中期業績公佈 截至二零二五年六月三十日止六個月 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為相比起其他在聯交所上市的公司帶有較高投資風險的公司提供 一個上市的市場。有意投資的人士應了解投資於該等公司的潛在風險，並應經過審 慎周詳的考慮後方作出投資決定。GEM 的較高風險及其他特色表示GEM 較適合 專業及其他老練投資者。 由於GEM上市公司新興的性質所然，在GEM買賣的證券可能會較於聯交所主板買 賣之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通 量的市場。 香港交易及結算所有限公司及聯交所對本公佈的內容概不負責，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佈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。 本公佈乃遵照GEM證券上市規則（「《GEM上市規則》」）的規定提供有關中生北 控生物科技股份有限公司（「本公司」，與其附屬公司統稱為「本集團」）的資料，本 公司各董事（「董事」）願就本公佈共同及個別承擔全部責任。各董事經作出一切合 理查詢後確認，就彼等所深知及確信：(1)本公佈所載資料在各重大方面均屬準確 完整，且無誤導 ...

[Financial Summary](index=4&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) The company's H1 2025 financial performance shows revenue and profit growth, with a slight decrease in total assets and an increase in net assets per share H1 2025 Performance Highlights | Metric | Amount (RMB) | Y-o-Y Change (%) | | :--- | :--- | :--- | | Revenue | 2.10 billion yuan | 14.9 | | Gross Profit | 982 million yuan | 7.2 | | Gross Profit Margin | 46.8% | -3.3 percentage points | | Operating Profit | 851 million yuan | 7.6 | | Profit Before Income Tax | 716 million yuan | 12.8 | | Profit Attributable to Equity Holders of the Company | 361 million yuan | 14.9 | | Basic Earnings Per Share | 0.2156 yuan | 14.9 | | Total Assets (vs. end 2024) | 37.38 billion yuan | -0.3 | | Net Assets Per Share Attributable to Shareholders (vs. end 2024) | 7.18 yuan | 0.3 | [Five-Year Financial Summary](index=5&type=section&id=%E4%BA%94%E5%B9%B4%E8%B2%A1%E5%8B%99%E6%A6%82%E8%A6%81) This section provides a five-year overview of the company's income statement, balance sheet, and key financial ratios Income Statement (For the six months ended June 30) | (RMB thousand yuan) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 2,099,133 | 1,826,884 | 1,935,448 | 1,615,538 | 1,831,743 | | Profit Attributable to Equity Holders of the Company | 360,764 | 313,938 | 427,106 | 295,318 | 467,699 | | Basic Earnings Per Share | RMB 0.2156 | RMB 0.1876 | RMB 0.2553 | RMB 0.1765 | RMB 0.2795 | Financial Position (Period-end) | (RMB thousand yuan) | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 37,379,135 | 37,506,791 | 36,502,458 | 36,337,410 | 35,661,108 | | Total Liabilities | 21,633,700 | 22,100,654 | 21,652,521 | 22,102,435 | 21,188,359 | | Equity | 15,745,435 | 15,406,137 | 14,849,937 | 14,234,975 | 14,472,749 | | Net Assets Per Share Attributable to Equity Holders of the Company | RMB 7.18 | RMB 7.08 | RMB 6.94 | RMB 6.71 | RMB 6.88 | Financial Ratios (Period-end) | Metric | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Return on Equity Attributable to Equity Holders of the Company (Annualized) | 6.01% | 5.54% | 6.59% | 4.03% | 12.73% | | Interest Coverage Ratio (EBITDA) | 8.5x | 6.9x | 6.4x | 4.7x | 4.6x | | Capital Gearing Ratio | 48.5% | 50.0% | 49.5% | 51.4% | 48.5% | | Total Liabilities/Total Assets Ratio | 57.9% | 58.9% | 59.3% | 60.8% | 59.4% | [Company Profile](index=6&type=section&id=%E5%85%AC%E5%8F%B8%E7%B0%A1%E4%BB%8B) The company primarily invests in, constructs, operates, and manages toll roads and bridges in China, with 16 projects and approximately 607.7 km of attributable toll mileage - Yuexiu Transport Infrastructure Limited and its subsidiaries primarily engage in the investment, construction, development, operation, and management of expressways and bridges in Guangdong Province and other high-growth provinces in China[22](index=22&type=chunk) - As of June 30, 2025, the Group has invested in and operates **16 toll road, bridge, and port projects**, with an attributable toll mileage of approximately **607.7 km**[23](index=23&type=chunk)[24](index=24&type=chunk) - Guangzhou Northern Ring Expressway's toll collection expired on March 22, 2024, and the project handover to the government is in progress[23](index=23&type=chunk) [Project Location Map](index=8&type=section&id=%E9%A0%85%E7%9B%AE%E4%BD%8D%E7%BD%AE%E5%9C%96) This section illustrates the geographical locations and basic information of the Group's expressway, bridge, and port projects across various provinces - The report provides detailed geographical locations and basic information for the Group's invested and operated expressways, bridges, and port projects in provinces such as Henan, Hubei, Hunan, Guangxi, and Guangdong, including toll mileage, number of lanes, and connecting road networks[27](index=27&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) - Guangzhou Northern Ring Expressway's toll collection expired at 24:00 on March 22, 2024, with project handover to the government currently underway[33](index=33&type=chunk) - Pazhou Port and Macau Passenger Terminal currently has **5 berths** and **2 passenger ships**, operating two routes between Pazhou and Hong Kong city center and Hong Kong Airport[42](index=42&type=chunk) [Management Discussion and Analysis](index=16&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section provides an in-depth review of the company's operational and financial performance, along with future outlook and strategic initiatives [Business Review](index=16&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) In H1 2025, most of the Group's projects saw year-on-year growth in average daily toll traffic and revenue, driven by increased travel and a lower base in the prior period, while some projects experienced revenue decline due to parallel road competition, with the Group continuously advancing lean management, revenue diversification, service quality enhancement, and innovative technology application [Summary of Operating Toll Roads, Bridges, and Ports](index=16&type=section&id=%E7%87%9F%E9%81%8B%E4%B8%AD%E6%94%B6%E8%B2%BB%E5%85%AC%E8%B7%AF%E3%80%81%E6%A9%8B%E6%A8%91%E3%80%81%E7%A2%BC%E9%A0%AD%E7%9A%84%E8%B3%87%E6%96%99%E6%A6%82%E8%A6%81) This section outlines basic information for the Group's **16 operating toll road, bridge, and port projects**, including toll mileage, number of lanes, attributable equity, and toll expiry dates, also noting adjustments to toll periods and new toll station openings for some projects - The Group completed the acquisition of a **55% equity stake** in Henan Pinglin Expressway on November 26, 2024[71](index=71&type=chunk) - Toll periods for projects in Guangdong Province are expected to be extended due to the toll exemption policy during the COVID-19 pandemic, while Guangzhou Northern Ring Expressway's toll collection expired on March 22, 2024, and is being handed over to the government[71](index=71&type=chunk) - Hubei Hancai Expressway's Caidian toll station opened in June 2025, and Hubei Daguanan Expressway's Huangshi toll station opened in January 2025, extending its toll mileage to **109.7 km**[71](index=71&type=chunk) [Toll Road, Bridge, and Port Project Toll Summary](index=18&type=section&id=%E6%94%B6%E8%B2%BB%E5%85%AC%E8%B7%AF%E3%80%81%E6%A9%8B%E6%A8%91%E3%80%81%E7%A2%BC%E9%A0%AD%E9%A0%85%E7%9B%AE%E6%94%B6%E8%

Financial Performance - The Group's revenue for the Period was approximately HK$873,671,000, representing a decrease of 16.2% compared to HK$1,042,746,000 for the same period last year due to decreased advertising revenue from intensified competition and shifting consumer preferences in the outdoor media business [10]. - The loss attributable to owners of the Company increased to approximately HK$205,264,000, an increase of 11.3% compared to HK$184,457,000 for the same period last year [12]. - Revenue for the six months ended June 30, 2025, was HK$873,671,000, a decrease of 16.2% compared to HK$1,042,746,000 in 2024 [148]. - The company reported a loss attributable to owners of the Company of HK$205,264,000, compared to HK$184,457,000 in 2024, an increase of 11.3% [148]. - Loss before income tax for the period was HK$258,005,000, compared to a loss of HK$219,434,000 in the previous year, indicating a 17.5% increase in losses [148]. - Total comprehensive expense for the period was HK$140,132,000, significantly improved from HK$307,728,000 in 2024, marking a reduction of 54.4% [150]. Operating Costs and Expenses - Operating costs decreased by 5.8% to approximately HK$1,153,403,000, down from HK$1,224,550,000 in the previous year, attributed to effective cost control measures [11]. - Operating expenses decreased to HK$975,075,000 from HK$1,030,254,000, reflecting a reduction of 5.4% [148]. - Staff costs for the period decreased to approximately HK$500,962,000, down from HK$537,808,000 for the six months ended June 30, 2024 [68]. Revenue Breakdown - Television broadcasting revenue decreased to HK$306,018,000 from HK$382,584,000, while Internet media revenue increased to HK$371,475,000 from HK$353,308,000 [17]. - Revenue from television broadcasting decreased by 20.0% to approximately HK$306,018,000, accounting for 35.0% of the total revenue [42]. - Revenue from the internet media business increased by 5.1% to approximately HK$371,475,000, with a segmental loss of approximately HK$35,620,000 [47]. - Revenue from the outdoor media business decreased by 42.7% to approximately HK$140,730,000, with a segmental loss of approximately HK$60,830,000 [48]. Investment and Assets - The fair value loss for investment properties in Beijing, Shenzhen, and London was approximately HK$8,332,000, significantly lower than the HK$29,625,000 loss recorded in the same period last year [11]. - The Group's financial assets at fair value through profit or loss totaled HK$210,643,000 as of June 30, 2025, with HK$144,640,000 in structured deposits and HK$66,003,000 in other investments [191]. - The carrying amounts of the Group's financial assets and liabilities approximate their fair values due to their short maturities [197]. Audience and Market Presence - The global audience scale of Phoenix TV exceeds 2 billion, with over 500 million television audience and more than 200 million overseas new media audience [23]. - The number of overseas social media users of Phoenix TV has exceeded 10 million, with a 49% increase in YouTube subscribers during the first half of the year [23]. - The company's YouTube channel subscribers grew by 49% in the first half of the year, ranking among the top Chinese media channels in Hong Kong [24]. Corporate Governance and Compliance - The Company has complied with the Corporate Governance Code throughout the period up to June 30, 2025, except for certain deviations [121]. - Mr. Xu Wei has served as both Chairman and CEO, which deviates from code provision C.2.1, but the Board believes this is beneficial due to his extensive experience in the media industry [125]. - The Company has adopted a code of conduct for securities transactions by Directors, confirming compliance throughout the period [137]. Cash Flow and Financial Position - Cash and cash equivalents decreased to HK$1,700,267,000 from HK$2,010,244,000, a decline of 15.4% [153]. - For the six months ended June 30, 2025, net cash used in operating activities was HK$95,202,000, compared to HK$11,415,000 for the same period in 2024, indicating a significant increase in cash outflow [162]. - The company reported a decrease in cash and cash equivalents of HK$354,242,000 for the six months ended June 30, 2025, contrasting with an increase of HK$24,267,000 in the same period of 2024 [163]. Share Options and Capital Structure - As of June 30, 2025, there are 46,379,395 share options available for grant under the 2017 Share Option Scheme, representing approximately 9.3% of the total issued share capital of the Company [90]. - The total number of share options available under the 2018 PNM Share Option Scheme is 26,593,526, representing approximately 4.6% of the total issued share capital of PNM [106]. - The share capital remained unchanged at HK$499,366 as of June 30, 2025 [158]. Future Outlook and Strategy - The Group plans to continue consolidating existing businesses while exploring new business opportunities to enhance its operations [74]. - The Company aims to innovate content products on major streaming platforms and expand the use of artificial intelligence tools for enhanced media communication [23]. - The integration of television broadcasting and internet media platforms enhanced the overall influence of the Phoenix Media matrix [32].

香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市的公司帶有較高投資風 險。有意投資的人士應了解投資於該等公司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主板買賣的證券承受較大的市場 波動風險，同時無法保證在GEM買賣的證券會有高流通量的市場。 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報告的內容概不負責，對其準確性或完整性亦不發 表任何聲明，並明確表示，概不對因本報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。 本報告包括之資料乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關濠亮環球有限公 司（「本公司」）之資料；本公司董事（「董事」）願就本報告共同及個別承擔全部責任。各董事在作出一切合理查詢 後確認，就彼等所知及所信，本報告所載之資料在各重要方面均屬準確完備，沒有誤導或欺詐成份，且並無遺 漏任何其他事項，足以令本報告或其所載任何陳述產生誤導。 目錄 | 公司資料 | 2 | | --- | ...

Financial Performance - For the six months ended June 30, 2025, the company's total revenue was RMB 37.465 billion, an increase of RMB 3.844 billion or 11.43% compared to RMB 33.621 billion in the same period last year[4] - The net profit attributable to the parent company for the same period was RMB 1.030 billion, a decrease of RMB 0.221 billion or 17.67% from RMB 1.251 billion in the previous year[4] - The total operating costs for the six months ended June 30, 2025, were RMB 34.712 billion, up from RMB 30.226 billion, reflecting an increase of RMB 4.485 billion[6] - The operating profit for the period was RMB 3.108 billion, down from RMB 3.714 billion, indicating a decline of RMB 0.606 billion[6] - The company reported a total profit of RMB 3.099 billion for the period, compared to RMB 3.729 billion in the previous year, a decrease of RMB 0.630 billion[7] - The basic earnings per share for the period were RMB 0.129, down from RMB 0.157 in the same period last year[7] - The total comprehensive income for the period was RMB 3.050 billion, slightly down from RMB 3.284 billion in the previous year[7] Assets and Liabilities - The company’s total assets as of June 30, 2025, were reported in the interim balance sheet, reflecting the financial position at the end of the reporting period[8] - As of June 30, 2025, total current assets amounted to RMB 155.57 billion, a slight decrease from RMB 158.76 billion as of December 31, 2024, representing a decline of approximately 1.4%[9] - The company's cash and cash equivalents decreased to RMB 32.14 billion from RMB 41.32 billion, a reduction of about 22.1%[9] - Accounts receivable increased to RMB 55.99 billion, up from RMB 48.63 billion, reflecting a growth of approximately 15.5%[9] - Total current liabilities decreased to RMB 93.74 billion from RMB 95.73 billion, a decline of about 2.1%[11] - Short-term borrowings rose to RMB 11.98 billion, an increase of approximately 28.0% from RMB 9.35 billion[11] - Total liabilities decreased to RMB 101.79 billion from RMB 105.40 billion, a reduction of about 3.5%[11] - Total equity increased to RMB 97.74 billion from RMB 96.65 billion, reflecting a growth of approximately 1.1%[12] - The company's long-term investments in equity increased to RMB 2.89 billion from RMB 2.82 billion, a rise of about 2.5%[9] - The total assets as of June 30, 2025, were RMB 199.53 billion, down from RMB 202.04 billion, representing a decrease of approximately 1.2%[12] Revenue Segmentation - For the six months ended June 30, 2025, the company achieved revenue of RMB 37.465 billion, an increase of RMB 3.844 billion or 11.43% compared to RMB 33.621 billion in the same period last year, primarily driven by growth in helicopter and aviation support system product sales[55] - The aviation complete machine segment generated revenue of RMB 10.339 billion, a growth of 35.06% year-on-year, accounting for 27.60% of total revenue, mainly due to increased sales of helicopter products[56] - The aviation support systems and related businesses segment reported revenue of RMB 22.583 billion, up 5.60% year-on-year, representing 60.28% of total revenue, largely attributed to the revenue growth of the subsidiary AVIC Optoelectronics[56] Expenses - Sales expenses for the first half of 2025 totaled RMB 339,100,579, compared to RMB 328,679,494 in the first half of 2024, showing an increase of about 3.9%[24] - Management expenses for the first half of 2025 totaled CNY 2,064,480,752, a decrease of 4.4% compared to CNY 2,159,104,061 in the same period of 2024[25] - R&D expenses increased to CNY 2,169,891,803 in the first half of 2025, up 6.8% from CNY 2,031,219,848 in the first half of 2024[26] - The group's gross profit for the six months ended June 30, 2025, was RMB 7.576 billion, a decrease of 5.85% from RMB 8.047 billion in the same period last year, with a gross margin of 20.22%, down 3.71 percentage points year-on-year[58] Cash Flow and Financing - The company plans to issue exchangeable bonds with a proposed fundraising amount not exceeding RMB 1 billion, intended to supplement working capital[77] - The proposed term for the exchangeable bonds will not exceed 3 years, and holders will have the right to convert the bonds into AVIC Helicopter shares during the conversion period[77] - As of June 30, 2025, the group's cash and cash equivalents were RMB 30.39 billion, with total borrowings of RMB 19.196 billion, including short-term borrowings of RMB 12.351 billion[65] Corporate Governance and Strategy - The company is committed to modernizing its corporate governance system and enhancing brand value while promoting green low-carbon transformation across the entire industry chain[51] - The company is actively planning its 14th Five-Year Development Plan to continuously optimize its industrial structure and cultivate emerging industries[52] - The company is focusing on the low-altitude economy strategy, aiming to enhance core competitiveness in the helicopter industry and promote technological innovation and advanced creation[49] Shareholder Information - The company did not declare an interim dividend for the first half of 2025, while no dividend was distributed for the same period in 2024[34] - The company signed a share transfer agreement with Harbin Aircraft Industry Group, acquiring 19,186,952 shares of AVIC Helicopter, representing 2.34% of its total share capital, at a price of RMB 39.76 per share[76] - After the share transfer, the company's direct holdings in AVIC Helicopter will increase to 417,354,803 shares, raising its ownership stake to 50.90%[76]

[Definitions](index=2&type=section&id=Section%201%20Definitions) [Key Terms and Business Segments](index=3&type=section&id=1.1%20Key%20Terms%20and%20Business%20Segments) This section defines key terms used in the interim report, including company entities, business segments (media, technology platform & investments), and major associates (Ule, WeLab, MioTech) - TOM Group's business segments include: * **Media Business:** Covers publishing and advertising business groups * **Technology Platform & Investments:** Includes e-commerce, mobile internet groups, and strategic investments in fintech and advanced big data analytics; Social Network Group is classified as a discontinued operation[8](index=8&type=chunk) - Major associates and investments: * **Ule:** Ule Holdings Limited and its subsidiaries, primarily operating e-commerce/supply chain businesses in mainland China * **WeLab:** A leading Asian fintech company operating digital banking and online financial services in Hong Kong, mainland China, and Indonesia * **MioTech:** A leading Asian provider of sustainable data and software[8](index=8&type=chunk) [Company Information](index=5&type=section&id=Section%202%20Company%20Information) [Board of Directors and Committees](index=5&type=section&id=2.1%20Board%20of%20Directors%20and%20Committees) This section lists TOM Group's Board of Directors, including Chairman, Executive, Non-Executive, and Independent Non-Executive Directors, and details the members of key committees like Audit, Remuneration, Nomination, and Sustainability - Board members include Chairman **Frank John Sixt**, Executive Director **Ken Yeung**, Non-Executive Directors **Angelika Lee** and **Alice Lee**, and Independent Non-Executive Directors **H.S. George Sze**, **Dr. Fong Chi Wai**, and **Chan Tze Leung**[11](index=11&type=chunk) - The company has an Audit Committee (Chairman: Dr. Fong Chi Wai), Remuneration Committee (Chairman: Dr. Fong Chi Wai), Nomination Committee (Chairman: H.S. George Sze), and Sustainability Committee (Chairman: Ken Yeung)[11](index=11&type=chunk) [Chairman's Statement](index=6&type=section&id=Section%203%20Chairman's%20Statement) [Performance and Strategy Overview](index=6&type=section&id=3.1%20Overview%20of%20Performance%20and%20Strategy) The Chairman's report highlights TOM Group's H1 2025 focus on growth-potential investments and divestment of loss-making businesses, achieving a 1.1% revenue increase in continuing operations, 42.7% gross margin, and a 31% reduction in loss attributable to shareholders despite macroeconomic headwinds - The Group continues to focus on investing in high-growth potential business areas, including rural e-commerce/supply chain in China, fintech, and advanced big data analytics[13](index=13&type=chunk) - The social media business Pixnet was divested during the period to improve resource efficiency and capital allocation[15](index=15&type=chunk) 2025 H1 Continuing Operations Key Financial Data | Indicator | 2025 H1 (HKD) | 2024 H1 (HKD) | Change | | :--- | :--- | :--- | :--- | | Consolidated Revenue | 339 million | 334.9 million | **1.1% growth** | | Gross Profit | 145 million | 139 million | **Growth** | | Gross Margin | **42.7%** | 41.5% | **1.2 percentage points increase** | | Loss attributable to shareholders | 96 million | 139 million | **31% reduction** | | Profit before net finance costs and tax | 6 million | (19 million) | **Turnaround from loss to profit** | - Associate Ule recorded a net profit of **RMB23 million**, compared to a loss of **RMB33 million** in the prior period[14](index=14&type=chunk) - Taiwan Publishing Group's total revenue was **HK$327 million**, with a segment profit of **HK$19 million**, seeking growth through diversified revenue streams and accelerated digital integration[14](index=14&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Section%204%20Management%20Discussion%20and%20Analysis) [Financial Summary](index=7&type=section&id=4.1%20Financial%20Summary) This section presents TOM Group's key financial indicators for the six months ended June 30, 2025, showing a slight increase in continuing operations revenue, a turnaround from loss to profit before net finance costs and tax, a significant reduction in loss attributable to equity holders, and decreased loss per share 2025 H1 Financial Summary (Continuing Operations) | Indicator | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Consolidated Revenue | 338,692 | 334,917 | | Profit/(Loss) before net finance costs and tax | 5,722 | (18,804) | | Loss attributable to equity holders (excluding discontinued operations) | (95,663) | (138,676) | | Loss attributable to equity holders (including discontinued operations) | (98,698) | (145,414) | | Loss per share (excluding discontinued operations) | (2.42) HK cents | (3.50) HK cents | | Loss per share (including discontinued operations) | (2.49) HK cents | (3.67) HK cents | | Net Debt | (1,696,236) | (1,551,841) | - Social Network Group was divested on May 31, 2025, with a discontinued operations loss of **HK$3,035 thousand** (2024: HK$6,738 thousand)[18](index=18&type=chunk) [Business Review](index=8&type=section&id=4.2%20Business%20Review) This section reviews the Group's business performance in H1 2025, noting stable media business revenue, continued leadership and digital transformation in Taiwan publishing, and profit in technology platform and investment business, alongside the divestment of Pixnet and ongoing investments in fintech, sustainable data, and rural e-commerce, with plans to enhance AI applications - Media business total revenue was **HK$336 million**, with a segment profit of **HK$19 million**[20](index=20&type=chunk) - Taiwan publishing business, Cite Publishing Group, maintained market leadership through digital transformation, artificial intelligence technology application, and new revenue model development[21](index=21&type=chunk) - Technology Platform and Investment business total revenue was **HK$3 million**, with a segment profit of **HK$9 million**, including a reversal from e-commerce business[20](index=20&type=chunk) - The social media business Pixnet was divested in May 2025 to facilitate its future development and optimize Group resource allocation[22](index=22&type=chunk) - The Group holds a **7.94% equity interest** in WeLab's issued shares, with WeLab being a leading Asian fintech company serving over **70 million users** and facilitating over **US$15 billion** in loans[24](index=24&type=chunk) - The Group holds a **6.22% equity interest** in MioTech's issued shares, with MioTech being a leading Asian sustainable data and software provider[25](index=25&type=chunk) - Looking ahead, TOM Group will continue to strengthen the application of artificial intelligence solutions to drive innovation and operational efficiency, while accelerating digital business development[25](index=25&type=chunk) [Financial Performance Analysis](index=10&type=section&id=4.3%20Financial%20Performance%20Analysis) This section analyzes the Group's financial position, including cash flow, debt levels, and liquidity, showing an increase in net debt but improved operating cash outflow, current ratio, and net current assets, indicating prudent financial management amidst macroeconomic challenges 2025 H1 Group Capital Resources and Liquidity | Indicator | 2025 June 30 (HKD) | 2024 December 31 (HKD) | | :--- | :--- | :--- | | Cash and bank balances (excluding pledged deposits) | Approx. 495 million | - | | Total credit facilities | 4.52 billion | - | | Utilized credit facilities | 3.98 billion (88.1%) | - | | Total principal amount of loans | Approx. 3.98 billion | - | | Gearing ratio | **174.3%** | 175.6% | | Net current assets | Approx. 287 million | Approx. 233 million | | Current ratio | **1.54** | 1.44 | | Net debt | Approx. 1.696 billion | Approx. 1.664 billion | - Net cash outflow from operating activities after interest and tax narrowed from **HK$62 million** in the prior period to **HK$43 million**, primarily due to lower loan interest rates[29](index=29&type=chunk) - Profit before net finance costs and tax was **HK$6 million**, compared to a loss of **HK$19 million** in the prior period, mainly due to a reversal of long-aged payables and increased share of profit from associates[30](index=30&type=chunk) - Discontinued operations recorded total revenue of approximately **HK$6 million** and a loss for the period of approximately **HK$4 million**, including a loss of approximately **HK$1 million** from the disposal of Pixnet[30](index=30&type=chunk) [Significant Investments](index=11&type=section&id=4.4%20Significant%20Investments) This section details the Group's significant investments in Ule and WeLab, including shareholding percentages, carrying values, and their impact on the Group's financial performance, emphasizing alignment with the Group's strategy in high-growth potential areas 2025 H1 Significant Investments Overview | Investment Nature | Number of Shares Held by Group | Interest in Issued Share Capital | Carrying Value (HKD) | Ratio to Group's Total Assets | | :--- | :--- | :--- | :--- | :--- | | Ule (Ordinary Shares) | 437,310,730 | **22.39%** | 367,419,000 | **12.73%** | | WeLab (Preference Shares) | 4,041,466 | **7.94%** | 689,759,000 | **23.90%** | - The Group recorded a share of operating profit of **HK$5.419 million** from its investment in Ule in the condensed consolidated interim income statement[36](index=36&type=chunk) - The Group's investment in WeLab recorded an unrealized loss of **HK$46 thousand** after revaluation[40](index=40&type=chunk) - These significant investments align with the Group's strategy to focus on high-growth potential business areas such as e-commerce/supply chain, fintech, and advanced big data analytics[41](index=41&type=chunk) [Other Information](index=12&type=section&id=4.5%20Other%20Information) This section covers non-financial information such as post-balance sheet events, foreign exchange risk management, employee data, corporate strategy, and sustainability, confirming no significant post-balance sheet events, controlled foreign exchange risk, ongoing sustainability focus, and the purpose of non-GAAP metrics - No post-balance sheet events occurred after the reporting period that would significantly impact the Group's condensed consolidated interim financial information[42](index=42&type=chunk) - The Group's operations are primarily concentrated in mainland China and Taiwan, denominated in local currencies, and are not exposed to significant foreign exchange risk[43](index=43&type=chunk) - As of June 30, 2025, TOM Group employed approximately **1,000 full-time staff**, with staff costs for the first six months of the year totaling **HK$146 million**[44](index=44&type=chunk) - The Group's corporate strategy aims to enhance long-term total returns for all stakeholders, focusing on recurring and sustainable profitability, and rigorous profit and cost management[47](index=47&type=chunk) - The Group's sustainability approach and priorities are based on four pillars: business, people, environment, and community[50](index=50&type=chunk) - Non-GAAP measures used in the report (e.g., profit/(loss) before net finance costs and tax) are intended to enhance the overall understanding of the Group's current financial performance but may not be comparable to similar measures used by other companies[51](index=51&type=chunk) [Independent Review Report](index=15&type=section&id=Section%205%20Independent%20Review%20Report) [Review Scope and Conclusion](index=15&type=section&id=5.1%20Review%20Scope%20and%20Conclusion) PricewaterhouseCoopers reviewed TOM Group's interim financial information for the six months ended June 30, 2025, in accordance with Hong Kong Standard on Review Engagements 2410, concluding that nothing came to their attention to suggest the financial information was not prepared in all material respects in accordance with HKAS 34 - The auditor conducted the review in accordance with Hong Kong Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity"[53](index=53&type=chunk) - The scope of a review is substantially less than an audit, so it does not provide assurance that all material matters would be identified, and therefore no audit opinion is expressed[53](index=53&type=chunk) - The conclusion is that nothing has come to the auditor's attention that causes them to believe the Group's interim financial information is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting"[54](index=54&type=chunk) [Condensed Consolidated Interim Financial Information](index=16&type=section&id=Section%206%20Condensed%20Consolidated%20Interim%20Financial%20Information) [Condensed Consolidated Interim Income Statement](index=16&type=section&id=6.1%20Condensed%20Consolidated%20Interim%20Income%20Statement) The income statement for the six months ended June 30, 2025, shows a slight increase in continuing operations revenue, a turnaround from loss to profit before net finance costs and tax, but a net loss for the period due to finance costs, though the loss narrowed compared to the prior period 2025 H1 Condensed Consolidated Interim Income Statement (Continuing Operations) | Indicator | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Revenue | 338,692 | 334,917 | | Cost of sales | (193,973) | (196,050) | | Profit/(Loss) before net finance costs and tax | 5,722 | (18,804) | | Finance costs, net | (92,202) | (110,293) | | Loss before tax | (86,480) | (129,097) | | Loss for the period from continuing operations | (90,983) | (135,245) | 2025 H1 Loss Attributable to Equity Holders and Loss Per Share | Indicator | 2025 H1 (HK$ thousand/HK cents) | 2024 H1 (HK$ thousand/HK cents) (Restated) | | :--- | :--- | :--- | | Loss for the period attributable to equity holders | (98,698) | (145,414) | | - From continuing operations | (95,663) | (138,676) | | - From discontinued operations | (3,035) | (6,738) | | Loss per share (basic and diluted) | (2.49) HK cents | (3.67) HK cents | | - From continuing operations | (2.42) HK cents | (3.50) HK cents | | - From discontinued operations | (0.07) HK cents | (0.17) HK cents | [Condensed Consolidated Interim Statement of Comprehensive Income](index=18&type=section&id=6.2%20Condensed%20Consolidated%20Interim%20Statement%20of%20Comprehensive%20Income) The statement of comprehensive income shows that despite a loss for the period, the total comprehensive expense attributable to equity holders significantly narrowed compared to the prior period, driven by revaluation surplus of financial assets at fair value through other comprehensive income and positive exchange differences 2025 H1 Condensed Consolidated Interim Statement of Comprehensive Income | Indicator | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Loss for the period | (94,672) | (143,459) | | Revaluation surplus/(deficit) on financial assets at fair value through other comprehensive income | 405 | (94,436) | | Exchange differences | 62,050 | (23,485) | | Total comprehensive expense for the period | (32,328) | (261,380) | | Total comprehensive expense for the period attributable to equity holders | (54,699) | (249,465) | [Condensed Consolidated Interim Statement of Financial Position](index=19&type=section&id=6.3%20Condensed%20Consolidated%20Interim%20Statement%20of%20Financial%20Position) The statement of financial position as of June 30, 2025, indicates a slight increase in total assets, stable non-current assets, improved net current assets, but an increase in net debt 2025 H1 Condensed Consolidated Interim Statement of Financial Position | Indicator | 2025 June 30 (HK$ thousand) | 2024 December 31 (HK$ thousand) | | :--- | :--- | :--- | | Non-current assets | 2,063,237 | 2,037,383 | | Current assets | 822,953 | 763,830 | | Current liabilities | 535,755 | 530,632 | | Net current assets | **287,198** | 233,198 | | Total assets less current liabilities | 2,350,435 | 2,270,581 | | Non-current liabilities | 4,046,671 | 3,934,477 | | Net debt | (1,696,236) | (1,663,896) | | Total deficit attributable to equity holders | (2,012,960) | (1,958,033) | [Condensed Consolidated Interim Statement of Changes in Equity](index=21&type=section&id=6.4%20Condensed%20Consolidated%20Interim%20Statement%20of%20Changes%20in%20Equity) The statement of changes in equity for the six months ended June 30, 2025, reflects an increase in the total deficit attributable to equity holders, primarily due to the loss for the period, partially offset by exchange differences in other comprehensive income 2025 H1 Changes in Equity Attributable to Equity Holders | Indicator | 2025 January 1 (HK$ thousand) | Loss for the period (HK$ thousand) | Other comprehensive income (HK$ thousand) | 2025 June 30 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Accumulated losses | (7,018,988) | (98,698) | - | (7,115,467) | | Exchange reserve | 630,360 | - | 43,233 | 673,593 | | Total deficit | (1,958,033) | (98,698) | 43,233 | (2,012,960) | [Condensed Consolidated Interim Cash Flow Statement](index=23&type=section&id=6.5%20Condensed%20Consolidated%20Interim%20Cash%20Flow%20Statement) The cash flow statement for the six months ended June 30, 2025, shows a narrowed net cash outflow from operating activities and a significant increase in net cash inflow from financing activities, leading to an overall increase in cash and cash equivalents 2025 H1 Condensed Consolidated Interim Cash Flow Statement | Cash flow category | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Net cash used in operating activities | (42,637) | (61,586) | | Net cash used in investing activities | (45,719) | (31,627) | | Net cash from financing activities | **93,855** | 37,333 | | Increase/(Decrease) in cash and cash equivalents | **5,499** | (55,880) | | Cash and cash equivalents at June 30 | **494,886** | 421,797 | [Notes to the Condensed Consolidated Interim Financial Information](index=24&type=section&id=Section%207%20Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Information) [Basis of Preparation and Accounting Policies](index=24&type=section&id=7.1%20Basis%20of%20Preparation%20and%20Accounting%20Policies) This section outlines the basis of preparation for the interim financial information, adhering to HKAS 34 and Listing Rules, confirming consistent accounting policies with the prior year, no significant impact from new standard amendments, and preparation under the going concern assumption - The condensed consolidated interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA and the applicable disclosure provisions of the Listing Rules[77](index=77&type=chunk) - The Group prepared this unaudited condensed consolidated interim financial information on a **going concern basis**, possessing sufficient financial resources to support its continued operations[77](index=77&type=chunk) - The accounting policies and methods of computation used in preparing this unaudited condensed consolidated interim financial information are consistent with those used in the preparation of the 2024 annual financial statements, with no significant impact from newly adopted standard amendments[78](index=78&type=chunk)[79](index=79&type=chunk) [Financial Risk Management](index=25&type=section&id=7.2%20Financial%20Risk%20Management) This section discusses the Group's exposure to credit, liquidity, and market risks, detailing valuation methods and classifications for financial instruments measured at fair value, particularly for Level 3 financial assets like the WeLab investment - The Group's operations are exposed to various financial risks: **credit risk**, **liquidity risk**, and **market risk** (including cash flow interest rate risk, foreign currency risk, and price risk)[83](index=83&type=chunk) 2025 H1 Assets Measured at Fair Value | Category | Level 1 (HK$ thousand) | Level 2 (HK$ thousand) | Level 3 (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Investment properties | – | – | 17,331 | 17,331 | | FVOCI financial assets (equity securities) | 5,701 | – | 821,583 | 827,284 | | **Total Assets** | **5,701** | **–** | **838,914** | **844,615** | - Certain financial assets at FVOCI (**HK$689,759,000**) were fair valued by an independent external valuer as of June 30, 2025, referencing the subscription price of the most recent equity financing round[90](index=90&type=chunk) - As of June 30, 2025, the Group held a **7.94%** (December 31, 2024: 7.96%) equity interest in WeLab[90](index=90&type=chunk) [Segment Information](index=28&type=section&id=7.3%20Segment%20Information) This section provides detailed financial performance, asset, and liability information by business segment, including continuing operations (Technology Platform & Investments, Media Business) and discontinued operations (Social Network Group), illustrating each segment's revenue, profit/loss, and balance sheet status - The Group has four reportable continuing operating segments: E-commerce Group, Mobile Internet Group, Publishing Business Group, and Advertising Business Group; the discontinued operation is the Social Network Group[96](index=96&type=chunk)[97](index=97&type=chunk) 2025 H1 Segment Revenue (External Customers) | Segment | Revenue (HK$ thousand) | | :--- | :--- | | Technology Platform & Investments | 2,458 | | Media Business (Publishing Business) | 326,689 | | Media Business (Advertising Business) | 9,545 | | **Total Continuing Operations** | **338,692** | | Discontinued Operations (Social Network) | 5,333 | 2025 H1 Segment Profit/(Loss) (before amortization and depreciation) | Segment | Profit/(Loss) (HK$ thousand) | | :--- | :--- | | Technology Platform & Investments | 9,304 | | Media Business (Publishing Business) | 78,936 | | Media Business (Advertising Business) | (590) | | **Total Continuing Operations** | **87,650** | | Discontinued Operations (Social Network) | (1,787) | 2025 H1 Segment Assets and Liabilities | Indicator | Technology Platform & Investments (HK$ thousand) | Media Business (HK$ thousand) | Investments accounted for using equity method (HK$ thousand) | Unallocated assets (HK$ thousand) | Total Assets (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Segment Assets | 788,104 | 1,569,229 | 371,177 | 157,680 | 2,886,190 | | Segment Liabilities | 20,471 | 446,756 | - | 4,115,199 | 4,582,426 | [Other Operating Expenses, Net](index=33&type=section&id=7.4%20Other%20Operating%20Expenses,%20Net) This section itemizes the Group's other operating expenses for the six months ended June 30, 2025, including staff costs, inventory provisions, trade receivables impairment provisions, and depreciation of property, plant and equipment and right-of-use assets, indicating an overall decrease in operating expenses compared to the prior period 2025 H1 Other Operating Expenses (Continuing Operations) | Expense Category | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Staff costs | 37,356 | 38,280 | | Provision for inventories | 7,158 | 5,945 | | Depreciation of property, plant and equipment | 4,184 | 1,869 | | Depreciation of right-of-use assets | 9,059 | 11,405 | | Other (income)/expenses, net | (2,288) | 5,348 | | **Total** | **56,314** | **63,578** | [Other (Losses)/Gains, Net](index=33&type=section&id=7.5%20Other%20(Losses)/Gains,%20Net) This section discloses the Group's other net losses/gains for the six months ended June 30, 2025, primarily comprising dividend income from FVOCI financial assets, gain on disposal of property, plant and equipment, and exchange losses, showing an overall shift from gain to loss 2025 H1 Other (Losses)/Gains, Net (Continuing Operations) | Item | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Dividend income from financial assets at FVOCI | 540 | 272 | | Gain on disposal of property, plant and equipment | 1 | 233 | | Exchange losses, net | (603) | (350) | | **Total** | **(62)** | **155** | [Profit/(Loss) before Net Finance Costs and Tax](index=34&type=section&id=7.6%20Profit/(Loss)%20before%20Net%20Finance%20Costs%20and%20Tax) This section details the items deducted and included in calculating profit/loss before net finance costs and tax, such as depreciation, amortization, loss on disposal of subsidiaries, and reversal of other payables, indicating a positive impact on profit from the reversal of other payables - Key deductions include depreciation of property, plant and equipment of **HK$5,898 thousand**, depreciation of right-of-use assets of **HK$10,795 thousand**, amortization of other intangible assets of **HK$46,255 thousand**, and loss on disposal of a subsidiary of **HK$1,093 thousand**[110](index=110&type=chunk) - Key inclusions include dividend income from financial assets at FVOCI of **HK$540 thousand** and net reversal of other payables of **HK$8,933 thousand**[110](index=110&type=chunk) [Net Finance Costs](index=35&type=section&id=7.7%20Net%20Finance%20Costs) This section discloses the Group's net finance costs for the six months ended June 30, 2025, primarily consisting of interest on bank loans and borrowing costs, showing a decrease in net finance costs compared to the prior period 2025 H1 Net Finance Costs | Item | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Interest on bank loans and borrowing costs | 92,199 | 110,803 | | Interest cost on lease liabilities | 1,268 | 1,405 | | Bank interest income | (1,162) | (1,780) | | **Total** | **92,305** | **110,428** | [Taxation](index=36&type=section&id=7.8%20Taxation) This section explains the Group's taxation basis and expenses, with Hong Kong profits tax at 16.5% and overseas profits taxed at local rates, detailing the composition of tax expenses for the period, which shows a decrease in total tax expenses - Hong Kong profits tax is provided at a rate of **16.5%** on the estimated assessable profit for the period[114](index=114&type=chunk) 2025 H1 Taxation Expense | Item | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Overseas taxation | 4,409 | 6,303 | | Underprovision in prior years | 167 | 946 | | Deferred taxation | (51) | (1,103) | | **Total taxation expense** | **4,525** | **6,146** | - Taxation expense from continuing operations was **HK$4,503 thousand**[115](index=115&type=chunk) [Discontinued Operations](index=37&type=section&id=7.9%20Discontinued%20Operations) This section details the financial performance and cash flow information for the Social Network Group (Pixnet) as a discontinued operation, along with the specifics of its disposal on May 31, 2025, and related loss - The Group disposed of all its interests in a subsidiary operating a social media business in Taiwan on May 31, 2025, hence the Social Network Group is classified as a discontinued operation[117](index=117&type=chunk) 2025 H1 Discontinued Operations Financial Performance (as of May 31) | Indicator | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 5,629 | 7,845 | | Operating expenses | (8,100) | (15,926) | | Loss for the period from discontinued operations | (3,689) | (8,214) | | Net cash used in operating activities | (3,094) | (476) | | Net cash used in investing activities | (525) | (1,494) | | Net cash used in financing activities | (559) | (148) | | Total net cash outflow | (4,178) | (2,118) | - A loss of **HK$1,093 thousand** was recorded on the disposal of the subsidiary, with a net cash outflow of **HK$525 thousand**[122](index=122&type=chunk) [Loss Per Share](index=39&type=section&id=7.10%20Loss%20Per%20Share) This section calculates the Group's basic and diluted loss per share for the six months ended June 30, 2025, separately presenting losses from continuing and discontinued operations, and noting that diluted loss per share is equal to basic loss per share 2025 H1 Loss Per Share | Indicator | 2025 H1 (HK cents) | 2024 H1 (HK cents) (Restated) | | :--- | :--- | :--- | | Basic loss per share (from continuing operations) | (2.42) | (3.50) | | Basic loss per share (from discontinued operations) | (0.07) | (0.17) | | **Total basic and diluted loss per share** | **(2.49)** | **(3.67)** | - The weighted average number of ordinary shares outstanding for calculating basic loss per share was **3,958,510,558 shares**[124](index=124&type=chunk)[125](index=125&type=chunk) - Diluted loss per share for the period ended June 30, 2025, was equal to basic loss per share[126](index=126&type=chunk) [Property, Plant and Equipment](index=40&type=section&id=7.11%20Fixed%20Assets) This section presents the changes in the net book value of property, plant and equipment, including additions, disposals, depreciation expenses, and exchange adjustments, showing a slight decrease in period-end net book value primarily due to depreciation and the disposal of a subsidiary 2025 H1 Changes in Net Book Value of Property, Plant and Equipment | Item | Amount (HK$ thousand) | | :--- | :--- | | At January 1, 2025 | 44,519 | | Additions (primarily computer equipment) | 1,074 | | Disposals | (84) | | Disposal of a subsidiary | (1,275) | | Depreciation expense | (5,898) | | Exchange adjustments | 4,555 | | **At June 30, 2025** | **42,891** | [Other Intangible Assets](index=41&type=section&id=7.12%20Other%20Intangible%20Assets) This section discloses changes in the net book value of other intangible assets, primarily publishing rights and trademarks, including additions, amortization expenses, and exchange adjustments, indicating an increase in period-end net book value 2025 H1 Changes in Net Book Value of Other Intangible Assets | Item | Amount (HK$ thousand) | | :--- | :--- | | At January 1, 2025 | 139,541 | | Additions | 48,849 | | Amortization expense | (46,255) | | Exchange adjustments | 12,939 | | **At June 30, 2025** | **155,074** | [Investments Accounted for Using the Equity Method](index=41&type=section&id=7.13%20Investments%20Accounted%20for%20Using%20the%20Equity%20Method) This section presents the carrying value and changes in investments accounted for using the equity method (associates), including share of profit/loss, dividend income, and exchange adjustments, confirming no impairment indicators during the period 2025 H1 Changes in Equity in Associates | Item | Amount (HK$ thousand) | | :--- | :--- | | At January 1, 2025 | 364,819 | | Share of profit less loss | 7,434 | | Dividend income from associates | (4,139) | | Exchange adjustments | 3,063 | | **At June 30, 2025** | **371,177** | - Management has assessed and determined that there are no indications that the carrying value of investments accounted for using the equity method requires further impairment provision or reversal of impairment provision[135](index=135&type=chunk) [Trade and Other Receivables](index=43&type=section&id=7.14%20Trade%20and%20Other%20Receivables) This section discloses the composition and aging analysis of trade and other receivables, showing a slight increase in total trade receivables, including amounts due from associates, with an average credit period of 30 to 180 days 2025 H1 Trade and Other Receivables | Item | 2025 June 30 (HK$ thousand) | 2024 December 31 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables | 180,956 | 177,878 | | Prepayments, deposits and other receivables | 42,630 | 41,677 | | **Total** | **223,586** | **219,555** | 2025 H1 Aging Analysis of Trade Receivables | Aging | Amount (HK$ thousand) | | :--- | :--- | | Current | 86,135 | | 31 to 60 days | 40,721 | | 61 to 90 days | 23,455 | | Over 90 days | 59,425 | | Less: Impairment provision | (28,780) | | **Net trade receivables** | **180,956** | - Amounts due from associates totaled **HK$3,754 thousand**, which are unsecured, interest-free, and repayable on demand[143](index=143&type=chunk)[144](index=144&type=chunk) [Trade and Other Payables](index=44&type=section&id=7.15%20Trade%20and%20Other%20Payables) This section lists the composition of trade and other payables, including trade payables, other payables and accrued expenses, and contract liabilities, and provides an aging analysis for trade payables 2025 H1 Trade and Other Payables | Item | 2025 June 30 (HK$ thousand) | 2024 December 31 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables | 111,648 | 103,713 | | Other payables and accrued expenses | 264,357 | 282,132 | | Contract liabilities | 117,463 | 102,711 | | **Total** | **493,468** | **488,556** | 2025 H1 Aging Analysis of Trade Payables | Aging | Amount (HK$ thousand) | | :--- | :--- | | Current | 49,178 | | 31 to 60 days | 12,268 | | 61 to 90 days | 5,910 | | Over 90 days | 44,292 | | **Total** | **111,648** | [Changes in Borrowings](index=45&type=section&id=7.16%20Changes%20in%20Borrowings) This section discloses changes in the Group's bank loans, including opening balance, transaction costs, new borrowings, and closing balance, indicating an increase in total long-term bank loans 2025 H1 Changes in Bank Loans | Item | Amount (HK$ thousand) | | :--- | :--- | | At January 1, 2025 | 3,857,397 | | Recognition of transaction costs | (696) | | Amortization of transaction costs | 3,136 | | Borrowings | 115,000 | | **At June 30, 2025** | **3,974,837** | [Related Party Transactions](index=46&type=section&id=7.17%20Related%20Party%20Transactions) This section lists the Group's major transactions with related parties, including services provided to associates, services purchased from non-controlling interests of subsidiaries and their controlled subsidiaries, and loan financing guarantee fees paid to the major shareholder 2025 H1 Related Party Transactions | Transaction Type | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Services provided to associates | 182 | 113 | | Services purchased from non-controlling interests of subsidiaries and their controlled subsidiaries | 146 | 182 | | Service fees paid to CK Hutchison and its subsidiaries | 1,698 | 1,644 | | Loan financing guarantee fees paid to the major shareholder | 9,711 | 9,168 | - Loan financing guarantee fees are calculated at an annual rate of **0.5%** on the total principal amount of current loan financing[161](index=161&type=chunk) [Disclosure of Interests](index=48&type=section&id=Section%208%20Disclosure%20of%20Interests) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures](index=48&type=section&id=8.1%20Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions) This section lists the long positions of the Company's directors and chief executive in the Company's shares as of June 30, 2025, including the number and percentage of shares held by Frank John Sixt and Ken Yeung 2025 H1 Directors' and Chief Executive's Long Positions in the Company's Shares | Director's Name | Capacity | Total Shares Held (shares) | Approximate Shareholding Percentage | | :--- | :--- | :--- | :--- | | Frank John Sixt | Beneficial owner | **492,000** | **0.01%** | | Ken Yeung | Spouse's interest | **30,000** | **Less than 0.01%** | [Shareholders' Interests and Short Positions Discloseable under SFO](index=48&type=section&id=8.2%20Shareholders'%20Interests%20and%20Short%20Positions%20Discloseable%20under%20SFO) This section discloses the long positions of major shareholders in the Company's shares as of June 30, 2025, as required by the Securities and Futures Ordinance, including CK Hutchison, CK Asset, Solina Chau, and Tim-mo Lam, and confirms no share option schemes during the period 2025 H1 Major Shareholders' Long Positions in the Company's Shares | Name | Capacity | Number of Shares Held in the Company (L) | Approximate Shareholding Percentage | | :--- | :--- | :--- | :--- | | CK Hutchison | Interest of controlled corporation | **1,430,120,545** | **36.13%** | | CK Asset | Interest of controlled corporation | **1,430,120,545** | **36.13%** | | Solina Chau | Interest of controlled corporation | **1,003,432,363** | **25.35%** | | Tim-mo Lam | Beneficial owner and/or spouse, and interest of controlled corporation | **529,418,000** | **13.37%** | - The Company did not have any share option schemes during the six months ended June 30, 2025[179](index=179&type=chunk) [Corporate Governance](index=52&type=section&id=Section%209%20Corporate%20Governance) [Corporate Governance Framework](index=52&type=section&id=9.1%20Corporate%20Governance%20Framework) The company believes an effective corporate governance framework is fundamental to promoting and safeguarding the interests of shareholders and other stakeholders, committed to maintaining high governance standards, emphasizing an excellent board, effective risk management, internal controls, strict disclosure, and effective communication with shareholders - The Company believes that an effective corporate governance framework is fundamental to promoting and safeguarding the interests of shareholders and other stakeholders and enhancing shareholder value[181](index=181&type=chunk) - The Company emphasizes maintaining an excellent Board of Directors, effective risk management and internal control systems, strict disclosure practices, appropriate transparency and accountability, and effective communication and engagement with shareholders and other stakeholders[181](index=181&type=chunk) [Audit Committee](index=52&type=section&id=9.2%20Audit%20Committee) The Audit Committee, comprising three independent non-executive directors and one non-executive director with relevant financial and business management experience, is responsible for monitoring risk management, internal control systems, reviewing financial information, and managing the relationship with external auditors, having reviewed this interim financial information - The Audit Committee comprises three independent non-executive directors and one non-executive director, with **Dr. Fong Chi Wai** as Chairman[182](index=182&type=chunk) - Key responsibilities include monitoring and reviewing risk management and internal control systems, overseeing the relationship with external auditors, reviewing financial information, and monitoring corporate governance[182](index=182&type=chunk) - The unaudited condensed consolidated interim financial information of the Group for the six months ended June 30, 2025, has been reviewed by the Audit Committee[182](index=182&type=chunk) [Compliance with Corporate Governance Code and Model Code](index=53&type=section&id=9.3%20Compliance%20with%20Corporate%20Governance%20Code%20and%20Model%20Code) The company complied with all applicable provisions of the Corporate Governance Code during the reporting period, except for the Chairman's absence from the Annual General Meeting, and all directors confirmed compliance with the Model Code for securities transactions - The Company complied with all applicable code provisions of the Corporate Governance Code in effect during the reporting period for the six months ended June 30, 2025, except for code provision F.1.3 (Chairman's inability to attend the Annual General Meeting)[186](index=186&type=chunk)[187](index=187&type=chunk) - All Directors have confirmed their compliance with the required standards set out in the Model Code for securities transactions during their tenure for the six months ended June 30, 2025[188](index=188&type=chunk) [Other Information](index=54&type=section&id=Section%2010%20Other%20Information) [Securities Transactions](index=54&type=section&id=10.1%20Securities%20Transactions) This section states that neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any listed securities during the six months ended June 2025, and the Company currently holds no treasury shares - Neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities during the six months ended June 30, 2025[191](index=191&type=chunk) - The Company currently holds no treasury shares[191](index=191&type=chunk) [Shareholder Information](index=55&type=section&id=Section%2011%20Shareholder%20Information) [Key Shareholder Details](index=55&type=section&id=11.1%20Key%20Shareholder%20Details) This section provides essential information for shareholders, including the company's listing details, stock code, public float market value, financial calendar, registered and head office addresses, share registrar, investor relations contact, and company website - The Company's ordinary shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited, with stock code **2383**[194](index=194&type=chunk) - As of June 30, 2025, the public float market value was approximately **HK$447.8 million**, representing approximately **25.14%** of the Company's issued share capital[194](index=194&type=chunk) - The 2025 interim results were announced on **August 5, 2025**[194](index=194&type=chunk) - Investors can access press releases, financial reports, and other investor information via the company website **www.tomgroup.com**[194](index=194&type=chunk)

[CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME](index=2&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20PROFIT%20OR%20LOSS%20AND%20OTHER%20COMPREHENSIVE%20INCOME) This statement provides a concise overview of the Group's financial performance, showing a narrowed loss despite a revenue decrease for the six months ended June 30, 2025 [Profit and Loss Overview](index=2&type=section&id=Profit%20and%20Loss%20Overview) For the six months ended June 30, 2025, the Group's revenue decreased by 7.5% year-on-year, turning from profit to loss, but significantly narrowing the loss compared to the same period last year, with basic and diluted loss per share at RMB 0.85 cents | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 173,416 | 186,910 | -7.5% | | Cost of Sales | (157,497) | (168,464) | -6.5% | | Gross Profit | 15,919 | 18,446 | -13.7% | | Other Income and Net Other Gains/(Losses) | 9,371 | (1,368) | N/A | | Selling and Distribution Expenses | (8,304) | (7,851) | +5.8% | | Administrative Expenses | (18,220) | (19,318) | -5.7% | | Finance Costs | (1,735) | (1,886) | -8.0% | | Loss Before Tax | (2,969) | (11,977) | -75.2% | | Income Tax Expense | (519) | (8) | N/A | | Loss for the Period | (3,488) | (11,985) | -70.9% | | Basic and Diluted Loss Per Share (RMB cents) | (0.85) | (2.91) | -70.8% | - Loss for the period significantly narrowed by 70.9%, primarily due to a substantial increase in other income and net gains, along with controlled cost of sales and administrative expenses[8](index=8&type=chunk) [CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION](index=3&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20FINANCIAL%20POSITION) This statement presents the Group's financial position as of June 30, 2025, highlighting changes in assets, liabilities, and equity [Financial Position Overview](index=3&type=section&id=Financial%20Position%20Overview) As of June 30, 2025, the Group's total assets slightly increased, while net current assets and total equity slightly decreased. Bank balances and cash significantly increased, while inventories and trade receivables decreased | Indicator | As of June 30, 2025 (RMB thousands) | As of Dec 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Non-current Assets** | | | | | Property, Plant and Equipment | 44,329 | 46,003 | -3.6% | | Right-of-Use Assets | 11,782 | 12,050 | -2.2% | | **Current Assets** | | | | | Inventories | 111,830 | 135,648 | -17.5% | | Financial Assets at FVTPL | 12,268 | 6,427 | +90.9% | | Trade Receivables | 102,053 | 114,156 | -10.6% | | Prepayments and Other Receivables | 58,328 | 47,907 | +21.7% | | Loan Receivables | 10,101 | 10,398 | -2.9% | | Pledged Time Deposits | 23,030 | 22,843 | +0.8% | | Bank Balances and Cash | 38,644 | 4,145 | +832.3% | | **Current Liabilities** | | | | | Trade and Bills Payables | 58,414 | 51,398 | +13.6% | | Accruals, Other Payables and Contract Liabilities | 8,329 | 12,595 | -33.9% | | Bank Borrowings | 96,120 | 81,470 | +17.9% | | Tax Payables | 2,102 | 2,665 | -21.2% | | **Net Value** | | | | | Net Current Assets | 191,289 | 193,396 | -1.1% | | Net Assets | 247,400 | 251,449 | -1.6% | | Total Equity | 247,400 | 251,449 | -1.6% | - Bank balances and cash significantly increased by 832.3%, indicating improved cash flow, but short-term bank borrowings also increased by 17.9%[11](index=11&type=chunk) [CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CHANGES%20IN%20EQUITY) This statement details the changes in the Group's total equity attributable to owners, primarily influenced by period loss and exchange reserve movements [Equity Changes Overview](index=4&type=section&id=Equity%20Changes%20Overview) For the six months ended June 30, 2025, total equity attributable to owners of the Company slightly decreased, primarily due to the loss for the period and negative movements in exchange reserves, partially offset by capital contributions from shareholders | Indicator | As of June 30, 2025 (RMB thousands) | As of Jan 1, 2024 (RMB thousands) | Change (2025 vs 2024) | | :--- | :--- | :--- | :--- | | Share Capital | 10,818 | 10,818 | 0 | | Share Premium | 177,394 | 177,394 | 0 | | Exchange Reserve | 5,950 | 5,772 | +178 | | Statutory Reserve | 22,884 | 22,884 | 0 | | Share Option Reserve | 5,947 | 5,960 | -13 | | Other Reserves | 1,241 | 1,008 | +233 | | Merger Reserve | 81,521 | 81,521 | 0 | | Retained Profits | (58,355) | (65,759) | +7,404 | | **Total Equity** | **247,400** | **239,598** | **+7,802** | - Loss for the period was RMB 3,488 thousands, leading to a decrease in retained profits. Exchange reserve decreased by RMB 582 thousands due to exchange differences on translation of financial statements[13](index=13&type=chunk) - Shareholders' capital contribution of RMB 21 thousands had a positive impact on total equity[13](index=13&type=chunk) [CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS) This statement outlines the Group's cash flow activities, showing a positive shift in operating cash flow and a net increase in cash and cash equivalents [Cash Flow Overview](index=6&type=section&id=Cash%20Flow%20Overview) For the six months ended June 30, 2025, the Group's operating cash flow turned from negative to positive, and financing cash flow maintained a net inflow, leading to a net increase in cash and cash equivalents | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change (2025 vs 2024) | | :--- | :--- | :--- | :--- | | Net Cash From/(Used In) Operating Activities | 19,496 | (28,531) | N/A (Turned from negative to positive) | | Net Cash From/(Used In) Investing Activities | (519) | 5,026 | N/A (Turned from positive to negative) | | Net Cash From Financing Activities | 15,555 | 21,306 | -27.0% | | Net Increase/(Decrease) in Cash and Cash Equivalents | 34,532 | (2,199) | N/A (Turned from negative to positive) | | Bank Balances and Cash as of June 30 | 38,644 | 11,020 | +250.7% | - Net cash from operating activities significantly improved, turning from a net outflow of RMB 28,531 thousands in H1 2024 to a net inflow of RMB 19,496 thousands in H1 2025[17](index=17&type=chunk) - Net cash from investing activities turned from a net inflow to a net outflow, primarily reflecting adjustments in investment activities[17](index=17&type=chunk) [NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=7&type=section&id=NOTES%20TO%20THE%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) These notes provide detailed explanations and disclosures for the condensed consolidated financial statements, covering accounting policies, segment information, and financial instruments [1. GENERAL INFORMATION OF THE GROUP](index=7&type=section&id=1.%20GENERAL%20INFORMATION%20OF%20THE%20GROUP) The Group primarily manufactures and sells umbrellas, is registered in the Cayman Islands, and its shares are listed on the Main Board of the Hong Kong Stock Exchange. Both the functional and presentation currencies are RMB - The Company was incorporated in the Cayman Islands on June 12, 2014, and listed on the Main Board of the Hong Kong Stock Exchange on February 13, 2015[18](index=18&type=chunk)[21](index=21&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) - Principal subsidiaries are engaged in the manufacturing and sale of umbrellas, while the Company is an investment holding company[18](index=18&type=chunk)[21](index=21&type=chunk) - The condensed consolidated financial statements are presented in RMB, which is also the functional currency of the Company and its PRC subsidiaries[18](index=18&type=chunk)[21](index=21&type=chunk) [2.1 BASIS OF PREPARATION](index=7&type=section&id=2.1%20BASIS%20OF%20PREPARATION) The condensed consolidated financial statements are prepared in accordance with HKAS 34 'Interim Financial Reporting' and Appendix D2 of the Listing Rules, using a historical cost basis consistent with the 2024 annual consolidated financial statements - The financial statements are prepared in accordance with HKAS 34 'Interim Financial Reporting' and Appendix D2 of the Listing Rules[19](index=19&type=chunk)[22](index=22&type=chunk) - The historical cost basis is adopted, and the accounting policies and methods of computation are consistent with those used in the annual consolidated financial statements for the year ended December 31, 2024[20](index=20&type=chunk)[22](index=22&type=chunk) [2.2 PRINCIPAL ACCOUNTING POLICIES](index=8&type=section&id=2.2%20PRINCIPAL%20ACCOUNTING%20POLICIES) New amendments to Hong Kong Financial Reporting Standards were first applied in the current period, but they had no significant impact on the Group's financial performance or position - The Group first applied HKAS 21 (Amendment) – Lack of Exchangeability[26](index=26&type=chunk)[27](index=27&type=chunk) - The application of the new amendments had no significant impact on the financial performance and position for the current and prior periods[26](index=26&type=chunk)[27](index=27&type=chunk) [3. REVENUE](index=8&type=section&id=3.%20REVENUE) Revenue for the period, primarily from the sale of goods, decreased by 7.5% year-on-year, reflecting changes in market demand | Revenue Source | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Sale of Goods | 173,416 | 186,910 | -7.5% | - The decrease in revenue was primarily due to reduced demand for umbrella components compared to the same period last year[81](index=81&type=chunk)[86](index=86&type=chunk) [4. SEGMENT INFORMATION](index=8&type=section&id=4.%20SEGMENT%20INFORMATION) The Group operates a single segment: the manufacturing and sale of umbrellas. Revenue is segmented by product category and geographical location, with significant growth in the Japanese market and declines in the Chinese and Cambodian markets - The Group operates a single segment: manufacturing and sale of umbrellas[30](index=30&type=chunk)[31](index=31&type=chunk) [PRODUCT INFORMATION](index=9&type=section&id=PRODUCT%20INFORMATION) The Group's main products are POE umbrellas, nylon umbrellas, and umbrella components. Sales of umbrella components significantly decreased this period, while sales of POE and nylon umbrellas increased | Product Category | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | POE Umbrellas | 37,026 | 28,662 | +29.2% | | Nylon Umbrellas | 87,568 | 82,340 | +6.3% | | Umbrella Components | 48,822 | 75,908 | -35.7% | | **Total Revenue** | **173,416** | **186,910** | **-7.2%** | - Sales of umbrella components significantly decreased by 35.7%, which was the main reason for the decline in total revenue[33](index=33&type=chunk) [GEOGRAPHICAL INFORMATION](index=9&type=section&id=GEOGRAPHICAL%20INFORMATION) The Group's customers are primarily located in Japan, Cambodia, and China. Revenue from the Japanese market significantly increased, while revenue from the Chinese and Cambodian markets decreased | Geographical Location | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Japan | 76,587 | 59,827 | +28.0% | | China | 46,656 | 55,074 | -15.3% | | Cambodia | 41,151 | 59,070 | -30.3% | | Others | 9,022 | 12,939 | -30.3% | | **Total Revenue** | **173,416** | **186,910** | **-7.2%** | - Revenue from the Japanese market increased by 28.0%, becoming the Group's largest source of income[36](index=36&type=chunk) - Revenue from both the Chinese and Cambodian markets experienced double-digit declines[36](index=36&type=chunk) [INFORMATION ABOUT MAJOR CUSTOMERS](index=10&type=section&id=INFORMATION%20ABOUT%20MAJOR%20CUSTOMERS) The Group has two major customers, each accounting for 10% or more of total revenue, with one showing growth and the other a slight decline | Customer | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Customer A | 29,691 | 28,099 | +5.7% | | Customer B | 34,574 | 36,310 | -4.8% | [5. INCOME TAX EXPENSE](index=10&type=section&id=5.%20INCOME%20TAX%20EXPENSE) Income tax expense significantly increased this period, primarily from China corporate income tax at a rate of 25%. Subsidiaries in the Cayman Islands, British Virgin Islands, and Hong Kong are not subject to income tax | Tax Category | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | PRC Corporate Income Tax | 519 | 8 | N/A (Significant increase) | - The corporate income tax rate for PRC companies is 25%[44](index=44&type=chunk) - Subsidiaries in the Cayman Islands, British Virgin Islands, and Hong Kong were not subject to income tax for the current and prior periods[44](index=44&type=chunk) [6. LOSS FOR THE PERIOD](index=11&type=section&id=6.%20LOSS%20FOR%20THE%20PERIOD) The loss for the period was derived after deducting various expenses, with staff costs, production material costs, and R&D expenses being major components. Exchange gains had a positive impact on narrowing the loss | Item | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Staff Costs | 19,376 | 18,388 | +5.4% | | Cost of Materials Used in Production | 164,696 | 183,332 | -10.2% | | Depreciation of Property, Plant and Equipment | 2,410 | 2,142 | +12.5% | | Net Exchange Gains/(Losses) | (2,595) | 746 | N/A (Turned from loss to gain) | | Finance Costs – Bank Borrowings | 1,735 | 1,886 | -8.0% | | Research and Development Expenses | 6,637 | 6,409 | +3.6% | - Cost of materials used in production decreased by 10.2%, consistent with the trend of declining revenue[47](index=47&type=chunk) - Net exchange gains of RMB 2,595 thousands were recorded, compared to a net loss of RMB 746 thousands in the same period last year, significantly contributing to the narrowing of the loss for the period[47](index=47&type=chunk) [7. LOSS PER SHARE](index=11&type=section&id=7.%20LOSS%20PER%20SHARE) Basic and diluted loss per share for the period was RMB 0.85 cents, a significant narrowing from the prior year, with both being identical due to anti-dilutive share options | Indicator | H1 2025 | H1 2024 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Company (RMB thousands) | (3,488) | (11,985) | -70.9% | | Weighted Average Number of Ordinary Shares (thousands) | 412,550 | 412,550 | 0% | | Basic and Diluted Loss Per Share (RMB cents) | (0.85) | (2.91) | -70.8% | - Basic and diluted loss per share for both periods are identical due to the anti-dilutive effect of share options on the basic loss per share calculation[52](index=52&type=chunk)[55](index=55&type=chunk) [8. DIVIDEND](index=12&type=section&id=8.%20DIVIDEND) The Board did not recommend the payment of any interim dividend for the current period, consistent with the prior year - No dividends were paid, declared, or proposed for the six months ended June 30, 2025[53](index=53&type=chunk)[56](index=56&type=chunk) [9. PROPERTY, PLANT AND EQUIPMENT](index=12&type=section&id=9.%20PROPERTY%2C%20PLANT%20AND%20EQUIPMENT) No impairment losses were recognized for property, plant and equipment during the period, and additions significantly increased - Additions to property, plant and equipment amounted to approximately RMB 912,000 for the six months ended June 30, 2025, a significant increase from RMB 111,000 in the same period of 2024[54](index=54&type=chunk)[57](index=57&type=chunk) - No impairment losses were recognized for property, plant and equipment in either period[54](index=54&type=chunk)[57](index=57&type=chunk) [10. TRADE RECEIVABLES](index=13&type=section&id=10.%20TRADE%20RECEIVABLES) The Group's total trade receivables decreased, with a significant reduction in receivables aged 0-90 days, but an increase in those aged over 365 days | Aging | As of June 30, 2025 (RMB thousands) | As of Dec 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | 0 to 90 days | 42,976 | 74,237 | -42.1% | | 91 to 180 days | 20,660 | 15,030 | +37.5% | | 181 to 365 days | 16,165 | 6,762 | +139.1% | | Over 365 days | 22,252 | 18,127 | +22.7% | | **Total** | **102,053** | **114,156** | **-10.6%** | - The Group generally grants credit terms of 30 to 150 days to its trade customers[58](index=58&type=chunk)[59](index=59&type=chunk) [11. LOAN RECEIVABLES](index=13&type=section&id=11.%20LOAN%20RECEIVABLES) Total loan receivables slightly decreased, primarily comprising unsecured loans to independent third parties, bearing interest at 8% per annum and repayable within one year | Item | As of June 30, 2025 (RMB thousands) | As of Dec 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Fixed-rate Loan Receivables | 13,234 | 13,623 | -2.9% | | Less: Provision for Credit Losses | (3,133) | (3,225) | -2.8% | | **Net Amount** | **10,101** | **10,398** | **-2.9%** | - Loan receivables are unsecured, bear interest at 8% per annum, and are repayable within one year[62](index=62&type=chunk) [12. TRADE AND BILLS PAYABLES](index=14&type=section&id=12.%20TRADE%20AND%20BILLS%20PAYABLES) The Group's total trade and bills payables increased, with a significant rise in payables aged 0-90 days | Item | As of June 30, 2025 (RMB thousands) | As of Dec 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Trade Payables | 24,537 | 20,140 | +21.8% | | Bills Payables | 33,877 | 31,258 | +8.4% | | **Total** | **58,414** | **51,398** | **+13.6%** | | Aging | As of June 30, 2025 (RMB thousands) | As of Dec 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | 0 to 90 days | 41,269 | 33,097 | +24.7% | | 91 to 180 days | 16,327 | 15,375 | +6.2% | | 181 to 365 days | 818 | 2,926 | -72.0% | - Credit terms for purchases of goods range from 30 to 120 days[68](index=68&type=chunk) [13. BANK BORROWINGS](index=14&type=section&id=13.%20BANK%20BORROWINGS) The Group's total bank borrowings increased, all secured and repayable within one year, with interest rates ranging from 3.40% to 4.55%. The borrowings are collateralized by buildings, right-of-use assets, and personal guarantees from a director | Item | As of June 30, 2025 (RMB thousands) | As of Dec 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Secured, repayable within one year | 96,120 | 81,470 | +17.9% | - Bank borrowings bear fixed interest rates ranging from 3.40% to 4.55% per annum[72](index=72&type=chunk)[74](index=74&type=chunk) - The borrowings are secured by the Group's buildings, right-of-use assets, and personal guarantees from Mr. Wong, a director, and his spouse[73](index=73&type=chunk)[74](index=74&type=chunk) [14. SHARE CAPITAL](index=15&type=section&id=14.%20SHARE%20CAPITAL) The Company's issued and fully paid share capital remained unchanged during the period, with ordinary shareholders enjoying dividend and voting rights | Item | As of June 30, 2025 (thousands of shares) | As of Dec 31, 2024 (thousands of shares) | Change (%) | | :--- | :--- | :--- | :--- | | Number of Authorized Shares | 1,562,500 | 1,562,500 | 0% | | Number of Issued and Fully Paid Shares | 412,550 | 412,550 | 0% | | Nominal Value of Ordinary Shares (RMB thousands) | 10,818 | 10,818 | 0% | - Holders of ordinary shares are entitled to dividends as declared from time to time and have one vote per share at general meetings of the Company[77](index=77&type=chunk) [MANAGEMENT DISCUSSION AND ANALYSIS](index=16&type=section&id=MANAGEMENT%20DISCUSSION%20AND%20ANALYSIS) This section provides a comprehensive review of the Group's operational and financial performance, liquidity, risks, and future outlook for the period [INTERIM DIVIDEND](index=16&type=section&id=INTERIM%20DIVIDEND) The Board did not recommend any interim dividend for the current period, consistent with the prior year - The Board did not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024: nil)[78](index=78&type=chunk)[83](index=83&type=chunk) [BUSINESS REVIEW](index=16&type=section&id=BUSINESS%20REVIEW) The Group primarily manufactures and sells umbrellas, is one of China's largest umbrella and parasol exporters, and holds a leading position in the Japanese plastic umbrella market. The Group is actively exploring and developing new business opportunities for diversification - The Group primarily manufactures and sells POE umbrellas, nylon umbrellas, and umbrella components[79](index=79&type=chunk)[84](index=84&type=chunk) - Based on export volume and sales volume, the Group is one of the largest umbrella and parasol exporters and manufacturers in China, and one of the largest suppliers of plastic umbrellas in Japan[79](index=79&type=chunk)[84](index=84&type=chunk) - The Group is actively exploring and developing business opportunities and projects to enrich its business and uncover potential opportunities[79](index=79&type=chunk)[84](index=84&type=chunk) [FINANCIAL REVIEW](index=16&type=section&id=FINANCIAL%20REVIEW) The Group's revenue decreased by 7.5% this period, but the loss significantly narrowed by 75.2%, primarily due to a substantial increase in other income and net gains | Indicator | H1 2025 (RMB millions) | H1 2024 (RMB millions) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 173 | 187 | -7.5% | | Loss Attributable to Owners of the Company | 3 | 12 | -75.0% | | Basic Loss Per Share (RMB cents) | 0.85 | 2.91 | -70.8% | [Revenue](index=16&type=section&id=REVENUE_FINANCIAL_REVIEW) Revenue decreased by 7.5% this period, mainly attributed to reduced demand for umbrella components - Revenue decreased by approximately 7.5% from approximately RMB 187 million in H1 2024 to approximately RMB 173 million in the current period[81](index=81&type=chunk)[86](index=86&type=chunk) - The decrease in revenue was primarily due to reduced demand for umbrella components compared to the same period last year[81](index=81&type=chunk)[86](index=86&type=chunk) [Cost of Sales](index=16&type=section&id=COST%20OF%20SALES_FINANCIAL_REVIEW) Cost of sales decreased by 6.5%, consistent with the revenue decline, primarily due to reduced direct labor costs - Cost of sales decreased by approximately 6.5% from approximately RMB 168 million in H1 2024 to approximately RMB 157 million in the current period[82](index=82&type=chunk)[87](index=87&type=chunk) - The decrease in cost of sales was primarily due to reduced direct labor costs, consistent with the Group's revenue decline in the same period[82](index=82&type=chunk)[87](index=87&type=chunk) [GROSS PROFIT AND GROSS MARGIN](index=17&type=section&id=GROSS%20PROFIT%20AND%20GROSS%20MARGIN) Gross profit decreased by 11%, and gross margin declined from 9.6% to 9.3%, reflecting the impact of reduced revenue and cost structure - Gross profit decreased by approximately RMB 2 million (11%) from approximately RMB 18 million in H1 2024 to approximately RMB 16 million in the current period[88](index=88&type=chunk)[94](index=94&type=chunk) - Gross margin decreased from approximately 9.6% in H1 2024 to 9.3% in the current period[88](index=88&type=chunk)[94](index=94&type=chunk) [OTHER INCOME AND NET OTHER GAINS/(LOSSES)](index=17&type=section&id=OTHER%20INCOME%20AND%20NET%20OTHER%20GAINS%2F%28LOSSES%29) The current period recorded other income and net gains of approximately RMB 9.4 million, a significant improvement from a net loss in the prior year, driven by increased exchange gains and fair value gains on financial assets - The current period recorded other income and net gains of approximately RMB 9.4 million, compared to a net loss of approximately RMB 1.4 million in H1 2024[89](index=89&type=chunk)[95](index=95&type=chunk) - This was primarily due to increased exchange gains and fair value gains on financial assets at FVTPL[89](index=89&type=chunk)[95](index=95&type=chunk) [SELLING AND DISTRIBUTION EXPENSES](index=17&type=section&id=SELLING%20AND%20DISTRIBUTION%20EXPENSES) Selling and distribution expenses remained stable at approximately RMB 8 million during the current period - Selling and distribution expenses remained stable at approximately RMB 8 million in both H1 2024 and the current period[90](index=90&type=chunk)[96](index=96&type=chunk) [ADMINISTRATIVE EXPENSES](index=17&type=section&id=ADMINISTRATIVE%20EXPENSES) Administrative expenses remained stable at approximately RMB 18 million during the current period - Administrative expenses remained stable at approximately RMB 19 million in H1 2024 and approximately RMB 18 million in the current period[91](index=91&type=chunk)[97](index=97&type=chunk) [LIQUIDITY AND FINANCIAL RESOURCES](index=17&type=section&id=LIQUIDITY%20AND%20FINANCIAL%20RESOURCES) The Group's liquidity improved with a significant increase in bank and cash balances, though short-term bank borrowings and the gearing ratio also rose | Indicator | As of June 30, 2025 | As of Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Bank and Cash Balances (RMB millions) | 61.7 | 27 | +128.5% | | Short-term Bank Borrowings (RMB millions) | 96 | 81 | +18.5% | | Current Ratio | 2.2 times | 2.3 times | Slight decrease | | Gearing Ratio | 53% | 45% | +8 percentage points | - Bank and cash balances (including time deposits) significantly increased to approximately RMB 61.7 million[92](index=92&type=chunk)[98](index=98&type=chunk) - The gearing ratio increased to 53%, primarily due to an increase in the percentage of interest-bearing liabilities and bills payables to total equity[93](index=93&type=chunk)[98](index=98&type=chunk) [PRINCIPAL RISKS AND UNCERTAINTIES](index=18&type=section&id=PRINCIPAL%20RISKS%20AND%20UNCERTAINTIES) The Group faces various business risks, including loss of major customers, political and economic instability, foreign currency fluctuations, raw material price volatility or unstable supply, and labor shortages or rising costs - Loss of major customers could have a significant adverse impact on the Group's business, financial condition, and operating results[99](index=99&type=chunk)[101](index=101&type=chunk) - The Group faces risks related to political and economic instability and foreign currency exchange rate fluctuations associated with selling products to customers in Japan, China, and other overseas markets[99](index=99&type=chunk)[101](index=101&type=chunk) - Fluctuations in raw material prices or unstable supply could negatively impact business operations and profitability[100](index=100&type=chunk)[101](index=101&type=chunk) - The Group may face risks of labor shortages or continuously rising labor costs[100](index=100&type=chunk)[101](index=101&type=chunk) [CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES](index=19&type=section&id=CAPITAL%20COMMITMENTS%20AND%20CONTINGENT%20LIABILITIES) As of June 30, 2025, the Group had no significant capital commitments or contingent liabilities - As of June 30, 2025, the Group had no significant capital commitments (December 31, 2024: nil)[102](index=102&type=chunk)[108](index=108&type=chunk) - As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil)[102](index=102&type=chunk)[108](index=108&type=chunk) [PLEDGE OF ASSETS](index=19&type=section&id=PLEDGE%20OF%20ASSETS) The Group's leasehold land and buildings, along with time deposits, are pledged to banks as security for bank borrowings - As of June 30, 2025, leasehold land and buildings with a carrying amount of approximately RMB 44 million were pledged to banks[103](index=103&type=chunk)[109](index=109&type=chunk) - Time deposits with a carrying amount of approximately RMB 23 million were pledged to banks as security for bank borrowings[103](index=103&type=chunk)[109](index=109&type=chunk) [EMPLOYEES AND REMUNERATION POLICY](index=19&type=section&id=EMPLOYEES%20AND%20REMUNERATION%20POLICY) The Group's employee count increased, with remuneration policies based on experience, qualifications, and ability, supplemented by statutory benefits - As of June 30, 2025, the Group employed a total of 593 employees, an increase from 523 as of December 31, 2024[104](index=104&type=chunk)[110](index=110&type=chunk) - Remuneration policies are set by the Board based on individual employees' experience, qualifications, and abilities[104](index=104&type=chunk)[110](index=110&type=chunk) - Other employee benefits include statutory mandatory provident fund contributions, social insurance, and housing provident fund contributions[104](index=104&type=chunk)[110](index=110&type=chunk) [FUTURE PROSPECTS](index=19&type=section&id=FUTURE%20PROSPECTS) Facing global economic downturns and trade war threats, the Group aims to consolidate its market position, expand production capacity, enhance R&D capabilities, and actively explore new business opportunities to address challenges and create shareholder value - The Group aims to maintain and consolidate its leading position in the Japanese market and as an own-brand umbrella manufacturer in China, while expanding its market share in existing markets such as Hong Kong, Cambodia, and South Korea[105](index=105&type=chunk)[111](index=111&type=chunk) - Given the uncertainties of the Sino-US trade war and the slow pace of market recovery, the Group will further consolidate its market position, expand production capacity, promote business development, and enhance R&D capabilities[106](index=106&type=chunk)[111](index=111&type=chunk) - The Group will actively explore and develop business opportunities and projects to achieve business diversification[106](index=106&type=chunk)[111](index=111&type=chunk) [PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES](index=19&type=section&id=PURCHASE%2C%20SALE%20OR%20REDEMPTION%20OF%20THE%20COMPANY%27S%20LISTED%20SECURITIES) During the current period, neither the Company nor its subsidiaries purchased, redeemed, or sold any of the Company's listed securities - During the current period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[107](index=107&type=chunk)[112](index=112&type=chunk) [CORPORATE GOVERNANCE AND OTHER INFORMATION](index=20&type=section&id=CORPORATE%20GOVERNANCE%20AND%20OTHER%20INFORMATION) This section details the Group's corporate governance practices, including directors' interests, substantial shareholders, share option scheme, and committee structures [DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS IN SECURITIES](index=20&type=section&id=DIRECTORS%27%20AND%20CHIEF%20EXECUTIVES%27%20INTERESTS%20IN%20SECURITIES) As of June 30, 2025, directors and chief executives held long positions in the Company's shares, with Chairman Mr. Huang Wenji holding the largest interest | Director's Name | Nature of Interest | Capacity | Number of Issued Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Mr. Huang Wenji | Long Position | Interest in controlled corporation and beneficial owner | 125,030,900 | 30.31% | | Mr. Yang Guang | Long Position | Beneficial Owner | 1,890,000 | 0.46% | | Mr. Lin Zhenshuang | Long Position | Beneficial Owner | 1,890,000 | 0.46% | | Mr. Zhong Jianxiong | Long Position | Beneficial Owner | 1,890,000 | 0.46% | | Mr. Cao Siwei | Long Position | Beneficial Owner | 1,890,000 | 0.46% | | Ms. Li Jieying | Long Position | Beneficial Owner | 1,890,000 | 0.46% | - Mr. Huang Wenji is deemed to be interested in the shares of the Company held through Jicheng Investment Limited[116](index=116&type=chunk)[118](index=118&type=chunk) [INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS](index=21&type=section&id=INTERESTS%20AND%20SHORT%20POSITIONS%20OF%20SUBSTANTIAL%20SHAREHOLDERS) As of the report date, substantial shareholders, including Jicheng Investment Limited, Mr. Huang Wenji, and his spouse Ms. Chen Jieyou, all held long positions in the Company's shares | Name of Shareholder | Nature of Interest | Capacity | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Jicheng Investment Limited | Long Position | Beneficial Owner | 123,140,900 | 29.85% | | Mr. Huang Wenji | Long Position | Interest in controlled corporation and beneficial owner | 125,030,900 | 30.31% | | Ms. Chen Jieyou | Long Position | Spouse's Interest | 123,140,900 | 29.85% | - Mr. Huang Wenji is the sole beneficial owner of Jicheng Investment Limited, and his spouse, Ms. Chen Jieyou, is deemed to be interested in the shares in which Mr. Huang Wenji is interested[124](index=124&type=chunk) [SHARE OPTION SCHEME](index=21&type=section&id=SHARE%20OPTION%20SCHEME) The Company's share option scheme expired on January 22, 2025, with no new options granted during the period. However, 18,750,000 shares remain exercisable under existing options, representing 4.54% of the total issued shares - The share option scheme expired on January 22, 2025, and no share options have been granted since its expiry[121](index=121&type=chunk)[123](index=123&type=chunk) - As of the date of this report, the total number of securities available for issue under the share option scheme is 18,750,000 shares, representing 4.54% of the Company's total issued shares[134](index=134&type=chunk)[137](index=137&type=chunk) | Class of Participants | Date of Grant | Exercise Period | Adjusted Exercise Price (HKD) | Outstanding as of Jan 1, 2025 | Granted during the period | Exercised during the period | Lapsed during the period | Outstanding as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Employees | April 10, 2019 | April 10, 2019 to April 9, 2029 | 0.900 | 18,750,000 | – | – | – | 18,750,000 | [CORPORATE GOVERNANCE](index=24&type=section&id=CORPORATE%20GOVERNANCE) The Company is committed to maintaining high corporate governance standards, with a board comprising four executive directors and three independent non-executive directors. Deviations exist regarding the non-separation of Chairman and CEO roles and the absence of independent non-executive directors at the general meeting - The Board of Directors comprises four executive directors and three independent non-executive directors[141](index=141&type=chunk)[144](index=144&type=chunk) - There is a deviation from Code Provision C.2.1 of the Corporate Governance Code, where the roles of Chairman and Chief Executive Officer are performed by the same person (Mr. Huang)[141](index=141&type=chunk)[144](index=144&type=chunk) - Independent Non-executive Directors Mr. Cao Siwei, Mr. Yang Xuetai, and Ms. Li Jieying did not attend the Annual General Meeting on June 2, 2025, due to other commitments, deviating from Code Provision F.1.3[142](index=142&type=chunk)[144](index=144&type=chunk) [MODEL CODE FOR SECURITIES TRANSACTIONS BY THE DIRECTORS](index=25&type=section&id=MODEL%20CODE%20FOR%20SECURITIES%20TRANSACTIONS%20BY%20THE%20DIRECTORS) Directors have adopted and confirmed full compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules - The Directors have adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules[146](index=146&type=chunk)[151](index=151&type=chunk) - All Directors have confirmed full compliance with the required standards of dealings set out in the Model Code since the listing date[146](index=146&type=chunk)[151](index=151&type=chunk) [AUDIT COMMITTEE](index=25&type=section&id=AUDIT%20COMMITTEE) The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing accounting principles, financial reporting matters, and the unaudited interim financial statements for the period - The Audit Committee was established on January 23, 2015, and comprises three independent non-executive directors: Mr. Cao Siwei (Chairman), Ms. Li Jieying, and Mr. Yang Xuetai[147](index=147&type=chunk)[152](index=152&type=chunk) - The Committee has reviewed the accounting principles and practices adopted by the Group and financial reporting matters, including the unaudited consolidated interim financial statements for the current period[147](index=147&type=chunk)[152](index=152&type=chunk) [REMUNERATION COMMITTEE](index=25&type=section&id=REMUNERATION%20COMMITTEE) The Remuneration Committee, comprising three independent non-executive directors, is responsible for remuneration-related matters - The Remuneration Committee was established on January 23, 2015, and comprises three independent non-executive directors: Mr. Cao Siwei, Ms. Li Jieying (Chairman), and Mr. Yang Xuetai[148](index=148&type=chunk)[153](index=153&type=chunk) [NOMINATION COMMITTEE](index=25&type=section&id=NOMINATION%20COMMITTEE) The Nomination Committee, consisting of three independent non-executive directors, is responsible for nomination-related matters - The Nomination Committee was established on January 23, 2015, and comprises three independent non-executive directors: Mr. Cao Siwei, Ms. Li Jieying, and Mr. Yang Xuetai (Chairman)[149](index=149&type=chunk)[154](index=154&type=chunk) [APPRECIATION](index=25&type=section&id=APPRECIATION) The Chairman of the Board, on behalf of the Board, expresses gratitude to all colleagues, shareholders, customers, banks, and business partners for their support - The Chairman of the Board, Mr. Huang Wenji, on behalf of the Board, expresses gratitude to all colleagues for their diligence, dedication, loyalty, and integrity[150](index=150&type=chunk)[155](index=155&type=chunk) - The Board also thanks all shareholders, customers, banks, and other business partners for their trust and support[150](index=150&type=chunk)[155](index=155&type=chunk)

2025 股份代號：2388 （港幣櫃台）及82388 （人民幣櫃台） 本公司本份2025年中期業績報告將由2025年9月上旬寄發的印刷版本取代。 目錄 | | 頁數 | | --- | --- | | 財務摘要 | 2 | | 管理層討論及分析 | 3 | | 簡要綜合收益表 | 40 | | 簡要綜合全面收益表 | 41 | | 簡要綜合資產負債表 | 42 | | 簡要綜合權益變動表 | 43 | | 簡要綜合現金流量表 | 45 | | 中期財務資料附註 | 46 | | 公司治理及其他資料 | 115 | | 獨立審閱報告 | 122 | | 附錄－本公司之附屬公司 | 123 | | 釋義 | 126 | 2025年中期業績報告 中銀香港（控股）有限公司 1 財務摘要 | | 2025年6月30日 | 2024年6月30日 | | --- | --- | --- | | 期內 | 港幣百萬元 | 港幣百萬元 | | 提取減值準備前之淨經營收入 | 40,022 | 35,336 | | 經營溢利 | 28,394 | 25,134 | | 除稅前溢利 | 27,275 | 24,716 | | 期 ...

[Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This statement presents the group's financial performance, showing a net loss and total comprehensive expense for the period | Indicator | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Revenue | 17,707 | 17,948 | | Cost of sales | (6,279) | (6,233) | | Gross profit | 11,428 | 11,715 | | Other income | 3,976 | 4,573 | | Net other gains and losses | (6,676) | (6,808) | | Selling and distribution expenses | (640) | (1,970) | | Administrative expenses | (17,785) | (12,170) | | Finance costs | (647) | (708) | | Loss before tax | (10,344) | (5,368) | | Loss for the period | (10,344) | (5,368) | | Total comprehensive expense for the period | (29,660) | (7,832) | | Loss for the period attributable to owners of the Company | (11,280) | (5,160) | | Basic and diluted loss per share (RMB cents) | (10.44) | (2.99) | [Condensed Consolidated Statement of Financial Position](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This statement provides a snapshot of the group's assets, liabilities, and equity at the end of the reporting period | Indicator | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Non-current assets | 13,393 | 13,316 | | Current assets | 449,960 | 348,279 | | Current liabilities | 460,896 | 328,808 | | Net current (liabilities) / assets | (10,936) | 19,471 | | Total assets less current liabilities | 2,457 | 32,787 | | Non-current liabilities | 1,747 | 2,417 | | Net assets | 710 | 30,370 | | Total equity | 710 | 30,370 | [Condensed Consolidated Statement of Changes in Equity](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement details the changes in the group's equity attributable to owners over the reporting period | Indicator | June 30, 2025 (thousand RMB) | January 1, 2024 (thousand RMB) | | :--- | :--- | :--- | | Total equity at beginning of period | 30,370 | 34,392 | | Total comprehensive (expense) / income for the period | (29,660) | (7,832) | | Total equity at end of period | 710 | 26,560 | [Condensed Consolidated Statement of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This statement summarizes the cash inflows and outflows from operating, investing, and financing activities | Indicator | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Net cash from operating activities | 50,700 | 5,914 | | Net cash from investing activities | 10,565 | 1,026 | | Net cash (used in) / from financing activities | (15,591) | 643 | | Net increase in cash and cash equivalents | 45,674 | 7,583 | | Cash and cash equivalents at beginning of period | 23,195 | 16,805 | | Effect of exchange rate changes, net | (19,315) | (2,464) | | Cash and cash equivalents at end of period | 49,554 | 21,924 | [Notes to the Condensed Consolidated Interim Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated interim financial statements [1. Company Information](index=11&type=section&id=1.%20Company%20Information) The company is a public limited company incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange - The company is incorporated in the Cayman Islands, with shares listed on the Hong Kong Stock Exchange[23](index=23&type=chunk) - The Group's principal activities include investment holding, outdoor and digital advertising services, and prepaid card business[24](index=24&type=chunk) [2. Basis of Preparation and Accounting Policies](index=11&type=section&id=2.%20Basis%20of%20Preparation%20and%20Accounting%20Policies) The financial statements are prepared under IFRS and GEM Listing Rules, using historical cost basis and presented in RMB - The financial statements are prepared in accordance with International Financial Reporting Standards and the GEM Listing Rules[25](index=25&type=chunk) - They are prepared on a historical cost basis and presented in RMB[25](index=25&type=chunk) - Accounting policies are consistent with the audited consolidated financial statements for the year ended December 31, 2024[25](index=25&type=chunk) [Going Concern Basis](index=11&type=section&id=Going%20Concern%20Basis) Despite current liabilities exceeding current assets, the directors deem the group a going concern due to sufficient working capital - As of June 30, 2025, current liabilities exceeded current assets by **RMB 10.9 million**[26](index=26&type=chunk) - Restricted cash and cash equivalents amounted to **RMB 399.8 million** as of June 30, 2025[26](index=26&type=chunk) - On July 14, 2025, a successful placement of 21,600,000 shares generated net proceeds of **HKD 14.8 million**[26](index=26&type=chunk) - The directors consider the Group to have sufficient working capital, making the preparation of financial statements on a going concern basis appropriate[26](index=26&type=chunk) [3. Application of New and Revised International Financial Reporting Standards](index=12&type=section&id=3.%20Application%20of%20New%20and%20Revised%20International%20Financial%20Reporting%20Standards) The group adopted new IFRS effective January 1, 2025, with no significant impact on financial results or position - New and revised International Financial Reporting Standards effective on or after January 1, 2025, have been adopted during this period[29](index=29&type=chunk) - The application of new standards has not resulted in significant changes to accounting policies or reported amounts[29](index=29&type=chunk) - Directors anticipate no significant impact from the future application of new standards[29](index=29&type=chunk) [4. Revenue and Segment Information](index=12&type=section&id=4.%20Revenue%20and%20Segment%20Information) Revenue primarily derives from prepaid card business, with outdoor and digital advertising and film investment generating no revenue | Revenue Source | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Outdoor and digital advertising revenue | – | 101 | | Film and entertainment investment revenue | – | – | | Prepaid card revenue | 17,707 | 17,847 | | Total | 17,707 | 17,948 | | Operating Segment | H1 2025 Segment Profit (thousand RMB) | H1 2024 Segment (Loss) / Profit (thousand RMB) | | :--- | :--- | :--- | | Outdoor and digital advertising | – | (157) | | Film and entertainment investment | – | – | | Prepaid card | 3,241 | 6,787 | [5. Net Other Gains and Losses](index=14&type=section&id=5.%20Net%20Other%20Gains%20and%20Losses) Net other gains and losses resulted in a loss of RMB 6,676 thousand, mainly from financial asset disposals and fair value changes | Item | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Fair value changes of financial assets at fair value through profit or loss | (2,107) | (6,808) | | Loss on disposal of financial assets | (5,757) | – | | Others | 1,188 | – | | Total | (6,676) | (6,808) | [6. Finance Costs](index=15&type=section&id=6.%20Finance%20Costs) Total finance costs were RMB 647 thousand, primarily comprising interest expenses on corporate bonds and lease liabilities | Item | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Interest expense on lease liabilities | 183 | 42 | | Interest expense on corporate bonds | 457 | 666 | | Interest expense on other borrowings | 7 | – | | Total | 647 | 708 | [7. Taxation](index=15&type=section&id=7.%20Taxation) No Hong Kong profits tax provision was made due to no taxable profits, while Chinese subsidiaries face a 25% corporate income tax rate - No Hong Kong profits tax provision was made as the Group had no assessable profits in Hong Kong[36](index=36&type=chunk) - Hong Kong profits tax operates under a two-tiered system: **8.25%** for the first **HKD 2 million** of assessable profits and **16.5%** for profits exceeding this amount[36](index=36&type=chunk) - The corporate income tax rate for Chinese subsidiaries is **25%**[36](index=36&type=chunk) [8. Loss for the Period](index=15&type=section&id=8.%20Loss%20for%20the%20Period) The loss for the period is stated after deducting items such as depreciation, right-of-use asset depreciation, and increased employee benefits | Item | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Depreciation | 827 | 342 | | Depreciation of right-of-use assets | 545 | 346 | | Total employee benefits expense | 7,372 | 6,594 | [9. Dividends](index=16&type=section&id=9.%20Dividends) The Board of Directors does not recommend the payment of any dividend for the six months ended June 30, 2025 - The directors do not recommend the payment of any dividend for the six months ended June 30, 2025[39](index=39&type=chunk) [10. Loss Per Share](index=16&type=section&id=10.%20Loss%20Per%20Share) Basic and diluted loss per share for the six months ended June 30, 2025, was RMB 10.44 cents, an increase from the prior period | Indicator | H1 2025 | | :--- | :--- | | Loss for the purpose of calculating basic and diluted loss per share (thousand RMB) | (11,280) | | Weighted average number of ordinary shares for calculating basic and diluted loss per share (thousand shares) | 108,000 | | Basic and diluted loss per share (RMB cents) | (10.44) | | Indicator | H1 2024 | | :--- | :--- | | Loss for the purpose of calculating basic and diluted loss per share (thousand RMB) | (5,160) | | Weighted average number of ordinary shares for calculating basic and diluted loss per share (thousand shares) | 172,800 | | Basic and diluted loss per share (RMB cents) | (2.99) | [11. Trade Receivables](index=17&type=section&id=11.%20Trade%20Receivables) Net trade receivables increased to RMB 12,774 thousand as of June 30, 2025, with most balances due within 90 days | Indicator | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Trade receivables | 95,223 | 91,571 | | Less: Provision for expected credit losses | (82,449) | (79,780) | | Net | 12,774 | 11,791 | | Ageing | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Within 90 days | 9,155 | 7,592 | | After 1 year | 3,619 | 4,199 | | Total | 12,774 | 11,791 | - The Group generally grants credit periods ranging from **30 to 365 days** to its customers and maintains strict monitoring[41](index=41&type=chunk) [12. Trade Payables / Other Payables and Accruals](index=18&type=section&id=12.%20Trade%20Payables%20%2F%20Other%20Payables%20and%20Accruals) Trade payables increased to RMB 42,460 thousand, and other payables significantly rose to RMB 413,710 thousand, mainly due to prepaid card holder funds | Trade Payables Ageing | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Within 90 days | 41,524 | 17,632 | | 91 to 180 days | – | 66 | | After 181 days | 936 | 3,137 | | Total | 42,460 | 20,835 | | Other Payables and Accruals | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Other payables | 403,877 | 269,089 | | Accrued salaries and staff benefits | 251 | 89 | | Other accruals | 9,582 | 17,046 | | Other tax payables | – | 1,738 | | Total | 413,710 | 287,962 | - Approximately **RMB 318,456 thousand** of other payables primarily represents restricted cash held on behalf of prepaid card holders in regulated activities[43](index=43&type=chunk) [13. Share Capital](index=19&type=section&id=13.%20Share%20Capital) Issued and fully paid share capital as of June 30, 2025, was 108,000,000 shares, valued at RMB 1,115 thousand, increasing due to a rights issue | Share Capital Movement | Number of Shares | Share Capital (thousand RMB) | | :--- | :--- | :--- | | At January 1, 2024 | 172,800,000 | 1,115 | | Share consolidation | (129,600,000) | – | | At December 31, 2024 and January 1, 2025 | 43,200,000 | 1,115 | | Rights issue | 64,800,000 | – | | At June 30, 2025 | 108,000,000 | 1,115 | [14. Related Party Transactions](index=19&type=section&id=14.%20Related%20Party%20Transactions) Key management personnel compensation increased for the six months ended June 30, 2025 | Item | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Short-term employee benefits | 853 | 596 | | Post-employment benefits | 10 | 16 | | Total | 863 | 612 | [Management Discussion and Analysis and Other Information](index=20&type=section&id=Management%20Discussion%20and%20Analysis%20and%20Other%20Information) This section provides an overview of the group's operational and financial performance, liquidity, and future outlook [Business and Financial Review](index=20&type=section&id=Business%20and%20Financial%20Review) Total revenue slightly decreased by 1.3% to RMB 17,707 thousand, primarily from prepaid card business, with total comprehensive expense significantly increasing - Total revenue was approximately **RMB 17,707 thousand**, a decrease of approximately **1.3%** compared to the same period last year[47](index=47&type=chunk) - Revenue during this period primarily originated from the prepaid card business, with no revenue generated from outdoor and digital advertising or film and entertainment investment businesses[47](index=47&type=chunk) - Total gross profit was approximately **RMB 11,428 thousand**, a decrease of approximately **2.4%** from the prior period, with a gross profit margin of **64.5%** (H1 2024: 65.3%)[47](index=47&type=chunk) - Total comprehensive expense attributable to owners of the Company was approximately **RMB 30,596 thousand**, an increase of approximately **RMB 22,972 thousand** from the prior period, mainly due to exchange differences from converting overseas operations[47](index=47&type=chunk) [Outdoor and Digital Advertising](index=20&type=section&id=Outdoor%20and%20Digital%20Advertising) No revenue was generated from outdoor and digital advertising due to intense industry competition and reduced client numbers - No revenue was generated from outdoor and digital advertising for the six months ended June 30, 2025[49](index=49&type=chunk) - The decrease in revenue was primarily due to intense industry competition, leading to a reduction in the number of clients[49](index=49&type=chunk) [Film and Entertainment Investment](index=20&type=section&id=Film%20and%20Entertainment%20Investment) No revenue was generated from film and entertainment investment due to production disruptions, delayed releases, and tightened regulations - No revenue was generated from the film and entertainment business for the six months ended June 30, 2025[50](index=50&type=chunk) - The decline in business was mainly attributed to disruptions in film/TV series production schedules, delayed releases, tightened tax measures in China, and increased government censorship and regulation[50](index=50&type=chunk) - The Group has suspended further investment in this business segment[50](index=50&type=chunk) [Prepaid Card Business](index=21&type=section&id=Prepaid%20Card%20Business) Prepaid card business revenue slightly decreased by 0.8% to RMB 17,707 thousand, remaining the group's primary income source - Revenue from the prepaid card business decreased by approximately **0.8%** to approximately **RMB 17,707 thousand** for the six months ended June 30, 2025, from approximately RMB 17,847 thousand in the prior period[52](index=52&type=chunk) - The Group obtained a Stored Value Facilities (SVF) license in November 2016[52](index=52&type=chunk) [Cost of Sales](index=21&type=section&id=Cost%20of%20Sales) Cost of sales slightly increased by 0.7% to RMB 6,279 thousand, primarily due to prepaid card transaction processing costs - Cost of sales slightly increased by approximately **0.7%** to approximately **RMB 6,279 thousand** for the six months ended June 30, 2025, from approximately RMB 6,233 thousand in the prior period[53](index=53&type=chunk) - Cost of sales primarily includes production costs for film and entertainment projects, advertising media agency fees, prepaid card transaction processing costs, and direct labor costs[53](index=53&type=chunk) [Other Income](index=21&type=section&id=Other%20Income) Other income decreased by 13.1% to RMB 3,976 thousand, mainly attributable to lower bank deposit interest rates - Other income decreased by approximately **13.1%** to approximately **RMB 3,976 thousand** for the six months ended June 30, 2025, from approximately RMB 4,573 thousand in the prior period[54](index=54&type=chunk) - The decrease in other income was mainly due to lower bank deposit interest rates during the period ended June 30, 2025[54](index=54&type=chunk) [Net Other Gains and Losses (MD&A)](index=21&type=section&id=Net%20Other%20Gains%20and%20Losses%20(MD%26A)) Net other gains and losses decreased by 1.9% to a loss of RMB 6,676 thousand, primarily from financial asset disposals and fair value losses - Net other gains and losses decreased by approximately **1.9%** to a net loss of approximately **RMB 6,676 thousand** for the six months ended June 30, 2025, from a net loss of approximately RMB 6,808 thousand in the prior period[55](index=55&type=chunk) - Net other gains and losses primarily include losses on disposal of financial assets and fair value losses from financial assets at fair value through profit or loss recognized for the six months ended June 30, 2025[55](index=55&type=chunk) [Selling and Distribution Expenses](index=21&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses significantly decreased by 67.5% to RMB 640 thousand, mainly due to reduced advertising and marketing costs - Selling and distribution expenses decreased by approximately **67.5%** to approximately **RMB 640 thousand** for the six months ended June 30, 2025, from approximately RMB 1,970 thousand in the prior period[56](index=56&type=chunk) - The decrease was mainly due to lower advertising and marketing expenses incurred for the six months ended June 30, 2025[56](index=56&type=chunk) [Administrative Expenses](index=21&type=section&id=Administrative%20Expenses) Administrative expenses increased by RMB 5,615 thousand, primarily due to the expanded scale of prepaid card operations and increased headcount - Administrative expenses increased by approximately **RMB 5,615 thousand** for the six months ended June 30, 2025[57](index=57&type=chunk) - The increase was mainly due to the expanded scale of prepaid card business operations, particularly the increase in staff headcount for the six months ended June 30, 2025[57](index=57&type=chunk) [Liquidity and Financial Resources](index=21&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the group's cash and cash equivalents were RMB 49,554 thousand, with a current ratio of 0.98 and a debt-to-asset ratio of 0.96 - As of June 30, 2025, the Group's cash and cash equivalents were approximately **RMB 49,554 thousand**[58](index=58&type=chunk) - As of June 30, 2025, the Group's current ratio was approximately **0.98** (December 31, 2024: 1.06)[58](index=58&type=chunk) - As of June 30, 2025, the Group's debt-to-asset ratio was approximately **0.96** (December 31, 2024: 0.34)[58](index=58&type=chunk) - As of June 30, 2025, the Group had repaid its outstanding bonds[58](index=58&type=chunk) [Pledge of Assets](index=22&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, the group had no assets pledged to secure any loans granted to it - As of June 30, 2025, the Group had no assets pledged to secure any loans granted to it[60](index=60&type=chunk) [Restricted Cash](index=22&type=section&id=Restricted%20Cash) Restricted cash increased by 21.6% to RMB 350,280 thousand, primarily due to increased prepaid card sales and top-ups - As of June 30, 2025, the Group's restricted cash from prepaid card sales and top-ups was approximately **RMB 350,280 thousand** (December 31, 2024: RMB 288,078 thousand)[61](index=61&type=chunk) - Restricted cash increased by approximately **21.6%** compared to the prior period, mainly due to an increase in the value of prepaid cards sold[61](index=61&type=chunk) [Contingent Liabilities](index=22&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[62](index=62&type=chunk) [Capital Commitments](index=22&type=section&id=Capital%20Commitments) As of June 30, 2025, the group had no significant capital commitments - As of June 30, 2025, the Group had no significant capital commitments[63](index=63&type=chunk) [Foreign Exchange Risk](index=22&type=section&id=Foreign%20Exchange%20Risk) Operating primarily in China and Hong Kong, the group's transactions are settled in RMB and HKD, with no significant foreign exchange risk - The Group primarily operates in China and Hong Kong, with most transactions settled in RMB and HKD[64](index=64&type=chunk) - The directors believe the Group's foreign exchange risk is not significant[64](index=64&type=chunk) - The Group did not engage in any hedging activities for foreign exchange risk for the six months ended June 30, 2025[64](index=64&type=chunk) [Human Resources](index=22&type=section&id=Human%20Resources) The group employed 30 staff as of June 30, 2025, with total staff costs increasing during the period - As of June 30, 2025, the Group employed a total of **30 staff** in China and Hong Kong (June 30, 2024: 34 staff)[65](index=65&type=chunk) - Total staff costs (including directors' emoluments) for the six months ended June 30, 2025, were approximately **RMB 7,372 thousand** (six months ended June 30, 2024: RMB 6,594 thousand)[65](index=65&type=chunk) [Outlook](index=22&type=section&id=Outlook) The group plans to expand its payment and prepaid card businesses, seek other financial licenses, and explore cryptocurrency opportunities - The Group will continue to actively expand its payment license and prepaid card business, while also striving to obtain other financial business licenses[66](index=66&type=chunk) - The implementation of Hong Kong's stablecoin regulations (effective August 1, 2025) is considered a strategic opportunity to enter the cryptocurrency sector[66](index=66&type=chunk) - In the coming year, the Group will strengthen cost control and implement appropriate measures to drive business development[66](index=66&type=chunk) [Corporate Governance](index=22&type=section&id=Corporate%20Governance) The company is committed to maintaining high corporate governance standards and complied with the GEM Listing Rules during the period - The Company is committed to maintaining a high level of corporate governance to serve the interests of its shareholders[67](index=67&type=chunk) - To the best of the Board's knowledge, the Company has complied with the Corporate Governance Code for the six months ended June 30, 2025[67](index=67&type=chunk) [Dividends (MD&A)](index=23&type=section&id=Dividends%20(MD%26A)) The Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025[68](index=68&type=chunk) [Directors' Interests in Competing Business](index=23&type=section&id=Directors'%20Interests%20in%20Competing%20Business) No directors, controlling shareholders, or their associates held interests in businesses competing with the group during the period - For the six months ended June 30, 2025, none of the directors, controlling shareholders of the Company, or their respective associates had any interests in businesses that compete or are likely to compete with the Group's business[69](index=69&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=23&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of its listed securities during the six months ended June 30, 2025 - 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[70](index=70&type=chunk) [Material Investments, Material Acquisitions or Disposals and Future Plans for Material Investments or Capital Assets](index=23&type=section&id=Material%20Investments%2C%20Material%20Acquisitions%20or%20Disposals%20and%20Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) The group had no material investments, acquisitions, or disposals, nor specific future plans for material investments or capital assets - For the six months ended June 30, 2025, the Group had no material investments, material acquisitions, or disposals of subsidiaries, associates, and joint ventures[71](index=71&type=chunk) - As of June 30, 2025, the Group had no specific future plans for material investments or capital assets[71](index=71&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or its Associated Corporations](index=23&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20its%20Associated%20Corporations) As of June 30, 2025, Executive Director Mr. Ruan Deqing held a 3.33% long position in the company's shares through a controlled corporation | Director's Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Mr. Ruan Deqing | Interest in controlled corporation | 3,600,125 | 3.33 | - Mr. Ruan Deqing holds shares through Power Elite Limited, which is **48.73%** owned by Harmony Elite Limited, with all issued share capital of Harmony Elite Limited owned by Mr. Ruan Deqing[72](index=72&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company](index=24&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of June 30, 2025, several key individuals and entities each held a 3.33% long position in the company's shares | Shareholder Name / Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Mr. Lam Pun Tung | Interest in controlled corporation | 3,600,125 | 3.33 | | Power Elite | Beneficial owner | 3,600,125 | 3.33 | | Bright Capital | Interest in controlled corporation | 3,600,125 | 3.33 | | Ms. Poon Hiu Ying | Spouse's interest | 3,600,125 | 3.33 | | Harmony Elite | Interest in controlled corporation | 3,600,125 | 3.33 | | Ms. Liu Si Bin | Spouse's interest | 3,600,125 | 3.33 | - Mr. Lam Pun Tung, Mr. Ruan Deqing, Bright Capital, and Harmony Elite are deemed to have an interest in all shares held by Power Elite[80](index=80&type=chunk) - Ms. Poon Hiu Ying, spouse of Mr. Lam Pun Tung, and Ms. Liu Si Bin, spouse of Mr. Ruan Deqing, are both deemed to have an interest in the relevant shares[80](index=80&type=chunk) [Standard of Conduct Regarding Securities Transactions by Directors](index=25&type=section&id=Standard%20of%20Conduct%20Regarding%20Securities%20Transactions%20by%20Directors) The company adopted a code of conduct for directors' securities transactions, which all directors confirmed compliance with during the period - The Company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standard set out in Rules 5.48 to 5.67 of the GEM Listing Rules[77](index=77&type=chunk) - Following specific inquiries with all directors, all directors confirmed their compliance with the code of conduct and the required standard for directors' securities transactions for the six months ended June 30, 2025[77](index=77&type=chunk) [Events After the Reporting Period](index=25&type=section&id=Events%20After%20the%20Reporting%20Period) On July 14, 2025, the group completed a placement of 21,600,000 ordinary shares, raising approximately HKD 14.8 million net proceeds - On July 14, 2025, the Group completed the placement of a total of **21,600,000** ordinary shares of **USD 0.004** each at a price of **HKD 0.70** per ordinary share to no less than six placees through a placing agent[78](index=78&type=chunk) - The net proceeds from the placing of shares amounted to approximately **HKD 14.8 million**[78](index=78&type=chunk) [Share Option Scheme](index=26&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on June 30, 2021, to incentivize participants, with no options granted or exercised this period - The Company adopted a share option scheme pursuant to an ordinary resolution passed by shareholders at the annual general meeting held on June 30, 2021[82](index=82&type=chunk) - Participants in the share option scheme include employees (including directors) of the Group, suppliers of goods or services, customers, substantial shareholders, consultants or advisors, and joint venture partners[82](index=82&type=chunk) - The share option scheme has a general scheme limit (10% of issued shares) and an individual limit (1% of issued share capital in any twelve-month period)[83](index=83&type=chunk)[84](index=84&type=chunk) - The exercise price of the shares will be determined by the directors, but shall not be less than the highest of (i) the closing price of the shares as stated in the daily quotation sheet of the Stock Exchange on the date of the offer of the share option; (ii) the average closing price of the shares as stated in the daily quotation sheet of the Stock Exchange for the five business days immediately preceding the date of the offer of the share option; and (iii) the nominal value of a share[85](index=85&type=chunk) - For the period ended June 30, 2025, no share options were carried forward, granted, or exercised under the Company's share option scheme, and there were no outstanding share options[86](index=86&type=chunk) [Audit Committee](index=27&type=section&id=Audit%20Committee) The Audit Committee, established on December 17, 2010, reviewed the interim results and confirmed compliance with accounting standards - The Company established an Audit Committee on December 17, 2010, with written terms of reference in compliance with the GEM Listing Rules and the Corporate Governance Code[87](index=87&type=chunk) - As of June 30, 2025, the Audit Committee comprised three members: Ms. Cheng Suet Lai (Chairperson), Mr. Chan Wing Wah, and Ms. Wipada Kunna, all of whom are independent non-executive directors[87](index=87&type=chunk) - The Audit Committee has reviewed the unaudited consolidated results and report of the Group for the six months ended June 30, 2025, and is of the opinion that they were prepared in accordance with applicable accounting standards and the GEM Listing Rules, with adequate disclosures made[89](index=89&type=chunk)

[Company Information and Disclaimer](index=2&type=section&id=Company%20Information%20and%20Disclaimer) This section covers company information, GEM market disclaimers, and directors' responsibility statement [GEM Market Characteristics](index=2&type=section&id=GEM%20Market%20Characteristics) The GEM market is designed for small and medium-sized companies, carrying higher investment risks, potential market volatility, and lower liquidity - The GEM market is positioned as a listing platform for small and medium-sized companies, entailing **higher investment risks**[2](index=2&type=chunk)[4](index=4&type=chunk) - Potential risks include significant market volatility for GEM securities and no guarantee of high liquidity[3](index=3&type=chunk)[5](index=5&type=chunk) [Directors' Responsibility Statement](index=3&type=section&id=Directors'%20Responsibility%20Statement) The Board of Directors collectively and individually assumes full responsibility for the accuracy, completeness, and non-misleading nature of this report's content, confirming compliance with GEM Listing Rules - Directors confirm that the information in this report is accurate, complete, and free from misleading or fraudulent elements in all material aspects[8](index=8&type=chunk)[9](index=9&type=chunk) - The content of this report complies with the disclosure requirements of the GEM Listing Rules[8](index=8&type=chunk)[9](index=9&type=chunk) [Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the reporting period [Condensed Consolidated Statement of Profit or Loss](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the company transitioned from loss to profit, driven by significant revenue growth and a reversal of expected credit loss provisions, despite a substantial increase in income tax expense Condensed Consolidated Statement of Profit or Loss Key Data (For the six months ended June 30) | Indicator (HKD thousand) | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :--------------------- | :--------------- | :--------------- | :--------- | | Revenue | 14,493 | 5,968 | +142.8% | | Other income and net other gains | 1,064 | 3,820 | -72.2% | | Administrative and other expenses | (12,862) | (12,464) | +3.2% | | Reversal/(provision) for expected credit losses | 8,860 | (2,460) | N/A | | Finance costs | (3,173) | (4,643) | -31.7% | | Profit/(loss) before income tax | 8,382 | (9,779) | N/A | | Income tax expense | (16,313) | (3,427) | +376.0% | | Loss for the period | (7,931) | (13,206) | -39.9% | | Loss per share attributable to owners of the Company (HK cents) | (8.68) | (29.53) | -70.6% | [Condensed Consolidated Statement of Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, total comprehensive expenses significantly decreased, primarily due to a narrower loss for the period and positive foreign exchange differences Condensed Consolidated Statement of Comprehensive Income Key Data (For the six months ended June 30) | Indicator (HKD thousand) | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :--------------------- | :--------------- | :--------------- | :--------- | | Loss for the period | (7,931) | (13,206) | -39.9% | | Other comprehensive income/(expenses) | 3,044 | (4,124) | N/A | | Total comprehensive expenses for the period | (4,887) | (17,330) | -71.8% | | Total comprehensive (expenses)/income attributable to owners of the Company | (6,623) | (15,215) | -56.4% | - In the first half of 2025, exchange differences arising from the translation of financial statements of overseas operations amounted to **HKD 3,451 thousand**, a significant improvement from **(HKD 4,127 thousand)** in the same period of 2024[17](index=17&type=chunk) - Reclassification of exchange reserve upon disposal of subsidiaries and joint ventures resulted in **(HKD 407 thousand)**[17](index=17&type=chunk) [Condensed Consolidated Statement of Financial Position](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company experienced a significant decrease in non-current assets but an increase in current assets, leading to higher net current assets, while total assets less current liabilities and net assets both declined Condensed Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator (HKD thousand) | 2025 (Unaudited) | 2024 (Audited) | Change (%) | | :--------------------- | :--------------- | :------------- | :--------- | | Non-current assets | 16,913 | 37,892 | -55.4% | | Current assets | 133,509 | 117,753 | +13.4% | | Current liabilities | 74,621 | 74,666 | -0.1% | | Net current assets | 58,888 | 43,087 | +36.7% | | Total assets less current liabilities | 75,801 | 80,979 | -6.4% | | Non-current liabilities | 8,540 | 8,831 | -3.3% | | Net assets | 67,261 | 72,148 | -6.8% | | Equity attributable to owners of the Company | 32,894 | 39,517 | -16.7% | | Non-controlling interests | 34,367 | 32,631 | +5.3% | | Total equity | 67,261 | 72,148 | -6.8% | - Investment properties within non-current assets were entirely disposed of in the first half of 2025, decreasing from **HKD 2,043 thousand** to **HKD 0**[20](index=20&type=chunk) - Deferred tax assets significantly decreased from **HKD 26,656 thousand** to **HKD 11,675 thousand**[20](index=20&type=chunk) - Customer loans (non-current) decreased from **HKD 4,423 thousand** to **HKD 762 thousand**, while customer loans (current) increased from **HKD 44,361 thousand** to **HKD 48,342 thousand**[20](index=20&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=10&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 decreased due to loss for the period and changes in exchange reserves, while non-controlling interests increased Condensed Consolidated Statement of Changes in Equity Key Data (For the six months ended June 30) | Indicator (HKD thousand) | 2025 (Unaudited) | 2024 (Unaudited) | | :--------------------- | :--------------- | :--------------- | | Equity attributable to owners of the Company at beginning of period | 39,517 | 51,136 | | Loss for the period | (8,149) | (12,030) | | Other comprehensive income/(expenses) | 1,526 | (3,185) | | Equity attributable to owners of the Company at end of period | 32,894 | 41,173 | | Non-controlling interests at end of period | 34,367 | 36,261 | | Total equity at end of period | 67,261 | 77,434 | - In the first half of 2025, accumulated losses attributable to owners of the Company increased from **(HKD 1,106,796 thousand)** at the beginning of the period to **(HKD 1,115,285 thousand)** at the end of the period[24](index=24&type=chunk) - In the first half of 2024, the company raised **HKD 7,511 thousand** through the placement of new shares[26](index=26&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash from operating activities decreased, but net cash from investing activities turned positive, and net cash used in financing activities significantly reduced, resulting in a net increase in cash and cash equivalents Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended June 30) | Indicator (HKD thousand) | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :--------------------- | :--------------- | :--------------- | :--------- | | Net cash generated from operating activities | 12,564 | 18,707 | -32.8% | | Net cash generated from investing activities | 2,049 | 0 | N/A | | Net cash used in financing activities | (4,165) | (21,689) | -80.8% | | Net increase/(decrease) in cash and cash equivalents | 10,448 | (2,982) | N/A | | Cash and cash equivalents at end of period | 84,502 | 88,250 | -4.2% | - Cash inflow from investing activities primarily stemmed from proceeds of **HKD 2,043 thousand** from the disposal of investment properties[28](index=28&type=chunk) - The decrease in cash outflow from financing activities was mainly due to higher amounts for redemption of convertible bonds and promissory notes in the same period of 2024[28](index=28&type=chunk) [Notes to the Financial Statements](index=14&type=section&id=Notes%20to%20the%20Financial%20Statements) This section provides detailed notes on the basis of preparation, accounting policies, and specific items within the financial statements [General Information](index=14&type=section&id=General%20Information) The company is incorporated in Bermuda, listed on GEM of the Stock Exchange, primarily engaged in investment holding, with group businesses including short-term financing services and IT solutions and consulting for the financial industry - The company is incorporated in **Bermuda**, with shares listed on the **GEM of the Stock Exchange**[30](index=30&type=chunk)[32](index=32&type=chunk) - The Group's principal activities include providing **short-term financing services** and **IT solutions and consulting services** for the financial industry in Mainland China and Hong Kong[31](index=31&type=chunk)[33](index=33&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=15&type=section&id=Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The interim financial statements are prepared in accordance with HKAS 34, using a historical cost basis (except for investment properties), consistent with 2024 annual report policies, with no significant impact from new accounting standards adoption - The interim financial statements are prepared in accordance with **HKAS 34** and have been reviewed by the Audit Committee[34](index=34&type=chunk)[42](index=42&type=chunk) - The statements are prepared on a **historical cost basis**, except for investment properties which are stated at fair value[35](index=35&type=chunk)[38](index=38&type=chunk) - The adoption of new/revised HKFRS accounting standards has had **no significant impact** on the results and financial position for the current and prior accounting periods[45](index=45&type=chunk)[45](index=45&type=chunk)[48](index=48&type=chunk) [Segment Information](index=18&type=section&id=Segment%20Information) The Group has identified only one operating segment under HKFRS 8, with revenue primarily from Mainland China and Hong Kong, where Hong Kong's revenue significantly increased in the first half of 2025 - The Group has only **one operating segment**, and no further segment information analysis is presented[49](index=49&type=chunk)[51](index=51&type=chunk) Revenue by Geographical Location (HKD thousand) | Region | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :----------- | :--------------- | :--------------- | :--------- | | Hong Kong | 11,963 | 800 | +1395.4% | | Mainland China | 2,530 | 5,168 | -51.0% | | **Total** | **14,493** | **5,968** | **+142.8%** | [Revenue, Other Income and Net Other Gains and Losses](index=20&type=section&id=Revenue%2C%20Other%20Income%20and%20Net%20Other%20Gains%20and%20Losses) Total revenue significantly increased in the first half of 2025, primarily due to settlement gains from non-performing loan assets and increased IT solution and consulting income; however, net other income and gains decreased due to early redemption gains from convertible bonds in the prior period Revenue Components (HKD thousand) | Revenue Source | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :------------------------------- | :--------------- | :--------------- | :--------- | | Interest income from customer loans | 3,193 | 5,168 | -38.2% | | Settlement gains from non-performing loan assets | 8,500 | 0 | N/A | | IT solution and consulting income | 2,800 | 800 | +250.0% | | **Total Revenue** | **14,493** | **5,968** | **+142.8%** | Other Income and Net Other Gains Components (HKD thousand) | Other Income and Net Other Gains | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :----------------------------- | :--------------- | :--------------- | :--------- | | Net exchange differences | (50) | (250) | -80.0% | | Bank interest income | 464 | 754 | -38.5% | | Gain on early redemption of convertible bonds | 0 | 3,099 | -100.0% | | Gain on early redemption of promissory notes | 166 | 91 | +82.4% | | Gain on disposal of subsidiaries and joint ventures | 417 | 0 | N/A | | **Total** | **1,064** | **3,820** | **-72.2%** | - Disposal of Tonghe Investment Limited, an indirect wholly-owned subsidiary, and its subsidiaries and joint ventures, generated a gain of approximately **HKD 417,000**[60](index=60&type=chunk) [Finance Costs](index=22&type=section&id=Finance%20Costs) Finance costs significantly decreased in the first half of 2025, primarily due to zero effective interest expense on convertible bonds and an increase in interest expense on promissory notes Finance Costs Components (HKD thousand) | Finance Cost Source | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :----------------------------------- | :--------------- | :--------------- | :--------- | | Effective interest expense on convertible bonds | 0 | 4,321 | -100.0% | | Effective interest expense on promissory notes | 3,128 | 269 | +1063.2% | | Effective interest expense on lease liabilities | 45 | 53 | -15.1% | | **Total** | **3,173** | **4,643** | **-31.7%** | [Profit/(Loss) Before Income Tax](index=23&type=section&id=Profit%2F%28Loss%29%20Before%20Income%20Tax) In the first half of 2025, the company achieved a profit before income tax, reversing the loss from the same period in 2024, despite an increase in staff costs Profit/(Loss) Before Income Tax Related Expenses (HKD thousand) | Expense Category | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :------------------------------------- | :--------------- | :--------------- | :--------- | | Staff costs (excluding directors' emoluments) | 7,582 | 6,313 | +20.1% | | Auditor's remuneration | 480 | 569 | -15.6% | | Cost of services | 1,566 | 0 | N/A | | Depreciation of property, plant and equipment | 157 | 125 | +25.6% | | Depreciation of right-of-use assets | 247 | 543 | -54.5% | | Short-term or low-value lease payments | 78 | 75 | +4.0% | [Income Tax Expense](index=24&type=section&id=Income%20Tax%20Expense) Income tax expense significantly increased in the first half of 2025, primarily due to a substantial rise in deferred tax expense and contributions from current tax and dividend withholding tax in Mainland China Income Tax Expense Components (HKD thousand) | Tax Category | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :----------------------------- | :--------------- | :--------------- | :--------- | | Mainland China current tax expense | 369 | 836 | -55.9% | | Dividend withholding tax | 547 | 1,629 | -66.4% | | Deferred tax expense | 15,397 | 918 | +1577.2% | | **Total Income Tax Expense** | **16,313** | **3,427** | **+376.0%** | - No provision for Hong Kong profits tax was made due to estimated tax losses available to offset taxable profits[69](index=69&type=chunk) - Mainland China subsidiaries are subject to a corporate income tax rate of **25%**, with some small-profit enterprises enjoying a preferential rate of **20%**[69](index=69&type=chunk)[70](index=70&type=chunk) - Dividends distributed from profits of foreign-invested enterprises in Mainland China are subject to a **10%** withholding income tax[71](index=71&type=chunk)[72](index=72&type=chunk) [Dividends](index=26&type=section&id=Dividends) The Board of Directors does not recommend the payment of any dividend for the first half of 2025 - No dividend was recommended for payment for the first half of 2025 or the corresponding period in 2024[73](index=73&type=chunk)[77](index=77&type=chunk) [Loss Per Share](index=26&type=section&id=Loss%20Per%20Share) Both basic and diluted loss per share narrowed in the first half of 2025, primarily due to a reduction in loss attributable to owners of the Company Loss Per Share Calculation Data | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :------------------------------------------------------------ | :--------------- | :--------------- | | Loss attributable to owners of the Company (HKD thousand) | (8,149) | (12,030) | | Weighted average number of ordinary shares for basic loss per share (thousand shares) | 93,841 | 40,733 | | Basic and diluted loss per share (HK cents) | (8.68) | (29.53) | - There were no potential dilutive ordinary shares in the first half of 2025, and convertible bonds had an anti-dilutive effect in the same period of 2024, thus basic and diluted loss per share were equal[76](index=76&type=chunk)[78](index=78&type=chunk) [Right-of-Use Assets](index=29&type=section&id=Right-of-Use%20Assets) The Group obtains right-of-use assets for office premises and staff quarters through lease arrangements, with no new additions in the first half of 2025 and a decrease in total lease cash outflows - No new right-of-use assets were added in the first half of 2025[85](index=85&type=chunk)[88](index=88&type=chunk) - Total cash outflow for leases in the first half of 2025 was approximately **HKD 244,000**, lower than **HKD 455,000** in the same period of 2024[85](index=85&type=chunk)[88](index=88&type=chunk) - As of June 30, 2025, the weighted average effective interest rate for lease liabilities was **3.55%** (December 31, 2024: **3.63%**)[86](index=86&type=chunk)[88](index=88&type=chunk) [Investment Properties](index=30&type=section&id=Investment%20Properties) The Group disposed of all investment properties in the first half of 2025, resulting in zero holdings Movements in Investment Properties (HKD thousand) | Indicator | January 1 to June 30, 2025 (Unaudited) | Year ended December 31, 2024 (Audited) | | :-------- | :------------------------------------- | :------------------------------------- | | Beginning of period | 2,043 | 2,269 | | Disposals | (2,043) | 0 | | End of period | 0 | 2,043 | - On February 27, 2025, the company disposed of a residential property in Beijing for a total consideration of approximately **HKD 2,043,000**, with no significant gain or loss on disposal recognized[91](index=91&type=chunk)[92](index=92&type=chunk) [Assets Acquired in Settlement of Debts](index=31&type=section&id=Assets%20Acquired%20in%20Settlement%20of%20Debts) The Group's assets acquired in settlement of debts primarily consist of real estate properties in Beijing, with their estimated market value slightly increasing in the first half of 2025 Carrying Value of Assets Acquired in Settlement of Debts (HKD thousand) | Asset Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :----------------------------------------- | :------------------------ | :------------------------ | | Repossessed properties - real estate properties in Beijing | 1,622 | 1,575 | - As of June 30, 2025, the estimated market value of assets acquired in settlement of debts was approximately **HKD 1,648,000** (December 31, 2024: approximately **HKD 1,592,000**)[94](index=94&type=chunk)[95](index=95&type=chunk) - The Group plans to dispose of these properties, acquired through court proceedings, within a reasonable timeframe, but not expected to be completed within 12 months from the end of the reporting period[94](index=94&type=chunk)[95](index=95&type=chunk) [Customer Loans](index=32&type=section&id=Customer%20Loans) As of June 30, 2025, both gross customer loans and loss provisions significantly decreased, leading to a slight increase in net customer loans; the Group uses an ECL model to assess credit risk, classifying loans by days past due Gross and Net Customer Loans (HKD thousand) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change (%) | | :------------------- | :------------------------ | :------------------------ | :--------- | | Gross customer loans | 101,115 | 153,890 | -34.3% | | Less: Loss allowance | (52,011) | (105,106) | -50.5% | | Net customer loans | 49,104 | 48,784 | +0.66% | [Credit Quality Analysis](index=33&type=section&id=Credit%20Quality%20Analysis) The credit quality of customer loans improved, with a significant decrease in the proportion of credit-impaired loans overdue by more than 90 days Customer Loan Credit Quality Analysis (HKD thousand) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change (%) | | :-------------------------------------- | :------------------------ | :------------------------ | :--------- | | Neither past due nor credit-impaired | 38,133 | 36,220 | +5.3% | | Past due but not credit-impaired (within 30 days) | 5,615 | 0 | N/A | | Past due but not credit-impaired (30-90 days) | 2,278 | 4,753 | -52.1% | | Past due and credit-impaired (>90 days) | 55,089 | 112,917 | -51.2% | | **Total** | **101,115** | **153,890** | **-34.3%** | - Management considers loans overdue by more than **90 days** as credit-impaired[101](index=101&type=chunk)[104](index=104&type=chunk) [Movements in Expected Credit Loss Provision for Customer Loans](index=35&type=section&id=Movements%20in%20Expected%20Credit%20Loss%20Provision%20for%20Customer%20Loans) In the first half of 2025, the expected credit loss provision for customer loans significantly decreased, primarily due to reversals and disposals Movements in Expected Credit Loss Provision for Customer Loans (HKD thousand) | Movement Item | January 1 to June 30, 2025 (Unaudited) | Year ended December 31, 2024 (Audited) | | :---------------------------- | :------------------------------------- | :------------------------------------- | | Beginning of period | 105,106 | 109,606 | | Charged/(credited) to profit or loss | (8,860) | 5,257 | | Disposals | (45,791) | (6,132) | | Exchange adjustments | 1,556 | (3,625) | | End of period | 52,011 | 105,106 | - As of June 30, 2025, the expected credit loss provision represented approximately **51.4%** of the gross carrying amount of customer loans (December 31, 2024: approximately **68.3%**), indicating a decrease in credit risk coverage[108](index=108&type=chunk)[110](index=110&type=chunk) [Amounts Due to Directors](index=37&type=section&id=Amounts%20Due%20to%20Directors) Amounts due to directors are unsecured, interest-free, and repayable on demand - Nature of amounts due to directors: **unsecured**, **interest-free**, and **repayable on demand**[113](index=113&type=chunk)[114](index=114&type=chunk) [Amounts Due to Shareholders](index=37&type=section&id=Amounts%20Due%20to%20Shareholders) Amounts due to shareholders are unsecured, interest-free, and repayable on demand - Nature of amounts due to shareholders: **unsecured**, **interest-free**, and **repayable on demand**[115](index=115&type=chunk) [Promissory Notes](index=37&type=section&id=Promissory%20Notes) In the first half of 2025, both the carrying amount and face value of promissory notes decreased, as the company early redeemed some promissory notes through cash settlement Movements in Promissory Notes (HKD thousand) | Movement Item | January 1 to June 30, 2025 (Unaudited) | Year ended December 31, 2024 (Audited) | | :----------------------------- | :------------------------------------- | :------------------------------------- | | Carrying amount at beginning of period | 73,804 | 13,660 | | Effective interest expense | 3,128 | 2,919 | | Early redemption | (4,226) | (8,507) | | Carrying amount at end of period | 72,367 | 73,804 | | Face value at end of period | 68,325 | 72,385 | - On March 26, 2025, the company early redeemed promissory notes with an aggregate principal amount of **HKD 4,060,000**, recognizing a gain of approximately **HKD 166,000**[119](index=119&type=chunk)[120](index=120&type=chunk) - After the redemption, the remaining outstanding principal amount of promissory notes was approximately **HKD 59,605,000**[119](index=119&type=chunk)[120](index=120&type=chunk) [Share Capital](index=39&type=section&id=Share%20Capital) As of June 30, 2025, the company's issued share capital remained stable, following the issuance of new shares through a placement in 2024 Issued Share Capital (thousand shares/HKD thousand) | Indicator | Number of Shares (thousand shares) | Amount (HKD thousand) | | :-------------------------------------- | :------------------------------- | :-------------------- | | Issued and fully paid as at January 1, 2024 | 78,201 | 782 | | New shares issued on placement | 15,640 | 156 | | Issued and fully paid as at June 30, 2025 | 93,841 | 938 | - On February 28, 2024, the company issued **15,640,000** new ordinary shares through a placement, raising gross proceeds of approximately **HKD 7,820,000**, with net proceeds of approximately **HKD 7,511,000** credited to the share premium account[122](index=122&type=chunk)[124](index=124&type=chunk) [Related Party Transactions](index=40&type=section&id=Related%20Party%20Transactions) The Group engaged in lease payments and customer loan disposal transactions with related parties - Lease payments of approximately **HKD 118,000** were made to non-controlling interests of a non-wholly owned subsidiary in the first half of 2025[123](index=123&type=chunk)[125](index=125&type=chunk) - Customer loans were disposed of to a registered shareholder of a subsidiary for a consideration of approximately **HKD 1,027,000** in the first half of 2025[126](index=126&type=chunk)[128](index=128&type=chunk) [Events After the Reporting Period](index=41&type=section&id=Events%20After%20the%20Reporting%20Period) After the reporting period, Beijing Zhicheng Zhuoshi Management Consulting Services Co., Ltd. completed its deregistration - Beijing Zhicheng Zhuoshi Management Consulting Services Co., Ltd. completed its deregistration on **July 31, 2025**[127](index=127&type=chunk)[129](index=129&type=chunk) [Management Discussion and Analysis](index=42&type=section&id=Management%20Discussion%20and%20Analysis) This section presents management's discussion and analysis of the Group's business, financial performance, outlook, and resources [Business and Financial Review](index=42&type=section&id=Business%20and%20Financial%20Review) In the first half of 2025, the Group's total revenue significantly increased, driven by settlement gains from non-performing loan assets and expansion of IT solution services; loss for the period narrowed, but income tax expense substantially rose - The Group primarily engages in **short-term financing services** and **IT solutions and consulting services** for the financial industry[130](index=130&type=chunk)[133](index=133&type=chunk) - Total revenue increased by **142.8%** year-on-year to approximately **HKD 14,493,000**, mainly due to settlement gains from non-performing loan assets in Hong Kong's short-term financing services and expansion of IT solution services[131](index=131&type=chunk)[133](index=133&type=chunk) - Net other income and gains decreased by **72.2%** year-on-year to approximately **HKD 1,064,000**, primarily due to gains from early redemption of convertible bonds in the same period of 2024[132](index=132&type=chunk)[134](index=134&type=chunk) - Administrative and other expenses slightly increased by **3.2%** to approximately **HKD 12,862,000**, mainly due to higher staff costs[136](index=136&type=chunk)[139](index=139&type=chunk) - Expected credit loss provision for customer loans saw a reversal of approximately **HKD 8,860,000**, compared to a provision of **HKD 2,460,000** in the same period of 2024, primarily due to a decrease in gross customer loan balances[137](index=137&type=chunk)[139](index=139&type=chunk) - Finance costs decreased by **31.7%** year-on-year to approximately **HKD 3,173,000**, mainly due to a reduction in overall debt, including early redemption of convertible bonds and promissory notes[138](index=138&type=chunk)[139](index=139&type=chunk) - Income tax expense significantly increased by **376.0%** to approximately **HKD 16,313,000**, primarily due to the reversal of temporary differences related to expected credit loss provisions arising from the disposal of customer loans[140](index=140&type=chunk)[143](index=143&type=chunk) - Loss attributable to owners of the Company narrowed by **32.2%** to approximately **HKD 8,149,000**[141](index=141&type=chunk)[143](index=143&type=chunk) [Outlook](index=44&type=section&id=Outlook) Facing challenges of stable Chinese economic operation but intensified competition in short-term financing, the Group plans to enhance competitiveness through digital transformation, AI intelligent service platform development, and IT solution expansion, while actively seeking new business opportunities - Mainland China's economy is generally stable, but competition in the short-term financing sector is intensifying, making the pawn and micro-loan environment increasingly challenging[142](index=142&type=chunk)[144](index=144&type=chunk) - The Group plans to leverage IT technologies such as blockchain, AI, and large models to drive digital transformation, exploring innovative applications of **Real World Assets (RWA)** in digital finance[145](index=145&type=chunk)[146](index=146&type=chunk) - Self-developed **AI intelligent service platform** will cover application scenarios such as intelligent data processing, intelligent risk control, intelligent settlement, and intelligent customer service[145](index=145&type=chunk)[146](index=146&type=chunk) - Integrate IT technical solutions into traditional short-term financing services, and leverage short-term financing services and intelligent service platform development to upgrade and expand business scope[145](index=145&type=chunk)[146](index=146&type=chunk) - The goal is to enhance service capabilities and market competitiveness, translating operational efficiency and competitive advantages into revenue growth and strengthening the company's valuation potential[145](index=145&type=chunk)[146](index=146&type=chunk) - While focusing on existing short-term financing businesses, the Group will actively seek new business opportunities in Mainland China and/or Hong Kong to diversify revenue streams[147](index=147&type=chunk)[151](index=151&type=chunk) [Material Investments, Acquisitions and Disposals](index=46&type=section&id=Material%20Investments%2C%20Acquisitions%20and%20Disposals) Other than as disclosed in this report, the Group did not undertake any other material investments, acquisitions, or disposals during the reporting period - During the interim period, the Group did not undertake any other material investments, acquisitions, or disposals of subsidiaries or associates[148](index=148&type=chunk)[152](index=152&type=chunk) [Future Plans for Material Investments and Capital Assets](index=46&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) Other than as disclosed in this report, the Group currently has no definite plans for material investments or capital assets - The Group currently has no definite intentions or specific plans for any material investments or capital assets[149](index=149&type=chunk)[153](index=153&type=chunk) [Liquidity and Financial Resources](index=46&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's cash and cash equivalents increased, but both the gearing ratio and debt ratio rose; future funding needs will be met through internal cash flow and external financing Liquidity and Financial Resources Key Data (HKD thousand) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change | | :--------------------- | :------------------------ | :------------------------ | :----- | | Total other debts | 72,367 | 73,804 | -1.9% | | Cash and cash equivalents | 84,502 | 72,243 | +16.9% | | Gearing ratio | 2.2 | 1.9 | +0.3 | | Debt ratio | 0.55 | 0.54 | +0.01 | - The Group will fund its future cash flow requirements through internal cash flows generated from operations and external fundraising activities in the capital market[155](index=155&type=chunk)[158](index=158&type=chunk) - To adjust its capital structure, the Group may adjust dividends, issue new shares, or dispose of assets to reduce debt[157](index=157&type=chunk)[158](index=158&type=chunk) [Capital Structure](index=48&type=section&id=Capital%20Structure) The Group had no bank borrowings during the reporting period, with promissory notes being the primary form of debt, some of which were early redeemed - As of June 30, 2025, and December 31, 2024, the Group had **no outstanding bank borrowings**[159](index=159&type=chunk)[161](index=161&type=chunk) - Promissory notes are the primary form of debt, with an aggregate principal amount of **HKD 4,060,000** of promissory notes early redeemed through cash settlement in the first half of 2025[160](index=160&type=chunk)[162](index=162&type=chunk)[167](index=167&type=chunk)[169](index=169&type=chunk) Outstanding Principal Amount of Promissory Notes (HKD) | Issue Date | Annual Interest Rate | Principal Repayment Due Date | Principal Amount as at January 1, 2025 | Principal Amount Redeemed | Outstanding Principal Amount as at June 30, 2025 | | :------------- | :------------------- | :--------------------------- | :------------------------------------- | :------------------------ | :----------------------------------------------- | | August 5, 2024 | 8% | August 4, 2026 | 6,720,000 | – | 6,720,000 | | August 5, 2024 | 8% | December 31, 2025 | 63,664,650 | (4,060,000) | 59,604,650 | | December 23, 2024 | 7% | December 23, 2025 | 2,000,000 | – | 2,000,000 | [Fund Raising Activities](index=50&type=section&id=Fund%20Raising%20Activities) The Group did not undertake any fundraising activities in the first half of 2025, and funds raised through new share placement in 2024 were fully utilized - No fundraising activities were undertaken in the first half of 2025[170](index=170&type=chunk)[171](index=171&type=chunk) - Net proceeds of approximately **HKD 7,511,000** raised from the placement of **15,640,000** ordinary shares on February 28, 2024, were fully utilized by the year ended December 31, 2024[168](index=168&type=chunk)[170](index=170&type=chunk) [Foreign Exchange Risk](index=51&type=section&id=Foreign%20Exchange%20Risk) The Group's foreign exchange risk is minimal, as most business transactions are denominated in RMB; currently, there is no hedging policy, but it will be closely monitored, and hedging instruments considered in the future - The Group's foreign exchange risk is **minimal**, as most business transactions, assets, and liabilities are denominated in their respective functional currencies, such as RMB[172](index=172&type=chunk)[175](index=175&type=chunk) - RMB is not freely convertible and is subject to foreign exchange controls by the Mainland Chinese government[173](index=173&type=chunk)[175](index=175&type=chunk) - Currently, there is **no foreign exchange hedging policy**, but it will be closely monitored, and hedging instruments will be considered when appropriate[173](index=173&type=chunk)[175](index=175&type=chunk) [Pledge of Group Assets](index=52&type=section&id=Pledge%20of%20Group%20Assets) As of June 30, 2025, and December 31, 2024, the Group had no pledge of any assets - The Group had **no pledge of any assets** at the end of the reporting period or the previous year-end[176](index=176&type=chunk)[179](index=179&type=chunk) [Employees Information and Remuneration Policy](index=52&type=section&id=Employees%20Information%20and%20Remuneration%20Policy) As of June 30, 2025, the Group's employee headcount increased, with competitive remuneration and benefits, and discretionary year-end bonuses based on performance - As of June 30, 2025, the Group employed a total of **46 staff** (December 31, 2024: **39 staff**)[177](index=177&type=chunk)[180](index=180&type=chunk) - Staff remuneration and benefits are maintained at a **competitive level**, with discretionary year-end bonuses based on performance[177](index=177&type=chunk)[180](index=180&type=chunk) - Staff costs (excluding directors' emoluments) for the first half of 2025 were approximately **HKD 7,582,000** (same period in 2024: approximately **HKD 6,313,000**)[177](index=177&type=chunk)[180](index=180&type=chunk) [Other Information](index=53&type=section&id=Other%20Information) This section provides various other disclosures, including contingent liabilities, directors' and substantial shareholders' interests, and corporate governance [Contingent Liabilities](index=53&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no material contingent liabilities - The Group had **no material contingent liabilities** at the end of the reporting period or the previous year-end[182](index=182&type=chunk)[185](index=185&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation](index=53&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20any%20Associated%20Corporation) As of June 30, 2025, no directors or chief executives of the company held any disclosable interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations - As of June 30, 2025, no directors or chief executives had any interests or short positions in the shares, underlying shares, and debentures of the company or its associated corporations required to be disclosed under the **SFO**[184](index=184&type=chunk)[187](index=187&type=chunk) [Rights to Acquire Shares or Debentures by Directors](index=54&type=section&id=Rights%20to%20Acquire%20Shares%20or%20Debentures%20by%20Directors) During the reporting period, neither the company nor its subsidiaries were involved in any arrangements enabling directors or chief executives to acquire benefits through the acquisition of company shares or debt securities - During the interim period, no directors, their spouses, or minor children had any rights to subscribe for securities of the company, nor did they exercise any such rights[188](index=188&type=chunk)[190](index=190&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares](index=54&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, Mr. Ye Zhiqian and his wholly-owned company, Hengxin Zhitou Technology (Hong Kong) Limited, held a **28.35%** long position in the company's issued share capital Substantial Shareholders' Shareholding (As of June 30, 2025) | Name of Substantial Shareholder | Nature of Interest/Capacity | Number of Ordinary Shares Held | Percentage of Company's Issued Shares | | :------------------------------ | :-------------------------- | :----------------------------- | :------------------------------------ | | Mr. Ye Zhiqian | Interest in controlled corporation | 26,600,000 | 28.35% | | Hengxin Zhitou Technology (Hong Kong) Limited | Beneficial owner | 26,600,000 | 28.35% | - Mr. Ye Zhiqian is deemed to be interested in the shares held by Hengxin Zhitou Technology (Hong Kong) Limited[194](index=194&type=chunk) [Share Option Scheme](index=56&type=section&id=Share%20Option%20Scheme) The company's share option scheme was adopted on June 18, 2024, to incentivize eligible participants; as of June 30, 2025, no share options were granted, vested, lapsed, cancelled, or exercised - The share option scheme was adopted on **June 18, 2024**, with a **ten-year validity period**, aiming to incentivize eligible participants[196](index=196&type=chunk)[199](index=199&type=chunk) - Eligible participants include directors, non-executive officers, Group employees, associated entity participants, and service providers[197](index=197&type=chunk)[199](index=199&type=chunk) - As of June 30, 2025, there were **no outstanding share options** or unvested awards, nor were any share options granted, vested, lapsed, cancelled, or exercised[200](index=200&type=chunk)[203](index=203&type=chunk) - As of June 30, 2025, the total number of share options that could be granted under the scheme mandate limit was **9,384,146 shares**[201](index=201&type=chunk)[203](index=203&type=chunk) [Compliance with the Standard of Conduct for Securities Transactions by Directors](index=57&type=section&id=Compliance%20with%20the%20Standard%20of%20Conduct%20for%20Securities%20Transactions%20by%20Directors) The company has adopted a code of conduct for directors' securities transactions no less exacting than required by the GEM Listing Rules, and all directors confirmed compliance during the interim period - The company has adopted a code of conduct for directors' securities transactions no less exacting than required by the **GEM Listing Rules**[202](index=202&type=chunk)[204](index=204&type=chunk) - All directors confirmed compliance with the said code during the interim period[202](index=202&type=chunk)[204](index=204&type=chunk) [Changes in Directors' Information](index=58&type=section&id=Changes%20in%20Directors'%20Information) After the reporting period, several changes occurred in the company's board of directors, including the resignation of an independent non-executive director, appointment of an executive director and chairman, and appointment of a chief executive officer - Mr. Chan Yik Wah resigned as an independent non-executive director on **April 1, 2025**[206](index=206&type=chunk) - Mr. Tsang Chi Wan was appointed as an executive director on **April 14, 2025**, and as Chairman on **June 6, 2025**, with his director's emoluments adjusted from **June 7, 2025**[206](index=206&type=chunk) - Mr. Li Wei was appointed as an independent non-executive director on **April 14, 2025**[206](index=206&type=chunk) - Mr. Zhang Wei and Ms. Zhang Yanwen resigned as executive director and independent non-executive director on **June 6, 2025**[207](index=207&type=chunk) - Ms. Qiu Mengru was appointed as an executive director and Chief Executive Officer on **June 6, 2025**[207](index=207&type=chunk) - Mr. Tang Wai Yau and Mr. Wu Chennan were appointed as independent non-executive directors on **June 6, 2025**[207](index=207&type=chunk) [Interests in Competing Business](index=60&type=section&id=Interests%20in%20Competing%20Business) During the reporting period, no directors, controlling shareholders, or substantial shareholders and their close associates engaged in businesses competing with the Group's operations - During the interim period, no directors, controlling shareholders, or substantial shareholders and their close associates engaged in businesses competing with the Group's operations[208](index=208&type=chunk)[212](index=212&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=60&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the interim period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[209](index=209&type=chunk)[213](index=213&type=chunk) [Corporate Governance Practices](index=60&type=section&id=Corporate%20Governance%20Practices) The company is committed to enhancing corporate governance and complied with all code provisions of Appendix C1 to the GEM Listing Rules on Corporate Governance Code during the interim period - The company has complied with all code provisions of Appendix C1 to the **GEM Listing Rules** on Corporate Governance Code[210](index=210&type=chunk)[214](index=214&type=chunk) [Interim Dividend](index=60&type=section&id=Interim%20Dividend) The Board of Directors does not recommend the payment of an interim dividend for the first half of 2025 - The Board of Directors does not recommend the payment of an interim dividend for the six months ended **June 30, 2025**[211](index=211&type=chunk)[215](index=215&type=chunk) [Audit Committee](index=61&type=section&id=Audit%20Committee) The Audit Committee reviewed the Group's unaudited condensed consolidated financial statements for the first half of 2025, deeming them compliant with applicable accounting standards, GEM Listing Rules, and other legal requirements, with adequate disclosure - The Audit Committee has reviewed the interim financial statements and considers them to be in compliance with applicable accounting standards, the **GEM Listing Rules**, and other legal requirements, with adequate disclosure[216](index=216&type=chunk)[219](index=219&type=chunk)