[Company Information and Declarations](index=1&type=section&id=Company%20Information%20and%20Declarations) [Cover and GEM Characteristics Statement](index=1&type=section&id=Cover%20and%20GEM%20Characteristics%20Statement) This report presents the interim results of Kingworld Group Holdings Limited (formerly Light Vision Holdings Limited) for the six months ended June 30, 2025, highlighting GEM market characteristics and the Board's responsibility for the announcement's content - Company name: Kingworld Group Holdings Limited (formerly Light Vision Holdings Limited)[1](index=1&type=chunk) - Company stock code: **8082**, incorporated in the Cayman Islands and continued in Bermuda as a limited company[1](index=1&type=chunk) - The GEM market is positioned to provide a listing platform for small and medium-sized companies with higher investment risks compared to other companies listed on the Stock Exchange[2](index=2&type=chunk) - All company directors jointly and individually assume full responsibility for this announcement, confirming the information is accurate, complete, and free from misleading or fraudulent content[2](index=2&type=chunk) [Financial Statements](index=2&type=section&id=Financial%20Statements) [Unaudited Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the Group's revenue significantly decreased by **33.18%**, gross profit sharply declined by **98.29%**, leading to a **239.52%** increase in loss for the period, with basic loss per share rising to **1.16 HK Cents** Key Data from Condensed Consolidated Statement of Profit or Loss | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 71,630 | 107,206 | | Cost of sales | (70,891) | (64,021) | | Gross profit | 739 | 43,185 | | Other income and gains | 983 | 1,100 | | Selling, marketing and distribution expenses | (791) | (3,038) | | General and administrative expenses | (26,167) | (36,474) | | Other expenses, net | (2,295) | (10,527) | | Finance costs | (1,656) | (2,300) | | Loss before tax | (29,192) | (8,018) | | Income tax expense | – | (580) | | Loss for the period | (29,192) | (8,598) | | Loss per share attributable to owners of the Company (HK Cents) – Basic and diluted | (1.16) | (0.31) | [Unaudited Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) Total comprehensive loss for the period significantly expanded year-on-year, primarily due to increased loss for the period, partially offset by a positive exchange difference from translating foreign operations Key Data from Condensed Consolidated Statement of Comprehensive Income | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Loss for the period | (29,192) | (8,598) | | Exchange difference arising from translation of foreign operations | 630 | (469) | | Total comprehensive loss for the period | (28,562) | (9,067) | | Attributable to owners of the Company | (28,458) | (7,406) | | Non-controlling interests | (104) | (1,661) | [Unaudited Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's financial position deteriorated, with net current assets turning into net current liabilities and total equity shifting from surplus to deficit, mainly due to reduced intangible and non-current assets and a significant increase in current liabilities Key Data from Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Property, plant and equipment | 384 | 387 | | Right-of-use assets | 455 | 823 | | Intangible assets | 606 | 2,286 | | Total non-current assets | 2,699 | 4,796 | | Total current assets | 141,675 | 118,753 | | Total current liabilities | 158,832 | 109,302 | | Net current (liabilities) / assets | (17,157) | 9,451 | | Total assets less current liabilities | (14,458) | 14,247 | | Total (deficit) / equity | (14,480) | 14,082 | [Unaudited Condensed Consolidated Statement of Changes in Equity](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of June 30, 2025, equity attributable to owners of the Company shifted from surplus to deficit, primarily due to a substantial loss for the period, partially offset by an increase in the exchange fluctuation reserve Key Data from Condensed Consolidated Statement of Changes in Equity | Metric | June 30, 2025 (HK$ Thousand) | January 1, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Share capital | 62,900 | 52,400 | | Share premium | 449,962 | 445,446 | | Exchange fluctuation reserve | 92 | (1,419) | | Accumulated losses | (561,509) | (516,884) | | Total attributable to owners of the Company | (10,170) | 29,013 | | Total equity | (14,480) | 31,405 | - Loss for the period resulted in a **HK$29,088 thousand** decrease in equity attributable to owners of the Company[6](index=6&type=chunk) - Exchange difference arising from translation of foreign operations was a positive **HK$630 thousand**, positively impacting equity[6](index=6&type=chunk) [Notes to the Financial Statements](index=6&type=section&id=Notes%20to%20the%20Financial%20Statements) [Note 1 Basis of Preparation and Changes in Accounting Policies and Disclosures](index=6&type=section&id=Note%201%20Basis%20of%20Preparation%20and%20Changes%20in%20Accounting%20Policies%20and%20Disclosures) These interim financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules Chapter 18, with accounting policies consistent with the 2024 annual report and no significant impact from new or revised standards - The unaudited condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants and Chapter 18 of the GEM Listing Rules[7](index=7&type=chunk) - The accounting policies and methods of computation used in preparing these unaudited condensed consolidated financial statements are consistent with those used in the 2024 annual report[7](index=7&type=chunk) - New and revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective have no significant impact on these unaudited condensed consolidated financial statements[9](index=9&type=chunk) [Note 2 Operating Segment Information](index=6&type=section&id=Note%202%20Operating%20Segment%20Information) During the period, the Group's operating segments changed from two (media and entertainment, cremation and funeral services) to a single media and entertainment segment, as the cremation and funeral business was disposed of in August 2024 - During the period under review, the Group operated in a single business unit: media and entertainment[10](index=10&type=chunk) - Last year, the Group's business was divided into two operating units based on its products and services: the media and entertainment segment and the cremation and funeral services segment[10](index=10&type=chunk)[11](index=11&type=chunk) Segment Results and Other Segment Items (Six Months Ended June 30, 2025) | Metric | Media and Entertainment (HK$ Thousand) | Total (HK$ Thousand) | | :--- | :--- | :--- | | Segment revenue: Sales to external customers | (71,630) | (71,630) | | Segment results | (22,522) | (22,522) | | Loss before tax | | (29,192) | | Total assets | | 144,374 | | Total liabilities | | (158,854) | Segment Results and Other Segment Items (Six Months Ended June 30, 2024) | Metric | Media and Entertainment (HK$ Thousand) | Cremation and Funeral Services (HK$ Thousand) | Total (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Segment revenue: Sales to external customers | 98,254 | 8,952 | 107,206 | | Segment results | 6,801 | (7,429) | (628) | | Loss before tax | | | (8,018) | | Total assets | | | 181,047 | | Total liabilities | | | (143,625) | [Note 2(b) Revenue](index=9&type=section&id=Note%202%28b%29%20Revenue) Total revenue for the period decreased by **33.18%** year-on-year, primarily due to reduced income from concerts and other entertainment activities, and zero revenue from cremation and funeral services due to business disposal Revenue from Contracts with Customers and Other Sources | Source of Revenue | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Provision of cremation and funeral services and sales of related goods | – | 5,254 | | Revenue from concerts and other entertainment activities and sales of related goods | 67,954 | 78,822 | | Revenue from artist management and performance services | 1,674 | 3,585 | | **Subtotal of revenue from contracts with customers** | **69,628** | **87,661** | | Provision of cremation services (government grants) | – | 3,698 | | Net gain from investment in concerts, other entertainment activities, film and television drama production projects | 2,002 | 15,847 | | **Subtotal of other sources of revenue** | **2,002** | **19,545** | | **Total revenue** | **71,630** | **107,206** | [Note 3 Other Income and Gains](index=9&type=section&id=Note%203%20Other%20Income%20and%20Gains) Other income and gains for the period decreased by **10.64%** year-on-year, mainly due to the absence of government grants, though other income increased Analysis of Other Income and Gains | Source of Revenue | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Government grants | – | 381 | | Others | 983 | 719 | | **Total** | **983** | **1,100** | [Note 4 Income Tax Expense](index=10&type=section&id=Note%204%20Income%20Tax%20Expense) During the period, the Group generated no assessable profits in Hong Kong, thus no provision for Hong Kong profits tax was made, and there were no significant unprovided deferred taxes - The Group did not generate any assessable profits in Hong Kong during the period, and therefore no provision for Hong Kong profits tax was made for the period[17](index=17&type=chunk) - The Group had no significant unprovided deferred taxes for each reporting period[18](index=18&type=chunk) [Note 5 Dividends](index=10&type=section&id=Note%205%20Dividends) The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 - The Directors do not recommend the payment of a dividend or the transfer of any amount to reserves for the six months ended June 30, 2025[19](index=19&type=chunk) [Note 6 Loss Per Share Attributable to Owners of the Company](index=10&type=section&id=Note%206%20Loss%20Per%20Share%20Attributable%20to%20Owners%20of%20the%20Company) Basic loss per share attributable to owners of the Company significantly increased this period, with no diluted adjustment made due to the anti-dilutive effect of unexercised share options Loss Per Share Attributable to Owners of the Company | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$ Thousand) | (29,088) | (7,030) | | Weighted average number of ordinary shares in issue (in thousands) | 2,516,015 | 2,266,381 | | Loss per share (HK Cents) – Basic and diluted | (1.16) | (0.31) | - No diluted adjustment was made to the basic loss per share amount presented for the period as the unexercised share options had an anti-dilutive effect on the basic loss per share amount presented[22](index=22&type=chunk) [Note 7 Loss Before Tax](index=11&type=section&id=Note%207%20Loss%20Before%20Tax) Loss before tax was primarily impacted by employee benefit expenses, depreciation of property, plant and equipment, right-of-use assets, and amortization of intangible assets, with employee benefit expenses significantly decreasing year-on-year Items Deducted in Arriving at Loss Before Tax | Expense Item | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Cost of inventories recognized as an expense | – | 37 | | Employee benefit expenses | 12,288 | 22,865 | | Depreciation of property, plant and equipment | 324 | 1,471 | | Depreciation of right-of-use assets | 223 | 276 | | Amortisation of intangible assets | 111 | 264 | [Note 8 Trade Receivables](index=11&type=section&id=Note%208%20Trade%20Receivables) As of June 30, 2025, the carrying amount of trade receivables significantly increased by **92.76%** year-on-year, primarily concentrated within 30 days, reflecting the credit period characteristics of the media and entertainment business Ageing Analysis of Trade Receivables | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade receivables | 27,532 | 17,745 | | Provision for loss allowance | (7,472) | (7,338) | | **Carrying amount** | **20,060** | **10,407** | | **Ageing analysis (net of loss allowance):** | | | | Within 30 days | 15,041 | 4,146 | | 31 to 60 days | 1,401 | 896 | | 61 to 90 days | 251 | 1,706 | | Over 90 days | 3,367 | 3,659 | - The Group's credit period for sales to customers in the cremation and funeral business is generally **30 days**, while for the media and entertainment business, it is generally **30 to 60 days**[23](index=23&type=chunk) [Note 9 Prepayments, Deposits and Other Receivables](index=12&type=section&id=Note%209%20Prepayments%2C%20Deposits%20and%20Other%20Receivables) As of June 30, 2025, the total amount of prepayments, deposits, and other receivables significantly increased, primarily driven by a substantial rise in other receivables Prepayments, Deposits and Other Receivables | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Prepayments | 15,559 | 15,608 | | Deposits | 279 | 361 | | Other receivables | 33,436 | 21,220 | | **Subtotal** | **49,274** | **37,189** | | Impairment allowance | (13,344) | (13,239) | | **Total** | **35,930** | **23,950** | [Note 10 Trade Payables, Other Payables, Accrued Expenses and Other Financial Liabilities](index=13&type=section&id=Note%2010%20Trade%20Payables%2C%20Other%20Payables%2C%20Accrued%20Expenses%20and%20Other%20Financial%20Liabilities) As of June 30, 2025, total trade payables, other payables, accrued expenses, and other financial liabilities significantly increased, driven by growth in other payables and financial liabilities at fair value through profit or loss Trade Payables, Other Payables, Accrued Expenses and Other Financial Liabilities | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade payables | 2,984 | 2,698 | | Contract liabilities | 1,120 | 674 | | Other payables and accrued expenses | 46,987 | 38,636 | | Financial liabilities at fair value through profit or loss | 34,021 | 23,325 | | **Total** | **85,112** | **65,333** | Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 30 days | 655 | 529 | | 31 to 60 days | 320 | – | | 61 to 90 days | – | – | | Over 90 days | 2,009 | 2,169 | [Note 11 Issued Share Capital](index=14&type=section&id=Note%2011%20Issued%20Share%20Capital) As of June 30, 2025, the Company's issued share capital remained at **HK$62,900 thousand**, consistent with December 31, 2024, with an authorized share capital of **HK$80,000 thousand** Authorised and Issued Share Capital | Metric | Number of shares (in thousands) | Authorised share capital (HK$ Thousand) | | :--- | :--- | :--- | | Authorised: Ordinary shares of HK$0.025 each at January 1, 2024, December 31, 2024 and June 30, 2025 | 3,200,000 | 80,000 | | **Issued and fully paid:** | | | | Ordinary shares of HK$0.025 each at January 1, 2024 | 2,096,016 | 52,400 | | Issue of shares (Note (a)) | 419,000 | 10,475 | | Exercise of share options (Note (b)) | 1,000 | 25 | | At December 31, 2024, January 1, 2025 and June 30, 2025 | 2,516,016 | 62,900 | - On April 22, 2024, the Company entered into a subscription agreement with Qingyang Development Limited to subscribe for **419,000,000** ordinary shares at **HK$0.036** per share[26](index=26&type=chunk) - On October 24, 2024, the Company issued **1,000,000** ordinary shares due to the exercise of share options by a director[26](index=26&type=chunk) [Note 12 Related Party Transactions](index=15&type=section&id=Note%2012%20Related%20Party%20Transactions) During the period, the Group engaged in transactions with related parties, including rent payments, finance costs, and directors' emoluments, all conducted on agreed terms in the ordinary course of business Related Party Transactions | Type of Transaction | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Rent paid/payable | 503 | 503 | | Finance costs | 5 | 118 | | Emoluments of the Group's directors: Short-term employee benefits | 1,379 | 1,260 | | Emoluments of the Group's directors: Pension scheme contributions | 18 | 18 | | **Total directors' emoluments** | **1,397** | **1,278** | - Finance costs arose from unsecured loans from a director at annual interest rates of **8%** and **3%**, which were repaid during the review period[29](index=29&type=chunk) [Management Discussion and Analysis](index=16&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Review](index=16&type=section&id=Financial%20Review) During the period, the Group's revenue and gross profit significantly declined, leading to a substantial increase in loss, primarily due to underperforming concerts and reduced expenses from fewer business units - Total revenue was approximately **HK$71,630,000**, a **33.18%** decrease compared to the same period last year[30](index=30&type=chunk) - Overall gross profit was **HK$739,000**, a **98.29%** decrease compared to the same period last year, mainly due to underperforming concerts organized or invested in by the Group during the review period[30](index=30&type=chunk) - Selling, marketing and distribution expenses decreased by **73.96%** to approximately **HK$791,000**[31](index=31&type=chunk) - General and administrative expenses decreased by **28.26%** to approximately **HK$26,167,000**, primarily due to only one business unit being recorded during the period[32](index=32&type=chunk) - Loss for the period was approximately **HK$29,192,000** (compared to a loss of approximately **HK$8,598,000** in the same period last year)[34](index=34&type=chunk) [Business Review](index=17&type=section&id=Business%20Review) Revenue from the media and entertainment segment significantly decreased due to poor concert market performance, while the cremation and funeral business, sold in August 2024, generated no related income this period - The media and entertainment segment recorded revenue of approximately **HK$71,630,000**, a **27.1%** decrease compared to the same period last year, mainly due to the unsatisfactory market performance of concerts invested in or organized by the Group[35](index=35&type=chunk) - No revenue was generated from the cremation and funeral business as it was disposed of in August 2024[36](index=36&type=chunk) [Prospects](index=17&type=section&id=Prospects) Despite financial and political concerns, the Group will focus on its media and entertainment business, actively participate in major performance projects, and anticipate growth opportunities from economic stimulus policies and new venues like Kai Tak Sports Park - The Group is engaged in the media and entertainment business, with core operations including organizing concerts, exhibitions, and live entertainment events[37](index=37&type=chunk) - Ongoing financial and political concerns continued to affect the regional economic outlook during the year, leading to a soft consumer sentiment[37](index=37&type=chunk) - The Group participated in several large-scale cross-border performance projects, including concerts by Taeyeon, Ian Chan, and Fish Leong[37](index=37&type=chunk) - Multiple policies to stimulate economic growth and boost domestic demand, coupled with the opening of Kai Tak Sports Park, are expected to attract international superstars to hold concerts in Hong Kong[37](index=37&type=chunk) [Liquidity and Financial Resources](index=18&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's cash and bank balances increased, but net current assets turned into net current liabilities of **HK$17,157,000**, and the current ratio decreased to **0.89** times, indicating liquidity pressure - Cash and bank balances were approximately **HK$49,613,000** (December 31, 2024: **HK$43,273,000**)[38](index=38&type=chunk) - The Group's total assets were **HK$144,374,000** (December 31, 2024: **HK$123,549,000**)[38](index=38&type=chunk) - Net current liabilities were **HK$17,157,000** (December 31, 2024: net current assets of **HK$9,451,000**)[38](index=38&type=chunk) - The current ratio (i.e., current assets divided by current liabilities) was **0.89** times (December 31, 2024: **1.09** times)[38](index=38&type=chunk) [Currency Risk](index=18&type=section&id=Currency%20Risk) The Group's overseas business investments face foreign currency translation risk, but currently, there is no hedging policy; overall foreign exchange risk is not significant as most assets are denominated in functional currencies - The Group has certain overseas business investments whose net assets are exposed to foreign currency translation risk[39](index=39&type=chunk) - The Group currently has no foreign currency policy to hedge the currency risk arising from the net assets of its overseas operations[39](index=39&type=chunk) - As most of the Group's assets are denominated in their functional currencies of HKD, RMB, or TWD, the Group does not have significant foreign exchange risk[39](index=39&type=chunk) [Employees and Remuneration Policies](index=18&type=section&id=Employees%20and%20Remuneration%20Policies) As of June 30, 2025, both the number of employees and total staff costs of the Group decreased, with remuneration policies remaining consistent with the previous year's annual report - The Group employed **59** employees (including directors), a decrease from **94** in the same period last year[40](index=40&type=chunk) - Total staff costs (including directors' emoluments) were approximately **HK$12,288,000**, a significant decrease from **HK$22,865,000** in the same period last year[40](index=40&type=chunk) - The Group's employment and remuneration policies are the same as those detailed in the 2024 annual report[40](index=40&type=chunk) [Pledged Assets and Contingent Liabilities of the Group](index=18&type=section&id=Pledged%20Assets%20and%20Contingent%20Liabilities%20of%20the%20Group) As of June 30, 2025, the Group had no pledged assets or any significant contingent liabilities - As at June 30, 2025, the Group had no pledged assets or any significant contingent liabilities[41](index=41&type=chunk) [Other Information](index=19&type=section&id=Other%20Information) [Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares of the Company](index=19&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of June 30, 2025, several directors held long positions in the Company's shares and underlying shares, with Mr. Tong Choi Chi holding the highest percentage, and details of unexercised share options were also disclosed Directors' and Chief Executive's Interests in Shares and Underlying Shares of the Company (Long Positions) | Name | Capacity | Total number of shares and underlying shares held | Percentage of issued share capital | | :--- | :--- | :--- | :--- | | Mr. Tong Choi Chi | Beneficial owner | 538,489,426 | 21.4% | | Mr. Chung Cho Lam | Beneficial owner | 24,500,000 | 0.97% | | Mr. Ma Sun Ying | Beneficial owner | 50,000,000 | 1.99% | | Ms. Yuen Siu Mui | Beneficial owner | 50,000,000 | 1.99% | | Mr. Chan Wai Man | Beneficial owner | 1,000,000 | 0.04% | | Mr. Siu Hei Lam | Beneficial owner | 700,000 | 0.03% | - As of June 30, 2025, the total number of unexercised and exercisable share options was **70,070,000**[43](index=43&type=chunk) - During the six months ended June 30, 2025, **64,337,000** share options were forfeited/lapsed[43](index=43&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares, Underlying Shares and Convertible Bonds of the Company](index=21&type=section&id=Substantial%20Shareholders%27%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Convertible%20Bonds%20of%20the%20Company) As of June 30, 2025, Mr. Tong Choi Chi, Chen Pu, Qingyang Development Limited, and Albula Investment Fund Ltd were listed as substantial shareholders, holding long positions of **5%** or more in the Company's shares Substantial Shareholders' Interests in Shares, Underlying Shares and Convertible Bonds of the Company (Long Positions) | Name/Company Name | Capacity | Number of shares and underlying shares | Percentage of issued share capital | | :--- | :--- | :--- | :--- | | Mr. Tong | Beneficial owner | 538,489,426 | 21.4% | | Chen Pu | Beneficial owner | 200,000,000 | 7.95% | | Qingyang Development Limited | Beneficial owner | 132,030,000 | 5.25% | | Albula Investment Fund Ltd | Beneficial owner | 105,120,000 | 5.02% | [Directors' Securities Transactions](index=21&type=section&id=Directors%27%20Securities%20Transactions) The Company's directors confirmed full compliance with the required standards for securities transactions during the six months ended June 30, 2025, with no instances of non-compliance - The Company's directors confirmed that they fully complied with the required standards for securities transactions of the Company during the six months ended June 30, 2025, and there were no instances of non-compliance[45](index=45&type=chunk) [Competing Interests](index=22&type=section&id=Competing%20Interests) Executive Directors Mr. Tong Choi Chi and Mr. Chung Cho Lam disclosed their interests in other companies engaged in media and entertainment businesses that may compete with the Group - Executive Director Mr. Tong Choi Chi holds interests in companies such as Aurora Entertainment Holdings Limited, Accela Group Limited, Art Production Limited, and Beamco HK Limited, which are engaged in entertainment, artist management, film, and concert production businesses[46](index=46&type=chunk) - Executive Director Mr. Chung Cho Lam holds interests in companies such as Chessman Entertainment Production Co., Ltd., Chessman Entertainment Production (Hong Kong) Co., Limited, Chessman Investment Management Co., Ltd., Good Media Production Co., Ltd., and Yishi Music Production Co., Ltd., which are engaged in concert coordination, artist management, music production, and film production businesses[47](index=47&type=chunk) - Save as disclosed above, to the best knowledge of the Directors, none of the Directors, management shareholders, or their associates have any business or interest that competes or may compete with the business of the Group[48](index=48&type=chunk) [Arrangement to Acquire Shares by Directors](index=23&type=section&id=Arrangement%20to%20Acquire%20Shares%20by%20Directors) Except for the disclosed share option scheme, neither the Company, its holding company, nor any of its subsidiaries participated in any arrangements during the period enabling directors to profit from acquiring shares - Save for the share option scheme disclosed above, at no time during the six months ended June 30, 2025, was the Company, its holding company, or any of its subsidiaries or fellow subsidiaries a party to any arrangement to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate[49](index=49&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%27s%20Listed%20Securities) During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[50](index=50&type=chunk) [Corporate Governance](index=23&type=section&id=Corporate%20Governance) [Compliance with Corporate Governance Practices](index=23&type=section&id=Compliance%20with%20Corporate%20Governance%20Practices) The Company confirmed full compliance with all code provisions of the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules for the six months ended June 30, 2025 - For the six months ended June 30, 2025, the Company complied with all code provisions of the Corporate Governance Code as set out in Appendix C1 to the GEM Listing Rules[51](index=51&type=chunk) [Audit Committee](index=23&type=section&id=Audit%20Committee) The Company's Audit Committee, comprising three independent non-executive directors, is responsible for reviewing financial, internal, and risk management controls, and has reviewed the Group's unaudited results for the six months ended June 30, 2025 - The Audit Committee comprises three independent non-executive Directors: Mr. Chan Wai Man (Chairman), Mr. Siu Hei Lam, and Dr. Yip Wai Hung[52](index=52&type=chunk) - The primary duties of the Audit Committee include reviewing the Group's financial controls, internal controls, and risk management systems, and reviewing and monitoring the integrity of the consolidated financial statements[52](index=52&type=chunk) - The Audit Committee has reviewed the unaudited results of the Group for the six months ended June 30, 2025[53](index=53&type=chunk) [Board Approval and Publication](index=24&type=section&id=Board%20Approval%20and%20Publication) [Board Composition and Approval](index=24&type=section&id=Board%20Composition%20and%20Approval) This interim results announcement has been approved by the Board, which comprises one executive director, two non-executive directors, and three independent non-executive directors - This announcement is issued by order of the Board and signed by Mr. Tong Choi Chi, Chairman and Executive Director[54](index=54&type=chunk) - As of the date of this announcement, the Board comprises one executive director (Chairman), two non-executive directors, and three independent non-executive directors[55](index=55&type=chunk) [Publication of Announcement](index=24&type=section&id=Publication%20of%20Announcement) This announcement will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company, and will remain there for at least **7** days - This announcement will be published on the 'Latest Listed Company Announcements' page of the Stock Exchange's website and on the Company's website at www.8082.com.hk for at least **7** days from the date of publication[55](index=55&type=chunk)

[Announcement Overview](index=1&type=section&id=Announcement%20Overview) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) Hygieia Group Limited reported interim results for the six months ended June 30, 2025, showing significant growth in revenue and profit after tax, with increased earnings per share, but no interim dividend was declared by the Board Financial Performance Summary | Metric | Six Months Ended June 30, 2025 (thousand S$) | Six Months Ended June 30, 2024 (thousand S$) | Change (thousand S$) | Growth Rate (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 39,400 | 37,000 | 2,400 | 6.4 | | Profit After Tax | 2,100 | 1,200 | 1,000 | 83.3 | | Basic and Diluted Earnings Per Share (S. cents) | 0.104 | 0.055 | 0.049 | 89.1 | - The Board did not declare an interim dividend for the six months ended June 30, 2025[4](index=4&type=chunk) [Condensed Consolidated Financial Statements](index=2&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's revenue grew by **6.4%** to **39,351 thousand S$**, gross profit increased by **22.6%** to **7,446 thousand S$**, and profit for the period surged by **84.3%** to **2,120 thousand S$**, driven by revenue growth and improved gross margin Consolidated Profit or Loss Summary | Metric | 2025 (thousand S$) | 2024 (thousand S$) | Change (thousand S$) | Growth Rate (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 39,351 | 36,982 | 2,369 | 6.4 | | Cost of Sales | (31,905) | (30,908) | (997) | 3.2 | | Gross Profit | 7,446 | 6,074 | 1,372 | 22.6 | | Operating Profit | 2,744 | 1,554 | 1,190 | 76.6 | | Profit Before Income Tax | 2,681 | 1,457 | 1,224 | 84.0 | | Income Tax Expense | (561) | (307) | (254) | 82.7 | | Profit for the Period | 2,120 | 1,150 | 970 | 84.3 | | Profit for the Period Attributable to Owners of the Company | 2,082 | 1,092 | 990 | 90.7 | | Basic and Diluted Earnings Per Share (S. cents) | 0.104 | 0.055 | 0.049 | 89.1 | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets were **37,743 thousand S$**, a decrease from December 31, 2024, primarily due to reduced fixed bank deposits and cash and cash equivalents within current assets, with total equity and liabilities decreasing accordingly Consolidated Financial Position Summary | Metric | June 30, 2025 (thousand S$) | December 31, 2024 (thousand S$) | Change (thousand S$) | Change Rate (%) | | :--- | :--- | :--- | :--- | :--- | | **Assets** | | | | | | Non-current Assets | 3,832 | 4,018 | (186) | -4.6 | | Current Assets | 33,911 | 36,977 | (3,066) | -8.3 | | Total Assets | 37,743 | 40,995 | (3,252) | -7.9 | | **Equity** | | | | | | Equity Attributable to Owners of the Company | 25,900 | 27,817 | (1,917) | -6.9 | | Non-controlling Interests | 154 | 116 | 38 | 32.8 | | Total Equity | 26,054 | 27,933 | (1,879) | -6.7 | | **Liabilities** | | | | | | Non-current Liabilities | 360 | 755 | (395) | -52.3 | | Current Liabilities | 11,328 | 12,307 | (979) | -8.0 | | Total Liabilities | 11,688 | 13,062 | (1,374) | -10.5 | | Total Equity and Liabilities | 37,742 | 40,995 | (3,253) | -7.9 | - Net current assets decreased from **24,670 thousand S$** as of December 31, 2024, to **22,583 thousand S$** as of June 30, 2025[8](index=8&type=chunk) [Consolidated Statement of Changes in Equity](index=6&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, equity attributable to owners of the Company decreased from **27,817 thousand S$** at the beginning of the period to **25,900 thousand S$** at the end, primarily due to dividends paid of **4,000 thousand S$**, partially offset by profit for the period of **2,082 thousand S$** Consolidated Changes in Equity Summary | Metric | Six Months Ended June 30, 2025 (thousand S$) | Six Months Ended June 30, 2024 (thousand S$) | | :--- | :--- | :--- | | Equity Attributable to Owners of the Company at Beginning of Period | 27,817 | 30,049 | | Profit for the Period | 2,082 | 1,092 | | Other Comprehensive Income for the Period | 1 | (1) | | Dividends Paid | (4,000) | (3,000) | | Equity Attributable to Owners of the Company at End of Period | 25,900 | 28,140 | [Consolidated Statement of Cash Flows](index=7&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, operating cash flow shifted from net outflow to net inflow, investing cash flow remained a net inflow, while financing cash outflow significantly increased, resulting in a slight decrease in cash and cash equivalents at period-end Consolidated Cash Flow Summary | Metric | 2025 (thousand S$) | 2024 (thousand S$) | | :--- | :--- | :--- | | Net Cash From Operating Activities | 3,015 | (2,501) | | Net Cash From Investing Activities | 2,927 | 2,707 | | Net Cash Used in Financing Activities | (6,017) | (4,561) | | Net Decrease in Cash and Cash Equivalents | (75) | (4,355) | | Cash and Cash Equivalents at End of Period | 10,313 | 7,861 | - Net cash from operating activities improved from a net outflow of **2,501 thousand S$** in the prior period to a net inflow of **3,015 thousand S$** in the current period, indicating improved operating efficiency[11](index=11&type=chunk) - Cash outflow from financing activities increased, primarily due to dividends paid rising from **3,000 thousand S$** to **4,000 thousand S$**, and increased repayment of bank borrowings[11](index=11&type=chunk) [Notes to the Condensed Consolidated Financial Information](index=8&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Information) [General Information and Basis of Preparation](index=8&type=section&id=General%20Information%20and%20Basis%20of%20Preparation) Hygieia Group Limited, incorporated in the Cayman Islands, primarily provides cleaning services, with its shares listed on the Main Board of the Stock Exchange; interim financial information is prepared in accordance with IAS 34 and presented in Singapore Dollars - The Company was incorporated in the Cayman Islands on February 28, 2019, with its principal business being the provision of cleaning services[12](index=12&type=chunk) - The Company's shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited on July 3, 2020[13](index=13&type=chunk) - The condensed interim financial information is prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' and presented in **Singapore Dollars (thousand S$)**[13](index=13&type=chunk)[14](index=14&type=chunk) [Adoption of New and Revised IFRSs](index=8&type=section&id=Adoption%20of%20New%20and%20Revised%20IFRSs) Revisions to International Financial Reporting Standards, including IAS 21, adopted for the first time in this interim period, had no significant impact on the Group's financial position or performance - Revisions to International Financial Reporting Standards, including the amendment to IAS 21 'Lack of Exchangeability', adopted for the first time in this interim period, had no significant impact on the Group's financial position or performance[15](index=15&type=chunk) [Revenue and Segment Information](index=9&type=section&id=Revenue%20and%20Segment%20Information) The Group's revenue primarily derives from cleaning services, totaling **39,319 thousand S$** for the six months ended June 30, 2025, mainly from Singapore and Thailand markets, with Singapore contributing **33,546 thousand S$** - The Group considers its business as a single operating segment, with primary revenue generated from providing cleaning services[16](index=16&type=chunk)[17](index=17&type=chunk) Revenue by Source | Revenue Source | 2025 (thousand S$) | 2024 (thousand S$) | | :--- | :--- | :--- | | Provision of Cleaning Services | 39,319 | 36,940 | | Sale of Goods | 32 | 42 | | **Total Revenue** | **39,351** | **36,982** | Revenue by Geographical Location | Geographical Location | 2025 (thousand S$) | 2024 (thousand S$) | | :--- | :--- | :--- | | Singapore | 33,546 | 32,036 | | Thailand | 5,805 | 4,946 | | **Total Revenue** | **39,351** | **36,982** | Non-current Assets by Geographical Location | Non-current Assets by Geographical Location | June 30, 2025 (thousand S$) | December 31, 2024 (thousand S$) | | :--- | :--- | :--- | | Singapore | 3,667 | 3,870 | | Thailand | 165 | 148 | | **Total** | **3,832** | **4,018** | [Other Income](index=10&type=section&id=Other%20Income) For the six months ended June 30, 2025, the Group's other income was **102 thousand S$**, primarily from interest income, remaining stable compared to the prior year Other Income Breakdown | Source | 2025 (thousand S$) | 2024 (thousand S$) | | :--- | :--- | :--- | | Interest Income | 99 | 90 | | Others | 3 | 5 | | **Total** | **102** | **95** | [Other Gains/(Losses) – Net](index=10&type=section&id=Other%20Gains%2F%28Losses%29%20%E2%80%93%20Net) For the six months ended June 30, 2025, the Group recorded net other gains of **27 thousand S$**, mainly from the gain on disposal of property, plant and equipment, partially offset by foreign exchange losses Other Gains/(Losses) Breakdown | Source | 2025 (thousand S$) | 2024 (thousand S$) | | :--- | :--- | :--- | | Foreign Exchange Losses | (9) | (12) | | Gain on Disposal of Property, Plant and Equipment | 36 | 6 | | **Total** | **27** | **(6)** | [Employee Benefits Expense](index=11&type=section&id=Employee%20Benefits%20Expense) For the six months ended June 30, 2025, employee benefits expense increased to **28,212 thousand S$**, primarily due to higher salaries and other allowances, partially offset by government grants of **1,625 thousand S$** for wage offsets Employee Benefits Expense Breakdown | Employee Benefits Expense | 2025 (thousand S$) | 2024 (thousand S$) | | :--- | :--- | :--- | | Salaries and Other Allowances | 26,208 | 23,269 | | Contributions to Defined Contribution Plans | 1,811 | 1,664 | | Other Employee Benefits | 193 | 108 | | **Total** | **28,212** | **25,041** | - Government grants amounted to **1,625 thousand S$** for the six months ended June 30, 2025 (2024: **778 thousand S$**), used to offset employee benefits expense[22](index=22&type=chunk)[23](index=23&type=chunk) [Finance Costs](index=11&type=section&id=Finance%20Costs) For the six months ended June 30, 2025, finance costs decreased to **63 thousand S$**, primarily due to reduced interest on loans and lease liabilities Finance Costs Breakdown | Finance Costs | 2025 (thousand S$) | 2024 (thousand S$) | | :--- | :--- | :--- | | Interest on Loans | 18 | 38 | | Interest on Lease Liabilities | 35 | 45 | | Interest on Hire Purchase Arrangements | 10 | 14 | | **Total** | **63** | **97** | [Income Tax Expense](index=12&type=section&id=Income%20Tax%20Expense) For the six months ended June 30, 2025, income tax expense increased to **561 thousand S$**, mainly due to higher taxable profit, with corporate income tax rates of **17%** in Singapore and **20%** in Thailand Income Tax Expense by Jurisdiction | Income Tax Expense | 2025 (thousand S$) | 2024 (thousand S$) | | :--- | :--- | :--- | | Singapore Corporate Income Tax | 516 | 307 | | Thailand Corporate Income Tax | 45 | – | | **Total** | **561** | **307** | - Singapore corporate income tax is calculated at **17%** of estimated taxable profit, while Thailand income tax is calculated at **20%**[25](index=25&type=chunk) [Earnings Per Share](index=12&type=section&id=Earnings%20Per%20Share) For the six months ended June 30, 2025, basic and diluted earnings per share significantly increased to **0.104 S. cents** from **0.055 S. cents** in the prior year, reflecting higher profit for the period Earnings Per Share Calculation | Metric | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Profit for the Period Attributable to Owners of the Company (thousand S$) | 2,082 | 1,092 | | Weighted Average Number of Ordinary Shares in Issue (thousand shares) | 2,000,000 | 2,000,000 | | Basic and Diluted Earnings Per Share (S. cents) | 0.104 | 0.055 | - Diluted earnings per share is the same as basic earnings per share as there were no potential ordinary shares in issue for both periods[26](index=26&type=chunk) [Dividends](index=13&type=section&id=Dividends) The Board did not declare an interim dividend for the six months ended June 30, 2025, but confirmed a final dividend of **4,000 thousand S$** for 2024 Dividends Declared | Dividend Type | 2025 (thousand S$) | 2024 (thousand S$) | | :--- | :--- | :--- | | 2023 Final Dividend (S$0.0015 per share) | – | 3,000 | | 2024 Final Dividend (S$0.002 per share) | 4,000 | – | | **Total** | **4,000** | **3,000** | - The Board did not declare an interim dividend for the six months ended June 30, 2025[27](index=27&type=chunk) [Trade and Other Receivables, Deposits and Prepayments](index=13&type=section&id=Trade%20and%20Other%20Receivables%2C%20Deposits%20and%20Prepayments) As of June 30, 2025, total trade and other receivables, deposits, and prepayments were **19,199 thousand S$**, largely consistent with year-end 2024, with a significant increase in trade receivables aged 0-30 days Trade and Other Receivables, Deposits and Prepayments Summary | Item | June 30, 2025 (thousand S$) | December 31, 2024 (thousand S$) | | :--- | :--- | :--- | | Trade Receivables (net of allowance) | 14,160 | 13,358 | | Unbilled Revenue (net of allowance) | 2,996 | 3,767 | | Deposits | 417 | 610 | | Prepayments | 540 | 400 | | Other Receivables | 1,086 | 1,018 | | **Total** | **19,199** | **19,153** | Trade Receivables Ageing Analysis | Trade Receivables Ageing (net of allowance) | June 30, 2025 (thousand S$) | December 31, 2024 (thousand S$) | | :--- | :--- | :--- | | 0 to 30 days | 10,118 | 6,169 | | 31 to 60 days | 1,315 | 3,952 | | 61 to 90 days | 1,923 | 1,608 | | 91 to 120 days | 669 | 727 | | Over 120 days | 135 | 902 | | **Total** | **14,160** | **13,358** | - Expected credit loss allowances for trade receivables and unbilled revenue were **548 thousand S$** and **21 thousand S$**, respectively, consistent with year-end 2024[29](index=29&type=chunk) [Trade and Other Payables](index=15&type=section&id=Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables were **8,080 thousand S$**, a decrease from **8,586 thousand S$** at year-end 2024, primarily due to lower trade payables and accrued employee benefits expense Trade and Other Payables Summary | Item | June 30, 2025 (thousand S$) | December 31, 2024 (thousand S$) | | :--- | :--- | :--- | | Trade Payables | 1,247 | 1,770 | | Other Payables | 1,871 | 1,625 | | Accrued Expenses | 211 | 286 | | Accrued Employee Benefits Expense | 4,751 | 4,905 | | **Total** | **8,080** | **8,586** | Trade Payables Ageing Analysis | Trade Payables Ageing | June 30, 2025 (thousand S$) | December 31, 2024 (thousand S$) | | :--- | :--- | :--- | | 0 to 30 days | 789 | 936 | | 31 to 60 days | 234 | 562 | | 61 to 90 days | 145 | 117 | | Over 90 days | 79 | 155 | | **Total** | **1,247** | **1,770** | [Management Discussion and Analysis](index=16&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=16&type=section&id=Business%20Review) The Group is a renowned general cleaning service provider in Singapore's environmental services industry with over 30 years of experience, operating in Singapore and Thailand, committed to deploying digital solutions for efficiency, and achieved **6.4%** revenue growth from new projects and organic expansion in Thailand - The Group is a renowned general cleaning service provider in Singapore's environmental services industry with over **30 years of experience**, operating in Singapore and Thailand[33](index=33&type=chunk) - The Group holds an **L6 grade FM02 workhead**, enabling it to bid for public sector service contracts of unlimited value, and has been awarded the **Gold Clean Mark Accreditation** by the National Environment Agency[33](index=33&type=chunk) - The Group deploys digital solutions to enhance operational efficiency and decision-making, adapting to the shift from headcount-based to outcome-based cleaning contracts[34](index=34&type=chunk) - As of June 30, 2025, the Group's revenue increased by **6.4%** year-on-year, primarily driven by newly secured large-scale projects in Singapore and organic growth in its environmental services business in Thailand[34](index=34&type=chunk) - As of August 28, 2025, the Group had **301 ongoing service contracts** with an outstanding contract sum of approximately **65.8 million S$**[34](index=34&type=chunk) - The Group will continue to invest in technology and staff training to improve productivity, and may evaluate other investment prospects to enhance profitability[35](index=35&type=chunk) [Financial Review](index=17&type=section&id=Financial%20Review) The Group achieved robust financial growth during the reporting period, with significant increases in revenue and net profit, improved gross margin due to reduced labor expenses and increased government grants, and a decrease in finance costs [Revenue](index=17&type=section&id=Revenue_FR) For the six months ended June 30, 2025, total revenue was approximately **39.4 million S$**, a **6.4%** year-on-year increase, driven by new large-scale projects in Singapore and organic growth in Thailand - Total revenue was approximately **39.4 million S$**, an increase of **6.4%** compared to approximately **37.0 million S$** in the corresponding period of 2024[36](index=36&type=chunk) - Revenue growth was primarily due to newly secured large-scale projects in Singapore and organic growth in the Group's environmental services business in Thailand[36](index=36&type=chunk) [Cost of Sales](index=17&type=section&id=Cost%20of%20Sales) For the six months ended June 30, 2025, cost of sales was approximately **31.9 million S$**, a **3.2%** year-on-year increase, further explained in the Gross Profit and Gross Profit Margin section - Cost of sales was approximately **31.9 million S$**, an increase of **3.2%** compared to approximately **30.9 million S$** in the corresponding period of 2024[37](index=37&type=chunk) [Gross Profit and Gross Profit Margin](index=18&type=section&id=Gross%20Profit%20and%20Gross%20Profit%20Margin) Gross profit increased to **7.4 million S$**, and gross profit margin improved from **16.4%** to **18.9%**, mainly due to reduced labor-related expenses and increased government employment subsidies - Gross profit increased from **6.1 million S$** in the corresponding period of 2024 to **7.4 million S$** in the current period[38](index=38&type=chunk) - Gross profit margin improved from **16.4%** to **18.9%**[38](index=38&type=chunk) - The improvement in gross profit margin was primarily due to reduced labor-related expenses and increased government employment subsidies received from the Singapore government (2025: **1.6 million S$**; 2024: **0.8 million S$**)[38](index=38&type=chunk) [Administrative Expenses](index=18&type=section&id=Administrative%20Expenses) Administrative expenses increased to **4.8 million S$**, mainly due to higher employee benefits expense and professional fees - Administrative expenses increased from **4.6 million S$** in the corresponding period of 2024 to **4.8 million S$** in the current period[39](index=39&type=chunk) - The increase was primarily due to higher employee benefits expense and professional fees[39](index=39&type=chunk) [Finance Costs](index=18&type=section&id=Finance%20Costs_FR) Finance costs decreased to **63 thousand S$**, primarily due to reduced interest expenses arising from the Group's borrowings - Finance costs decreased from **97 thousand S$** in the corresponding period of 2024 to **63 thousand S$** in the current period[40](index=40&type=chunk) - The decrease was primarily due to reduced interest expenses arising from the Group's borrowings[40](index=40&type=chunk) [Other Gains](index=18&type=section&id=Other%20Gains) For the six months ended June 30, 2025, other gains were approximately **27 thousand S$**, mainly from the disposal of property, plant and equipment, partially offset by net foreign exchange losses - Other gains were approximately **27 thousand S$**, primarily from the gain on disposal of property, plant and equipment, partially offset by net foreign exchange losses[41](index=41&type=chunk) [Other Income](index=18&type=section&id=Other%20Income_FR) Other income remained relatively stable at approximately **102 thousand S$**, mainly derived from interest income on fixed bank deposits - Other income remained relatively stable at approximately **102 thousand S$**, primarily derived from interest income generated from fixed bank deposits[42](index=42&type=chunk) [Income Tax Expense](index=19&type=section&id=Income%20Tax%20Expense_FR) Income tax expense increased to **561 thousand S$**, with an effective tax rate of **20.9%**, mainly due to an overall increase in taxable income of the Company's subsidiaries - Income tax expense was approximately **561 thousand S$**, with an effective tax rate of **20.9%**, an increase from **307 thousand S$** and **21.1%** in the corresponding period of 2024[43](index=43&type=chunk) - The increase in tax expense was primarily due to an overall increase in taxable income of the Company's subsidiaries[43](index=43&type=chunk) [Profit for the Period](index=19&type=section&id=Profit%20for%20the%20Period) For the six months ended June 30, 2025, the Group's net profit was approximately **2.1 million S$**, a significant increase from **1.2 million S$** in the prior year - The Group's net profit was approximately **2.1 million S$**, compared to **1.2 million S$** for the six months ended June 30, 2024[44](index=44&type=chunk) [Liquidity and Capital Resources](index=19&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the Group maintained a healthy liquidity ratio of **3.0** and was in a net cash position, with cash and cash equivalents exceeding bank borrowings, rendering the net debt-to-capital ratio inapplicable - As of June 30, 2025, current assets were approximately **33.9 million S$**, and current liabilities were approximately **11.3 million S$**[45](index=45&type=chunk) - The current ratio (current assets to current liabilities) remained at **3.0**[45](index=45&type=chunk) - The Group was in a net cash position, and the net debt-to-capital ratio was not applicable[45](index=45&type=chunk) [Capital Expenditure](index=19&type=section&id=Capital%20Expenditure) For the six months ended June 30, 2025, the Group incurred no other significant capital expenditure beyond what has been disclosed - For the six months ended June 30, 2025, no other significant capital expenditure was incurred[46](index=46&type=chunk) [Contingent Liabilities](index=20&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[47](index=47&type=chunk) [Pledge of Assets](index=20&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, the Group's bank facilities were secured by trade receivables, a debenture creating fixed and floating charges over all assets, and corporate guarantees provided by the Company and its subsidiaries - Bank facilities were secured by trade receivables financing, a debenture creating fixed and floating charges over all assets, and corporate guarantees provided by the Company and its subsidiaries[48](index=48&type=chunk) [Future Plans for Material Investments and Capital Assets](index=20&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) As of June 30, 2025, the Group had no plans for material investments and capital assets other than those disclosed in this announcement - As of June 30, 2025, the Group had no plans for material investments and capital assets other than those disclosed in this announcement[49](index=49&type=chunk) [Material Investments, Acquisitions and Disposals](index=20&type=section&id=Material%20Investments%2C%20Acquisitions%20and%20Disposals) For the six months ended June 30, 2025, the Company held no other material investments, significant acquisitions, or disposals of subsidiaries, associates, and joint ventures - For the six months ended June 30, 2025, the Company held no other material investments, significant acquisitions, or disposals of subsidiaries, associates, and joint ventures[50](index=50&type=chunk) [Foreign Exchange Risk Management](index=20&type=section&id=Foreign%20Exchange%20Risk%20Management) The Group's functional currency is the Singapore Dollar, with most revenue and expenses denominated in SGD; it currently has no foreign exchange hedging policy, but management continuously monitors foreign exchange risk - The Group's functional currency is the **Singapore Dollar**, with most revenue and expenses denominated in **SGD**[51](index=51&type=chunk) - The Group currently has no foreign exchange hedging policy, but management continuously monitors foreign exchange risk[51](index=51&type=chunk) [Post Balance Sheet Events](index=20&type=section&id=Post%20Balance%20Sheet%20Events) As of the date of this announcement, the Directors are not aware of any significant events concerning the Group's business or financial performance subsequent to June 30, 2025 - As of the date of this announcement, the Directors are not aware of any significant events concerning the Group's business or financial performance subsequent to June 30, 2025[52](index=52&type=chunk) [Other Information](index=21&type=section&id=Other%20Information) [Use of Proceeds from Listing](index=21&type=section&id=Use%20of%20Proceeds%20from%20Listing) The Company raised net proceeds of approximately **11.8 million S$** from its listing; as of June 30, 2025, **9,689 thousand S$** has been utilized for cash flow mismatch, purchasing waste treatment equipment, and leasing automated machinery, with **2,136 thousand S$** remaining unutilized - Net proceeds from the listing amounted to approximately **11.8 million S$**[53](index=53&type=chunk) Use of Listing Proceeds | Use of Proceeds | Revised Allocation (thousand S$) | % of Total Net Proceeds | Utilized as of June 30, 2025 (thousand S$) | Unutilized as of June 30, 2025 (thousand S$) | Estimated Completion of Utilization | | :--- | :--- | :--- | :--- | :--- | :--- | | Acquisition of Landscaping Company | 1,774 | 15.0 | – | 1,774 | December 31, 2025 | | Purchase of Waste Treatment Equipment | 605 | 5.1 | 605 | – | Not Applicable | | Employment of Waste Treatment Personnel | 627 | 5.3 | 515 | 112 | December 31, 2025 | | Cash Flow Mismatch | 6,170 | 52.2 | 6,170 | – | Not Applicable | | Employment of Sales and Marketing Personnel | 166 | 1.4 | 166 | – | Not Applicable | | Employment of Safety Personnel | 296 | 2.5 | 161 | 135 | December 31, 2025 | | Purchase of Software and Systems | 284 | 2.4 | 169 | 115 | December 31, 2025 | | Lease of Automated Machinery and Equipment | 721 | 6.1 | 721 | – | Not Applicable | | General Working Capital | 1,182 | 10.0 | 1,182 | – | Not Applicable | | **Total** | **11,825** | **100** | **9,689** | **2,136** | | [Employee Remuneration and Relationships](index=22&type=section&id=Employee%20Remuneration%20and%20Relationships) As of June 30, 2025, the Group had approximately **3,047 employees**, with remuneration based on skills, responsibilities, and performance, and progressive wage plans and mandatory provident fund contributions for local and permanent resident employees; the Group maintained good employee relations with no significant labor disputes during the period - As of June 30, 2025, the Group had approximately **3,047 employees** (December 31, 2024: **2,609 employees**)[54](index=54&type=chunk) - Employee remuneration is determined based on work skills, scope, responsibilities, and performance, with discretionary bonuses[54](index=54&type=chunk) - The Group has implemented a progressive wage plan for Singaporean citizens and permanent resident employees and participates in the mandatory provident fund scheme[54](index=54&type=chunk) - The Group maintained good working relationships with its employees, with no significant labor disputes during the reporting period[54](index=54&type=chunk) [Corporate Governance Code](index=22&type=section&id=Corporate%20Governance%20Code) The Company has adopted the Corporate Governance Code and believes it has complied with relevant code provisions during the reporting period, committed to maintaining high standards of corporate governance - The Company has adopted the Corporate Governance Code and believes it has complied with the relevant code provisions during the reporting period[55](index=55&type=chunk) - The Board will continue to review and monitor the Company's practices to maintain high standards of corporate governance[55](index=55&type=chunk) [Standard Code for Securities Transactions by Directors of Listed Issuers](index=23&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors%20of%20Listed%20Issuers) The Company has adopted the Standard Code, and all Directors confirmed compliance with its requirements for the six months ended June 30, 2025, after due enquiry - The Company has adopted the Standard Code as its code of conduct regarding Directors' dealings in securities[56](index=56&type=chunk) - All Directors confirmed compliance with the required standards set out in the Standard Code for the six months ended June 30, 2025[56](index=56&type=chunk) [Audit Committee](index=23&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive Directors, has reviewed the Company's unaudited interim results for the six months ended June 30, 2025, confirming compliance with applicable accounting principles and requirements - The Audit Committee comprises three independent non-executive Directors: Mr. Ong Hock (Chairman), Mr. Lau Chun Wing, and Mr. Leung Chi Hang[57](index=57&type=chunk) - The Audit Committee has reviewed the Company's unaudited interim results for the six months ended June 30, 2025, and confirmed compliance with applicable accounting principles, standards, and requirements[57](index=57&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%27s%20Listed%20Securities) During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[58](index=58&type=chunk) [Public Float](index=23&type=section&id=Public%20Float) As of the date of this announcement, the Company has maintained the prescribed public float in accordance with the Listing Rules - As of the date of this announcement, the Company has maintained the prescribed public float in accordance with the Listing Rules[59](index=59&type=chunk) [Publication of Interim Results Announcement and Interim Report](index=24&type=section&id=Publication%20of%20Interim%20Results%20Announcement%20and%20Interim%20Report) This interim results announcement has been published on the Stock Exchange and Company websites, and the interim report will be dispatched to shareholders and posted on the aforementioned websites in due course - This interim results announcement is published on the Stock Exchange website (www.hkexnews.hk) and the Company's website (http://www.hygieiagroup.com/)[60](index=60&type=chunk) - The interim report for the six months ended June 30, 2025, will be dispatched to shareholders and posted on the aforementioned websites in due course[60](index=60&type=chunk) [Definitions](index=24&type=section&id=Definitions) This section provides definitions for key terms and abbreviations used in the report, including company entities, accounting standards, industry certifications, and geographical locations - Provides definitions for key terms used in the report, such as 'the Company', 'the Group', 'Audit Committee', and 'Corporate Governance Code'[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) [Board of Directors](index=26&type=section&id=Board%20of%20Directors) As of the date of this announcement, the Board of Directors comprises three executive Directors (Mr. Toh Rong Kiat, Mr. Peh Poon Chew, and Ms. Toh Lay Kiu) and three independent non-executive Directors (Mr. Lau Chun Wing, Mr. Leung Chi Hang, and Mr. Ong Hock) - Executive Directors are Mr. Toh Rong Kiat, Mr. Peh Poon Chew, and Ms. Toh Lay Kiu[63](index=63&type=chunk) - Independent non-executive Directors are Mr. Lau Chun Wing, Mr. Leung Chi Hang, and Mr. Ong Hock[63](index=63&type=chunk)

[Company Overview and Financial Summary](index=1&type=section&id=Company%20Overview%20And%20Financial%20Summary) The company announced unaudited interim results for H1 2025, showing significant declines in revenue, gross profit, and profit for the period [Company Information and Report Statement](index=1&type=section&id=Company%20Info%20And%20Report%20Statement) Fingertango Holdings Limited announced its unaudited condensed consolidated interim results for the six months ended June 30, 2025, with comparative financial data for the same period in 2024 - Fingertango Holdings Limited (the Company) and its subsidiaries (the Group) announced their unaudited condensed consolidated interim results for the six months ended June 30, 2025[3](index=3&type=chunk) [Financial Summary](index=1&type=section&id=Financial%20Summary) During the reporting period, the company experienced significant declines in revenue, gross profit, and profit for the period, with revenue decreasing by 35.5%, gross profit by 43.7%, and profit by 52.4% year-on-year For the six months ended June 30 Financial Summary | Metric | 2025 (RMB million) | 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 211.9 | 328.3 | (35.5)% | | Gross Profit | 116.1 | 206.2 | (43.7)% | | Profit for the Period | 4.4 | 9.2 | (52.4)% | [Market and Business Review](index=2&type=section&id=Market%20And%20Business%20Review) The Chinese gaming market achieved record sales and user growth in H1 2025, driven by mobile games, while the Group's revenue and profit declined due to strategic marketing cuts and mature game performance [Market Overview](index=2&type=section&id=Market%20Overview) In H1 2025, China's gaming market achieved record sales and user growth, primarily driven by mobile games, with self-developed strategy games leading overseas revenue - In H1 2025, China's gaming market achieved actual sales revenue of **RMB 168.00 billion**, a year-on-year increase of **14.08%**, reaching a new historical high[6](index=6&type=chunk) - China's mobile game market actual sales revenue reached **RMB 125.309 billion**, a year-on-year increase of **16.55%**, accounting for approximately three-quarters of the Chinese gaming market[6](index=6&type=chunk) - Actual sales revenue of China's self-developed games in overseas markets increased by **11.07%** to **USD 9.501 billion**, with strategy mobile games accounting for **43.33%** of revenue, ranking first[7](index=7&type=chunk) [Business Review](index=2&type=section&id=Business%20Review) The Group's total revenue decreased by 35.5% to RMB 211.9 million, primarily due to strategic cuts in advertising and promotion expenses and the natural decline of classic games in their mature phase - Total revenue was approximately **RMB 211.9 million**, a decrease of approximately **35.5%** year-on-year, mainly attributed to strategic reductions in advertising and promotion expenses and classic games entering their mature operational phase[8](index=8&type=chunk) - Profit attributable to owners of the company was approximately **RMB 4.4 million**, a **52.4%** decrease from approximately RMB 9.2 million in the same period last year, primarily impacted by revenue contraction leading to lower gross profit, reduced other income, and increased administrative expenses[9](index=9&type=chunk) - Sales and marketing expenses decreased by approximately **64.8%** to approximately **RMB 53.3 million**, with resources reserved for the research and development and launch promotion of the next flagship product[9](index=9&type=chunk) [Key Performance Indicators](index=3&type=section&id=Key%20Performance%20Indicators) Average MAUs and MPUs significantly decreased, while ARPPU increased, and cumulative registered users maintained stable growth during the reporting period Summary of Key Performance Indicators | Metric | Unit | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Average MAUs | users | 1,370,023 | 5,080,835 | (73.0)% | | Average MPUs | users | 70,989 | 127,024 | (44.1)% | | ARPPU | RMB | 497 | 431 | 15.3% | | Cumulative Registered Users | million users | 264.9 | 255.1 | 3.8% | - Average monthly active users decreased by approximately **73.0%** to approximately **1.4 million**, mainly due to reduced marketing expenses and the game product portfolio entering a mature phase[12](index=12&type=chunk) - Total cumulative registered users reached approximately **264.9 million**, a year-on-year increase of approximately **3.8%**, with a large user base supporting the company in launching new games and conducting precise marketing through data analysis[12](index=12&type=chunk) [H2 2025 Outlook](index=4&type=section&id=H2%202025%20Outlook) The company anticipates continued rapid growth in the gaming industry, with stricter regulations driving a focus on quality, and the Group will maintain its long-lifecycle game development strategy and prudent marketing - Tightening regulations in China's gaming industry are prompting developers and operators to provide more innovative and high-quality content, focusing on sustainable development and quality improvement[13](index=13&type=chunk) - The Group will adhere to its long-term growth strategy centered on developing games with long lifecycles, continuously optimizing gameplay, expanding content, and utilizing proprietary data analytics[13](index=13&type=chunk) - In the second half of the year, the Group will actively advance new game development, focus on cost-effective real-time operations for its existing product portfolio, adopt a more prudent marketing strategy, and fully leverage its big data analytics capabilities[14](index=14&type=chunk) [Financial Performance Analysis](index=5&type=section&id=Financial%20Performance%20Analysis) The Group's financial performance was marked by a significant decline in revenue and gross profit, driven by strategic marketing cuts and the natural maturation of its game portfolio, while administrative and R&D expenses increased [Revenue](index=5&type=section&id=Revenue) Total revenue decreased by 35.5% year-on-year to RMB 211.9 million, primarily due to a 64.8% strategic reduction in sales and marketing expenses and the natural lifecycle decline of mature game titles - Total revenue was approximately **RMB 211.9 million**, a year-on-year decrease of **35.5%**, primarily impacted by reduced advertising and marketing investment and the natural lifecycle decline of the mature game portfolio[16](index=16&type=chunk) - Sales and marketing expenses were significantly cut by approximately **64.8%**, from RMB 151.6 million to **RMB 53.3 million**, which was the primary factor contributing to the revenue decline[16](index=16&type=chunk) Revenue Structure Changes | Revenue Type | 2025 (RMB million) | 2024 (RMB million) | Change (%) | Share (2025) | Share (2024) | | :--- | :--- | :--- | :--- | :--- | :--- | | Self-published | 101.4 | 191.7 | (47.1)% | 47.9% | 58.4% | | Co-published | 110.4 | 136.6 | (19.2)% | 52.1% | 41.6% | [Cost of Revenue](index=6&type=section&id=Cost%20Of%20Revenue) Cost of revenue decreased by 21.6% year-on-year to RMB 95.7 million, mainly due to reduced platform sharing fees and game developer commissions, reflecting an overall decline in game revenue - Cost of revenue was approximately **RMB 95.7 million**, a decrease of approximately **21.6%** from the same period last year, primarily due to lower platform sharing fees and reduced commissions paid to game developers[18](index=18&type=chunk) [Gross Profit and Gross Margin](index=6&type=section&id=Gross%20Profit%20And%20Margin) Gross profit decreased by 43.7% to RMB 116.1 million, and gross margin declined by 8.0% to 54.8%, primarily due to revenue decreasing more than cost of revenue and a shift towards co-published games with higher developer sharing ratios - Gross profit decreased by approximately **43.7%** from approximately RMB 206.2 million in the same period last year to approximately **RMB 116.1 million**[19](index=19&type=chunk) - Gross margin decreased by **8.0%** from approximately **62.8%** in the same period last year to approximately **54.8%** during the reporting period, mainly due to revenue declining more than cost of revenue and an increased proportion of co-published games[19](index=19&type=chunk) [Sales and Marketing Expenses](index=6&type=section&id=Sales%20And%20Marketing%20Expenses) Sales and marketing expenses significantly decreased by 64.8% to RMB 53.3 million, primarily due to reduced marketing needs for mature game titles and delayed new game launches, reflecting a more conservative marketing approach - Sales and marketing expenses decreased by approximately **64.8%** from approximately RMB 151.6 million to approximately **RMB 53.3 million**[21](index=21&type=chunk) - The significant reduction was primarily due to the existing game portfolio entering a mature stage and reduced advertising expenses resulting from delayed new game launches[21](index=21&type=chunk) [Administrative Expenses](index=7&type=section&id=Administrative%20Expenses) Administrative expenses increased by 65.6% year-on-year to RMB 24.9 million, mainly due to a one-off reversal of loss provision in the prior period and increased administrative staff costs to support operations - Administrative expenses increased by approximately **65.6%** from approximately RMB 15.0 million in the same period last year to approximately **RMB 24.9 million**[23](index=23&type=chunk) - The increase was primarily attributable to a one-off reversal of loss provision for trade and other receivables in the same period last year (approximately RMB 11.6 million) and increased administrative staff costs[23](index=23&type=chunk) [Research and Development Expenses](index=7&type=section&id=Research%20And%20Development%20Expenses) Research and development expenses increased by 11.4% year-on-year to RMB 39.7 million, primarily due to higher investment costs for new games - Research and development expenses were approximately **RMB 39.7 million**, an increase of approximately **11.4%** or approximately RMB 4.1 million from the same period last year[24](index=24&type=chunk) - The increase in research and development expenses was due to higher investment costs for new games[24](index=24&type=chunk) [Other Income, Gains or Losses, Net](index=8&type=section&id=Other%20Income%2C%20Gains%20Or%20Losses%2C%20Net) Other income, gains, and losses, net, decreased to RMB 7.6 million, primarily due to a significant reduction in interest income and lower government grants - Other income, gains, and losses, net, decreased from approximately RMB 9.2 million in the same period last year to approximately **RMB 7.6 million**[25](index=25&type=chunk) - This was mainly due to a significant decrease in interest income (from RMB 12.3 million to **RMB 5.9 million**) and lower government grants (from RMB 2.1 million to **RMB 0.3 million**)[25](index=25&type=chunk) [Income Tax Expense](index=8&type=section&id=Income%20Tax%20Expense) Income tax expense significantly decreased by 68.6% year-on-year to RMB 1.1 million, primarily due to a reduction in profit before income tax - Income tax expense significantly decreased by approximately **68.6%** from approximately RMB 3.5 million in the same period last year to approximately **RMB 1.1 million**[26](index=26&type=chunk) - The decrease was primarily due to a reduction in profit before income tax, from approximately RMB 12.7 million in the same period last year to approximately **RMB 5.5 million**[26](index=26&type=chunk) [Profit for the Period](index=8&type=section&id=Profit%20For%20The%20Period) Profit attributable to owners of the company was RMB 4.4 million, a decrease from RMB 9.2 million in the prior period, reflecting reduced revenue and gross profit, lower interest income, increased administrative expenses, and offsetting R&D and marketing expense changes - Profit attributable to owners of the company recorded approximately **RMB 4.4 million**, compared to approximately RMB 9.2 million in the same period last year[27](index=27&type=chunk) - The change was primarily due to the combined impact of reduced revenue and gross profit, lower interest income, increased administrative expenses, and the offsetting effects of increased research and development expenses and decreased sales and marketing expenses[27](index=27&type=chunk) [Balance Sheet and Liquidity](index=9&type=section&id=Balance%20Sheet%20And%20Liquidity) The Group's balance sheet showed a decrease in investments and prepayments, a reduction in fixed deposits, and a significant increase in bank and cash balances, maintaining strong liquidity with no borrowings [Investments at Fair Value Through Profit or Loss](index=9&type=section&id=Investments%20At%20Fair%20Value%20Through%20Profit%20Or%20Loss) Total investments at fair value through profit or loss amounted to RMB 107.7 million as of June 30, 2025, a decrease from the end of 2024, mainly due to the redemption of approximately RMB 20.0 million from the Boyou Yuedong private equity fund - As of June 30, 2025, investments at fair value through profit or loss recorded approximately **RMB 107.7 million**[28](index=28&type=chunk) Changes in Investments at Fair Value Through Profit or Loss | Investment Type | Dec 31, 2024 (RMB million) | Jun 30, 2025 (RMB million) | Change (RMB million) | | :--- | :--- | :--- | :--- | | Hong Kong listed equity securities | 7.4 | 7.0 | (0.4) | | Wealth management products: Zhongzhou Longteng Growth Fund No. 7 | 80.7 | 79.8 | (0.9) | | Wealth management products: Boyou Yuedong Exclusive Private Securities Investment Fund | 40.3 | 20.9 | (19.4) | | **Total** | **128.4** | **107.7** | **(20.7)** | - The decrease in investments was primarily due to the redemption of approximately **RMB 20.0 million** from the Boyou Yuedong private equity investment fund within the original contract period[29](index=29&type=chunk) [Prepayments and Deposits](index=9&type=section&id=Prepayments%20And%20Deposits) Total prepayments and deposits decreased from RMB 37.3 million at the end of 2024 to RMB 30.9 million as of June 30, 2025, mainly due to reduced prepayments for promotion expenses and game developers, with the company making significant impairment provisions and pursuing legal action - Total prepayments and deposits decreased from approximately RMB 37.3 million to approximately **RMB 30.9 million**[30](index=30&type=chunk) - The decrease was primarily attributable to reduced prepayments for promotion expenses (a decrease of approximately **RMB 8.8 million**) and prepayments to game developers (a decrease of approximately **RMB 2.9 million**)[31](index=31&type=chunk) - The company made significant impairment provisions for prepayments, mainly due to business failures, delayed development progress, developers refusing refunds, and the impact of the pandemic, and has initiated legal actions to recover funds[32](index=32&type=chunk)[33](index=33&type=chunk) [Fixed Deposits](index=11&type=section&id=Fixed%20Deposits) Total fixed deposits decreased by approximately RMB 108.6 million from RMB 319.2 million at the end of 2024 to RMB 210.6 million, primarily due to the maturity and redemption of certain fixed deposits - Total fixed deposits decreased by approximately **RMB 108.6 million** from approximately RMB 319.2 million to approximately **RMB 210.6 million**[34](index=34&type=chunk) - The significant decrease was primarily due to the maturity and subsequent redemption of certain fixed deposits according to their original terms[34](index=34&type=chunk) [Bank and Cash Balances](index=11&type=section&id=Bank%20And%20Cash%20Balances) Bank and cash balances significantly increased from RMB 352.1 million at the end of 2024 to RMB 509.3 million, primarily due to the maturity and redemption of fixed deposits during the reporting period - Bank and cash balances significantly increased from approximately RMB 352.1 million as of December 31, 2024, to approximately **RMB 509.3 million**[35](index=35&type=chunk) - The significant increase of approximately **RMB 157.3 million** was primarily due to the maturity and redemption of fixed deposits during the reporting period[35](index=35&type=chunk) [Liquidity, Financial Resources, and Borrowings](index=11&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20And%20Borrowings) As of June 30, 2025, the Group maintained a strong liquidity ratio of 4.3, with no bank borrowings or other debt financing obligations, and plans to fund future operations and investments using internal resources - Current assets were approximately **RMB 795.9 million**, current liabilities approximately **RMB 186.1 million**, resulting in a current ratio of **4.3**[36](index=36&type=chunk) - The Group had no bank borrowings or other debt financing obligations, and its gearing ratio was **zero**[36](index=36&type=chunk) - The Group intends to fund its expansion, investments, and business operations using internal resources[36](index=36&type=chunk) [Capital Structure](index=11&type=section&id=Capital%20Structure) There were no changes in the Group's capital structure during the reporting period - There were no changes in the Group's capital structure during the reporting period[37](index=37&type=chunk) [Contingent Liabilities](index=11&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[38](index=38&type=chunk) [Pledged Assets](index=11&type=section&id=Pledged%20Assets) As of June 30, 2025, the Group had no pledged assets - As of June 30, 2025, the Group had no pledged assets[39](index=39&type=chunk) [Foreign Exchange Risk](index=12&type=section&id=Foreign%20Exchange%20Risk) The Group's revenue is primarily denominated in RMB, and it will continue to monitor exchange rate risks to maintain cash value, with no hedging transactions undertaken during the reporting period - The Group's revenue is primarily and largely denominated in **RMB**[40](index=40&type=chunk) - The Group will continue to monitor exchange rate risks to maintain its cash value, and no hedging transactions were entered into as of June 30, 2025[40](index=40&type=chunk) [Major Investments and Corporate Actions](index=12&type=section&id=Major%20Investments%20And%20Corporate%20Actions) The Group held significant investments in the Zhongzhou Longteng Growth Fund, with no other major investment plans, acquisitions, or disposals during the period, and outlined the use of IPO proceeds [Major Investments Held](index=12&type=section&id=Major%20Investments%20Held) During the reporting period, the Group held the Zhongzhou Longteng Growth Fund No. 7, whose fair value accounted for 7.9% of the Group's total assets, aiming for stable total returns through loan-generated income and capital appreciation Major Investments Held | Investment Name | Investment Cost (RMB million) | Fair Value Dec 31, 2024 (RMB million) | Fair Value Jun 30, 2025 (RMB million) | % of Investments Held Jun 30, 2025 | % of Total Assets Jun 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Zhongzhou Longteng Growth Fund No. 7 | 88.3 | 80.7 | 79.8 | 74.1% | 7.9% | - The investment objective of the Zhongzhou Longteng Growth Fund is to generate stable total returns for investors through recurring income from loans provided to appropriate investment targets and capital appreciation[41](index=41&type=chunk) [Future Plans for Material Investments or Capital Assets and Expected Funding Sources](index=12&type=section&id=Future%20Plans%20For%20Material%20Investments%20Or%20Capital%20Assets) As of June 30, 2025, the Group had no other plans for material investments or acquisitions of significant capital assets - Except as disclosed in this announcement, as of June 30, 2025, the Group had no other plans for material investments or acquisitions of significant capital assets[43](index=43&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates, and Joint Ventures](index=12&type=section&id=Material%20Acquisitions%20And%20Disposals) The Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period - The Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period[44](index=44&type=chunk) [Use of Proceeds](index=23&type=section&id=Use%20Of%20Proceeds) Since its listing, the company has utilized a portion of the net proceeds as disclosed in the prospectus, with approximately HKD 243.0 million remaining as of June 30, 2025, expected to be fully utilized by December 31, 2026 Use of Net Proceeds and Balance | Intended Use | Proportion (%) | Intended Amount (HKD million) | Remaining Dec 31, 2024 (HKD million) | Utilized H1 2025 (HKD million) | Remaining Jun 30, 2025 (HKD million) | | :--- | :--- | :--- | :--- | :--- | :--- | | Develop game acquisition capabilities | 35% | 338.5 | 238.2 | 22.4 | 215.8 | | Establish in-house game R&D team | 25% | 241.8 | 37.8 | 18.6 | 19.2 | | Marketing and promotion activities | 20% | 193.4 | — | — | — | | Expand to overseas markets | 10% | 96.7 | — | — | — | | Working capital and general corporate purposes | 10% | 96.7 | 20.2 | 12.2 | 8.0 | | **Total** | **100%** | **967.1** | **296.2** | **53.2** | **243.0** | - The remaining net proceeds of approximately **HKD 243.0 million** as of June 30, 2025, are expected to be fully utilized on or before December 31, 2026[69](index=69&type=chunk) [Interim Dividend](index=19&type=section&id=Interim%20Dividend) The Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - No dividends were paid or proposed to be paid to ordinary shareholders of the Company for the six months ended June 30, 2025[61](index=61&type=chunk) - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[70](index=70&type=chunk) [Employees and Remuneration](index=24&type=section&id=Employees%20And%20Remuneration) As of June 30, 2025, the Group had 179 employees, a decrease from 301 in the prior year, with total staff costs decreasing to RMB 35.0 million, and the company offers competitive compensation and training - As of June 30, 2025, the Group had **179 employees**, compared to 301 employees as of June 30, 2024[71](index=71&type=chunk) - Total staff costs for the reporting period were approximately **RMB 35.0 million**, compared to approximately RMB 51.1 million in the same period last year[71](index=71&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=24&type=section&id=Purchase%2C%20Sale%20Or%20Redemption%20Of%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period[72](index=72&type=chunk) [Material Events After Reporting Period](index=24&type=section&id=Material%20Events%20After%20Reporting%20Period) As of the date of this announcement, no material events have occurred after the reporting period - As of the date of this announcement, no material events have occurred after the reporting period[73](index=73&type=chunk) [Legal Proceedings and Corporate Governance](index=24&type=section&id=Legal%20Proceedings%20And%20Corporate%20Governance) The Group is involved in significant legal proceedings, including a note default, loan recovery efforts, and an SFC petition, while maintaining compliance with corporate governance standards and reviewing interim results [Material Legal Proceedings](index=24&type=section&id=Material%20Legal%20Proceedings) The Group faces several material legal proceedings, including an issuer note default, loan recovery from third parties, and a petition filed by the SFC, actively pursuing legal actions and cooperating with regulatory reviews [Issuer Note Default Event](index=24&type=section&id=Issuer%20Note%20Default%20Event) A HKD 250 million secured note issued by Aobi Global Development Limited defaulted and remains partially unpaid as of June 30, 2025, with the new board appointing receivers and pursuing legal action, having recovered approximately RMB 11.0 million in principal and negotiating a comprehensive settlement - A secured note with a principal amount of **HKD 250,000,000** issued by Aobi Global Development Limited defaulted and remained not fully repaid as of June 30, 2025[74](index=74&type=chunk) - The new Board has engaged a Hong Kong law firm to issue demand letters to the issuer and appointed receivers to protect the collateral and the Company's interests[75](index=75&type=chunk)[76](index=76&type=chunk) - Through the efforts of the receivers, the issuer had repaid approximately **RMB 11,000,000** in principal as of June 30, 2025, and is in advanced negotiations with the issuer to formulate a comprehensive settlement plan[76](index=76&type=chunk) [Loans to Other Third Parties](index=25&type=section&id=Loans%20To%20Other%20Third%20Parties) Loans granted to third parties were fully impaired, but the company continues to pursue recovery, has taken legal action, received some interest repayments, recognized a reversal of loss provision for loans and interest, and obtained a final judgment for one loan, initiating enforcement measures - The balance of loans granted by the Group to other third parties was **RMB 397,894,000** as of December 31, 2022, which has been fully impaired[77](index=77&type=chunk) - The new Board has instructed legal counsel to initiate legal proceedings and has held multiple discussions with borrowers, making progress on repayment status[78](index=78&type=chunk) - The company obtained a final judgment against China Good Fortune Limited on June 6, 2025, and will take enforcement measures, including but not limited to winding-up[79](index=79&type=chunk) [Securities and Futures Commission Petition](index=27&type=section&id=SFCPetition) The SFC filed a petition regarding two corporate activities, requesting the appointment of external auditors to review internal control procedures; the company engaged an independent consultant for investigation and review, submitted a defense, and the SFC revised the petition to include subsidiaries as respondents and allege claims against Mr. Liu Jie and former directors for external loans - The Company received a petition from the SFC requesting the appointment of external auditors to review internal control procedures[80](index=80&type=chunk) - The company engaged Grandall International Consulting Limited to conduct an independent investigation and review of investment procedures, loan procedures, and internal control systems[80](index=80&type=chunk) - The SFC has amended the petition, adding subsidiaries as respondents and alleging claims against Mr. Liu Jie and certain former directors regarding external loans, seeking compensation[81](index=81&type=chunk) [Standard Code for Securities Transactions by Directors](index=28&type=section&id=Standard%20Code%20For%20Securities%20Transactions%20By%20Directors) Following specific inquiries, all directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules during the reporting period - Following specific inquiries made to the directors, all directors confirmed their compliance with the standards set out in the Model Code during the reporting period[83](index=83&type=chunk) [Compliance with Corporate Governance Code](index=28&type=section&id=Compliance%20With%20Corporate%20Governance%20Code) During the reporting period, the Company complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules - During the reporting period, the Company complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules[84](index=84&type=chunk) [Audit Committee and Review of Interim Results](index=28&type=section&id=Audit%20Committee%20And%20Review%20Of%20Interim%20Results) The Company's Audit Committee reviewed the Group's unaudited condensed consolidated interim results, confirming compliance with applicable accounting principles, standards, and requirements, with adequate disclosures and no objections to accounting treatments - The Audit Committee comprises three independent non-executive directors, in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code[85](index=85&type=chunk) - The Group's unaudited condensed consolidated interim results have been reviewed by the Audit Committee, which confirmed compliance with applicable accounting principles, standards, and requirements, and that adequate disclosures have been made[86](index=86&type=chunk) [Publication of Interim Results and Interim Report](index=29&type=section&id=Publication%20Of%20Interim%20Results%20And%20Interim%20Report) This announcement has been published on the HKEXnews website and the Company's website, and the interim report will be dispatched to shareholders and published on the aforementioned websites in due course - This announcement is published on the HKEXnews website (www.hkexnews.hk) and the Company's website (www.fingertango.com)[87](index=87&type=chunk) - The Group's 2025 interim report will be dispatched to shareholders of the Company who have elected to receive printed copies and will be published on the aforementioned websites in due course[87](index=87&type=chunk) [Acknowledgement and Board Members](index=29&type=section&id=Acknowledgement%20And%20Board%20Members) Dr. Chen Wenfeng, Chairman and Executive Director, on behalf of the Board, expressed gratitude to all stakeholders and outlined the Board's composition as of the announcement date - Dr. Chen Wenfeng, Chairman and Executive Director, on behalf of the Board, expressed gratitude to all employees, management team, users, and business partners for their support[88](index=88&type=chunk) - As of the date of this announcement, the Board comprises executive directors Dr. Chen Wenfeng and Ms. Li Nini, and independent non-executive directors Mr. Ye Chuanghe, Mr. Jiang Huihui, and Mr. Shan Haoquan[90](index=90&type=chunk)

Financial Performance - The company reported revenue of HKD 16,116,000 for the six months ended June 30, 2025, representing a slight increase of 1% compared to HKD 15,957,000 in the same period last year[3]. - Gross profit for the same period was HKD 11,448,000, up from HKD 11,328,000, indicating a year-on-year increase of approximately 1.06%[3]. - The company incurred a loss before tax of HKD 30,911,000, compared to a loss of HKD 24,126,000 in the previous year, reflecting an increase in losses of about 28.5%[3]. - Basic and diluted loss per share increased to HKD 6.96 from HKD 5.43, marking a year-on-year increase of approximately 28.3%[3]. - Total comprehensive loss for the period was HKD 28,827,000, compared to HKD 26,429,000 in the previous year, indicating an increase of about 9.06%[5]. - The operating loss for the six months ended June 30, 2025, was HKD 30,920,000, compared to an operating loss of HKD 24,152,000 for the same period in 2024, indicating a deterioration of 28%[13][15]. - The group reported a pre-tax loss of HKD 30,911,000 for the six months ended June 30, 2025, compared to a pre-tax loss of HKD 24,126,000 for the same period in 2024, reflecting an increase in losses of 28%[13][15]. - The loss attributable to equity holders for the six months ended June 30, 2025, was approximately HKD 30.9 million, an increase from HKD 24.1 million for the same period in 2024, mainly due to a fair value loss on investment properties of approximately HKD 18.6 million[53]. Assets and Liabilities - As of June 30, 2025, the company's total assets less current liabilities amounted to HKD (156,317,000), a decrease from HKD (127,330,000) at the end of the previous year[6]. - The company reported cash and cash equivalents of HKD 26,979,000, down from HKD 28,499,000, reflecting a decrease of approximately 5.34%[6]. - The company has significant uncertainties regarding its ability to continue as a going concern, with net current liabilities of HKD 173,058,000 as of June 30, 2025[9]. - The group had total assets of HKD 207,652,000 and total liabilities of HKD 364,464,000 as of June 30, 2025[13]. - The group's debt ratio as of June 30, 2025, was 65.4%, up from 54.8% as of December 31, 2024, attributed to the group's net debt situation[56]. Cash Flow and Receivables - As of June 30, 2025, accounts receivable (net of loss provisions) totaled HKD 25,611,000, a decrease from HKD 26,522,000 as of December 31, 2024[29]. - The group's notes receivable amounted to HKD 5,148,000 as of June 30, 2025, compared to HKD 3,997,000 as of December 31, 2024, indicating an increase of approximately 29%[30]. - Prepayments and other receivables totaled HKD 48,075,000 as of June 30, 2025, slightly down from HKD 48,964,000 as of December 31, 2024[31]. - Cash and cash equivalents decreased to HKD 20,815,000 as of June 30, 2025, from HKD 22,416,000 as of December 31, 2024[32]. - The group faced a cash freeze of approximately HKD 6,164,000 due to a court ruling related to a supplier's loan default[33]. - As of June 30, 2025, the group's bank cash was approximately HKD 27.0 million, a slight decrease from HKD 28.5 million as of December 31, 2024, with approximately HKD 6.2 million in cash deposits frozen due to a court ruling[54]. Operational Challenges - The business environment remains challenging, with no yacht sales recorded during the first half of 2025 due to low consumer sentiment and cautious investor behavior[39]. - The group is focusing on maintaining core businesses that generate reliable returns while seeking opportunities to enhance revenue and profitability[40]. - The group has implemented decisive reform measures to adapt to the complex business environment and improve operational efficiency[40]. - The private jet management segment reported no revenue for the six months ended June 30, 2025, and 2024, due to customer attrition and changes in travel behavior post-COVID-19[44]. - The yacht business faced challenges with no revenue recorded for the six months ended June 30, 2025, and a segment loss of approximately HKD 0.1 million, compared to a loss of HKD 14.3 million for the same period in 2024[45]. - The economic conditions in Saipan remain challenging, with tourism numbers at only half of pre-pandemic levels, impacting the local economy significantly[47]. Strategic Initiatives - The company plans to closely monitor and manage administrative expenses and future capital expenditures to improve its financial situation[9]. - A shareholder has agreed to provide financial support to ensure the company can meet its obligations in the foreseeable future[9]. - The group is exploring various strategies to enhance its yacht business, including transitioning to a light-asset, service-oriented model to mitigate risks[45]. - Management is committed to ongoing reforms and strategic initiatives to diversify the business and adapt to changing market conditions[50]. - Management is considering all possible options for the Saipan real estate assets, including potential sales to reallocate resources to higher-return investments[47]. Shareholder Information - As of June 30, 2025, the company had issued a total of 444,294,170 shares, with a shareholder deficit of approximately HKD 156.8 million[58]. - Major shareholders hold the following interests: Arrab Chalid and LLOYDS INVESTMENT GROUP FZCO each hold 68,500,000 shares, representing 15.42% of the total shares[78]. - Duan Hongtao holds 52,321,012 shares through Zhongying International Holdings Group Limited, representing 11.78% of the total shares[78]. - Chang Jung Yu holds 32,270,000 shares through Global Kingnature Limited, representing 7.26% of the total shares[78]. - The total number of issued shares as of June 30, 2025, is 444,294,170[78]. Governance and Compliance - The company faced challenges in complying with the listing rules regarding the number of independent non-executive directors and audit committee members, currently having only two independent non-executive directors[66]. - The audit committee, consisting of two independent non-executive directors, reviewed the interim results for the six months ending June 30, 2025[82]. - The unaudited interim results for the six months ending June 30, 2025, have been published on the Hong Kong Stock Exchange and the company's website[83]. - The company has adopted the standard code for securities transactions by directors and confirmed compliance as of June 30, 2025[76]. - There were no changes in the interests of directors and senior management in the company's shares or related securities as of June 30, 2025[77].

[Corporate Information](index=3&type=section&id=Corporate%20Information) This section provides essential details about the company's governance structure, key personnel, and registration information [Directors and Committees](index=4&type=section&id=Directors%20and%20Committees) The Board of Directors includes Executive Directors Ms. Ma Liangping (Chairperson) and Ms. Liu Huijing (CEO), and Independent Non-executive Directors Dr. Chan Siu Fung, Mr. Hui Wai Hung, and Mr. Pang Chun Yu, with key committees chaired by INEDs to ensure governance independence - Ms. Ma Liangping was appointed Executive Director and Chairperson on **May 30, 2025**[130](index=130&type=chunk)[132](index=132&type=chunk) - Ms. Liu Huijing serves as Executive Director and CEO, and a member of the Nomination Committee[131](index=131&type=chunk)[133](index=133&type=chunk) - Mr. Pang Chun Yu chairs both the Audit Committee and Remuneration Committee, while Dr. Chan Siu Fung chairs the Nomination Committee[13](index=13&type=chunk)[14](index=14&type=chunk) [Company Details](index=5&type=section&id=Company%20Details) The company is registered in the Cayman Islands, with its Hong Kong head office located in China Huarong Tower, Wan Chai, and uses HSBC as its principal bank and BDO Limited as its auditor - The company's registered office is in the Cayman Islands, and its Hong Kong head office is on the 25th Floor, China Huarong Tower, Gloucester Road, Wan Chai[15](index=15&type=chunk)[16](index=16&type=chunk) - The principal bankers are The Hongkong and Shanghai Banking Corporation Limited, and the auditor is BDO Limited[16](index=16&type=chunk)[17](index=17&type=chunk) - The company's stock code is **8412**, and its official website is www.new-amante.com[16](index=16&type=chunk)[17](index=17&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) This statement outlines the Group's business environment, strategic responses, financial performance, and future outlook [Business Environment and Strategy](index=6&type=section&id=Business%20Environment%20and%20Strategy) The Group faces multiple challenges from Hong Kong's economic environment, northbound consumption trends, and declining consumer spending, prompting a cautious evaluation of restarting F&B operations in Hong Kong and active exploration of regional and business structure optimization, particularly in mainland China - The Group's business faces multiple challenges, including changes in the overall economic environment, northbound consumption trends, and a general decline in consumer spending power[20](index=20&type=chunk)[22](index=22&type=chunk) - The Group will cautiously assess the feasibility of restarting restaurant and catering businesses in Hong Kong and actively explore adjustments and optimization of regional and business structures, especially by continuously expanding into the mainland China consumer market[20](index=20&type=chunk)[22](index=22&type=chunk) - New business initiatives include launching bottled water supply in mainland China, restarting restaurant and bar operations, and exploring chain stores or online platforms in mainland China to build a diversified "product + channel" superimposed business model[23](index=23&type=chunk)[26](index=26&type=chunk) [Financial Performance Summary](index=6&type=section&id=Financial%20Performance%20Summary) During the reporting period, Group revenue decreased by 56.5% to HK$38,838 thousand year-on-year, but net loss significantly narrowed by 77.9% to HK$3,822 thousand, primarily due to reduced operating expenses from the closure of nightclub FAYE, reversal of trade receivables, and disposal of Wanchai Amante Shop 2025 and 2024 Key Financial Data Comparison | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change | Change Rate | Source | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 38,838 | 89,245 | -50,407 | -56.5% | chunk_num:[21, 22] | | Net Loss | 3,822 | 17,321 | -13,499 | -77.9% | chunk_num:[21, 22] | - The improvement in net loss is mainly due to reduced operating expenses such as marketing and staff costs following the closure of nightclub "FAYE", the reversal of trade receivables written off in the prior period, and reduced property rental and related expenses from the disposal of Wanchai Amante Shop[21](index=21&type=chunk)[22](index=22&type=chunk) [Future Outlook and Acknowledgement](index=7&type=section&id=Future%20Outlook%20and%20Acknowledgement) The Board remains cautiously optimistic about the Group's prospects, aiming to strengthen core business competitiveness, adjust strategies to market changes, and create sustainable shareholder value through optimized resource allocation, improved operational efficiency, and innovative business models, focusing on profitability and operational resilience - The Board remains cautiously optimistic about the Group's prospects, committed to strengthening core business competitiveness and adjusting strategies to adapt to market changes[24](index=24&type=chunk)[26](index=26&type=chunk) - The Group will combine business development strategies and specific pathways to provide diversified value-added products and services, explore new business opportunities, and expand its business and product portfolio[24](index=24&type=chunk)[26](index=26&type=chunk) - Management will create sustainable value for shareholders by optimizing resource allocation, enhancing operational efficiency, and innovating business models, focusing on improving profitability and strengthening operational resilience[24](index=24&type=chunk)[26](index=26&type=chunk) [Financial Highlights](index=9&type=section&id=Financial%20Highlights) This section provides a concise overview of the Group's key financial performance indicators for the reporting period [Key Financial Information](index=9&type=section&id=Key%20Financial%20Information) For the year ended May 31, 2025, the Group's revenue was HK$38,838 thousand, a 56.5% decrease year-on-year, while loss and total comprehensive income for the year was HK$3,822 thousand, a 77.9% decrease year-on-year, with no dividend payment recommended by the Board 2025 and 2024 Key Financial Information | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 38,838 | 89,245 | -56.5% | | Changes in inventories | (25,946) | (27,714) | -6.4% | | Depreciation of property, plant and equipment | (2,805) | (5,589) | -49.8% | | Depreciation of right-of-use assets | (6,159) | (14,185) | -56.6% | | Reversal of trade receivables written off | 2,226 | – | N/A | | Write-off of trade and other receivables | – | (5,571) | N/A | | Loss before income tax | (1,751) | (16,118) | -89.1% | | Loss and total comprehensive income for the year | (3,822) | (17,321) | -77.9% | - The decrease in revenue is primarily due to the cessation of operations of the nightclub "FAYE" on **August 4, 2024**, upon lease expiry[31](index=31&type=chunk)[34](index=34&type=chunk) - The reduction in loss and total comprehensive income is mainly attributable to decreased operating expenses following the closure of nightclub "FAYE", the reversal of trade receivables written off in the prior period, and reduced property rental and related expenses from the disposal of Wanchai Amante Shop[32](index=32&type=chunk)[34](index=34&type=chunk) - The Board does not recommend the payment of any dividend for the reporting period (2024: nil)[33](index=33&type=chunk)[35](index=35&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's business operations, financial performance, liquidity, and future strategies [Business Review](index=10&type=section&id=Business%20Review) During the reporting period, the Group primarily engaged in club and entertainment operations and catering services, experiencing a significant 56.5% decline in club and entertainment business revenue due to the closure of nightclub Faye upon lease expiry and the disposal of Wanchai Amante Shop - The Group's principal businesses include operating club and entertainment operations and catering services[37](index=37&type=chunk)[40](index=40&type=chunk) - Nightclub Faye ceased operations on **August 4, 2024**, upon lease expiry, and Wanchai Amante Shop was disposed of at the end of **April 2025**[39](index=39&type=chunk)[42](index=42&type=chunk) Revenue Change in Club and Entertainment Business | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue from club and entertainment operations | 38,838 | 89,245 | -50,407 | -56.5% | [Financial Review](index=10&type=section&id=Financial%20Review) This section details changes in revenue, inventory, other income and gains, advertising and marketing expenses, employee benefits expenses, depreciation, and other expenses, concluding with a significant improvement in loss before income tax and loss for the year 2025 and 2024 Key Financial Indicators Change | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | Source | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 38,838 | 89,245 | -50,407 | -56.5% | chunk_num:[46, 48] | | Changes in inventories | (25,946) | (27,714) | 1,768 | -6.4% | chunk_num:[47, 49] | | Other income and gains | 9,940 | 4,283 | 5,657 | +132.1% | chunk_num:[51, 54] | | Advertising and marketing expenses | (1,554) | (14,650) | 13,096 | -89.4% | chunk_num:[52, 55] | | Employee benefits expenses | (9,032) | (20,809) | 11,777 | -56.6% | chunk_num:[53, 56] | | Total depreciation | (8,964) | (19,774) | 10,810 | -54.7% | chunk_num:[57, 61] | | Other expenses | (7,292) | (20,323) | 13,031 | -64.1% | chunk_num:[58, 62] | | Loss before income tax | (1,751) | (16,118) | 14,367 | -89.1% | chunk_num:[59, 63] | | Loss and total comprehensive income for the year | (3,822) | (17,321) | 13,499 | -77.9% | chunk_num:[60, 64] | - The increase in other income and gains is mainly due to gains on disposal of certain subsidiaries and reversal of other payables[51](index=51&type=chunk)[54](index=54&type=chunk) - The significant reduction in advertising and marketing expenses, employee benefits expenses, depreciation, and other expenses is primarily attributable to the cessation of operations of nightclub "Faye" and the disposal of Wanchai Amante Shop[52](index=52&type=chunk)[53](index=53&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) [Financial Position, Liquidity and Financial Resources](index=14&type=section&id=Financial%20Position,%20Liquidity%20and%20Financial%20Resources) During the reporting period, the Group's operating activities shifted from net cash inflow to a net cash outflow of HK$5,099 thousand, with cash and bank balances of approximately HK$1,549 thousand as of May 31, 2025, and an improved current ratio of 1.06 and a debt-to-equity ratio of 13.6% 2025 and 2024 Liquidity Indicators | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Source | | :--- | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (5,099) | 5,885 | -10,984 | chunk_num:[65, 69] | | Cash and bank balances | 1,549 | 1,816 | -267 | chunk_num:[66, 69] | | Current ratio | 1.06 | 0.68 | +0.38 | chunk_num:[66, 69] | | Debt-to-equity ratio | 13.6% | 0% | +13.6% | chunk_num:[66, 69] | - The shift in operating cash flow is mainly due to a decrease in trade and other payables and contract liabilities[65](index=65&type=chunk)[69](index=69&type=chunk) - The improvement in the current ratio is primarily due to a decrease in trade and other payables resulting from the disposal of certain subsidiaries and the cessation of operations of nightclub "Faye", as well as a reduction in amounts due to non-controlling interests and other borrowings[66](index=66&type=chunk)[69](index=69&type=chunk) [Auditor's Disclaimer of Opinion](index=14&type=section&id=Auditor's%20Disclaimer%20of%20Opinion) The auditor issued a disclaimer of opinion on the Group's consolidated financial statements for the year ended May 31, 2025, primarily due to going concern issues, as the Group recorded a net loss and limited cash balance, coupled with a significant revenue decline from nightclub closure and cigar shop disposal, raising substantial uncertainty about its ability to continue as a going concern - The auditor has issued a disclaimer of opinion on the Group's consolidated financial statements for the reporting period, which arose entirely from the Group's going concern issues[67](index=67&type=chunk)[70](index=70&type=chunk) - The net loss is mainly due to the cessation of the nightclub business after its lease expired, a business that had contributed higher profit margins to the Group in previous years[68](index=68&type=chunk)[71](index=71&type=chunk) - The Group recorded a net loss of **HK$3,822 thousand**, with cash and cash equivalents of only **HK$1,549 thousand**, and a significant **56.5%** decrease in revenue due to the nightclub closure and cigar shop disposal, indicating material uncertainty[237](index=237&type=chunk)[240](index=240&type=chunk) [Proposed Measures and Business Adjustments](index=15&type=section&id=Proposed%20Measures%20and%20Business%20Adjustments) To address going concern issues, Group management is optimistic about working capital for the next 18 months and has implemented/will implement measures including shareholder loan financing, director financial support, strict cost control, adjusting existing Hong Kong businesses, and actively expanding new businesses in mainland China such as bottled water supply, sparkling wine/spirits, restarting restaurants, and exploring tea beverages - The Group has entered into a **24-month loan financing agreement** with a shareholder for **HK$20,000,000** to support liquidity needs[74](index=74&type=chunk) - From **June to August 2025**, the Group received financial support of approximately **HK$2,400,000** from a director[74](index=74&type=chunk) - The Group will continue to implement strict cost control measures, closely monitoring and reducing operating and administrative costs and expenses[73](index=73&type=chunk)[74](index=74&type=chunk) - New business initiatives include launching bottled water supply in China, exploring cooperation with Chinese wineries to introduce sparkling and health wines, acquiring a **51% equity interest** in a Chengdu restaurant bar (with the remaining **49%** now acquired), and researching the development of tea beverages and related businesses[77](index=77&type=chunk)[79](index=79&type=chunk)[84](index=84&type=chunk)[252](index=252&type=chunk)[253](index=253&type=chunk)[254](index=254&type=chunk) - Adjustments to existing Hong Kong businesses include the disposal of Wanchai Amante Shop, exploring relocation of Amante House to reduce costs, and closely monitoring LKF Lounge operations, potentially introducing new products[80](index=80&type=chunk) [Capital Structure](index=18&type=section&id=Capital%20Structure) As of May 31, 2025, equity attributable to owners of the Company was approximately HK$8,681 thousand, an increase from HK$4,313 thousand in 2024, as the Group raised approximately HK$9,250 thousand net proceeds in September 2024 through new share subscriptions, used for loan repayment and general working capital Equity Attributable to Owners of the Company | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 8,681 | 4,313 | 4,368 | +101.3% | - On **September 24, 2024**, the Company entered into a subscription agreement with a subscriber to subscribe for **20,370,000 shares** at **HK$0.46 per share**, raising net proceeds of approximately **HK$9,250 thousand**[93](index=93&type=chunk)[94](index=94&type=chunk) - The net proceeds were fully utilized to repay loans of approximately **HK$3,100 thousand** and for the Group's general working capital of approximately **HK$6,150 thousand**[94](index=94&type=chunk)[98](index=98&type=chunk) [Events After the Reporting Period](index=19&type=section&id=Events%20After%20the%20Reporting%20Period) Subsequent to the reporting period, the Group completed the acquisition of full equity in a Chengdu restaurant bar in August 2025, making it a wholly-owned subsidiary, and the consideration for the disposal of Wanchai Amante Shop will be settled by offsetting future procurement payments - The Group completed the acquisition of the entire equity interest in a Chengdu restaurant bar in **August 2025**, making it a wholly-owned subsidiary of the Group[95](index=95&type=chunk)[99](index=99&type=chunk) - The consideration of **HK$1,800,000** for the disposal of Wanchai Amante Shop will be settled by offsetting future procurement payments made by the Group to the former shareholder of the Company[96](index=96&type=chunk)[99](index=99&type=chunk) [Principal Risks and Uncertainties](index=19&type=section&id=Principal%20Risks%20and%20Uncertainties) Key risks faced by the Group include intense competition in Hong Kong's F&B and entertainment sectors, fluctuating property lease costs, and reliance on a single largest supplier, with the Board closely monitoring expansion plans and continuously reviewing business objectives and strategies to address market uncertainties - The Hong Kong F&B and entertainment industry is highly competitive, and expanding the store network faces multiple risks including site selection, lease agreements, government approvals, personnel recruitment, customer demand, and economic conditions[101](index=101&type=chunk) - All of the Group's properties are leased or licensed, exposing it to risks of commercial real estate market fluctuations, rent increases, and non-renewal of leases, which could lead to decreased sales and relocation costs[103](index=103&type=chunk) - The Group's purchases from its largest supplier account for approximately **57.2%** of total purchases, and any reduction or cessation of supply could lead to operational disruptions and increased costs[103](index=103&type=chunk) - Directors will closely monitor the progress of expansion plans and continuously review and evaluate business objectives and strategies to promptly address business risks and market uncertainties[104](index=104&type=chunk)[110](index=110&type=chunk) [Other Financial and Operational Information](index=21&type=section&id=Other%20Financial%20and%20Operational%20Information) During the reporting period, the Group held no significant investments, undertook no major acquisitions or disposals of subsidiaries (other than disclosed), paid no dividends, and faced no significant foreign exchange risk as most transactions were HKD-denominated; the Group had no significant capital commitments or contingent liabilities but was involved in potential litigation, with employee numbers decreasing and remuneration policy aiming to attract and motivate talent - During the reporting period, the Group held no significant investments and did not undertake any significant acquisitions or disposals of subsidiaries (other than those disclosed)[105](index=105&type=chunk)[106](index=106&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) - The Group neither paid nor declared any dividends during the reporting period, and as most transactions are denominated in Hong Kong Dollars, it did not face significant foreign exchange risk[107](index=107&type=chunk)[108](index=108&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - As of **May 31, 2024 and 2025**, the Group had no capital commitments or significant contingent liabilities, but was involved in potential litigation[109](index=109&type=chunk)[115](index=115&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) Employee Numbers and Benefits Expenses | Indicator | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Number of employees | 86 | 149 | -63 | -42.3% | | Employee benefits expenses (HK$ thousand) | 9,032 | 20,809 | -11,777 | -56.6% | - The Group's remuneration policy aims to ensure that compensation is competitive, aligned with job responsibilities, and effective in attracting, retaining, and motivating employees[120](index=120&type=chunk)[124](index=124&type=chunk) [Outlook](index=22&type=section&id=Outlook) Company management is committed to exploring new opportunities and business models in consumer sectors like food and beverages, integrating these new ventures with existing operations, and will progressively implement strategic adjustments along three main lines to enhance profitability and operational resilience - Company management is committed to exploring new opportunities and business models in consumer sectors such as food and beverages across various regions, and integrating these new businesses with the Group's existing operations[125](index=125&type=chunk) - The Group will progressively implement strategic adjustments along three main lines: "Hong Kong to mainland China integration", "from relatively single category to gradual diversification", and "from products to superimposed channels"[127](index=127&type=chunk)[128](index=128&type=chunk) - The Group will create sustainable value for shareholders by optimizing resource allocation, enhancing operational efficiency, and innovating business models, focusing on improving profitability and strengthening operational resilience[127](index=127&type=chunk)[128](index=128&type=chunk) [Biographical Details of Directors](index=24&type=section&id=Biographical%20Details%20of%20Directors) This section provides detailed biographical information for the Company's Executive and Independent Non-executive Directors [Executive Directors](index=24&type=section&id=Executive%20Directors) Ms. Ma Liangping was appointed Executive Director and Chairperson on May 30, 2025, bringing extensive experience in corporate governance, financial management, and brand building, while Ms. Liu Huijing, appointed Executive Director and CEO on April 3, 2023, has rich experience in entertainment, brand promotion, and business management - Ms. Ma Liangping was appointed Executive Director and Chairperson on **May 30, 2025**, and has been with Sichuan Ruifeng Investment Management Group Co., Ltd. since **2008**, responsible for hotel and fast-moving consumer goods sales management[130](index=130&type=chunk)[132](index=132&type=chunk) - Ms. Liu Huijing was appointed Executive Director on **April 3, 2023**, currently serves as CEO, and previously worked at New Bright International Group Limited, responsible for high-end luxury brand marketing and brand management[131](index=131&type=chunk)[133](index=133&type=chunk) [Independent Non-executive Directors](index=25&type=section&id=Independent%20Non-executive%20Directors) Dr. Chan Siu Fung, appointed November 22, 2024, has extensive experience in public policy, law, and strategic research; Mr. Pang Chun Yu, appointed January 22, 2021, is a Fellow of the Hong Kong Institute of Certified Public Accountants; and Mr. Hui Wai Hung, appointed February 16, 2021, has over six years of experience in the retail and F&B industries - Dr. Chan Siu Fung was appointed Independent Non-executive Director on **November 22, 2024**, holds a Doctor of Laws degree, and possesses extensive experience in public policy, law, strategic research, administrative management, financial investment, corporate governance, and business cooperation[134](index=134&type=chunk)[137](index=137&type=chunk) - Mr. Pang Chun Yu was appointed Independent Non-executive Director on **January 22, 2021**, is a Fellow of the Hong Kong Institute of Certified Public Accountants, and previously served as Financial Controller of Guangshang Culture Hong Kong Limited and Financial Manager of Television Broadcasts Limited[145](index=145&type=chunk)[147](index=147&type=chunk) - Mr. Hui Wai Hung was appointed Independent Non-executive Director on **February 16, 2021**, holds a Bachelor's degree in Accounting and Finance, and has over six years of experience in the retail and food and beverage industries[146](index=146&type=chunk)[147](index=147&type=chunk) [Corporate Governance Report](index=28&type=section&id=Corporate%20Governance%20Report) This report details the Company's commitment to maintaining high standards of corporate governance, including its practices, board structure, committee functions, and compliance with regulatory requirements [Corporate Governance Practices and Structure](index=28&type=section&id=Corporate%20Governance%20Practices%20and%20Structure) The Company is committed to high corporate governance standards, adopting the Corporate Governance Code, with deviations during the period (Nomination Committee gender composition and combined Chairman/CEO roles) having been rectified, and the Board responsible for strategy, performance monitoring, and risk management, supported by Audit, Remuneration, and Nomination Committees - The Company has complied with the Corporate Governance Code throughout the reporting period, with deviations from newly effective Code Provisions B.3.5 (gender composition of the Nomination Committee) and C.2.1 (separation of Chairman and Chief Executive roles) having been rectified[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[155](index=155&type=chunk) - The Board is responsible for formulating strategies, monitoring performance, and managing risks, and has established an Audit Committee, a Remuneration Committee, and a Nomination Committee, each fulfilling its duties according to its terms of reference[158](index=158&type=chunk)[161](index=161&type=chunk) - The Company's management provides quarterly updates to the Board to fulfill its duties and provides important updates to the Board as early as possible[153](index=153&type=chunk)[156](index=156&type=chunk) [Board of Directors](index=29&type=section&id=Board%20of%20Directors) As of May 31, 2025, the Board comprises five directors, including two executive and three independent non-executive directors, responsible for leading the company and its strategic development to shareholders, with all directors complying with securities dealing codes and meeting GEM Listing Rules requirements for independent non-executive directors - As of **May 31, 2025**, the Board of Directors comprises five directors: Ms. Ma Liangping (Chairperson), Ms. Liu Huijing (Chief Executive Officer), Dr. Chan Siu Fung, Mr. Hui Wai Hung, and Mr. Pang Chun Yu[163](index=163&type=chunk) - The Board is responsible for leading the Company, collectively driving the Group's success through guidance and oversight of its affairs, and is accountable to the Company's shareholders for the Group's strategic development[166](index=166&type=chunk)[167](index=167&type=chunk) - All Directors have confirmed their compliance with the Model Code for Securities Transactions by Directors[159](index=159&type=chunk)[162](index=162&type=chunk) - The Company has three Independent Non-executive Directors, with at least one possessing appropriate financial management expertise, in compliance with the GEM Listing Rules[173](index=173&type=chunk) [Board Committees](index=33&type=section&id=Board%20Committees) The Company has Remuneration, Nomination, and Audit Committees, with the Remuneration Committee setting compensation policy, the Nomination Committee reviewing board composition and director appointments, and the Audit Committee overseeing internal control systems and financial reporting, all chaired by Independent Non-executive Directors to ensure independence - The Remuneration Committee, established on **March 14, 2017**, is responsible for monitoring the remuneration policy and structure for all Directors and senior management, ensuring competitive and effective incentives for employees[188](index=188&type=chunk)[189](index=189&type=chunk)[192](index=192&type=chunk)[194](index=194&type=chunk) - The Nomination Committee, established on **March 14, 2017**, is responsible for reviewing the Board's composition, making recommendations on director appointments and succession planning, assessing the independence of Independent Non-executive Directors, and reviewing the Board Diversity Policy[203](index=203&type=chunk)[208](index=208&type=chunk) - The Audit Committee, established on **March 14, 2017**, is responsible for reviewing the Group's financial information, reviewing the relationship and terms of engagement with external auditors, and reviewing the Company's financial reporting system, internal control system, and risk management system[215](index=215&type=chunk)[217](index=217&type=chunk) - As of **May 31, 2025**, the Remuneration Committee, Nomination Committee, and Audit Committee are all chaired by Independent Non-executive Directors[194](index=194&type=chunk)[214](index=214&type=chunk)[217](index=217&type=chunk) [Key Governance Policies](index=38&type=section&id=Key%20Governance%20Policies) The Company has adopted a dividend policy to guide dividend distribution, considering financial performance, working capital, and economic conditions, while the Board and Audit Committee maintain sound internal control and risk management systems, reviewing their effectiveness annually, and the Audit Committee has reviewed the auditor's disclaimer of opinion and agreed with management's proposed going concern measures - The Company has adopted a dividend policy, where the Board considers factors such as the Group's actual and expected financial performance, working capital needs, capital expenditure requirements, and future expansion plans when deciding whether to recommend and determine the amount of dividends[221](index=221&type=chunk)[222](index=222&type=chunk) - The Board and Audit Committee are responsible for maintaining a sound and effective internal control system to safeguard the Group's assets and shareholders' interests, and annually review and monitor the effectiveness of the Company's internal control and risk management systems[225](index=225&type=chunk)[227](index=227&type=chunk) - The Audit Committee has thoroughly reviewed the auditor's disclaimer of opinion, management's position on the disclaimer, and the proposed measures taken by the Group to address the disclaimer, and has agreed with management's position[255](index=255&type=chunk)[260](index=260&type=chunk) - The Board believes the proposed measures are feasible and sufficient to resolve the disclaimer of opinion, anticipating that the disclaimer may be withdrawn in the next auditor's report or that the financial position will improve[256](index=256&type=chunk)[260](index=260&type=chunk) [Auditor and Compliance](index=46&type=section&id=Auditor%20and%20Compliance) The Company has established procedures for handling and disseminating inside information, ensuring timely, fair, accurate, true, and complete disclosure, with the Company Secretary ensuring board procedures compliance and facilitating communication, and BDO Limited serving as the Group's auditor, whose appointment and non-audit functions are reviewed by the Audit Committee, while all directors engage in continuous professional development - The Group has established procedures and internal controls for handling and disseminating inside information, ensuring timely, fair, accurate, true, and complete disclosure of information[265](index=265&type=chunk)[269](index=269&type=chunk) - Ms. Sun Rui, the Company Secretary, is responsible for ensuring compliance with Board procedures and facilitating communication among Directors, and with shareholders and management, having received no less than **15 hours** of relevant professional training[270](index=270&type=chunk)[271](index=271&type=chunk)[272](index=272&type=chunk) Auditor's Remuneration | Service Type | Fee (HK$ thousand) | | :--- | :--- | | Audit services | 600 | | Total | 600 | - Except for Ms. Ma Liangping, who was appointed on **May 30, 2025**, all existing Directors have participated in continuous professional development and/or induction to develop and update their knowledge and skills[277](index=277&type=chunk)[278](index=278&type=chunk) [Shareholder Communication](index=48&type=section&id=Shareholder%20Communication) The Company is committed to high transparency, updating shareholders on business developments and financial performance through annual, interim, and quarterly reports, and its corporate website, while shareholders can request extraordinary general meetings or nominate directors according to the Articles of Association and submit written inquiries to the Board via email or post - The Company updates shareholders on the latest business developments and financial performance through annual, interim, and quarterly reports, as well as its corporate website (www.new-amante.com)[286](index=286&type=chunk)[290](index=290&type=chunk) - Shareholders holding not less than **10%** of the voting rights can request an extraordinary general meeting in accordance with Article 64 of the Articles of Association[289](index=289&type=chunk)[292](index=292&type=chunk) - Shareholders can nominate individuals for election as Directors in accordance with Article 113 of the Articles of Association[294](index=294&type=chunk)[296](index=296&type=chunk) - Shareholders can submit written inquiries to the Board via email at info@new-amante.com or by post[295](index=295&type=chunk)[297](index=297&type=chunk) [Environmental, Social and Governance Report](index=51&type=section&id=ESG%20Report) This report outlines the Group's commitment and performance in environmental, social, and governance aspects, adhering to relevant guidelines and stakeholder expectations [Report Overview and Governance](index=51&type=section&id=Report%20Overview%20and%20Governance) This ESG report, prepared under Appendix C2 of the GEM Listing Rules, covers the Group's club, entertainment, and restaurant operations in Hong Kong, with the Board holding overall responsibility for ESG strategy and reporting, and management executing and monitoring, while annual materiality assessments identify significant ESG issues - This Environmental, Social and Governance Report is prepared in accordance with the "Environmental, Social and Governance Reporting Guide" set out in Appendix C2 of the GEM Listing Rules, covering the Group's club, entertainment, and restaurant business operations in Hong Kong[299](index=299&type=chunk)[301](index=301&type=chunk)[304](index=304&type=chunk)[321](index=321&type=chunk)[326](index=326&type=chunk) - The Board holds overall responsibility for the Company's environmental, social, and governance strategy and reporting, as well as monitoring and managing ESG-related risks[305](index=305&type=chunk)[308](index=308&type=chunk) - The Group conducts annual materiality assessments, through interviews and surveys with internal and external stakeholders, to identify environmental, social, and operational issues that have a significant impact on the Company's business and stakeholders' concerns[310](index=310&type=chunk)[311](index=311&type=chunk)[315](index=315&type=chunk)[331](index=331&type=chunk)[334](index=334&type=chunk) - During the reporting period, the Group had no members involved in any material breaches or non-compliance with any applicable environmental laws or regulations, or laws or regulations related to employment, employee health and safety, labor standards, product and service responsibility, or corruption that would have a significant impact on the Company or the Group[307](index=307&type=chunk)[312](index=312&type=chunk) [Stakeholder Engagement and Materiality](index=54&type=section&id=Stakeholder%20Engagement%20and%20Materiality) The Group engages with stakeholders including shareholders, government, employees, customers, suppliers, and the public through various channels to understand their expectations and concerns, integrating feedback into decision-making, with a materiality assessment identifying 24 key ESG issues such as GHG emissions, energy/water consumption, employee welfare, OHS, supply chain management, customer privacy, and anti-corruption - The Group interacts with stakeholders including shareholders, government and regulatory authorities, employees, customers, suppliers, society, and the public through online and offline communication channels to understand their expectations and key concerns[327](index=327&type=chunk)[329](index=329&type=chunk) - The materiality assessment identified **24 ESG issues**, covering greenhouse gas emissions, energy consumption, employee benefits, occupational health and safety, training and development, supply chain management, customer privacy, anti-corruption, and community investment[332](index=332&type=chunk)[334](index=334&type=chunk) - The Group has set ESG-related targets and regularly reviews progress to provide strategic direction for all operations[317](index=317&type=chunk)[323](index=323&type=chunk) [Environmental Performance](index=57&type=section&id=Environmental%20Performance) The Group's club, entertainment, and restaurant operations generate noise, light, gas, and GHG emissions, with strict compliance to environmental regulations and measures to reduce emissions and resource consumption; during the reporting period, total GHG emissions and energy/water consumption intensity significantly decreased, with a target to reduce emissions by 5% by 2028, and the Group also addresses climate change risks with response plans - The Group primarily operates club, entertainment, and restaurant businesses in Hong Kong, with associated emissions including noise, light, gas, and greenhouse gas emissions[342](index=342&type=chunk)[348](index=348&type=chunk) 2025 and 2024 Greenhouse Gas Emissions Data | Environmental Indicator | Unit | 2025 | 2024 | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Direct emissions (Scope 1) | tonnes CO2e | 0.1 | 0.2 | -50.0% | | Indirect emissions (Scope 2) | tonnes CO2e | 54.6 | 142.2 | -61.6% | | Other indirect emissions (Scope 3) | tonnes CO2e | 0.2 | 10.5 | -98.1% | | Total GHG emissions | tonnes CO2e | 54.9 | 152.9 | -64.0% | | GHG emissions intensity | tonnes CO2e/HK$ million revenue | 1.4 | 1.7 | -17.6% | - The Group has set a target to reduce Scope 1, Scope 2, and Scope 3 greenhouse gas emissions intensity by **5%** by **2028**, and is currently making progress[364](index=364&type=chunk) 2025 and 2024 Resource Consumption Data | Resource Consumption | Unit | 2025 | 2024 | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Electricity consumption | kWh | 91,032 | 215,446 | -57.8% | | Gas consumption | kWh | – | 487 | -100.0% | | Total energy consumption | kWh | 91,032 | 215,933 | -57.9% | | Energy consumption intensity | kWh/HK$ million revenue | 2,343.9 | 2,426.2 | -3.4% | | Water consumption | cubic meters | 251 | 1,475 | -83.0% | | Water consumption intensity | cubic meters/HK$ million revenue | 6.5 | 16.6 | -60.8% | - The Group has set a target to reduce energy consumption intensity and water consumption intensity by **5%** by **2028**, and is currently making progress[386](index=386&type=chunk) - The Group has increased its awareness of climate change risks and regularly reviews global and local government policies, regulatory updates, and market trends to identify potential climate-related risks[393](index=393&type=chunk)[395](index=395&type=chunk)[397](index=397&type=chunk) [Social Performance](index=66&type=section&id=Social%20Performance) The Group is committed to providing a fair, safe, and respectful employment environment, prohibiting discrimination and offering competitive compensation, though employee numbers decreased and turnover increased during the reporting period; the Group follows occupational safety and health guidelines, ensures workplace safety, provides training, strictly adheres to labor standards, and prioritizes product/service quality, cost, and supplier ESG attitudes in supply chain management, with clear policies on product responsibility, data privacy, and intellectual property protection - The Group is an equal opportunity employer, prohibiting any discrimination based on age, gender, race, color, sexual orientation, disability, or marital status, and provides equal opportunities for all employees[401](index=401&type=chunk)[402](index=402&type=chunk)[403](index=403&type=chunk) 2025 and 2024 Employee Distribution and Turnover Rate | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total number of employees | 86 | 149 | | Percentage of male employees | 54.7% | 59.7% | | Percentage of female employees | 45.3% | 40.3% | | Percentage of employees under 30 | 34.9% | 54.3% | | Percentage of employees aged 30-50 | 54.7% | 40.3% | | Percentage of employees over 50 | 10.4% | 5.4% | | Percentage of full-time employees | 46.5% | 32.9% | | Percentage of part-time employees | 53.5% | 67.1% | | Percentage of employees in Hong Kong | 100% | 100% | | Total employee turnover rate | 68.6% | 53.7% | - The Group follows safety manuals issued by the Occupational Safety and Health Council and engages third-party security companies to provide security services for its clubs to ensure workplace safety[416](index=416&type=chunk)[419](index=419&type=chunk)[418](index=418&type=chunk)[421](index=421&type=chunk) 2025 and 2024 Training Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Percentage of employees trained | 16% | 14% | | Average training hours per employee | 1.7 | 4.0 | - The Group strictly complies with all laws and regulations against child labor and forced labor, and employs staff based on fair, open, and voluntary principles[435](index=435&type=chunk)[436](index=436&type=chunk)[440](index=440&type=chunk) - Supplier selection criteria include product and service quality, cost, reputation, service, flexibility, delivery efficiency, past performance, relationship with the Group, and the supplier's attitude towards environmental and social matters[439](index=439&type=chunk)[442](index=442&type=chunk) - The Group is committed to providing high-quality services and products and has a customer complaint handling mechanism; no product recalls or related complaints were reported during the reporting period[449](index=449&type=chunk)[450](index=450&type=chunk)[451](index=451&type=chunk)[452](index=452&type=chunk) - The Group has implemented internal control measures to ensure the confidentiality of operational data and is committed to complying with intellectual property-related laws and regulations[453](index=453&type=chunk)[456](index=456&type=chunk)[457](index=457&type=chunk) [Governance and Community](index=76&type=section&id=Governance%20and%20Community) The Group strictly prohibits corruption, fraud, bribery, and other commercial misconduct, with the Audit Committee conducting full investigations, and provides anti-corruption education and training to directors and senior management, while caring for its community and striving to promote social harmony and stability - The Group strictly prohibits corruption, fraud, bribery, forgery, extortion, money laundering, and any other forms of commercial fraud, with the Audit Committee initiating full investigations[460](index=460&type=chunk)[464](index=464&type=chunk) - The Company provides anti-corruption education and training materials to its Directors and senior management to enhance their ethical awareness and eliminate corruption incidents[461](index=461&type=chunk)[464](index=464&type=chunk) - The Group cares for its community and is willing to help those in need to promote social harmony and stability[463](index=463&type=chunk)[466](index=466&type=chunk) [Report of the Directors](index=77&type=section&id=Report%20of%20the%20Directors) This report provides an overview of the Company's business, financial performance, capital structure, and governance matters [Company and Business Overview](index=77&type=section&id=Company%20and%20Business%20Overview) The Company is an investment holding company, with its principal activities being club and entertainment operations and catering services, incorporated in the Cayman Islands, and its shares listed on GEM of the Stock Exchange, with business and financial review details provided in the Management Discussion and Analysis section - The Company is an investment holding company, and the Group's principal businesses include operating club and entertainment operations and catering services[469](index=469&type=chunk)[475](index=475&type=chunk) - The Company was incorporated in the Cayman Islands as a limited liability company, and its shares are listed on GEM of The Stock Exchange[468](index=468&type=chunk)[474](index=474&type=chunk) - Details of the business review are set out in the "Management Discussion and Analysis" section[471](index=471&type=chunk)[478](index=478&type=chunk) [Financial Performance and Capital](index=77&type=section&id=Financial%20Performance%20and%20Capital) As of May 31, 2025, the Company had no distributable reserves, the Board does not recommend a final dividend, and no charitable donations were made during the reporting period; purchases from the Group's largest supplier accounted for 57.2% of total purchases, with property, plant, and equipment changes detailed in Note 15, total Group borrowings at HK$802 thousand, and share capital changes in Note 26 - As of **May 31, 2025**, the Company had no distributable reserves available for distribution[472](index=472&type=chunk)[479](index=479&type=chunk) - The Board does not recommend the payment of any final dividend for the reporting period, and the Group made no charitable donations during the reporting period[481](index=481&type=chunk)[482](index=482&type=chunk)[485](index=485&type=chunk)[486](index=486&type=chunk) Major Supplier Purchase Proportion | Supplier Type | Percentage of Total Group Purchases | | :--- | :--- | | Largest supplier | 57.2% | | Top five suppliers total | 97.6% | Total Loans and Borrowings | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total borrowings | 802 | 5,652 | -4,850 | -85.8% | - Details of changes in property, plant and equipment are set out in Note 15 to the consolidated financial statements, and details of changes in share capital are set out in Note 26 to the financial statements[490](index=490&type=chunk)[492](index=492&type=chunk)[493](index=493&type=chunk)[495](index=495&type=chunk) [Directors and Governance](index=79&type=section&id=Directors%20and%20Governance) During and up to the date of this annual report, there were changes in Board members, with Ms. Ma Liangping appointed Executive Director and Chairperson, and Ms. Liu Huijing stepping down as Chairperson and appointed as a member of the Nomination Committee; all directors have signed service contracts or appointment letters and are protected by permitted indemnity provisions, with the Board confirming the independence of all independent non-executive directors, and directors and controlling shareholders having no competing business interests or material contract interests, and the Company having no management contracts - Ms. Ma Liangping was appointed Executive Director and Chairperson on **May 30, 2025**, and Ms. Liu Huijing resigned as Chairperson on **May 30, 2025**, and was appointed as a member of the Nomination Committee on **August 28, 2025**[500](index=500&type=chunk) - Each Executive Director and Independent Non-executive Director has entered into a service contract or letter of appointment with the Company for a term of **three years**[507](index=507&type=chunk)[508](index=508&type=chunk)[509](index=509&type=chunk)[513](index=513&type=chunk) - Directors are protected by permitted indemnity provisions, and the Company has purchased and maintains directors' and officers' liability insurance[516](index=516&type=chunk)[521](index=521&type=chunk) - The Company has received annual confirmations of independence from each Independent Non-executive Director and considers all Independent Non-executive Directors to be independent[517](index=517&type=chunk)[522](index=522&type=chunk) - Directors (including Independent Non-executive Directors) are not aware of any business or interest that competes with the Group's business, nor do they have any material contract interests[518](index=518&type=chunk)[519](index=519&type=chunk)[523](index=523&type=chunk)[524](index=524&type=chunk) [Share Option Scheme](index=83&type=section&id=Share%20Option%20Scheme) The Share Option Scheme, adopted on March 14, 2017, aims to incentivize eligible participants; as of May 31, 2025, 61,056 share options were granted but unexercised, with an additional 1,998,944 ungranted options available, and no options were granted, exercised, cancelled, or lapsed during the reporting period, with the remaining term of the scheme being four years - The Share Option Scheme was adopted on **March 14, 2017**, primarily to grant share options to eligible participants as an incentive or reward for their contributions to the Group[527](index=527&type=chunk)[530](index=530&type=chunk) - As of **May 31, 2025**, **61,056 share options** have been granted but remain unexercised, with an additional **1,998,944 ungranted share options** available for grant[531](index=531&type=chunk) - For the twelve months ended **May 31, 2025**, no share options were granted, exercised, cancelled, or lapsed, other than those disclosed in the table below[531](index=531&type=chunk) 2025 Share Option Movements | Category | Exercise Price (HK$) | Unexercised at June 1, 2024 (thousand shares) | Granted during the year (thousand shares) | Exercised during the year (thousand shares) | Lapsed during the year (thousand shares) | Unexercised at May 31, 2025 (thousand shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Directors | 7.567 | 41 | – | – | – | 41 | | Employees | 7.567 | 21 | – | – | – | 21 | | Consultants | 7.567 | 488 | – | – | – | 488 | | Total | 7.567 | 550 | – | – | – | 550 | - The remaining term of the Share Option Scheme is **four years**[537](index=537&type=chunk)[540](index=540&type=chunk) [Shareholder Information](index=86&type=section&id=Shareholder%20Information) Directors and chief executives hold interests in the Company's shares, with Ms. Ma Liangping holding 16.66% through a controlled corporation and Ms. Liu Huijing holding 3.49%; major shareholders include Ms. Ma Liangping, Mr. Wang Ning, Mr. Yuan Lin, and Mr. Zhang Jiajun, and during the reporting period, neither the Company nor its subsidiaries purchased, redeemed, or sold any listed securities, with no pre-emptive rights provisions Directors' and Chief Executives' Interests in the Company's Shares | Director Name | Capacity/Nature of Interest | Number of Shares and Related Shares | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ms. Ma Liangping | Interest in controlled corporation | 20,370,000 | 16.66% | | Ms. Liu Huijing | Beneficial owner | 4,265,250 | 3.49% | | Mr. Pang Chun Yu | Beneficial owner | 20,352 | 0.02% | | Mr. Hui Wai Hung | Beneficial owner | 20,352 | 0.02% | Major Shareholders' Interests in the Company's Shares | Name/Designation | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ms. Ma Liangping | Interest in controlled corporation | 20,370,000 | 16.66% | | Keen Champ International Investment Limited | Beneficial owner | 20,370,000 | 16.66% | | Mr. Wang Ning | Beneficial owner | 17,401,761 | 14.23% | | Mr. Yuan Lin | Beneficial owner | 11,643,250 | 9.52% | | Zhongcai Herui Industrial Development Co., Ltd. | Interest in controlled corporation | 12,075,000 | 9.88% | | Zhongcai Herui Investment Group Co., Ltd. | Beneficial owner | 12,075,000 | 9.88% | | Mr. Zhang Jiajun | Beneficial owner | 10,000,000 | 8.18% | - During the reporting period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[568](index=568&type=chunk)[574](index=574&type=chunk) - There are no provisions for pre-emptive rights in the Articles of Association or the laws of the Cayman Islands[569](index=569&type=chunk)[575](index=575&type=chunk) [Auditor and Compliance](index=89&type=section&id=Auditor%20and%20Compliance) The Audit Committee has reviewed the Company's accounting principles and financial statements, with the Company committed to maintaining high corporate governance standards and having published an ESG report; no significant events occurred after the reporting period, and BDO Limited will retire at the upcoming AGM and seek re-appointment, while the Company maintains sufficient public float - The Audit Committee has reviewed the accounting principles and policies adopted by the Company, the Group's practices, and the audited consolidated financial statements for the reporting period with the Company's management and auditor[570](index=570&type=chunk)[576](index=576&type=chunk) - The Company is committed to maintaining high standards of corporate governance practices and has published an Environmental, Social and Governance Report[571](index=571&type=chunk)[572](index=572&type=chunk)[577](index=577&type=chunk)[578](index=578&type=chunk) - Other than those disclosed, no significant events occurred after the reporting period[573](index=573&type=chunk)[579](index=579&type=chunk) - BDO Limited will retire at the upcoming Annual General Meeting and is eligible and willing to be re-appointed[582](index=582&type=chunk)[585](index=585&type=chunk) - The Company has maintained a sufficient public float in accordance with the GEM Listing Rules[583](index=583&type=chunk)[586](index=586&type=chunk) [Five-Year Financial Summary](index=91&type=section&id=Five-Year%20Financial%20Summary) This section presents a summary of the Group's financial performance and position over the past five fiscal years [Five-Year Results](index=91&type=section&id=Five-Year%20Results) The Group's results for the past five financial years show a significant revenue decrease to HK$38,838 thousand in 2025, but loss and total comprehensive income for the year narrowed significantly to HK$3,822 thousand, reflecting improved operating efficiency Five-Year Results Summary (HK$ thousand) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 38,838 | 89,245 | 77,981 | 50,257 | 24,427 | | Changes in inventories | (25,946) | (27,714) | (20,340) | (12,641) | (5,127) | | Other income and gains | 9,940 | 4,283 | 5,438 | 3,304 | 19,066 | | Advertising and marketing expenses | (1,554) | (14,650) | (10,104) | (8,594) | (3,591) | | Employee benefits expenses | (9,032) | (20,809) | (16,569) | (13,163) | (11,367) | | (Loss)/profit before income tax | (1,751) | (16,118) | 6,239 | (9,734) | (39,476) | | (Loss)/profit and total comprehensive income for the year | (3,822) | (17,321) | 5,880 | (7,942) | (39,486) | | (Loss)/profit and total comprehensive income for the year attributable to owners of the Company | (4,882) | (17,140) | 3,649 | (8,871) | (36,873) | | (Loss)/profit and total comprehensive income for the year attributable to non-controlling interests | 1,060 | (181) | 2,231 | 929 | (2,613) | [Five-Year Assets and Liabilities](index=92&type=section&id=Five-Year%20Assets%20and%20Liabilities) The Group's balance sheet shows a decrease in total assets in 2025, but total equity turned positive from a deficit in 2024, indicating an improvement in financial position Five-Year Assets and Liabilities Summary (HK$ thousand) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total assets | 31,599 | 50,473 | 55,363 | 31,548 | 64,679 | | Total liabilities | (25,719) | (51,445) | (44,893) | (44,885) | (75,674) | | Total equity/(asset deficit) | 5,880 | (972) | 10,470 | (13,337) | (10,995) | [Independent Auditor's Report](index=93&type=section&id=Independent%20Auditor's%20Report) This report presents the independent auditor's opinion on the Group's consolidated financial statements, including a disclaimer of opinion and its basis [Disclaimer of Opinion](index=93&type=section&id=Disclaimer%20of%20Opinion) The auditor issued a disclaimer of opinion on New Amante Group Limited's consolidated financial statements for the year ended May 31, 2025, due to insufficient appropriate audit evidence, primarily concerning the appropriateness of the going concern assumption - The auditor has issued a disclaimer of opinion on the consolidated financial statements of New Amante Group Limited and its subsidiaries for the year ended **May 31, 2025**[596](index=596&type=chunk)[598](index=598&type=chunk) - Due to the materiality of the matters described in the "Basis for Disclaimer of Opinion" section, the auditor was unable to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion[596](index=596&type=chunk)[598](index=598&type=chunk) [Basis for Disclaimer of Opinion](index=93&type=section&id=Basis%20for%20Disclaimer%20of%20Opinion) The disclaimer primarily stems from scope limitation regarding the going concern assumption, as the Group recorded a net loss of HK$3,822 thousand in FY225, with cash and cash equivalents of only HK$1,549 thousand, and a significant 56.5% revenue decline due to nightclub closure and cigar shop disposal, indicating material uncertainty about its ability to continue as a going concern, and the auditor could not obtain sufficient evidence to support management's going concern plans, particularly the financial viability of shareholder loan financing - The Group incurred a net loss of approximately **HK$3,822 thousand** for the year ended **May 31, 2025**, and as of that date, cash and cash equivalents amounted to only approximately **HK$1,549 thousand**[597](index=597&type=chunk)[599](index=599&type=chunk) - The nightclub business ceased operations on **August 4, 2024**, and the cigar shop was disposed of in **April 2025**, resulting in a significant revenue decrease of approximately **56.5%** for the Group[597](index=597&type=chunk)[599](index=599&type=chunk) - These events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[601](index=601&type=chunk)[606](index=606&type=chunk) - The auditor was unable to obtain the necessary information to assess the financial viability of sufficient funding from shareholders, and therefore could not determine whether the directors' use of the going concern basis of accounting in preparing the consolidated financial statements was appropriate[604](index=604&type=chunk)[605](index=605&type=chunk)[607](index=607&type=chunk) [Responsibilities](index=95&type=section&id=Responsibilities) Directors are responsible for preparing true and fair consolidated financial statements in accordance with HKFRSs and assessing the Group's ability to continue as a going concern, with the Audit Committee assisting directors in this duty, and the auditor's responsibility is to audit the Group's consolidated financial statements in accordance with HKSA and report to shareholders - Directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards and for implementing internal controls deemed necessary by the directors[609](index=609&type=chunk)[614](index=614&type=chunk) - Directors are responsible for assessing the Group's ability to continue as a going concern and disclosing matters related to going concern, as applicable[610](index=610&type=chunk)[614](index=614&type=chunk) - The Audit Committee assists the directors in fulfilling their responsibilities for overseeing the financial reporting process[611](index=611&type=chunk)[615](index=615&type=chunk) - The auditor's responsibility is to audit the Group's consolidated financial statements in accordance with Hong Kong Standards on Auditing and to issue an auditor's report[612](index=612&type=chunk)[616](index=616&type=chunk) [Consolidated Statement of Comprehensive Income](index=96&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) This statement presents the Group's financial performance for the reporting period, including revenue, expenses, and total comprehensive income [Financial Performance Overview](index=96&type=section&id=Financial%20Performance%20Overview) For the year ended May 31, 2025, the Group's revenue was HK$38,838 thousand, a significant decrease from HK$89,245 thousand in the prior year, but despite reduced revenue, loss and total comprehensive income for the year narrowed from HK$17,321 thousand to HK$3,822 thousand due to effective control over operating expenses, with basic and diluted loss per share at 4.26 HK cents Consolidated Statement of Comprehensive Income Summary (HK$ thousand) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 38,838 | 89,245 | | Changes in inventories | (25,946) | (27,714) | | Other income and gains | 9,940 | 4,283 | | Advertising and marketing expenses | (1,554) | (14,650) | | Employee benefits expenses | (9,032) | (20,809) | | Depreciation of property, plant and equipment | (2,805) | (5,589) | | Depreciation of right-of-use assets | (6,159) | (14,185) | | Other expenses | (7,292) | (20,323) | | Reversal of trade receivables written off | 2,226 | – | | Write-off of trade and other receivables | – | (5,571) | | Finance costs | (478) | (1,166) | | Loss before income tax | (1,751) | (16,118) | | Income tax expense | (2,071) | (1,203) | | Loss and total comprehensive income for the year | (3,822) | (17,321) | | Loss per share attributable to owners of the Company (HK cents) | (4.26) | (16.94) | - The loss and total comprehensive income for the year comprises a loss of **HK$4,882 thousand** attributable to owners of the Company and a profit of **HK$1,060 thousand** attributable to non-controlling interests[621](index=621&type=chunk) [Consolidated Statement of Financial Position](index=97&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) This statement presents the Group's financial position as of the reporting date, including assets, liabilities, and equity [Financial Position Overview](index=97&type=section&id=Financial%20Position%20Overview) As of May 31, 2025, the Group's total assets were HK$31,599 thousand, a decrease from HK$50,473 thousand in 2024, but net current assets turned positive to HK$1,562 thousand from a deficit of HK$15,248 thousand in 2024, and total equity shifted from a deficit of HK$972 thousand to a positive HK$5,880 thousand, indicating significant financial improvement Consolidated Statement of Financial Position Summary (HK$ thousand) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Non-current assets | 4,318 | 18,169 | | Current assets | 27,281 | 32,304 | | Current liabilities | 25,719 | 47,552 | | Net current assets/(liabilities) | 1,562 | (15,248) | | Non-current liabilities | – | 3,893 | | Net assets/(liabilities) | 5,880 | (972) | | Equity attributable to owners of the Company | 8,681 | 4,313 | | Non-controlling interests | (2,801) | (5,285) | | Total equity/(asset deficit) | 5,880 | (972) | - Net current assets turned positive to **HK$1,562 thousand** in **2025** from a deficit of **HK$15,248 thousand** in **2024**, indicating a significant improvement in liquidity[623](index=623&type=chunk) - Total equity shifted from a deficit of **HK$972 thousand** in **2024** to a positive **HK$5,880 thousand** in **2025**, reflecting a positive change in financial position[624](index=624&type=chunk) [Consolidated Statement of Changes in Equity](index=99&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement details the changes in the Group's equity attributable to owners of the Company and non-controlling interests for the reporting period [Equity Movement](index=99&type=section&id=Equity%20Movement) For the year ended May 31, 2025, equity attributable to owners of the Company increased from HK$4,313 thousand to HK$8,681 thousand, primarily influenced by the narrowed loss for the year and the issuance of ordinary shares through share subscription, while the deficit in non-controlling interests also decreased Consolidated Statement of Changes in Equity Summary (HK$ thousand) | Indicator | Share Capital | Share Premium | Accumulated Losses | Share Option Reserve | Other Reserves | Total Equity Attributable to Owners o

Financial Performance - Revenue for the six months ended June 30, 2025, was RMB 404,967,000, representing a 20.2% increase compared to RMB 337,048,000 for the same period in 2024[3]. - Gross profit for the same period was RMB 130,842,000, up 13.0% from RMB 115,832,000 year-on-year[3]. - The company reported a net loss of RMB 298,330,000 for the six months ended June 30, 2025, which is a 16.6% increase in loss compared to RMB 255,758,000 in 2024[3]. - The adjusted net loss was RMB 122,448,000, reflecting a 5.2% increase from RMB 116,433,000 in the previous year[3]. - Total revenue increased by 20.2% from RMB 337,048 thousand for the six months ended June 30, 2024, to RMB 404,967 thousand for the six months ended June 30, 2025, driven by enhanced AI capabilities and industry influence[25]. - Operating expenses totaled RMB 287,254,000, compared to RMB 241,577,000 in the previous year, reflecting a 18.9% increase[67]. - The net loss for the period rose by 16.6% from RMB 255,758 thousand to RMB 298,330 thousand[35]. - The company reported a basic and diluted loss per share of RMB 4.28 for the period, compared to RMB 3.68 in the previous year[68]. Revenue Breakdown - Revenue from AI application solutions for the first half of 2025 reached RMB 404,967 thousand, a 20.1% increase from RMB 337,048 thousand in the same period of 2024[13]. - Revenue from solution sales in the first half of 2025 was RMB 282,544 thousand, representing a 22.6% growth compared to the same period in 2024[15]. - Revenue from AI chips and modules reached RMB 48,881 thousand in the first half of 2025, a 5.8% increase from the previous year[16]. - Subscription fees from API services amounted to RMB 3,243 thousand, a significant increase of 45.6% compared to the first half of 2024[17]. - Revenue from medical solutions per customer surged by 116.2% to RMB 1,013 thousand in the first half of 2025, driven by enhanced AI capabilities[18]. - Revenue from the core large language model, Shan Hai Model, increased by 457.4% to RMB 98,760 thousand in the first half of 2025[19]. - Revenue from daily life products was RMB 335,065 thousand, up 19.6% from RMB 279,881 thousand in 2024[84]. Expenses and Costs - Sales and service costs rose by 23.9% from RMB 221,216 thousand to RMB 274,125 thousand, primarily due to the expansion of AI supercomputing platform projects[26]. - Gross margin decreased from 34.4% to 32.3% due to higher hardware costs in integrated solutions[27]. - R&D expenses amounted to RMB 168,128 thousand, representing 41.5% of total revenue, with the R&D team comprising 312 employees, or 68.7% of total staff[24][32]. - Administrative expenses surged by 86.4% to RMB 57,743 thousand, largely due to increased listing expenses, which rose by 248.1% to RMB 36,618 thousand[31]. - Hardware costs increased significantly to RMB 194,411 thousand, up 60.8% from RMB 120,876 thousand in 2024[86]. Cash Flow and Financial Position - Cash and cash equivalents as of June 30, 2025, were RMB 241,693 thousand, up from RMB 156,476 thousand as of December 31, 2024, representing a growth of 54.4%[38]. - Net cash used in operating activities for the six months ended June 30, 2025, was RMB 41,360 thousand, significantly improved from RMB 175,103 thousand for the same period in 2024, indicating a reduction of 76.4%[39]. - Net cash generated from financing activities for the six months ended June 30, 2025, was RMB 131,091 thousand, compared to RMB 45,002 thousand for the same period in 2024, showing an increase of 191.2%[42]. - The company's debt-to-asset ratio decreased from 354.9% as of December 31, 2024, to 48.1% as of June 30, 2025, primarily due to the successful listing and the termination of redemption obligations[45]. - Total assets as of June 30, 2025, were RMB 1,274,822,000, an increase from RMB 1,079,976,000 at the end of 2024[69]. - The company’s total liabilities decreased to RMB 612,631,000 from RMB 3,832,884,000, indicating a significant reduction in debt levels[70]. Market and Industry Insights - The AI market in China is projected to exceed RMB 700 billion in 2024, maintaining a growth rate of over 20% for several consecutive years[4]. - The AI medical solutions market is experiencing explosive growth, particularly in areas like clinical decision support and medical imaging analysis[6]. - The company focuses on specific verticals such as home, transportation, healthcare, and insurance, leveraging deep industry knowledge and data to create targeted technological barriers[5]. - The company is actively expanding its applications in public health management and smart hardware, capitalizing on its professional AI capabilities[6]. - The industry-level knowledge graph significantly improves the accuracy and reliability of industry knowledge, reducing the hallucination phenomenon of large models[20]. Corporate Governance and Compliance - The company has adopted high standards of corporate governance to protect shareholder interests and enhance accountability[96]. - The audit committee, consisting of three members, has reviewed the unaudited interim financial information for the six months ending June 30, 2025[98]. - The company has complied with the corporate governance code since its listing date, ensuring effective internal controls and transparency[96]. - The board of directors has confirmed compliance with the standard code regarding securities trading from the listing date until the end of the reporting period[97]. - The company is committed to maintaining high standards of internal control and financial reporting practices[98]. Employee and Talent Management - As of June 30, 2025, the company has 454 full-time employees, with 68.7% in R&D, 17.6% in sales and marketing, and 13.7% in administration[59]. - Total employee compensation and benefits expenses for the six months ended June 30, 2025, amounted to RMB 95,896 thousand[61]. - The company has adopted two employee incentive plans to attract and retain talent, promoting long-term development[62]. - The company is investing in continuous education and training programs for employees to enhance skills and knowledge[60]. Future Outlook and Strategic Initiatives - The company is focused on developing new technologies and enhancing existing products to maintain market position, leveraging advanced AI technology and user feedback[24]. - The company plans to utilize the net proceeds from the listing to invest in emerging business opportunities and enhance product adoption in the industry[53]. - The company aims to achieve large model compression and chip-level inference optimization for scalable industrial applications[56]. - The company is focusing on the application of large models in serious scenarios, enhancing AI industry applications through the Beast Tooth intelligent agent platform[57]. - The intelligent medical record quality control system has upgraded from "quality control prompts" to interactive "defect modifications," establishing a commercial moat[57]. - The company has successfully implemented various industry-specific intelligent agents, significantly improving outpatient medical record entry efficiency and patient satisfaction[57]. Shareholder Information - The company has not declared an interim dividend for the six months ended June 30, 2025, nor a final dividend for the year ended December 31, 2024[65][66]. - The company has no dividends declared or paid for the periods ended June 30, 2025, and June 30, 2024[95]. - The company expresses gratitude to shareholders, management, employees, business partners, and customers for their support and contributions[100].

Financial Performance - Revenue increased from RMB 10,878.0 million for the six months ended June 30, 2024, to RMB 18,146.6 million for the six months ended June 30, 2025, representing a growth of 66.8%[4] - Gross profit rose from RMB 1,827.4 million to RMB 3,580.0 million, a growth of 95.9%, with a gross margin of 19.7%, up 2.9 percentage points from 16.8%[4] - Profit for the period increased by 131.7% from RMB 970.4 million to RMB 2,248.7 million[4] - Profit attributable to owners of the parent increased by 143.0% from RMB 586.9 million to RMB 1,426.3 million[4] - Basic and diluted earnings per share attributable to ordinary equity holders of the parent increased from RMB 0.38 to RMB 0.92[6] - Revenue for the six months ended June 30, 2025, reached RMB 18,146,555, a significant increase of 67.1% compared to RMB 10,877,988 for the same period in 2024[13] - Nickel product sales accounted for RMB 17,286,951, representing a 64.9% increase from RMB 10,473,140 in the previous year[13] - The company's gross profit before tax for the six months ended June 30, 2025, was RMB 2,396,356, up from RMB 1,379,117 in 2024, indicating a growth of 74.0%[14] - The company reported a net profit before tax of RMB 2,396,356 for the six months ended June 30, 2025, compared to RMB 1,379,117 for the same period in 2024, reflecting a growth of 74.0%[14] - Net profit surged by 131.7% from RMB 970.4 million to RMB 2,248.7 million, with net profit margin rising from 8.9% to 12.4%[73] Dividends and Shareholder Returns - The company has decided not to declare an interim dividend for the six months ended June 30, 2025[4] - The company did not recommend the distribution of an interim dividend for the six months ended June 30, 2025, but declared a final dividend of RMB 0.35 per share for the year ended December 31, 2024, totaling approximately RMB 544,576,000[20] - The board has decided not to recommend an interim dividend for the six months ending June 30, 2025[91] Assets and Liabilities - Non-current assets totaled RMB 27,964.4 million as of June 30, 2025, compared to RMB 25,357.7 million as of December 31, 2024[7] - Current assets increased to RMB 15,580.4 million from RMB 12,599.3 million[7] - Total liabilities increased from RMB 13,798.4 million to RMB 17,898.0 million, with interest-bearing bank and other borrowings rising from RMB 7,882.3 million to RMB 10,719.4 million[7] - Net assets amounted to RMB 19,303.8 million as of June 30, 2025, compared to RMB 17,682.6 million as of December 31, 2024[8] - Trade receivables as of June 30, 2025, amounted to RMB 1,650.6 million, up from RMB 1,410.7 million as of December 31, 2024[23] - The company's trade payables reached RMB 1,989.5 million as of June 30, 2025, compared to RMB 1,495.3 million at the end of 2024[27] - Current assets increased by 23.7% from RMB 12,599.3 million to RMB 15,580.4 million as of June 30, 2025[74] Production and Operations - The company continues to enhance its production efficiency at the Obi Island project in Indonesia, maintaining stable operations in its HPAL project[28] - The company’s wet smelting products, including nickel-cobalt hydroxide, saw significant production increases due to the full operation of the ONC project and the release of production from the KPS project[35] - The company has a total designed annual production capacity of 400,000 tons of nickel metal from its projects in Indonesia, with 120,000 tons from wet smelting and 280,000 tons from pyrometallurgical processes[34] - The company’s wet smelting project in Indonesia is fully operational, producing battery-grade nickel sulfate, cobalt sulfate, and electrolytic cobalt to meet market demand for high-performance battery materials[38] - The company is advancing the Obi project, which is crucial for future profit growth, with four production lines already operational and plans to release capacity for eight more lines[55] - The MHP refining project aims to process nickel-cobalt products into nickel sulfate and cobalt sulfate, enhancing product performance for electric vehicles and energy storage[56] - The company is implementing a wet method slag resource utilization demonstration project, converting waste into valuable products like rebar, benefiting from infrastructure development in Southeast Asia[57] - The company is enhancing its R&D capabilities and optimizing production processes to improve resource utilization efficiency and environmental performance[58] Market and Strategic Focus - The company is focusing on expanding high-value-added products through wet smelting and solidifying its foundation through pyrometallurgy[30] - The company plans to expand overseas markets and deepen cost-reduction measures to strengthen its core competitiveness in a complex macroeconomic environment[30] - The global nickel market is experiencing structural adjustments, with Indonesia holding 42% of the world's nickel reserves, which supports the company's strategic focus on nickel production[37] - The company is actively optimizing production processes and cost management to enhance profitability amid fluctuating nickel prices and trade uncertainties[41] - The company is implementing a strategy to dynamically adjust sales tactics in response to global nickel market supply and demand changes[41] - The company continues to expand its influence in the new energy vehicle sector, deepening strategic cooperation with leading global precursor and cathode material companies[52] - The company has established long-term supply relationships with top stainless steel manufacturers, reinforcing its market position in nickel product trading in China[53] Corporate Governance and Compliance - The company is committed to maintaining strict corporate governance and has adhered to applicable codes throughout the reporting period[93] - The company has maintained a minimum public shareholding of approximately 15.31% since its listing date, as confirmed by the board of directors[97] - The audit committee has reviewed the unaudited interim results and financial statements for the six months ending June 30, 2025[98] - The board of directors is composed of four executive directors, one non-executive director, and three independent non-executive directors, ensuring a strong element of independence[94] - The company has adopted the standard code of conduct for directors' securities transactions and confirmed compliance during the reporting period[95] - The company has not established any off-balance-sheet arrangements as of June 30, 2025[90] Employee and Resource Management - The company has a total of 13,731 full-time employees as of June 30, 2025, with a focus on recruitment through job websites and campus hiring[89] - The company has utilized approximately 90.4% of the net proceeds from its global offering, amounting to about HKD 3,254.8 million, with remaining unutilized proceeds of HKD 345.6 million[92] - The company has no plans for significant investments or capital assets as of June 30, 2025[86] Financial Management - Financing costs rose by 23.2% from RMB 263.9 million to RMB 325.1 million, attributed to increased bank borrowings[69] - A financing agreement was established for up to $250 million in transitional financing, followed by a project financing agreement for up to $741 million and an operating capital financing agreement for up to $150 million[87] - Other income increased from RMB 404.8 million to RMB 859.6 million, mainly due to higher coal sales during the period[62] - Other income and gains rose by 65.6% from RMB 105.9 million to RMB 175.4 million, primarily due to an increase in interest income and government grants[65] - Selling and distribution expenses decreased by 12.3% from RMB 63.4 million to RMB 55.6 million, mainly due to optimized personnel structure[66] - Administrative expenses increased by 19.5% from RMB 490.2 million to RMB 585.9 million, driven by business expansion and increased employee costs[67]

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本公告的內 容概不負責，對其準確性或完整性亦不發表任何聲明，並表明概不就因本公告全 部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 China Nonferrous Mining Corporation Limited 中國有色礦業有限公司 （根據公司條例於香港註冊成立的有限公司） （股份代號：01258） 截至2025年6月30日止六個月 未經審核中期業績 本集團財務摘要 2025年上半年，本集團實現收益1,751.5百萬美元，較2024年上半年的2,009.8百 萬美元下降12.9%。 2025年上半年，本集團實現淨利潤371.3百萬美元，較2024年上半年的303.2百萬 美元增長22.5%。 2025年上半年，本集團實現本公司擁有人應佔利潤263.3百萬美元，較2024年上 半年的219.1百萬美元增長20.2%。 2025年上半年，本集團實現本公司擁有人應佔之每股基本盈利約為6.75美仙（折 算約為0.53港 元），較2024年上半年的5.75美 仙（折 算 約 為0.45港 元）增 長 約 17.4%。 董事會不 ...

Interim Results Announcement Summary [Summary of Key Financials](index=1&type=section&id=Summary%20of%20Key%20Financials) For the six months ended June 30, 2025, the company's total operating revenue significantly decreased by 68.55% year-on-year, shifting from a net profit to a net loss, with basic earnings per share also turning negative; the Board recommended no interim dividend | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Operating Revenue | 319,937 | 1,017,421 | -68.55% | | Net (Loss)/Profit | (15,499) | 13,857 | Turned to Loss | | Net (Loss)/Profit Attributable to Owners of the Parent | (15,621) | 16,487 | Turned to Loss | | Basic (Loss)/Earnings Per Share | (0.030) RMB | 0.0317 RMB | Turned to Loss | | Interim Dividend | None | None | No Change | Condensed Consolidated Financial Statements [Condensed Consolidated Income Statement](index=2&type=section&id=Condensed%20Consolidated%20Income%20Statement) For the six months ended June 30, 2025, the company's total operating revenue significantly decreased year-on-year, leading to a shift from operating profit to loss and ultimately a net loss, with both main business revenue and operating costs substantially reduced | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Total Operating Revenue | 319,937 | 1,017,421 | -68.55% | | Main Business Revenue | 317,861 | 1,011,560 | -68.58% | | Total Operating Costs | 338,106 | 1,001,086 | -66.23% | | Operating (Loss)/Profit | (15,146) | 18,465 | Turned from Profit to Loss | | Net (Loss)/Profit | (15,499) | 13,857 | Turned from Profit to Loss | | Net (Loss)/Profit Attributable to Owners of the Parent | (15,621) | 16,487 | Turned from Profit to Loss | | Basic (Loss)/Earnings Per Share | (0.030) RMB | 0.03173 RMB | Turned from Profit to Loss | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company's total assets and liabilities both decreased, with cash, accounts receivable, and contract assets in current assets declining, while inventory increased, and short-term borrowings significantly rose as accounts payable decreased | Indicator | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 1,178,038 | 1,232,947 | -4.46% | | Total Current Assets | 966,120 | 1,021,449 | -5.42% | | Cash and Cash Equivalents | 360,251 | 422,324 | -14.69% | | Accounts Receivable | 240,362 | 252,539 | -4.82% | | Inventories | 232,711 | 168,559 | +38.06% | | Contract Assets | 0 | 68,524 | -100% | | Total Liabilities | 778,942 | 822,939 | -5.47% | | Total Current Liabilities | 664,342 | 715,948 | -7.21% | | Short-term Borrowings | 50,000 | 14,992 | +233.51% | | Accounts Payable | 353,040 | 452,530 | -21.99% | | Total Equity | 399,096 | 410,008 | -2.66% | [Condensed Consolidated Statement of Changes in Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, the comprehensive loss attributable to owners of the parent led to a decrease in retained earnings, resulting in a decline in both total equity attributable to owners of the parent and total equity | Indicator | June 30, 2025 (RMB thousands) | Jan 1, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Total Equity Attributable to Owners of the Parent | 370,684 | 416,347 | -11.09% | | Total Equity | 399,096 | 450,671 | -11.45% | | Retained Earnings | (241,114) | (160,983) | Loss Widened | [Condensed Consolidated Cash Flow Statement](index=7&type=section&id=Condensed%20Consolidated%20Cash%20Flow%20Statement) For the six months ended June 30, 2025, cash flow from operating activities shifted from a net inflow to a net outflow, resulting in a negative net increase in cash and cash equivalents and a decrease in the period-end cash balance | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | (90,368) | 74,064 | Shifted from Inflow to Outflow | | Net Cash Flow from Investing Activities | 713 | (20,797) | Shifted from Outflow to Inflow | | Net Cash Flow from Financing Activities | 27,582 | 23,587 | Increased | | Net Increase in Cash and Cash Equivalents | (62,073) | 76,854 | Shifted from Increase to Decrease | | Cash and Cash Equivalents Balance as of June 30 | 360,251 | 417,649 | Decreased | Notes to the Condensed Consolidated Financial Statements [General Information](index=8&type=section&id=General%20Information) The company primarily operates in the plastic products manufacturing industry, encompassing the production, sales, installation of water-saving irrigation equipment, and related agricultural services; the scope of consolidated financial statements for this period includes 16 subsidiaries, with RMB as the functional currency - The company primarily engages in the production and sales of PVC/PE pipes for water supply, drip irrigation belts, agricultural films, and drip irrigators, also providing water-saving irrigation project construction, installation, and land agricultural services[11](index=11&type=chunk) - The scope of consolidated financial statements for this period includes **16 subsidiaries**[12](index=12&type=chunk) [Significant Accounting Policies and Estimates](index=9&type=section&id=Significant%20Accounting%20Policies%20and%20Estimates) These condensed consolidated financial statements are prepared on a going concern basis, adhering to China Accounting Standards for Business Enterprises and HKEX Listing Rules disclosure requirements; accounting policies remain consistent with the prior year, except for the adoption of new and revised standards - The financial statements are prepared on a going concern basis, adhering to China Accounting Standards for Business Enterprises and the disclosure requirements of Appendix D2 of the HKEX Listing Rules[14](index=14&type=chunk) [Total Operating Revenue Breakdown](index=9&type=section&id=Total%20Operating%20Revenue%20Breakdown) For the six months ended June 30, 2025, the company's total operating revenue significantly decreased year-on-year, primarily due to substantial reductions in revenue from drip irrigation belts and accessories, PVC/PE pipes, trading, and installation services | Business Type | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Drip Irrigation Belts and Accessories | 293 | 33,274 | -99.12% | | PVC/PE Pipes | 74,678 | 161,552 | -53.79% | | Trading Revenue | 65,404 | 390,258 | -83.24% | | Provision of Installation Services | 170,564 | 416,650 | -59.04% | | Building Materials Products | 4,396 | 9,826 | -55.27% | | Other Business Revenue | 4,602 | 5,861 | -21.50% | | **Total** | **319,937** | **1,017,421** | **-68.55%** | [Total Profit and Income Tax Expense](index=10&type=section&id=Total%20Profit%20and%20Income%20Tax%20Expense) Total profit has been net of depreciation and includes bank interest income; income tax expense significantly decreased, primarily benefiting from tax incentives such as High-Tech Enterprise status and Western Development policies enjoyed by the company and some subsidiaries | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Depreciation | 19,438 | 13,297 | +46.18% | | Bank Interest Income | 374 | 550 | -31.99% | | Corporate Income Tax | 721 | 4,334 | -83.38% | - The company obtained its High-Tech Enterprise certificate in November 2023, enjoying a **15% corporate income tax rate** for the 2024 fiscal year[19](index=19&type=chunk) - Some subsidiaries qualify for Western Development tax incentives, paying corporate income tax at a **15% rate** for the 2024 fiscal year[19](index=19&type=chunk) [Earnings Per Share and Dividends](index=11&type=section&id=Earnings%20Per%20Share%20and%20Dividends) Due to the net loss attributable to owners of the parent, basic earnings per share for the six months ended June 30, 2025, were a loss; the Board recommended no interim dividend - For the six months ended June 30, 2025, basic loss per share was approximately **RMB 0.030**, compared to a net gain of approximately RMB 0.03173 in the same period last year[20](index=20&type=chunk) - The Board did not recommend the payment of an interim dividend for the six months ended June 30, 2025[21](index=21&type=chunk) [Accounts Receivable and Payable](index=11&type=section&id=Accounts%20Receivable%20and%20Payable) As of June 30, 2025, total accounts receivable slightly increased, with the highest proportion aged within one year; total accounts payable significantly decreased, though accounts payable aged 1-2 years increased | Accounts Receivable Ageing | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Within 1 year | 187,947 | 165,862 | +13.31% | | 1–2 years | 24,641 | 22,822 | +7.97% | | 2–3 years | 17,465 | 21,609 | -19.27% | | 3–4 years | 16,194 | 12,542 | +29.12% | | 4–5 years | 12,187 | 22,758 | -46.34% | | Over 5 years | 40,558 | 46,914 | -13.55% | | **Total** | **298,992** | **292,507** | **+2.22%** | | Accounts Payable Ageing | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Within 1 year | 155,901 | 285,149 | -45.33% | | 1–2 years | 123,963 | 85,804 | +44.47% | | 2–3 years | 32,808 | 25,478 | +28.77% | | Over 3 years | 40,368 | 56,099 | -28.04% | | **Total** | **353,040** | **452,530** | **-21.99%** | [Productive Biological Assets](index=13&type=section&id=Productive%20Biological%20Assets) As of June 30, 2025, the company's productive biological assets (citrus trees) book value slightly increased, primarily due to current period external purchases | Item | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Book Value of Citrus Trees | 34,499 | 34,473 | +0.075% | | Amount Increased in Current Period (External Purchase) | 26 | — | New Addition | [Capital Commitments](index=14&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group's contracted capital expenditures for the acquisition of property, plant, and equipment, not yet provided for in the consolidated financial statements, decreased | Item | June 30, 2025 (RMB thousands) | Dec 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Contracted Capital Expenditure Not Provided For | 400 | 730 | -45.21% | [Related Party Transactions](index=14&type=section&id=Related%20Party%20Transactions) During the period, the Group engaged in several significant related party transactions with Tianye Holding Group, including sales of finished goods, purchases of raw materials, and rentals for premises and plant machinery; total remuneration for key management personnel slightly decreased | Nature of Transaction | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of Finished Goods | 24,056 | 12,499 | +92.46% | | Purchases of Raw Materials | 34,307 | 43,214 | -20.61% | | Rental for Premises | 151 | 151 | 0% | | Rental for Plant and Machinery | 136 | 136 | 0% | | Total Remuneration for Key Management Personnel | 1,320 | 1,418 | -6.91% | [Major Transactions with State-Controlled Entities](index=15&type=section&id=Major%20Transactions%20with%20State-Controlled%20Entities) The Group conducted significant transactions with other state-controlled entities, including sales of goods, purchases of raw materials, and interest expenses, with both sales of goods and raw material purchases decreasing | Nature of Transaction | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of Goods | 67,040 | 114,860 | -41.63% | | Purchases of Raw Materials | 34,660 | 55,648 | -37.73% | | Interest Expense | 1,714 | 1,899 | -9.64% | | Balance Type | June 30, 2025 (RMB thousands) | June 30, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Bank Balances | 360,251 | 417,649 | -13.75% | | Trade and Other Receivables | 23,900 | 31,066 | -23.07% | | Trade and Other Payables | 51,595 | 47,411 | +8.82% | Management Discussion and Analysis [Business Review](index=17&type=section&id=Business%20Review) For the six months ended June 30, 2025, the company's total operating revenue significantly decreased by 68.55%, primarily due to market environment changes and government policy adjustments, with reduced high-standard farmland construction projects leading to a decline in PVC pipe sales and engineering business revenue - Total operating revenue was approximately **RMB 319,937,000**, representing a year-on-year decrease of approximately **68.55%**[31](index=31&type=chunk) - The decline in revenue was primarily due to changes in market conditions and government policy adjustments, with a significant reduction in high-standard farmland construction projects leading to a substantial decrease in PVC pipe product sales and engineering business revenue[31](index=31&type=chunk) [Gross Profit Analysis](index=17&type=section&id=Gross%20Profit%20Analysis) Despite a significant decrease in operating revenue, the gross profit margin for the period increased by 1.94 percentage points to 7.70%, primarily due to higher product gross profit | Indicator | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Gross Profit | 24,641 | 58,598 | -57.94% | | Gross Profit Margin | 7.70% | 5.76% | +1.94 percentage points | [Operating Costs and Expenses Analysis](index=17&type=section&id=Operating%20Costs%20and%20Expenses%20Analysis) Selling expenses decreased due to lower product sales, while administrative expenses increased, and finance costs slightly rose due to reduced interest income; both asset impairment losses and credit impairment losses were reversed | Expense Type | H1 2025 (RMB thousands) | H1 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Selling Expenses | 7,407 | 8,284 | -10.58% | | Administrative Expenses | 29,789 | 27,077 | +10.02% | | Net Finance Costs | 1,397 | 1,388 | +0.65% | | Reversal of Asset Impairment Loss | 256 | 0 | New Addition | | Reversal of Credit Impairment Loss | 1,398 | 614 | +127.69% | [Net Loss Attributable to Owners of the Parent](index=18&type=section&id=Net%20Loss%20Attributable%20to%20Owners%20of%20the%20Parent) The Group recorded a net loss attributable to owners of the parent of approximately RMB 15,621,000, primarily due to market changes and government policy adjustments reducing high-standard farmland construction projects, which impacted PVC pipe sales and engineering business revenue, leading to a significant decrease in overall gross profit - Net loss attributable to owners of the parent was approximately **RMB 15,621,000**, compared to a net profit of approximately RMB 16,487,000 in the same period last year[36](index=36&type=chunk) - The loss was primarily attributable to changes in market conditions and government policy adjustments, with a significant reduction in high-standard farmland construction projects leading to a substantial decline in PVC pipe product sales, a corresponding decrease in engineering business revenue, and a significant reduction in overall gross profit levels[36](index=36&type=chunk) Future Outlook [Future Outlook](index=18&type=section&id=Future%20Outlook) The company will focus on the entire water-saving agriculture industry chain, aligning with the national rural revitalization strategy, emphasizing five key business segments: plastic product R&D and production, construction and water conservancy engineering, plastic product sales, planting and land transfer, and smart agriculture information networks; future plans include increasing R&D investment, expanding markets, optimizing industrial chain layout, and promoting digital transformation - The company will focus on the entire water-saving agriculture industry chain, prioritizing five key business segments: plastic product R&D and production, construction and water conservancy engineering, plastic product sales, planting and land transfer, and smart agriculture information networks[37](index=37&type=chunk) - In the future, the company will continue to increase R&D investment in water-saving irrigation technology, deepen industry-academia-research cooperation, actively expand domestic and international markets, further extend its agricultural full industry chain layout, and focus on developing digital agricultural services and agricultural trade logistics[38](index=38&type=chunk) - The company will increase investment in digital and intelligent equipment production, promote automation and intelligent transformation of production, drive product innovation, and actively fulfill its social responsibilities[38](index=38&type=chunk) Other Information [Liquidity, Financial Resources and Capital Structure](index=19&type=section&id=Liquidity,%20Financial%20Resources%20and%20Capital%20Structure) The Group primarily funds its operations through cash generated from business activities; the gearing ratio slightly increased, but the directors confirmed no liquidity issues were encountered - The Group primarily funds its operations through cash generated from business activities[39](index=39&type=chunk) | Indicator | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing Ratio | 12.53% | 11.49% | +1.04 percentage points | [Contingent Liabilities and Foreign Exchange Risk](index=19&type=section&id=Contingent%20Liabilities%20and%20Foreign%20Exchange%20Risk) As of June 30, 2025, the company had no significant contingent liabilities, and as its business is primarily conducted in China and denominated in RMB, it did not undertake significant foreign exchange risk - As of June 30, 2025, the company had no significant contingent liabilities[40](index=40&type=chunk) - The Group's business is primarily conducted in China, with receipts and payments denominated in RMB, thus not undertaking significant foreign exchange risk[41](index=41&type=chunk) [Employees and Remuneration Policy](index=20&type=section&id=Employees%20and%20Remuneration%20Policy) The Group has approximately 469 full-time employees, with remuneration plans determined by individual performance, experience, and market levels; the company provides social insurance and housing provident fund schemes - The Group has approximately **469 full-time employees**[42](index=42&type=chunk) - Remuneration plans are determined by individual employee performance, work experience, and prevailing market remuneration levels[42](index=42&type=chunk) - The Group provides employees with old-age, medical, unemployment, work injury, and maternity insurance schemes, along with a housing provident fund scheme[43](index=43&type=chunk)[44](index=44&type=chunk) [Major Investments, Acquisitions and Disposals](index=20&type=section&id=Major%20Investments,%20Acquisitions%20and%20Disposals) As of June 30, 2025, the Group had no major investment plans, significant acquisitions, or disposals - As of June 30, 2025, the Group had no major investment plans[45](index=45&type=chunk) - As of June 30, 2025, the Group had no significant acquisitions or disposals[46](index=46&type=chunk) [Directors' and Substantial Shareholders' Interests](index=21&type=section&id=Directors%27%20and%20Substantial%20Shareholders%27%20Interests) As of June 30, 2025, directors and chief executives held no interests in the company's shares, related shares, or debentures; major shareholder Tianye Holding held approximately 60.42% of the company's total share capital in domestic shares, while Changmao Holdings Limited and its associates held approximately 2.77% of the total share capital in H shares - At no time during the six months ended June 30, 2025, did the company, its holding company, or any of its subsidiaries enter into any arrangements enabling directors or chief executives of the company and their respective associates to benefit from acquiring shares or debt securities of the company or any other relevant corporate body[47](index=47&type=chunk) | Shareholder Name | Capacity | Number of Shares Held | Approximate Percentage of Total Share Capital | | :--- | :--- | :--- | :--- | | Xinjiang Tianye (Group) Co., Ltd. | Beneficial Owner | 313,886,921 (Domestic Shares) | 60.42% | | Changmao Holdings Limited | Beneficial Owner | 14,407,000 (H Shares) | 2.77% | | Mr. Ding Wei | Interest in Controlled Corporation | 14,407,000 (H Shares) | 2.77% | | Ms. Wang Bing | Spouse's Interest | 14,407,000 (H Shares) | 2.77% | [Corporate Governance and Compliance](index=24&type=section&id=Corporate%20Governance%20and%20Compliance) The Board confirmed that for the six months ended June 30, 2025, no directors engaged in businesses competing with the Group's operations; the company complied with the Corporate Governance Code and the Model Code for Securities Transactions by Directors as set out in Appendix C1 of the Listing Rules - The directors are not aware of any business or interest engaged in or owned by directors, the company's management, the company's shareholders, and their respective associates that directly or indirectly competes or may compete with the Group's business[53](index=53&type=chunk) - The Group complied with the code provisions (the "Corporate Governance Code") set out in Appendix C1 of the Listing Rules during the six months ended June 30, 2025[56](index=56&type=chunk) - All directors of the company confirmed that they have complied with the required standards set out in the Model Code throughout the six months ended June 30, 2025[57](index=57&type=chunk) [Other Corporate Matters](index=24&type=section&id=Other%20Corporate%20Matters) The Board did not recommend an interim dividend; the Audit Committee reviewed the interim financial accounts; there are no pre-emptive rights provisions in the company's articles of association or Chinese law; neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities during the reporting period, and no significant events occurred after the reporting period - The Board did not recommend the payment of an interim dividend for the six months ended June 30, 2025[54](index=54&type=chunk) - The Audit Committee reviewed the accounting principles and practices adopted by the Group with management and discussed internal control and financial reporting matters[55](index=55&type=chunk) - There are no provisions for pre-emptive rights in the company's articles of association or under Chinese law[58](index=58&type=chunk) - During the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[59](index=59&type=chunk) - No significant events occurred from the end of the reporting period up to the date of this announcement[60](index=60&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 Shanghai Chicmax Cosmetic Co., Ltd. 董事會已於2025年8月28日決議建議向本公司股東（「股東」）派付2025年上半年 的中期股息每股人民幣0.5元。上述中期股息的派付仍須待本公司股東在將於 2025年9月25日（星期四）舉行的本公司臨時股東會上批准後方可作實，並將於 2025年10月28日（星期二）或前後派付予本公司於2025年10月6日（星期一）名列 股東名冊的股東。 1 管理層討論與分析 上海上美化妝品股份有限公司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：2145） 截至2025年6月30日止六個月中期業績公告 上海上美化妝品股份有限公司（「本公司」）董事（「董事」）會（「董事會」）公佈本 公司及其附屬公司（統稱「本集團」）截至2025年6月30日止六個月（「2025年上半 年」）的未經審核綜合中期業績，連同截至2024年6月30日止六個月（「20 ...