[I. Financial Performance Announcement](index=1&type=section&id=I.%20Financial%20Performance%20Announcement) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Jiurong Holdings Limited reported **HKD 875 million** revenue, **HKD 60.814 million** gross profit, and a **HKD 306 million** loss for the 18 months ended June 30, 2025, with basic loss per share at **HKD 5.60 cents** | Indicator | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 875,247 | 471,779 | | Cost of sales | (814,433) | (410,040) | | Gross profit | 60,814 | 61,739 | | Other income | 67,351 | 39,496 | | Selling and distribution costs | (55,256) | (48,865) | | Administrative expenses | (70,843) | (43,351) | | Other operating expenses | (1,265) | (4,919) | | Other gains and losses, net | (172,299) | (247,875) | | Finance costs | (83,800) | (55,090) | | Share of loss of associates | (65,436) | (87,096) | | Loss before tax | (320,734) | (385,961) | | Income tax credit | 14,471 | 2,668 | | Loss for the period/year | (306,263) | (383,293) | | Basic loss per share (HK cents) | (5.60) | (7.00) | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company reported **HKD 1.079 billion** in total assets, **HKD 1.024 billion** in net current liabilities, and a shift in shareholders' equity from surplus to deficit | Indicator | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Non-current assets | 1,079,229 | 1,381,775 | | Current assets | 797,025 | 853,883 | | Current liabilities | 1,821,339 | 1,677,926 | | Net current liabilities | (1,024,314) | (824,043) | | Total assets less current liabilities | 54,915 | 557,732 | | Non-current liabilities | 291,339 | 474,796 | | (Net liabilities) / Net assets | (236,424) | 82,936 | | Cash and cash equivalents | 2,971 | 4,247 | | Trade receivables | 318,071 | 394,453 | | Trade payables and bills payable | 652,220 | 1,221,696 | [II. Notes to the Consolidated Financial Statements](index=4&type=section&id=II.%20Notes%20to%20the%20Consolidated%20Financial%20Statements) [Basis of Preparation](index=4&type=section&id=Basis%20of%20Preparation) The consolidated financial statements are prepared in Hong Kong dollars under the historical cost convention, adhering to Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance - The consolidated financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards, and Interpretations, as well as the disclosure requirements of the Hong Kong Companies Ordinance[8](index=8&type=chunk) - The statements are prepared under the historical cost convention, with adjustments for investment properties, investments at fair value through profit or loss, and equity investments at fair value through other comprehensive income[8](index=8&type=chunk) - The consolidated financial statements are presented in Hong Kong dollars, which is the functional currency of the Company, while major subsidiaries' functional currencies include Renminbi and Hong Kong dollars[8](index=8&type=chunk) [Going Concern Basis](index=4&type=section&id=Going%20Concern%20Basis) The company faces significant going concern uncertainties due to substantial losses, high net current and total liabilities, and overdue debts, despite the Board's strategic plans to mitigate these challenges - As of June 30, 2025, the Group incurred a loss of approximately **HKD 306 million**, with net current liabilities of approximately **HKD 1.024 billion**, net liabilities of approximately **HKD 236 million**, and cash and cash equivalents of only approximately **HKD 2.971 million**[9](index=9&type=chunk) - The Group is in default on interest-bearing loan repayments of approximately **HKD 415 million** to an indirect shareholder, indicating significant going concern uncertainties[9](index=9&type=chunk) - The Board has initiated several plans to address these issues, including: - Coordinating the sale of plant and machinery-related assets with a Chinese new energy technology company[10](index=10&type=chunk) - Contacting creditors regarding overdue loans to seek extensions or alternative refinancing[10](index=10&type=chunk) - Negotiating with creditors and banks for loan renewals and new bank financing[10](index=10&type=chunk) - Evaluating potential proceeds from a share placement[10](index=10&type=chunk) [Adoption of New and Revised Hong Kong Financial Reporting Standards](index=5&type=section&id=Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The company adopted all effective new and revised Hong Kong Financial Reporting Standards, with no significant impact on accounting policies or reported amounts, and is assessing future standards - The Group has adopted all new and revised Hong Kong Financial Reporting Standards effective from January 1, 2024[11](index=11&type=chunk) - The adoption of these new and revised standards did not result in significant changes to the Group's accounting policies, financial statement presentation, or reported amounts[11](index=11&type=chunk) - The Group has not yet applied new standards that have been issued but are not yet effective, and is currently assessing their potential impact[11](index=11&type=chunk) [Revenue and Segment Information](index=6&type=section&id=Revenue%20and%20Segment%20Information) The Group operates six reportable segments, generating **HKD 875 million** in revenue for the 18 months ended June 30, 2025, predominantly from digital video and new energy vehicle businesses in China [Reportable Segments](index=6&type=section&id=Reportable%20Segments) The Group operates six distinct reportable segments: digital video, new energy vehicles, cloud ecosystem big data, property development, property investment, and general trading - The Group has six reportable segments: - Digital video business: Engaged in the production and sale of smart TVs, digital TVs, high-definition LCD TVs, and set-top boxes, along with providing related integrated application solutions[12](index=12&type=chunk) - New energy vehicle business: Involved in the construction, application, and management of new energy vehicles and related products, charging facilities, and intelligent management systems, as well as component processing services[12](index=12&type=chunk) - Cloud ecosystem big data business: Engaged in the application and management of cloud ecosystem big data industry[12](index=12&type=chunk) - Property development: Involved in property development for industrial parks and sales of building materials[12](index=12&type=chunk) - Property investment: Engaged in property investment to earn rental income from industrial parks[12](index=12&type=chunk) - General trading: Engaged in general trading of goods and commodities[12](index=12&type=chunk) [Revenue and Profit/Loss Analysis](index=7&type=section&id=Revenue%20and%20Profit%2FLoss%20Analysis) For the 18 months ended June 30, 2025, the Group's revenue grew to **HKD 875 million**, primarily from digital video and new energy vehicles, yet most segments reported losses, leading to a **HKD 321 million** consolidated loss before tax | Revenue Source | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Sales of digital video products | 465,032 | 229,223 | | Revenue from new energy vehicle charging services | 198,791 | 176,921 | | Processing income related to new energy vehicle components | 183,758 | 34,356 | | Revenue from big data services | 4,472 | 2,799 | | Sales of building materials | – | 1,294 | | General trading | – | 3,858 | | Revenue from contracts with customers | 852,053 | 448,451 | | Rental income | 23,194 | 23,328 | | Total revenue | 875,247 | 471,779 | | Segment | Reportable Segment Loss for 18 Months Ended June 30, 2025 (HKD thousands) | | :--- | :--- | | Digital video business | (77,998) | | New energy vehicle business | (38,924) | | Cloud ecosystem big data business | (39,708) | | Property development | (65,436) | | Property investment | (84,224) | | Total | (306,290) | | Segment | Reportable Segment Assets as of June 30, 2025 (HKD thousands) | | :--- | :--- | | Digital video business | 588,181 | | New energy vehicle business | 432,402 | | Cloud ecosystem big data business | 3,141 | | Property development | 85,893 | | Property investment | 619,263 | | Total | 1,728,880 | | Segment | Reportable Segment Liabilities as of June 30, 2025 (HKD thousands) | | :--- | :--- | | Digital video business | (872,790) | | New energy vehicle business | (667,745) | | Cloud ecosystem big data business | (232,315) | | Property development | (33,996) | | Property investment | (302,415) | | Total | (2,109,261) | | Indicator | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Total reportable segment revenue | 875,247 | 471,779 | | Total reportable segment loss | (306,290) | (390,185) | | Net unallocated corporate (expenses) / income | (14,444) | 4,224 | | Consolidated loss before tax | (320,734) | (385,961) | [Geographical Information and Major Customers](index=11&type=section&id=Geographical%20Information%20and%20Major%20Customers) The Group's revenue and most non-current assets are derived from China, with Customer A (new energy vehicles) and Customer B (digital video) being key revenue contributors | Region | Revenue for 18 Months Ended June 30, 2025 (HKD thousands) | Revenue for Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | China | 875,247 | 470,986 | | Hong Kong | – | 793 | | Total | 875,247 | 471,779 | | Region | Non-current Assets as of June 30, 2025 (HKD thousands) | Non-current Assets as of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | China | 926,669 | 1,150,287 | | Hong Kong | 47 | 69 | | Total | 926,716 | 1,150,356 | | Customer | Segment | Revenue for 18 Months Ended June 30, 2025 (HKD thousands) | Revenue for Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | :--- | | Customer A | New energy vehicle business | 147,750 | 129,717 | | Customer B | Digital video business | 104,083 | 74,193 | | Customer C | Digital video business | 103,763 | Not applicable | [Revenue Recognition Policies](index=14&type=section&id=Revenue%20Recognition%20Policies) The Group recognizes revenue upon transfer of product control or service provision, with specific policies for digital video, new energy vehicles, cloud big data, property development, and construction material sales - Sales of digital video products are recognized when control of the products is transferred (i.e., products are delivered to customers), there are no unfulfilled obligations, and the customer obtains legal title[21](index=21&type=chunk) - Revenue from new energy vehicle charging services and processing services is recognized when services are provided and there are no unfulfilled obligations, with credit terms for charging services typically being payment on demand[22](index=22&type=chunk) - Revenue from cloud ecosystem big data services is recognized when services are provided and there are no unfulfilled obligations[23](index=23&type=chunk) - Revenue from property development contracts is recognized when control of the property is transferred (i.e., the customer obtains physical possession or legal title, and the Group is entitled to receive payment)[24](index=24&type=chunk) [Other Income](index=15&type=section&id=Other%20Income) Other income significantly increased to **HKD 67.351 million** for the 18 months ended June 30, 2025, driven by higher interest income from associates and government grants | Income Source | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Bank interest income | 541 | 1,370 | | Write-off of trade payables | – | 3,827 | | Interest income from third parties | – | 5,497 | | Interest income from associates | 35,964 | 8,040 | | Government grants | 24,638 | 11,073 | | Reversal of impairment loss on inventories | – | 13 | | Gain on disposal of property, plant and equipment | – | 616 | | Penalty income for breach of contract | 1,525 | – | | Exchange differences | – | 8,753 | | Others | 4,683 | 307 | | Total | 67,351 | 39,496 | [Other Gains and Losses, Net and Finance Costs](index=16&type=section&id=Other%20Gains%20and%20Losses%2C%20Net%20and%20Finance%20Costs) Net other gains and losses amounted to a **HKD 172 million** loss for the 18 months ended June 30, 2025, largely due to fair value losses on investment properties, with finance costs rising to **HKD 83.8 million** | Item | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Expected credit losses recognized on trade receivables | (98,193) | (10,031) | | Expected credit losses recognized on other receivables | (15,193) | (51,168) | | Impairment loss on property, plant and equipment | – | (91,655) | | Loss on disposal of property, plant and equipment | – | (14,022) | | Fair value (loss) / gain on investments at fair value through profit or loss | (7,106) | 9,600 | | Fair value changes of investment properties | (120,803) | (25,723) | | Net exchange loss | – | (5,048) | | (Loss) / gain on disposal of investments at fair value through profit or loss | (96) | 9,264 | | Total | (172,299) | (247,875) | | Finance Cost Item | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Interest on bank and other loans | 69,367 | 47,543 | | Interest on bills payable | 12,343 | 6,476 | | Interest on lease liabilities | 2,090 | 1,071 | | Total | 83,800 | 55,090 | [Loss for the Period/Year](index=17&type=section&id=Loss%20for%20the%20Period%2FYear) The Group's loss for the 18 months ended June 30, 2025, was **HKD 306 million**, driven by factors including cost of inventories sold, staff costs, depreciation, and fair value losses on investment properties | Item | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Cost of inventories sold | 814,433 | 410,040 | | Total staff costs | 111,838 | 90,563 | | Auditor's remuneration | 1,800 | 1,120 | | Depreciation of property, plant and equipment | 83,161 | 66,258 | | Depreciation of right-of-use assets | 6,210 | 3,174 | | Short-term lease related expenses | 7,034 | 13,050 | | Net exchange loss / (gain) | 5,048 | (8,753) | | Fair value loss on investment properties | 120,803 | 25,723 | | Impairment loss on property, plant and equipment | – | 91,655 | [Income Tax Credit](index=17&type=section&id=Income%20Tax%20Credit) The Group reported an income tax credit of **HKD 14.471 million** for the 18 months ended June 30, 2025, primarily from deferred tax, with significant unused tax losses available | Item | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Current tax – China | (436) | 854 | | Deferred tax | (14,035) | (3,522) | | Total income tax credit | (14,471) | (2,668) | - Jiurong New Energy and Hangzhou Yunqi Cloud Data Co, Ltd have obtained high-tech enterprise certificates, entitling them to a preferential tax rate of **15%**[30](index=30&type=chunk) - As of June 30, 2025, the Group had unused tax losses of approximately **HKD 462 million** (December 31, 2023: **HKD 371 million**) available to offset future profits[31](index=31&type=chunk) [Loss Per Share](index=19&type=section&id=Loss%20Per%20Share) Basic loss per share improved to **HKD 5.60 cents** for the 18 months ended June 30, 2025, with unexercised share options having no dilutive impact | Indicator | 18 Months Ended June 30, 2025 | Year Ended December 31, 2023 | | :--- | :--- | :--- | | Loss for the period/year attributable to owners of the Company | HKD 306,263,000 | HKD 383,293,000 | | Weighted average number of ordinary shares in issue | 5,472,000,000 shares | 5,472,000,000 shares | | Basic loss per share | (5.60) HK cents | (7.00) HK cents | - For the 18 months ended June 30, 2025, and the year ended December 31, 2023, the effect of the Company's outstanding share options had no dilutive impact on loss per share[34](index=34&type=chunk) [Dividends](index=19&type=section&id=Dividends) The Board does not recommend any dividend payments for the 18 months ended June 30, 2025, or for the year ended December 31, 2023 - The Directors do not recommend the payment of any dividends for the 18 months ended June 30, 2025, and for each of the years ended December 31, 2023[35](index=35&type=chunk) [Trade Receivables](index=19&type=section&id=Trade%20Receivables) Net trade receivables decreased to **HKD 318 million** as of June 30, 2025, with a higher proportion of overdue receivables and increased expected credit loss provisions | Indicator | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Trade receivables | 425,945 | 493,112 | | Loss allowance | (107,874) | (98,659) | | Net | 318,071 | 394,453 | | Ageing | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Within 90 days | 1,833 | 79,267 | | 91 to 180 days | 19,872 | 1,462 | | 181 days to one year | 301 | 6,651 | | Over one year | 296,065 | 307,073 | | Total | 318,071 | 394,453 | - As of June 30, 2025, trade receivables of approximately **HKD 14.14 million** were pledged to a bank as security[37](index=37&type=chunk) - For the 18 months ended June 30, 2025, a provision for expected credit losses on trade receivables of approximately **HKD 10.031 million** was recognized, determined using the probability of default method[40](index=40&type=chunk) [Trade Payables and Bills Payable](index=21&type=section&id=Trade%20Payables%20and%20Bills%20Payable) Total trade payables and bills payable decreased to **HKD 652 million** as of June 30, 2025, with a notable increase in the proportion of trade payables overdue for over two years | Indicator | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Trade payables | 474,684 | 944,651 | | Bills payable | 177,536 | 277,045 | | Total | 652,220 | 1,221,696 | | Ageing | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Within 180 days | 32,319 | 127,331 | | 181 days to one year | 9,040 | 35,967 | | One to two years | 104,352 | 719,949 | | Over two years | 328,973 | 61,404 | | Total | 474,684 | 944,651 | - As of June 30, 2025, and December 31, 2023, certain bills payable were secured by the Group's investment properties, properties held for sale, and pledged bank deposits[41](index=41&type=chunk) [III. Management Discussion and Analysis](index=22&type=section&id=III.%20Management%20Discussion%20and%20Analysis) [Overall Financial Performance](index=22&type=section&id=Overall%20Financial%20Performance) For the 18 months ended June 30, 2025, turnover surged **86%** to **HKD 875 million**, while gross profit slightly declined, and loss for the period decreased **20%** to **HKD 306 million** | Indicator | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | | Turnover | 875,247 | 471,779 | +86% | | Gross profit | 60,814 | 61,739 | -1% | | Loss | (306,263) | (383,293) | -20% | | Basic loss per share (HK cents) | (5.60) | (7.00) | -20% | | Cash and cash equivalents | 2,971 | 4,247 | -30% | [Turnover and Gross Profit Margin](index=22&type=section&id=Turnover%20and%20Gross%20Profit%20Margin) Turnover increased to **HKD 875 million**, driven by digital video and new energy vehicle businesses, but the gross profit margin declined from **13.09% to 6.95%**, signaling profitability pressure - The Group recorded a turnover of approximately **HKD 875 million**, primarily from digital video business, new energy vehicle business, cloud ecosystem big data business, property investment, property development, and general trading[44](index=44&type=chunk) - The gross profit margin decreased from approximately **13.09%** to **6.95%**[49](index=49&type=chunk) [Operating Businesses](index=23&type=section&id=Operating%20Businesses) The Group operates six core businesses, including digital video and new energy vehicles, with a significant development in property development where an associate terminated a project - Digital video business: Engaged in the research, development, production, and sale of smart TVs, digital TVs, high-definition LCD TVs, and set-top boxes, and provides related integrated application solutions through Shuyuan Jiurong and Jiurong Smart[46](index=46&type=chunk) - New energy vehicle business: Engaged in the construction, application, and management of new energy vehicles and related products, charging facilities, and intelligent management systems, as well as component processing services through Jiurong New Energy[46](index=46&type=chunk) - Cloud ecosystem big data business: Engaged in cloud ecosystem big data application and management through Hangzhou Yunqi Cloud Data Co, Ltd[46](index=46&type=chunk) - Property development: Engaged in big data industrial park property development in Hangzhou through Hangzhou Green Cloud Property Co, Ltd, with associate Jingdu Guanrong having terminated its property development project and applied for the return of land use rights[47](index=47&type=chunk) - Property investment: Engaged in property investment through Green Cloud to earn rental income from Hangzhou Big Data Industrial Park[48](index=48&type=chunk) - General trading: Engaged in general trading of goods and commodities[48](index=48&type=chunk) [Expenses](index=24&type=section&id=Expenses) The Group maintained stringent cost control measures and strengthened its cost control framework to ensure financial stability and enhance shareholder value - The Group continued to implement strict cost control measures across all aspects of its operations, with management adhering to prudent spending principles[50](index=50&type=chunk) - The Group further strengthened its cost control framework, regularly reviewing and updating internal procedures to ensure continuous achievement of cost-effectiveness objectives[50](index=50&type=chunk) [Financial Position and Liquidity](index=24&type=section&id=Financial%20Position%20and%20Liquidity) As of June 30, 2025, the Group faced severe financial and liquidity challenges, marked by significant operating cash outflows, reduced cash, and a shift to deficit in shareholders' equity | Indicator | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Cash used in operations | 316,849 | 1,156 | | Cash and cash equivalents | 2,971 | 4,247 | | Shareholders' equity | (236,424) (Deficit) | 82,936 (Surplus) | | Current assets | 797,025 | 853,883 | | Net debt | 2,056,955 | 2,107,091 | | Trade and bills receivables | 318,071 | 394,453 | - The Group recognized expected credit losses on trade receivables of approximately **HKD 10.031 million** (2023: **HKD 98.193 million**)[52](index=52&type=chunk) - Expected credit losses on other receivables amounted to approximately **HKD 15.193 million** (2023: **HKD 51.168 million**)[52](index=52&type=chunk) - Investment properties recorded a significant fair value loss of approximately **HKD 121 million** (2023: **HKD 25.723 million**), primarily due to the downturn in the Chinese real estate market[53](index=53&type=chunk) - As of June 30, 2025, the Group had pledged bank deposits, properties held for sale, investment properties, and trade receivables as collateral for bank loans and bills payable[53](index=53&type=chunk) [Significant Investments, Acquisitions, and Disposals](index=25&type=section&id=Significant%20Investments%2C%20Acquisitions%2C%20and%20Disposals) The Group disposed of all its non-Hong Kong listed equity investments and Songdu Services Group Limited shares, expecting disposal gains, with no other significant investment activities during the period - The Group has disposed of all its equity investments listed outside Hong Kong, classified as fair value through other comprehensive income, expecting to record a disposal gain of approximately **HKD 22.834 million**[54](index=54&type=chunk) - Between November 2024 and March 2025, the Company disposed of a total of **7.57 million** shares in Songdu Services Group Limited, classified as investments at fair value through profit or loss[54](index=54&type=chunk) - Other than the disclosures above, the Group held no other significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the reporting period[54](index=54&type=chunk) [Capital Structure](index=25&type=section&id=Capital%20Structure) The company's capital structure remained unchanged during the review period - There were no changes to the Company's capital structure during the review period[55](index=55&type=chunk) [Risk Management](index=25&type=section&id=Risk%20Management) The Group manages risks including intense competition in digital video, power supply and charging safety in new energy vehicles, and low foreign exchange exposure through strategic product development and operational controls - Intense competition risk: The digital video business faces fierce competition, putting downward pressure on product prices, with market position dependent on managing competition, introducing new products and services, pricing strategies, and customer preferences[56](index=56&type=chunk) - Unstable power supply risk: The new energy vehicle business relies on a stable power supply, mitigated by scheduling charging times between midnight and 4 AM to reduce electricity costs and ensure stable supply[57](index=57&type=chunk) - Charging safety risk: The new energy vehicle business utilizes employee manuals to guide staff on charging pile operations, with charging piles automatically stopping in case of abnormal charging to maintain high safety standards[58](index=58&type=chunk) - Foreign exchange and currency risk: The Group faces very low foreign currency risk as most business transactions, assets, and liabilities are denominated in functional currencies, and will be closely monitored with hedging considered if necessary[59](index=59&type=chunk) [Contingent Liabilities and Capital Commitments](index=26&type=section&id=Contingent%20Liabilities%20and%20Capital%20Commitments) The Group reported no contingent liabilities during the review period, while capital commitments significantly decreased to **HKD 17.385 million** | Indicator | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Contingent liabilities | None | None | | Capital commitments | 17,385 | 150,449 | [Employees and Remuneration Policies](index=26&type=section&id=Employees%20and%20Remuneration%20Policies) As of June 30, 2025, employee numbers decreased to **248**, yet total remuneration increased to **HKD 112 million**, with policies based on performance and experience, including training and retirement schemes | Indicator | As of June 30, 2025 (Number of Employees) | As of December 31, 2023 (Number of Employees) | | :--- | :--- | :--- | | Number of employees | 248 | 395 | | Indicator | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Total employee remuneration | 111,838 | 90,563 | - The Group determines employee remuneration based on job responsibilities, performance, and professional experience, and provides on-the-job training[61](index=61&type=chunk) - The Group has established a Mandatory Provident Fund Scheme for Hong Kong employees and participates in defined contribution retirement schemes arranged by local governments in China[61](index=61&type=chunk) [Events After Reporting Period](index=27&type=section&id=Events%20After%20Reporting%20Period) Post-reporting period, the Group divested equity in Hangzhou Eastern Software Park and Jiangsu Jiurong Integrated Energy Services, including EV charging stations, and adjusted inter-company repayment responsibilities - On August 28, 2025, the Group sold approximately **5.22%** equity in Hangzhou Eastern Software Park Co, Ltd for **RMB 36.4878 million**[63](index=63&type=chunk) - On September 10, 2025, the Group entered into an asset transaction agreement with Nanjing State Grid Dianrui Power Technology Co, Ltd to transfer **100%** equity in Jiangsu Jiurong Integrated Energy Services Co, Ltd and **13** electric vehicle charging stations for **RMB 6.87 million** plus a transaction service fee, with the buyer assuming principal and interest on related loans[64](index=64&type=chunk) - On September 15, 2025, Shuyuan Jiurong, Yunqi Cloud Data, and their creditors entered into a claim substitution agreement, transferring Shuyuan Jiurong's repayment obligations to Xihu Electronics to Yunqi Cloud Data, adjusting Yunqi Cloud Data's repayment obligations to Hangzhou Shuyuan to Shuyuan Jiurong, and settling certain debts through a debt agreement[64](index=64&type=chunk) [Business Review and Outlook](index=28&type=section&id=Business%20Review%20and%20Outlook) The Group faced pressure in 2025, resulting in losses despite significant turnover growth in digital video and new energy vehicles, and plans future investments in these sectors with prudent financial management - In 2025, the Group continued to face pressure, incurring a loss of approximately **HKD 307 million** for the period, influenced by the downturn in China's real estate market, US-China trade friction, and a global economic slowdown, among other uncertainties[66](index=66&type=chunk) | Business | Turnover for 18 Months Ended June 30, 2025 (HKD thousands) | Turnover for Year Ended December 31, 2023 (HKD thousands) | Growth Rate | | :--- | :--- | :--- | :--- | | Digital video business | 465,032 | 229,223 | +103% | | New energy vehicle business | 382,549 | 211,277 | +81% | | Cloud ecosystem big data business | 4,472 | 2,799 | +60% | | Property investment business | 23,194 | 23,328 | -1% | - The Group will continue to invest in the new energy vehicle business and further establish EV charging stations in Hangzhou and other provinces in China, aiming to become one of China's largest new energy vehicle charging facility operators[68](index=68&type=chunk) - Management anticipates that the Chinese government will intensify macro-policy efforts, introduce more consumption stimulus measures, and continue to promote new quality productive forces and technological innovation, bringing potential opportunities for the Group's core businesses[69](index=69&type=chunk) - Moving forward, the Group will continue to closely evaluate business performance, invest in new energy vehicle and cloud ecosystem big data businesses, actively explore new business or investment opportunities, consider fundraising options, and focus on product quality and cost control[69](index=69&type=chunk) [IV. Corporate Governance and Auditor's Report](index=30&type=section&id=IV.%20Corporate%20Governance%20and%20Auditor's%20Report) [Purchase, Redemption or Sale of the Company's Listed Securities](index=30&type=section&id=Purchase%2C%20Redemption%20or%20Sale%20of%20the%20Company's%20Listed%20Securities) Neither the company nor its subsidiaries engaged in any purchase, redemption, or sale of the company's listed securities during the period - During the period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[70](index=70&type=chunk) [Standard Code for Securities Transactions](index=30&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The company adopted a securities trading code no less stringent than Listing Rules Appendix C3, with all directors confirming compliance during the review period - The Company has adopted a code of conduct for securities transactions by directors that is no less stringent than the required standard set out in Appendix C3 of the Listing Rules[71](index=71&type=chunk) - All Directors have confirmed that they have complied with the required standards set out in the Standard Code and the Code of Conduct during the period ended June 30, 2025[72](index=72&type=chunk) [Corporate Governance Practices](index=30&type=section&id=Corporate%20Governance%20Practices) The company adheres to the Corporate Governance Code, with deviations noted for vacant Chairman and CEO positions and the absence of an independent internal audit department - The Company has complied with the code provisions of the Corporate Governance Code set out in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, save for certain deviations[73](index=73&type=chunk) - Deviations: - Deviation 1: The positions of Chairman and Chief Executive Officer have remained vacant, and the Board is actively seeking suitable candidates to fill these vacancies[73](index=73&type=chunk) - Deviation 2: An independent internal audit department has not been established, but a group of employees has been assigned to perform internal audit functions, with executive directors and the Chief Financial Officer directly responsible for risk management and internal control systems[73](index=73&type=chunk) [Audit Committee](index=31&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, oversees financial reporting and internal controls, having reviewed the Group's annual results and accounting principles - The Company has established an Audit Committee in compliance with Rule 3.21 of the Listing Rules, comprising three independent non-executive directors[74](index=74&type=chunk) - The Audit Committee has reviewed the Group's annual results for the period, including the accounting principles and practices adopted by the Company[75](index=75&type=chunk) [Extract of Independent Auditor's Report](index=31&type=section&id=Extract%20of%20Independent%20Auditor's%20Report) The auditor issued a disclaimer of opinion on the consolidated financial statements, citing significant going concern uncertainties and scope limitations on receivable recoverability [Disclaimer of Opinion](index=31&type=section&id=Disclaimer%20of%20Opinion) The auditor issued a disclaimer of opinion on the consolidated financial statements due to insufficient appropriate audit evidence - The auditor issued a disclaimer of opinion due to the inability to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the consolidated financial statements[78](index=78&type=chunk) [Basis for Disclaimer of Opinion](index=32&type=section&id=Basis%20for%20Disclaimer%20of%20Opinion) The auditor's disclaimer is based on scope limitations concerning the going concern assessment, highlighting significant uncertainties like substantial losses, high liabilities, and unaddressed overdue debts - The Group recorded a loss of approximately **HKD 306 million** for the period ended June 30, 2025, with significant operating cash outflows, net current liabilities of approximately **HKD 1.024 billion**, and net liabilities of approximately **HKD 236 million**[79](index=79&type=chunk) - As of June 30, 2025, the Group's cash and cash equivalents were approximately **HKD 2.971 million**, and it was in default on interest-bearing loan repayments of approximately **HKD 415 million** to an indirect shareholder[80](index=80&type=chunk) - The effectiveness of the Group's going concern assumption depends on the successful implementation of various measures, including asset sales, extension or refinancing of overdue debts, obtaining new financing, and share placements, all of which involve significant uncertainties[81](index=81&type=chunk) [Other Matters](index=33&type=section&id=Other%20Matters) The auditor identified scope limitations regarding the recoverability of **HKD 176 million** in Cuban trade receivables and **HKD 8.304 million** in advances from a former director - Inability to be satisfied with the recoverability of approximately **HKD 176 million** (December 31, 2023: **HKD 173 million**) in trade receivables from Cuban trade operations, as the National Bank of Cuba was unable to settle the outstanding amounts when due and lacked a definite repayment schedule[83](index=83&type=chunk) - Inability to obtain sufficient appropriate audit evidence to confirm the nature and recoverability of advances of **HKD 8.304 million** due from a former director, which depends on the outcome of ongoing High Court legal proceedings[85](index=85&type=chunk) [Board's Position, Views, and Assessment on Disclaimer of Opinion](index=34&type=section&id=Board's%20Position%2C%20Views%2C%20and%20Assessment%20on%20Disclaimer%20of%20Opinion) The Board acknowledges the auditor's disclaimer and significant going concern uncertainties, but believes the going concern assumption is reasonable due to active mitigation plans, despite implementation risks - The Board understands that the auditor's disclaimer reflects the inability to obtain sufficient appropriate audit evidence to assess the reasonableness and effectiveness of the Group's going concern basis[86](index=86&type=chunk) - The Board reiterates that the Group faces significant financial risks and uncertainties, posing serious challenges to its ability to continue as a going concern[86](index=86&type=chunk) - The Board has actively implemented various measures, including: - Continuously advancing plans for the disposal of plant and machinery-related assets and investment properties[87](index=87&type=chunk) - Communicating with creditors to seek extensions or alternative refinancing solutions for overdue borrowings[87](index=87&type=chunk) - Negotiating with banks for loan renewals or new financing[87](index=87&type=chunk) - Continuously promoting share placements[87](index=87&type=chunk) - The Board believes that the successful implementation of these plans and measures will alleviate the Group's liquidity pressure and improve its financial position, thus providing a reasonable basis for preparing the consolidated financial statements on a going concern basis[89](index=89&type=chunk) - The Board acknowledges that the implementation of these plans and measures still involves significant uncertainties, which may affect the Group's ability to continue as a going concern[89](index=89&type=chunk) [Audit Committee's Opinion](index=36&type=section&id=Audit%20Committee's%20Opinion) The Audit Committee reviewed the auditor's disclaimer and management's going concern measures, agreeing with the Board's stance while acknowledging the auditor's concerns regarding implementation uncertainties - The Audit Committee has thoroughly reviewed the disclaimer of opinion and management's measures, views, and assessment regarding the appropriateness of preparing the consolidated financial statements on a going concern basis[90](index=90&type=chunk) - The Committee agrees with the position held by the Company's management and Board that, with the successful implementation of the relevant plans and measures, the Group will have sufficient working capital to support its business operations[91](index=91&type=chunk) - The Audit Committee understands the auditor's concerns regarding the uncertainties of the Company's management successfully implementing the relevant plans and measures, and has no disagreement with the auditor's position on the going concern issue[91](index=91&type=chunk) [Extract of Note 2 to the Consolidated Financial Statements](index=37&type=section&id=Extract%20of%20Note%202%20to%20the%20Consolidated%20Financial%20Statements) Note 2 confirms the Board's belief in sufficient working capital for going concern, based on asset sales and financing plans, but acknowledges necessary adjustments if going concern is not maintained - The Group has initiated plans to coordinate the disposal of plant and machinery-related assets, with expected proceeds to be received according to a timetable[92](index=92&type=chunk) - The Group has notified and contacted creditors regarding overdue loans, seeking extensions or alternative refinancing[92](index=92&type=chunk) - The Group will negotiate with creditors and banks for loan renewals and new bank financing[92](index=92&type=chunk) - The Directors are satisfied that the Group will have sufficient working capital to meet its current needs, and therefore, the preparation of the consolidated financial statements on a going concern basis is appropriate[92](index=92&type=chunk) [Publication of Results Announcement](index=37&type=section&id=Publication%20of%20Results%20Announcement) The Group's annual results for the 18 months ended June 30, 2025, are available on the HKEX and company websites - The Group's annual results for the 18 months ended June 30, 2025, are available on the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk) and the Company's website (http://www.irasia.com/listco/hk/2358)[93](index=93&type=chunk) [Board of Directors](index=37&type=section&id=Board%20of%20Directors) As of the announcement date, the Board of Directors consists of three executive directors and three independent non-executive directors - As of the date of this announcement, the executive directors are Mr Chen Yunxiang, Ms Liu Bingjie, and Mr Yan Zhendong[94](index=94&type=chunk) - The independent non-executive directors are Mr Chen Zheng, Mr Huang Zhijian, and Mr Hua Nengdong[94](index=94&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，概不對因本公告全部 或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 於 二 零 二 四 年 一 月 一 日（於 股 本 重 組 於 二 零 二 四 年 十 一 月 十 五 日 生 效 後 重 列）及 二 零 二 四 年 十 二 月 三 十 一 日，本 公 司 當 時 現 行 購 股 權 計 劃 之 當 時 現 有 計 劃 授 權 項下可供授出服務提供者分項限額的購股權數目為752,901股。 （於開曼群島註冊成立及於百慕達存續之有限公司） （股份代號：8120） 有關截至二零二四年十二月三十一日止年度年報的 補充公告 茲 提 述 國 農 金 融 投 資 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）截 至 二零二四年十二月三十一日止年度並於二零二五年三月二十七日刊發的年報（「二 零二四年年報」）。除 另 有 指 明 外，本 公 告 所 用 詞 彙 與 二 零 二 四 年 年 報 所 界 定 者 具有相同涵義。 除 於 二 零 二 四 年 年 ...

Financial Performance - Revenue decreased by approximately 44.2% to approximately RMB 41.9 million for the six months ended 30 June 2025, compared to approximately RMB 75.1 million for the same period in 2024[13]. - Gross profit for the six months ended 30 June 2025 was approximately RMB 11.2 million, down from approximately RMB 20.3 million for the same period in 2024[13]. - Loss for the period decreased by approximately 67.1% to approximately RMB 30.4 million for the six months ended 30 June 2025, compared to approximately RMB 92.3 million for the same period in 2024[13]. - Basic loss per share was approximately RMB 0.97 cents for the six months ended 30 June 2025, down from approximately RMB 3.45 cents for the same period in 2024[13]. - Total comprehensive loss for the period was approximately RMB 30.0 million for the six months ended 30 June 2025, compared to approximately RMB 91.6 million for the same period in 2024[14]. - Total comprehensive loss attributable to owners of the Company decreased to RMB 28,571,000 for the six months ended June 30, 2025, compared to RMB 91,595,000 in 2024, indicating a reduction of about 68.8%[15]. - The total comprehensive income for the period was reported as a loss of RMB 28,571,000[18]. - The Group's total revenue decreased by approximately 44.2% to approximately RMB 41.9 million for the six months ended June 30, 2025, compared to approximately RMB 75.1 million in the same period in 2024[156]. - The net loss for the Group was approximately RMB 30.4 million, a reduction of 67.1% from a net loss of approximately RMB 92.3 million in 2024[161]. Expenses and Costs - Selling and distribution expenses decreased to approximately RMB 8.4 million for the six months ended 30 June 2025, compared to approximately RMB 21.0 million for the same period in 2024[14]. - Administrative expenses remained relatively stable at approximately RMB 22.1 million for the six months ended 30 June 2025, compared to approximately RMB 22.3 million for the same period in 2024[14]. - Finance costs increased to approximately RMB 11.0 million for the six months ended 30 June 2025, compared to approximately RMB 8.0 million for the same period in 2024[14]. - The cost of sales decreased by approximately 44.0%, from approximately RMB 54.8 million for the six months ended 30 June 2024 to approximately RMB 30.7 million for the corresponding period in 2025, aligning with the decrease in revenue[167][171]. - Gross profit declined by approximately 44.8%, from approximately RMB 20.3 million in the first half of 2024 to approximately RMB 11.2 million in the first half of 2025, with a slight decrease in gross profit margin from 27.0% to 26.7%[168][172]. Assets and Liabilities - Total non-current assets decreased to RMB 21,648,000 as of June 30, 2025, down from RMB 24,390,000 as of December 31, 2024, reflecting a decline of approximately 11.3%[16]. - Total current assets decreased to RMB 158,722,000 as of June 30, 2025, compared to RMB 172,960,000 as of December 31, 2024, representing a decrease of about 8.2%[16]. - Total current liabilities decreased to RMB 349,981,000 as of June 30, 2025, down from RMB 359,235,000 as of December 31, 2024, indicating a reduction of approximately 2.9%[16]. - Net current liabilities increased to RMB (191,259,000) as of June 30, 2025, compared to RMB (186,275,000) as of December 31, 2024, reflecting a deterioration of about 2.6%[16]. - Total non-current liabilities decreased to RMB 68,905,000 as of June 30, 2025, from RMB 72,839,000 as of December 31, 2024, indicating a decline of approximately 5.4%[17]. - The deficit in equity attributable to owners of the Company was RMB (236,134,000) as of June 30, 2025, compared to RMB (233,794,000) as of December 31, 2024, showing a slight increase in deficit[17]. - Consolidated assets decreased to RMB 180,370,000 as of June 30, 2025, down from RMB 197,350,000 as of December 31, 2024, representing a decline of approximately 8.6%[64]. Cash Flow and Financing - For the six months ended June 30, 2025, net cash generated from operating activities was RMB 6,021,000, compared to a cash used of RMB 20,372,000 in the same period of 2024[31]. - Cash flow from investing activities resulted in a net cash used of RMB 1,017,000, an increase from RMB 62,000 used in the previous year[31]. - The company reported a net cash used in financing activities of RMB 3,938,000, contrasting with a net cash generated of RMB 23,653,000 in the same period last year[31]. - The total cash and cash equivalents at the beginning of the period were RMB 3,999,000, down from RMB 4,753,000 in the previous year[31]. - The company’s cash and bank balances at the end of the period were RMB 4,778,000, compared to RMB 7,487,000 in the previous year[31]. - The Group's interest-bearing bank and other borrowings amounted to approximately RMB 121.9 million, with loan from shareholders at approximately RMB 108.5 million[177][181]. - The Group plans to obtain external funding to improve working capital and liquidity[47]. - The Group aims to improve its working capital and liquidity through external funding and cost control measures[195][197]. Market and Operational Strategy - The Group strategically shifted focus to its export business, ceasing all retail operations in China and Hong Kong as of June 2025[154]. - The Group adopted a more agile production strategy by diversifying its manufacturing footprint beyond China, including a new facility in Southeast Asia[148]. - The Group's operational strategy included a shift from traditional offline furniture retail to online sales platforms, enhancing supply chain and logistics efficiency[148]. - The Group participated in prominent offline furniture exhibitions in the U.S. to maintain market presence and capture emerging opportunities[150]. - The decrease in revenue was attributed to macroeconomic factors such as inflation and rising interest rates, impacting consumer disposable income and demand for furniture[156]. Shareholder and Management Support - The controlling shareholder, Mr. Tse Kam Pang, provided an unsecured loan facility of up to HK$ 200,000,000, with an unutilized portion of approximately HK$ 61,424,000 as of 30 June 2025[40]. - Mr. Tse Kam Pang will not demand repayment of loans amounting to approximately RMB 108,497,000 for the next twelve months[40]. - The financial capacity of Mr. Tse Kam Pang to provide continuous support is critical for the Group's operations in the next twelve months[51]. Uncertainties and Risks - There are material uncertainties regarding the Group's ability to continue as a going concern due to ongoing execution of plans and measures[48]. - The Group's ability to continue as a going concern is uncertain and depends on successful implementation of financial support and funding strategies[194][199]. - There are material uncertainties regarding the Group's ability to realize its assets and discharge its liabilities in the normal course of business[194].

Wenye Group Holdings Limited （於開曼群島註冊成立的有限公司） 股份代號：1802 2025 2024 中期報告 INTERIM REPORT Wenye Group Holdings Limited (Incorporated in the Cayman Islands with limited liability) Stock Code: 1802 INTERIM REPORT WENYE 2024 中期報告 文 業 集 團 控 股 有 GROUP HOLDINGS LIMITED 限 公 司 目錄 | 公司資料 | 2 | | --- | --- | | 管理層討論及分析 | 4 | | 其他資料 | 14 | | 簡明綜合損益及其他全面收益表 | 18 | | 簡明綜合財務狀況表 | 19 | | 簡明綜合權益變動表 | 21 | | 簡明綜合現金流量表 | 22 | | 簡明綜合中期財務報表附註 | 23 | 公司資料 董事會 執行董事 范少周先生 （自2025年4月7日起辭任） 孔國競先生 （主席） 范舒穎女士 （聯席主席兼行政總裁） （於2025年4月7日獲委任） 陳 ...

[Report Overview](index=1&type=section&id=Report%20Overview) Provides an overview of the company's financial performance and reporting period, noting the change in fiscal year-end [Company Information and Reporting Period](index=1&type=section&id=Company%20Information%20and%20Reporting%20Period) Bonjour Holdings Limited (Stock Code: 653) announced its audited annual results for the 18 months ended June 30, 2025, with comparative figures for the year ended December 31, 2023, following a change in fiscal year-end - The company changed its fiscal year-end from December 31 to June 30, with the current period covering **18 months from January 1, 2024, to June 30, 2025**[8](index=8&type=chunk) [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) Presents the company's financial performance and position, including profit or loss, comprehensive income, and financial standing [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) The company transitioned from profit to loss, experiencing a significant decline in turnover and reporting a net loss of HK$278 million, with a loss per share of 91.6 HK cents Consolidated Statement of Profit or Loss Key Data | Metric | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Turnover | 90,968 | 950,271 | | Gross Profit | 34,454 | 63,052 | | (Loss)/Profit from Operations | (99,816) | 43,217 | | (Loss)/Profit for the Period/Year | (278,357) | 53,971 | | (Loss)/Earnings Per Share | (91.6) HK cents | 29.1 HK cents | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The company reported a total comprehensive expense of HK$277 million for the period, primarily due to the period's loss, contrasting with comprehensive income in the prior year Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Metric | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Total Comprehensive (Expense)/Income for the Period/Year | (277,526) | 49,333 | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company's net assets significantly decreased, and net current liabilities substantially increased, indicating liquidity pressure Consolidated Statement of Financial Position Key Data | Metric | June 30, 2025 (HK$ thousand) | December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Non-current Assets | 228,966 | 409,733 | | Current Assets | 26,805 | 94,375 | | Current Liabilities | 189,067 | 147,369 | | Net Current Liabilities | (162,262) | (52,994) | | Net Assets | 51,459 | 282,236 | [Notes to Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures supporting the consolidated financial statements, covering accounting policies and specific financial items [General Information and Basis of Preparation](index=6&type=section&id=General%20Information%20and%20Basis%20of%20Preparation) The company is an investment holding company listed on the HKEX, with its fiscal year-end changed to June 30, and lost control of Hop Fung Lung Limited on January 9, 2023 - The fiscal year-end changed from December 31 to June 30, with the current period covering **18 months from January 1, 2024, to June 30, 2025**[8](index=8&type=chunk) - The Group lost control over Hop Fung Lung Limited on **January 9, 2023**[7](index=7&type=chunk) [Going Concern Assessment](index=6&type=section&id=Going%20Concern%20Assessment) Despite net current liabilities and operating cash outflows, the Board has implemented measures like rights issue, shareholder support, and cost control to improve liquidity, preparing financial statements on a going concern basis - As of June 30, 2025, net cash outflow from operating activities was **HK$58,756 thousand**, and net current liabilities were **HK$162,262 thousand**[11](index=11&type=chunk) - Controlling shareholder Mr. Chan Kin Man committed to providing continued financial support to ensure working capital needs for at least the next **12 months**[11](index=11&type=chunk) - The company completed a rights issue and proposed a share placement to improve working capital[11](index=11&type=chunk) - The Board prepared cash flow forecasts and has **HK$90,632 thousand** in unutilized banking facilities from Mr. Chan[12](index=12&type=chunk) [Adoption of New and Revised HKFRSs](index=7&type=section&id=Adoption%20of%20New%20and%20Revised%20HKFRSs) Several new and revised HKFRSs were first applied this period with no significant impact on current or prior period results, though HKFRS 18 is expected to affect future financial statement presentation and disclosures - The period saw the first-time application of HKFRS 16 (Amendments), HKAS 1 (Amendments), and others, with no significant impact on the preparation or presentation of results and financial position for current or prior periods[14](index=14&type=chunk) - HKFRS 18 will introduce new presentation subtotals, disclosures for management-defined performance measures, and enhanced disaggregation guidance, expected to impact future financial statement presentation[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) [Turnover](index=9&type=section&id=Turnover) During the reporting period, the Group's turnover significantly decreased, primarily due to a sharp decline in technology product sales and a reduction in beauty, health, and lifestyle product sales Turnover Analysis by Major Product Category | Product Category | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Sales of beauty, health and lifestyle products | 54,518 | 64,824 | | Sales of technology products | 36,450 | 885,447 | | **Total** | **90,968** | **950,271** | [Segment Information](index=9&type=section&id=Segment%20Information) During the period, the Group's operations were segmented into wholesale and retail of beauty, health, and lifestyle products, and wholesale of technology products; the latter's significant turnover decline led to overall revenue reduction [Reportable Segment Information](index=9&type=section&id=Reportable%20Segment%20Information) The technology products segment experienced a significant decline in turnover and gross profit during the period, while the beauty, health, and lifestyle products segment maintained relatively stable gross profit contributions Reportable Segment Turnover and Gross Profit | Metric | Beauty, Health and Lifestyle Products (HK$ thousand) | Wholesale of Technology Products (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | | **18 Months Ended June 30, 2025** | | | | | Turnover | 54,518 | 36,450 | 90,968 | | Gross Profit | 34,127 | 327 | 34,454 | | **Year Ended December 31, 2023** | | | | | Turnover | 64,824 | 885,447 | 950,271 | | Gross Profit | 46,732 | 16,320 | 63,052 | [Disaggregation of Revenue from Contracts with Customers](index=10&type=section&id=Disaggregation%20of%20Revenue%20from%20Contracts%20with%20Customers) All of the Group's revenue from contracts with customers is recognized at a point in time - All revenue is recognized at a **point in time**[24](index=24&type=chunk) [Geographical Information](index=10&type=section&id=Geographical%20Information) The Group's turnover primarily originates from the Hong Kong market, with Macau contributing less, and non-current assets are also predominantly concentrated in Hong Kong Turnover and Non-current Assets by Geographical Region | Region | Turnover for 18 Months Ended June 30, 2025 (HK$ thousand) | Turnover for Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | 86,883 | 934,619 | | Macau | 4,085 | 15,652 | | **Total** | **90,968** | **950,271** | | | | | | Region | Non-current Assets as of June 30, 2025 (HK$ thousand) | Non-current Assets as of December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | 13,651 | 38,187 | | Macau | – | 195 | | **Total** | **13,651** | **38,382** | [Revenue from Major Customers](index=10&type=section&id=Revenue%20from%20Major%20Customers) During the period, the composition of major customers shifted, with a significant reduction in contributions from technology product customer A, and beauty, health, and lifestyle product customer C emerging as a new major customer Revenue from Major Customers | Customer | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Wholesale of technology products: Customer A | 14,357 | 393,878 | | Wholesale of technology products: Customer B | – | 198,065 | | Wholesale of beauty, health and lifestyle products: Customer C | 23,331 | – | - For the **18 months** ended June 30, 2025, Customer B did not contribute more than **10%** of the Group's turnover[26](index=26&type=chunk) [Other Income](index=11&type=section&id=Other%20Income) Other income significantly increased during the period, primarily due to a gain of **HK$28,705 thousand** from the derecognition of financial liabilities Other Income Details | Item | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Government grants | 106 | 4,734 | | Rental income | 5,411 | 291 | | Derecognition of financial liabilities | 28,705 | – | | **Total** | **38,794** | **9,628** | - Derecognition of financial liabilities amounted to **HK$28,705 thousand** due to the cancellation of creditor registration[27](index=27&type=chunk) [Finance Costs](index=12&type=section&id=Finance%20Costs) Finance costs increased during the period, primarily driven by higher interest expenses on bank and other borrowings, and amounts due to the controlling shareholder Finance Costs Details | Item | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Interest expense on lease liabilities | 5,962 | 6,796 | | Interest expense on bank and other borrowings | 12,809 | 4,899 | | Interest expense on amounts due to controlling shareholder | 4,077 | 1,648 | | **Total** | **24,860** | **13,381** | [Income Tax Credit/(Expense)](index=12&type=section&id=Income%20Tax%20Credit%2F%28Expense%29) The Group recorded an income tax credit of **HK$80 thousand** for the period, primarily from the reversal of over-provision for overseas tax in prior years Income Tax Credit/(Expense) Details | Item | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Current tax – Hong Kong Profits Tax: Provision for the period/year | – | (640) | | Current tax – Overseas: Over-provision in prior years | 80 | – | | **Total** | **80** | **(640)** | [Loss/Profit for the Period/Year](index=13&type=section&id=Loss%2FProfit%20for%20the%20Period%2FYear) The Group incurred a loss during the period, primarily influenced by cost of goods sold, depreciation of right-of-use assets, staff costs, and loss on disposal of property, plant, and equipment Key Items Affecting Loss/Profit for the Period/Year | Item | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Auditor's remuneration | 2,260 | 2,380 | | Cost of goods sold | 56,514 | 887,219 | | Depreciation of property, plant and equipment | 764 | 247 | | Depreciation of right-of-use assets | 27,161 | 23,396 | | Staff costs, including directors' emoluments | 51,486 | 56,814 | - Cost of goods sold included a reversal of provision for slow-moving inventories of **HK$3,649 thousand** (2023: **HK$12,560 thousand**), due to increased estimated net realizable value of inventories from changes in market demand[31](index=31&type=chunk) [Dividends](index=13&type=section&id=Dividends) The Board does not recommend the payment of any dividends for the current period or prior year - The Directors do not recommend the payment of any interim and final dividends attributable to owners of the Company for the current period and prior year[32](index=32&type=chunk) [Loss/Earnings Per Share](index=13&type=section&id=Loss%2FEarnings%20Per%20Share) For the period, basic and diluted loss per share was **91.6 HK cents**, compared to earnings per share of **29.1 HK cents** in the prior year Loss/Earnings Per Share Calculation Data | Metric | 18 Months Ended June 30, 2025 | Year Ended December 31, 2023 | | :--- | :--- | :--- | | (Loss)/Profit attributable to owners of the Company | (278,357) HK$ thousand | 53,971 HK$ thousand | | Weighted average number of ordinary shares | 303,748,707 | 185,154,053 | | (Loss)/Earnings Per Share | (91.6) HK cents | 29.1 HK cents | - The effect of potential ordinary shares was dilutive for both the current period and prior year[33](index=33&type=chunk) [Financial Assets at FVTOCI](index=14&type=section&id=Financial%20Assets%20at%20FVTOCI) As of June 30, 2025, the Group's investment in unlisted equity securities increased to **HK$676 thousand**, primarily for strategic investment purposes Financial Assets at FVTOCI | Item | June 30, 2025 (HK$ thousand) | December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Unlisted equity securities | 676 | 409 | - These investments are denominated in **USD** and designated as at fair value through other comprehensive income for strategic investment purposes[34](index=34&type=chunk) [Investment in a Joint Venture](index=14&type=section&id=Investment%20in%20a%20Joint%20Venture) During the period, the Group's investment in CR Business Innovation Investment Fund L.P. was reclassified from a joint venture to a financial asset at fair value through profit or loss due to a change in influence, resulting in recognized losses - The Group's investment in CR Business Innovation Investment Fund L.P. was reclassified from 'Investment in a joint venture' to 'Financial assets at fair value through profit or loss'[35](index=35&type=chunk) - This resulted in a recognized share of loss from the joint venture of **HK$59,094 thousand** and an accounting loss of **HK$46,921 thousand** from deemed disposal[35](index=35&type=chunk) - The fund primarily engages in property investment, with the Group holding a **75%** ownership interest[35](index=35&type=chunk) [Trade Receivables](index=16&type=section&id=Trade%20Receivables) As of June 30, 2025, total trade receivables significantly increased, accompanied by a substantial rise in the provision for expected credit losses Net Trade Receivables and Loss Provision | Item | June 30, 2025 (HK$ thousand) | December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Gross trade receivables | 25,434 | 2,003 | | Less: Loss allowance for expected credit losses | (16,283) | (843) | | Net trade receivables | 9,151 | 1,160 | - Wholesale customers have credit terms of **30 to 120 days**, while retail sales customers (e-commerce) have **30-day** credit terms[37](index=37&type=chunk) - The loss allowance for trade receivables increased from **HK$843 thousand** on January 1, 2023, to **HK$16,283 thousand** on June 30, 2025[38](index=38&type=chunk) [Trade Payables](index=17&type=section&id=Trade%20Payables) As of June 30, 2025, total trade payables increased, with a significant portion comprising amounts aged over **120 days** Trade Payables Aging Analysis | Aging | June 30, 2025 (HK$ thousand) | December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | 0-30 days | 1,830 | 89 | | Over 120 days | 4,098 | 4,680 | | **Total** | **5,949** | **4,811** | - Local suppliers have credit terms of **30 to 120 days**, while overseas suppliers require **30% to 50%** upfront payment[39](index=39&type=chunk) [Share Capital](index=18&type=section&id=Share%20Capital) During the period, the company underwent capital reorganization, including share consolidation, capital reduction, and subdivision, resulting in reduced issued share capital and new shares issued through shareholder loan capitalization - The company held an EGM on **September 30, 2024**, to address capital reorganization matters, including share consolidation, capital reduction, and subdivision[44](index=44&type=chunk)[47](index=47&type=chunk) Changes in Issued and Fully Paid Share Capital | Item | June 30, 2025 (HK$ thousand) | December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | At January 1 | 47,543 | 35,126 | | Share consolidation, capital reduction and subdivision | (45,166) | – | | Shares issued under shareholder loan capitalization | 2,100 | 12,417 | | **At end of period** | **4,477** | **47,543** | - Issued **210,000,000** shares through shareholder loan capitalization, offsetting approximately **HK$33,180 thousand** in shareholder loans[43](index=43&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) [Events After the Reporting Period (Notes)](index=19&type=section&id=Events%20After%20the%20Reporting%20Period%20%28Notes%29) Subsequent to the reporting period, the company allotted and issued **951,290,838** ordinary shares on a rights issue basis on **September 16, 2025** - On **September 16, 2025**, the company allotted and issued **951,290,838** ordinary shares on a rights issue basis[46](index=46&type=chunk) [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) Provides management's perspective on the Group's financial performance, operational highlights, market conditions, and strategic outlook [Annual Results Overview](index=20&type=section&id=Annual%20Results%20Overview) Bonjour's turnover significantly dropped by **90%** to **HK$91,000 thousand** for the period, reporting a **HK$278,400 thousand** loss, mainly due to non-operating expenses and non-cash accounting provisions, with core business loss at **HK$75,700 thousand** after adjustments Annual Results Overview | Metric | 18 Months Ended June 30, 2025 | Year Ended December 31, 2023 | | :--- | :--- | :--- | | Turnover | 91,000 HK$ thousand | 950,300 HK$ thousand | | (Loss)/Profit for the Year | (278,400) HK$ thousand | 54,000 HK$ thousand | | (Loss)/Earnings Per Share | (91.6) HK cents | 29.1 HK cents | - Turnover decreased by **90%** year-on-year[48](index=48&type=chunk) - The loss was primarily impacted by non-operating expenses and non-cash accounting provisions of approximately **HK$202,700 thousand**, including fund investment losses of **HK$153,800 thousand** and impairment provisions for trade receivables of **HK$48,900 thousand**[48](index=48&type=chunk)[52](index=52&type=chunk) - Excluding these special items, the Group's core business generated a loss of approximately **HK$75,700 thousand**[48](index=48&type=chunk) [Market Overview: Hong Kong Retail and Global Dynamics](index=20&type=section&id=Market%20Overview%3A%20Hong%20Kong%20Retail%20and%20Global%20Dynamics) Hong Kong's retail sector faces slow post-pandemic recovery, suppressed local consumer confidence, geopolitical tensions, and supply chain disruptions, while digital transformation and cross-border e-commerce in the Greater Bay Area offer new growth opportunities [Local Retail Challenges](index=20&type=section&id=Local%20Retail%20Challenges) Hong Kong's retail market recovery is uneven, with tourism shifting to experiential demand and luxury retail under pressure, while rising living costs and inflation curb local consumer confidence, leading to cautious spending - Hong Kong's post-pandemic retail recovery is uneven, with some core sectors rebounding slower than expected, tourism demand shifting to experiential, and luxury retail facing pressure[50](index=50&type=chunk) - Rising living costs and inflationary pressures suppress local consumer confidence, leading to more cautious spending patterns[50](index=50&type=chunk) [Digital Transformation](index=20&type=section&id=Digital%20Transformation) Digital transformation accelerates with e-commerce penetration exceeding **25%** of total retail revenue, as retailers adopt omnichannel strategies, AI-driven personalization, social commerce, and live streaming sales - E-commerce penetration surged, with online sales accounting for over **25%** of total retail revenue in 2024/2025, up from **15%** in 2022 and **20%** in 2023[51](index=51&type=chunk) - Retailers increasingly adopt omnichannel strategies, integrating online-to-offline (O2O) experiences, and leveraging AI-driven personalized marketing, social commerce platforms, and live streaming sales[51](index=51&type=chunk) [Global Headwinds](index=21&type=section&id=Global%20Headwinds) Hong Kong's retail sector faces global challenges including geopolitical tensions, supply chain disruptions driving up import costs, and a growing emphasis on eco-conscious consumption, pushing retailers towards sustainable practices - Geopolitical tensions, such as US-China trade friction and currency fluctuations like a stronger Hong Kong dollar, diminish Hong Kong's appeal to travelers from weaker currency regions[57](index=57&type=chunk) - Supply chain disruptions have driven up import costs for electronics, fashion, and luxury goods, forcing retailers to adjust pricing strategies, potentially impacting sales volumes broadly[57](index=57&type=chunk) - The global emphasis on eco-conscious consumption drives retailers to implement sustainable initiatives, transitioning from ethical sourcing to carbon-neutral operations[57](index=57&type=chunk) [Cross-border E-commerce](index=21&type=section&id=Cross-border%20E-commerce) The Greater Bay Area's middle class, with over **RMB2.3 trillion** in disposable income, represents a significant demand source for international premium goods, making cross-border e-commerce platforms crucial for reaching this demographic - The Greater Bay Area's middle class has over **RMB2.3 trillion** in total disposable income, making it a significant source of demand for international premium goods[54](index=54&type=chunk) - Cross-border e-commerce platforms overcome traditional logistics constraints, becoming a key channel to efficiently reach this demographic, offering a seamless premium product selection experience[54](index=54&type=chunk) [Strategic Outlook (Market)](index=21&type=section&id=Strategic%20Outlook%20%28Market%29) Despite structural challenges, Hong Kong's retail sector demonstrates strong resilience through innovative technology, sustainable practices, and cross-border collaboration; future success favors companies prioritizing omnichannel experiences, data-driven decisions, and regional integration - Hong Kong's retail sector demonstrates strong resilience through innovative technology applications, sustainable development practices, and cross-border collaboration[55](index=55&type=chunk) - In the future, leading enterprises will prioritize omnichannel experiences, data-driven decision-making, and regional synergy[55](index=55&type=chunk) - HKMALL, as a leading cross-border e-commerce platform, assists Hong Kong retailers in tapping into the high-spending demographic of the Greater Bay Area and global markets[56](index=56&type=chunk) [Business Review](index=22&type=section&id=Business%20Review) Since 2020, the Group has transformed by ceasing traditional physical retail, focusing resources on upgrading the 'HKMALL' e-commerce platform, and developing a new O2O B2B model, expanding its product portfolio to 'beauty, health, and lifestyle' and building an omnichannel ecosystem through technological innovation, despite short-term turnover decline [Transformation Strategy and Achievements](index=22&type=section&id=Transformation%20Strategy%20and%20Achievements) The Group ceased traditional physical retail, concentrating resources on upgrading the 'HKMALL' e-commerce platform and developing a new O2O B2B model, expanding its product range to 'beauty, health, and lifestyle,' significantly increasing platform suppliers and products, and establishing bonded warehouse operations in Hainan and Guangzhou - The Group ceased traditional physical retail store operations, concentrating resources on upgrading the 'HKMALL' e-commerce platform and developing a new B2B business model centered on online-to-offline (O2O) operations[58](index=58&type=chunk) - The product range expanded from pure beauty to the 'beauty, health, and lifestyle' sector[59](index=59&type=chunk) - 'HKMALL' now features over **390,000** products and **4,600** suppliers, a significant increase from 2023[59](index=59&type=chunk) - Established bonded warehouse operating systems in Hainan and Guangzhou, investing significant resources to strengthen cross-border sales capabilities and multi-channel strategies[59](index=59&type=chunk) - Partnered with mainland's renowned shopping platform 'Happy Shopping' to pilot sales of the 'Suisse Reborn' skincare series, establishing a dedicated product space of over **10,000 square feet** for KOL product selection and live stream promotion[60](index=60&type=chunk) - The decline in turnover was primarily due to global economic challenges, strategic restructuring of retail infrastructure, and strategic investments in bonded warehouse operations[61](index=61&type=chunk)[63](index=63&type=chunk) [Flagship Platform: Bonjour Beauty and Lifestyle Experience](index=23&type=section&id=Flagship%20Platform%3A%20Bonjour%20Beauty%20and%20Lifestyle%20Experience) 'HKMALL,' a leading e-commerce platform, offers diverse beauty, skincare, health, and lifestyle products through self-operated and consignment models, featuring a 'Bonjour Global Outlet' zone with over **100** international brands and exclusive high-end agency brands - 'HKMALL' is a leading e-commerce platform offering a diverse range of beauty, skincare, health, and lifestyle products through both self-operated and consignment models[62](index=62&type=chunk) - The platform includes the 'Bonjour Global Outlet' e-commerce zone, featuring over **100** renowned international brands and exclusive agency for high-end brands like 'Suisse Reborn' and 'Dr. Bauer'[62](index=62&type=chunk) - 'HKMALL' adheres to the philosophy of 'quality and high cost-effectiveness,' with a professional team continuously tracking market trends and consumer behavior[62](index=62&type=chunk) [Strategic Cooperation and Industry Innovation Leadership](index=24&type=section&id=Strategic%20Cooperation%20and%20Industry%20Innovation%20Leadership) The Group supports SME digital transformation, operates the 'Hong Kong Industry Innovation Centre' (HKIIC) as an incubator, and deepens strategic cooperation with Guangzhou and Hainan bonded warehousing facilities to expand cross-border wholesale business - Provides high-end e-commerce solutions and smart retail systems to accelerate the digital transformation of traditional industries[65](index=65&type=chunk) - Leads the operation of the 'Hong Kong Industry Innovation Centre' (HKIIC), driving digital transformation through 'industry + technology + capital' synergy, and is certified by Hong Kong Cyberport's 'Accelerator Support Programme'[65](index=65&type=chunk) - Deepens strategic cooperation with Guangzhou and Hainan bonded warehousing facilities, strengthening wholesale capabilities and optimizing logistics and distribution networks[66](index=66&type=chunk) - Will expand cross-border wholesale business in the future, becoming a key facilitator for international suppliers to enter and expand into mainland China's vast consumer market[66](index=66&type=chunk) [Strategic Outlook (Company Strategy)](index=24&type=section&id=Strategic%20Outlook%20%28Company%20Strategy%29) The Group, centered on a 'technology + consumption' framework, continuously adjusts its business model to adapt to emerging trends, aiming for sustainable growth through the 'HKMALL' platform, an omnichannel ecosystem, operational efficiency, and cross-border expansion strategies [HKMALL Leads Retail Innovation](index=25&type=section&id=HKMALL%20Leads%20Retail%20Innovation) 'HKMALL,' as the Group's core e-commerce platform, serves as a flagship portal and empowers merchants to establish scalable digital stores, helping Hong Kong SMEs rapidly transition to agile digital business models - 'HKMALL,' as the core e-commerce platform, empowers merchants to establish scalable digital stores, assisting Hong Kong SMEs in rapidly transitioning from traditional operating models to agile digital business models[68](index=68&type=chunk) [Omni-channel Ecosystem Development](index=25&type=section&id=Omni-channel%20Ecosystem%20Development) The Group fosters strategic partnerships with suppliers through an omnichannel retail network, uses data insights to optimize supply chain dynamics, curates diverse product portfolios to meet evolving consumer demands, and prioritizes exclusive distribution partnerships - Establishes strategic partnerships with suppliers through an omnichannel retail network, utilizing data insights on consumer behavior, product trends, and purchasing patterns to optimize supply chain dynamics[69](index=69&type=chunk) - The Group will further curate a diversified product portfolio aligned with its 'Better Living' mission, prioritizing exclusive distribution partnerships to optimize risk management and profit expansion[69](index=69&type=chunk) [Operational Efficiency and Sustainable Development](index=25&type=section&id=Operational%20Efficiency%20and%20Sustainable%20Development) The Group significantly enhances operational efficiency and per capita productivity through automation and AI-driven workflows, while committing to sustainable development by implementing paperless transactions and resource-saving processes, aligning with global ESG standards - Through automation and AI-driven workflows, the Group significantly enhances operational efficiency, reducing redundancy and increasing per capita productivity[70](index=70&type=chunk) - The Group is also committed to sustainable development, implementing paperless transactions and resource-saving processes, aligning with global ESG standards and reducing its environmental footprint[70](index=70&type=chunk) [Cross-border Growth and Collaborative Commerce](index=25&type=section&id=Cross-border%20Growth%20and%20Collaborative%20Commerce) The Group invests in Guangzhou and Hainan bonded warehouses to strengthen cross-border B2B capabilities, deploys AI-driven bonded vending machines in the Greater Bay Area to create an O2O integrated ecosystem, and builds an influencer commerce network with KOLs on a consignment model for asset-light incremental revenue - The Group strengthens cross-border B2B capabilities by investing in Guangzhou and Hainan bonded warehouses, and deploys AI-driven bonded vending machines in high-traffic subway hubs to create an online-to-offline (O2O) integrated ecosystem[71](index=71&type=chunk) - The Group also established a robust influencer commerce network, collaborating with Key Opinion Leaders (KOLs) on a consignment model; this asset-light approach eliminates KOL inventory risk while enhancing product exposure, driving incremental revenue at minimal cost[71](index=71&type=chunk) [Confidence in Future Growth](index=25&type=section&id=Confidence%20in%20Future%20Growth) Despite slow traditional retail recovery, the Group's strategic investments in new retail technology and cross-border expansion lay the foundation for future growth, with the 'HKMALL' platform and wholesale business driving new O2O global trade opportunities, positioning the Group as a key bridge for mainland enterprises to go global - Despite the slow recovery of the Group's traditional retail business in 2024, strategic investments in new retail technology and cross-border expansion lay the foundation for business revitalization in **2025** and beyond[72](index=72&type=chunk) - The Group's HKMALL platform and wholesale business are jointly driving new O2O global trade opportunities, becoming powerful growth engines for the Group[72](index=72&type=chunk) - With its unique positioning, the Group serves as a crucial bridge assisting mainland enterprises in expanding overseas and into international markets, providing one-stop solutions for global outreach and expansion[72](index=72&type=chunk) [Financial Review](index=26&type=section&id=Financial%20Review) Facing challenges in the Hong Kong retail market, the Group's turnover significantly decreased by **90%**, gross profit declined by **45%**, and a loss was recorded; net current liabilities substantially increased, and the current ratio decreased, but management plans to leverage digital transformation to improve financial performance [Overview](index=26&type=section&id=Overview) Hong Kong's retail market faces challenges from changing consumer habits, reduced cross-border spending, fewer high-value consumers, and rising unemployment; the Group's turnover decreased by **90%**, with technology product sales down **96%** and e-commerce down **37%**, while overall gross profit declined by **45%** but gross profit margin improved - Hong Kong's retail market faces challenges including changing consumer habits, reduced cross-border consumption, fewer high-value consumers, and rising unemployment[74](index=74&type=chunk) - E-commerce consumers prioritize cost, flexible delivery options, and return policies, while social media and personalized solutions remain drivers of purchasing behavior[75](index=75&type=chunk) - Turnover reached **HK$91,000 thousand**, a **90%** year-on-year decrease[76](index=76&type=chunk) - Technology product sales decreased by **96%** compared to 2023, and e-commerce business decreased by **37%**[76](index=76&type=chunk) - Overall gross profit decreased by **45%**, while the gross profit margin percentage improved by **31%**[76](index=76&type=chunk) - The gross profit margin for wholesale and retail of beauty, health, and lifestyle products was **63%** (2023: **72%**), and for wholesale of technology products was **1%** (2023: **2%**)[76](index=76&type=chunk) - Recorded a loss of **HK$278,400 thousand**, with a core business loss of **HK$75,700 thousand**[76](index=76&type=chunk)[77](index=77&type=chunk) [Cash Flow and Liquidity](index=26&type=section&id=Cash%20Flow%20and%20Liquidity) As of June 30, 2025, the Group's bank and cash balances decreased, net current liabilities significantly increased, and liquidity and net gearing ratios worsened, though net cash outflow from operating activities remained stable, and net cash inflow from financing activities improved Cash Flow and Liquidity Indicators | Metric | June 30, 2025 | December 31, 2023 | | :--- | :--- | :--- | | Bank and cash balances | 3,900 HK$ thousand | 16,100 HK$ thousand | | Net current liabilities | 162,300 HK$ thousand | 53,000 HK$ thousand | | Current ratio | 0.14 | 0.64 | | Net gearing ratio | 1.97 | 0.41 | | Total liabilities to shareholders' equity ratio | 4.0 | 4.0 | Cash Flow Activities | Activity | 18 Months Ended June 30, 2025 | Year Ended December 31, 2023 | | :--- | :--- | :--- | | Net cash outflow from operating activities | 58,800 HK$ thousand | 59,000 HK$ thousand | | Net cash outflow from investing activities | 1,300 HK$ thousand | Net inflow 6,700 HK$ thousand | | Net cash inflow from financing activities | 47,900 HK$ thousand | Net outflow 50,400 HK$ thousand | [Extract from Independent Auditor's Report](index=27&type=section&id=Extract%20from%20Independent%20Auditor%27s%20Report) Presents key findings from the independent auditor's report, including their opinion on the financial statements and any material uncertainties regarding going concern [Opinion](index=28&type=section&id=Opinion) The auditor opines that the consolidated financial statements fairly present the Group's financial position, performance, and cash flows in accordance with HKFRSs and are properly prepared under the Hong Kong Companies Ordinance - The auditor believes that the consolidated financial statements fairly present the Group's consolidated financial position as of June 30, 2025, and its consolidated financial performance and cash flows for the **18 months** ended June 30, 2025, in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA, and have been properly prepared in compliance with the Hong Kong Companies Ordinance[82](index=82&type=chunk) [Material Uncertainty Related to Going Concern](index=28&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor noted significant uncertainties regarding the Group's going concern ability, as described in Note 1 to the consolidated financial statements, but did not modify their opinion based on this matter - The auditor noted that Note 1 to the consolidated financial statements describes key circumstances raising doubt about the Group's ability to continue as a going concern; these events or conditions indicate a material uncertainty that may cast significant doubt on the Group's going concern ability, but the auditor did not modify their opinion on this matter[83](index=83&type=chunk) [Other Information](index=28&type=section&id=Other%20Information) Provides additional disclosures on various corporate matters, including contingent liabilities, litigation, capital structure, and corporate governance practices [Contingent Liabilities](index=28&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 (December 31, 2023: none)[84](index=84&type=chunk) [Litigation](index=28&type=section&id=Litigation) The Group is involved in ongoing legal proceedings and claims, for which management has made full provisions and is seeking favorable settlements - As of June 30, 2025, the Group was involved in a series of ongoing legal proceedings and claims; management has made full provisions for the amounts involved and is seeking favorable settlements with the litigants[85](index=85&type=chunk) [Foreign Exchange and Bank Borrowing Interest Rate Risk](index=28&type=section&id=Foreign%20Exchange%20and%20Bank%20Borrowing%20Interest%20Rate%20Risk) The Group faces limited foreign exchange fluctuation risk as most assets and transactions are settled in HKD, MOP, and RMB, with bank borrowings of approximately **HK$73,000 thousand** bearing fixed and floating interest rates - Foreign exchange fluctuation risk is limited as most of the Group's assets, receipts, and payments are primarily settled in **HKD**, **MOP**, and **RMB**, with a small portion in **JPY** and **EUR**[86](index=86&type=chunk) - As of June 30, 2025, the Group had bank and other borrowings amounting to approximately **HK$73,000 thousand** (December 31, 2023: approximately **HK$47,500 thousand**); these bank borrowings bear interest at fixed and floating rates based on short-term interbank offer rates[86](index=86&type=chunk) [Capital Structure and Connected Transactions](index=29&type=section&id=Capital%20Structure%20and%20Connected%20Transactions) During the reporting period, the company underwent capital reorganization, including share consolidation, capital reduction, and subdivision, and capitalized a shareholder loan from the controlling shareholder into new shares through a connected transaction to improve its capital structure - The company held an EGM on **September 30, 2024**, approving capital reorganization matters including share consolidation, capital reduction, and subdivision[87](index=87&type=chunk)[89](index=89&type=chunk) - Entered into a subscription agreement with controlling shareholder Mr. Chan Kin Man to capitalize approximately **HK$33,180 thousand** of shareholder loans into **210,000,000** subscription shares[87](index=87&type=chunk)[91](index=91&type=chunk) - This loan capitalization constituted a connected transaction, reviewed and approved at an EGM on **January 10, 2025**[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk) [Pledge of Group's Assets](index=30&type=section&id=Pledge%20of%20Group%27s%20Assets) As of June 30, 2025, the Group had no assets pledged - As of June 30, 2025, the Group had no assets pledged (December 31, 2023: no assets were pledged for banking facilities granted to the Group)[90](index=90&type=chunk) [Significant Acquisitions or Disposals](index=31&type=section&id=Significant%20Acquisitions%20or%20Disposals) Aside from changes in joint venture investments disclosed in Note 12 to the consolidated financial statements, there were no other significant acquisitions or disposals of subsidiaries and associates during the reporting period - Except as disclosed in Note 12 to the consolidated financial statements, there were no other significant acquisitions or disposals of subsidiaries and associates during the period[95](index=95&type=chunk) [Future Plans for Material Investments and Capital Assets](index=31&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) The Board will consider investment and capital asset plans that can improve the company's profitability and liquidity - The Board will consider investment and capital asset plans that can improve the company's profitability and liquidity[96](index=96&type=chunk) [Human Resources](index=31&type=section&id=Human%20Resources) As of June 30, 2025, the Group employed approximately **59** staff in Hong Kong, with significantly streamlined staff costs, emphasizing talent development through competitive compensation, benefits, and training - As of June 30, 2025, the Group employed approximately **59** (2023: approximately **158**) full-time and part-time employees in Hong Kong[97](index=97&type=chunk) - Staff costs (including directors' emoluments) were significantly streamlined during the period, amounting to approximately **HK$51,500 thousand** (2023: approximately **HK$59,100 thousand**)[97](index=97&type=chunk) - The Group provides Mandatory Provident Fund schemes, medical insurance plans, staff purchase discounts, and training courses[97](index=97&type=chunk) [Events After the Reporting Period (MD&A)](index=31&type=section&id=Events%20After%20the%20Reporting%20Period%20%28MD%26A%29) Subsequent to the reporting period, the company allotted and issued **951,290,838** ordinary shares on a rights issue basis on **September 16, 2025** - On **September 16, 2025**, **951,290,838** ordinary shares were allotted and issued on a non-underwritten rights issue basis, at a ratio of three rights shares for every one existing share held on the record date[98](index=98&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=31&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any listed securities - Except as disclosed in this announcement, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period[99](index=99&type=chunk) [Directors' Securities Transactions](index=32&type=section&id=Directors%27%20Securities%20Transactions) Upon inquiry, all directors confirmed compliance with the standard code for securities transactions by directors of listed issuers during the reporting period - Following specific inquiries to all Directors, the company confirmed that all Directors have complied with the required standards set out in the Model Code throughout the period[101](index=101&type=chunk) [Corporate Governance Practices](index=32&type=section&id=Corporate%20Governance%20Practices) The company is committed to good corporate governance and complied with all applicable code provisions of the Corporate Governance Code in Appendix C1 of the HKEX Listing Rules during the reporting period - During the period, the company applied the principles of good corporate governance and complied with all applicable code provisions set out in the Corporate Governance Code in Appendix C1 of the HKEX Listing Rules[102](index=102&type=chunk) [Audit Committee](index=33&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviews external audits, risk management, internal control systems, and financial statements, providing recommendations to the Board, and held four meetings during the period - The Audit Committee comprises three independent non-executive Directors: Mr. Kwok Chi Shing (Chairman), Mr. Li Kwun Kwan, and Mr. Yan Cheuk Ning[104](index=104&type=chunk) - The Audit Committee's responsibilities include reviewing and discussing the effectiveness of the Group's external audit, risk management, and internal control systems, reviewing the company's annual report, accounts, and interim reports, and providing advice and recommendations to the Board[105](index=105&type=chunk) - During the period, the Audit Committee held **four** meetings, with all members achieving a **4/4** attendance rate[105](index=105&type=chunk)[107](index=107&type=chunk) [Publication of Annual Results Announcement and Board Composition](index=34&type=section&id=Publication%20of%20Annual%20Results%20Announcement%20and%20Board%20Composition) The annual results announcement has been published on the company and HKEX websites, with the annual report to be dispatched to shareholders in due course; the Board comprises two executive directors and three independent non-executive directors - The annual results announcement is published on the company's website (http://corp.bonjourhk.com) and the HKEX website (www.hkexnews.hk)[108](index=108&type=chunk) - The Board comprises executive Directors Mr. Chan Kin Man and Ms. Chiu Lai Kuen; and independent non-executive Directors Mr. Kwok Chi Shing, Mr. Li Kwun Kwan, and Mr. Yan Cheuk Ning[109](index=109&type=chunk)

Financial Performance - Revenue for the eighteen months ended June 30, 2025, was HKD 451.30 million, an increase of HKD 132.15 million or 41.41% compared to HKD 319.15 million for the year ended December 31, 2023[3]. - Net loss attributable to shareholders for the eighteen months ended June 30, 2025, was HKD 161.36 million, an increase of HKD 24.02 million compared to HKD 137.34 million for the year ended December 31, 2023[3]. - Basic and diluted loss per share for the eighteen months ended June 30, 2025, was HKD 2.93, compared to HKD 2.49 for the year ended December 31, 2023[3]. - Total comprehensive loss for the eighteen months ended June 30, 2025, was HKD 279.26 million, compared to HKD 189.42 million for the year ended December 31, 2023[5]. - The group reported a total loss of approximately HKD 259,384,000 for the eighteen-month period ending June 30, 2025, with a total loss amounting to HKD 26,763,000[16]. - The net loss before tax for the eighteen months ended June 30, 2025, was HKD 262,061,000, compared to a loss of HKD 205,459,000 for the year ended December 31, 2023, indicating an increase in losses of about 27.5%[32]. - The company reported a net loss attributable to shareholders of HKD 161,361,000 for the year ended December 31, 2023, compared to a loss of HKD 137,336,000 for the previous year, indicating a worsening of approximately 17.5%[32]. - The group recorded a net loss attributable to shareholders of approximately HKD 161,360,000, an increase of about HKD 24,024,000 or 17.49% compared to the previous fiscal year, primarily due to increased sales costs and operating expenses[85]. Revenue Sources - The increase in revenue was primarily due to higher income from the water supply business and rental income from commercial properties in China[3]. - Revenue from water supply and related services increased to HKD 398,390,000 for the eighteen-month period ending June 30, 2025, compared to HKD 286,829,000 for the year ending December 31, 2023, representing a growth of approximately 38.8%[19]. - The group generated revenue from property management and leasing services amounting to HKD 35,295,000 for the eighteen-month period ending June 30, 2025, compared to HKD 22,776,000 for the year ending December 31, 2023[19]. - Total revenue for the reporting segments reached HKD 451,301,000 for the eighteen months ended June 30, 2025, compared to HKD 319,147,000 for the year ended December 31, 2023, representing a growth of approximately 41.3%[32]. - Revenue from water supply and related services was approximately HKD 415,699,000, up 39.46% or about HKD 117,620,000 from the previous fiscal year, driven by increased installation, construction, and maintenance income[84]. - The property investment and development segment recorded revenue of approximately HKD 35,295,000, an increase of about HKD 14,486,000, attributed to market recovery and improved consumer confidence[84]. - The financial services segment reported revenue of approximately HKD 307,000, a decrease of about HKD 48,000 or 18.53% due to enhanced credit monitoring for margin clients[85]. Assets and Liabilities - Non-current assets as of June 30, 2025, totaled HKD 1,393.90 million, a decrease from HKD 1,517.09 million as of December 31, 2023[6]. - Current liabilities as of June 30, 2025, were HKD 872.00 million, compared to HKD 785.10 million as of December 31, 2023[7]. - Net assets as of June 30, 2025, were HKD 329.79 million, down from HKD 613.51 million as of December 31, 2023[7]. - The total assets of the company as of June 30, 2025, amounted to HKD 1,903,138,000, a decrease from HKD 2,042,382,000 as of December 31, 2023[34]. - The total liabilities increased to HKD 1,573,347,000 as of June 30, 2025, from HKD 1,428,869,000 as of December 31, 2023[34]. - Total liabilities to total assets ratio increased to 83% as of June 30, 2025, compared to 69% as of December 31, 2023[82]. Cash Flow and Financing - The group’s cash and bank balances were approximately HKD 168,873,000, with total current liabilities netting around HKD 362,769,000 as of June 30, 2025[46]. - The group is currently implementing plans to alleviate liquidity issues and improve financial conditions, with ongoing negotiations with banks and suppliers[46]. - The group has unutilized bank financing of approximately HKD 379,370,000 as of June 30, 2025, and expects to renew all bank financing upon maturity[18]. - The group’s cash flow from operations is deemed sufficient to meet foreseeable expenses, but additional debt or equity financing may be required for large-scale expansions or acquisitions[83]. - The group’s bank borrowings decreased from HKD 866,798,000 as of December 31, 2023, to HKD 742,361,000 by June 30, 2025, primarily due to loan repayments during the fiscal period[74]. Cost and Expenses - The company experienced increased sales costs and operating expenses, contributing to the rise in net loss[3]. - Cost of revenue for the eighteen months was approximately HKD 478,064,000, an increase of about HKD 176,688,000 compared to the previous fiscal year[51]. - General and administrative expenses increased by 66.33% to HKD 112,915,000, driven by higher employee costs and foreign exchange losses[57]. - Financial expenses rose by 21.61% to HKD 59,100,000, primarily due to increased interest rates on bank loans[59]. - Employee costs, including directors' remuneration, totaled HKD 80,054,000 for the eighteen months ended June 30, 2025, up from HKD 60,859,000 for the year ended December 31, 2023, marking an increase of about 31.5%[24]. Dividends and Shareholder Returns - The board of directors did not recommend any final dividend for the eighteen months ended June 30, 2025, consistent with the previous year[3]. - The company did not declare any dividends for the eighteen months ended June 30, 2025, consistent with the previous year[40]. - The company has not paid or proposed any dividends for the eighteen months ending June 30, 2025, consistent with the previous year[104]. Governance and Compliance - The audit committee, consisting of three independent non-executive directors, has reviewed the financial statements for the eighteen months ending June 30, 2025, ensuring compliance with applicable accounting standards and regulations[110]. - The company appointed a new auditor, Changqing (Hong Kong) CPA Limited, effective July 25, 2025, following the resignation of the previous auditor[111]. - The company will issue its annual report by October 31, 2025, containing all information required by the listing rules for the eighteen months ending June 30, 2025[113]. Future Plans and Strategies - The group plans to enhance liquidity and operating cash flow through negotiations with suppliers and seeks to restructure its subsidiaries to resolve disputes and settle outstanding payments related to ongoing litigation[18]. - The group plans to focus on property investment and development to provide stable income sources while exploring potential projects in China and overseas to enhance market competitiveness[87]. - The group has entered into a framework agreement to acquire retail and commercial properties in Guangzhou, with indicative consideration not exceeding RMB 260 million (approximately HKD 285.71 million)[90]. - The group has also signed a non-binding memorandum of understanding for the potential acquisition of equity interests in properties in Guangdong, with indicative consideration of not less than RMB 300 million (approximately HKD 334.34 million)[93].

由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主板買賣的證 券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的市場。 本公告的資料乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關ISP Global Limited（「本公司」，連同其附屬公司稱為「本集團」或「我們」）的資料；本公司董事（「董 事」）願就本公告共同及個別地承擔全部責任。各董事在作出一切合理查詢後，確認就其所知 及所信，本公告所載資料在各重要方面均屬準確完備，沒有誤導或欺詐成分；及並無遺漏其他 事項，足以令本公告所載任何陳述或本公告產生誤導。 1 香港交易及結算所有限公司及聯交所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。 ISP GLOBAL LIMITED （於開曼群島註冊成立的有限公司） （股份代號：8487） 截至2025年6月30日止年度的年度業績公告 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為相比起其他在聯交所上市的公司帶有較高投 ...

Financial Performance - The total revenue for the year ended June 30, 2025, was HKD 377,168,000, representing a 1% increase from HKD 370,069,000 in the previous year[2] - Gross profit for the same period was HKD 36,004,000, up from HKD 34,181,000, indicating a growth of 5%[2] - The net loss for the year was HKD 10,701,000, a significant improvement compared to a net loss of HKD 65,707,000 in the prior year, reflecting a reduction of approximately 84%[2] - The company's basic and diluted loss per share improved to HKD (8.43) from HKD (25.78) year-over-year[2] - The group reported a net loss of approximately HKD 14,623,000 for the year ending June 30, 2025, compared to a net loss of approximately HKD 44,212,000 for the previous year, indicating an improvement in financial performance[32] - The company reported a loss attributable to owners of approximately HKD 14.6 million for the year ending June 30, 2025, an improvement from a loss of HKD 44.2 million in the previous year[48] Assets and Liabilities - Total assets as of June 30, 2025, amounted to HKD 214,655,000, compared to HKD 209,498,000 in the previous year, showing a slight increase[4] - Current liabilities increased to HKD 277,308,000 from HKD 253,847,000, indicating a rise of approximately 9%[5] - The total accounts receivable amounted to HKD 31,908,000 as of June 30, 2025, down from HKD 34,945,000 in the previous year, with a net accounts receivable of HKD 28,787,000 after deducting provisions for losses[34] - As of June 30, 2025, the group's total liabilities were approximately HKD 178.0 million, an increase from HKD 135.9 million the previous year[51] - The net current liabilities were approximately HKD 170.5 million, compared to HKD 139.4 million as of June 30, 2024[51] - The company’s net debt to total assets ratio was approximately 79.9%, up from 63.8% the previous year[51] Cash Flow and Financial Stability - The company's cash and cash equivalents rose to HKD 6,558,000 from HKD 2,161,000, marking a significant increase of 204%[4] - The group recognized a foreign exchange gain of HKD 1,000 from overseas operations, contrasting with a loss of HKD 72 in the previous year[3] - The board believes that the group will have sufficient cash resources to meet its operational and financing needs within the next twelve months from the announcement date, thus justifying the preparation of financial statements on a going concern basis[10] - The group had a total of approximately HKD 20.3 million in assets pledged as collateral for bank borrowings as of June 30, 2025[54] - The company has implemented measures to ensure financial stability, including obtaining loans from the ultimate holding company and closely monitoring administrative expenses[56] Operational Highlights - The group plans to pursue strategic acquisitions to capture new business opportunities in the mainland China market and strengthen its revenue and profitability fundamentals[12] - The group is actively negotiating with potential investors to raise sufficient funds through financing arrangements[11] - The group has reduced its workforce to 61 employees as of June 30, 2025, down from 140 employees the previous year[57] - No significant acquisitions or disposals of subsidiaries occurred during the year ending June 30, 2025[58] - The company has not engaged in any purchase, sale, or redemption of its listed securities during the year ending June 30, 2025[59] Expenses and Costs - Sales expenses increased by approximately 13.3%, rising from HKD 12.4 million to HKD 14.1 million[45] - Administrative expenses slightly increased by about 2.6%, from HKD 20.3 million to HKD 20.8 million[46] - The group’s research and development expenses were HKD 1,610,000 for the year ending June 30, 2025, compared to HKD 2,719,000 in the previous year, indicating a reduction in R&D investment[31] - The group recognized an impairment loss of approximately HKD 1.7 million for non-current assets, significantly reduced from HKD 58.1 million in the previous year[47] Governance and Reporting - The board has resolved not to recommend the payment of a final dividend for the year ending June 30, 2025[55] - The company has adopted the corporate governance code as per the listing rules, with some deviations noted[61] - The audit committee has reviewed the annual results for the year ending June 30, 2025, in conjunction with the external auditor[66] - The company will publish its annual report containing all information required by listing rules at an appropriate time[68] - The board expresses gratitude to all employees and management for their contributions during the year[69] - The board members include executive director Lin Jia Jun (Chairman and CEO) and independent non-executive directors Huang Bao Qiang, Wang Zi Niu, and Xu Hui Ling[70]

[Consolidated Financial Statements](index=1&type=section&id=I.%20Consolidated%20Financial%20Statements) [Consolidated Income Statement](index=1&type=section&id=Consolidated%20Income%20Statement) In 2024, revenue significantly decreased, but operating profit and profit attributable to owners turned from loss to profit due to deconsolidation gains Key Consolidated Income Statement Data (HK$ thousand) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Revenue | 455 | 38,768 | -98.8% | | Cost of sales | (1,239) | (18,224) | -93.2% | | Gross (loss) profit | (784) | 20,544 | Turned to loss | | Other income and gains | 7,932 | 138 | +5647.8% | | Gain (loss) on deconsolidation of a subsidiary | 860,795 | (792,265) | Turned to profit | | Administrative expenses | (30,278) | (22,432) | +35.0% | | Operating profit (loss) | 826,412 | (1,222,909) | Turned to profit | | Finance costs - net | (211,151) | (304,889) | -30.7% | | Profit (loss) before tax | 614,436 | (1,533,063) | Turned to profit | | Income tax credit | 93 | 110,695 | -99.9% | | Profit (loss) for the year attributable to owners of the company | 614,529 | (1,422,368) | Turned to profit | | Basic earnings (loss) per share (HK cents) | 17.22 | (39.86) | Turned to profit | [Consolidated Statement of Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) In 2024, total comprehensive income attributable to owners improved significantly to HK$579,256 thousand, primarily due to the annual profit turning positive despite negative exchange differences from overseas operations translation Key Consolidated Statement of Comprehensive Income Data (HK$ thousand) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Profit (loss) for the year attributable to owners of the company | 614,529 | (1,422,368) | Turned to profit | | Exchange differences arising from translation of overseas operations | (34,075) | 39,013 | Turned to loss | | Share of other comprehensive expenses of associates accounted for using the equity method | (1,198) | (199) | Widened | | Other comprehensive (expenses) income for the year | (35,273) | 38,814 | Turned to loss | | Total comprehensive income (expenses) for the year attributable to owners of the company | 579,256 | (1,383,554) | Turned to profit | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of December 31, 2024, total non-current assets were HK$162,283 thousand, while total current assets significantly decreased to HK$531 thousand, indicating severe liquidity challenges and an insolvent position Key Consolidated Statement of Financial Position Data (HK$ thousand) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Total non-current assets | 162,283 | 171,125 | -5.2% | | Total current assets | 531 | 61,295 | -99.1% | | Total current liabilities | 1,808,308 | 2,456,585 | -26.4% | | Net current liabilities | (1,807,777) | (2,395,290) | Improved | | Total assets less current liabilities | (1,645,494) | (2,224,165) | Improved | | Total non-current liabilities | 47,858 | 48,443 | -1.2% | | Net liabilities | (1,693,352) | (2,272,608) | Improved | | Total deficit | (1,693,352) | (2,272,608) | Improved | [Notes to the Financial Statements](index=6&type=section&id=II.%20Notes%20to%20the%20Financial%20Statements) [1. Company Information](index=6&type=section&id=1.%20Company%20Information) Goldway International Holdings Limited, incorporated in Bermuda and listed on the HKEX, primarily engages in property leasing, property and hotel development, and centralized heating investment, with Mr. Chu Pak Hang as the ultimate controlling shareholder - The company was incorporated in Bermuda as an exempted company on May 9, 2001, with its shares listed on The Stock Exchange of Hong Kong Limited[8](index=8&type=chunk) - The Group's principal activities include property leasing, property and hotel development, and investment in centralized heating business[8](index=8&type=chunk) - The ultimate controlling shareholder of the Company is Mr. Chu Pak Hang[8](index=8&type=chunk) [2. Basis of Preparation](index=6&type=section&id=2.%20Basis%20of%20Preparation) The consolidated financial statements are prepared in accordance with HKFRSs using the historical cost convention, except for investment properties measured at fair value; the company's shares have been suspended from trading since April 2, 2024, with a resumption proposal submitted on September 19, 2025, and the Board has implemented measures to stabilize operations, improve liquidity, and formulate a debt restructuring plan - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA, using the historical cost convention, except for investment properties[10](index=10&type=chunk) - The company's shares have been suspended from trading on the Stock Exchange since **April 2, 2024**, and a resumption proposal was submitted to the Stock Exchange on **September 19, 2025**[13](index=13&type=chunk)[14](index=14&type=chunk) - The Board has taken measures to stabilize business operations, improve liquidity, and formulate a debt restructuring plan, including staff reductions, capital expenditure cuts, cessation of non-core businesses, deconsolidation of subsidiaries, and exploration of resumption plans[15](index=15&type=chunk) [2.1 Basis of Preparation of Consolidated Financial Statements](index=6&type=section&id=2.1%20Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements) The consolidated financial statements are presented in Hong Kong dollars, the company's functional currency, and prepared under HKFRSs using the historical cost convention, except for investment properties measured at fair value - The consolidated financial statements are presented in Hong Kong dollars, which is the same as the functional currency of the Company[9](index=9&type=chunk) - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA, and under the historical cost convention, except for investment properties which are measured at fair value at each reporting period end[10](index=10&type=chunk) [2.2 Going Concern Basis](index=7&type=section&id=2.2%20Going%20Concern%20Basis) As of December 31, 2024, the Group recorded accumulated losses of approximately HK$4.4 billion, net current liabilities of approximately HK$1.8 billion, and total borrowings of approximately HK$0.9 billion, with approximately HK$0.6 billion overdue, indicating significant going concern uncertainties amidst winding-up petitions and legal proceedings, despite the Board's implementation of cost control, asset disposal, revenue expansion, restructuring, and new financing measures 2024 Going Concern Related Financial Data (HK$ thousand) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Accumulated losses | 4,396,674 | 5,011,203 | | Current liabilities exceeding current assets | 1,807,777 | 2,395,290 | | Net liabilities | 1,693,352 | 2,272,608 | | Total borrowings | 892,750 | 1,475,830 | | Current borrowings | 879,885 | 1,462,965 | | Cash and cash equivalents | 95 | 76 | - As of December 31, 2024, certain borrowings with principal and accrued interest totaling approximately **HK$1,296,395 thousand** were overdue, comprising principal of approximately **HK$599,722 thousand** and accrued interest of approximately **HK$696,673 thousand**[16](index=16&type=chunk) - The company faces a winding-up petition (involving outstanding debt of approximately **HK$3,947 thousand**) and a civil lawsuit initiated by China Huarong, concerning outstanding loan principal, accrued interest, and default interest[18](index=18&type=chunk) - The Group has implemented measures to strictly control expenses, consider disposing of non-core businesses, expand revenue sources, formulate a restructuring plan, and actively seek other funding sources to improve its financial position[20](index=20&type=chunk) [3. Application of New and Revised HKFRSs](index=9&type=section&id=3.%20Application%20of%20New%20and%20Revised%20HKFRSs) This year, the company first applied several revised HKFRSs, which had no significant impact on current or prior period financial position or performance, while new standards issued but not yet effective, such as HKFRS 18, are expected to affect future financial statement presentation and disclosure - This year, the company first applied **HKFRS 16 (Amendments)**, **HKAS 1 (Amendments)**, and **HKAS 7 and HKFRS 7 (Amendments)**, but these had no significant impact on financial position and performance[21](index=21&type=chunk) - **HKFRS 18 "Presentation and Disclosure in Financial Statements"** will be effective for annual periods beginning on or after **January 1, 2027**, and is expected to affect the presentation and disclosure of the statement of profit or loss in future financial statements[25](index=25&type=chunk) [New and Revised HKFRSs Effective for the Current Year](index=9&type=section&id=New%20and%20Revised%20HKFRSs%20Effective%20for%20the%20Current%20Year) Mandatory amendments to HKFRSs effective this year include lease liabilities in a sale and leaseback, classification of liabilities as current or non-current, non-current liabilities with covenants, and supplier finance arrangements, none of which had a significant impact on the Group's financial position or performance for the current or prior periods - Mandatory amendments effective this year include **HKFRS 16 (Amendments)**, **HKAS 1 (Amendments)**, and **HKAS 7 and HKFRS 7 (Amendments)**[21](index=21&type=chunk) - The application of these HKFRS amendments in the current year had no significant impact on the Group's financial position and performance and/or disclosures contained in these consolidated financial statements for the current and prior periods[21](index=21&type=chunk) [New and Revised HKFRSs Issued But Not Yet Effective](index=9&type=section&id=New%20and%20Revised%20HKFRSs%20Issued%20But%20Not%20Yet%20Effective) New and revised HKFRSs issued but not yet effective include amendments to financial instruments classification and measurement, lack of exchangeability, sale or contribution of assets between an investor and its associate or joint venture, and presentation and disclosure in financial statements, with HKFRS 18 expected to impact future financial statement presentation and disclosure - Standards issued but not yet effective include **HKFRS 9 and 7 (Amendments)**, **HKFRS 10 and HKAS 28 (Amendments)**, **HKAS 21 (Amendments)**, and **HKFRS 18**[22](index=22&type=chunk) - **HKFRS 18 "Presentation and Disclosure in Financial Statements"** will replace **HKAS 1**, and is expected to affect the presentation and disclosure of the statement of profit or loss in future financial statements[25](index=25&type=chunk) [4. Segment Information](index=10&type=section&id=4.%20Segment%20Information) The Group primarily operates three business segments: property leasing, property and hotel development, and centralized heating; in 2024, property leasing revenue significantly declined, property and hotel development recorded a gain from deconsolidation of a subsidiary, and centralized heating recorded a loss, with all revenue and non-current assets (excluding financial instruments) originating from Mainland China - The Group is currently comprised of three business units: (i) property leasing, (ii) property and hotel development, and (iii) centralized heating[26](index=26&type=chunk) - Segment performance is assessed based on reportable segment profit (loss), which measures adjusted profit (loss) before tax, excluding finance income, finance costs, and head office and corporate expenses[26](index=26&type=chunk) [Operating Segment Analysis](index=11&type=section&id=Operating%20Segment%20Analysis) In 2024, property leasing revenue was HK$455 thousand with a segment loss of HK$28,228 thousand; the property and hotel development segment recorded a gain of HK$860,795 thousand from deconsolidation of a subsidiary; and the centralized heating segment recorded a loss of HK$825 thousand, contrasting with 2023 figures where property leasing revenue was HK$17,603 thousand, property and hotel development revenue was HK$21,165 thousand, and centralized heating had no revenue 2024 Segment Revenue and Results (HK$ thousand) | Segment | Revenue | Segment Result | | :--- | :--- | :--- | | Property leasing | 455 | (28,228) | | Property and hotel development | – | 860,795 | | Centralized heating | – | (825) | | **Total** | **455** | **831,742** | 2023 Segment Revenue and Results (HK$ thousand) | Segment | Revenue | Segment Result | | :--- | :--- | :--- | | Property leasing | 17,603 | 7,363 | | Property and hotel development | 21,165 | (1,023,525) | | Centralized heating | – | (195,148) | | **Total** | **38,768** | **(1,211,310)** | - The property and hotel development segment recorded a gain of **HK$860,795 thousand** in 2024, primarily from the deconsolidation of a subsidiary[29](index=29&type=chunk) [a) Geographical Information](index=13&type=section&id=a)%20Geographical%20Information) In both 2024 and 2023, all of the Group's revenue and non-current assets (excluding financial instruments) originated from Mainland China, with no related revenue or non-current assets from Hong Kong Geographical Revenue and Non-current Assets (HK$ thousand) | Metric | 2024 Mainland China | 2023 Mainland China | | :--- | :--- | :--- | | Revenue | 455 | 38,768 | | Non-current assets (excluding financial instruments) | 162,283 | 169,839 | - Hong Kong had no revenue and non-current assets in both 2024 and 2023[31](index=31&type=chunk) [b) Information about Major Customers](index=13&type=section&id=b)%20Information%20about%20Major%20Customers) In 2024, no single customer contributed more than 10% of the Group's total revenue, while in 2023, Customer A contributed HK$11,783 thousand, exceeding 10% of total revenue Major Customer Revenue (HK$ thousand) | Customer | 2024 | 2023 | | :--- | :--- | :--- | | Customer A | N/A | 11,783 | | Customer B | 119 | N/A | | Customer C | 104 | N/A | | Customer D | 69 | N/A | - In 2024, no single customer's revenue contribution exceeded **10%** of the Group's total revenue[32](index=32&type=chunk) [5. Revenue, Other Income and Gains](index=14&type=section&id=5.%20Revenue,%20Other%20Income%20and%20Gains) Total revenue significantly decreased to HK$455 thousand in 2024, primarily from property rental income with zero property sales revenue, while other income and gains substantially increased to HK$7,932 thousand, mainly from compensation for tenant contract breaches and gains from derecognition of lease liabilities Revenue and Other Income Components (HK$ thousand) | Item | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Property sales | – | 21,165 | -100% | | Property rental income | 455 | 17,603 | -97.4% | | **Total Revenue** | **455** | **38,768** | **-98.8%** | | Compensation for tenant contract breaches | 6,500 | – | New | | Gain on derecognition of lease liabilities | 1,432 | – | New | | Total other income and gains | 7,932 | 138 | +5647.8% | - The significant decrease in revenue was primarily due to zero property sales income and property rental income reduction caused by court-ordered lease terminations[34](index=34&type=chunk) [6. Finance Costs - Net](index=14&type=section&id=6.%20Finance%20Costs%20-%20Net) Net finance costs in 2024 were HK$211,151 thousand, a decrease from HK$304,889 thousand in 2023, mainly due to reduced interest on bank and other borrowings, and a favorable foreign exchange difference turning into a gain Finance Costs - Net (HK$ thousand) | Item | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Interest on bank borrowings | 28,866 | 51,653 | -44.1% | | Interest on other borrowings | 186,288 | 248,477 | -25.0% | | Interest on lease liabilities | 186 | 480 | -61.2% | | Net foreign exchange differences | (4,188) | 4,549 | Turned to profit | | Total finance costs | 211,152 | 305,159 | -30.8% | | Total finance income | (1) | (270) | -99.6% | | **Finance costs - net** | **211,151** | **304,889** | **-30.7%** | [7. Profit (Loss) Before Tax](index=15&type=section&id=7.%20Profit%20(Loss)%20Before%20Tax) Profit before tax in 2024 was HK$614,436 thousand, a significant improvement from a loss of HK$1,533,063 thousand in 2023, primarily driven by gains from deconsolidation of a subsidiary, with notable decreases in staff costs, depreciation, and inventory costs Profit (Loss) Before Tax Components (HK$ thousand) | Item | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Directors' emoluments | 2,784 | 2,832 | -1.7% | | Total staff costs | 6,578 | 11,033 | -40.4% | | Total depreciation | – | 3,257 | -100% | | Auditors' remuneration | 1,400 | 1,500 | -6.7% | | Cost of inventories recognized as expense | – | 15,714 | -100% | | Total rental income from investment properties | 455 | 17,603 | -97.4% | | Less: Direct operating expenses | (1,239) | (2,510) | -50.7% | - In 2024, total depreciation and cost of inventories recognized as expense were both **zero**, indicating impairment of related assets or reduced business activities[35](index=35&type=chunk) [8. Income Tax Credit](index=16&type=section&id=8.%20Income%20Tax%20Credit) Total income tax credit in 2024 was HK$93 thousand, a substantial decrease from HK$110,695 thousand in 2023, mainly due to a significant reduction in deferred tax credit Income Tax Credit (HK$ thousand) | Item | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Deferred tax | (93) | (110,695) | -99.9% | | **Total Income Tax Credit** | **(93)** | **(110,695)** | **-99.9%** | [9. Dividends](index=16&type=section&id=9.%20Dividends) No dividends were paid or proposed for the years ended December 31, 2024, and 2023, nor have any been proposed since the end of the reporting period - No dividends were paid or proposed for the years ended **December 31, 2024 and 2023**, and no dividends have been proposed since the end of the reporting period[37](index=37&type=chunk) [10. Earnings (Loss) Per Share](index=16&type=section&id=10.%20Earnings%20(Loss)%20Per%20Share) Basic earnings per share in 2024 were 17.22 HK cents, a significant improvement from a loss of 39.86 HK cents per share in 2023, with no diluted earnings calculated as share options' exercise price was above market price or would reduce loss per share Earnings (Loss) Per Share (HK cents) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Basic earnings (loss) per share | 17.22 | (39.86) | | Diluted earnings (loss) per share | 17.22 | (39.86) | [10(a) Basic Earnings (Loss) Per Share](index=16&type=section&id=10(a)%20Basic%20Earnings%20(Loss)%20Per%20Share) Basic earnings per share in 2024 were 17.22 HK cents, calculated based on profit attributable to owners of HK$614,529 thousand and a weighted average of 3,568,791 thousand ordinary shares Basic Earnings (Loss) Per Share Calculation (HK$ thousand/thousand shares) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Profit (loss) for the year attributable to owners of the company | 614,529 | (1,422,368) | | Weighted average number of ordinary shares | 3,568,791 | 3,568,791 | | Basic earnings (loss) per share (HK cents) | 17.22 | (39.86) | [10(b) Diluted Earnings (Loss) Per Share](index=16&type=section&id=10(b)%20Diluted%20Earnings%20(Loss)%20Per%20Share) Diluted earnings (loss) per share were not calculated for 2024 and 2023, as the exercise price of share options was higher than the average market price (2024) or would result in a reduction of loss per share (2023) - The calculation of diluted earnings per share for the year ended **December 31, 2024**, did not assume the exercise of the Company's share options because the exercise price of these share options was higher than the average market price of the Company's shares[40](index=40&type=chunk) - The calculation of diluted loss per share for the year ended **December 31, 2023**, did not assume the exercise of the Company's share options because the exercise price of these share options would result in a reduction of loss per share[40](index=40&type=chunk) [11. Rental Receivables](index=17&type=section&id=11.%20Rental%20Receivables) Net rental receivables were zero in 2024, a significant decrease from HK$13,326 thousand in 2023, primarily due to an increase in expected credit loss provision from HK$7,302 thousand to HK$18,315 thousand, reflecting a substantial increase in rental recovery risk Net Rental Receivables and Provision (HK$ thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Rental receivables | 18,315 | 20,628 | | Less: Provision for expected credit losses | (18,315) | (7,302) | | **Rental receivables - net** | **–** | **13,326** | Ageing Analysis of Rental Receivables (HK$ thousand) | Ageing | 2024 | 2023 | | :--- | :--- | :--- | | 0 to 90 days | – | 6,634 | | 91 to 180 days | – | 5,434 | | 181 to 365 days | – | 8,560 | | Over 1 year | 18,315 | – | - In 2024, rental receivables over one year old accounted for **all** rental receivables, indicating severe long-term delinquency issues[42](index=42&type=chunk) [12. Deposits, Prepayments and Other Receivables](index=18&type=section&id=12.%20Deposits,%20Prepayments%20and%20Other%20Receivables) Total deposits, prepayments, and other receivables significantly decreased to HK$436 thousand in 2024, a 98.7% drop from HK$33,662 thousand in 2023, mainly due to substantial reductions in other prepayments and other receivables Deposits, Prepayments and Other Receivables (HK$ thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Other prepayments | 54 | 16,224 | | Other receivables | 136 | 15,979 | | Utilities and other deposits | 246 | 1,459 | | **Total** | **436** | **33,662** | [13. Trade Payables](index=18&type=section&id=13.%20Trade%20Payables) Trade payables were zero in 2024, a substantial decrease from HK$110,272 thousand in 2023, indicating that the company had settled or restructured most of its trade payables by the end of the reporting period Ageing Analysis of Trade Payables (HK$ thousand) | Ageing | 2024 | 2023 | | :--- | :--- | :--- | | 0 to 90 days | – | – | | 91 to 180 days | – | 419 | | 181 to 365 days | – | 1,014 | | Over 1 year | – | 108,839 | | **Total** | **–** | **110,272** | - Total trade payables were **zero** in 2024, whereas in 2023, a significant portion of trade payables was over one year old[44](index=44&type=chunk) [14. Borrowings](index=19&type=section&id=14.%20Borrowings) As of December 31, 2024, the Group's total borrowings were HK$892,750 thousand, a significant reduction from HK$1,475,830 thousand in 2023, with current bank and other borrowings decreasing substantially, though a large amount remains overdue or repayable on demand, primarily denominated in HKD, RMB, and USD Total Borrowings and Composition (HK$ thousand) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Total current liabilities | 879,885 | 1,462,965 | | Total non-current liabilities | 12,865 | 12,865 | | **Total Borrowings** | **892,750** | **1,475,830** | - As of December 31, 2024, approximately **HK$163,485 thousand** of the Group's bank borrowings were repayable on demand, and certain financial covenants, terms, and conditions were not met[47](index=47&type=chunk) - As of December 31, 2024, approximately **HK$293,479 thousand** of other borrowings and approximately **HK$142,758 thousand** of other borrowings were overdue[47](index=47&type=chunk)[48](index=48&type=chunk) Borrowings Currency Composition (HK$ thousand) | Currency | 2024 | 2023 | | :--- | :--- | :--- | | HKD | 285,728 | 285,205 | | RMB | 170,785 | 751,747 | | USD | 436,237 | 438,878 | [15. Deconsolidation of a Subsidiary](index=24&type=section&id=15.%20Deconsolidation%20of%20a%20Subsidiary) On November 8, 2024, the company lost control over Oriental Hotel due to a Hunan court ruling to accept its bankruptcy application and appoint an administrator, leading to its deconsolidation and a recorded gain of HK$860,795 thousand - The Hunan court ruled to accept Oriental Hotel's bankruptcy application on **October 25, 2024**, and appointed an administrator on **November 8, 2024**[51](index=51&type=chunk) - The Company's directors believe control over Oriental Hotel was lost on **November 8, 2024**, leading to deconsolidation and a recorded gain of **HK$860,795 thousand**[51](index=51&type=chunk) Net Liabilities of Oriental Hotel at Deconsolidation (HK$ thousand) | Item | Amount | | :--- | :--- | | Deposits, prepayments and other receivables | 28,164 | | Cash and cash equivalents | 11 | | Recoverable tax | 154 | | Trade and other payables | (395,414) | | Borrowings | (468,632) | | Net liabilities at deconsolidation | (835,717) | | Transferred from exchange reserve | (25,078) | | Gain on deconsolidation of a subsidiary | (860,795) | [16. Contingent Liabilities](index=25&type=section&id=16.%20Contingent%20Liabilities) The Group faces contingent withholding corporate income tax provision risks related to the acquisition of Weiheng Development's equity, despite retained funds and seller indemnity, and is involved in multiple pending litigations, including loan disputes with Zhejiang Chouzhou Commercial Bank and ICBC, with some assets seized or transferred for debt repayment - The Group faces contingent withholding corporate income tax risk due to the acquisition of **49% equity in Weiheng Development**, with **HK$60,000 thousand** retained and a provision of **HK$28,200 thousand** made[52](index=52&type=chunk) - The seller has signed a tax indemnity deed, responsible for declaring and settling corporate income tax, and compensating the Group for any penalties[53](index=53&type=chunk) [16(i) Contingent Withholding Corporate Income Tax Provision](index=25&type=section&id=16(i)%20Contingent%20Withholding%20Corporate%20Income%20Tax%20Provision) The Group may incur corporate income tax withholding liability due to the indirect acquisition of Weiheng Development's subsidiary equity; despite retaining HK$60,000 thousand and providing HK$28,200 thousand, it has not yet been reported or paid to Chinese tax authorities, and the seller has committed to indemnify the Group against any penalties - The Group may incur corporate income tax withholding liability due to the indirect acquisition of **49% equity in Weiheng Development**, with **HK$60,000 thousand** retained and a provision of **HK$28,200 thousand** made[52](index=52&type=chunk) - The seller has signed a tax indemnity deed, responsible for declaring and settling corporate income tax, and compensating the Group for any penalties it may face[53](index=53&type=chunk) [16(ii) Pending Litigations](index=26&type=section&id=16(ii)%20Pending%20Litigations) The Group is involved in multiple pending litigations, including Chengdu Zhongfa's Chengdu Shopping Centre being forcibly sold or transferred to repay approximately HK$98,656 thousand debt due to a loan dispute with Zhejiang Chouzhou Commercial Bank, and Oriental Hotel and Hunan Jiuhua International facing asset preservation due to ICBC debts, with Oriental Hotel already in bankruptcy proceedings - Chengdu Zhongfa's Chengdu Shopping Centre was forcibly sold or transferred to repay approximately **HK$98,656 thousand** debt due to a loan dispute with Zhejiang Chouzhou Commercial Bank[54](index=54&type=chunk) - Oriental Hotel and Hunan Jiuhua International face asset preservation due to ICBC debts, and Oriental Hotel lost control on **November 8, 2024**, entering bankruptcy proceedings[54](index=54&type=chunk)[55](index=55&type=chunk) [17. Events After Reporting Period](index=27&type=section&id=17.%20Events%20After%20Reporting%20Period) Subsequent to the reporting period, the Nanjing court ordered the transfer of Chengdu Shopping Centre to Zhejiang Chouzhou Commercial Bank for debt repayment; the company received two winding-up petitions, one of which has been withdrawn; a framework agreement was signed to dispose of Sino Step Inc., Vast Build Limited, and Changhe (Hunan) Real Estate Co., Ltd.; and China Huarong initiated a civil lawsuit against the company - The Nanjing court ordered the transfer of Chengdu Shopping Centre to Zhejiang Chouzhou Commercial Bank on **February 18, 2025**, to repay outstanding debts[56](index=56&type=chunk) - The company received a winding-up petition on **May 20, 2025**, involving outstanding debt of approximately **HK$3,947 thousand**, scheduled for hearing on **October 15, 2025**[56](index=56&type=chunk) - The company signed a framework agreement with a buyer to dispose of Sino Step Inc., Vast Build Limited, and Changhe (Hunan) Real Estate Co., Ltd., each for **RMB1**[56](index=56&type=chunk) - China Huarong initiated a civil lawsuit against the company on **September 16, 2025**, concerning outstanding loan principal, accrued interest, and default interest[56](index=56&type=chunk) [Independent Auditor's Report Summary](index=28&type=section&id=III.%20Independent%20Auditor's%20Report%20Summary) [Disclaimer of Opinion](index=28&type=section&id=Disclaimer%20of%20Opinion) The auditor was unable to express an opinion on the Group's consolidated financial statements due to insufficient appropriate audit evidence to form a basis for an opinion - The auditor did not express an opinion on the Group's consolidated financial statements[58](index=58&type=chunk) - Insufficient appropriate audit evidence was obtained to provide a basis for an opinion on these consolidated financial statements[58](index=58&type=chunk) [Basis for Disclaimer of Opinion](index=28&type=section&id=Basis%20for%20Disclaimer%20of%20Opinion) The auditor's disclaimer of opinion is primarily due to scope limitations on the accounting books and records of deconsolidated subsidiaries (Oriental Hotel and Hunan Jiuhua International), another subsidiary (Chengdu Zhongfa), and the going concern basis of preparing the consolidated financial statements, preventing determination of accurate financial recording and appropriateness of the going concern assumption - Audit scope limitations primarily involve the accounting books and records of deconsolidated subsidiaries, the accounting books and records of a subsidiary, and the going concern basis of preparation of the consolidated financial statements[59](index=59&type=chunk)[64](index=64&type=chunk)[68](index=68&type=chunk) [(1) Scope Limitation on Accounting Books and Records of Deconsolidated Subsidiaries](index=28&type=section&id=(1)%20Scope%20Limitation%20on%20Accounting%20Books%20and%20Records%20of%20Deconsolidated%20Subsidiaries) The auditor could not obtain sufficient audit evidence for the financial data of Oriental Hotel (deconsolidated in 2024) and Hunan Jiuhua International (deconsolidated in 2023) due to the company's inability to access their complete books and records after losing control, thus preventing verification of related income, expenses, assets, liabilities, and deconsolidation gains/losses - The company, having lost control over Oriental Hotel since **November 8, 2024**, could not obtain its complete books and records, preventing the auditor from determining the accuracy of related financial data[59](index=59&type=chunk)[60](index=60&type=chunk) - The company, having lost control over Hunan Jiuhua International since **August 18, 2023**, could not obtain its complete books and records, preventing the auditor from determining the accuracy of related financial data[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) - The deconsolidation of Oriental Hotel resulted in a gain of approximately **HK$860,795 thousand**, and the deconsolidation of Hunan Jiuhua International resulted in a loss of approximately **HK$792,265 thousand**, for which the auditor could not obtain sufficient evidence[59](index=59&type=chunk)[61](index=61&type=chunk) [(2) Scope Limitation on Accounting Books and Records of a Subsidiary](index=30&type=section&id=(2)%20Scope%20Limitation%20on%20Accounting%20Books%20and%20Records%20of%20a%20Subsidiary) The auditor could not obtain sufficient audit evidence for Chengdu Zhongfa's accounting books and records due to the unavailability of former key management personnel and specific business records, and was unable to assess the financial impact of its investment properties being seized by court due to loan disputes - Several former key management personnel of Chengdu Zhongfa could not be contacted after their departure, preventing the auditor from obtaining specific business records and supporting documents, leading to insufficient audit evidence[64](index=64&type=chunk)[65](index=65&type=chunk) - Chengdu Zhongfa's investment properties (valued at approximately **HK$162,283 thousand**) were seized by the Nanjing court due to loan disputes with financial institutions, and the auditor could not assess the possible outcomes and related financial impact[65](index=65&type=chunk)[66](index=66&type=chunk) [(3) Scope Limitation on Going Concern Basis of Preparation of Consolidated Financial Statements](index=32&type=section&id=(3)%20Scope%20Limitation%20on%20Going%20Concern%20Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements) The Group faces significant uncertainties regarding its ability to continue as a going concern due to substantial accumulated losses, net current liabilities, overdue borrowings, winding-up petitions, and legal proceedings; despite management's mitigation plans, the auditor could not form an opinion on the appropriateness of preparing financial statements on a going concern basis due to the execution and potential interactions of these plans - The Group faces significant uncertainties regarding its ability to continue as a going concern due to substantial accumulated losses, net current liabilities, a large amount of overdue borrowings, and cash shortages[68](index=68&type=chunk)[93](index=93&type=chunk) - The company faces a winding-up petition and a civil lawsuit initiated by China Huarong, further exacerbating going concern risks[68](index=68&type=chunk)[69](index=69&type=chunk)[93](index=93&type=chunk) - Despite management's measures to strictly control expenses, dispose of non-core businesses, expand revenue sources, formulate a restructuring plan, and seek new financing, the auditor could not form an opinion on the appropriateness of the going concern basis[70](index=70&type=chunk)[71](index=71&type=chunk)[94](index=94&type=chunk)[99](index=99&type=chunk) [Management Discussion and Analysis](index=34&type=section&id=IV.%20Management%20Discussion%20and%20Analysis) [Business Overview](index=34&type=section&id=Business%20Overview) In 2024, amidst global economic slowdown and domestic real estate market adjustments, the Group adapted by focusing on property leasing (Chengdu Project) and centralized heating investment, emphasizing financial stability, business diversification, service quality improvement, and social responsibility - In 2024, global economic growth generally slowed and remained divergent, while the domestic economy continued to deepen structural adjustments, with the real estate market accelerating its adjustment and transformation[72](index=72&type=chunk) - The Group focuses on (i) property leasing in Chengdu, Sichuan Province ("Chengdu Project") and (ii) investment in centralized heating business[72](index=72&type=chunk) - The Group values financial stability and operational quality, deepens its core businesses, achieves business diversification, and actively undertakes social responsibility[72](index=72&type=chunk) [Financial Summary](index=34&type=section&id=Financial%20Summary) In 2024, property rental income significantly decreased to HK$455 thousand, with zero property sales revenue; profit attributable to owners of the company turned from loss to profit at HK$614,529 thousand, and basic earnings per share were 17.22 HK cents, with the Board not recommending any dividend payment Key Financial Summary Data (HK$ thousand/HK cents) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Property rental income | 455 | 17,603 | | Property sales revenue | – | 21,165 | | Profit/(loss) attributable to owners of the company | 614,529 | (1,422,368) | | Basic earnings/(loss) per share (HK cents) | 17.22 | (39.86) | | Cash and cash equivalents | 95 | 76 | - The decrease in property rental income was mainly due to the forced termination of leases by court order in early 2024, and property sales did not contribute to total revenue as the townhouse area was to be completed by mid-2024[73](index=73&type=chunk) [Business Review](index=35&type=section&id=Business%20Review) The Chengdu Project, a primary revenue source, saw its property leasing income significantly decline due to court-ordered lease terminations, while the recoverable amount of the 49% equity in Weiheng Development in the centralized heating business was determined to be zero, reflecting a cautious industry outlook - The Chengdu Project (a five-story shopping mall center) remains almost fully leased and occupied, but property leasing income significantly decreased to **HK$455 thousand** due to court-ordered lease terminations[74](index=74&type=chunk) - The recoverable amount of the **49% equity in Weiheng Development** was determined to be approximately **zero** as of December 31, 2024, reflecting management's cautious estimate of the industry outlook[75](index=75&type=chunk) [(i) Chengdu Project](index=35&type=section&id=(i)%20Chengdu%20Project) For the year ended December 31, 2024, the five-story shopping mall center in Chengdu, Sichuan Province, remained almost fully leased, but property leasing income significantly decreased to approximately HK$455 thousand due to court-ordered lease terminations - The Group's five-story shopping mall center located at No. 19 Yongling Road, Jinniu District, Chengdu, Sichuan Province, China, held for commercial use, remained almost fully leased and occupied, serving as a primary and stable source of income for the Group[74](index=74&type=chunk) - Property leasing recorded income of approximately **HK$455 thousand** for the year ended **December 31, 2024**, a significant decrease from **HK$17,603 thousand** in 2023, mainly due to the forced termination of leases by court order in early 2024[74](index=74&type=chunk) [(ii) Centralized Heating Business](index=35&type=section&id=(ii)%20Centralized%20Heating%20Business) As of December 31, 2024, the recoverable amount of the 49% equity in Weiheng Development was determined to be zero after independent valuation, a significant decrease from HK$2,022 thousand in 2023, reflecting management's more cautious revision of its financial forecasts - As of **December 31, 2024**, the recoverable amount of the **49% equity in Weiheng Development** was determined to be approximately **zero** (2023: **HK$2,022 thousand**)[75](index=75&type=chunk) - Weiheng Development Group's management revised Weiheng Development's financial forecasts for the year ended **December 31, 2025**, to derive a more cautious estimate, resulting in a decrease in revenue forecasts and a reduction in related costs[75](index=75&type=chunk) [Impairment Losses, Fair Value Losses and Write-downs](index=36&type=section&id=Impairment%20Losses,%20Fair%20Value%20Losses%20and%20Write-downs) Oriental Hotel fully impaired its construction in progress amounting to HK$216,931 thousand due to project suspension from bankruptcy proceedings and insufficient cash flow; additionally, the remaining fair value of Weiheng Development's business was assessed as zero due to uncertain economic conditions - Oriental Hotel's construction project was suspended due to insufficient cash flow, leading to a **full impairment** of **HK$216,931 thousand** for construction in progress[76](index=76&type=chunk) - Due to uncertain economic conditions, the valuation of Weiheng Development was conducted, and the remaining fair value of Weiheng Development's business was **zero**[77](index=77&type=chunk) - A gain of **HK$860,795 thousand** was recorded on the deconsolidation of Oriental Hotel[77](index=77&type=chunk) [Valuation Methodology and Reasons for Adoption](index=37&type=section&id=Valuation%20Methodology%20and%20Reasons%20for%20Adoption) The fair value of Weiheng Development's 49% equity was estimated using the discounted cash flow method, based on management's future cash flow forecasts and market condition assumptions, with the valuer referencing HKAS 36 and employing a five-year financial forecast - The discounted cash flow method was adopted for valuing the fair value of **49% equity in Weiheng Development Limited** when applying the income approach[78](index=78&type=chunk) - The valuation is based on key qualitative factors applicable to the valuation of **49% equity in Weiheng Development**, the overall economic outlook of its operating region, discussions with Weiheng Development's management, and forecasts prepared by Weiheng Development's management[78](index=78&type=chunk) [Discount Rate](index=38&type=section&id=Discount%20Rate) The pre-tax discount rate used to determine the fair value of Weiheng Development's 49% equity decreased from 19.2% in 2023 to 17.4% in 2024, primarily due to an increase in the debt-to-equity ratio of comparable companies and a decrease in their beta coefficient Weiheng Development 49% Equity Valuation Discount Rate | Year | Pre-tax Discount Rate | | :--- | :--- | | 2024 | 17.4% | | 2023 | 19.2% | - The decrease in the discount rate was mainly due to an increase in the debt-to-equity ratio of comparable companies and a decrease in the beta coefficient of comparable companies[81](index=81&type=chunk) [Key Assumptions](index=38&type=section&id=Key%20Assumptions) The valuation is primarily based on management's future cash flow forecasts, assuming reasonable financial data, no contingent assets or liabilities, successful business development, compliance with agreement terms, unrestricted financing, stable market trends, retention of key management, no significant changes in business strategy, and the obtainment and renewal of all necessary approvals - The valuation is primarily based on the future cash flow forecasts provided by Weiheng Development Group's management for the year ended **December 31, 2025**, which are considered reasonable and reflect market conditions and economic fundamentals[82](index=82&type=chunk) - It is assumed that Weiheng Development Group has no contingent assets and liabilities, no other off-balance sheet items to be recognized or valued attributable to Weiheng Development Group, and all necessary activities will be successfully undertaken for its business development[82](index=82&type=chunk) - It is assumed that the availability of financing will not restrict business growth, market trends and conditions will not deviate significantly from overall economic forecasts, all key management personnel will be retained, there will be no significant changes in business strategy, and all relevant consents, business licenses, permits, or approvals will be duly granted and renewable upon expiry[82](index=82&type=chunk)[83](index=83&type=chunk) [Post-Reporting Period Financing Activities and Events](index=39&type=section&id=Post-Reporting%20Period%20Financing%20Activities%20and%20Events) Subsequent to the reporting period, the Nanjing court ordered the transfer of Chengdu Shopping Centre to Zhejiang Chouzhou Commercial Bank for debt repayment; the company received two winding-up petitions (one withdrawn) and signed a framework agreement for asset disposal; China Huarong also initiated a civil lawsuit against the company - The Nanjing court ordered the transfer of Chengdu Shopping Centre to Zhejiang Chouzhou Commercial Bank on **February 18, 2025**, to repay outstanding debts[84](index=84&type=chunk) - The company received a winding-up petition on **May 20, 2025**, involving outstanding debt of approximately **HK$3,947 thousand**[85](index=85&type=chunk) - The company signed a framework agreement with a buyer to dispose of Sino Step Inc., Vast Build Limited, and Changhe (Hunan) Real Estate Co., Ltd., each for **RMB1**[56](index=56&type=chunk) - China Huarong initiated a civil lawsuit against the company on **September 16, 2025**, concerning outstanding loan principal, accrued interest, and default interest[86](index=86&type=chunk) [Outlook](index=40&type=section&id=Outlook) Despite a volatile macroeconomic environment and challenges in the property management industry, the Group remains confident in the long-term outlook, focusing in 2025 on core services, customer-centricity, optimizing project portfolios, enhancing service quality, and expanding value-added services to achieve profitable growth and business replicability - Despite the macroeconomic environment and economic development expected to remain volatile, and the property management industry undergoing structural adjustments, the Group remains confident in the long-term outlook of the property management industry[87](index=87&type=chunk) - In 2025, the Group will focus on "products + services + operations," centering on customers and core services to ensure stable key operational fundamentals[87](index=87&type=chunk) - The Group will continue to adjust its project portfolio, ensure project renewals through quality services, fully leverage existing customer resources, and upgrade its service product system in response to growing owner demands[88](index=88&type=chunk) - In 2025, the Group will further enhance business replicability, with the property management segment continuing to consolidate operational efficiency, focusing on quality and cash flow, and optimizing regional layout and project portfolio[88](index=88&type=chunk) [Capital Structure](index=41&type=section&id=Capital%20Structure) As of December 31, 2024, the Group recorded net current liabilities of approximately HK$1,807,777 thousand, current assets of approximately HK$531 thousand, cash and cash equivalents of approximately HK$95 thousand, and a total capital deficit of approximately HK$1,693,352 thousand, indicating severe liquidity and insolvency conditions Key Capital Structure Data (HK$ thousand) | Metric | December 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Net current liabilities | 1,807,777 | 2,395,290 | | Current assets | 531 | 61,295 | | Current liabilities | 1,808,308 | 2,456,585 | | Cash and cash equivalents | 95 | 76 | | Total capital deficit | 1,693,352 | 2,272,608 | [Borrowings and Bank Facilities and Pledges of the Group's Assets](index=41&type=section&id=Borrowings%20and%20Bank%20Facilities%20and%20Pledges%20of%20the%20Group's%20Assets) As of December 31, 2024, the Group had outstanding borrowings of approximately HK$892,750 thousand, with approximately HK$163,485 thousand of bank borrowings secured by investment properties; other borrowings were secured by equity pledges, share charges, and properties held for sale or development, resulting in a debt-to-equity ratio of -0.53, and the company faces significant overdue borrowings and a winding-up petition, severely questioning its going concern ability Borrowings and Asset Pledges (HK$ thousand) | Item | December 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Outstanding borrowings | 892,750 | 1,475,830 | | Bank borrowings (secured) | 163,485 | 271,079 | | Investment properties (pledged) | 162,283 | 167,817 | | Overdue borrowing principal | 599,722 | – | | Overdue borrowing accrued interest | 696,673 | – | - The Group's bank borrowings of approximately **HK$163,485 thousand** are secured by investment properties with a net book value of approximately **HK$162,283 thousand**; other borrowings are secured by share charges over Weiheng Development's equity, properties held for sale or development, share charges over Keyne Holdings Limited, and pledges of subsidiary equity[91](index=91&type=chunk) - As of **December 31, 2024**, the debt-to-equity ratio (calculated as borrowings divided by total deficit) was approximately **-0.53**[92](index=92&type=chunk) - As of **December 31, 2024**, certain borrowings with principal of approximately **HK$599,722 thousand** and accrued interest of approximately **HK$696,673 thousand** were overdue; the company faces a winding-up petition, severely questioning its going concern ability[93](index=93&type=chunk) [2024 Cost Control Policy](index=43&type=section&id=2024%20Cost%20Control%20Policy) The company will continue to strictly implement its cost control policy to further reduce administrative expenses while maintaining stable business operations - The company will continue to strictly implement its cost control policy to further reduce administrative expenses while maintaining stable business operations[95](index=95&type=chunk) [2024 Further Financial Strategy Planning](index=43&type=section&id=2024%20Further%20Financial%20Strategy%20Planning) The company is discussing with professional advisors to formulate a viable resumption plan, continuously reviewing its business and financial position to improve operations, rectify issues leading to suspension, and fully comply with listing rules; as of now, a total of ten property management projects have been secured - The company has been discussing with its professional advisors to explore and consider various options available to formulate a viable resumption plan to meet the resumption guidance requirements and advance the resumption process[96](index=96&type=chunk) - The Group will continue to review its existing business and financial position from time to time, and is committed to improving its existing business operations to rectify the issues that led to its suspension and to fully comply with the Listing Rules[96](index=96&type=chunk) - As of the date of this announcement, the Group has secured a total of **ten** property management projects[96](index=96&type=chunk) [Foreign Exchange Risk](index=43&type=section&id=Foreign%20Exchange%20Risk) The Group's assets and liabilities are primarily denominated in HKD, USD, and RMB, with revenue and expenses from Chinese operations mainly in RMB; the Group currently has no significant foreign exchange fluctuation risk but will closely monitor the market and take appropriate measures - The Group's assets and liabilities are primarily denominated in Hong Kong dollars, US dollars, and Renminbi; revenue and expenses generated from Chinese business operations are mainly denominated in Renminbi[97](index=97&type=chunk) - The Group does not have significant foreign exchange fluctuation risk; however, the Group will closely monitor the market and take appropriate adjustments and measures when necessary[97](index=97&type=chunk) [Contingent Liabilities](index=43&type=section&id=Contingent%20Liabilities) Aside from the contingent liabilities disclosed in the consolidated financial statements, the Group has no other known significant contingent liabilities - Other than those disclosed in the consolidated financial statements, the Group has no other contingent liabilities to its knowledge[98](index=98&type=chunk) [Employees and Remuneration Policy](index=44&type=section&id=Employees%20and%20Remuneration%20Policy) For the year ended December 31, 2024, the Group employed 4 staff, with staff costs of approximately HK$3,794 thousand, a significant reduction from 2023; employee remuneration remains competitive, and bonuses are granted on a discretionary basis Employee and Remuneration Data (HK$ thousand) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Staff costs | 3,794 | 8,201 | | Number of employees | 4 | 10 | - Employee remuneration is maintained at a competitive level, and bonuses are granted on a discretionary basis[100](index=100&type=chunk) [Final Dividend](index=44&type=section&id=Final%20Dividend) The Board resolved not to declare any final dividend for the year ended December 31, 2024 - The Board resolved not to declare any final dividend for the year ended **December 31, 2024**[101](index=101&type=chunk) [Other Information](index=44&type=section&id=V.%20Other%20Information) [Review of Financial Statements](index=44&type=section&id=Review%20of%20Financial%20Statements) The Group's consolidated financial statements for the year ended December 31, 2024, have been reviewed by the Audit Committee and audited by RSM Hong Kong, the company's auditor - The Group's consolidated financial statements for the year ended **December 31, 2024**, have been reviewed by the Company's Audit Committee and audited by RSM Hong Kong, the Company's auditor[102](index=102&type=chunk) [Review of Annual Results Announcement](index=44&type=section&id=Review%20of%20Annual%20Results%20Announcement) The figures in this preliminary announcement for the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, and related notes as of and for the year ended December 31, 2024, have been agreed by the auditor with the amounts in the Group's annual consolidated financial statements, but the auditor has not issued an assurance report on this preliminary announcement - The figures in this preliminary announcement for the Group's consolidated statement of financial position as of **December 31, 2024**, and the consolidated income statement, consolidated statement of comprehensive income, and their related notes for the year ended **December 31, 2024**, have been agreed by the Group's auditor, RSM Hong Kong, with the amounts set out in the Group's annual consolidated financial statements[103](index=103&type=chunk) - The work performed by RSM Hong Kong in this regard does not constitute an assurance engagement, and therefore no assurance report has been issued on this preliminary announcement[103](index=103&type=chunk) [Standard Code for Securities Transactions](index=44&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers, and all current directors confirmed compliance with the code throughout the review period and up to the announcement date - The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as its code of conduct for directors' dealings in the company's securities[104](index=104&type=chunk) - All current directors confirmed that they have complied with the required standards set out in the Standard Code throughout the review period and up to the date of this announcement[104](index=104&type=chunk) [Compliance with Listing Rules and Corporate Governance Code](index=45&type=section&id=Compliance%20with%20Listing%20Rules%20and%20Corporate%20Governance%20Code) The company has not fully complied with Listing Rules and Corporate Governance Code requirements regarding the number of independent non-executive directors, and the composition and chairmanship of the Audit, Remuneration, and Nomination Committees, primarily due to the resignation of two independent non-executive directors - The number of independent non-executive directors is below the requirement of **one-third** of the Board members as stipulated in **Rule 3.10A** of the Listing Rules, and is less than **three**[105](index=105&type=chunk) - The number of members of the Audit Committee is less than **three**, and none of the Audit Committee members possess the appropriate professional qualifications or accounting or related financial management expertise as required by **Rule 3.10(2)** of the Listing Rules[105](index=105&type=chunk) - Non-compliance with **Rule 3.25** (composition of Remuneration Committee) and **Rule 3.27A** (composition of Nomination Committee) of the Listing Rules[106](index=106&type=chunk) - The deviations from the requirements were mainly due to the resignations of Mr. Gu Kaifu and Mr. Tang Ping Sum as independent non-executive directors on **October 8, 2024**, and **April 15, 2025**, respectively[106](index=106&type=chunk) [Publication of Annual Results and Annual Report](index=46&type=section&id=Publication%20of%20Annual%20Results%20and%20Annual%20Report) This audited annual results announcement has been published on the Stock Exchange and the company's website, and the annual report will be dispatched to shareholders and published on the Stock Exchange and the company's website in due course - This audited annual results announcement has been published on the Stock Exchange and the company's website[109](index=109&type=chunk) - The annual report will be dispatched to the company's shareholders in due course and will be published on the Stock Exchange and the company's website[109](index=109&type=chunk) [Closure of Register of Members](index=46&type=section&id=Closure%20of%20Register%20of%20Members) The company will issue a separate announcement regarding the date of the upcoming annual general meeting and the dates for the closure of the register of members - The company will issue a separate announcement regarding the date of the upcoming annual general meeting and the dates for the closure of the company's register of members[110](index=110&type=chunk) [Resumption Guidance](index=46&type=section&id=Resumption%20Guidance) The Stock Exchange has imposed resumption guidance on the company, which is taking appropriate measures to rectify issues leading to trading suspension and submitted a resumption proposal on September 19, 2025, committed to fulfilling the resumption conditions - The Stock Exchange has imposed resumption guidance on the company, detailed in the "Basis of Preparation" section of the consolidated financial statements in this announcement[111](index=111&type=chunk) - The company is taking appropriate measures to rectify the issues that led to the suspension of trading and to fully comply with the Listing Rules to the satisfaction of the Stock Exchange, to facilitate the resumption of trading in its shares[111](index=111&type=chunk) - On **September 19, 2025**, the company submitted a resumption proposal to the Stock Exchange; the company will make further announcements in due course to inform its shareholders and the public about developments in this matter[111](index=111&type=chunk) [Continued Suspension of Trading](index=47&type=section&id=Continued%20Suspension%20of%20Trading) The company's shares have been suspended from trading on the Stock Exchange since 9:00 a.m. on April 2, 2024, and will remain suspended until further notice; shareholders and potential investors are advised to exercise caution when dealing in the company's securities - The company's shares have been suspended from trading on the Stock Exchange since **9:00 a.m. on April 2, 2024**, and will continue to be suspended until further notice[112](index=112&type=chunk) - Shareholders and potential investors are advised to exercise caution when dealing in the company's securities[113](index=113&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不會就本公佈全部或任何部份內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 KEYNE LTD 金奧國際股份有限公司* * 僅供識別 - 1 - | | | 截至6月30日止六個月 | | | --- | --- | --- | --- | | | 附註 | 2024年 千港元 | 2023年 千港元 | | | | （未經審核） | （未經審核） | | 融資成本－淨額 | 7 | (104,203) | (101,830) | | 應佔聯營公司業績 | | (555) | (361) | | 除所得稅前虧損 | | (111,907) | (103,541) | | 所得稅支出 | 9 | 576 | (724) | | 本公司擁有人應佔期內虧損 | | (111,331) | (104,265) | | 每股虧損 | 11 | | | | 基本 | | (3.12)港仙 | (2.92）港仙 | | 攤薄 | | (3.12)港仙 | (2.92）港仙 | 股息詳情披露於簡 ...