Revenue (By Type)](index=13&type=section&id=Revenue%20%28By%20Type%29) For the six months ended June 30, 2025, the Group's revenue was primarily from candle products, but home fragrance product revenue showed significant growth, and home decor revenue also increased Revenue Breakdown | Revenue Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Candles | 232,059 | 238,035 | | Home Fragrance | 93,258 | 68,921 | | Home Decor | 31,275 | 27,249 | | **Total Revenue** | **356,592** | **334,205** | [Income Tax Expense (Details)](index=13&type=section&id=Income%20Tax%20Expense%20%28Details%29) For the six months ended June 30, 2025, the Group's income tax expense was RMB 3,698 thousand, comprising current income tax of RMB 4,369 thousand and deferred income tax of RMB (671) thousand Income Tax Expense Details | Income Tax Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current income tax | 4,369 | 5,908 | | Deferred income tax | (671) | 1,786 | | **Total Income Tax Expense** | **3,698** | **7,694** | [Dividends (Notes)](index=13&type=section&id=Dividends%20%28Notes%29) For the six months ended June 30, 2025, the Group neither paid, declared, nor proposed any dividends, whereas an interim dividend of HKD 0.09 per share was declared on August 30, 2024 - For the six months ended June 30, 2025, no dividends were paid, declared, or proposed[38](index=38&type=chunk) - The Board declared an interim dividend of **HKD 0.09 per share** on August 30, 2024[39](index=39&type=chunk) [Earnings Per Share](index=14&type=section&id=Earnings%20Per%20Share) For the six months ended June 30, 2025, basic earnings per share attributable to owners of the Company was RMB 5.6 cents, a significant decrease from 12.6 cents in the prior period, with diluted EPS equal to basic EPS due to no potential dilutive ordinary shares Earnings Per Share Calculation | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit attributable to owners of the Company (RMB thousands) | 22,540 | 50,881 | | Weighted average number of ordinary shares in issue (thousands of shares) | 405,042 | 405,042 | | Basic Earnings Per Share (RMB cents) | 5.6 | 12.6 | - For the six months ended June 30, 2025, and June 30, 2024, diluted earnings per share were equal to basic earnings per share, as there were no outstanding instruments with a dilutive effect on the Company's ordinary shares[42](index=42&type=chunk) [Trade Receivables (Aging Analysis)](index=14&type=section&id=Trade%20Receivables%20%28Aging%20Analysis%29) As of June 30, 2025, net trade receivables totaled RMB 134,832 thousand, with the majority (approximately RMB 77,111 thousand) due within 30 days, and a significant reduction in receivables aged over 30 days to within 180 days compared to December 31, 2024 Trade Receivables Net | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables | 137,303 | 166,893 | | Less: Impairment provision for trade receivables | (2,471) | (3,188) | | **Trade Receivables – Net** | **134,832** | **163,705** | Trade Receivables Aging Analysis | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 30 days | 77,111 | 70,743 | | Over 30 days to within 180 days | 50,478 | 90,751 | | Over 180 days to within 1 year | 7,256 | 2,604 | | Over 1 year to within 2 years | 1,270 | 1,024 | | Over 2 years | 1,188 | 1,771 | | **Total** | **137,303** | **166,893** | [Cash and Cash on Hand](index=15&type=section&id=Cash%20and%20Cash%20on%20Hand) As of June 30, 2025, the Group's total cash and cash equivalents amounted to RMB 367,239 thousand, including bank balances of RMB 286,252 thousand, which contained approximately RMB 78,870,962 in restricted cash deposits Cash and Cash Equivalents | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank balances | 286,252 | 353,357 | | Cash at other financial institutions | 80,973 | 2,140 | | Cash on hand | 14 | 15 | | **Total** | **367,239** | **355,512** | - As of June 30, 2025, bank balances included restricted cash deposits of approximately **RMB 78,870,962**[45](index=45&type=chunk)[46](index=46&type=chunk) [Share Capital and Share Premium](index=15&type=section&id=Share%20Capital%20and%20Share%20Premium) As of June 30, 2025, and December 31, 2024, the Company's issued and fully paid ordinary shares remained at 405,042,000, with share capital at an equivalent of RMB 358,767 thousand and share premium at RMB 173,560 thousand, both unchanged Share Capital and Share Premium Details | Indicator | Number of Ordinary Shares | Share Capital Par Value (HKD) | Share Capital Par Value Equivalent (RMB thousands) | Share Premium (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | As of December 31, 2024 and June 30, 2025 | 405,042,000 | 405,042 | 358,767 | 173,560 | [Trade and Other Payables (Aging Analysis)](index=16&type=section&id=Trade%20and%20Other%20Payables%20%28Aging%20Analysis%29) As of June 30, 2025, total trade and other payables amounted to RMB 133,829 thousand, with trade payables at RMB 124,329 thousand, and the vast majority of trade payables (RMB 123,316 thousand) due within 1 year Trade and Other Payables Breakdown | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade payables | 124,329 | 139,071 | | Other payables | 4,748 | 11,804 | | Accrued taxes (excluding income tax) | 4,583 | 5,154 | | Accrued staff salaries and benefits | 169 | 8,274 | | **Total** | **133,829** | **164,303** | Trade Payables Aging Analysis | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 1 year | 123,316 | 137,561 | | Over 1 year to within 2 years | 196 | 547 | | Over 2 years | 817 | 963 | | **Total** | **124,329** | **139,071** | [Other Information](index=17&type=section&id=Other%20Information) This section covers the purchase, sale, or redemption of listed securities, compliance with corporate governance code, board resolution on dividends, audit committee review, and definitions of key terms [Purchase, Sale or Redemption of the Company's Listed Securities](index=17&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[48](index=48&type=chunk) [Compliance with Corporate Governance Code](index=17&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company complied with the Corporate Governance Code for the six months ended June 30, 2025, except for Mr. Jin Jianxin holding both Chairman and CEO roles, which the Board believes is in the best interest of the Group and shareholders for efficient decision-making and strategy implementation - The Company complied with the Corporate Governance Code for the six months ended June 30, 2025, except that Mr. Jin Jianxin holds both the positions of Chairman and Chief Executive Officer[49](index=49&type=chunk) - The Board believes that Mr. Jin's dual role is in the overall best interests of the Group and the Company's shareholders, facilitating effective and prompt overall strategic planning and implementation of related plans[50](index=50&type=chunk) [Dividends (Board Resolution)](index=17&type=section&id=Dividends%20%28Board%20Resolution%29) The Board resolved not to declare any interim dividend for the six months ended June 30, 2025 - The Board resolved not to declare any interim dividend for the six months ended June 30, 2025[51](index=51&type=chunk) [Audit Committee](index=18&type=section&id=Audit%20Committee) The Company's Audit Committee reviewed the Group's unaudited interim results for the six months ended June 30, 2025, including the accounting principles and practices adopted by the Group - The Company's Audit Committee reviewed the Group's unaudited interim results for the six months ended June 30, 2025, including the accounting principles and practices adopted by the Group[52](index=52&type=chunk) [Definitions](index=18&type=section&id=Definitions) This section provides definitions for key terms used in the announcement, including Board, China, Company, Directors, Group, HKD, HKFRSs, Hong Kong, Listing Rules, RMB, Shares, Stock Exchange, and USD - This section provides definitions for key terms used in the announcement, such as "Board", "China", "Company", "Group", "HKD", "RMB", "USD", etc[53](index=53&type=chunk)[54](index=54&type=chunk)

Company Information [Board and Committee Composition](index=5&type=section&id=Board%20and%20Committee%20Composition) The company's board members changed, with Mr. Zhuo Jiajun resigning as executive director and from several committee positions, and Mr. Chen Ting appointed as a Remuneration Committee member and Compliance Officer - Executive Director Mr. Zhuo Jiajun resigned on June 24, 2025, and Mr. Chen Ting was appointed as a member of the Remuneration Committee and Compliance Officer[11](index=11&type=chunk) - Professor Yang Mengzhang, Chairman of the Nomination Committee, was re-designated on August 29, 2025, Mr. Chen Ting resigned, and Ms. Chen Xiao was appointed[11](index=11&type=chunk) [Company Basic Information](index=5&type=section&id=Company%20Basic%20Information) The company's headquarters and principal place of business are in Central, Hong Kong, with stock code 8107, and details of principal bankers and auditors are disclosed - Company headquarters and principal place of business in Hong Kong are located at 4/F, Hua Yuan Building, 149 Queen's Road Central, Hong Kong[12](index=12&type=chunk) - Company stock code is **8107**, and the official website is www.ficustech.com[13](index=13&type=chunk) Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income [Profit or Loss Overview](index=7&type=section&id=Profit%20or%20Loss%20Overview) For the six months ended June 30, 2025, revenue significantly decreased by 41.6% to HKD 9,112 thousand, gross profit sharply reduced to HKD 515 thousand, loss for the period expanded to HKD 13,549 thousand, and basic loss per share was HKD 0.99 cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 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% | | Loss per share — Basic (HK cents) | (0.99) | (0.55) | 80.0% | - Other comprehensive expenses for the period amounted to **HKD 378 thousand** due to exchange differences[14](index=14&type=chunk) Unaudited Condensed Consolidated Statement of Financial Position [Balance Sheet Overview](index=8&type=section&id=Balance%20Sheet%20Overview) As of June 30, 2025, total assets were HKD 48,556 thousand, but net current liabilities expanded to HKD 19,921 thousand, resulting in a negative shareholders' equity of HKD 1,809 thousand Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 23,347 | 25,128 | -7.1% | | Current assets | 25,209 | 15,975 | 57.8% | | 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 | 5,235 | 6,564 | -20.2% | | Shareholders' equity (deficit) | (1,809) | 1,039 | -274.1% | - Trade and other receivables, prepayments, and deposits increased from **HKD 15,750 thousand** to **HKD 24,695 thousand**, while bank balances and cash increased from **HKD 225 thousand** to **HKD 514 thousand**[15](index=15&type=chunk) - Trade and other payables increased from **HKD 22,397 thousand** to **HKD 35,195 thousand**[15](index=15&type=chunk) Unaudited Condensed Consolidated Statement of Changes in Equity [Analysis of Changes in Equity](index=9&type=section&id=Analysis%20of%20Changes%20in%20Equity) As of June 30, 2025, share capital increased due to new share placements, but total equity turned from a positive HKD 1,039 thousand on January 1, 2025, to a deficit of HKD 1,809 thousand due to loss for the period and exchange differences Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30, 2025) | Indicator | June 30, 2025 (HKD thousands) | January 1, 2025 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Share capital | 13,731 | 13,545 | 186 | | Share premium | 88,552 | 77,659 | 10,893 | | Other reserves | (103,262) | (103,262) | 0 | | Translation reserve | (7,740) | (7,362) | (378) | | Retained profits | 6,910 | 20,459 | (13,549) | | Total equity | (1,809) | 1,039 | (2,848) | - Share placements resulted in an equity increase of **HKD 11,079 thousand**[16](index=16&type=chunk) - Loss for the period and total comprehensive expenses amounted to **HKD 13,927 thousand**, leading to a significant reduction in retained profits[16](index=16&type=chunk) Unaudited Condensed Consolidated Statement of Cash Flows [Cash Flow Overview](index=10&type=section&id=Cash%20Flow%20Overview) For the six months ended June 30, 2025, net cash outflow from operating activities increased to HKD 6,576 thousand, but net cash inflow from financing activities was HKD 8,182 thousand, resulting in cash and cash equivalents increasing to HKD 514 thousand at period-end Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (6,576) | (1,442) | (5,134) | | Net cash used in investing activities | (948) | (3,048) | 2,100 | | Net cash from (used in) financing activities | 8,182 | (16,645) | 24,827 | | Net increase (decrease) in cash and cash equivalents | 658 | (21,135) | 21,793 | | Cash and cash equivalents at end of period | 514 | 964 | (450) | - Net cash from financing activities shifted from a net outflow in 2024 to a net inflow in 2025, primarily due to new share placements[18](index=18&type=chunk) Notes to the Unaudited Condensed Consolidated Financial Statements [1. General Information](index=11&type=section&id=1.%20General%20Information) The company was incorporated in the Cayman Islands and listed on GEM, with its name changed to "Ficus Technology Holdings Limited", and its principal businesses include apparel sales, innovative anti-counterfeiting products, and building materials agency services - The company was incorporated in the Cayman Islands on January 19, 2017, and listed on GEM of the Hong Kong Stock Exchange on May 4, 2018[19](index=19&type=chunk) - The company name changed from "Vision International Holdings Limited" to "Ficus Technology Holdings Limited" on July 24, 2024[19](index=19&type=chunk) - The Group is principally engaged in: (i) sales of apparel and related products and provision of supply chain management services; (ii) sales of innovative anti-counterfeiting, traceability, and marketing products and related solutions, and provision of supply chain management solutions; and (iii) provision of agency services for building and related materials[20](index=20&type=chunk) [2. Basis of Preparation and Principal Accounting Policies](index=11&type=section&id=2.%20Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and presented in HKD, with the company facing significant going concern uncertainties, but management has formulated plans to address these, including fundraising, shareholder financial support, and property disposal - As of June 30, 2025, the Group incurred a net loss of approximately **HKD 13,549 thousand**, net current liabilities of approximately **HKD 19,921 thousand**, and approximately **HKD 6,811 thousand** of borrowings were in default due to covenant breaches[22](index=22&type=chunk) - To address going concern uncertainties, the company plans to raise **USD 25 million** (approximately **HKD 195 million**) through share issuance to investors and has secured financial support from Chairman Mr. Chen[23](index=23&type=chunk)[24](index=24&type=chunk) - The company also plans to dispose of a property in Tai Nan West Street, Kowloon, Hong Kong, for **HKD 16,050 thousand** to repay borrowings and seek bank support[24](index=24&type=chunk) [3. Operating Segments](index=13&type=section&id=3.%20Operating%20Segments) The Group's operating segments include apparel and other products and supply chain management services, innovative supply chain management solutions, and agency services for building materials, with 2025 H1 revenue primarily from apparel and other products and supply chain management services, mainly from Chinese customers, and no revenue from innovative supply chain management solutions - The Group's reportable segments include: 1. Sales of apparel and related products and provision of supply chain management services; 2. Sales of innovative anti-counterfeiting, traceability, and marketing products and related solutions, and provision of supply chain management solutions; and 3. Provision of agency services for building and related materials[27](index=27&type=chunk) Segment Revenue and Results (For the six months ended June 30) | Segment | 2025 Revenue (HKD thousands) | 2025 Profit (Loss) (HKD thousands) | 2024 Revenue (HKD thousands) | 2024 Profit (Loss) (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Apparel and other products and supply chain management services | 9,112 | 515 | 3,000 | 2,126 | | Building materials | – | – | 46 | (1) | | Innovative supply chain management solutions | – | – | 12,566 | 3,761 | | Consolidated | 9,112 | 515 | 15,612 | 5,886 | - In the first half of 2025, the Group's revenue from external customers primarily originated from China (**HKD 9,112 thousand**), compared to China (**HKD 12,566 thousand**) and Hong Kong (**HKD 3,000 thousand**) in the same period of 2024[32](index=32&type=chunk) [4. Revenue from Contracts with Customers](index=18&type=section&id=4.%20Revenue%20from%20Contracts%20with%20Customers) The Group's revenue from contracts with customers in the first half of 2025 primarily derived from sales of other products (apparel and other products and supply chain management services segment), totaling HKD 9,112 thousand, all recognized at a point in time and entirely from the Chinese market Revenue from Contracts with Customers by Major Product Line and Business (For the six months ended June 30) | Product Line/Business | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Apparel and other products and supply chain management services — Sales 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 — Sales of anti-counterfeiting, traceability, and marketing products and related solutions | – | 12,566 | | Total | 9,112 | 15,612 | - All revenue in 2025 was recognized at a point in time, whereas in 2024, some revenue was recognized over time (provision of supply chain management services related to apparel products)[39](index=39&type=chunk) - All revenue in 2025 originated from the Chinese market, while in 2024, it came from China, Hong Kong, and Cambodia[40](index=40&type=chunk) [5. Other Income, Gains and Losses, Net](index=19&type=section&id=5.%20Other%20Income,%20Gains%20and%20Losses,%20Net) For the six months ended June 30, 2025, other income, gains and losses, net increased to HKD 729 thousand, primarily contributed by rental income, with net impairment loss on trade receivables being zero Other Income, Gains and Losses, Net (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Net impairment loss on trade receivables | – | (44) | | Rental income | 512 | 549 | | Net exchange loss | (9) | (17) | | Others | 226 | 86 | | Total | 729 | 574 | - No net impairment loss on trade receivables was incurred in the first half of 2025, compared to **HKD 44 thousand** in the same period of 2024[42](index=42&type=chunk) [6. Income Tax Expense](index=20&type=section&id=6.%20Income%20Tax%20Expense) For the six months ended June 30, 2025, income tax expense decreased to HKD 138 thousand, primarily from PRC enterprise income tax, with Hong Kong profits tax rate at 16.5% and PRC enterprise income tax rate at 25% Income Tax Expense (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | PRC enterprise income tax — Current year | 138 | 341 | | Deferred tax | – | (77) | | Total | 138 | 264 | - Hong Kong profits tax is calculated at **16.5%**, and the PRC subsidiary tax rate is **25%**[44](index=44&type=chunk) [7. Loss for the Period](index=20&type=section&id=7.%20Loss%20for%20the%20Period) For the six months ended June 30, 2025, total employee benefit expenses deducted from loss for the period increased to HKD 9,949 thousand, with a significant increase in wages and other benefits, and changes in depreciation and amortization expenses Items Deducted from Loss for the Period (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Directors' emoluments | 795 | 850 | | Wages and other benefits | 8,915 | 6,231 | | 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 | - Wages and other benefits increased from **HKD 6,231 thousand** to **HKD 8,915 thousand**, leading to a significant increase in total employee benefit expenses[45](index=45&type=chunk) - New depreciation of investment properties of **HKD 520 thousand** was incurred in the first half of 2025, while amortization of intangible assets was zero[45](index=45&type=chunk) [8. Dividends](index=21&type=section&id=8.%20Dividends) The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (nil for the same period in 2024)[46](index=46&type=chunk) [9. Loss Per Share](index=21&type=section&id=9.%20Loss%20Per%20Share) For the six months ended June 30, 2025, basic loss per share was HKD 0.99 cents, an increase from HKD 0.55 cents in the same period of 2024, primarily due to increased loss for the period Loss Per Share Calculation (For the six months ended June 30) | Indicator | 2025 (HKD thousands/thousand shares) | 2024 (HKD thousands/thousand shares) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company used in the calculation of basic and diluted loss | (13,549) | (7,443) | | Weighted average number of ordinary shares used in the calculation of basic and diluted loss per share | 1,371,412 | 1,354,500 | | Loss per share — Basic (HK cents) | (0.99) | (0.55) | - Diluted loss per share for both periods is not presented as there were no potential ordinary shares outstanding during either period[48](index=48&type=chunk) [10. Property, Plant and Equipment](index=21&type=section&id=10.%20Property,%20Plant%20and%20Equipment) Property, plant and equipment are depreciated using the straight-line method, with annual depreciation rates including leasehold land and buildings (over the remaining lease term), computer and office equipment (20%), and leasehold improvements (10%) - Leasehold land and buildings are depreciated over the remaining lease term[49](index=49&type=chunk) - Computer and office equipment are depreciated at an annual rate of **20%**, and leasehold improvements at an annual rate of **10%**[49](index=49&type=chunk) [11. Investment Properties](index=22&type=section&id=11.%20Investment%20Properties) Investment properties are depreciated using the straight-line method over the lease term, and as of June 30, 2025, all investment properties were pledged to secure bank financing - Investment properties are depreciated using the straight-line method over the lease term[50](index=50&type=chunk) - As of June 30, 2025, all of the Group's investment properties were pledged to secure bank financing granted to the Group[50](index=50&type=chunk) [12. Trade and Other Receivables, Prepayments and Deposits](index=22&type=section&id=12.%20Trade%20and%20Other%20Receivables,%20Prepayments%20and%20Deposits) As of June 30, 2025, total trade receivables amounted to HKD 16,444 thousand, with HKD 9,266 thousand aged 0 to 30 days and HKD 7,178 thousand aged over 90 days - The Group grants credit periods of **30 to 90 days**, with some customers extending up to **180 days**[51](index=51&type=chunk) Ageing Analysis of Trade Receivables (As of June 30, 2025) | 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 | [13. Trade and Other Payables](index=22&type=section&id=13.%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade payables amounted to HKD 9,389 thousand, with HKD 8,741 thousand aged 0 to 30 days and HKD 648 thousand aged over 91 days Ageing Analysis of Trade Payables (As of June 30, 2025) | 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 | [14. Bank Borrowings](index=23&type=section&id=14.%20Bank%20Borrowings) As of June 30, 2025, the Group had HKD 6,811 thousand in borrowings in default due to non-compliance with loan covenants, which may be subject to immediate repayment, but no demand for immediate repayment had been received from the bank 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 (December 31, 2024: **HKD 7,474 thousand**)[54](index=54&type=chunk) - Despite the default, as of the date of publication of the condensed consolidated financial statements, the Group had not received any demand for immediate repayment from the bank[54](index=54&type=chunk) [15. Share Capital](index=23&type=section&id=15.%20Share%20Capital) As of June 30, 2025, the company's issued share capital was HKD 13,731 thousand, with 1,373,145,000 shares issued, having completed two share placements and a share split in 2024 Changes in Share Capital (As of June 30, 2025) | 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 share placement in 2025 | 13,430,000 | 134 | | Second share placement 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**, with net proceeds of approximately **HKD 7.7 million** used to strengthen sales of innovative anti-counterfeiting, traceability, and marketing products, enhance e-commerce platform operations, and for working capital[57](index=57&type=chunk)[58](index=58&type=chunk) - The second share placement in 2025 involved **5,215,000 shares**, with net proceeds of approximately **HKD 3.1 million** used to consolidate working capital[60](index=60&type=chunk)[61](index=61&type=chunk) - The company completed a share split on July 24, 2024, subdividing each share of **HKD 0.1** par value into ten (10) subdivided shares of **HKD 0.01** par value each[62](index=62&type=chunk) [16. Related Party Transactions](index=26&type=section&id=16.%20Related%20Party%20Transactions) For the six months ended June 30, 2025, the Group had no other significant outstanding balances or material transactions with related parties - As at the end of the reporting period, the Group had no other significant outstanding balances or material transactions with related parties[64](index=64&type=chunk) [17. Events After the Reporting Period](index=26&type=section&id=17.%20Events%20After%20the%20Reporting%20Period) Except as disclosed elsewhere in the condensed consolidated financial statements, the Group had no other significant events after the reporting period and up to the date of this report - The Group had no other significant events after the reporting period and up to the date of this report[65](index=65&type=chunk) Management Discussion and Analysis [Business Model](index=27&type=section&id=Business%20Model) The Group is an integrated supply chain management service provider focused on apparel customers, adopting a vertically integrated business model to offer end-to-end customized solutions, with businesses divided into apparel supply chain management and innovative supply chain management segments - The Group provides vertically integrated apparel supply chain management solutions, including market analysis, product design, raw material procurement, production supervision, quality control, intermediary services, trade facilitation, order fulfillment, and logistics coordination[67](index=67&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 into apparel and non-apparel industries[68](index=68&type=chunk) [Business Review](index=28&type=section&id=Business%20Review) During the review period, the Group continued to focus on synergistic growth in its apparel and innovative supply chain management segments, reallocating resources in China and Hong Kong, securing a USD 25 million commitment from an investor, and expecting significant revenue from collaborations with Chinese SME apparel brands and a strategic partnership with the 832 Platform - The Group targets small and medium-sized enterprise (SME) apparel brands and sportswear customers in China and Hong Kong, establishing a diversified customer acquisition framework by expanding into the China/Hong Kong markets[69](index=69&type=chunk) - A subscription agreement and supplemental agreement were entered into with an investor, securing a commitment of **USD 25 million** (approximately **HKD 195 million**) to support the development of the supply chain platform[69](index=69&type=chunk) - A memorandum of understanding was signed with a Shanghai SME apparel brand for raw material procurement, product development, and apparel supply chain management services, expected to generate **RMB 3 million to RMB 5 million** in monthly revenue in the second half of 2025[70](index=70&type=chunk) - The strategic cooperation agreement with a subsidiary of China Supply and Marketing Group was optimized to expand synergies between the 832 Platform and its supply chain cycle and ecosystem[70](index=70&type=chunk) - With sufficient working capital, the innovative supply chain management services are expected to generate **HKD 10 million to HKD 20 million** in revenue for the Group by the end of the 2025 financial year, based on a procurement and resale model[71](index=71&type=chunk) [Financial Review](index=29&type=section&id=Financial%20Review) The Group's revenue significantly decreased by 41.6% to HKD 9.1 million, primarily due to the loss of major customer orders, a cautious financial approach, and delayed business expansion, while gross margin sharply declined to 5.7% due to the absence of high-margin business from the innovative supply chain management segment, with administrative expenses slightly increasing but selling and distribution expenses and finance costs decreasing - Revenue decreased by approximately **41.6%** from **HKD 15.6 million** to **HKD 9.1 million**, mainly due to the loss of major apparel customer procurement orders, a more cautious financial approach, and delayed business expansion in China and Hong Kong[72](index=72&type=chunk) - Gross profit decreased from **HKD 7.0 million** to **HKD 0.5 million**, and gross margin decreased from **44.7%** to **5.7%**, primarily because the innovative supply chain management segment did not generate high-margin revenue in the first half of 2025[74](index=74&type=chunk) - Selling and distribution expenses decreased by approximately **56.7%** to **HKD 0.3 million**, mainly due to cost control measures[76](index=76&type=chunk) - Administrative expenses slightly increased to **HKD 14.0 million**, primarily due to increased rental expenses and staff costs, partially offset by reduced legal and professional fees, trademark amortization, and right-of-use assets[77](index=77&type=chunk) - Finance costs decreased by approximately **43.9%** to **HKD 0.4 million**, mainly due to reduced bank borrowings[78](index=78&type=chunk) - Loss for the period and total comprehensive expenses expanded to **HKD 13.5 million** (compared to **HKD 7.4 million** in the same period of 2024)[80](index=80&type=chunk) - The Group pledged its property located in Tai Nan West Street, Kowloon, Hong Kong, to a bank to obtain bank financing[81](index=81&type=chunk) [Use of Proceeds](index=32&type=section&id=Use%20of%20Proceeds) The net proceeds of HKD 7.7 million from the November 2024 share placement, completed on January 3, 2025, were fully utilized for staff salaries, professional fees, and other operating expenses, and the net proceeds of HKD 3.1 million from the January 2025 share placement, completed on February 25, 2025, were also fully utilized for staff salaries, professional fees, repayment of other payables, and other expenses Use of Proceeds from November 2024 Share Placement (As of June 30, 2025) | Planned Use | Net Proceeds (HKD millions) | Actual Use (HKD millions) | Unutilized (HKD millions) | | :--- | :--- | :--- | :--- | | Payment of staff salaries and related expenses | 5.3 | 5.3 | – | | Payment of professional fees and other service costs | 1.5 | 1.5 | – | | Others | 0.9 | 0.9 | – | | Total | 7.7 | 7.7 | – | Use of Proceeds from January 2025 Share Placement (As of June 30, 2025) | Planned Use | Net Proceeds (HKD millions) | Actual Use (HKD millions) | Unutilized (HKD millions) | | :--- | :--- | :--- | :--- | | Payment of staff salaries and related expenses | 1.3 | 1.3 | – | | Payment of professional fees and other service costs | 0.5 | 0.5 | – | | Repayment of other payables | 0.3 | 0.3 | – | | Others | 1.0 | 1.0 | – | | Total | 3.1 | 3.1 | – | [Material Investments Held](index=34&type=section&id=Material%20Investments%20Held) As of June 30, 2025, the Group did not hold any material investments - As of June 30, 2025, the Group did not hold any material investments[87](index=87&type=chunk) [Capital Commitments and Contingent Liabilities](index=34&type=section&id=Capital%20Commitments%20and%20Contingent%20Liabilities) As of June 30, 2025, the Group had no material capital commitments or contingent liabilities - As of June 30, 2025, the Group had no material capital commitments or any material contingent liabilities or guarantees[88](index=88&type=chunk) [Foreign Exchange Risk](index=34&type=section&id=Foreign%20Exchange%20Risk) The Group's revenue is primarily denominated in RMB, with some in HKD, and while USD foreign exchange risk is not significant due to the HKD peg, RMB foreign exchange risk is also considered not significant, but will be closely monitored and hedged if necessary - The Group's revenue is primarily denominated in **RMB**, with some in **HKD**[89](index=89&type=chunk) - The Group considers foreign exchange risk related to **USD** and **RMB** not significant but will closely monitor changes in foreign currency exchange rates and consider hedging when necessary[90](index=90&type=chunk) [Prospects](index=34&type=section&id=Prospects) The Group's future strategic direction is to strengthen its core apparel supply chain management business and seize growth opportunities in the innovative supply chain management segment through technology-assisted services and platforms, adopting a more flexible grassroots strategy, supported by a USD 25 million subscription agreement with an investor, and expecting significant revenue from strategic cooperation with the 832 Platform by the end of the 2025 financial year - The Group will strengthen its core apparel supply chain management business and seize growth opportunities in the innovative supply chain management segment through technology-assisted supply chain management services and platforms[91](index=91&type=chunk) - The **USD 25 million** subscription agreement with an investor supports the development of strategic plans[91](index=91&type=chunk) - Strategic cooperation with the 832 Platform and its ecosystem is expected to achieve significant revenue contribution by the end of the 2025 financial year, subject to working capital allocation[92](index=92&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=35&type=section&id=Capital%20Structure,%20Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group had 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% Overview of Capital Structure, Liquidity and Financial Resources (As of June 30, 2025) | 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% | - There have been no significant changes in the company's capital structure since December 31, 2024[94](index=94&type=chunk) [Dividends](index=35&type=section&id=Dividends) The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (nil for the six months ended June 30, 2024)[95](index=95&type=chunk) [Segment Information](index=36&type=section&id=Segment%20Information) 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[96](index=96&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=36&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 make any material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group did not make any material acquisitions or disposals of subsidiaries, associates, or joint ventures[97](index=97&type=chunk) [Employees and Remuneration Policy](index=36&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group employed 16 full-time employees, a significant reduction from 53 in the same period of 2024, with staff costs increasing to HKD 10.0 million, and the company implementing a competitive remuneration system linking part of the compensation to business performance - As of June 30, 2025, the Group employed a total of **16 full-time employees** (June 30, 2024: **53 full-time employees**)[98](index=98&type=chunk) - For the six months ended June 30, 2025, the Group's staff costs were approximately **HKD 10.0 million** (same period in 2024: **HKD 7.3 million**)[98](index=98&type=chunk) - The company establishes a competitive remuneration system, linking part of employee compensation to business performance to incentivize employees for better results[98](index=98&type=chunk) [Future Plans for Material Investments and Capital Assets](index=36&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) As of June 30, 2025, the Group had no future plans involving material investments or capital assets - As of June 30, 2025, the Group had no plans involving material investments or capital assets[99](index=99&type=chunk) Other Information [Disclosure of Interests](index=37&type=section&id=Disclosure%20of%20Interests) As of June 30, 2025, Executive Director Mr. Chen Ting held 53.93% of the company's shares through his controlled corporation, Beaming Elite, which held 740,480,000 shares, while Arena Investors, LP held 18.98% long and 6.59% short positions, and Mr. Ng Kim Ming held a long position of 89,320,000 relevant shares through EnKai Directors' and Chief Executive's Interests in Shares of the Company (As of June 30, 2025) | Director Name | Nature and Capacity of Interest | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Chen Ting | Interest in controlled corporation | 740,480,000 (L) | 53.93% | Substantial Shareholders' and Other Persons' Interests in Shares and Underlying Shares of the Company (As of June 30, 2025) | Substantial Shareholder Name | Nature and Capacity of Interest | Number of Shares Held | Number of Relevant Shares Held under Share Options | Total Number of Shares and Relevant Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Beaming Elite | Beneficial owner | 740,480,000 (L) | – | 74,048,000 (L) | 53.93% | | Ms. Theresa Woo | Spouse's interest | 740,480,000 (L) | – | 74,048,000 (L) | 53.93% | | Arena Investors, LP | Investment manager | 257,065,000 (L) | 89,320,000 (S) | 25,880,000 (L) / 89,320,000 (S) | 18.98% (L) / 6.59% (S) | | Mr. Ng Kim Ming | Interest in controlled corporation | – | 89,320,000 (L) | 89,320,000 (L) | 6.59% | - Arena Investors, LP granted an option to EnKai Investments Pte. Ltd. for up to **96,000,000 shares**, of which **89,320,000 shares** remain outstanding[105](index=105&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=40&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) For the six months ended June 30, 2025, neither the company nor its subsidiaries participated in any arrangements enabling directors or chief executives to subscribe for securities of the company or its associated corporations - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries participated in any arrangements enabling the company's directors or chief executive to subscribe for securities of the company or any of its associated corporations[107](index=107&type=chunk) [Competing Interests of Directors and Controlling Shareholders](index=40&type=section&id=Competing%20Interests%20of%20Directors%20and%20Controlling%20Shareholders) For the six months ended June 30, 2025, directors confirmed that no director, controlling shareholder, or their respective close associates had any business or interest in any company that competes or is likely to compete with the Group's business - Directors confirmed that no director, controlling shareholder, or their respective close associates had any business or interest in any company that competes or is likely to compete with the Group's business[108](index=108&type=chunk) [Corporate Governance Practices and Compliance Matters](index=40&type=section&id=Corporate%20Governance%20Practices%20and%20Compliance%20Matters) The company is committed to maintaining high standards of corporate governance practices and has complied with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules for the six months ended June 30, 2025, except for the deviations noted - The company has complied with the code provisions set out in the Corporate Governance Code for the six months ended June 30, 2025, except for the deviations noted below[109](index=109&type=chunk) [Directors' Securities Transactions](index=41&type=section&id=Directors'%20Securities%20Transactions) 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[110](index=110&type=chunk) - All directors confirmed their compliance with the required standard for the six months ended June 30, 2025[110](index=110&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=41&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - 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[111](index=111&type=chunk) [Share Option Scheme](index=41&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on April 16, 2018, to incentivize eligible participants, effective for 10 years from the listing date, 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 individual equity and incentivize eligible participants for their contributions[112](index=112&type=chunk) - The share option scheme is effective for **10 years** from the listing date, and eligible participants include employees, consultants, service providers, etc[112](index=112&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[112](index=112&type=chunk) [Audit Committee and Review of Accounts](index=42&type=section&id=Audit%20Committee%20and%20Review%20of%20Accounts) The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, and this report, confirming their compliance with applicable accounting standards and Listing Rules requirements - The Audit Committee comprises Mr. Choi Man Hon (Chairman), Dr. Lau Tai Wai, and Professor Yang Mengzhang, Engineer (all independent non-executive directors)[113](index=113&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, and this report, and considers them to be prepared in compliance with applicable accounting standards and Listing Rules requirements[113](index=113&type=chunk) [Forward-Looking Statements](index=42&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements based on the directors' current thoughts, assumptions, and expectations, but these are subject to risks and uncertainties beyond the company's control, and actual results may differ materially - This report contains certain forward-looking statements or statements using certain forward-looking words, which are the current thoughts, assumptions, and expectations of the directors regarding the industry and markets in which they operate[114](index=114&type=chunk) - These 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[114](index=114&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不對因本公告全部或任何部份內容而產生或因倚賴該等內容而引致的 任 何 損 失 承 擔 任 何 責 任。 二. 主要財務數據及股東情況 （一）主要財務數據 單 位：元 幣 種：人 民 幣 | | 本報告期 | | 本報告期比 | | --- | --- | --- | --- | | 主要會計數據 | （1-6月） | 上年同期 | 上年同期增減 | | | | | (%) | | 營業收入 | 1,673,393,688.48 | 2,978,823,318.67 | -43.82 | | 利潤總額（虧損總額以「-」號填列） | -503,384,113.63 | -69,733,769.81 | 不適用 | | 歸屬於 本 公司股東的淨利潤 | | | | | （淨虧損以「-」號填列） | -448,984,121.51 | -54,781,826.93 | 不適用 | | 歸屬於 本 公司股東的扣除非 | | | | | 經常性損益的 ...