Financial Performance - Revenue for the six months ended June 30, 2025, was RMB 483,109,000, representing a 7% increase from RMB 452,883,000 in the same period of 2024[3] - Gross profit for the same period was RMB 336,901,000, up 3% from RMB 327,125,000 year-on-year[4] - The profit attributable to equity holders of the parent company was RMB 33,513,000, a significant recovery from a loss of RMB 9,879,000 in the previous year[4] - Basic earnings per share for the period was RMB 0.105, compared to a loss per share of RMB 0.031 in the prior year[4] - Total revenue for the six months ended June 30, 2025, was RMB 483,109,000, an increase from RMB 452,883,000 in the same period of 2024, representing a growth of approximately 6.7%[17] - Revenue from product sales decreased to RMB 116,769,000, down from RMB 118,791,000, a decline of about 1.7%[17] - Revenue from service provision increased to RMB 365,430,000, up from RMB 333,305,000, reflecting a growth of approximately 9.6%[17] - The company reported a net gain of RMB 9,310,000 from fair value adjustments, compared to a loss of RMB 7,646,000 in the same period last year[18] - For the six months ended June 30, 2025, the company reported a profit attributable to equity holders of RMB 33,513,000, compared to a loss of RMB 9,879,000 for the same period in 2024[26] - The company achieved a revenue of RMB 483.11 million, representing a 7% increase year-over-year, with cloud subscription revenue of RMB 343.25 million, up 12%, accounting for 71% of total revenue[48] - The company recorded a net profit attributable to shareholders of RMB 33.51 million, compared to a loss of RMB 9.88 million in the same period last year, resulting in a basic earnings per share of RMB 0.105[48] Research and Development - Research and development costs decreased slightly to RMB 100,618,000 from RMB 102,490,000 year-on-year[4] - The group's pre-tax profit for the six months was impacted by research and development costs amounting to RMB 100,618,000, slightly down from RMB 102,490,000 in the previous year[19] - Research and development costs for the six months ended June 30, 2025, amounted to approximately RMB 89,780,000, slightly down from RMB 93,800,000 in the same period of 2024[22] - Total R&D investment for the six months ended June 30, 2025, was RMB 112.32 million, a decrease of 1% year-on-year, with R&D costs at RMB 100.62 million, down 2%[76] Assets and Liabilities - Total assets as of June 30, 2025, were RMB 1,808,955,000, compared to RMB 1,694,662,000 at the end of 2024[6] - Cash and bank balances increased to RMB 1,334,303,000 from RMB 1,259,031,000 at the end of 2024[6] - The net asset value was RMB 936,777,000, up from RMB 903,273,000 at the end of 2024[7] - The company's trade receivables as of June 30, 2025, were RMB 64,323,000, an increase from RMB 62,755,000 as of December 31, 2024[32] - The net value of trade receivables and bills receivable as of June 30, 2025, was RMB 59,168,000, compared to RMB 59,187,000 as of December 31, 2024[32] - The company’s investment in an associate as of June 30, 2025, was RMB 29,292,000, down from RMB 30,111,000 as of December 31, 2024[31] - The company incurred a loss of RMB 819,000 from its associate for the six months ended June 30, 2025, compared to a loss of RMB 1,317,000 in the same period of 2024[30] - The company's deferred tax expense for the six months ended June 30, 2025, was RMB 172,000, a significant improvement from a deferred tax benefit of RMB 2,054,000 in the same period of 2024[6] - The trade receivables impairment loss for the six months ending June 30, 2025, amounted to RMB 1,751,000, compared to RMB 244,000 for the same period in 2024[35] - The contract liabilities related to product sales and services reached RMB 727,860,000 as of June 30, 2025, up from RMB 642,260,000 at the end of 2024[43] - The company's prepaid expenses increased to RMB 209,436,000 as of June 30, 2025, compared to RMB 190,963,000 at the end of 2024, reflecting a growth of approximately 9.5%[36] - The total trade payables amounted to RMB 10,853,000 as of June 30, 2025, compared to RMB 9,888,000 at the end of 2024, indicating an increase of about 9.7%[41] Cash Flow and Operating Activities - The cash flow from operating activities showed a significant increase, with cash and cash equivalents reported at RMB 552,459,000 for the first half of 2025, compared to RMB 492,559,000 for the same period in 2024[40] - The net cash flow from operating activities for the six months ended June 30, 2025, was RMB 83.76 million, an increase of RMB 34.44 million compared to the previous year[83] Strategic Focus and Market Position - The company continues to focus on technology development and consulting services in the software and hardware sectors[8] - The group operates primarily in the cloud services sector, which constitutes a significant portion of its operations[14] - The company is focusing on the integration of AI technology in its financial and tax services, enhancing efficiency and accuracy in automated bookkeeping and tax reporting for micro-enterprises[51] - The company is enhancing its product offerings in the new commerce, new retail, and new manufacturing sectors, focusing on performance management and cost reduction for micro-enterprises[52] - The company is leveraging AI and big data technologies to empower value-added service providers, improving customer acquisition and operational success[47] - The company maintained its leading position in the small and micro enterprise cloud financial and tax service market for five consecutive years, achieving the highest ratings in user satisfaction and product performance[58] - The company aims to expand its market share in the small and micro enterprise cloud financial services sector and solidify its leading position in the market[61] - The company is committed to the "AI first" strategy, accelerating the application of AI technology in product innovation and operations[61] - The company has actively explored global development, expanding its "Chanjet Smart ERP" product to markets in Hong Kong, Macau, Southeast Asia, and the Middle East[55] Corporate Governance and Compliance - The company has fully complied with the Corporate Governance Code as per the listing rules during the reporting period[104] - The audit committee reviewed the unaudited interim results announcement and confirmed compliance with applicable accounting standards[106] Employee Management - The total number of employees remained stable at 991, with a focus on optimizing organizational structure and enhancing performance management systems[60] - The company has established a two-tier training system to enhance the efficiency of new employees[98] - The company actively employs various incentive measures, including employee stock ownership and long-term performance incentives, to attract and retain key talent[97]

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) During the reporting period, the company's operating revenue significantly increased by **57.2%**, gross profit doubled by **120.6%**, losses substantially narrowed year-on-year, and basic loss per share decreased by **33.3%** | Item | Jan-Jun 2025 (RMB millions) | Jan-Jun 2024 (RMB millions) | Change Percentage | | :--- | :--- | :--- | :--- | | Operating Revenue | 556.9 | 354.2 | 57.2% | | Gross Profit | 60.0 | 27.2 | 120.6% | | Total Profit | -17.7 | -24.5 | 27.8% | | Net Profit | -20.7 | -27.9 | 25.8% | | Net Profit Attributable to Owners of Parent Company | -17.8 | -25.5 | 30.2% | | Basic Earnings Per Share (RMB) | -0.04 | -0.06 | 33.3% | [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Income Statement](index=2&type=section&id=Consolidated%20Income%20Statement) During the reporting period, the company's total operating revenue significantly increased, accompanied by a rise in total operating costs; however, operating profit and net profit losses narrowed, indicating improved operational performance | Item | Jan-Jun 2025 (RMB) | Jan-Jun 2024 (RMB) | | :--- | :--- | :--- | | Total Operating Revenue | 556,853,313.53 | 354,163,146.97 | | Total Operating Costs | 556,195,751.84 | 391,730,562.30 | | Operating Profit | -18,306,717.86 | -23,524,551.01 | | Net Profit | -20,668,460.91 | -27,945,457.83 | | Net Profit Attributable to Owners of Parent Company | -17,799,262.85 | -25,485,659.24 | | Basic Earnings Per Share | -0.04 | -0.06 | [Consolidated Balance Sheet](index=4&type=section&id=Consolidated%20Balance%20Sheet) As of June 30, 2025, the company's total assets and total liabilities both decreased compared to the end of 2024, with accounts receivable being the largest component of current assets and fixed assets dominating non-current assets | Item | Jun 30, 2025 (RMB) | Dec 31, 2024 (RMB) | | :--- | :--- | :--- | | Total Assets | 3,731,546,771.15 | 3,883,403,330.88 | | Total Liabilities | 2,548,371,577.82 | 2,680,172,166.75 | | Share Capital | 446,272,000.00 | 446,272,000.00 | | Total Equity Attributable to Owners of Parent Company | 1,109,804,770.58 | 1,127,053,796.47 | | Total Equity | 1,183,175,193.33 | 1,203,231,164.13 | - As of June 30, 2025, Total Current Assets were **RMB 3,347,485,891.03**, and Total Non-current Assets were **RMB 384,060,880.12**[8](index=8&type=chunk)[9](index=9&type=chunk) - As of June 30, 2025, Total Current Liabilities were **RMB 2,546,088,598.77**, and Total Non-current Liabilities were **RMB 2,282,979.05**[10](index=10&type=chunk)[11](index=11&type=chunk) [Notes to Financial Statements](index=8&type=section&id=Notes%20to%20Financial%20Statements) [1. General Information](index=8&type=section&id=1.%20General%20Information) Provides an overview of the company's registration, H-share listing, primary business scope including R&D, production, and sales of construction materials, solid waste comprehensive utilization, and new energy charging/swapping services, along with its parent and ultimate controlling parties - The company was registered and established in Yunnan Province on June 19, 2007, with a registered capital of **RMB 446,272,000.00**[12](index=12&type=chunk) - The company's H-shares began trading on the Main Board of the Hong Kong Stock Exchange on October 31, 2019[13](index=13&type=chunk) - Its main business includes R&D, production, and sales of construction materials, primarily ready-mixed concrete, as well as comprehensive utilization of solid waste (mainly phosphogypsum) and new energy heavy-duty truck charging/swapping services[13](index=13&type=chunk) [2. Basis of Preparation of Financial Statements](index=8&type=section&id=2.%20Basis%20of%20Preparation%20of%20Financial%20Statements) Explains that financial statements are prepared under Chinese accounting standards, Hong Kong Companies Ordinance, and Listing Rules, noting the company's going concern assumption despite continuous losses and frozen funds, with proposed improvement measures [2.1 Basis of Preparation](index=8&type=section&id=2.1%20Basis%20of%20Preparation) Financial statements are prepared in accordance with China Accounting Standards for Business Enterprises and relevant regulations issued by the Ministry of Finance, as well as the Hong Kong Companies Ordinance and Hong Kong Listing Rules - Financial statements are prepared in accordance with China Accounting Standards for Business Enterprises and relevant regulations, as well as the Hong Kong Companies Ordinance and the Hong Kong Listing Rules[15](index=15&type=chunk) [2.2 Going Concern](index=9&type=section&id=2.2%20Going%20Concern) Given continuous losses and frozen funds, significant going concern uncertainty exists; the Board has proposed and deemed effective measures like market expansion, debt management, and communication, thus preparing financial statements on a going concern basis - The company incurred continuous losses in 2023, 2024, and the first half of 2025, with approximately **RMB 56.50 million** in frozen funds as of June 30, 2025, indicating significant uncertainty about its ability to continue as a going concern[16](index=16&type=chunk) - The company plans to implement measures to improve its going concern ability, including strengthening market expansion (with contracts on hand totaling approximately **RMB 1.53 billion**), intensifying accounts receivable collection, and actively communicating with financial institutions and suppliers to optimize debt structure and resolve lawsuits[16](index=16&type=chunk) [3. Significant Accounting Policies and Estimates](index=9&type=section&id=3.%20Significant%20Accounting%20Policies%20and%20Estimates) The Group has formulated specific accounting policies and estimates based on its operating characteristics, including operating cycle, bad debt provisions for receivables, depreciation of fixed assets, amortization of intangible assets, provisions, and revenue recognition, with no changes in accounting policies for this period's financial statements - No changes were made to the accounting policies adopted in the preparation of these financial statements[18](index=18&type=chunk) [4. Segment Information and Operating Revenue](index=10&type=section&id=4.%20Segment%20Information%20and%20Operating%20Revenue) The company treats R&D, production, and sales of construction materials as a single operating segment; during the reporting period, operating revenue primarily stemmed from construction material sales, with solid waste, new materials, services, and new energy charging/swapping businesses also contributing [4.1 Operating Segment Information](index=10&type=section&id=4.1%20Operating%20Segment%20Information) The Group's primary revenue is derived from the R&D, production, and sales of construction materials, mainly ready-mixed concrete, treated as a single operating segment with all assets located in mainland China - The Group regards the R&D, production, and sales of construction materials, primarily ready-mixed concrete, as a single operating segment[19](index=19&type=chunk) [4.2 Operating Revenue](index=10&type=section&id=4.2%20Operating%20Revenue) During the reporting period, the company's total operating revenue amounted to **RMB 556,853,313.53**, with sales of construction materials being the primary and largest source of revenue | Item | Jan-Jun 2025 (RMB) | Jan-Jun 2024 (RMB) | | :--- | :--- | :--- | | Sales of Construction Materials | 538,905,684.46 | 338,916,519.47 | | Sales of Solid Waste and New Materials | 6,286,693.49 | 2,951,491.48 | | Services | 10,492,741.94 | 7,690,219.06 | | New Energy Charging/Swapping | 979,384.49 | 310,923.34 | | Others | 188,809.15 | 4,293,993.62 | | Total | 556,853,313.53 | 354,163,146.97 | [5. Finance Costs](index=10&type=section&id=5.%20Finance%20Costs) During the reporting period, total finance costs were **RMB 10,530,698.1

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部 或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 CIMC Enric Holdings Limited 中集安瑞科控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：3899） 截 至2025年6月30日止六個月之 中期業績公告 | 財務摘要 | | | | | --- | --- | --- | --- | | | 截 | 至6月30日止六個月 | | | | 2025年 | 2024年 | | | | （未經審核） | （未經審核） | 變 動 | | （人民幣千元） 收 益 | 12,614,294 | 11,479,938 | 9.9% | | （人民幣千元） 淨溢利 | 581,042 | 503,829 | 15.3% | | （人民幣千元） 股權持有人應佔溢利 | 562,132 | 486,141 | 15.6% | | 每股基本盈利 （人民幣元） | 0.278 | 0.241 | 15.4% | 中 集 安 瑞 科 控 股 ...

[Condensed Consolidated Financial Statements](index=1&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the Group's financial performance, position, and cash flows for the six months ended June 30, 2025, highlighting growth in revenue and profit [Condensed Consolidated Statement of Profit or Loss](index=1&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, Youcheng Holdings Limited reported **6.0%** revenue growth to **RMB 1,008,873 thousand** and **10.7%** gross profit increase Condensed Consolidated Statement of Profit or Loss Key Data (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,008,873 | 951,936 | 6.0% | | Cost of Sales | (868,323) | (825,012) | 5.2% | | Gross Profit | 140,550 | 126,924 | 10.7% | | Other Income | 26,923 | 20,683 | 30.2% | | Selling Expenses | (65,045) | (55,389) | 17.4% | | Administrative Expenses | (50,103) | (41,216) | 21.6% | | Finance Costs | (17,560) | (17,896) | -1.9% | | Profit Before Tax | 34,974 | 33,364 | 4.8% | | Profit for the Period | 28,852 | 28,255 | 2.1% | | Basic and Diluted Earnings Per Share | RMB 0.0446 | RMB 0.0435 | 2.5% | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's total comprehensive income was **RMB 28,382 thousand**, a slight decrease primarily due to negative exchange differences from overseas operations Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit for the Period | 28,852 | 28,255 | | Exchange differences arising from translation of financial statements of overseas operations | (470) | 158 | | Total Comprehensive Income for the Period | 28,382 | 28,413 | | Total comprehensive income attributable to owners of the Company | 27,905 | 27,889 | | Total comprehensive income attributable to non-controlling interests | 477 | 524 | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets less current liabilities increased to **RMB 1,255,761 thousand**, with net current liabilities improving from **RMB (143,114) thousand** to **RMB (91,440) thousand** Condensed Consolidated Statement of Financial Position Key Data | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Non-current Assets | 1,347,201 | 1,333,953 | | Current Assets | 1,580,792 | 1,670,900 | | Current Liabilities | 1,672,232 | 1,814,014 | | Net Current Assets | (91,440) | (143,114) | | Total Assets Less Current Liabilities | 1,255,761 | 1,190,839 | | Non-current Liabilities | 259,300 | 222,760 | | Share Capital and Reserves | 981,722 | 953,817 | | Non-controlling Interests | 14,739 | 14,262 | [Consolidated Statement of Changes in Equity](index=4&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of June 30, 2025, total equity attributable to owners of the Company increased to **RMB 981,722 thousand**, driven by profit for the period despite reduced exchange reserves Consolidated Statement of Changes in Equity Key Data | Indicator | January 1, 2025 (RMB thousands) | June 30, 2025 (RMB thousands) | | :--- | :--- | :--- | | Share Capital | 5,801 | 5,801 | | Reserves | 948,016 | 975,921 | | Total equity attributable to owners of the Company | 953,817 | 981,722 | | Non-controlling Interests | 14,262 | 14,739 | | Total | 968,079 | 996,461 | **Changes during the period (January 1, 2025 to June 30, 2025):** * Profit for the period: **RMB 28,375 thousand** (attributable to owners of the Company) * Other comprehensive income for the period: **RMB (470) thousand** (mainly reduction in exchange reserve) [Condensed Consolidated Statement of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash outflow from operating activities improved to **RMB (68,310) thousand**, but a significant drop in financing cash inflow led to a net decrease in cash and cash equivalents of **RMB (79,546) thousand** Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net cash flows from/(used in) operating activities | (68,310) | (122,998) | | Net cash flows from/(used in) investing activities | (99,107) | (149,333) | | Net cash flows from/(used in) financing activities | 87,871 | 272,972 | | Net increase/(decrease) in cash and cash equivalents | (79,546) | 641 | | Cash and cash equivalents at end of period | 109,346 | 58,879 | [Notes to the Financial Statements](index=6&type=section&id=Notes%20to%20the%20Financial%20Statements) This section details the accounting policies, revenue recognition, profit before tax components, earnings per share calculation, and trade receivables and payables [Basis of Presentation and Accounting Policies](index=6&type=section&id=Basis%20of%20Presentation%20and%20Accounting%20Policies) This interim financial report is prepared under HKAS 34 and Listing Rules, with consistent accounting policies and no significant impact from new HKFRS amendments - The Company's shares were listed on the Main Board of the Stock Exchange on **December 15, 2010**[8](index=8&type=chunk) - This interim financial report is prepared in accordance with Hong Kong Accounting Standard **34 "Interim Financial Reporting"** issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[8](index=8&type=chunk) - Amendments to Hong Kong Financial Reporting Standards adopted on **January 1, 2025**, did not have a significant impact on the financial statements[8](index=8&type=chunk)[9](index=9&type=chunk) [Revenue and Other Income](index=6&type=section&id=Revenue%20and%20Other%20Income) Revenue is defined as amounts received and receivable from goods sold, net of discounts and VAT, while other income includes gains from raw material sales and government subsidies - Revenue is defined as amounts received and receivable from the sale of goods during the period, net of discounts and value-added tax[10](index=10&type=chunk) - Other income includes gains from the sale of raw materials and scrap, and government subsidies[11](index=11&type=chunk) [Profit Before Tax and Taxation](index=7&type=section&id=Profit%20Before%20Tax%20and%20Taxation) Profit before tax is derived after deducting various expenses, with several Chinese subsidiaries enjoying a preferential **15%** corporate income tax rate due to high-tech enterprise status Profit Before Tax Deductions (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Cost of inventories charged to expenses | 823,540 | 786,591 | | Depreciation of right-of-use assets | 1,995 | 1,760 | | Amortisation of intangible assets | 2,338 | 1,975 | | Depreciation of property, plant and equipment | 81,735 | 71,785 | - The Group's Chinese subsidiaries are subject to a corporate income tax rate of **25%**[13](index=13&type=chunk) - Several subsidiaries, including Guangzhou Youcheng, Hangzhou Youcheng, Hubei Youcheng, Youcheng China, Youcheng Technology Research, Suzhou Youcheng, Jilin Youcheng, Youcheng Technology, and Tianjin Youcheng, enjoy a preferential tax rate of **15%** due to their high-tech enterprise qualifications, with most renewed until **2027**[13](index=13&type=chunk)[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk) [Earnings Per Share](index=8&type=section&id=Earnings%20Per%20Share) For the six months ended June 30, 2025, basic and diluted earnings per share attributable to ordinary shareholders increased to **RMB 0.0446**, with diluted EPS equaling basic EPS Earnings Per Share Calculation Data (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit for the purpose of calculating basic and diluted earnings per share | 28,375 | 27,731 | | Weighted average number of ordinary shares ('000) | 636,550 | 636,550 | | Basic and Diluted Earnings Per Share | RMB 0.0446 | RMB 0.0435 | - Diluted earnings per share is equal to basic earnings per share as there are no outstanding potential ordinary shares[17](index=17&type=chunk) [Trade and Other Receivables and Payables](index=9&type=section&id=Trade%20and%20Other%20Receivables%20and%20Payables) As of June 30, 2025, net trade receivables decreased to **RMB 624,140 thousand**, and total payables and accrued expenses also decreased, indicating improved current liability management Trade Receivables, Deposits and Prepayments (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables (net) | 624,140 | 730,935 | | Bills receivable | 179,443 | 75,262 | | Prepayments to suppliers | 45,983 | 47,822 | | Total | 901,704 | 940,731 | - The Group typically grants credit periods of **30 to 90 days** to customers, which can be extended to **90 to 270 days** for mold customers with good relationships[19](index=19&type=chunk) Trade and Other Payables and Accrued Expenses (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade and bills payables | 840,991 | 932,135 | | Contract liabilities | 70,614 | 76,296 | | Accrued staff costs | 52,448 | 56,626 | | Accrued expenses | 37,094 | 41,143 | | Total | 1,081,200 | 1,280,644 | - The average payment period for purchases is **30 to 120 days**, and the Group has financial risk management policies to ensure timely payment of payables[20](index=20&type=chunk) [Management Discussion and Analysis](index=11&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's business operations, financial performance, liquidity, and future strategies, emphasizing growth and global expansion [Business Review](index=11&type=section&id=Business%20Review) The Group specializes in precision injection mold design and plastic parts production in China, serving major automotive clients, with stable sales growth and global expansion into Mexico and Serbia - The Group primarily engages in the design, development, and manufacturing of precision injection molds and the production of plastic parts in China, serving well-known domestic automotive and auto parts manufacturers[21](index=21&type=chunk) - For the six months ended June 30, 2025, sales revenue was approximately **RMB 1,008,873,000**, and profit attributable to owners of the Company was approximately **RMB 28,375,000**[21](index=21&type=chunk) - The Group invested approximately **RMB 44,783,000** in research and development and established two overseas subsidiaries in Mexico and Serbia to become a global automotive parts supplier[21](index=21&type=chunk) [Financial Review](index=11&type=section&id=Financial%20Review) For the six months ended June 30, 2025, the Group achieved **6.0%** sales revenue growth, **10.7%** gross profit increase, and a **13.9%** gross margin, despite increased operating expenses Financial Review Key Data (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Sales Revenue | 1,008,873 | 951,936 | 6.0% | | Gross Profit | 140,550 | 126,924 | 10.7% | | Gross Profit Margin | 13.9% | 13.3% | +0.6pp | | Selling Expenses | 65,045 | 55,389 | 17.4% | | Administrative Expenses | 50,103 | 41,216 | 21.6% | | Finance Costs | 17,560 | 17,896 | -1.9% | | Profit attributable to owners of the Company | 28,375 | 27,731 | 2.3% | - The increase in gross profit was primarily due to increased revenue and an improved gross profit margin resulting from changes in the product sales mix[24](index=24&type=chunk) - The decrease in finance costs was mainly due to the net effect of an increase in the average balance of bank and other borrowings (to meet business development needs) and a decrease in the average borrowing interest rate[27](index=27&type=chunk) [Financial Resources and Liquidity](index=12&type=section&id=Financial%20Resources%20and%20Liquidity) As of June 30, 2025, the Group's equity increased to **RMB 996,461 thousand**, with net asset value per share at **RMB 1.57**, and an improved net current asset position despite a higher gearing ratio of **28.6%** Financial Resources and Liquidity Key Data | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Equity | 996,461 | 968,079 | | Current Assets | 1,580,792 | 1,670,900 | | Bank balances and cash | 109,346 | 188,892 | | Pledged bank balances | 82,122 | 55,108 | | Inventories | 486,846 | 480,840 | | Trade receivables, bills receivable, deposits and prepayments | 901,704 | 940,731 | | Net non-current assets | 1,347,201 | 1,333,953 | | Current Liabilities | 1,672,232 | 1,814,014 | | Non-current Liabilities | 259,300 | 222,760 | | Net Asset Value Per Share | RMB 1.57 | RMB 1.52 | | Gearing Ratio | 28.6% | 24.9% | [Segment Information and Staff Remuneration](index=12&type=section&id=Segment%20Information%20and%20Staff%20Remuneration) The Group operates as a single segment in China, manufacturing and trading molds and plastic parts, employing **3,200 staff** with total remuneration costs of approximately **RMB 150 million** - The Group's sole principal business is the manufacturing and trading of molds and plastic mold parts, with all operations located and conducted in China, operating as a single operating segment[30](index=30&type=chunk) - As of June 30, 2025, the Group employed approximately **3,200 staff**, with total staff remuneration costs of approximately **RMB 150,000,000**[31](index=31&type=chunk) - Remuneration is determined by market rates and individual employee performance, qualifications, and experience, with provident funds and similar retirement benefit schemes provided[31](index=31&type=chunk) [Pledge of Assets and Risk Management](index=13&type=section&id=Pledge%20of%20Assets%20and%20Risk%20Management) The Group's assets, including right-of-use assets and property, plant and equipment, are pledged for borrowings, and it faces unhedged foreign exchange risks in RMB, USD, and JPY - As of June 30, 2025, the Group's right-of-use assets (approximately **RMB 69,000,000**) and property, plant and equipment (approximately **RMB 150,000,000**) were pledged as collateral for bank borrowings[32](index=32&type=chunk) - Some property, plant and equipment (approximately **RMB 7,000,000**) were pledged as collateral for other borrowings under sale and leaseback arrangements, with the remaining other borrowings (approximately **RMB 50,000,000**) secured by interests in an associate[32](index=32&type=chunk) - The Group is exposed to foreign exchange risks in RMB, USD, and JPY but currently has no foreign currency hedging policy, with the Board considering hedging significant exchange rate risks when necessary[33](index=33&type=chunk) [Material Events and Outlook](index=13&type=section&id=Material%20Events%20and%20Outlook) The Group reported no material acquisitions or contingent liabilities, and plans to enhance product quality, expand globally, and invest in intelligent manufacturing for future growth - The Group had no material investments, acquisitions, or disposals of subsidiaries, nor any material contingent liabilities or capital commitments for the six months ended June 30, 2025[34](index=34&type=chunk)[35](index=35&type=chunk) - Management will continue to enhance product quality, expand the customer base, strengthen its leading position in the high-end mold market, and provide one-stop services from mold development to injection molding, aluminum plating, and assembly[36](index=36&type=chunk) - The Group will strengthen communication with European, American, and Japanese customers, send technical personnel for training, and recruit senior sales and technical staff, while investing in intelligent construction and independently developing information systems like ERP and MES for digital and visual management[37](index=37&type=chunk)[38](index=38&type=chunk) - To keep pace with the automotive industry's development, the Group will focus on the three major automotive manufacturing markets of Europe, Asia, and America, continuing to invest in the second phase of its Mexico Youcheng factory and expanding production capacity in Serbia to meet US and European market demand[39](index=39&type=chunk) [Proposed Dividend](index=14&type=section&id=Proposed%20Dividend) The Board of Directors recommends not paying an interim dividend for the six months ended June 30, 2025 - The Board of Directors recommends not paying an interim dividend for the six months ended June 30, 2025 (2024: nil)[40](index=40&type=chunk) [Other Information](index=15&type=section&id=Other%20Information) This section covers directors' and major shareholders' interests, share acquisition rights, code of conduct, audit committee functions, securities transactions, competing business interests, and corporate governance practices [Directors' and Major Shareholders' Interests](index=15&type=section&id=Directors%27%20and%20Major%20Shareholders%27%20Interests) Several directors and major shareholders hold interests in the Company, with Mr. Masuda Katsutoshi and Mr. Masuda Toshimitsu indirectly holding **36.65%** through Conpri Limited Directors' Interests in Shares of the Company (As of June 30, 2025) | Director's Name | Capacity | Number of Shares Held (Long Position) | Approximate Percentage of Interest | | :--- | :--- | :--- | :--- | | Mr. Masuda Katsutoshi | Corporate interest | 233,316,864 shares | 36.65% | | Mr. Masuda Toshimitsu | Corporate interest | 233,316,864 shares | 36.65% | | Mr. Xu Yong | Personal interest | 102,086,400 shares | 16.04% | | Mr. Shimabayashi Manabu | Personal interest | 7,900,800 shares | 1.24% | | Mr. Fan Xiaoping | Personal interest | 57,024 shares | 0.01% | Major Shareholders' Interests in Shares of the Company (As of June 30, 2025) | Shareholder Name | Capacity | Number of Shares Held (Long Position) | Approximate Percentage of Interest | | :--- | :--- | :--- | :--- | | Conpri | Beneficial owner | 233,316,864 shares | 36.65% | | Superview International Investment Limited | Beneficial owner | 110,880,000 shares | 17.42% | | Ding Hongguang | Beneficial owner | 60,104,640 shares | 9.44% | - Superview International Investment Limited is wholly owned by Mr. Xu Yue, the elder brother of Mr. Xu Yong, an executive director of the Company[44](index=44&type=chunk) [Directors' Rights to Acquire Shares and Code of Conduct](index=16&type=section&id=Directors%27%20Rights%20to%20Acquire%20Shares%20and%20Code%20of%20Conduct) As of June 30, 2025, no rights to acquire shares or debentures were granted or exercised by directors, and the Company's code of conduct for securities dealings was complied with - As of June 30, 2025, neither the Company nor its subsidiaries granted any rights to, nor did any directors or their associates exercise any rights to acquire shares or debentures of the Company or any other body corporate[45](index=45&type=chunk) - The Company has adopted a code of conduct for directors' dealings in securities, with terms no less exacting than those set out in Appendix 10 of the Listing Rules, and no directors have breached this code in their securities dealings[46](index=46&type=chunk) [Audit Committee](index=16&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviews financial reports, monitors internal controls, and has approved the interim financial statements - The Audit Committee consists of three independent non-executive directors (Mr. Koki Takabayashi, Mr. Fan Xiaoping, and Mr. Lo Ka Wai), with Mr. Lo Ka Wai appointed as Chairman[47](index=47&type=chunk) - Key responsibilities include reviewing draft annual, interim, and quarterly reports and advising the Board, as well as reviewing and monitoring the Group's financial reporting and internal control procedures[47](index=47&type=chunk) - The Audit Committee has reviewed and approved the condensed consolidated financial statements for the six months ended June 30, 2025[47](index=47&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=17&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) For the six months ended June 30, 2025, neither the Company nor its subsidiaries purchased, sold, or redeemed any listed shares - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares[48](index=48&type=chunk) [Directors' Interests in Competing Business and Non-Competition Undertaking](index=17&type=section&id=Directors%27%20Interests%20in%20Competing%20Business%20and%20Non-Competition%20Undertaking) Despite business similarities, Japan Youcheng's market differs from the Group's, and a non-competition undertaking ensures no competing activities and referral of business opportunities - Japan Youcheng primarily engages in the design, manufacturing, and sale of injection molds and plastic parts, with its target market in Japan, differing from the Group's markets in Mainland China, Taiwan, Hong Kong, and Macau SAR[49](index=49&type=chunk) - The Directors believe that Youcheng Kiko Co., Ltd. does not compete with the Group, and both management teams operate independently[49](index=49&type=chunk) - The covenantors (Youcheng Kiko Co., Ltd. and its subsidiaries) have entered into a non-competition undertaking, agreeing not to engage in activities similar to or competing with the Group's business, and to refer business opportunities within the Group's exclusive market to the Company or any member of the Group[50](index=50&type=chunk)[51](index=51&type=chunk) [Corporate Governance](index=18&type=section&id=Corporate%20Governance) The Group complies with the Corporate Governance Code, with a deviation from provision A.1.8 regarding directors' legal liability insurance, deemed unnecessary by the Board - The Group has adopted and complied with the relevant provisions of the Corporate Governance Code set out in Appendix 14 of the Listing Rules, except for a deviation from Code Provision A.1.8[53](index=53&type=chunk) - Code Provision A.1.8 requires appropriate insurance arrangements for potential legal actions against directors, but the Board believes such insurance is unnecessary due to the Group's single business, strict risk control, and sufficient director capabilities[53](index=53&type=chunk)

[Report Statement and Company Overview](index=1&type=section&id=Report%20Statement%20and%20Company%20Overview) This section provides the disclaimer regarding the announcement's content and key information about the company and reporting period [Report Statement](index=1&type=section&id=1.1%20Report%20Statement) Hong Kong Exchanges and Clearing Limited disclaims responsibility for the announcement's content and any losses arising from it - Hong Kong Exchanges and Clearing Limited is not responsible for the content of this announcement, nor does it make any representation as to its accuracy or completeness[1](index=1&type=chunk) - Hong Kong Exchanges and Clearing Limited expressly disclaims any liability whatsoever for any loss arising from or in reliance upon the whole or any part of the contents of this announcement[1](index=1&type=chunk) [Company Information](index=1&type=section&id=1.2%20Company%20Information) This section presents the unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, reviewed by the Audit Committee - Company name: Shanshan Brand Management Co., Ltd., stock code: **1749**[2](index=2&type=chunk) - Reporting period: For the six months ended June 30, 2025[3](index=3&type=chunk) - Nature of report: Unaudited condensed consolidated interim financial information, reviewed by the Board's Audit Committee[3](index=3&type=chunk) [Condensed Consolidated Financial Statements](index=2&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the company's condensed consolidated statements of profit or loss and other comprehensive income, and financial position [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=2.1%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, revenue decreased by 10.6% to RMB 425.2 million, gross profit decreased by 8.7% to RMB 179.1 million, and profit and total comprehensive income for the period decreased by 8.6% to RMB 12.1 million, with earnings per share of 9.05 RMB cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | For the six months ended June 30, 2025 (RMB Yuan) | For the six months ended June 30, 2024 (RMB Yuan) | Year-on-year change | | :--- | :--- | :--- | :--- | | Revenue | 425,213,042 | 475,669,316 | -10.6% | | Cost of sales | (246,145,684) | (279,439,188) | -11.9% | | Gross profit | 179,067,358 | 196,230,128 | -8.7% | | Profit before income tax | 15,712,497 | 19,602,851 | -19.9% | | Income tax expense | (3,644,182) | (6,392,999) | -42.9% | | Profit and total comprehensive income for the period attributable to owners of the Company | 12,068,315 | 13,209,852 | -8.6% | | Earnings per share attributable to owners of the Company | 9.05 RMB cents | 9.90 RMB cents | -8.6% | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=2.2%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total non-current assets increased to RMB 212 million, driven by a significant rise in property, plant and equipment; total current assets decreased to RMB 544 million due to lower inventories and trade receivables; total current liabilities decreased to RMB 441 million, with a notable reduction in trade payables; and net assets slightly increased to RMB 278 million Condensed Consolidated Statement of Financial Position Key Data | Indicator | As of June 30, 2025 (RMB Yuan) | As of December 31, 2024 (RMB Yuan) | Change | | :--- | :--- | :--- | :--- | | **Non-current assets** | | | | | Property, plant and equipment | 115,022,434 | 67,484,573 | +70.4% | | Total non-current assets | 211,693,958 | 164,164,886 | +28.9% | | **Current assets** | | | | | Inventories | 242,195,850 | 278,221,780 | -12.9% | | Trade and bills receivables | 200,391,602 | 239,825,926 | -16.5% | | Cash and cash equivalents | 59,104,350 | 106,457,075 | -44.5% | | Total current assets | 543,971,128 | 655,385,875 | -17.0% | | **Current liabilities** | | | | | Trade and bills payables | 114,628,370 | 216,080,405 | -47.0% | | Total current liabilities | 441,273,041 | 525,604,168 | -16.0% | | **Net assets** | | | | | Net assets | 277,672,764 | 276,276,449 | +0.5% | [Notes to the Condensed Consolidated Interim Financial Statements](index=5&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section provides detailed notes on the company's financial statements, covering company information, basis of preparation, key accounting judgments, segment information, and various financial accounts [Company Information](index=5&type=section&id=3.1%20Company%20Information) Shanshan Brand Management Co., Ltd., established in China on August 23, 2011, and listed on HKEX on June 27, 2018, primarily engages in the design, marketing, and sale of men's business and casual wear in China - The Company was established in China on August 23, 2011, and has been listed on the Hong Kong Stock Exchange since June 27, 2018[7](index=7&type=chunk) - The Group is principally engaged in the design, marketing and sale of men's business and casual wear in China[9](index=9&type=chunk) [Basis of Preparation](index=5&type=section&id=3.2%20Basis%20of%20Preparation) The interim financial statements are prepared in accordance with Appendix D2 of the Listing Rules and HKAS 34, read in conjunction with the 2024 annual financial statements, on a historical cost basis (except for financial assets measured at fair value), and presented in RMB - Basis of preparation: Appendix D2 to the Listing Rules and Hong Kong Accounting Standard 34 Interim Financial Reporting[10](index=10&type=chunk) - Measurement basis: Historical cost, except for financial assets measured at fair value[10](index=10&type=chunk) - Presentation currency: RMB[10](index=10&type=chunk) [Critical Accounting Judgments and Key Sources of Estimation Uncertainty](index=6&type=section&id=3.3%20Critical%20Accounting%20Judgments%20and%20Key%20Sources%20of%20Estimation%20Uncertainty) The critical accounting judgments and key sources of estimation uncertainty applied in preparing these financial statements are consistent with those used in the 2024 annual financial statements - The critical accounting judgments and key sources of estimation uncertainty applied are the same as those applied in the 2024 annual financial statements[12](index=12&type=chunk) [Segment Information and Revenue](index=6&type=section&id=3.4%20Segment%20Information%20and%20Revenue) The Group operates a single reportable segment, apparel trading in China, with revenue primarily from the Chinese market, categorized by product (apparel trading, trademark licensing), brand (FIRS, SHANSHAN), and sales channel (e-commerce, franchisees, self-operated retail stores, distributors, workwear) - The Group has only one single reportable segment, which is apparel trading in China[13](index=13&type=chunk) Revenue by Major Product/Service, Brand and Sales Channel | Category | 2025 (RMB Yuan) | 2024 (RMB Yuan) | | :--- | :--- | :--- | | **Major products/services** | | | | Apparel trading | 374,483,426 | 421,878,831 | | Trademark licensing income | 50,729,616 | 53,790,485 | | **By brand** | | | | FIRS | 286,982,466 | 339,122,153 | | SHANSHAN | 136,069,821 | 133,170,268 | | **By sales channel** | | | | E-commerce platforms | 146,022,393 | 171,229,861 | | Franchisees | 78,999,209 | 94,390,390 | | Self-operated retail stores | 73,347,925 | 74,108,959 | | Distributors | 31,486,779 | 47,316,334 | | Workwear | 44,627,120 | 34,833,287 | [Finance Costs](index=8&type=section&id=3.5%20Finance%20Costs) Total finance costs for the period were RMB 2.27 million, a 34.3% decrease from RMB 3.54 million in the prior period, primarily comprising interest expense on bank borrowings (after capitalization) of RMB 1.64 million and interest expense on lease liabilities of RMB 0.62 million Finance Costs Details | Item | 2025 (RMB Yuan) | 2024 (RMB Yuan) | | :--- | :--- | :--- | | Interest expense on bank borrowings | 2,705,776 | 3,341,904 | | Less: Amount capitalized on qualifying assets | (1,063,332) | – | | Interest expense on lease liabilities | 623,819 | 202,030 | | **Total** | **2,266,263** | **3,543,934** | - Finance costs decreased by **34.3%** year-on-year, primarily due to the capitalization of interest on bank borrowings[19](index=19&type=chunk) [Profit Before Income Tax](index=9&type=section&id=3.6%20Profit%20Before%20Income%20Tax) Profit before income tax was RMB 15.71 million, a 19.9% decrease from the prior period, mainly impacted by increased amortization and depreciation, reduced net reversal of inventory write-downs, and higher advertising and promotion expenses, partially offset by an increase in net reversal of impairment losses Profit Before Income Tax Components | Item | 2025 (RMB Yuan) | 2024 (RMB Yuan) | | :--- | :--- | :--- | | Total amortization and depreciation | 22,109,955 | 16,001,685 | | Total net reversal of impairment losses | (3,507,162) | (114,774) | | Total net reversal of inventory write-downs | (1,171,500) | (1,069,266) | | Total expenses relating to leases | 13,850,563 | 13,376,435 | | Advertising and promotion expenses | 5,041,297 | 3,603,315 | | Staff costs | 20,900,959 | 23,888,013 | - Total amortization and depreciation increased by **38.2%** year-on-year, mainly due to increased depreciation of right-of-use assets and property, plant and equipment[20](index=20&type=chunk) - Total net reversal of impairment losses significantly increased, primarily from trade receivables[20](index=20&type=chunk) [Dividends](index=10&type=section&id=3.7%20Dividends) For the six months ended June 30, 2025, the company approved and paid a final dividend of 8 RMB cents per share for the year ended December 31, 2024, totaling RMB 10.67 million, with no interim dividends paid, declared, or proposed for the current period - The annual general meeting on June 9, 2025, approved the payment of a final dividend of **8 RMB cents per ordinary share** for the year ended December 31, 2024, totaling approximately **RMB 10,672,000**, which was paid on August 8, 2025[22](index=22&type=chunk) - No dividends were paid, declared, or proposed for the current period[23](index=23&type=chunk) [Income Tax Expense](index=10&type=section&id=3.8%20Income%20Tax%20Expense) Income tax expense for the period was RMB 3.64 million, a 42.9% decrease from RMB 6.39 million in the prior period, comprising income tax provision of RMB 3.90 million and deferred tax credit of RMB 0.26 million, with the company operating in mainland China subject to a 25% corporate income tax rate Income Tax Expense Details | Item | 2025 (RMB Yuan) | 2024 (RMB Yuan) | | :--- | :--- | :--- | | Provision for income tax | 3,899,783 | 5,506,156 | | Deferred tax (credit)/expense | (255,601) | 886,843 | | **Income tax expense** | **3,644,182** | **6,392,999** | - Income tax expense decreased by **42.9%** year-on-year[25](index=25&type=chunk) - The Company operates in mainland China and is subject to a **25%** PRC corporate income tax rate[24](index=24&type=chunk) [Earnings Per Share](index=11&type=section&id=3.9%20Earnings%20Per%20Share) For the six months ended June 30, 2025, basic and diluted earnings per share were 9.05 RMB cents, an 8.6% decrease from 9.90 RMB cents in the prior period, with diluted earnings per share being the same as basic earnings per share due to no potential dilutive ordinary shares outstanding Earnings Per Share Calculation | Indicator | 2025 (RMB Yuan) | 2024 (RMB Yuan) | | :--- | :--- | :--- | | Profit for the purpose of calculating basic and diluted earnings per share | 12,068,315 | 13,209,852 | | Weighted average number of ordinary shares | 133,400,000 | 133,400,000 | | **Earnings per share** | **9.05 RMB cents** | **9.90 RMB cents** | - Earnings per share decreased by **8.6%** year-on-year[26](index=26&type=chunk) [Property, Plant and Equipment](index=11&type=section&id=3.10%20Property%2C%20Plant%20and%20Equipment) The Group is constructing a comprehensive building, including a product R&D center, high-end digital intelligent manufacturing plant, and digital intelligent warehouse, with additions to construction in progress of approximately RMB 50.68 million recognized during the period, including capitalized interest of RMB 1.06 million, and pledged deposits of RMB 2.17 million securing building construction - The Group is constructing a comprehensive building, including a product R&D center, high-end digital intelligent manufacturing plant, and digital intelligent warehouse on the land[27](index=27&type=chunk) - Additions to construction in progress of approximately **RMB 50,679,948** were recognized during the period, including capitalized interest of **RMB 1,063,332**[27](index=27&type=chunk) - Pledged deposits of approximately **RMB 2,172,445** are used to secure building construction and are classified as non-current assets[28](index=28&type=chunk) [Trade and Bills Receivables](index=12&type=section&id=3.11%20Trade%20and%20Bills%20Receivables) As of June 30, 2025, total trade and bills receivables were RMB 200.4 million, a 16.5% decrease from RMB 239.8 million at the end of 2024, with impairment provisions decreasing from RMB 29.97 million to RMB 26.53 million, and an aging analysis showing a decrease in receivables within three months and an increase in those over six months Trade and Bills Receivables Details | Item | As of June 30, 2025 (RMB Yuan) | As of December 31, 2024 (RMB Yuan) | | :--- | :--- | :--- | | Trade receivables | 226,087,477 | 269,698,165 | | Less: Impairment provision | (26,534,883) | (29,972,239) | | Bills receivable | 839,008 | 100,000 | | **Total** | **200,391,602** | **239,825,926** | Trade Receivables Aging Analysis (Net of Impairment Losses) | Aging | As of June 30, 2025 (RMB Yuan) | As of December 31, 2024 (RMB Yuan) | | :--- | :--- | :--- | | Within 3 months | 125,920,105 | 197,068,156 | | Over 3 months but within 6 months | 22,479,550 | 13,294,132 | | Over 6 months but within 1 year | 42,485,790 | 22,504,325 | | Over 1 year | 8,667,149 | 6,859,313 | - The Group provides its customers with a general credit period ranging from **30 to 240 days**[31](index=31&type=chunk) [Prepayments, Deposits and Other Receivables](index=13&type=section&id=3.12%20Prepayments%2C%20Deposits%20and%20Other%20Receivables) As of June 30, 2025, total prepayments, deposits and other receivables were RMB 35.14 million, a 52% increase from RMB 23.12 million at the end of 2024, with prepayments rising from RMB 12.59 million to RMB 25.00 million, and deposits and other receivables primarily consisting of refundable earnest money paid to shopping malls and online platform operators Prepayments, Deposits and Other Receivables Details | Item | As of June 30, 2025 (RMB Yuan) | As of December 31, 2024 (RMB Yuan) | | :--- | :--- | :--- | | Deposits and other receivables (net) | 10,136,576 | 10,525,930 | | Prepayments | 25,001,944 | 12,592,569 | | **Total** | **35,138,520** | **23,118,499** | - Total prepayments, deposits and other receivables increased by **52%**[32](index=32&type=chunk) - Deposits and other receivables primarily consist of refundable earnest money paid to shopping malls and online platform operators, and temporary payments made on behalf of franchisees[33](index=33&type=chunk) [Trade and Bills Payables](index=13&type=section&id=3.13%20Trade%20and%20Bills%20Payables) As of June 30, 2025, total trade and bills payables were RMB 114.6 million, a significant 47% decrease from RMB 216.1 million at the end of 2024, with trade payables falling from RMB 199.1 million to RMB 95.37 million, and bills payable secured by pledged deposits typically settled within six months Trade and Bills Payables Details | Item | As of June 30, 2025 (RMB Yuan) | As of December 31, 2024 (RMB Yuan) | | :--- | :--- | :--- | | Trade payables | 95,368,370 | 199,080,405 | | Bills payable | 19,260,000 | 17,000,000 | | **Total** | **114,628,370** | **216,080,405** | - Total trade and bills payables decreased by **47%**[35](index=35&type=chunk) - Bills payable are secured by deposits of **RMB 9,650,000** and guaranteed by a subsidiary of the Company, typically settled within six months from the invoice date[35](index=35&type=chunk) [Other Payables and Accrued Expenses](index=14&type=section&id=3.14%20Other%20Payables%20and%20Accrued%20Expenses) As of June 30, 2025, total other payables and accrued expenses were RMB 134.36 million, a 9.3% increase from RMB 122.87 million at the end of 2024, with amounts due for construction increasing from RMB 26.05 million to RMB 37.32 million, and other taxes payable decreasing from RMB 10.86 million to RMB 6.76 million Other Payables and Accrued Expenses Details | Item | As of June 30, 2025 (RMB Yuan) | As of December 31, 2024 (RMB Yuan) | | :--- | :--- | :--- | | Deposits received | 74,533,821 | 77,829,372 | | Amounts due for construction | 37,315,055 | 26,049,938 | | Other taxes payable | 6,763,254 | 10,859,056 | | Others | 15,747,463 | 8,133,250 | | **Total** | **134,359,593** | **122,871,616** | - Amounts due for construction increased by **43.2%**, reflecting the progress of the industrial park project construction[36](index=36&type=chunk) [Interest-Bearing Bank Borrowings](index=15&type=section&id=3.15%20Interest-Bearing%20Bank%20Borrowings) As of June 30, 2025, total interest-bearing bank borrowings were RMB 168.2 million, a 16% increase from RMB 145.0 million at the end of 2024, with new non-current bank borrowings of RMB 23.24 million secured by land use rights, and existing borrowings including RMB 100 million guaranteed by a subsidiary and a director, and RMB 45 million guaranteed by a subsidiary Interest-Bearing Bank Borrowings Total | Item | As of June 30, 2025 (RMB Yuan) | As of December 31, 2024 (RMB Yuan) | | :--- | :--- | :--- | | Bank borrowings classified as current liabilities | 145,000,000 | 145,000,000 | | Bank borrowings classified as non-current liabilities | 23,241,911 | – | | **Total** | **168,241,911** | **145,000,000** | - New non-current bank borrowings of **RMB 23,241,911** were secured by land use rights with a carrying amount of **RMB 40,220,033**[39](index=39&type=chunk) - Borrowings of **RMB 100,000,000** are guaranteed by a subsidiary of the Company and a director, and are subject to certain financial covenant terms[37](index=37&type=chunk) [Share Capital](index=16&type=section&id=3.16%20Share%20Capital) As of June 30, 2025, and December 31, 2024, the company's total registered domestic shares and H shares remained unchanged at 133,400,000 shares, with a share capital of RMB 133,400,000, indicating a stable capital structure - Total share capital is **RMB 133,400,000**, with a total of **133,400,000 shares**, consistent with the end of 2024[42](index=42&type=chunk) [Related Party Disclosures](index=16&type=section&id=3.17%20Related%20Party%20Disclosures) During the period, there were no rental expenses or utility transactions with related parties; key management personnel compensation totaled RMB 2.25 million, an 10.8% increase from the prior period; the maximum outstanding amount due from a key shareholder was RMB 0.62 million; and amounts due to a key shareholder involved a deposit for a trademark license agreement Key Management Personnel Compensation | Item | 2025 (RMB Yuan) | 2024 (RMB Yuan) | | :--- | :--- | :--- | | Short-term benefits | 2,205,333 | 1,950,262 | | Contributions to defined contribution retirement plans | 49,607 | 84,782 | | **Total** | **2,254,940** | **2,035,044** | - The maximum outstanding amount due from a key shareholder was approximately **RMB 624,293**, which is unsecured, interest-free, and repayable on demand[45](index=45&type=chunk)[46](index=46&type=chunk) - Amounts due to a key shareholder involve a **RMB 0.6 million** deposit paid to Shanshan Group under a trademark license agreement[47](index=47&type=chunk) [Fair Value Measurement of Financial Instruments](index=18&type=section&id=3.18%20Fair%20Value%20Measurement%20of%20Financial%20Instruments) The company's financial assets measured at fair value through profit or loss (listed equity investments) are classified as Level 1, and bills receivable as Level 2; as of June 30, 2025, listed equity investments had a fair value of RMB 0.45 million and bills receivable RMB 0.84 million, with no transfers between Level 1 and Level 2 fair value measurements during the period Financial Assets Measured at Fair Value | Item | As of June 30, 2025 (RMB Yuan) | As of December 31, 2024 (RMB Yuan) | Fair value hierarchy level | | :--- | :--- | :--- | :--- | | Financial assets at fair value through other comprehensive income – Bills receivable | 839,008 | 100,000 | Level 2 | | Financial assets at fair value through profit or loss – Listed equity investments | 452,364 | 645,910 | Level 1 | - Fair value hierarchy levels: Level 1 for quoted prices in active markets; Level 2 for observable inputs; Level 3 for unobservable inputs[50](index=50&type=chunk) [Commitments](index=19&type=section&id=3.19%20Commitments) As of June 30, 2025, total future minimum lease payments under non-cancellable operating leases amounted to RMB 4.18 million (not later than one year); capital commitments included contracted but not provided for acquisition of property, plant and equipment of RMB 6.12 million, and construction of the project of RMB 62.04 million, totaling RMB 68.16 million - Total future minimum lease payments under non-cancellable operating leases due: not later than one year is **RMB 4,178,249**[53](index=53&type=chunk) Capital Commitments | Item | As of June 30, 2025 (RMB Yuan) | As of December 31, 2024 (RMB Yuan) | | :--- | :--- | :--- | | Contracted but not provided for – acquisition of property, plant and equipment | 6,120,316 | 6,119,751 | | Contracted but not provided for – construction of the project | 62,037,492 | 66,837,124 | | **Total** | **68,157,808** | **72,956,875** | [Credit Facilities](index=20&type=section&id=3.20%20Credit%20Facilities) As of June 30, 2025, the Group had total bank facilities of RMB 130 million, of which RMB 23.24 million was utilized, leaving approximately RMB 106.76 million unutilized, with these facilities secured by land use rights and guaranteed by a subsidiary - The Group has obtained bank facilities totaling **RMB 130,000,000**, of which **RMB 23,241,911** has been utilized[56](index=56&type=chunk) - Unutilized bank facilities amount to approximately **RMB 106,758,089**[56](index=56&type=chunk) - These bank facilities are secured by land use rights with a carrying amount of **RMB 40,220,033** and guaranteed by a subsidiary of the Company[56](index=56&type=chunk) [Contingent Liabilities](index=20&type=section&id=3.21%20Contingent%20Liabilities) As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities - As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities[57](index=57&type=chunk) [Management Discussion and Analysis](index=21&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's business performance, financial results, working capital management, liquidity, and future plans for the reporting period [Business Review](index=21&type=section&id=4.1%20Business%20Review) In H1 2025, China's apparel retail market saw slower recovery and intensified competition in menswear, leading to rising operating costs; the Group, guided by "high-quality development," focused on core markets, optimized stores and online business, resulting in a 10.6% revenue decrease to RMB 425.2 million and an 8.3% profit decrease to RMB 12.1 million, while actively promoting the SHANSHAN brand and advancing the 5G new quality productivity industrial park project - From January to June 2025, retail sales of apparel, footwear, and knitwear by enterprises above designated size nationwide increased by **3.1%** year-on-year, while online retail sales of physical apparel goods increased by **1.4%** year-on-year, indicating a slowdown in recovery[58](index=58&type=chunk) - The Group's operating revenue slightly decreased by approximately **10.6%** to **RMB 425.2 million** for the period compared to the same period in 2024, and profit and total comprehensive income attributable to owners of the Company was **RMB 12.1 million**, a slight decrease of approximately **8.3%** compared to the same period in 2024[59](index=59&type=chunk) - The Group, as the "Exclusive Partner for Suits" of China International Fashion Week, promoted the SHANSHAN brand's "Oriental Gentleman" theme, focusing on the suit mega-item plan[60](index=60&type=chunk) - The Shanshan Brand 5G New Quality Productivity Industrial Park project is steadily progressing, expected to be completed in **Q4 2025**, aiming to create a benchmark industrial park integrating apparel R&D, design, new retail live-streaming base, intelligent manufacturing, and smart warehousing[60](index=60&type=chunk) - The number of retail stores was adjusted from **662** as of December 31, 2024, to **588** as of June 30, 2025, a decrease of approximately **11.2%**[61](index=61&type=chunk) [Financial Performance Analysis](index=23&type=section&id=4.2%20Financial%20Performance%20Analysis) This section provides a detailed analysis of changes in financial indicators for the period, including revenue decline, reduced gross profit, lower other income and administrative expenses, and increased impairment loss reversals [Revenue](index=23&type=section&id=4.2.1%20Revenue) The Group's total revenue decreased by 10.6% year-on-year to RMB 425.2 million, primarily due to reduced sales to distributors and franchisees from a core market strategy, and lower e-commerce platform revenue from optimizing live-streaming stores and private domain business - The Group's total revenue slightly decreased by approximately **10.6%** from **RMB 475.7 million** for the six months ended June 30, 2024, to **RMB 425.2 million** for the current period[62](index=62&type=chunk) - The decrease in revenue was primarily due to reduced sales to distributors and franchisees as a result of the strategy to focus on core markets, and a decline in e-commerce platform revenue from optimizing live-streaming stores and private domain business[62](index=62&type=chunk) Revenue by Sales Channel | Sales Channel | 2025 (RMB Thousand) | Share (%) | 2024 (RMB Thousand) | Share (%) | | :--- | :--- | :--- | :--- | :--- | | Sales to distributors | 31,487 | 7.4 | 47,316 | 9.9 | | E-commerce platforms | 146,022 | 34.3 | 171,230 | 36.0 | | Self-operated retail stores | 73,348 | 17.3 | 74,109 | 15.6 | | Sales to franchisees | 78,999 | 18.6 | 94,390 | 19.8 | | Workwear | 44,627 | 10.5 | 34,833 | 7.3 | | Trademark licensing income | 50,730 | 11.9 | 53,791 | 11.4 | Revenue by Brand | Brand | 2025 (RMB Thousand) | Share (%) | 2024 (RMB Thousand) | Share (%) | | :--- | :--- | :--- | :--- | :--- | | FIRS | 286,982 | 67.5 | 339,122 | 71.3 | | SHANSHAN | 136,070 | 32.0 | 133,170 | 28.0 | [Gross Profit](index=24&type=section&id=4.2.2%20Gross%20Profit) The Group's gross profit decreased by 8.7% year-on-year to RMB 179.1 million, consistent with the decline in revenue - The Group's gross profit slightly decreased by approximately **8.7%** from **RMB 196.2 million** for the six months ended June 30, 2024, to **RMB 179.1 million** for the current period[65](index=65&type=chunk) [Other Income](index=24&type=section&id=4.2.3%20Other%20Income) Other income significantly decreased by 81.3% year-on-year to RMB 0.3 million, primarily due to reduced raw material sales and a high-interest bank fixed deposit income in 2024 - The Group's other income decreased by approximately **81.3%** from **RMB 1.6 million** for the six months ended June 30, 2024, to **RMB 0.3 million** for the current period[66](index=66&type=chunk) - Primarily due to reduced raw material sales by the Group and a high-interest bank fixed deposit income in 2024[66](index=66&type=chunk) [Net Other Gains and Losses](index=24&type=section&id=4.2.4%20Net%20Other%20Gains%20and%20Losses) The period saw a turnaround from a loss of RMB 1.6 million in the prior period to a gain of RMB 1.1 million, mainly due to a charitable donation for an earthquake in the prior period - During the current period, the Group recorded a turnaround from other losses of **RMB 1.6 million** for the six months ended June 30, 2024, to other gains of **RMB 1.1 million** for the current period[67](index=67&type=chunk) - Primarily due to the Group's charitable donation of winter relief supplies for the Jishishan earthquake in Linxia, Gansu, China, for the six months ended June 30, 2024[67](index=67&type=chunk) [Selling and Distribution Expenses](index=25&type=section&id=4.2.5%20Selling%20and%20Distribution%20Expenses) Selling and distribution expenses decreased by 2.7% year-on-year to RMB 147.6 million, mainly due to reduced franchisee commissions resulting from lower revenue from cooperative franchisee channels - The Group's selling and distribution expenses decreased by approximately **2.7%** from **RMB 151.7 million** for the six months ended June 30, 2024, to **RMB 147.6 million** for the current period[68](index=68&type=chunk) - Primarily due to a decrease in franchisee commissions resulting from lower revenue from cooperative franchisee channels[68](index=68&type=chunk) [Administrative Expenses](index=25&type=section&id=4.2.6%20Administrative%20Expenses) Administrative expenses decreased by 14.2% year-on-year to RMB 18.7 million, mainly due to reduced professional consulting fees - The Group's administrative expenses decreased by approximately **14.2%** from **RMB 21.8 million** for the six months ended June 30, 2024, to **RMB 18.7 million** for the current period[69](index=69&type=chunk) - Primarily due to a reduction in the Group's professional consulting fees during the current period[69](index=69&type=chunk) [Net Reversal of Impairment Losses on Trade Receivables](index=25&type=section&id=4.2.7%20Net%20Reversal%20of%20Impairment%20Losses%20on%20Trade%20Receivables) A net reversal of impairment losses on trade receivables of RMB 3.4 million was recorded for the period, a significant increase from RMB 0.1 million in the prior period, mainly due to the recovery of overdue payments from a workwear customer - A net reversal of impairment losses on trade receivables of **RMB 3.4 million** was recorded for the current period, compared to a net reversal of impairment losses of **RMB 0.1 million** for the six months ended June 30, 2024[70](index=70&type=chunk) - Primarily due to the Group's recovery of overdue payments of approximately **RMB 3.5 million** from a workwear customer[70](index=70&type=chunk) [Net Reversal of Impairment Losses on Deposits and Other Receivables](index=25&type=section&id=4.2.8%20Net%20Reversal%20of%20Impairment%20Losses%20on%20Deposits%20and%20Other%20Receivables) The net reversal of impairment losses on deposits and other receivables remained at RMB 0.1 million for the period - The net reversal of impairment losses on deposits and other receivables remained at **RMB 0.1 million** for the current period[71](index=71&type=chunk) [Finance Costs](index=25&type=section&id=4.2.9%20Finance%20Costs) Finance costs decreased by 34.3% year-on-year to RMB 2.3 million, primarily due to a decrease in bank borrowing interest rates and the capitalization of certain finance costs - The Group's finance costs decreased by approximately **34.3%** from **RMB 3.5 million** for the six months ended June 30, 2024, to **RMB 2.3 million** for the current period[72](index=72&type=chunk) - Primarily due to a decrease in bank borrowing interest rates and the capitalization of certain finance costs[72](index=72&type=chunk) [Income Tax Expense](index=26&type=section&id=4.2.10%20Income%20Tax%20Expense) Income tax expense decreased by 43% year-on-year to RMB 3.6 million - Income tax expense for the current period was **RMB 3.6 million** (for the six months ended June 30, 2024: **RMB 6.4 million**), a year-on-year decrease of **43%**[73](index=73&type=chunk) [Profit for the Period](index=26&type=section&id=4.2.11%20Profit%20for%20the%20Period) The Group's profit for the period decreased by 8.3% year-on-year to RMB 12.1 million - The Group's profit decreased by **8.3%** from **RMB 13.2 million** for the six months ended June 30, 2024, to **RMB 12.1 million** for the current period[74](index=74&type=chunk) [Working Capital Management](index=26&type=section&id=4.3%20Working%20Capital%20Management) During the period, average inventory turnover days increased to 191 days, average trade receivables turnover days increased to 93 days, and average trade payables turnover days increased to 121 days Working Capital Turnover Days | Indicator | For the six months ended June 30, 2025 | For the year ended December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Average inventory turnover days | 191 | 148 | Increase 43 days | | Average trade receivables turnover days | 93 | 84 | Increase 9 days | | Average trade payables turnover days | 121 | 107 | Increase 14 days | - The increase in average inventory turnover days was mainly due to lower-than-expected sales of spring products[75](index=75&type=chunk) - The increase in average trade receivables turnover days was mainly due to the Group's adaptation to market conditions by moderately extending collection periods[75](index=75&type=chunk) - The increase in average trade payables turnover days was mainly due to extended credit periods from suppliers[75](index=75&type=chunk) [Liquidity and Financial Resources](index=27&type=section&id=4.4%20Liquidity%20and%20Financial%20Resources) As of June 30, 2025, cash and cash equivalents decreased to RMB 59.1 million, total bank borrowings increased to RMB 168.2 million, and the gearing ratio rose from 17.7% at the end of 2024 to 22.3% - During the period, the Group's cash and cash equivalents were approximately **RMB 59.1 million** (December 31, 2024: approximately **RMB 106.5 million**), a decrease of **44.5%**[76](index=76&type=chunk) - As of June 30, 2025, and December 31, 2024, the Group's total bank borrowings were approximately **RMB 168.2 million** and **RMB 145.0 million** respectively, an increase of **16%**[76](index=76&type=chunk) - As of June 30, 2025, and December 31, 2024, the Group's gearing ratio (total borrowings divided by total assets) was approximately **22.3%** and **17.7%** respectively[76](index=76&type=chunk) [Treasury Policy](index=27&type=section&id=4.5%20Treasury%20Policy) The Group adopts a prudent financial management approach for its treasury policy, maintaining a robust liquidity position, with the Board closely monitoring liquidity and appropriately investing surplus cash - The Group has adopted a prudent financial management approach for its treasury policy, thus maintaining a robust liquidity position throughout the current period[77](index=77&type=chunk) - The Board closely monitors the Group's liquidity position to ensure that the liquidity structure of the Group's assets, liabilities, and other commitments can meet its funding needs from time to time[77](index=77&type=chunk) [Foreign Exchange Risk and Hedging](index=27&type=section&id=4.6%20Foreign%20Exchange%20Risk%20and%20Hedging) The Group's transactions are mostly denominated in RMB, but H-share dividend payments are made in HKD, exposing the Group to market risks from foreign exchange rate fluctuations - Most of the Group's transactions are denominated in **RMB**[78](index=78&type=chunk) - Any dividend payments to H-share shareholders are made or will be made in **HKD**, which exposes the Group to market risks arising from foreign exchange rate fluctuations[78](index=78&type=chunk) [Dividends](index=28&type=section&id=4.7%20Dividends) The Board has resolved not to declare any interim dividend for the current period - The Board has resolved not to declare any interim dividend for the current period[79](index=79&type=chunk) [Employees and Remuneration Policy](index=28&type=section&id=4.8%20Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had 272 employees, a 16% decrease from the prior period, with employee costs for the period totaling RMB 20.9 million, a 12.5% year-on-year decrease, and remuneration policy based on experience, responsibility, market conditions, and performance - As of June 30, 2025, the Group had **272 employees** (June 30, 2024: **324 employees**), a decrease of **16%**[80](index=80&type=chunk) - Employee costs (including directors' emoluments) for the current period were approximately **RMB 20.9 million** (for the six months ended June 30, 2024: **RMB 23.9 million**), a year-on-year decrease of **12.5%**[80](index=80&type=chunk) - The remuneration policy for directors and senior management is determined based on their experience, level of responsibility, and general market conditions, with discretionary bonuses and other performance-based incentives linked to the Group's profit performance and individual performance[80](index=80&type=chunk) [Significant Investments, Acquisitions and Disposals](index=28&type=section&id=4.9%20Significant%20Investments%2C%20Acquisitions%20and%20Disposals) The Group held no significant investments and undertook no material acquisitions or disposals during the period - The Group held no significant investments and undertook no material acquisitions or disposals of assets, subsidiaries, associates, or joint ventures during the current period[81](index=81&type=chunk) [Future Plans for Material Investments or Capital Assets](index=28&type=section&id=4.10%20Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) The industrial park project has an estimated total cost of RMB 280 million, with RMB 41.32 million for land use rights settled and related investment and construction contracts signed as of June 30, 2025, and future funding expected from existing internal resources and bank borrowings - The total cost of the industrial park project is estimated to be **RMB 280 million**[82](index=82&type=chunk) - As of June 30, 2025, the Company had cumulatively settled land use rights consideration of **RMB 41,321,952** and signed a series of investment and construction contracts related to the industrial park project[82](index=82&type=chunk) - The Company's expected funding sources for the coming year will temporarily come from the Group's existing internal resources and bank borrowings for the development of the industrial park project[82](index=82&type=chunk) [Capital Structure](index=29&type=section&id=4.11%20Capital%20Structure) The Company's capital structure as of June 30, 2025, remained unchanged compared to December 31, 2024 - The Company's capital structure as of June 30, 2025, remained unchanged compared to December 31, 2024[83](index=83&type=chunk) [Pledge of Assets](index=29&type=section&id=4.12%20Pledge%20of%20Assets) As of June 30, 2025, the Group had pledged deposits of RMB 11.8 million for bills payable margins and industrial park project construction margins, and non-current bank borrowings of RMB 23.2 million were secured by the Group's land use rights - As of June 30, 2025, the Group had pledged deposits of **RMB 11.8 million** for bills payable margins and industrial park project construction margins[84](index=84&type=chunk) - The Group's non-current bank borrowings of **RMB 23.2 million** are secured by the Group's land use rights[84](index=84&type=chunk) [Contingent Liabilities](index=29&type=section&id=4.13%20Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[85](index=85&type=chunk) [Mandatory Conditional Cash Offer](index=29&type=section&id=4.14%20Mandatory%20Conditional%20Cash%20Offer) As of June 30, 2025, the offeror held 65.10% of Ningbo Liankangcai's equity through equity transfer agreements, resulting in the offeror, Shaanxi Maoye, and Ningbo Liankangcai collectively owning approximately 39.00% of the company's total issued shares, thus requiring the offeror to make a mandatory conditional general cash offer under Rule 26.1 of the Takeovers Code - As of June 30, 2025, the offeror entered into equity transfer agreements with the sellers, pursuant to which the offeror held **65.10%** of Ningbo Liankangcai's equity[86](index=86&type=chunk) - The offeror, Shaanxi Maoye, and Ningbo Liankangcai collectively owned **52,021,000 domestic shares**, representing approximately **39.00%** of the total issued shares as of the announcement date[86](index=86&type=chunk) - Pursuant to Rule 26.1 of the Takeovers Code, the offeror is required to make a mandatory conditional general cash offer for all issued domestic shares and H shares (other than those already owned or agreed to be acquired by the concert group) in cash under the Takeovers Code[87](index=87&type=chunk) [Events After the Reporting Period](index=30&type=section&id=4.15%20Events%20After%20the%20Reporting%20Period) Except for the Mandatory Conditional Cash Offer announcement and its subsequent developments, no other significant events occurred after the reporting period up to the announcement date that could affect the Group - Except for the MGO announcement and its subsequent developments, no other significant events occurred after the reporting period and up to the date of this announcement that could affect the Group[89](index=89&type=chunk) [Outlook and Plans](index=30&type=section&id=4.16%20Outlook%20and%20Plans) In H2 2025, the Group will continue its "high-quality development" strategy, focusing on talent, brand, and capital to build a multi-brand, multi-format, diversified, high-return, and high-growth model, planning to establish omni-channel marketing, deepen the "suit mega-item" strategy, expand into "light business" and "light outdoor" new products, and ensure the quality and progress of the 5G new quality productivity industrial park construction to enhance brand awareness and market competitiveness - In the second half of 2025, the Group will continue to focus on the theme of "high-quality development," centering on talent, brand, and capital, striving to build a multi-brand, multi-format, diversified, high-return, and high-growth development model[90](index=90&type=chunk) - The Group will continue to build a parallel online and offline development model, relying on product innovation to promote the joint development of offline stores and online platforms, and select some benchmark offline stores to pilot live-streaming models[90](index=90&type=chunk) - The Group will continue to deepen the implementation of its "suit mega-item" strategy, accelerate the expansion of new product series such as "light business" and "light outdoor," and build a system with prominent main products and a rich array of tiered products[90](index=90&type=chunk) - The Group will ensure the quality and quantity of the 5G new quality productivity industrial park construction, striving to build a modern digital intelligent industrial park integrating smart production, intelligent warehousing, new retail live-streaming bases, and brand incubation[91](index=91&type=chunk) [Other Information](index=31&type=section&id=Other%20Information) This section covers the company's corporate governance, audit committee review, securities transactions, compliance with codes, availability of the interim report, and board composition [Compliance with Corporate Governance Code](index=31&type=section&id=5.1%20Compliance%20with%20Corporate%20Governance%20Code) The company is committed to high corporate governance standards and complies with all code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules, with one deviation where the roles of Chairman and Chief Executive are combined by Mr. Luo Yefei, which the Board believes maximizes operational efficiency and is safeguarded by independent non-executive directors - The Company has complied with all code provisions of the Corporate Governance Code set out in Part 2 of Appendix C1 to the Listing Rules during the current period, except for the roles of Chairman and Chief Executive not being separated, with Mr. Luo Yefei, an executive director and Chairman of the Board, holding both positions[92](index=92&type=chunk) - The Board believes that the current structure facilitates the execution of the Group's business strategies and maximizes operational efficiency, and the presence of three independent non-executive directors provides independent perspectives, ensuring a balance of power[92](index=92&type=chunk)[93](index=93&type=chunk) [Audit Committee](index=32&type=section&id=5.2%20Audit%20Committee) The Audit Committee, comprising all three independent non-executive directors, has reviewed and agreed to the Group's unaudited condensed consolidated interim results and this announcement for the current period - The Audit Committee, comprising all three independent non-executive directors, has reviewed and agreed to the Group's unaudited condensed consolidated interim results and this announcement for the current period[94](index=94&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=32&type=section&id=5.3%20Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) During the period, neither the company nor its subsidiaries redeemed, purchased, or sold any H shares listed on the Stock Exchange, and the company held no treasury shares - During the current period, the Company did not redeem any of its H shares listed on the Stock Exchange, nor did the Company or any of its subsidiaries purchase or sell any such H shares[95](index=95&type=chunk) - As of June 30, 2025, and up to the date of this announcement, the Company held no treasury shares[95](index=95&type=chunk) [Compliance with Model Code](index=32&type=section&id=5.4%20Compliance%20with%20Model%20Code) The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules as its code of conduct for directors and supervisors dealing in company securities, with all directors and supervisors confirming compliance during the period - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules as its code of conduct for its directors and supervisors dealing in the Company's securities[96](index=96&type=chunk) - All directors and supervisors confirmed their compliance with the Model Code during the current period[96](index=96&type=chunk) [Interim Report Available for Inspection](index=33&type=section&id=5.5%20Interim%20Report%20Available%20for%20Inspection) The company's interim report for the current period will be published on the Stock Exchange and company websites and sent to shareholders upon request - The Company's interim report for the current period will be published on the websites of the Stock Exchange (https://www.hkexnews.hk/) and the Company (https://chinafirs.com/) respectively, and will be sent to shareholders (if requested) at the appropriate time[97](index=97&type=chunk) [Board of Directors](index=33&type=section&id=5.6%20Board%20of%20Directors) As of the announcement date, the Board of Directors includes executive directors Luo Yefei (Chairman), Cao Yang (Vice Chairman), Yan Jingfen, Zhou Yumei; non-executive directors Mao Weiyong, Wang Mingming; and independent non-executive directors Zhou Zhengning (Audit Committee Chairman), Wang Yashan, Wu Xuekai - The Board of Directors includes executive directors Mr. Luo Yefei (Chairman), Mr. Cao Yang (Vice Chairman), Ms. Yan Jingfen, and Ms. Zhou Yumei[99](index=99&type=chunk) - Non-executive directors include Mr. Mao Weiyong and Mr. Wang Mingming[99](index=99&type=chunk) - Independent non-executive directors include Mr. Zhou Zhengning (Chairman of the Audit Committee), Mr. Wang Yashan, and Mr. Wu Xuekai[99](index=99&type=chunk)

[Company Information](index=3&type=section&id=Company%20Information) This section provides an overview of the company's governance structure, including its board and committees, along with essential corporate details such as registration, listing, and key financial partners [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, supported by audit, remuneration, nomination, risk management, disclosure, and sustainability committees to ensure effective corporate governance - The Board members include executive directors such as **Yang Xianxiang (Chairman)** and **Xue Mingyuan (CEO)**, non-executive directors like **Yang Xin (Vice Chairman)**, and independent non-executive directors such as **Xie Shaoyi (Chief Independent Non-Executive Director)**[4](index=4&type=chunk) - Committees include the Audit Committee (Chairman: **Liao Jiaying**), Remuneration Committee (Chairman: **Xie Shaoyi**), Nomination Committee (Chairman: **Hu Mantian**), Risk Management Committee (Chairman: **Xie Shaoyi**), Disclosure Committee (Chairman: **Hu Mantian**), and Sustainability Committee (Chairman: **Yang Xin**)[4](index=4&type=chunk) [Company Basic Information](index=3&type=section&id=Company%20Basic%20Information) The company is registered in the Cayman Islands with its headquarters in Hong Kong, listed on The Stock Exchange of Hong Kong Limited under stock code 01308, and partners with major banks, with Ernst & Young as its auditor - The company's registered office is in the Cayman Islands, with its headquarters located in Shui On Centre, Wan Chai, Hong Kong[4](index=4&type=chunk) - Shares are listed on The Stock Exchange of Hong Kong Limited, with stock code **01308**[5](index=5&type=chunk) - Key banking partners include ANZ Bank, Bank of China, Citibank, Standard Chartered Bank, and others, with **Ernst & Young** as the auditor[5](index=5&type=chunk) [Financial and Operational Summary](index=5&type=section&id=Financial%20and%20Operational%20Summary) For the six months ended June 30, 2025, the company achieved significant growth in profit attributable to shareholders, number of operating container vessels, container shipping volume, and net cash flow from operating activities, reflecting robust financial and operational performance 2025 H1 Financial and Operational Summary | Metric | 2025 H1 (Thousand USD/Vessels/TEUs) | 2024 H1 (Thousand USD/Vessels/TEUs) | | :--- | :--- | :--- | | Profit attributable to shareholders | 629,995 | 350,674 | | Number of operating container vessels | 119 | 108 | | Container shipping and extended logistics business volume | 1,829,665 | 1,705,164 | | Net cash flow from operating activities | 708,981 | 394,317 | [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the company's business operations, financial performance, liquidity, and capital resources, along with other significant information for the reporting period [Overview and Business Review](index=6&type=section&id=Overview%20and%20Business%20Review) SITC International, a leading Asian shipping and logistics group, deepened its focus on the Asian market in H1 2025, offering container shipping and integrated logistics services, expanding its fleet, trade routes, and port coverage, leading to significant revenue growth driven by increased volume and average freight rates - The Group's business encompasses container shipping, freight forwarding, ship agency, container yard, warehousing services, land leasing, and other services, with a focus on the **Asian market**[11](index=11&type=chunk) - As of June 30, 2025, the Group operated **82 trade routes**, covering **82 major ports** including mainland China, Japan, South Korea, Taiwan, Hong Kong, Vietnam, and Thailand[12](index=12&type=chunk) - The fleet consists of **119 vessels** with a total capacity of **185,787 TEUs**, of which **101 are self-owned vessels**, with an average age of **9.4 years**[12](index=12&type=chunk) 2025 H1 Business Growth | Metric | 2025 H1 | 2024 H1 | Y-o-Y Growth | | :--- | :--- | :--- | :--- | | Revenue (Million USD) | 1,664.5 | 1,300.5 | 28.0% | | Container Volume (TEUs) | 1,829,665 | 1,705,164 | 7.3% | | Average Freight Rate (excluding slot exchange fees) (USD/TEU) | 776.4 | 632.4 | 22.8% | [Financial Review](index=8&type=section&id=Financial%20Review) In H1 2025, the company achieved substantial growth in both revenue and gross profit, primarily driven by increased shipping volume and average freight rates; despite rising cost of sales, administrative expenses, and finance costs, profit for the period significantly increased, demonstrating strong profitability 2025 H1 Key Financial Data | Metric | 2025 H1 (Thousand USD) | 2024 H1 (Thousand USD) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 1,664,489 | 1,300,521 | 28.0% increase | | Cost of sales | (995,058) | (897,906) | 10.8% increase | | Gross profit | 669,431 | 402,615 | 66.3% increase | | Gross profit margin | 40.2% | 31.0% | 9.2 percentage points increase | | Other income and gains, net | 37,822 | 20,228 | 87.0% increase | | Administrative expenses | (67,809) | (63,824) | 6.2% increase | | Finance costs | (8,466) | (7,345) | 15.3% increase | | Share of profit of joint ventures | 13,348 | 10,491 | 27.2% increase | | Profit before tax | 643,607 | 362,378 | 77.6% increase | | Profit for the period | 633,448 | 352,846 | 79.5% increase | - The increase in other income and gains, net, was primarily due to higher gains from the disposal of container vessels, recording approximately **13.8 million USD** in H1 2025 compared to approximately **3.4 million USD** in the same period of 2024[18](index=18&type=chunk) - The rise in administrative expenses was mainly attributable to an overall increase in **staff costs**[20](index=20&type=chunk) - The increase in finance costs was primarily due to higher interest on **lease liabilities**[22](index=22&type=chunk) [Liquidity, Financial and Capital Resources](index=12&type=section&id=Liquidity%2C%20Financial%20and%20Capital%20Resources) As of June 30, 2025, the company's total assets and cash and cash equivalents increased, while total liabilities slightly decreased, maintaining healthy current and gearing ratios, indicating robust liquidity and financial structure 2025 H1 Liquidity and Financial Position | Metric | June 30, 2025 (Million USD) | December 31, 2024 (Million USD) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total assets | 3,339.9 | 3,198.1 | 4.4% increase | | Total liabilities | 753.2 | 776.6 | 3.0% decrease | | Cash and cash equivalents | 799.0 | 744.5 | 7.3% increase | | Current ratio | 2.3 | 1.9 | 0.4 points increase | | Gearing ratio | 0% | 0.9% | 0.9 percentage points decrease | - The company holds approximately **58.6 million USD** in secured interest-bearing bank borrowings with diversified repayment schedules[28](index=28&type=chunk) - The company manages foreign exchange risk by closely monitoring foreign currency exchange rate fluctuations, with **no foreign currency hedging instruments** utilized during the period[28](index=28&type=chunk) [Other Significant Information](index=12&type=section&id=Other%20Significant%20Information) In H1 2025, the company had no significant contingent liabilities, with bank borrowings secured by vessels and land; employee numbers and costs increased, and a new share scheme was adopted for incentives, with future plans to continue investing in vessels, containers, and logistics projects - As of June 30, 2025, the Group had **no significant contingent liabilities**[30](index=30&type=chunk) - Bank borrowings are secured by vessels with a net book value of approximately **120.3 million USD** and land mortgages of **10.4 million USD**[31](index=31&type=chunk) Employee and Remuneration Information | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of full-time employees (excluding crew) | 2,252 | 2,132 | | Employee costs (including directors' emoluments) (Million USD) | 103.1 | 97.4 | - In H1 2025, **2 new container vessels** were delivered, and options were exercised to construct **2 additional container vessels** for a total consideration of **58.0 million USD**[33](index=33&type=chunk) - The company plans to continue purchasing container vessels and containers, and investing in logistics projects, with internal financial resources and bank borrowings expected to be sufficient to meet funding requirements[34](index=34&type=chunk) [Other Information](index=15&type=section&id=Other%20Information) This section details the interim dividend declaration, various share schemes for employee incentives, directors' and major shareholders' interests, corporate governance practices, and information on share repurchases and public float [Interim Dividend](index=15&type=section&id=Interim%20Dividend) The Board has resolved to declare an interim dividend for the six months ended June 30, 2025, representing a significant increase compared to the same period last year Interim Dividend Declaration | Period | Dividend per share (HKD) | Dividend per share (USD equivalent) | | :--- | :--- | :--- | | 2025 H1 | 1.30 | 0.17 | | 2024 H1 | 0.72 | 0.09 | - The dividend is expected to be paid on or before **September 16, 2025**[36](index=36&type=chunk) [Share Schemes](index=15&type=section&id=Share%20Schemes) The company maintains share incentive schemes to attract and retain talent and foster business development, with the expired Post-IPO Share Option Scheme, the superseded Share Award Scheme, and the newly adopted Share Scheme forming its equity incentive framework [Post-IPO Share Option Scheme](index=15&type=section&id=Post-IPO%20Share%20Option%20Scheme) This scheme aimed to reward contributors to the Group, with a maximum issuance of 10% of issued share capital; it expired on September 9, 2020, and as of June 30, 2025, no outstanding share options remained unexercised - The scheme was adopted on **September 10, 2010**, with a maximum of **260,000,000 shares** issuable, representing **10%** of the then-issued share capital[38](index=38&type=chunk) - The exercise price of share options is the highest of the closing price on the grant date, the average closing price for the five business days immediately preceding the grant date, and the nominal value of the shares[39](index=39&type=chunk) - The scheme expired on **September 9, 2020**, and as of June 30, 2025, the company had **no outstanding share options** under this scheme[40](index=40&type=chunk)[42](index=42&type=chunk) [Share Award Scheme](index=18&type=section&id=Share%20Award%20Scheme) This scheme aimed to recognize, incentivize, and retain eligible participants while attracting talent to the Group; the trustee could not hold more than 5% of the total issued shares, and although superseded by a new scheme on April 26, 2024, some awards remain unvested - The Share Award Scheme was adopted on **September 13, 2017**, to recognize, incentivize, and retain employees and non-executive directors, and to attract suitable talent[43](index=43&type=chunk)[44](index=44&type=chunk) - At any time, the trustee under the Share Award Scheme could not hold more than **5%** of the total issued shares[43](index=43&type=chunk) - The Share Award Scheme was superseded by the New Share Scheme on **April 26, 2024**[45](index=45&type=chunk) Unvested Awards under Share Award Scheme as of June 30, 2025 | Grantees and Positions | Number of unvested awards as of January 1, 2025 | Number of awards vested during the period | Number of unvested awards as of June 30, 2025 | | :--- | :--- | :--- | :--- | | Directors | 6,360,971 | 2,135,000 | 4,225,971 | | Other employees | 27,617,812 | 10,639,526 | 16,730,158 | | **Total** | **33,978,783** | **12,774,526** | **20,956,129** | [New Share Scheme](index=21&type=section&id=Share%20Scheme%20(New)) The New Share Scheme, adopted on April 26, 2024, aims to provide incentives for the Group's business development and success, featuring share limits, individual quotas, and specified exercise and vesting periods for share options - The New Share Scheme was adopted on **April 26, 2024**, to provide incentives to eligible participants and promote the Group's business development[48](index=48&type=chunk)[49](index=49&type=chunk) - The total number of shares authorized under the scheme shall not exceed **10%** of the issued shares on the adoption date, amounting to **268,265,336 shares**[51](index=51&type=chunk) - Awards granted to independent non-executive directors or substantial shareholders shall not exceed **0.1%** of the issued shares within a 12-month period; awards to other directors or chief executives shall also not exceed **0.1%** of the issued shares within 12 months[52](index=52&type=chunk) - The exercise price of share options shall not be less than the highest of the closing price on the offer date, the average closing price for the five business days immediately preceding the offer date, and the nominal value of the shares[59](index=59&type=chunk) Unvested Share Awards under New Share Scheme as of June 30, 2025 | Grantees and Positions | Number of unvested share awards as of January 1, 2025 | Number of share awards granted during the period | Number of unvested share awards as of June 30, 2025 | | :--- | :--- | :--- | :--- | | Directors | 2,220,000 | 3,715,000 | 5,935,000 | | Other employees and connected entity participants | 5,362,548 | 10,285,000 | 15,580,320 | | **Total** | **7,582,548** | **14,000,000** | **21,515,320** | - In H1 2025, a total of **14,000,000 share awards** were granted to selected participants under the share scheme, with **12,729,108** to be settled by new shares[65](index=65&type=chunk) [Directors' and Major Shareholders' Interests](index=29&type=section&id=Directors'%20and%20Major%20Shareholders'%20Interests) The report discloses the long positions of directors and major shareholders in the company's shares and related shares as of June 30, 2025, including beneficial owners, controlled corporate interests, and trust beneficiaries, with Ms. Yang Xin holding the largest proportion through her capacity as a trust beneficiary Directors' Interests in Shares (June 30, 2025) | Director's Name | Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Yang Xianxiang | Interest in controlled corporation/Beneficial owner | 243,531,246 | 9.02% | | Liu Kecheng | Interest in controlled corporation/Beneficial owner | 44,842,356 | 1.66% | | Lai Zhiyong | Beneficiary of Go Thrive Trust/Beneficial owner | 3,457,205 | 0.13% | | Xue Mingyuan | Beneficiary of Go Thrive Trust/Beneficial owner | 4,714,618 | 0.17% | | Yang Xin | Beneficiary of trust | 1,097,794,544 | 40.66% | | Xie Shaoyi | Beneficial owner | 14,000 | 0.00% | | Liao Jiaying | Beneficial owner | 5,000 | 0.00% | | Hu Mantian | Beneficial owner | 7,000 | 0.00% | Directors' Interests in Related Shares (June 30, 2025) | Director's Name | Nature of Interest | Number of shares to be vested under Share Award Scheme | Approximate percentage of shareholding involved in shares to be vested under Share Award Scheme | | :--- | :--- | :--- | :--- | | Yang Xianxiang | Beneficiary of trust | 4,233,317 | 0.16% | | Liu Kecheng | Beneficiary of trust | 1,590,450 | 0.06% | | Xue Mingyuan | Beneficiary of trust | 2,965,994 | 0.11% | | Lai Zhiyong | Beneficiary of trust | 1,146,210 | 0.04% | | Yang Xin | Beneficiary of trust | 155,000 | 0.01% | | Xie Shaoyi | Beneficiary of trust | 28,000 | 0.00% | | Liao Jiaying | Beneficiary of trust | 21,000 | 0.00% | | Hu Mantian | Beneficiary of trust | 21,000 | 0.00% | Major Shareholders' Interests (June 30, 2025) | Name | Capacity | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Yang Shaopeng | Settlor of discretionary trust | 1,097,794,544 | 40.66% | | TMF (Cayman) Ltd. | Trustee | 1,097,794,544 | 40.66% | | Better Master Limited | Interest in controlled corporation | 1,097,794,544 | 40.66% | | Resourceful Link Management Limited | Beneficial owner | 1,097,794,544 | 40.66% | | Liu Rongli | Spouse's interest | 1,097,794,544 | 40.66% | | Jixiang Limited | Beneficial owner | 233,814,950 | 8.66% | [Corporate Governance](index=32&type=section&id=Corporate%20Governance) The company is committed to maintaining stringent corporate governance practices, confirming compliance with the Corporate Governance Code in Appendix C1 of the Listing Rules for H1 2025, with the Audit Committee having reviewed interim results and financial reporting procedures - For the six months ended June 30, 2025, the Board believes the company has complied with the code provisions of the Corporate Governance Code set out in **Appendix C1 of the Listing Rules**[73](index=73&type=chunk) - Directors have confirmed compliance with the **Model Code for Securities Transactions by Directors of Listed Issuers** as set out in Appendix C3 of the Listing Rules[74](index=74&type=chunk) - The Audit Committee has reviewed the Group's adopted accounting principles and practices, and discussed internal controls and financial reporting matters, including this interim report[77](index=77&type=chunk) [Share Repurchases and Public Float](index=33&type=section&id=Share%20Repurchases%20and%20Public%20Float) The company did not purchase, redeem, or sell any listed securities in H1 2025 and consistently maintained the public float as required by the Listing Rules - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's **listed securities**[75](index=75&type=chunk) - The company has consistently maintained the **public float** as required by the Listing Rules throughout the six months ended June 30, 2025[76](index=76&type=chunk) [Interim Condensed Consolidated Financial Information](index=34&type=section&id=Interim%20Condensed%20Consolidated%20Financial%20Information) This section presents the company's interim condensed consolidated financial statements, including the statement of profit or loss, financial position, changes in equity, and cash flows, along with detailed explanatory notes [Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=34&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the company achieved substantial growth in both revenue and profit for the period, with other comprehensive income shifting from a loss to a gain, significantly boosting total comprehensive income, and both basic and diluted earnings per share showing marked improvement Summary of Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 H1 (Thousand USD) | 2024 H1 (Thousand USD) | | :--- | :--- | :--- | | Revenue | 1,664,489 | 1,300,521 | | Gross profit | 669,431 | 402,615 | | Profit before tax | 643,607 | 362,378 | | Profit for the period | 633,448 | 352,846 | | Other comprehensive income/(loss) for the period | 13,990 | (3,519) | | Total comprehensive income for the period | 647,438 | 349,327 | | Basic earnings per share attributable to shareholders of the company (USD) | 0.24 | 0.13 | | Diluted earnings per share attributable to shareholders of the company (USD) | 0.23 | 0.13 | [Interim Condensed Consolidated Statement of Financial Position](index=37&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company's total assets and total equity both increased, with a significant rise in net current assets, demonstrating a robust asset base and healthy financial structure Summary of Interim Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (Thousand USD) | December 31, 2024 (Thousand USD) | | :--- | :--- | :--- | | Total non-current assets | 2,221,864 | 2,174,554 | | Total current assets | 1,118,002 | 1,023,519 | | Total current liabilities | 485,105 | 544,756 | | Net current assets | 632,897 | 478,763 | | Total non-current liabilities | 268,133 | 231,813 | | Net assets (Total equity) | 2,586,628 | 2,421,504 | [Interim Condensed Consolidated Statement of Changes in Equity](index=40&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, total equity increased due to profit for the period, other comprehensive income, and share issuance, while decreasing from dividend payments and share repurchases, resulting in a net equity growth Summary of Interim Condensed Consolidated Statement of Changes in Equity | Equity Item | January 1, 2025 (Thousand USD) | Changes during the period (Thousand USD) | June 30, 2025 (Thousand USD) | | :--- | :--- | :--- | :--- | | Issued share capital | 34,641 | 165 | 34,806 | | Share premium account | 411,350 | 34,134 | 445,484 | | Shares held under share award scheme account | (100,774) | 3,838 | (96,936) | | Share-based payment reserve | 73,251 | (32,819) | 40,432 | | Retained profits | 2,007,714 | 142,680 | 2,150,394 | | **Total equity attributable to shareholders of the company** | **2,404,236** | **160,304** | **2,564,540** | | Non-controlling interests | 17,268 | 4,820 | 22,088 | | **Total equity** | **2,421,504** | **165,124** | **2,586,628** | - Profit for the period was **629,995 thousand USD**, and other comprehensive income was **12,774 thousand USD**[87](index=87&type=chunk) - Final dividend of **487,315 thousand USD** for 2024 was paid[87](index=87&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=42&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, the company experienced a significant increase in net cash flow from operating activities, a shift from net outflow to net inflow in investing activities, but an increased net outflow from financing activities, ultimately leading to a net increase in cash and cash equivalents Summary of Interim Condensed Consolidated Statement of Cash Flows | Cash Flow Activity | 2025 H1 (Thousand USD) | 2024 H1 (Thousand USD) | | :--- | :--- | :--- | | Net cash flow from operating activities | 708,981 | 394,317 | | Net cash flow from/(used in) investing activities | 7,311 | (138,351) | | Net cash flow used in financing activities | (624,154) | (199,358) | | Net increase in cash and cash equivalents | 92,138 | 56,608 | | Cash and cash equivalents at end of period | 230,236 | 176,458 | - The positive shift in net cash flow from investing activities was primarily due to increased proceeds from the disposal of property, plant and equipment, and withdrawal of time deposits[90](index=90&type=chunk) - The increased net cash outflow from financing activities was mainly attributable to a significant increase in **dividends paid**[92](index=92&type=chunk) [Notes to the Financial Information](index=44&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Information) This section provides detailed notes to the interim condensed consolidated financial information, covering company basic information, accounting policies, operating segments, revenue, expenses, dividends, earnings per share, asset and liability items, capital commitments, related party transactions, and fair value of financial instruments, offering deeper explanations and supplementary information for the financial statements [Company Information and Accounting Policies](index=44&type=section&id=1.1%20Company%20Information) The company is registered in the Cayman Islands, primarily engaged in integrated shipping and logistics services; this interim financial information is prepared in accordance with HKAS 34, with the first-time adoption of revised HKFRSs having no significant impact on the financial data - The company is a limited liability company registered in the Cayman Islands, primarily engaged in providing **integrated shipping and logistics services**[93](index=93&type=chunk) - This interim condensed consolidated financial information is prepared in accordance with **Hong Kong Accounting Standard 34** issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of Appendix D2 of the Listing Rules[94](index=94&type=chunk) - The amendments to **HKAS 21 'Lack of Exchangeability'**, adopted for the first time in this period, had **no impact** on the interim condensed consolidated financial information[95](index=95&type=chunk)[96](index=96&type=chunk) [Operating Segments and Revenue Analysis](index=46&type=section&id=2.%20Operating%20Segment%20Information) The company operates a single segment: integrated shipping and logistics services, with revenue detailed by service type (container shipping and extended logistics, other container logistics) and geographical market (Greater China, Southeast Asia, Japan, etc.), primarily recognized when services are rendered - The Group has only one single operating segment, which is the provision of container shipping, freight forwarding, ship agency, container yard, warehousing services, land leasing, and other services[97](index=97&type=chunk) Revenue Breakdown (2025 H1) | Service Type | Amount (Thousand USD) | Geographical Market | Amount (Thousand USD) | | :--- | :--- | :--- | :--- | | Container shipping and extended logistics revenue | 1,512,689 | Greater China | 820,391 | | Other container logistics revenue | 150,696 | Southeast Asia | 452,476 | | Other rental income | 1,104 | Japan | 287,233 | | **Total** | **1,664,489** | Others | 103,285 | | | | **Total** | **1,664,489** | - Container shipping and extended logistics revenue is recognized over time as services are provided, while other container logistics revenue is recognized at a point in time when services are provided[101](index=101&type=chunk)[102](index=102&type=chunk) [Other Income and Expense Analysis](index=49&type=section&id=4.%20Other%20Income%20and%20Gains%2F(Losses)%20Net) This section details the composition of other income and gains/losses, net, including bank interest income, government grants, and gains from property, plant, and equipment disposal; finance costs primarily comprise bank borrowings interest and lease liabilities interest; profit before tax considers factors like bunker fuel costs, depreciation, and impairment losses, while income tax expense is calculated based on tax rates in different countries/regions Other Income and Gains/(Losses) Net (2025 H1) | Item | Amount (Thousand USD) | | :--- | :--- | | Bank interest income | 19,782 | | Government grants | 772 | | Net gain on disposal of property, plant and equipment | 13,874 | | Net exchange differences | 3,980 | | **Total** | **37,822** | Finance Costs (2025 H1) | Item | Amount (Thousand USD) | | :--- | :--- | | Interest on bank borrowings | 3,288 | | Interest on lease liabilities | 5,097 | | **Total** | **8,466** | Items Deducted From/(Credited To) Profit Before Tax (2025 H1) | Item | Amount (Thousand USD) | | :--- | :--- | | Bunker fuel consumed | 150,190 | | Depreciation of property, plant and equipment | 2,276 | | Depreciation of right-of-use assets | 1,472 | | Net impairment loss on trade receivables | 516 | Income Tax Expense (2025 H1) | Region | Amount (Thousand USD) | | :--- | :--- | | Mainland China | 3,206 | | Hong Kong | 254 | | Other countries/regions | 6,699 | | **Total** | **10,159** | [Dividends and Earnings Per Share](index=53&type=section&id=8.%20Interim%20Dividend) The Board has declared an interim dividend of HKD 1.30 per share; basic and diluted earnings per share are calculated based on profit attributable to shareholders and the weighted average number of ordinary shares outstanding, considering the dilutive effect of share options and share award schemes - The Board declared an interim dividend of **HKD 1.30 per share** (equivalent to **0.17 USD**), totaling **447,118 thousand USD**[110](index=110&type=chunk) - Basic earnings per share are calculated based on the profit attributable to shareholders of the company for the period and the weighted average number of ordinary shares outstanding during the period, less shares held under the share award scheme[111](index=111&type=chunk) Earnings Per Share Calculation Data (2025 H1) | Metric | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Profit attributable to shareholders of the company used in calculating basic and diluted EPS (Thousand USD) | 629,995 | 350,674 | | Weighted average number of ordinary shares used in calculating basic EPS | 2,653,048,042 | 2,645,698,301 | | Dilutive effect - weighted average of share options | 28,417 | 448,884 | | Dilutive effect - weighted average of shares held under share award scheme | 38,112,092 | 37,011,444 | | Weighted average number of ordinary shares used in calculating diluted EPS | 2,691,188,551 | 2,683,158,629 | [Notes on Assets and Liabilities](index=55&type=section&id=10.%20Property%2C%20Plant%20and%20Equipment) This section details the acquisition and disposal of property, plant, and equipment, provides an aging analysis and impairment provisions for trade receivables, and outlines the aging and credit terms for trade payables, while also disclosing the composition of financial assets at fair value through profit or loss and contract liabilities Changes in Property, Plant and Equipment (2025 H1) | Item | 2025 H1 (Thousand USD) | 2024 H1 (Thousand USD) | | :--- | :--- | :--- | | Acquisition at cost | 79,815 | 115,495 | | Disposal at carrying amount | 15,989 | 2,520 | Aging Analysis of Trade Receivables (June 30, 2025) | Aging | Amount (Thousand USD) | | :--- | :--- | | Within 1 month | 134,718 | | 1 to 2 months | 20,095 | | 2 to 3 months | 7,797 | | Over 3 months | 7,780 | | **Total** | **170,390** | - The provision for impairment loss on trade receivables was **945 thousand USD** as of June 30, 2025, an increase from **518 thousand USD** as of December 31, 2024[118](index=118&type=chunk) - Financial assets at fair value through profit or loss, representing unlisted investments, were **zero** as of June 30, 2025, compared to **690 thousand USD** as of December 31, 2024[121](index=121&type=chunk) Aging Analysis of Trade Payables (June 30, 2025) | Aging | Amount (Thousand USD) | | :--- | :--- | | Within 1 month | 225,806 | | 1 to 2 months | 20,963 | | 2 to 3 months | 9,602 | | Over 3 months | 25,258 | | **Total** | **281,629** | - Other payables and accrued expenses include **21,934 thousand USD** in contract liabilities, representing advances received from customers for container shipping services[123](index=123&type=chunk) Changes in Issued Share Capital (2025 H1) | Reason for Change | Number of Shares | Thousand USD Equivalent | | :--- | :--- | :--- | | As of January 1, 2025 | 2,687,119,908 | 34,641 | | New shares issued upon exercise of share options | 139,000 | 2 | | Shares issued under share scheme | 12,729,108 | 163 | | **As of June 30, 2025** | **2,699,988,016** | **34,806** | [Capital Commitments and Related Party Transactions](index=61&type=section&id=16.%20Capital%20Commitments) As of June 30, 2025, the company had approximately 267 million USD in capital commitments for vessel acquisitions and 4.18 million USD for smart container yard construction; this section also details various related party transactions with companies controlled by the controlling shareholder and joint ventures, along with the composition of key management personnel's remuneration Capital Commitments (June 30, 2025) | Item | Amount (Thousand USD) | | :--- | :--- | | Acquisition of vessels | 266,616 | | Construction of smart container yard | 4,183 | | **Total** | **270,799** | Related Party Transactions (2025 H1) | Transaction Type | Companies controlled by controlling shareholder (Thousand USD) | Joint ventures (Thousand USD) | | :--- | :--- | :--- | | Container shipping services income | 12,804 | 61,021 | | Ocean freight forwarding services income | - | 202,446 | | Container vessel charter hire expenses | 4,404 | - | | Freight forwarding services expenses | - | 11,794 | | Land and building rental income | - | 1,350 | Key Management Personnel Remuneration (2025 H1) | Remuneration Type | Amount (Thousand USD) | | :--- | :--- | | Short-term employee benefits | 1,171 | | Post-employment benefits | 18 | | Share-based payment expenses | 3,040 | | **Total** | **4,229** | [Fair Value of Financial Instruments](index=63&type=section&id=18.%20Fair%20Value%20and%20Fair%20Value%20Hierarchy%20of%20Financial%20Instruments) This section explains the valuation methods for financial instruments' fair value, primarily using present value techniques, and presents the fair value measurement of derivative financial instruments by fair value hierarchy (Level 2: significant observable inputs), with no transfers between Level 1 and Level 2, or into or out of Level 3 during the period - The fair value of financial instruments is accounted for at the amount for which an instrument could be exchanged in a current transaction between willing parties, estimated using **present value techniques**[131](index=131&type=chunk)[132](index=132&type=chunk) - Derivative financial instruments, including forward currency contracts and interest rate swaps, are measured using valuation techniques similar to forward pricing and swap models, applying **present value techniques**[132](index=132&type=chunk) Assets Measured at Fair Value (June 30, 2025) | Item | Level 2 (Thousand USD) | Total (Thousand USD) | | :--- | :--- | :--- | | Derivative financial instruments | 53,697 | 53,697 | - During the period, there were **no transfers** between Level 1 and Level 2, nor any transfers into or out of Level 3 for fair value measurements of financial assets and financial liabilities[135](index=135&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因依 賴該等內容而引致的任何損失承擔任何責任。 SUPER HI INTERNATIONAL HOLDING LTD. 特海国际控股有限公司 （於開曼群島註冊成立的有限公司） （香港交易所股份代號：9658；納斯達克股票代碼：HDL） 截至2025年6月30日止六個月 的中期業績公告 特海国际控股有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此公佈本公司 及其附屬公司（統稱「本集團」）截至2025年6月30日止六個月（「報告期」）的未經審 核綜合業績，連同2024年同期的比較數字。中期業績已經本公司審計委員會（「審 計委員會」）審閱。 本公告所載若干金額及百分比數字已作四捨五入調整或已四捨五入取至小數點後 一位或兩位數。任何表格、圖表或其他地方所示總額與所列數額總和的任何差異 乃因四捨五入所致。 主要財務摘要 | 截至6月30日止六個月 | 2025年 | 2024年 | | | | | | | --- | --- | --- | --- ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 KE Holdings Inc. 貝殼控股有限公司 （於開曼群島註冊成立以不同投票權控制的有限責任公司） （股份代號：2423） 內幕消息 貝殼控股有限公司公佈2025年第二季度 未經審計財務業績及擴大及延長股份回購計劃 本公告乃根據《香港聯合交易所有限公司證券上市規則》第13.09條及《證券及期貨 條例》（第571章）第XIVA部而刊發。 中國北京，2025年8月26日－領先的線上線下一體化的房產交易和服務平台貝 殼控股有限公司（「貝殼」或「本公司」）（紐交所代碼：BEKE；香港聯交所代號： 2423）今日公佈其截至2025年6月30日止第二季度未經審計財務業績，有關業績乃 根據不同於國際財務報告準則的美國公認會計準則（「公認會計準則」）編製，並公 佈擴大及延長股份回購計劃。 本公司股東及潛在投資者於買賣本公司證券時務請審慎行事。 2025年第二季度業務及財務摘要 • 總交易額1為人民幣8,787億元 ...

[Interim Condensed Consolidated Income Statement](index=1&type=section&id=Interim%20Condensed%20Consolidated%20Income%20Statement) This statement presents the Group's financial performance for the six months ended June 30, 2025, showing a significant increase in profit for the period Interim Condensed Consolidated Income Statement for the Six Months Ended June 30 | Indicator | 2025 (RMB'000) | 2024 (RMB'000) | Change (RMB'000) | YoY Growth/Decline | | :--- | :--- | :--- | :--- | :--- | | Revenue | 5,596,064 | 5,360,093 | 235,971 | 4.40% | | Cost of Sales | (4,461,306) | (4,370,634) | (90,672) | 2.07% | | Gross Profit | 1,134,758 | 989,459 | 145,299 | 14.68% | | Other Income | 58,510 | 63,775 | (5,265) | -8.26% | | Other Gains and Losses | 108,665 | 42,877 | 65,788 | 153.44% | | Selling and Distribution Expenses | (239,975) | (226,948) | (13,027) | 5.74% | | Administrative Expenses | (125,143) | (125,540) | 397 | -0.32% | | Impairment Loss on Financial Assets, Net | (9,899) | 22,454 | (32,353) | -144.08% | | Research and Development Expenses | (240,273) | (221,722) | (18,551) | 8.37% | | Other Expenses | (2,756) | (733) | (2,023) | 276.00% | | Finance Income | 53,167 | 66,780 | (13,613) | -20.39% | | Finance Costs | (1,391) | (19,349) | 17,958 | -92.81% | | Profit Before Tax | 735,663 | 591,053 | 144,610 | 24.47% | | Income Tax Expense | (103,828) | (132,545) | 28,717 | -21.67% | | Profit for the Period | 631,835 | 458,508 | 173,327 | 37.80% | | Profit for the Period Attributable to Owners of the Parent | 631,728 | 458,353 | 173,375 | 37.83% | | Basic and Diluted EPS (RMB) | 0.15 | 0.11 | 0.04 | 36.36% | [Interim Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) This statement details the Group's total comprehensive income for the six months ended June 30, 2025, including profit and other comprehensive income components Interim Condensed Consolidated Statement of Comprehensive Income for the Six Months Ended June 30 | Indicator | 2025 (RMB'000) | 2024 (RMB'000) | Change (RMB'000) | YoY Growth/Decline | | :--- | :--- | :--- | :--- | :--- | | Profit for the Period | 631,835 | 458,508 | 173,327 | 37.80% | | Other Comprehensive Income (Exchange Differences) | (6,353) | 2,713 | (9,066) | -334.10% | | Total Comprehensive Income for the Period | 625,482 | 461,221 | 164,261 | 35.61% | | Total Comprehensive Income for the Period Attributable to Owners of the Parent | 625,375 | 461,066 | 164,309 | 35.64% | [Interim Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This statement provides a snapshot of the Group's assets, liabilities, and equity as of June 30, 2025, highlighting changes from the prior year-end Interim Condensed Consolidated Statement of Financial Position as of June 30 | Indicator | June 30, 2025 (RMB'000) | Dec 31, 2024 (RMB'000) | Change (RMB'000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Non-current Assets** | | | | | | Property, Plant and Equipment | 1,662,760 | 1,760,226 | (97,466) | -5.54% | | Long-term Receivables | 373,578 | 191,772 | 181,806 | 94.80% | | Financial Assets at FVTPL | 676,005 | 594,138 | 81,867 | 13.78% | | Fixed Deposits | 500,755 | – | 500,755 | N/A | | Total Non-current Assets | 3,683,115 | 3,011,628 | 671,487 | 22.30% | | **Current Assets** | | | | | | Inventories | 2,264,751 | 2,287,310 | (22,559) | -0.99% | | Trade Receivables | 2,601,896 | 2,377,319 | 224,577 | 9.45% | | Financial Assets at FVTPL | 1,766,067 | 3,659,338 | (1,893,271) | -51.73% | | Cash and Cash Equivalents | 3,954,377 | 1,218,049 | 2,736,328 | 224.65% | | Total Current Assets | 12,833,296 | 12,463,367 | 369,929 | 2.97% | | **Current Liabilities** | | | | | | Trade and Bills Payables | 4,034,753 | 3,744,900 | 289,853 | 7.74% | | Dividends Payable to Shareholders | 507,421 | – | 507,421 | N/A | | Total Current Liabilities | 5,613,552 | 4,712,868 | 900,684 | 19.11% | | Net Current Assets | 7,219,744 | 7,750,499 | (530,755) | -6.85% | | Total Assets Less Current Liabilities | 10,902,859 | 10,762,127 | 140,732 | 1.31% | | **Non-current Liabilities** | | | | | | Deferred Tax Liabilities | 44,749 | 14,404 | 30,345 | 210.67% | | Total Non-current Liabilities | 86,798 | 58,034 | 28,764 | 49.56% | | Net Assets | 10,816,061 | 10,704,093 | 111,968 | 1.05% | | **Equity** | | | | | | Equity Attributable to Owners of the Parent | 10,813,201 | 10,701,340 | 111,861 | 1.05% | | Total Equity | 10,816,061 | 10,704,093 | 111,968 | 1.05% | [Notes to the Interim Condensed Consolidated Financial Information](index=6&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Information) These notes provide detailed explanations and disclosures supporting the interim condensed consolidated financial statements [1. Company Information](index=6&type=section&id=1.%20Company%20Information) The Group's primary business involves manufacturing and distributing construction machinery, with financing lease services, and is ultimately controlled by Ms. Ni Yinying - The Group's principal activities are manufacturing and distributing wheel loaders, forklifts, excavators, road rollers, and other construction machinery, along with providing finance lease services[9](index=9&type=chunk) - The ultimate controlling party of the Company is Ms. Ni Yinying, a non-executive director[9](index=9&type=chunk) [2. Basis of Preparation and Changes in the Group’s Accounting Policies](index=6&type=section&id=2.%20Basis%20of%20Preparation%20and%20Changes%20in%20the%20Group%E2%80%99s%20Accounting%20Policies) The interim condensed consolidated financial information is prepared under HKAS 34, with no significant impact from newly adopted HKFRS amendments - The interim condensed consolidated financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA[10](index=10&type=chunk) - The accounting policies adopted are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended December 31, 2024, except for the initial adoption of revised HKFRS accounting standards for the current period's financial information[11](index=11&type=chunk) - The adoption of the revised HKFRS has no significant impact on the preparation and presentation of the results and financial position for the current and prior periods[13](index=13&type=chunk) [3. Revenue from Contracts with Customers](index=7&type=section&id=3.%20Revenue%20from%20Contracts%20with%20Customers) Revenue is primarily from sales of construction machinery, recognized at a point in time, with approximately 18% of sales denominated in non-functional currencies - The Group's revenue from contracts with customers primarily consists of sales of wheel loaders, forklifts, excavators, road rollers, and other construction machinery[14](index=14&type=chunk) - Revenue is recognized when control of the goods is transferred at a point in time[15](index=15&type=chunk) - Approximately **18%** (2024: 12%) of the Group's sales are denominated in currencies other than the functional currency of the operating unit making the sale[15](index=15&type=chunk) [4. Operating Segment Information](index=7&type=section&id=4.%20Operating%20Segment%20Information) The Group operates in engineering machinery sales, finance leasing, and financial investments, with engineering machinery sales as the main revenue driver Operating Segment Revenue and Results (for the Six Months Ended June 30) | Segment | 2025 Revenue (RMB'000) | 2025 Results (RMB'000) | 2024 Revenue (RMB'000) | 2024 Results (RMB'000) | | :--- | :--- | :--- | :--- | :--- | | Sales of Construction Machinery | 5,596,064 | 582,869 | 5,360,093 | 511,766 | | Finance Lease | – | (17) | – | – | | Financial Investment | – | 102,817 | – | 50,561 | | Total | 5,596,064 | 685,669 | 5,360,093 | 562,327 | Revenue from External Customers (by Geographical Region) | Region | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | YoY Change | | :--- | :--- | :--- | :--- | | Mainland China | 3,962,590 | 3,892,804 | 1.79% | | Outside Mainland China | 1,633,474 | 1,467,289 | 11.32% | | Total Revenue | 5,596,064 | 5,360,093 | 4.40% | Analysis of Construction Machinery Sales by Product (for the Six Months Ended June 30) | Product | 2025 Sales (RMB'000) | 2025 Share (%) | 2024 Sales (RMB'000) | 2024 Share (%) | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Wheel Loaders | 2,300,997 | 41.2 | 2,160,912 | 40.4 | 6.48% | | Forklifts | 1,880,612 | 33.6 | 2,058,326 | 38.4 | -8.53% | | Excavators | 807,919 | 14.4 | 506,277 | 9.4 | 59.58% | | Parts | 578,355 | 10.3 | 615,986 | 11.5 | -6.19% | | Road Rollers | 28,181 | 0.5 | 18,592 | 0.3 | 51.57% | | Subtotal | 5,596,064 | 100.0 | 5,360,093 | 100.0 | 4.40% | - The Group's operating activities are not seasonal[21](index=21&type=chunk) [5. Other Income and Other Gains and Losses](index=10&type=section&id=5.%20Other%20Income%20and%20Other%20Gains%20and%20Losses) Other income totaled RMB 58.5 million, while other gains and losses significantly increased by 153.44% due to fair value gains on financial assets Analysis of Other Income (for the Six Months Ended June 30) | Item | 2025 (RMB'000) | 2024 (RMB'000) | YoY Change | | :--- | :--- | :--- | :--- | | Government Grants | 23,888 | 19,214 | 24.32% | | VAT Surcharge Deductions | 21,023 | 40,253 | -47.80% | | Scrap Sales Income | 11,245 | 2,494 | 350.80% | | Total | 58,510 | 63,775 | -8.26% | Analysis of Other Gains and Losses (for the Six Months Ended June 30) | Item | 2025 (RMB'000) | 2024 (RMB'000) | YoY Change | | :--- | :--- | :--- | :--- | | (Loss)/Gain on Disposal of Property, Plant and Equipment | (1,364) | 87 | -1667.82% | | Fair Value Gains on Financial Assets at FVTPL, Net | 128,913 | (4,065) | -3279.83% | | Fair Value Gains on Derivative Instruments, Net | (32,393) | 36,023 | -189.92% | | Exchange Gains/(Losses) | 6,798 | (12,201) | -155.72% | | Total | 108,665 | 42,877 | 153.44% | [6. Profit Before Tax](index=11&type=section&id=6.%20Profit%20Before%20Tax) Profit before tax increased by 24.47% to RMB 735.7 million, influenced by higher cost of inventories sold, increased staff costs, and significant changes in financial asset fair value gains and finance costs Key Deductions/(Credits) from Profit Before Tax (for the Six Months Ended June 30) | Item | 2025 (RMB'000) | 2024 (RMB'000) | YoY Change | | :--- | :--- | :--- | :--- | | Cost of Inventories Sold | 4,211,845 | 3,794,684 | 10.99% | | Depreciation of Property, Plant and Equipment | 118,270 | 127,475 | -7.22% | | Staff Costs, Including Directors' Emoluments | 342,976 | 316,785 | 8.26% | | Impairment of Financial Assets, Net | 9,899 | (22,454) | -144.08% | | Fair Value Gains on Financial Assets at FVTPL, Net | (128,913) | 4,065 | -3279.83% | | Fair Value Gains on Derivative Instruments, Net | 32,393 | (36,023) | -189.92% | | Interest Income from Bank Fixed Deposits | (17,557) | (39,058) | -55.05% | | Government Grants Related to Income | (23,888) | (19,214) | 24.32% | [7. Income Tax Expense](index=12&type=section&id=7.%20Income%20Tax%20Expense) Income tax expense decreased by 21.67% to RMB 103.8 million, primarily due to lower current income tax despite increased profit before tax Major Components of Income Tax Expense (for the Six Months Ended June 30) | Item | 2025 (RMB'000) | 2024 (RMB'000) | YoY Change | | :--- | :--- | :--- | :--- | | Current Income Tax Expense | 86,242 | 120,870 | -28.65% | | Deferred Income Tax Expense | 17,586 | 11,675 | 50.63% | | Income Tax Expense Recognized in Consolidated Income Statement | 103,828 | 132,545 | -21.67% | - The decrease in income tax expense was primarily due to lower current income tax expense, even with an increase in profit before tax, indicating effective utilization of tax incentives and deductions[57](index=57&type=chunk) [8. Earnings Per Share and Dividends Payable to Shareholders](index=12&type=section&id=8.%20Earnings%20Per%20Share%20and%20Dividends%20Payable%20to%20Shareholders) Basic earnings per share increased to RMB 0.15, with no interim dividend proposed for the period, while a final dividend for 2024 was paid Earnings Per Share (for the Six Months Ended June 30) | Indicator | 2025 (RMB) | 2024 (RMB) | YoY Change | | :--- | :--- | :--- | :--- | | Basic and Diluted EPS | 0.15 | 0.11 | 36.36% | - The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025 (for the six months ended June 30, 2024: nil)[26](index=26&type=chunk) - The proposed final dividend of **HKD 0.13 per ordinary share** for the year ended December 31, 2024, was paid on July 31, 2025[26](index=26&type=chunk) [9. Property, Plant and Equipment](index=12&type=section&id=9.%20Property%2C%20Plant%20and%20Equipment) Acquisitions of property, plant, and equipment decreased by 19.45% to RMB 28.8 million, while asset disposals resulted in a net loss of RMB 1.36 million Changes in Property, Plant and Equipment (for the Six Months Ended June 30) | Item | 2025 (RMB'000) | 2024 (RMB'000) | YoY Change | | :--- | :--- | :--- | :--- | | Cost of Assets Purchased | 28,821 | 35,782 | -19.45% | | Net Book Value of Assets Disposed | 7,743 | 6,391 | 21.16% | | Net Loss on Disposal | 1,364 | 87 | 1467.82% | [10. Inventories](index=13&type=section&id=10.%20Inventories) Total inventories slightly decreased by 0.99% to RMB 2,264.8 million as of June 30, 2025, with finished goods being the largest component Inventory Composition (as of June 30) | Item | 2025 (RMB'000) | 2024 (RMB'000) | Change (%) | | :--- | :--- | :--- | :--- | | Raw Materials | 818,273 | 795,288 | 2.90% | | Work in Progress | 165,770 | 195,937 | -15.40% | | Finished Goods | 1,280,708 | 1,296,085 | -1.19% | | Total | 2,264,751 | 2,287,310 | -0.99% | [11. Trade Receivables](index=13&type=section&id=11.%20Trade%20Receivables) Trade receivables increased by 15.82% to RMB 2,975.5 million, with the majority due within three months, and credit terms ranging from 6 to 36 months - The Group provides credit terms of **6 to 36 months** to its trade customers, with longer terms granted to certain customers with good credit records and relationships[29](index=29&type=chunk) Ageing Analysis of Trade Receivables (as of June 30) | Ageing | 2025 (RMB'000) | 2024 (RMB'000) | Change (%) | | :--- | :--- | :--- | :--- | | Within 3 Months | 1,767,952 | 1,292,871 | 36.75% | | 3 to 6 Months | 570,256 | 591,051 | -3.52% | | 6 Months to 1 Year | 394,426 | 462,892 | -14.79% | | Over 1 Year | 242,840 | 222,277 | 9.25% | | Total | 2,975,474 | 2,569,091 | 15.82% | [12. Prepayments, Deposits and Other Receivables](index=14&type=section&id=12.%20Prepayments%2C%20Deposits%20and%20Other%20Receivables) Prepayments, deposits, and other receivables decreased by 8.77% to RMB 475.6 million, with net loans receivable at RMB 6.5 million and other sundry receivables at RMB 174.7 million Composition of Prepayments, Deposits and Other Receivables (as of June 30) | Item | 2025 (RMB'000) | 2024 (RMB'000) | Change (%) | | :--- | :--- | :--- | :--- | | Prepayments | 226,115 | 231,724 | -2.42% | | Recoverable VAT | 65,652 | 77,529 | -15.32% | | Deposits | 2,627 | 5,735 | -54.19% | | Loans Receivable, Net | 6,505 | 6,563 | -0.88% | | Other Sundry Receivables, Net | 174,749 | 199,812 | -12.54% | | Total | 475,648 | 521,363 | -8.77% | - Loans receivable from sales agents are for machine repurchases, with unsatisfactory recovery of lease financing sales receivables due to deteriorating external operating environment; the Group provides loans to assist agents in repaying repurchase amounts and enters into installment agreements after machine resale[33](index=33&type=chunk) [13. Cash and Cash Equivalents, Fixed Deposits and Pledged Deposits](index=15&type=section&id=13.%20Cash%20and%20Cash%20Equivalents%2C%20Fixed%20Deposits%20and%20Pledged%20Deposits) Cash and bank balances significantly increased by 224.65% to RMB 3,954.4 million, while total fixed and pledged deposits slightly decreased Composition of Cash and Deposits (as of June 30) | Item | 2025 (RMB'000) | 2024 (RMB'000) | Change (%) | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 3,954,377 | 1,218,049 | 224.65% | | Fixed and Pledged Deposits | 1,555,866 | 1,658,048 | -6.16% | | Total | 5,510,243 | 2,876,097 | 91.59% | - Certificates of deposit are purchased from reputable licensed banks in Mainland China, with maturities ranging from over **2 years** to over **3 years**[34](index=34&type=chunk) [14. Trade and Bills Payables](index=15&type=section&id=14.%20Trade%20and%20Bills%20Payables) Trade and bills payables increased by 7.74% to RMB 4,034.8 million, with the majority due within six months and bills secured by pledged bank deposits Ageing Analysis of Trade and Bills Payables (as of June 30) | Ageing | 2025 (RMB'000) | 2024 (RMB'000) | Change (%) | | :--- | :--- | :--- | :--- | | Within 6 Months | 3,954,594 | 3,673,021 | 7.66% | | 6 Months to 1 Year | 25,154 | 16,609 | 51.45% | | 1 to 2 Years | 9,613 | 13,605 | -29.34% | | 2 to 3 Years | 6,602 | 6,320 | 4.46% | | Over 3 Years | 38,790 | 35,345 | 9.75% | | Total | 4,034,753 | 3,744,900 | 7.74% | - Bills payable at each reporting period end have an ageing of **within six months** and are secured by pledged bank deposits of **RMB 297,517 thousands**[35](index=35&type=chunk) [15. Other Payables and Accruals](index=16&type=section&id=15.%20Other%20Payables%20and%20Accruals) Other payables and accruals increased by 7.10% to RMB 858.6 million, primarily driven by accrued sales commissions and contract liabilities Composition of Other Payables and Accruals (as of June 30) | Item | 2025 (RMB'000) | 2024 (RMB'000) | Change (%) | | :--- | :--- | :--- | :--- | | Accrued Sales Commissions | 309,706 | 298,178 | 3.87% | | Wages and Salaries Payable | 106,851 | 142,479 | -25.00% | | Contract Liabilities | 123,132 | 91,474 | 34.61% | | VAT and Other Taxes Payable | 105,265 | 80,359 | 31.01% | | Total | 858,564 | 801,633 | 7.10% | [Management Discussion and Analysis](index=17&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's operational and financial performance, strategic initiatives, and future outlook [Results and Business Review](index=17&type=section&id=Results%20and%20Business%20Review) The Group achieved a 4.40% revenue growth and 37.80% net profit increase in H1 2025, driven by export business and improved gross profit margin - In the first half of 2025, China's economy maintained overall stability, with steady progress and positive momentum, achieving a GDP growth of **5.3%**[37](index=37&type=chunk) - The Group achieved total revenue of **RMB 5,596 million**, representing a year-on-year increase of **4.40%**[38](index=38&type=chunk) - Net profit was **RMB 632 million**, a year-on-year increase of **37.80%**, primarily attributable to steady growth in export sales volume and improved consolidated gross profit margin[38](index=38&type=chunk) Changes in Sales Contribution by Major Product | Product | 2025 Share (%) | 2024 Share (%) | Change (Percentage Points) | | :--- | :--- | :--- | :--- | | Loaders | 41.12 | 40.31 | +0.81 | | Forklifts | 33.61 | 38.40 | -4.79 | | Excavators | 14.44 | 9.45 | +4.99 | - The consolidated gross profit margin was **20.28%**, an increase of **1.82 percentage points** from **18.46%** in the same period of 2024[38](index=38&type=chunk) [Regional Performance](index=17&type=section&id=Regional%20Performance) Northwest and Central China regions showed growth, while the export market demonstrated strong 11.3% growth, becoming the largest sales segment - Sales in the Northwest region increased by **22.3%** year-on-year, with market share rising to **8.58%**[39](index=39&type=chunk) - The export market performed strongly, growing by **11.3%** and accounting for **29.19%** of total revenue, becoming the Company's largest sales segment[39](index=39&type=chunk) - Sales in the Northern region recorded a **2.8%** decrease, while the Southwest region saw a **6.4%** reduction in sales, with the Eastern and Northeastern regions also experiencing declines in sales and market share[40](index=40&type=chunk) - Future investments should focus on high-growth regions and further expanding international markets, optimizing product sales strategies based on regional market demand characteristics[40](index=40&type=chunk) [Product Analysis](index=18&type=section&id=Product%20Analysis) The Group optimized its product structure, with wheel loaders remaining core, excavators showing significant growth, and forklifts experiencing a slight decline - Total revenue from wheel loaders increased by **6.5%** year-on-year to **RMB 2,301 million**, with gross profit margin improving to **20.6%**[42](index=42&type=chunk) - Forklift sales reached **RMB 1,881 million**, accounting for **33.6%** of total revenue, with a slight decrease of **8.5%** in revenue and a gross profit margin of **18.7%**[43](index=43&type=chunk) - Excavator business revenue surged by **59.6%** to **RMB 808 million**, with overseas markets contributing **70.9%** of revenue and a gross profit margin of **27.1%**[44](index=44&type=chunk) - Road rollers generated revenue of **RMB 28 million**, with export revenue accounting for **75.9%** and a gross profit margin of **21.7%**[45](index=45&type=chunk) - Parts sales decreased by **6.2%** to **RMB 578 million**, representing **10.3%** of total revenue[46](index=46&type=chunk) [Financial Review](index=19&type=section&id=Financial%20Review) The Group maintained a robust financial position with a 224.6% increase in cash, improved gross profit margin, and significant changes in other gains and losses - Cash and bank balances significantly increased by **224.6%** to **RMB 3,954 million**, primarily due to strong operating performance, effective cost management, and efficient working capital practices[48](index=48&type=chunk) - Total shareholders' funds were approximately **RMB 10,816 million**, an increase of **1.05%** compared to December 31, 2024[49](index=49&type=chunk) - The current ratio was **2.29** (December 31, 2024: 2.64)[50](index=50&type=chunk) - The total asset-liability ratio was approximately **34.5%** (December 31, 2024: 30.8%)[51](index=51&type=chunk) - Gross profit significantly increased by **14.7%**, with the gross profit margin rising from **18.5%** to **20.3%**, an improvement of **1.8 percentage points**[53](index=53&type=chunk) - Other gains and losses significantly increased by **153.3%** to approximately **RMB 109 million** compared to the same period in 2024, primarily due to substantial growth in fair value gains on financial assets[54](index=54&type=chunk) - Impairment loss on financial assets significantly increased by **144.1%** to approximately **RMB 9.9 million** compared to the same period in 2024, mainly due to bad debt provisions for certain dealer receivables[55](index=55&type=chunk) - Finance costs significantly decreased by **92.8%** to **RMB 1,391,000**, primarily due to strategic debt repayment and enhanced cash flow management[56](index=56&type=chunk) - Income tax expense significantly decreased by **21.7%** to **RMB 103,828,000**, mainly due to a reduction in current income tax expense[57](index=57&type=chunk) - Research and development costs significantly increased by **8.4%** to **RMB 240,273,000**, demonstrating the company's strategic commitment to innovation and product development[58](index=58&type=chunk) [Outlook](index=22&type=section&id=Outlook) The Group anticipates continued stable economic growth in H2 2025, leveraging domestic replacement demand and overseas market expansion for core product development - China's economy is expected to maintain stable and positive development in the second half of 2025, with government macro policies and "Two New" policies supporting the recovery of the construction machinery market[59](index=59&type=chunk) - The domestic market has accumulated substantial demand for equipment replacement, while the overseas construction machinery market remains in an expansion phase, maintaining growth momentum in export sales[59](index=59&type=chunk) - The Group will focus on refining and optimizing its four main product categories—loaders, forklifts, excavators, and road machinery—along with core components in the extended product manufacturing chain, leveraging its advantages in "quality, service, and cost-effectiveness" to expand market share[59](index=59&type=chunk) [Corporate Governance](index=22&type=section&id=Corporate%20Governance) The company adheres to the Corporate Governance Code, with some deviations noted regarding director liability insurance and attendance at general meetings [Compliance with Corporate Governance Code](index=22&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company generally complies with the Corporate Governance Code, with deviations including lack of director liability insurance and some independent non-executive directors' absence from AGM - The Company has adopted and complied with the principles and applicable code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules of the Stock Exchange for the six months ended June 30, 2025, except for certain deviations outlined below[60](index=60&type=chunk) - Code Provision C.1.7: The Company has not yet arranged for directors' liability insurance for legal actions, as reasonably priced and adequately covered directors' liability insurance is unavailable in the market[61](index=61&type=chunk) - Code Provision C.1.5: Three independent non-executive directors and one non-executive director were unable to attend the 2025 Annual General Meeting[62](index=62&type=chunk) - Code Provision C.2.1: Mr. Li Xinyan serves concurrently as both the Chairman of the Board and the Chief Executive Officer of the Group, which the Board believes helps maintain policy continuity and business stability[65](index=65&type=chunk) [Re-election of Independent Non-Executive Directors](index=23&type=section&id=Re-election%20of%20Independent%20Non-Executive%20Directors) Dr. Qian Shizheng and Mr. Wu Jianming were re-elected as independent non-executive directors despite serving over nine years, with their independence affirmed by the Board - Dr. Qian Shizheng and Mr. Wu Jianming have each served as independent non-executive directors for over nine years, and their re-election required approval by shareholders through a separate resolution[63](index=63&type=chunk) - The Board believes that despite Dr. Qian and Mr. Wu having served the Company for over nine years, they maintain their independence in accordance with the Listing Rules[64](index=64&type=chunk) - At the Company's Annual General Meeting held on May 28, 2025, the separate resolutions for the re-election of retiring directors Dr. Qian and Mr. Wu as independent non-executive directors were approved by shareholders' votes[64](index=64&type=chunk) [Compliance with Model Code for Securities Transactions by Directors](index=24&type=section&id=Compliance%20with%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the period - Following specific inquiries to all Directors, each Director confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules during the year[66](index=66&type=chunk) [Review of Interim Results](index=24&type=section&id=Review%20of%20Interim%20Results) The Audit Committee and external auditor, Ernst & Young, reviewed the interim results for the six months ended June 30, 2025, confirming consistency with the unaudited financial information - The Audit Committee, together with management, has continuously reviewed the accounting principles and practices adopted by the Group, and discussed and reviewed the Group's financial results concerning review, internal controls, and financial reporting matters[67](index=67&type=chunk) - The interim results for the six months ended June 30, 2025, have been reviewed by the Company's external auditor, Ernst & Young, and reconciled with the amounts presented in the unaudited interim condensed consolidated financial information[67](index=67&type=chunk) [Other Information](index=24&type=section&id=Other%20Information) This section covers disclosures regarding the company's listed securities, dividend policy, and publication of financial information [Purchase, Sale or Redemption of the Company’s Listed Securities](index=24&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%E2%80%99s%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of its listed securities during the six months ended June 30, 2025 - During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's shares or any other listed securities[68](index=68&type=chunk) [Dividends](index=25&type=section&id=Dividends) The Board does not recommend an interim dividend for the six months ended June 30, 2025 - The Directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025 (for the six months ended June 30, 2024: nil)[69](index=69&type=chunk) [Publication of Financial Information](index=25&type=section&id=Publication%20of%20Financial%20Information) The 2025 interim report for the six months ended June 30, 2025, will be dispatched to shareholders and published on the HKEX website - The Company's 2025 interim report for the six months ended June 30, 2025, will be dispatched to shareholders in due course and will also be published on the HKEX website (www.hkex.com.hk)[70](index=70&type=chunk)

[Overview](index=2&type=section&id=Overview) The company's financial performance for the six months ended June 30, 2025, significantly improved, with substantial revenue growth and a turnaround to net profit; the Board does not recommend a dividend payment 2025 Half-Year Key Financial Data Comparison | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 10,904 | 6,094 | +78.9% | | Profit/(Loss) Attributable to Owners of the Company | 219 | (19,558) | Turnaround to Profit | | Basic Earnings/(Loss) Per Share (HK cents) | 0.23 | (20.37) | Turnaround to Profit | | Dividends | Nil | Nil | - | [Unaudited Condensed Consolidated Interim Results](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Interim%20Results) This section presents the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, including the statement of profit or loss and other comprehensive income, statement of financial position, statement of changes in equity, and statement of cash flows, compared with the corresponding period in 2024 [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group achieved revenue of HK$10,904 thousand in the first half of 2025, a significant increase year-on-year, turning from a loss to a profit primarily due to fair value changes of financial assets at fair value through profit or loss Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Summary) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 10,904 | 6,094 | | Other income | 2,355 | 1,066 | | Fair value changes of financial assets at fair value through profit or loss | 1,410 | (9,855) | | Administrative and other operating expenses | (13,588) | (16,505) | | Finance costs | (862) | (358) | | Profit/(Loss) before taxation | 219 | (19,558) | | Profit/(Loss) and total comprehensive income/(expense) for the period attributable to owners of the Company | 219 | (19,558) | | Basic and diluted earnings/(loss) per share (HK cents) | 0.23 | (20.37) | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets significantly increased, driven by higher trade receivables and bank balances in trust accounts, while current liabilities also rose substantially, leading to a decrease in the current ratio Condensed Consolidated Statement of Financial Position (Summary) | Indicator | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Non-current assets | 21,155 | 20,367 | | Current assets | 188,588 | 144,056 | | Total assets | 209,743 | 164,423 | | Current liabilities | 87,260 | 42,159 | | Net current assets | 101,328 | 101,897 | | Net assets | 122,483 | 122,264 | | Total equity | 122,483 | 122,264 | [Condensed Consolidated Statement of Changes in Equity](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) The Group's total equity for the six months ended June 30, 2025, slightly increased, primarily due to a profit of HK$219 thousand for the period, reversing the loss from the prior year Condensed Consolidated Statement of Changes in Equity (Summary) | Indicator | As of June 30, 2025 (HK$ thousand) | As of June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Balance at beginning of period | 122,264 | 139,822 | | Profit/(Loss) and total comprehensive income/(expense) for the period | 219 | (19,558) | | Balance at end of period | 122,483 | 120,264 | [Condensed Consolidated Statement of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) The Group experienced a significant increase in net cash outflow from operating activities in the first half of 2025, but net cash inflow from financing activities improved substantially, resulting in a net decrease of HK$2,450 thousand in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (Summary) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net cash used in operating activities | (27,247) | (633) | | Net cash generated from investing activities | 299 | 1,489 | | Net cash generated from/(used in) financing activities | 24,498 | (916) | | Net decrease in cash and cash equivalents | (2,450) | (60) | | Cash and cash equivalents at end of period | 12,957 | 12,338 | [Notes to the Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, covering company information, accounting policies, financial metric composition and changes, related party transactions, and fair value measurement of financial instruments [1. General Information](index=7&type=section&id=1.%20General%20Information) The Company is incorporated in the Cayman Islands, listed on GEM of the Stock Exchange, and primarily engaged in brokerage, placing and underwriting, corporate finance advisory, financing, and asset management services - The Company is an investment holding company, with principal activities including brokerage services, placing and underwriting, corporate finance advisory, financing services (including securities and IPO financing), and asset management services[9](index=9&type=chunk) - The Company's ultimate holding company is Autumn Ocean Limited, wholly owned by Mr. Poon Chik, the Chairman[9](index=9&type=chunk) [2. Basis of Preparation](index=7&type=section&id=2.%20Basis%20of%20Preparation) These interim financial statements are prepared in accordance with HKFRS 34 and GEM Listing Rules, with consistent accounting policies as annual financial statements, and new/amended standards have no material impact on current period financial performance - The unaudited condensed consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standard 34 and Chapter 18 of the GEM Listing Rules issued by the Hong Kong Institute of Certified Public Accountants[11](index=11&type=chunk) - The application of new and revised Hong Kong Financial Reporting Standards had no material impact on the financial performance and position for the current period[11](index=11&type=chunk) [3. Revenue and Segment Information](index=9&type=section&id=3.%20Revenue%20and%20Segment%20Information) The Group operates in a single segment, providing diversified financial services, with total revenue reaching HK$10,904 thousand in H1 2025, a significant year-on-year increase driven by interest income from securities and IPO financing and brokerage service commissions - The Group has only one operating segment, which is the provision of brokerage services, placing and underwriting services, corporate finance advisory services, financing services, and asset management services[15](index=15&type=chunk) Revenue Composition by Service Type | Service Type | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Brokerage services – commission and service fees | 2,520 | 621 | | Placing and underwriting – commission and service fees | 1,033 | 728 | | Corporate finance advisory service fees | 2,150 | 1,450 | | Asset management services – management fees | 21 | 221 | | Total revenue from contracts with customers | 5,724 | 3,020 | | Interest income from securities and IPO financing | 5,180 | 3,074 | | **Total Revenue** | **10,904** | **6,094** | [4. Other Income](index=10&type=section&id=4.%20Other%20Income) The Group's other income significantly increased in the first half of 2025, primarily due to gains from the sale of trade receivables under factoring arrangements and higher bank interest income Other Income Composition | Income Source | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank interest income | 758 | 226 | | Interest income from debt securities | 574 | 574 | | Gain on disposal of trade receivables under factoring arrangements | 705 | — | | Handling fee income | 266 | 192 | | **Total** | **2,355** | **1,066** | [5. Profit/(Loss) Before Taxation](index=10&type=section&id=5.%20Profit%2F%28Loss%29%20Before%20Taxation) The Group achieved a profit before taxation of HK$219 thousand in the first half of 2025, reversing the loss from the prior year, primarily influenced by fair value gains and reduced administrative expenses - Profit before taxation turned from a **loss of HK$19,558 thousand** in the corresponding period of 2024 to a **profit of HK$219 thousand** in the first half of 2025[5](index=5&type=chunk) - Administrative and other operating expenses decreased by **17.7% to HK$13,588 thousand**, mainly due to reduced legal and professional fees and depreciation[19](index=19&type=chunk)[46](index=46&type=chunk) - Finance costs increased by **140.8% to HK$862 thousand**, primarily due to higher interest paid to margin/cash clients and other borrowing interest[19](index=19&type=chunk)[47](index=47&type=chunk) [6. Income Tax Expense](index=11&type=section&id=6.%20Income%20Tax%20Expense) The Group made no provision for Hong Kong profits tax in the first half of 2025 or 2024, as there were no assessable profits - The Group had no assessable profits arising in or derived from Hong Kong for the six months ended June 30, 2025, and 2024, thus no provision for Hong Kong profits tax was made[20](index=20&type=chunk) [7. Dividends](index=11&type=section&id=7.%20Dividends) The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025[21](index=21&type=chunk) [8. Earnings/(Loss) Per Share](index=11&type=section&id=8.%20Earnings%2F%28Loss%29%20Per%20Share) The Group's basic earnings per share for H1 2025 was **0.23 HK cents**, a significant improvement from the basic loss per share of **20.37 HK cents** in the prior year, with share options not included in diluted EPS calculations due to exercise price or anti-dilutive effect Earnings/(Loss) Per Share Comparison | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Profit/(Loss) for the period attributable to owners of the Company (HK$ thousand) | 219 | (19,558) | | Weighted average number of ordinary shares | 96,000,000 | 96,000,000 | | Basic and diluted earnings/(loss) per share (HK cents) | 0.23 | (20.37) | - For the six months ended June 30, 2025, the calculation of diluted earnings per share did not assume the exercise of share options, as their exercise price was higher than the average market price of the shares[22](index=22&type=chunk) [9. Property, Plant and Equipment](index=12&type=section&id=9.%20Property%2C%20Plant%20and%20Equipment) The Group acquired approximately HK$108 thousand in property, plant, and equipment during the first half of 2025 - The Group acquired approximately **HK$108 thousand** in property, plant and equipment during the first half of 2025[24](index=24&type=chunk) [10. Trade Receivables](index=12&type=section&id=10.%20Trade%20Receivables) The Group's total trade receivables significantly increased to HK$105,976 thousand, primarily driven by securities trading receivables from margin clients, with the company maintaining strict credit risk control and requiring collateral from margin clients Trade Receivables Composition | Type | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Securities trading – cash clients | 1,289 | 218 | | Securities trading – margin clients | 100,609 | 75,509 | | Clearing house | 3,518 | — | | Futures contract trading – clearing house | 195 | 295 | | Corporate finance advisory services | 365 | 168 | | **Total** | **105,976** | **76,190** | - Margin client loans are secured by securities with a market value of approximately **HK$298,040 thousand** (December 31, 2024: approximately HK$201,116 thousand)[26](index=26&type=chunk) [11. Financial Assets at Fair Value Through Profit or Loss](index=14&type=section&id=11.%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) The Group's total financial assets at fair value through profit or loss slightly increased, primarily comprising Hong Kong-listed equity securities and unlisted investment fund units outside Hong Kong Financial Assets at Fair Value Through Profit or Loss Composition | Asset Type | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Listed equity securities in Hong Kong | 5,160 | 5,929 | | Unlisted investment funds outside Hong Kong | 12,310 | 11,488 | | **Total** | **17,470** | **17,417** | [12. Trade Payables](index=15&type=section&id=12.%20Trade%20Payables) The Group's trade payables significantly increased to HK$54,130 thousand, primarily driven by cash and margin payables to securities trading clients, with a notable increase in client monies held in trust accounts Trade Payables Composition | Type | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Securities trading – cash clients | 35,790 | 16,235 | | Securities trading – margin clients | 17,501 | 15,267 | | Securities trading – clearing house | 363 | 1,974 | | Futures contract trading – clients | 476 | 497 | | **Total** | **54,130** | **33,973** | - As of June 30, 2025, approximately **HK$49,593 thousand** (December 31, 2024: approximately HK$32,450 thousand) of trade payables represented client monies held in trust accounts[30](index=30&type=chunk) [13. Share Capital](index=16&type=section&id=13.%20Share%20Capital) The Company's authorized share capital is HK$20,000 thousand, with issued and fully paid share capital of HK$9,600 thousand, comprising 96,000,000 ordinary shares, unchanged during the period Share Capital Details | Type | Number of Ordinary Shares | Share Capital (HK$ thousand) | | :--- | :--- | :--- | | Authorized share capital | 200,000,000 | 20,000 | | Issued and fully paid share capital | 96,000,000 | 9,600 | [14. Significant Related Party Transactions](index=16&type=section&id=14.%20Significant%20Related%20Party%20Transactions) The Group engaged in several significant transactions with related parties, including Mr. Poon, his close family members, and key management personnel, primarily involving commission income, interest income, and trade receivables/payables, with an increase in total key management personnel compensation Nature and Amount of Transactions with Related Parties | Related Party | Nature of Transaction | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | | Mr. Poon | Commission income | 23 | 13 | | Mr. Poon | Interest income | 44 | 44 | | Close family members of Mr. Poon | Commission income | 60 | 23 | | Close family members of Mr. Poon | Interest income | 110 | 223 | Key Management Personnel Compensation | Compensation Item | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Salaries and other benefits in kind | 3,633 | 3,492 | | Contributions to retirement benefit schemes | 45 | 45 | | **Total** | **3,678** | **3,537** | [15. Fair Value Measurement of Financial Instruments](index=19&type=section&id=15.%20Fair%20Value%20Measurement%20of%20Financial%20Instruments) The Group's financial assets are measured at fair value using Level 1 (listed equity securities) and Level 2 (unlisted investment fund units), with no transfers between fair value hierarchies during the period - Fair value measurements are categorized into Level 1 (quoted prices in active markets) and Level 2 (observable inputs other than quoted prices included within Level 1)[37](index=37&type=chunk) Financial Assets Measured at Fair Value | Financial Asset | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | Fair Value Hierarchy | Valuation Technique | | :--- | :--- | :--- | :--- | :--- | | Listed equity securities | 5,160 | 5,929 | Level 1 | Market quotations in active markets | | Unlisted investment fund units | 12,310 | 11,488 | Level 2 | Net asset value of the fund | [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed review of the Group's business and financial performance for H1 2025, analyzing revenue and expense changes, outlining future economic outlook and strategies, and disclosing employee information, liquidity, material investments, and future plans [Business Review](index=20&type=section&id=Business%20Review) The Group's financial performance significantly improved in H1 2025, with revenue growing by **78.9%** year-on-year and a turnaround to a net profit of **HK$219 thousand**, primarily driven by increased financing interest income, brokerage commissions, and fair value gains on financial assets - The Group's revenue significantly increased by **78.9%** from **HK$6,094 thousand** in the corresponding period of 2024 to **HK$10,904 thousand** in the first half of 2025[40](index=40&type=chunk) - A net profit of **HK$219 thousand** was recorded for the period, compared to a net loss of **HK$19,558 thousand** in the corresponding period, marking a turnaround to profit[40](index=40&type=chunk) - The turnaround to profit was mainly attributable to a net gain of **HK$1,410 thousand** from fair value changes of financial assets at fair value through profit or loss (compared to a loss of **HK$9,855 thousand** in the corresponding period), significant revenue growth, and reduced administrative expenses[40](index=40&type=chunk) [Financial Review](index=20&type=section&id=Financial%20Review) This section details the Group's financial metric changes, including revenue, other income, fair value changes of financial assets, administrative and other operating expenses, finance costs, and profit/loss for the period, revealing specific drivers of performance improvement [Revenue](index=20&type=section&id=Revenue) The Group's revenue surged by **78.9%**, primarily driven by significant increases in brokerage service commissions, corporate finance advisory fees, and interest income from securities and IPO financing; asset management fees sharply declined due to fund termination, but new individual client services were introduced - Brokerage service commissions and service fees significantly increased by **305.8% to HK$2,520 thousand**, mainly due to improved stock market sentiment leading to higher total client securities trading volume[41](index=41&type=chunk) - Interest income from securities and IPO financing increased by **68.5% to HK$5,180 thousand**, primarily due to providing comprehensive offer financing services to an offeror[42](index=42&type=chunk) - Asset management service fees decreased by **90.5% to HK$21 thousand**, mainly due to the termination of Astrum China Fund on May 31, 2024, though the Group has commenced providing asset management services to individual clients[43](index=43&type=chunk) [Other Income](index=22&type=section&id=Other%20Income) Other income increased by **120.9%** year-on-year, primarily benefiting from gains on the sale of written-off trade receivables under factoring arrangements and higher bank deposit interest income - Other income increased by **120.9%** from **HK$1,066 thousand** in the corresponding period to **HK$2,355 thousand** in the current period[44](index=44&type=chunk) - This was mainly due to the recognition of a gain of **HK$705 thousand** from the sale of margin loan receivables under factoring arrangements and an increase in bank deposit interest income to **HK$758 thousand**[44](index=44&type=chunk) [Fair Value Changes of Financial Assets at Fair Value Through Profit or Loss](index=22&type=section&id=Fair%20Value%20Changes%20of%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) The Group's financial assets at fair value through profit or loss turned from a loss of **HK$9,855 thousand** in the prior period to a net gain of **HK$1,410 thousand** in the current period, reflecting strong performance in listed equity securities and unlisted investment funds - A net gain of **HK$1,410 thousand** from financial assets at fair value through profit or loss was recorded for the current period, compared to a loss of **HK$9,855 thousand** in the corresponding period[45](index=45&type=chunk) - This includes a fair value gain of **HK$588 thousand** on listed equity securities (compared to a loss of **HK$1,933 thousand** in the corresponding period) and a fair value gain of **HK$822 thousand** on unlisted investment funds (compared to a loss of **HK$7,922 thousand** in the corresponding period)[45](index=45&type=chunk) [Administrative and Other Operating Expenses](index=22&type=section&id=Administrative%20and%20Other%20Operating%20Expenses) Administrative and other operating expenses decreased by **17.7%**, primarily due to reductions in legal and professional fees and depreciation of property, plant, and equipment - Administrative and other operating expenses decreased by **17.7%** from **HK$16,505 thousand** in the corresponding period to **HK$13,588 thousand** in the current period[46](index=46&type=chunk) - This was mainly attributable to a decrease of **HK$1,637 thousand** in legal and professional fees and a decrease of **HK$812 thousand** in depreciation of property, plant and equipment[46](index=46&type=chunk) [Finance Costs](index=22&type=section&id=Finance%20Costs) Finance costs increased by **140.8%**, primarily due to higher interest paid to margin/cash clients and other borrowing interest expenses - Finance costs increased by **140.8%** from **HK$358 thousand** in the corresponding period to **HK$862 thousand** in the current period[47](index=47&type=chunk) - This was mainly due to an increase of **HK$230 thousand** in interest paid to margin/cash clients and an increase of **HK$274 thousand** in other borrowing interest expenses[47](index=47&type=chunk) [Loss for the Period](index=22&type=section&id=Loss%20for%20the%20Period) A profit of **HK$219 thousand** was recorded for the current period, successfully reversing the loss of **HK$19,558 thousand** in the corresponding period last year - A profit of **HK$219 thousand** was recorded for the current period, compared to a loss of **HK$19,558 thousand** in the corresponding period[48](index=48&type=chunk) [Prospects](index=23&type=section&id=Prospects) Hong Kong's economy continued robust expansion in H1 2025, yet the global economy faces challenges from geopolitical instability, US tariff policies, and slower Fed rate cuts; the Group will adopt a prudent and balanced risk management approach and has completed and is undertaking multiple placing and corporate finance engagements - Hong Kong's economy continued its steady expansion in the first half of 2025, with real GDP growing by **3.0%** and **3.1%** respectively[49](index=49&type=chunk) - The global economy faces ongoing volatility and challenges, including US tariff policies, the Federal Reserve maintaining high interest rates, and geopolitical conflicts[49](index=49&type=chunk)[50](index=50&type=chunk) - The Group's management will regularly review and adjust business strategies with a prudent and balanced risk management approach[50](index=50&type=chunk) - As of the announcement date, the Group has completed one placing and underwriting service engagement and has four engagements in progress (one placing and underwriting, three corporate finance advisory)[50](index=50&type=chunk) [Employee Information](index=24&type=section&id=Employee%20Information) As of June 30, 2025, the Group had 27 employees and 11 account executives, with an increase in total staff costs; the company ensures employee competence and motivation through compensation reviews and continuous professional training - As of June 30, 2025, the Group had **27 employees** and **11 account executives**, consistent with December 31, 2024[51](index=51&type=chunk) - Total staff costs (including directors' emoluments) for the period were approximately **HK$8,844 thousand**, an increase from **HK$8,237 thousand** in the corresponding period[51](index=51&type=chunk) - The Group has a share option scheme to reward and incentivize employees and provides continuous professional training to update employee knowledge and skills[52](index=52&type=chunk) [Liquidity and Financial Resources](index=25&type=section&id=Liquidity%20and%20Financial%20Resources) The Group primarily relies on internal resources and short-term unsecured borrowings for operations; total assets and bank balances and cash significantly increased, but liquidity and gearing ratios fluctuated, reflecting business expansion and increased borrowing - The Group primarily relies on internal resources and short-term unsecured borrowings to support its operations, capital expenditures, and other capital requirements[53](index=53&type=chunk) - The Group had no assets pledged as of June 30, 2025[54](index=54&type=chunk) - The Group's turnover and cost of business are mainly denominated in Hong Kong Dollars, resulting in minimal foreign exchange risk[55](index=55&type=chunk) Key Liquidity and Financial Resources Indicators | Indicator | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Total assets | 209,743 | 164,423 | | Total equity attributable to owners of the Company | 122,483 | 122,264 | | Net current assets | 101,328 | 101,897 | | Current ratio | 2.2 times | 3.4 times | | Total bank balances and cash | 62,670 | 47,976 | | Unsecured borrowings | 32,116 | 7,035 | | Gearing ratio | 26.2% | 5.8% | | Available unutilized loan facilities | 38,000 | 3,000 | [Material Investments](index=26&type=section&id=Material%20Investments) The Group's material investment is Original Global Funds SPC - Original Growth Opportunities SP3 (unlisted investment fund), representing **5.9%** of total assets; the fund performed well through diversified strategies, and future focus remains on technology and market changes - The Group's material investment is Original Global Funds SPC - Original Growth Opportunities SP3 (an unlisted investment fund), with an **88.88%** holding, representing **5.9%** of the Group's total assets[57](index=57&type=chunk) - Original Growth SP3, through its diversified investment strategy, performed well during the period, and will continue to closely monitor market changes and maintain active and prudent portfolio management in the future[58](index=58&type=chunk) - The Directors are cautiously optimistic about the future prospects of Original Growth SP3 and expect it to continue enhancing the Group's investment returns[59](index=59&type=chunk) [Material Acquisitions or Disposals](index=27&type=section&id=Material%20Acquisitions%20or%20Disposals) The Group had no other material acquisitions or disposals of subsidiaries and associates during the period - The Group had no other material acquisitions or disposals of subsidiaries and associates during the period[60](index=60&type=chunk) [Future Plans for Material Investments or Capital Assets](index=27&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of the announcement date, the Board has no plans to authorize any material investments or additions to capital assets - As of the announcement date, the Board has no plans to authorize any material investments or additions to capital assets[61](index=61&type=chunk) [Commitments](index=27&type=section&id=Commitments) As of June 30, 2025, the Group had future minimum lease payment commitments of **HK$1,962 thousand** for office premises but no capital commitments - As of June 30, 2025, the Group had future minimum lease payment commitments of **HK$1,962 thousand** for office premises[62](index=62&type=chunk) - As of June 30, 2025, the Group had no capital commitments[63](index=63&type=chunk) [Contingent Liabilities](index=27&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[64](index=64&type=chunk) [Events After Reporting Period](index=27&type=section&id=Events%20After%20Reporting%20Period) As of the announcement date, the Directors were not aware of any significant events concerning the Group's business or financial performance - As of the announcement date, the Directors were not aware of any significant events concerning the Group's business or financial performance[65](index=65&type=chunk) [Other Information](index=28&type=section&id=Other%20Information) This section discloses directors' and substantial shareholders' equity interests, share option scheme details, corporate governance practices (including deviations from the code), and specific disclosures under GEM Listing Rules, such as material loan financing agreements [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation](index=28&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20any%20Associated%20Corporation) As of June 30, 2025, Mr. Poon Chik held **56.32%** of the Company's shares and underlying shares, and Mr. Kwan Chun Yee held **0.83%** of underlying shares, primarily through controlled corporate interests and share options Directors' and Chief Executive's Long Positions in Shares and Underlying Shares of the Company | Director's Name | Capacity/Nature of Interest | Number of Shares Held | Number of Underlying Shares Held | Total | Approximate Percentage of Equity | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Poon | Interest of controlled corporation/Beneficial owner | 53,268,500 | 800,000 | 54,068,500 | 56.32% | | Mr. Kwan | Beneficial owner | — | 800,000 | 800,000 | 0.83% | - Mr. Poon holds **53,268,500 shares** through Autumn Ocean Limited, which he wholly owns[68](index=68&type=chunk) - Mr. Poon and Mr. Kwan were each granted **800,000 share options** on January 4, 2021, with an exercise price of **HK$0.96 per share** and a five-year validity period[68](index=68&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares of the Company](index=29&type=section&id=Substantial%20Shareholders'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of June 30, 2025, Ms. Liu Mingli (Mr. Poon's spouse) and Autumn Ocean Limited were substantial shareholders of the Company, holding **56.32%** and **55.49%** equity interests, respectively Substantial Shareholders' Long Positions in Shares and Underlying Shares of the Company | Name | Capacity/Nature of Interest | Number of Shares Held/Interested | Number of Underlying Shares Interested | Total | Approximate Percentage of Equity | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Liu Mingli | Interest of spouse | 53,268,500 | 800,000 | 54,068,500 | 56.32% | | Autumn Ocean Limited | Beneficial owner | 53,268,500 | — | 53,268,500 | 55.49% | - Ms. Liu Mingli, being the spouse of Mr. Poon, is deemed or taken to be interested in all shares and underlying shares in which Mr. Poon has an interest[70](index=70&type=chunk) [Share Option Scheme](index=30&type=section&id=Share%20Option%20Scheme) The Company's share option scheme was adopted in 2016 for a ten-year term; **8,000,000 share options** were granted to 11 eligible participants on January 4, 2021, with an exercise price of **HK$0.96**, vesting immediately on grant date; **6,800,000 options** remained unexercised as of June 30, 2025 - The share option scheme was adopted on June 23, 2016, and is valid for ten years[71](index=71&type=chunk) - On January 4, 2021, **8,000,000 share options** were granted to 11 eligible participants with an exercise price of **HK$0.96 per share**, vesting immediately on the grant date[71](index=71&type=chunk) Share Option Movement Details | Category | Unexercised as of January 1, 2025 | Number of Options Granted | Number of Options Exercised | Number of Options Lapsed | Unexercised as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Directors and Chief Executive | 1,600,000 | — | — | — | 1,600,000 | | Employees | 2,800,000 | — | — | — | 2,800,000 | | Clients | 1,600,000 | — | — | — | 1,600,000 | | Business partners | 800,000 | — | — | — | 800,000 | | **Total** | **6,800,000** | **—** | **—** | **—** | **6,800,000** | [Directors' Rights to Acquire Shares or Debentures](index=31&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) Except for disclosed directors' interests, neither the Company nor its subsidiaries entered into any arrangements during the period enabling directors and their families to benefit from acquiring shares of the Company or associated corporations - Neither the Company nor any of its subsidiaries entered into any arrangements at any time during the period or as of June 30, 2025, that would enable directors and chief executives (including their spouses and children under 18) to acquire benefits through the acquisition of shares, underlying shares, or debentures of the Company or any associated corporation[73](index=73&type=chunk) [Competing Interests](index=31&type=section&id=Competing%20Interests) During the period, no Directors, substantial shareholders of the Company, or their respective associates held any interests in businesses directly or indirectly competing with the Group's business - During the period, none of the Directors, substantial shareholders of the Company, or their respective associates had any interests in businesses that compete or are likely to compete, directly or indirectly, with the Group's business[74](index=74&type=chunk) [Non-Competition Undertaking](index=31&type=section&id=Non-Competition%20Undertaking) Mr. Poon Chik and Autumn Ocean Limited confirmed compliance with the non-competition undertaking during the period, receiving a satisfactory assessment from the Audit Committee - Mr. Poon Chik and Autumn Ocean Limited confirmed compliance with the non-competition undertaking under the Deed of Non-Competition during the period[75](index=75&type=chunk) - The Audit Committee reviewed and was satisfied with Mr. Poon Chik's and Autumn Ocean Limited's compliance with the non-competition undertaking[75](index=75&type=chunk) [Directors' Securities Transactions](index=31&type=section&id=Directors'%20Securities%20Transactions) Upon inquiry, all Directors confirmed continuous compliance with the code of conduct for directors' securities transactions under GEM Listing Rules during the period - Following specific inquiries made to all Directors, all confirmed that they have complied with the required standard of dealings in securities by Directors as set out in Rules 5.48 to 5.67 of the GEM Listing Rules throughout the period[76](index=76&type=chunk) [Disclosure under Rules 17.22 to 17.24 of the GEM Listing Rules](index=32&type=section&id=Disclosure%20under%20Rules%2017.22%20to%2017.24%20of%20the%20GEM%20Listing%20Rules) Astrum Capital Management Limited, the Company's indirect wholly-owned subsidiary, entered into a loan financing agreement with Weiye Holdings Group Limited for up to **HK$80,000 thousand** to fund the offer for Megalogic Group Limited, secured by share charges, account charges, and a personal guarantee - Astrum Capital Management Limited entered into a loan financing agreement with Weiye Holdings Group Limited to provide a loan facility of up to **HK$80,000 thousand** for the purpose of financing the offer for Megalogic Group Limited[77](index=77&type=chunk) - The loan bears interest at **2% per month** and is secured by share charges, account charges, and a personal guarantee from Mr. Wang Guangbo[77](index=77&type=chunk) - As of June 30, 2025, the outstanding amount due from Weiye Holdings to Astrum Capital was approximately **HK$45,911 thousand**, representing approximately **21.9%** of the Group's total consolidated assets[78](index=78&type=chunk) [Share Capital](index=33&type=section&id=Share%20Capital) The Company did not issue any equity securities during the period, with details of share capital changes disclosed in Note 13 to the financial statements - The Company did not issue any equity securities during the period as required by Rule 18.32 of the GEM Listing Rules[79](index=79&type=chunk) [Purchase, Sale or Redemption of the Company's Securities](index=33&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period[80](index=80&type=chunk) [Compliance with Corporate Governance Code](index=33&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company is committed to high corporate governance standards and has complied with the Corporate Governance Code, with the exception of Mr. Poon Chik holding both Chairman and Chief Executive roles, a deviation explained as beneficial to Group operations - The Company has complied with the code provisions of the Corporate Governance Code, except for code provision C.2.1 (the roles of chairman and chief executive should be separate)[81](index=81&type=chunk) - Mr. Poon Chik holds both the roles of Chairman and Chief Executive Officer, an arrangement the Board believes benefits the Group's business operations and management, providing strong and consistent leadership[81](index=81&type=chunk) [Board of Directors](index=33&type=section&id=Board%20of%20Directors) The Board of Directors comprises 6 members, including 3 executive directors and 3 independent non-executive directors, meeting GEM Listing Rules requirements for independent non-executive director numbers and professional qualifications - The Board comprises **6 members**, including **3 executive directors** (Mr. Poon Chik, Mr. Kwan Chun Yee, and Ms. Yu Hoi Ling) and **3 independent non-executive directors** (Mr. Lau Hon Kee, Mr. Shum Lung, and Ms. Yu Chung Sze)[82](index=82&type=chunk) - The Board complies with GEM Listing Rules 5.05(1), (2), and 5.05A, having appointed at least one-third independent non-executive directors, with at least one possessing appropriate professional qualifications or accounting/financial management expertise[82](index=82&type=chunk) [Audit Committee](index=34&type=section&id=Audit%20Committee) The Audit Committee, chaired by Mr. Lau Hon Kee and comprising 3 independent non-executive directors, reviewed the unaudited condensed consolidated interim results for the period, deeming them compliant with applicable accounting standards and GEM Listing Rules - The Audit Committee is chaired by Mr. Lau Hon Kee (Independent Non-Executive Director), with other members including Mr. Shum Lung and Ms. Yu Chung Sze (both Independent Non-Executive Directors)[83](index=83&type=chunk) - The primary responsibilities of the Audit Committee include reviewing and monitoring the independence of external auditors, assessing the integrity of financial statements, and reviewing financial reporting, financial controls, risk management, and internal control systems[83](index=83&type=chunk) - The Audit Committee reviewed the Group's unaudited condensed consolidated interim results for the period and considered them to be in compliance with applicable accounting standards and the GEM Listing Rules[83](index=83&type=chunk)