中期報告 2025 公司資料 董事會 執行董事 長島武德先生 （董事總經理） 久永晋也先生 非執行董事 後藤俊哉先生 （主席） 猪原弘行先生 橫地庸利先生 獨立非執行董事 水野英人先生 沈詠婷女士 黃美玲女士 提名委員會 後藤俊哉先生 （主席） 水野英人先生 沈詠婷女士 黃美玲女士 薪酬委員會 沈詠婷女士 （主席） 後藤俊哉先生 水野英人先生 黃美玲女士 審核委員會 黃美玲女士 （主席） 後藤俊哉先生 水野英人先生 沈詠婷女士 公司秘書 陳鄺良先生 核數師 畢馬威會計師事務所 執業會計師 於《會計及財務匯報局條例》下的 註冊公共利益實體核數師 往來銀行 Mizuho Bank, Ltd. 三菱日聯銀行 三井住友銀行 渣打銀行（香港）有限公司 香港上海滙豐銀行有限公司 股份過戶登記處 卓佳證券登記有限公司 香港夏慤道16號 遠東金融中心17樓 註冊辦事處 香港康山道2號 康怡廣場（南）地下至4樓 辦事處及主要營業地點 香港新界荃灣青山公路388號 中染大廈26樓07–11室 電話：(852) 2565 3600 傳真：(852) 2563 8654 股份代號 984 網址 www.aeonstores.com. ...

Company Information [Board of Directors](index=3&type=section&id=Board%20of%20Directors) This section discloses the company's Board of Directors members, including executive directors and independent non-executive directors, along with the composition of the Audit, Remuneration, and Nomination Committees - The Board of Directors includes executive directors Mr. Lau Chiu Shing (Chairman), Ms. Lau Chau Yu (Chief Executive Officer), Mr. On Ka Wai, Mr. Cheng Yick Wai, Mr. Yip Kin Wah, and independent non-executive directors Mr. Chu Yat Pang, Mr. Choi Wai Shek, and Mr. Au Yeung Wai Lap[3](index=3&type=chunk) - The Audit Committee Chairman is Mr. Au Yeung Wai Lap, the Remuneration Committee Chairman is Mr. Chu Yat Pang, and the Nomination Committee Chairman is Mr. Choi Wai Shek[3](index=3&type=chunk) - Ms. Lau Chau Yu was appointed as a member of the Nomination Committee on June 30, 2025[3](index=3&type=chunk) [Company Administration and Registration Information](index=3&type=section&id=Company%20Administration%20and%20Registration%20Information) This section provides administrative and registration details, including the company secretary, authorized representatives, registered office, Macau headquarters, and principal place of business in Hong Kong - The company secretary is Mr. Wong Wah, and the authorized representatives are Ms. Lau Chau Yu and Mr. Cheng Yick Wai[4](index=4&type=chunk) - The registered office is in the Cayman Islands, the Macau headquarters and principal place of business are at 10/F, Edf. Comercial Edf. Iat Tak, No. 126 Rua Pequim, and the principal place of business in Hong Kong is at 14/F, Harbour Commercial Building, 122–124 Connaught Road Central[4](index=4&type=chunk) [External Service Providers](index=4&type=section&id=External%20Service%20Providers) This section lists the company's external service providers, including the auditor, principal bankers, and share registrar - The auditor is Tianzhi Hong Kong Certified Public Accountants Limited[5](index=5&type=chunk) - Principal bankers include Banco Comercial de Macau, Banco Nacional Ultramarino, Industrial and Commercial Bank of China (Macau), and Bank of China (Macau Branch)[5](index=5&type=chunk) - The Hong Kong share registrar is Boardroom Share Registrars (HK) Limited, with stock code **1615**, and the company website is www.abbuildersgroup.com[5](index=5&type=chunk) Management Discussion and Analysis [Business Review](index=5&type=section&id=Business%20Review) During the reporting period, the Group's revenue significantly increased by **190.0% to MOP170.8 million**, driven by successful renovation projects and expansion into construction material trading, despite a decline in gross profit margin due to lower-margin projects and add-on orders, while also marking an entry into financial services through an acquisition - In the first half of 2025, Macau's gross gaming revenue increased by **4% year-on-year to HKD115.3 billion**, with inbound tourists reaching **19.2 million**, a **15% year-on-year increase**[6](index=6&type=chunk) 2025 Half-Year Revenue Overview | Indicator | 2025 Half-Year (MOP million) | 2024 Half-Year (MOP million) | Year-on-Year Growth (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 170.8 | 58.9 | 190.0% | | Construction Services Revenue | 167.1 | 58.9 | 183.6% | | Construction Material Trading Revenue | 3.7 | — | 100% (New Business) | 2025 Half-Year Gross Profit and Gross Profit Margin | Indicator | 2025 Half-Year (MOP million) | 2024 Half-Year (MOP million) | Change | | :--- | :--- | :--- | :--- | | Gross Profit | 10.2 | 11.9 | Decreased by 1.7 million | | Gross Profit Margin | 6.0% | 20.1% | Decreased by 14.1 percentage points | - The Group completed the acquisition of a Hong Kong company holding SFC Type 4 (advising on securities) and Type 9 (asset management) licenses, marking its entry into the financial services sector[7](index=7&type=chunk)[28](index=28&type=chunk) [Prospects and Outlook](index=6&type=section&id=Prospects%20and%20Outlook) The Group maintains cautious optimism for the future, anticipating construction and renovation opportunities from ongoing investments in Macau's integrated resorts, expanding construction material trading through vertical integration, developing financial services for institutional and high-net-worth clients, and pursuing strategic acquisitions for sustainable growth - Ongoing investments by major integrated resort operators in Macau for property upgrades and new developments create potential construction and renovation opportunities for the Group[9](index=9&type=chunk) - Plans to expand the construction material trading business through vertical integration to generate synergies with construction services and enhance project profit margins[9](index=9&type=chunk) - Following the acquisition of the SFC-licensed company, the Group will actively develop financial services capabilities, offering securities advisory and asset management services, focusing on institutional and high-net-worth individual clients[9](index=9&type=chunk) - The Group will continue to evaluate strategic acquisition opportunities and partnerships to expand its market presence in Macau, Hong Kong, the Greater Bay Area, and the Asia-Pacific region, aiming for sustainable long-term growth[10](index=10&type=chunk) [Financial Review](index=7&type=section&id=Financial%20Review) The Group's revenue surged by **190.0% to MOP170.8 million**, driven by renovation projects and new construction material sales, yet gross profit and margin declined due to lower-margin projects, while other income decreased, other gains and losses turned positive, impairment losses reduced, administrative expenses remained stable, and profit for the period decreased by approximately **MOP2.0 million**, with no dividends paid Revenue Breakdown (MOP thousand) | Revenue Type | 2025 Half-Year | 2024 Half-Year | Change (MOP thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Renovation Projects | 167,117 | 58,923 | 108,194 | 183.6% | | Others (Construction Materials) | 3,717 | — | 3,717 | 100% | | **Total** | **170,834** | **58,923** | **111,911** | **190.0%** | Gross Profit and Gross Profit Margin Breakdown (MOP thousand) | Revenue Type | 2025 Gross Profit | 2025 Gross Profit Margin (%) | 2024 Gross Profit | 2024 Gross Profit Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Renovation Projects | 9,865 | 5.9 | 12,061 | 20.5 | | Others | 308 | 8.3 | (210) | — | | **Total** | **10,173** | **6.0** | **11,851** | **20.1** | - Other income decreased from **MOP6.7 million** in the first half of 2024 to **MOP2.9 million** in the first half of 2025, primarily due to reduced insurance claims[15](index=15&type=chunk) - Other gains and losses turned from a loss of **MOP1.0 million** in the first half of 2024 to a gain of **MOP0.9 million** in the first half of 2025, mainly comprising net exchange gains[16](index=16&type=chunk) - Impairment losses decreased by approximately **MOP2.0 million** or **159.5%**, primarily due to the settlement of certain long-aged trade receivables[17](index=17&type=chunk) - Profit for the period was approximately **MOP0.5 million**, a decrease of approximately **MOP2.0 million** compared to the same period last year[19](index=19&type=chunk) - No dividends were paid, declared, or proposed for the six months ended June 30, 2025[20](index=20&type=chunk) [Corporate Finance and Risk Management](index=9&type=section&id=Corporate%20Finance%20and%20Risk%20Management) The Group's liquidity is primarily from operating cash, with total cash and bank balances increasing to **MOP146 million**, while the gearing ratio decreased to **5.2%** and the current ratio was **1.9 times**, maintaining a stable capital structure and diversifying business through a new acquisition, though facing currency fluctuation risks without hedging, increased employee costs due to new projects, and various operational and economic risks Liquidity and Financial Resources (MOP million) | Indicator | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Total Cash and Bank Balances | 146 | 117 | Increased by 29 | | Gearing Ratio | 5.2% | 9.2% | Decreased by 4.0 percentage points | | Current Ratio | 1.9 times | 2.0 times | Decreased by 0.1 times | - The Group completed the acquisition of a Hong Kong company holding SFC Type 4 and Type 9 licenses to further diversify its business portfolio and expansion[28](index=28&type=chunk) - The Group is exposed to currency risk, primarily from transactions denominated in HKD, RMB, and USD, with no foreign currency hedging policy currently in place[30](index=30&type=chunk) - As of June 30, 2025, the number of full-time employees increased to **232** (December 31, 2024: **159**), mainly to support newly awarded renovation projects in the Macau market, with total staff costs of approximately **MOP14.5 million** (first half of 2024: **MOP8.8 million**)[31](index=31&type=chunk) - Key risks include changes in construction material and labor costs, poor project management or delays, fluctuations in project cash flows, reliance on subcontractors, ability to retain key management personnel and talent, and global economic uncertainties[35](index=35&type=chunk) Other Information [Directors' and Chief Executives' Interests in Shares, Underlying Shares, and Debentures of

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 的 內 容 概 不 負 責 ， 對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明 ， 並 明 確 表 示 ， 概 不 對 因 本 公 告 全 部 或 任 何 部 份 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任 。 全年業績公告 2024/2025 新世 界 百貨 中 國有 限公 司（「本 公 司」）董 事會 欣 然 宣布，本 公司 及 其 附 屬 公 司 截 至 2025年 6月 30日 止 年 度 的 經 審 核 全 年 業 績 。 本 公 告 列 載 本公 司 的2025年年 報全 文，並符 合 香港 聯合 交 易所 有 限公 司證 券 上市 規則 中 有關 全 年業 績初 步 公告 的 相關 規定 。 承 董 事會 命 主席 張 輝 熱 香港 ，2025年9月25日 於 本 公 告 日 期 ， 執 行 董 事 為 張 輝 熱 先 生 、 謝 惠 芳 女 士 、 趙 慧 嫻 女 士 、 劉 富 强 先 生 及 陳 ...

| 一. | 業績摘要 | 2 | | --- | --- | --- | | 二. | 管理層討論與分析 | 5 | | | （一） 行業描述 | 5 | | | （二） 業務回顧 | 6 | | | （三） 財務回顧 | 8 | | 三. | 其他資料 | 15 | | | （一） 董事、監事及最高行政人員的權益及淡倉 | 15 | | | （二） 主要股東及其他人士的權益及淡倉 | 15 | | | （三） 企業管治守則 | 17 | | | （四） 獨立非執行董事 | 18 | | | （五） 審計委員會 | 18 | | | （六） 上市發行人董事及監事進行證券交易的標準守則 | 18 | | | （七） 購買、贖回或出售本公司之股份 | 19 | | | （八） 僱員 | 19 | | | （九） 公眾持股量 | 19 | | | （十） 重大收購及出售 | 19 | | | （十一）其他事項 | 20 | | | （十二）報告期後事項 | 21 | | 四. | 公司資料 | 22 | | | 審閱報告 | 24 | | | 資產負債表（未經審計） | 25 | | | 利潤表（未經審計） | ...

塗鴉智能 目錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 重點摘要 | 4 | | 管理層討論與分析 | 6 | | 業務回顧及展望 | 12 | | 企業管治 | 15 | | 其他資料 | 20 | | 中期財務資料審閱報告 | 40 | | 未經審計簡明合併財務報表及附註 | 41 | | 釋義 | 80 | 公司資料 王學集先生 （聯席董事長兼本公司首席執行官） 陳燎罕先生 （聯席董事長） 楊懿先生 張燕女士 獨立非執行董事 黃宣德先生 邱昌恒先生 郭孟雄先生 葉栢東先生 審計委員會 黃宣德先生 （主席） 郭孟雄先生 葉栢東先生 薪酬委員會 執行董事 王學集先生 邱昌恒先生 （主席） 葉栢東先生 提名委員會 張燕女士 邱昌恒先生 （主席） 郭孟雄先生 企業管治委員會 邱昌恒先生 （主席） 葉栢東先生 聯席公司秘書 柴曉浪先生 鄧景賢女士 授權代表 楊懿先生 鄧景賢女士 中國總部及主要營業地點 中國 浙江省 杭州市西湖區 華策中心A座10層 郵編：310012 羅兵咸永道會計師事務所 執業會計師 註冊公眾利益實體審計師 香港 中環 太子大廈22樓 02 塗鴉智能 202 ...

此年報（「年報」）備有英文及中文版。已收取英文或中文版年報之股東，均可向本公司股票登記處卓佳證券 登記有限公司（地址為香港夏慤道16號遠東金融中心17樓）提出書面要求，索取以另一種語言編製的年報版本。 年報（英文及中文版）已於本公司網站www.sino.com登載。凡選擇以本公司網站瀏覽所登載之公司通訊 （其中包括但不限於年報、財務摘要報告（如適用）、中期報告、中期摘要報告（如適用）、會議通告、 上市文件、通函及代表委任表格）以代替任何或所有印刷本之股東，均可要求索取年報之印刷本。 凡選擇或被視為已同意以透過本公司網站之電子方式收取公司通訊之股東，如在本公司網站收取或瀏覽 年報時遇有困難，可於提出要求下即獲免費發送年報印刷本。 股東可隨時發出書面通知予本公司股票登記處，卓佳證券登記有限公司，郵寄地址為香港夏慤道16號 遠東金融中心17樓，或透過電郵地址sinoland83-ecom@vistra.com，要求更改所選擇收取公司通訊的 語言版本及收取方式（印刷方式或以透過本公司網站之電子方式）。 目 錄 二零二五年年報 信和置業有限公司 1 2 公司資料 3 集團財務摘要 7 主席報告 21 業務回顧 58 可 ...

Corporate Information [Board of Directors and Committees](index=4&type=section&id=Board%20of%20Directors%20and%20Committees) The company's Board of Directors comprises executive directors Zhao Linghuan (Chairman), Wang Xiaolong, Jing Shen, and independent non-executive directors Leung Kwai Ki, Lo Wai Yan, and Zhuo Ping, with audit, remuneration, and nomination committees ensuring effective corporate governance - The Chairman of the Board is Mr. Zhao Linghuan, with executive directors including Mr. Wang Xiaolong and Mr. Jing Shen[6](index=6&type=chunk)[7](index=7&type=chunk) - Independent non-executive directors include Mr. Leung Kwai Ki (also Chairman of the Audit and Remuneration Committees), Mr. Lo Wai Yan, and Ms. Zhuo Ping[6](index=6&type=chunk)[7](index=7&type=chunk) [Company Details and Advisors](index=4&type=section&id=Company%20Details%20and%20Advisors) The company is registered in the Cayman Islands with its principal place of business in Central, Hong Kong, banking with Citibank and China Merchants Bank, audited by PwC, and listed under stock code 1488 - The company's registered office is in the Cayman Islands, with its principal place of business located at Two International Finance Centre, Central, Hong Kong[7](index=7&type=chunk)[12](index=12&type=chunk) - Principal bankers include Citibank (Hong Kong) Limited and China Merchants Bank Co., Ltd. in Hong Kong, and Industrial and Commercial Bank of China and China Merchants Bank Co., Ltd. in mainland China[9](index=9&type=chunk)[10](index=10&type=chunk)[12](index=12&type=chunk) - The auditor is PricewaterhouseCoopers, and the stock code is **1488**[11](index=11&type=chunk)[12](index=12&type=chunk) Management Discussion and Analysis [Performance Review](index=6&type=section&id=Performance%20Review) In the first half of 2025, the Group's total system sales remained stable, but system sales and financial statement revenue for Group-branded directly operated and franchised restaurants declined due to industry slowdown, increased competition, and weak consumption, prompting brands to adjust strategies Group System Sales and Revenue Overview for H1 2025 | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change | Remarks | | :--- | :--- | :--- | :--- | :--- | | Total system sales of the Group and associates | 1,716 | 1,715 | Stable | Includes sales from all directly operated and franchised restaurants | | Group-branded system sales | 274 | 325 | -13.6% | Primarily due to intense market competition | | Group financial statement revenue | 190 | 244 | -22.0% | Primarily due to intense market competition | - As of June 30, 2025, the total number of stores across all brands under the Group and its associates was **1,131**, largely consistent with the same period in 2024[14](index=14&type=chunk)[18](index=18&type=chunk) - The overall growth of China's catering industry has slowed, market consolidation has intensified, consumer demand is more focused on price sensitivity and differentiated products, and price wars on food delivery platforms have increased pressure on corporate profitability[15](index=15&type=chunk)[18](index=18&type=chunk) - HooHoo Valley Chinese fast food leverages food delivery platform traffic, strengthens its freshly-cooked advantage, and launches new products to counter market competition; Xinladao Fish Hotpot responds to competition by piloting new models, upgrading products, expanding with light assets, and enhancing brand image[16](index=16&type=chunk)[17](index=17&type=chunk)[19](index=19&type=chunk) - Associate brand 'Meet Noodles' enhances competitiveness through price advantage, product variety, and multi-period operations, also expanding into the Hong Kong market; 'Baozaihuang' has over **200** stores nationwide, innovating with a 'stove-around' model to enhance dining experience[21](index=21&type=chunk)[24](index=24&type=chunk) - The Group continues to leverage the 'Co-creation Camp' platform to integrate ecosystem and industry resources, aiming to broaden revenue streams, strengthen industry cooperation, and drive innovative development[22](index=22&type=chunk)[24](index=24&type=chunk) [Revenue](index=7&type=section&id=Revenue) The Group's revenue for the first half of 2025 decreased by 22.0% year-on-year to RMB 190.3 million, primarily due to lower restaurant operations and food delivery revenue, while sales of food ingredients saw a slight increase Group Revenue Composition and YoY Change | Revenue Source | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Restaurant operations revenue | 71.7 | 116.2 | -38.3% | | Food delivery business revenue | 73.6 | 84.9 | -13.3% | | Sales of food ingredients revenue | 45.0 | 42.9 | +4.9% | | **Total Revenue** | **190.3** | **244.0** | **-22.0%** | - The decrease in restaurant operations revenue is primarily attributable to intensified market competition[23](index=23&type=chunk)[25](index=25&type=chunk) - The decline in food delivery business revenue is mainly due to a reduction in the number of stores[23](index=23&type=chunk)[25](index=25&type=chunk) [Cost and Expense Analysis](index=8&type=section&id=Cost%20and%20Expense%20Analysis) In the first half of 2025, several of the Group's costs and expenses decreased in absolute terms, but their percentage of revenue increased due to a larger revenue decline, indicating pressure on profitability, with employee benefit expenses and property rentals significantly down, while raw material costs as a percentage of revenue rose Changes in Key Costs and Expenses | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change | % of Revenue (2025 vs 2024) | | :--- | :--- | :--- | :--- | :--- | | Raw materials consumed and changes in inventories of finished goods | 83.5 | 99.8 | -16.3% | 43.9% vs 40.9% | | Online platform service fees and delivery fees | 13.4 | 16.1 | -16.8% | - | | Employee benefit expenses | 55.1 | 76.2 | -27.7% | 29.0% vs 31.2% | | Depreciation of right-of-use assets | 24.8 | 30.4 | -18.4% | 13.0% vs 12.5% | | Depreciation and amortisation of other assets | 6.7 | 8.9 | -24.7% | 3.5% vs 3.6% | | Property rentals and other related expenses | 4.6 | 8.2 | -43.9% | 2.4% vs 3.4% | | Other expenses | 18.5 | 22.5 | -17.8% | 9.7% vs 9.2% | - Raw material costs as a percentage of revenue increased from **40.9%** in H1 2024 to **43.9%** in H1 2025, primarily due to reduced revenue[26](index=26&type=chunk)[31](index=31&type=chunk) - Employee benefit expenses decreased by **27.7%**, mainly due to fewer directly operated stores, resulting in reduced employee working hours and cost control[28](index=28&type=chunk)[33](index=33&type=chunk) - Property rentals and other related expenses significantly decreased by **43.9%**, primarily due to the closure of some stores and relocation to lower-rent premises[36](index=36&type=chunk)[42](index=42&type=chunk) [Profitability and Loss](index=9&type=section&id=Profitability%20and%20Loss) In the first half of 2025, the Group's loss for the period narrowed to RMB 36.2 million, primarily benefiting from reduced operating losses and improved profitability of associates Changes in Key Profitability Indicators | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Share of profit/(loss) of associates | 5.9 (Profit) | (5.8) (Loss) | Turned profitable | | Net finance costs | 24.3 | 23.9 | +1.7% | | Income tax expense | 0.6 | 0.5 | +20.0% | | **Loss for the period** | **(36.2)** | **(46.6)** | **Loss narrowed by 22.3%** | - Associates turned from a loss of **RMB 5.8 million** in H1 2024 to a profit of **RMB 5.9 million** in H1 2025, primarily due to contributions from high-performing brands[38](index=38&type=chunk)[44](index=44&type=chunk) - Net finance costs slightly increased, mainly due to higher interest on convertible bonds[39](index=39&type=chunk)[45](index=45&type=chunk) [Non-GAAP Financial Measure](index=10&type=section&id=Non-GAAP%20Financial%20Measure) Excluding interest on convertible bonds, the adjusted loss for the first half of 2025 narrowed to RMB 15.4 million, compared to RMB 26.7 million in the same period of 2024 Reconciliation of Loss for the Period to Adjusted Loss | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the period | (36,167) | (46,569) | | Interest on convertible bonds | 20,748 | 19,869 | | **Adjusted loss for the period** | **(15,419)** | **(26,700)** | - Interest on convertible bonds is considered a non-operating item and does not reflect the operating results of the Group's principal business[49](index=49&type=chunk)[54](index=54&type=chunk) [Balance Sheet Highlights](index=10&type=section&id=Balance%20Sheet%20Highlights) As of June 30, 2025, the Group's right-of-use assets, inventories, trade and other receivables, trade and other payables, and lease liabilities all decreased, while total borrowings and convertible bonds increased Changes in Key Assets and Liabilities | Indicator | June 30, 2025 (RMB million) | Dec 31, 2024 (RMB million) | Change | | :--- | :--- | :--- | :--- | | Right-of-use assets | 69.3 | 95.3 | -27.2% | | Inventories | 18.0 | 23.3 | -22.8% | | Trade and other receivables | 60.7 | 62.3 | -2.6% | | Trade and other payables | 114.6 | 116.3 | -1.5% | | Borrowings | 37.8 | 20.9 | +80.9% | | Convertible bonds and related interest | 658.5 | 647.8 | +1.6% | | Lease liabilities | 80.0 | 103.8 | -22.9% | - Inventory turnover days slightly increased from **43 days** in 2024 to **45 days** in H1 2025, primarily due to reduced revenue[56](index=56&type=chunk)[62](index=62&type=chunk) - Lease liabilities decreased mainly due to rental payments for existing leases and the closure of some stores in H1 2025[61](index=61&type=chunk)[67](index=67&type=chunk) - The total amount of convertible bonds and related interest increased, mainly due to interest accrued during the reporting period and the impact of exchange rate fluctuations[60](index=60&type=chunk)[66](index=66&type=chunk) [Future Outlook and Strategy](index=12&type=section&id=Future%20Outlook%20and%20Strategy) Despite intense competition in the catering industry, the Group remains confident in its long-term growth potential and will continue to implement strategic deployments, including enhancing brand enterprise value, optimizing directly operated businesses, leveraging the capitalization process of quality brands, and exploring diversified investment empowerment models - The Group will contribute to its profit by enhancing brand enterprise value and optimizing the performance of its directly operated businesses[68](index=68&type=chunk)[71](index=71&type=chunk)[74](index=74&type=chunk) - The Group plans to leverage the capitalization process of quality brands to achieve value enhancement and cash inflow[68](index=68&type=chunk)[71](index=71&type=chunk)[74](index=74&type=chunk) - The Group will explore diversified investment empowerment models, including store investments, to expand business growth points[68](index=68&type=chunk)[71](index=71&type=chunk)[74](index=74&type=chunk) - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025[68](index=68&type=chunk)[71](index=71&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=12&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of June 30, 2025, the Group's total deficit attributable to owners expanded, and current liabilities exceeded current assets, but with internal cash flow, borrowings, convertible bond financing, and the extension of convertible bond maturity, the Board believes the Group has sufficient funds to meet its debt obligations and capital expenditures for the next 12 months Liquidity and Capital Structure Overview | Indicator | June 30, 2025 (RMB million) | Dec 31, 2024 (RMB million) | | :--- | :--- | :--- | | Total deficit attributable to owners | 250.2 | 220.2 | | Current assets | 162.2 | 152.7 | | Current liabilities | 911.7 | 897.7 | | Current ratio | 0.18 | 0.17 | | Outstanding borrowings | 37.8 | 20.9 | | Cash and cash equivalents | 24.3 | 21.3 | | Net cash to equity ratio | 0.054 | -0.002 | - The Group's capital structure comprises debt (convertible bonds, lease liabilities, and borrowings) and equity attributable to equity holders of the Company (share capital and reserves)[78](index=78&type=chunk)[82](index=82&type=chunk) - The maturity date of the convertible bonds has been extended by **25 months** to December 23, 2027, with all accrued interest payment dates similarly extended[77](index=77&type=chunk)[81](index=81&type=chunk) [Capital Commitments and Significant Investments](index=13&type=section&id=Capital%20Commitments%20and%20Significant%20Investments) As of June 30, 2025, the Group had no significant capital commitments but held two material investments, "Meet Noodles" and "Tianshuilai," each exceeding 5% of total Group assets by book value, and is committed to supporting associate development through platform synergies - As of June 30, 2025, the Group had no contracted capital expenditure for property, plant and equipment not provided for in the condensed consolidated interim financial information[79](index=79&type=chunk)[83](index=83&type=chunk) Overview of Significant Investments (as of June 30, 2025) | Investee | Equity Interest | Book Value (RMB million) (Equity Method) | % of Group's Total Assets | | :--- | :--- | :--- | :--- | | Meet Noodles | 17.16% | 61.1 | 7.9% | | Tianshuilai | 25.03% | 52.4 | 6.8% | - 'Meet Noodles' is a leading modern Chinese noodle restaurant operator, with its store network expanding from **170** at the end of 2022 to **360** at the end of 2024[86](index=86&type=chunk)[89](index=89&type=chunk) - 'Tianshuilai' operates the 'Baozaihuang' brand, with over **200** stores nationwide, primarily directly operated[87](index=87&type=chunk)[89](index=89&type=chunk) - The Group has established a multi-brand investment matrix across regions, industries, and diverse business formats, implementing internal controls to effectively monitor investment projects[88](index=88&type=chunk)[89](index=89&type=chunk) [Other Financial and Operational Aspects](index=15&type=section&id=Other%20Financial%20and%20Operational%20Aspects) During the reporting period, the Group had no significant M&A or disposal activities, nor clear future major investment plans, with no pledged assets or material contingent liabilities, while the gearing ratio increased to 159%, and employee numbers decreased, but good employee relations, training, and competitive compensation were maintained - For the six months ended June 30, 2025, the Group had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures[91](index=91&type=chunk)[97](index=97&type=chunk) - As of the reporting date, the Group currently has no definite plans for significant investments and capital assets[92](index=92&type=chunk)[98](index=98&type=chunk) - As of June 30, 2025, the Group had no pledged assets or material contingent liabilities[93](index=93&type=chunk)[94](index=94&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk) Gearing Ratio | Indicator | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Gearing ratio | 159% | 152% | - The Group's business is primarily conducted in HKD and RMB, exposing it to foreign exchange risk, but no forward contracts were entered into for hedging during the reporting period[96](index=96&type=chunk)[102](index=102&type=chunk) - As of June 30, 2025, the Group had approximately **1,303** employees, a decrease from **1,582** as of December 31, 2024[103](index=103&type=chunk)[106](index=106&type=chunk) - No significant events occurred after the reporting period, other than the extension of convertible bond maturity and the disposal of 'Meet Noodles' equity[104](index=104&type=chunk)[107](index=107&type=chunk) [Shareholder and Governance Information](index=16&type=section&id=Shareholder%20and%20Governance%20Information) The report discloses the shareholdings and long positions of company directors and major shareholders, noting that the employee share option scheme and share award scheme have expired with no new grants in the first half of 2025, and the company complies with corporate governance codes and director securities dealing standards, with the audit committee having reviewed the interim report Directors' and Chief Executive's Long Positions in Shares and Underlying Shares of the Company (as of June 30, 2025) | Name | Capacity | Number of Shares (including issued shares and underlying shares) | Approximate % of the Company's Interest | | :--- | :--- | :--- | :--- | | Mr. Zhao Linghuan | Interest in controlled corporation | 1,701,520,440 (L) | 107.78% | | Mr. Wang Xiaolong | Beneficial owner | 40,255,932 (L) | 2.55% | | Mr. Jing Shen | Beneficial owner | 14,207,976 (L) | 0.90% | - As of June 30, 2025, Sonic Tycoon Limited held **1,183,998,000** shares and beneficially owned convertible bonds with a principal amount of **HKD 610,676,480**, convertible into **517,522,440** shares[112](index=112&type=chunk)[149](index=149&type=chunk) - The employee share option scheme and share award scheme have expired, with no new options or award shares granted during the six months ended June 30, 2025[115](index=115&type=chunk)[118](index=118&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk)[142](index=142&type=chunk) - The Company has complied with the provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules, and the Directors have confirmed compliance with the Model Code for Securities Transactions by Directors[151](index=151&type=chunk)[152](index=152&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) - The Company's Audit Committee has reviewed the unaudited condensed consolidated interim financial information and the interim report for the six months ended June 30, 2025[153](index=153&type=chunk)[157](index=157&type=chunk) [Convertible Bonds Details](index=25&type=section&id=Convertible%20Bonds%20Details) The company signed an amendment deed with investors to extend the maturity date of convertible bonds totaling HKD 1,500,000,000 by 25 months to December 23, 2027, with all accrued interest payment dates similarly extended, an arrangement approved by shareholders and the Stock Exchange - The maturity date of the convertible bonds has been extended from November 23, 2025, to December 23, 2027, with all accrued interest payment dates similarly extended[159](index=159&type=chunk)[162](index=162&type=chunk) - As of June 30, 2025, the outstanding principal of the convertible bonds was **HKD 610,676,480**, convertible into **517,522,440** shares at an initial conversion price of **HKD 1.18** per share[161](index=161&type=chunk)[163](index=163&type=chunk) Changes in Company Share Capital Structure (Assuming Full Conversion of Convertible Bonds) | Shareholder | June 30, 2025 (Number of Shares) | June 30, 2025 (%) | After Full Conversion (Number of Shares) | After Full Conversion (Estimated %) | | :--- | :--- | :--- | :--- | :--- | | Investor | 1,183,998,000 | 75.00 | 1,701,520,440 | 81.17 | | Public | 394,666,000 | 25.00 | 394,666,000 | 18.83 | | **Total** | **1,578,664,000** | **100.00%** | **2,096,186,440** | **100.00%** | - No potentially dilutive shares were included in the calculation of diluted loss per share for H1 2025, as they had an anti-dilutive effect[167](index=167&type=chunk) Interim Condensed Consolidated Statement of Comprehensive Income [Key Financial Performance Indicators](index=28&type=section&id=Key%20Financial%20Performance%20Indicators) For the six months ended June 30, 2025, the Group's revenue decreased by 22.0% year-on-year to RMB 190.3 million, with loss for the period narrowing to RMB 36.2 million, primarily due to reduced operating losses and profit contributions from associates, and basic and diluted loss per share both at RMB 2.08 cents Key Data from the Consolidated Statement of Comprehensive Income for H1 2025 | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 190,271 | 243,952 | | Other income | 5,513 | 10,290 | | Raw materials consumed and changes in inventories of finished goods | (83,533) | (99,802) | | Employee benefit expenses | (55,144) | (76,163) | | Share of profit/(loss) of associates | 5,914 | (5,793) | | Loss before tax | (35,569) | (46,119) | | Income tax expense | (598) | (450) | | **Loss for the period** | **(36,167)** | **(46,569)** | | Loss per share attributable to equity holders of the Company (Basic) | (2.08) cents | (2.86) cents | | Loss per share attributable to equity holders of the Company (Diluted) | (2.08) cents | (2.86) cents | - Other comprehensive income for the period was **RMB 6,153 thousand**, primarily from exchange differences arising on translation of overseas operations[174](index=174&type=chunk) Interim Condensed Consolidated Balance Sheet [Key Financial Position Indicators](index=30&type=section&id=Key%20Financial%20Position%20Indicators) As of June 30, 2025, the Group's total assets were RMB 773.0 million, total liabilities were RMB 1,023.2 million, resulting in a total deficit of RMB 250.2 million, with current liabilities significantly exceeding current assets, mainly due to convertible bonds Key Data from the Consolidated Balance Sheet as of June 30, 2025 | Indicator | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | **Non-current assets** | **610,750** | **648,936** | | Property, plant and equipment | 38,516 | 44,353 | | Right-of-use assets | 69,323 | 95,303 | | Investments in associates | 151,300 | 153,759 | | **Current assets** | **162,223** | **152,746** | | Inventories | 18,001 | 23,335 | | Trade and other receivables | 55,919 | 53,209 | | Cash and cash equivalents | 24,346 | 21,325 | | **Total assets** | **772,973** | **801,682** | | **Current liabilities** | **911,689** | **897,680** | | Trade and other payables | 114,603 | 116,282 | | Lease liabilities (current portion) | 35,391 | 46,473 | | Borrowings | 37,839 | 20,860 | | Convertible bonds | 658,482 | 647,780 | | **Non-current liabilities** | **111,475** | **124,179** | | Lease liabilities (non-current portion) | 44,640 | 57,344 | | **Total liabilities** | **1,023,164** | **1,021,859** | | **Total deficit** | **(250,191)** | **(220,177)** | - As of June 30, 2025, the Group's current liabilities exceeded current assets by **RMB 749,466 thousand**, primarily due to convertible bonds being classified as current liabilities[178](index=178&type=chunk)[192](index=192&type=chunk) Interim Condensed Consolidated Statement of Changes in Equity [Equity Movements](index=32&type=section&id=Equity%20Movements) For the six months ended June 30, 2025, the deficit attributable to equity holders of the Company increased from RMB 249.6 million at the beginning of the period to RMB 276.3 million, mainly due to the loss for the period, partially offset by an increase in exchange reserves Key Data from the Consolidated Statement of Changes in Equity for H1 2025 | Indicator | Jan 1, 2025 (RMB thousand) | June 30, 2025 (RMB thousand) | | :--- | :--- | :--- | | Share capital | 133,023 | 133,023 | | Share premium | 693,388 | 693,388 | | Reserves | (11,664) | (5,511) | | Accumulated losses | (1,257,984) | (1,290,843) | | Deficit attributable to equity holders of the Company | (249,626) | (276,332) | | Non-controlling interests | 29,449 | 26,141 | | **Total deficit** | **(220,177)** | **(250,191)** | - Loss for the period attributable to equity holders of the Company was **RMB 32,859 thousand**[180](index=180&type=chunk) - Other comprehensive income for the period, primarily from exchange differences, was **RMB 6,153 thousand**[180](index=180&type=chunk) Interim Condensed Consolidated Statement of Cash Flow [Cash Flow Activities](index=33&type=section&id=Cash%20Flow%20Activities) For the six months ended June 30, 2025, the Group generated net cash of RMB 16.6 million from operating activities, had net cash outflows of RMB 6.1 million from investing activities and RMB 7.5 million from financing activities, resulting in a net increase of RMB 3.0 million in cash and cash equivalents Key Data from the Consolidated Statement of Cash Flow for H1 2025 | Cash Flow Category | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Net cash generated from operating activities | 16,618 | 14,641 | | Net cash (used in)/generated from investing activities | (6,120) | 6,059 | | Net cash used in financing activities | (7,469) | (23,754) | | Net increase/(decrease) in cash and cash equivalents | 3,029 | (3,054) | | Cash and cash equivalents at end of period | 24,346 | 32,602 | - Cash outflows from investing activities primarily included additions to property, plant and equipment, purchase of intangible assets, and purchase of financial assets measured at fair value[182](index=182&type=chunk) - Cash outflows from financing activities primarily included repayment of borrowings and payment of lease liabilities, partially offset by loans from related parties and proceeds from borrowings[183](index=183&type=chunk) Notes to the Condensed Consolidated Interim Financial Information [General Information](index=35&type=section&id=General%20Information) Bai Fu Holdings Limited and its subsidiaries primarily engage in chain restaurant operations, with the company registered in the Cayman Islands and its ultimate controlling shareholder being Mr. Zhao Linghuan, and the financial information presented in RMB and unaudited - The Group is principally engaged in chain restaurant operations[184](index=184&type=chunk) - The Company's ultimate controlling shareholder is Mr. Zhao Linghuan, who is also the Chairman of the Company[185](index=185&type=chunk)[188](index=188&type=chunk) - The condensed consolidated interim financial information is presented in RMB and is unaudited[186](index=186&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk) [Basis of Preparation and Going Concern](index=35&type=section&id=Basis%20of%20Preparation%20and%20Going%20Concern) This financial information is prepared in accordance with HKAS 34 and presented on a going concern basis; despite current liabilities exceeding current assets, the Board believes the Group has sufficient funds for the next 12 months, considering the extended convertible bond maturity and future cash flows from operations and investing activities - This condensed consolidated interim financial information has been 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 Appendix D2 to the Listing Rules[187](index=187&type=chunk)[191](index=191&type=chunk) - As of June 30, 2025, the Group's current liabilities exceeded its current assets by **RMB 749,466 thousand**, including convertible bonds with a carrying amount of **RMB 658,482 thousand**[192](index=192&type=chunk)[196](index=196&type=chunk) - The maturity date of the convertible bonds has been extended by **25 months** to December 23, 2027, with this extension arrangement effective from July 8, 2025[193](index=193&type=chunk)[194](index=194&type=chunk)[196](index=196&type=chunk) - The Directors believe that, based on the extension arrangement and the Group's ability to generate net cash inflows from future operating and investing activities, the Group has sufficient funds to meet its debt obligations and capital expenditure requirements for the next **12 months**, thus the financial information is prepared on a going concern basis[195](index=195&type=chunk)[197](index=197&type=chunk) [Principal Accounting Policies](index=37&type=section&id=Principal%20Accounting%20Policies) This financial information is prepared on a historical cost basis, except for financial assets measured at fair value, and the Group has adopted HKAS 21 (amended) while disclosing new and amended standards not yet adopted, which are expected to have a general impact on future financial statement presentation and disclosures - This condensed consolidated interim financial information has been prepared on the historical cost convention, except for financial assets measured at fair value through profit or loss, which are measured at fair value[198](index=198&type=chunk)[202](index=202&type=chunk) - The Group has first applied HKAS 21 (amendment) 'Lack of Exchangeability' from January 1, 2025, with no significant impact expected[199](index=199&type=chunk)[200](index=200&type=chunk)[202](index=202&type=chunk) - New and amended standards not yet adopted include HKFRS 9, HKFRS 7 amendments, HKFRS 18, and HKFRS 19, with HKFRS 18 expected to have a general impact on the presentation and disclosures of the Group's financial statements[201](index=201&type=chunk)[204](index=204&type=chunk)[205](index=205&type=chunk)[210](index=210&type=chunk) [Financial Risk Management](index=38&type=section&id=Financial%20Risk%20Management) The Group faces market risks (including currency and cash flow interest rate risks), credit risk, and liquidity risk, and as of June 30, 2025, its financial assets measured at fair value primarily consist of unlisted wealth management products valued using the discounted cash flow method - The Group's operations are exposed to market risk (including currency risk and cash flow interest rate risk), credit risk, and liquidity risk[208](index=208&type=chunk)[212](index=212&type=chunk) - There were no changes in risk management policies during the reporting period[209](index=209&type=chunk)[213](index=213&type=chunk) Assets Measured at Fair Value (as of June 30, 2025) | Asset Category | Level 1 (RMB thousand) | Level 2 (RMB thousand) | Level 3 (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Investments in unlisted wealth management products | — | — | 28,545 | 28,545 | - For unlisted wealth management products, valuation is performed using the discounted cash flow method, with key assumptions including expected return rates and discount rates[226](index=226&type=chunk)[227](index=227&type=chunk) [Revenue and Segment Information](index=42&type=section&id=Revenue%20and%20Segment%20Information) The Group's chief operating decision-maker reviews the Group as a whole, thus no operating segment information is presented, with revenue primarily from restaurant operations, food delivery, and sales of food ingredients, mainly in China, and no single external customer accounting for over 10% of revenue - The Group's chief operating decision-maker reviews the Group as a whole, and thus no operating segment information is presented[229](index=229&type=chunk)[230](index=230&type=chunk)[232](index=232&type=chunk) Revenue Breakdown from Contracts with Customers | Revenue Source | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Restaurant operations | 71,696 | 116,163 | | Food delivery business | 73,567 | 84,865 | | Sales of food ingredients | 45,008 | 42,924 | | **Total** | **190,271** | **243,952** | - The Group's principal market is in China, with sales to overseas customers contributing less than **10%**, and no non-current assets located outside China[234](index=234&type=chunk)[236](index=236&type=chunk) [Other Income](index=43&type=section&id=Other%20Income) In the first half of 2025, the Group's other income was RMB 5.5 million, a 46.4% year-on-year decrease, primarily due to reduced franchise and management service income Composition of Other Income | Revenue Source | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Franchise income | 3,561 | 7,703 | | Government grants | — | 220 | | Income from wealth management product investments | 79 | 169 | | Management service income | 1,066 | 1,733 | | Loan interest income | 162 | 159 | | Others | 396 | 555 | | **Total** | **5,513** | **10,290** | - Government grants primarily comprise tax refunds and amortisation of deferred government grants, with no unfulfilled conditions[238](index=238&type=chunk) - Management service income primarily includes fees charged for providing commercial, management, and administrative support services[238](index=238&type=chunk) [Other Expenses](index=44&type=section&id=Other%20Expenses) In the first half of 2025, the Group's other expenses were RMB 18.5 million, a 17.8% year-on-year decrease, primarily due to reduced routine maintenance expenses Composition of Other Expenses | Expense Category | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Routine maintenance expenses | 4,006 | 7,419 | | Advertising and marketing expenses | 2,387 | 2,952 | | Business development expenses | 2,951 | 3,940 | | Professional service fees | 2,409 | 2,427 | | Auditor's remuneration (audit services) | 900 | 900 | | Other expenses | 5,838 | 4,826 | | **Total other expenses** | **18,491** | **22,464** | - A significant reduction in routine maintenance expenses was the primary reason for the decrease in other expenses[240](index=240&type=chunk) [Finance Income and Expenses](index=44&type=section&id=Finance%20Income%20and%20Expenses) In the first half of 2025, the Group's net finance costs were RMB 24.3 million, a slight increase from the same period in 2024, primarily influenced by interest on convertible bonds and related party loans Composition of Finance Income and Expenses | Category | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest income from bank deposits | 25 | 58 | | Interest on convertible bonds | (20,748) | (19,869) | | Interest on lease liabilities | (2,194) | (3,517) | | Interest on bank borrowings | (144) | (149) | | Interest on loans from related parties | (854) | — | | Others | (344) | (468) | | **Net finance costs** | **(24,259)** | **(23,945)** | - Interest on convertible bonds and interest on loans from related parties were the main reasons for the increase in net finance costs[242](index=242&type=chunk) [Income Tax Expense](index=45&type=section&id=Income%20Tax%20Expense) In the first half of 2025, the Group's income tax expense was RMB 0.6 million, an increase from the same period in 2024, primarily due to withholding income tax on dividends received from associates Composition of Income Tax Expense | Category | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Hong Kong profits tax | — | — | | Withholding income tax on dividends from associates | 379 | — | | China corporate income tax | 42 | 50 | | Deferred tax | 177 | 400 | | **Total** | **598** | **450** | - Hong Kong profits tax adopts a two-tiered tax rate system, and the corporate income tax rate for PRC subsidiaries is **25%**[246](index=246&type=chunk)[247](index=247&type=chunk)[250](index=250&type=chunk)[251](index=251&type=chunk) - Dividends received from PRC associates are subject to withholding income tax at a rate of **10%**[248](index=248&type=chunk)[252](index=252&type=chunk) [Loss for the Period](index=46&type=section&id=Loss%20for%20the%20Period) The Group's loss for the first half of 2025 was after deducting total depreciation and amortisation of RMB 31.5 million, and total property rentals and other lease-related expenses of RMB 4.6 million Key Deductions for Loss for the Period | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Depreciation of right-of-use assets | 24,826 | 30,444 | | Depreciation of property, plant and equipment | 6,493 | 8,408 | | Amortisation of intangible assets | 167 | 461 | | **Total depreciation and amortisation** | **31,486** | **39,313** | | Total property rentals and other lease-related expenses | 4,578 | 8,181 | | Auditor's remuneration (audit services) | 900 | 900 | [Loss Per Share](index=47&type=section&id=Loss%20Per%20Share) For the six months ended June 30, 2025, the Group's basic and diluted loss per share were both RMB 2.08 cents, a narrowing from RMB 2.86 cents in the same period of 2024, with dilutive potential ordinary shares excluded from diluted loss per share calculation due to their anti-dilutive effect Loss Per Share | Indicator | H1 2025 (RMB cents) | H1 2024 (RMB cents) | | :--- | :--- | :--- | | Basic loss per share | (2.08) | (2.86) | | Diluted loss per share | (2.08) | (2.86) | - Basic loss per share is calculated based on the loss for the period attributable to equity holders of the Company of **RMB 32,859 thousand** and the weighted average number of ordinary shares in issue of **1,578,664 thousand** shares[257](index=257&type=chunk)[260](index=260&type=chunk) - The calculation of diluted loss per share did not assume the issue of any dilutive potential ordinary shares as they had an anti-dilutive effect[259](index=259&type=chunk)[261](index=261&type=chunk) [Investments in Associates](index=50&type=section&id=Investments%20in%20Associates) As of June 30, 2025, the Group's investments in associates had a book value of RMB 151.3 million, a slight decrease from the beginning of the period, with new investments of RMB 1.01 million and a share of profit of RMB 5.9 million recognized during the period Changes in Investments in Associates | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Balance at beginning of period | 153,759 | 229,848 | | Additions | 1,010 | — | | Share of profit/(loss) for the period | 5,914 | (5,793) | | Dividends declared by associates | (3,539) | — | | Disposal | (1,500) | — | | Exchange differences on translation | (4,344) | 1,758 | | **Balance at end of period** | **151,300** | **225,813** | - Investments in associates generated a share of profit of **RMB 5,914 thousand** for the period, compared to a loss of **RMB 5,793 thousand** in the same period of 2024[267](index=267&type=chunk) [Trade and Other Receivables](index=51&type=section&id=Trade%20and%20Other%20Receivables) As of June 30, 2025, the Group's net trade and other receivables totaled RMB 60.7 million, a slight decrease from the end of 2024, comprising net trade receivables of RMB 9.5 million and net other receivables of RMB 51.3 million Net Trade and Other Receivables | Category | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade receivables — net | 9,461 | 7,720 | | Other receivables — net | 51,258 | 54,601 | | **Trade and other receivables — net** | **60,719** | **62,321** | Ageing Analysis of Trade Receivables (by invoice date) | Ageing | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 6 months | 5,061 | 5,304 | | Over 6 months | 4,110 | 6,094 | | **Total** | **9,414** | **11,155** | - Other receivables primarily include consideration receivable related to partial disposal of investments in associates, rental deposits, and amounts due from related parties[279](index=279&type=chunk) [Trade and Other Payables](index=54&type=section&id=Trade%20and%20Other%20Payables) As of June 30, 2025, the Group's total trade and other payables were RMB 114.6 million, a slight decrease from the end of 2024, comprising trade payables of RMB 33.7 million and other payables and accruals of RMB 80.9 million Trade and Other Payables | Category | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade payables | 33,680 | 36,649 | | Other payables and accruals | 80,923 | 79,633 | | **Total** | **114,603** | **116,282** | Ageing Analysis of Trade Payables (by invoice date) | Ageing | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 6 months | 17,915 | 20,675 | | Over 6 months | 15,765 | 15,974 | | **Total** | **33,680** | **36,649** | - Other payables and accruals primarily include wages, salaries and other employee benefits, deposits received for partial disposal of investments in associates, accrued renovation costs, and amounts due to franchisees[289](index=289&type=chunk) [Borrowings](index=57&type=section&id=Borrowings) As of June 30, 2025, the Group's total borrowings were RMB 37.8 million, a significant 80.9% increase from the end of 2024, with all borrowings due within 12 months and a weighted average annual interest rate of 5.58% Composition and Maturity of Borrowings | Category | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Secured bank borrowings | 2,600 | 1,600 | | Unsecured and unguaranteed bank borrowings | 10,000 | 10,000 | | Borrowings from related parties | 18,239 | 9,260 | | Borrowings from third parties | 7,000 | — | | **Total borrowings** | **37,839** | **20,860** | | Due within 12 months or less | 37,839 | 20,860 | Weighted Average Annual Interest Rate | Indicator | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Borrowings | 5.58% | 5.16% | - As of June 30, 2025, bank borrowings of **RMB 2.6 million** were guaranteed by third parties[294](index=294&type=chunk) [Convertible Bonds](index=58&type=section&id=Convertible%20Bonds) As of June 30, 2025, convertible bonds had a carrying amount of RMB 658.5 million, all classified as current liabilities, with changes in both the liability and equity components during the period due to interest expenses and exchange differences Composition of Convertible Bonds | Category | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Convertible bonds (current portion) | 658,482 | 647,780 | | Convertible bonds (non-current portion) | — | — | | **Total** | **658,482** | **647,780** | - The carrying amount of all convertible bonds was classified as current liabilities because their original maturity dates were within **12 months** from the respective balance sheet dates[296](index=296&type=chunk)[297](index=297&type=chunk) Changes in Components of Convertible Bonds | Item | Liability Component (RMB thousand) | Equity Component (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | | Jan 1, 2025 | 647,780 | 104,294 | 752,074 | | Interest expense | 20,748 | — | 20,748 | | Exchange differences | (10,046) | — | (10,046) | | **June 30, 2025** | **658,482** | **104,294** | **762,776** | [Share-Based Payments](index=61&type=section&id=Share-Based%20Payments) As of June 30, 2025, 18,944 thousand share options remained unexercised under the employee share option scheme, with a weighted average exercise price of HKD 1.08 per option and a remaining contractual life of 2 years, while 35,520 thousand award shares remained unvested under the share award scheme, with an average exercise price of HKD 0.54 per share Changes in Employee Share Option Scheme | Indicator | Jan 1, 2025 (thousand options) | June 30, 2025 (thousand options) | | :--- | :--- | :--- | | Number of outstanding share options | 18,944 | 18,944 | | Weighted average exercise price per option (HKD) | 1.08 | 1.08 | | Exercisable at June 30 | — | — | - As of June 30, 2025, the weighted average remaining contractual life for outstanding share options was **2 years**[307](index=307&type=chunk)[308](index=308&type=chunk) Changes in Share Award Scheme | Indicator | Jan 1, 2025 (thousand shares) | June 30, 2025 (thousand shares) | | :--- | :--- | :--- | | Number of award shares | 35,520 | 35,520 | | Average exercise price per award share (HKD) | 0.54 | 0.54 | [Related and Connected Party Disclosures](index=63&type=section&id=Related%20and%20Connected%20Party%20Disclosures) The Group engaged in several significant related party transactions, including convertible bond interest, sales/purchases of goods and services, and loans, with net amounts due from related parties of RMB 14.95 million and borrowings from related parties of RMB 18.24 million as of June 30, 2025 Significant Related Party Transactions (H1 2025) | Related Party Name | Relationship | Nature of Transaction | Amount (RMB thousand) | | :--- | :--- | :--- | :--- | | Jie Heng Limited | Parent company | Interest on convertible bonds | 20,748 | | Quan Jin Cheng Enterprise Management (Beijing) Co., Ltd. | Key management personnel have significant influence | Sales of goods and services | 590 | | Quan Jin Cheng Food Processing (Beijing) Co., Ltd. | Key management personnel have significant influence | Purchase of goods | 773 | | United Strength Arch Limited | Controlled by ultimate controlling company | Loans received | 9,120 | | United Strength Arch Limited | Controlled by ultimate controlling company | Interest expense | 854 | Outstanding Balances Arising from Related Party Transactions (as of June 30, 2025) | Category | Amount (RMB thousand) | | :--- | :--- | | Trade receivables | 3,875 | | Other receivables — current | 11,969 | | Other receivables — non-current | 2,981 | | Other current assets — prepayments | 2,132 | | **Total assets** | **20,957** | | Trade payables | 5,464 | | Other payables | 62 | | Contract liabilities | 128 | | Borrowings | 18,239 | | **Total liabilities** | **23,893** | - Other amounts due from related parties include secured and unsecured loans, and receivables for management service fees (for which expected credit loss provisions have been made)[321](index=321&type=chunk) [Events After the Balance Sheet Date](index=66&type=section&id=Events%20After%20the%20Balance%20Sheet%20Date) In addition to the convertible bond maturity extension, the company completed the disposal of a 1.71% equity interest in Guangzhou Meet Noodles Catering Co., Ltd. on August 5, 2025, expected to generate a pre-tax gain of approximately RMB 42 million - The Company entered into an equity transfer agreement on July 31, 2025, and completed the disposal of a **1.71%** equity interest in Guangzhou Meet Noodles Catering Co., Ltd. on August 5, 2025[325](index=325&type=chunk)[327](index=327&type=chunk) - This disposal is expected to generate a pre-tax gain of approximately **RMB 42 million**, calculated based on the carrying value of the investment and the disposal consideration on the disposal date[326](index=326&type=chunk)[327](index=327&type=chunk)

Financial Performance - For the six months ended June 30, 2025, the company reported total revenue of approximately RMB 172.7 million, a decrease of 8.76% compared to RMB 189.3 million in the same period of 2024[12]. - Gross profit for the same period was RMB 21.2 million, reflecting a decline of 21.15% from RMB 26.9 million year-on-year[12]. - Profit before tax decreased by 54.67% to RMB 6.7 million, down from RMB 14.8 million in the previous year[12]. - The net profit for the period was RMB 5.9 million, a decrease of 52.22% compared to RMB 12.4 million in 2024[12]. - Revenue for the six months ended June 30, 2025, was approximately RMB 172.7 million, a decrease of about 8.76% from RMB 189.3 million for the same period in 2024[24]. - Total sales revenue of aluminum alloy turbines decreased by approximately 9.03% to RMB 167.3 million for the six months ended June 30, 2025, compared to RMB 183.9 million in 2024[25]. - Operating profit decreased to RMB 4,839 thousand, a decline of 60.4% from RMB 12,238 thousand in the previous year[92]. - Net profit for the period was RMB 5,947 thousand, a decrease of 52.3% compared to RMB 12,447 thousand in 2024[93]. - Basic and diluted earnings per share were RMB 0.006, down from RMB 0.012 in the previous year[93]. Assets and Liabilities - The total assets as of June 30, 2025, amounted to RMB 498.9 million, representing a slight increase of 1.06% from RMB 493.6 million at the end of 2024[13]. - Total liabilities decreased by approximately 0.46% from RMB 93.2 million as of December 31, 2024, to RMB 92.7 million as of June 30, 2025[39]. - Current assets rose by approximately 5.48% from RMB 397.1 million as of December 31, 2024, to RMB 418.8 million as of June 30, 2025, primarily due to increases in inventory and loans to related parties[39]. - Current liabilities were approximately RMB 83.4 million as of June 30, 2025, slightly down from RMB 83.7 million as of December 31, 2024[40]. - The company's total equity increased to RMB 406,136 thousand from RMB 400,455 thousand at the end of 2024[96]. Sales and Market Performance - The company sold over 468.4 thousand aluminum alloy wheels during the reporting period, with domestic and overseas sales accounting for approximately 32.75% and 67.25% of total revenue, respectively[15]. - Revenue from small, medium, and large aluminum alloy wheels was approximately RMB 35.6 million, RMB 118.4 million, and RMB 13.3 million, respectively[15]. - Overseas market sales accounted for approximately 65.14% of total revenue, with overseas sales revenue decreasing by about 13.91% to RMB 112.5 million[27]. - The company had 110 customers in China and 85 customers in overseas markets as of June 30, 2025[17]. Research and Development - The company successfully developed 187 new products during the first half of 2025[16]. - The company’s research and development costs increased by 2.85% to approximately RMB 6.9 million for the six months ended June 30, 2025[34]. - Research and development costs for the six months ended June 30, 2025, totaled RMB 6,850,000, compared to RMB 6,660,000 in 2024, reflecting an increase of 2.9%[116]. Cash Flow and Investments - Operating cash flow for the six months ended June 30, 2025, was RMB 10,125,000, compared to RMB 2,297,000 for the same period in 2024, representing a significant increase[101]. - Net cash generated from operating activities was RMB 9,409,000, a turnaround from a net cash used of RMB (429,000) in the previous year[101]. - The company incurred a net cash outflow from investing activities of RMB (31,194,000), an improvement from RMB (44,470,000) in the prior year[101]. Corporate Governance - The company has committed to high standards of corporate governance to protect shareholder interests and enhance corporate value[79]. - The audit committee, consisting of three independent non-executive directors, has reviewed the accounting principles and internal controls for the financial reporting period[86]. - The company has complied with all applicable provisions of the corporate governance code since January 1, 2025[80]. Employee and Compensation - As of June 30, 2025, the total number of employees was 487, with total employee costs amounting to RMB 24.7 million, a slight increase from RMB 24.2 million for the same period in 2024[63]. - The board regularly reviews the compensation policy, which includes mandatory social insurance contributions for employees in China[63]. Stock Options and Dividends - The group has a stock option plan approved on November 18, 2022, allowing for a maximum of 10% of the total issued shares, equating to 100 million shares, to be granted under the plan[70][71]. - The company did not declare any interim dividend for the six months ended June 30, 2025, consistent with the previous period[132].

非執行董事 Hua Medicine 華領醫藥 ( 於開曼群島註冊成立的有限公司 ) 股份代號 : 2552 中期報告 2025 目錄 | 公司資料 | 2 | | --- | --- | | 業務與財務摘要 | 4 | | 管理層討論及分析 | 7 | | 簡明綜合財務報表審閱報告 | 27 | | 簡明綜合損益及其他全面收益表 | 28 | | 簡明綜合財務狀況表 | 29 | | 簡明綜合權益變動表 | 31 | | 簡明綜合現金流量表 | 32 | | 簡明綜合財務報表附註 | 34 | | 其他資料 | 51 | | 釋義 | 57 | 頁次 中期報告 2025 2 公司資料 執行董事 陳力 （首席執行官） 林潔誠 （執行副總裁及首席戰略官） 張怡 （首席醫學官） Robert Taylor NELSEN （主席） 獨立非執行董事 William Robert KELLER 徐耀華 張耀樑 審核委員會 張耀樑 （主席） William Robert KELLER 徐耀華 薪酬委員會 William Robert KELLER （主席） 徐耀華 提名委員會 Robert Taylor NELSEN （ ...

目錄 Contents | Corporate Information | 公司資料 | 02 | | --- | --- | --- | | Financial Highlights | 財務摘要 | 05 | | Definitions | 釋義 | 07 | | Management Discussion and Analysis | 管理層討論與分析 | 10 | | Corporate Governance and Other Information | 企業管治及其他資料 | 32 | | Report on Review of Interim Financial Information | 中期財務資料審閱報告 | 43 | | Condensed Consolidated Statement of Profit or Loss | 簡明綜合損益及其他全面收益表 | 45 | | and Other Comprehensive Income | | | | Condensed Consolidated Statement of Financial Position | 簡明綜合財務狀況表 | 4 ...