2025╈僿㕕⼔ 目錄 重要提示 01 關於我們 第一節 釋義 /6 第二節 公司簡介和主要財務指標 /9 02 經營分析 第三節 管理層討論與分析 /24 03 公司治理 第四節 公司治理、環境和社會 /72 第五節 重要事項 /83 第六節 股份變動及股東情況 /89 第七節 債券相關情況 /96 04 財務報告 第八節 財務報告 /122 一、本公司董事會、監事會及董事、監事、高級管 理人員保證半年度報告內容的真實性、準確性、完整 性，不存在虛假記載、誤導性陳述或重大遺漏，並 承擔個別和連帶的法律責任。 二、公司全體董事出席董事會會議。 三、本半年度報告未經審計。畢馬威華振會計師事務 所（特殊普通合夥）和畢馬威會計師事務所分別根據中 國註冊會計師審閱準則和國際審閱準則出具了審閱意 見。 四、公司負責人霍達、主管會計工作負責人劉傑及會 計機構負責人（會計主管人員）王劍平聲明：保證半年 度報告中財務報告的真實、準確、完整。 五、董事會決議通過的本報告期利潤分配預案或公積 金轉增股本預案 2025年中期公司不計提法定盈餘公積金，以實施權 益分派股權登記日登記的總股本為基數，向全體股東 每10股派發現金紅利1. ...

2025 | 目錄 | | --- | | 財務摘要 | 02 | | --- | --- | | 業務概覽 | 03 | | 管理層討論與分析 | 10 | | 簡明中期綜合損益表 | 35 | | 簡明中期綜合收益表 | 36 | | 簡明中期綜合財務狀況表 | 38 | | 簡明中期綜合權益變動表 | 40 | | 簡明中期綜合現金流量表 | 42 | | 簡明中期綜合財務報表附註 | 44 | | 法定披露 | 80 | | 公司資料 | 101 | | 詞彙定義 | 102 | 財務摘要 | | | 截至6月30日止六個月 | | | --- | --- | --- | --- | | 以人民幣百萬元列示 | | 2025 | 2024 | | 總收入 | | 87,283.1 | 97,838.4 | | 健康 | | 22,565.2 | 23,260.5 | | 快樂 | | 33,721.4 | 43,172.1 | | 富足 | | 27,828.3 | 26,947.3 | | 保險 | | 20,890.3 | 18,457.6 | | 資管 | | 6,938.0 | 8,489.7 ...

(於百慕達註冊成立之有限公司) (incorporated in Bermuda with limited liability) (Stock Code 股份代號：00500) 2025 INTERIM REPORT 2025 INTERIM REPORT 中期報告 中期報告 CONTENTS 目錄 | | | Page(s) 頁 | | --- | --- | --- | | Corporate Information | 公司資料 | 2-3 | | Management Discussion and Analysis | 管理層討論與分析 | 4-13 | | Condensed Consolidated Interim Financial Statements | 簡明綜合中期財務報表 | | | Condensed Consolidated Income Statement | 簡明綜合收益表 | 14 | | Condensed Consolidated Statement of Comprehensive Income | 簡明綜合全面收益表 | 15 | | Condensed Consoli ...

香港交易及結算所有限公司及香港聯合交易所有限公司（「香港聯交所」）對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不會就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。 NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. 新 東 方 教 育 科 技（ 集 團 ）有 限 公 司 * （於開曼群島存續的有限公司） （股份代號：9901） 2025 財年年報 我們欣然發佈我們截至2025年5月31日止財政年度的年報，當中載有我們於本報告期間 的經審核全年業績。本文件乃根據《香港聯合交易所有限公司證券上市規則》第13.46(2) 條作為我們的年報提供予我們的股東。本文件在香港聯交所網站( www.hkexnews.hk )及我 們的網站( http://investor.neworiental.org/ )可供查閱。 目錄概要： | A節：表格20-F的摘錄部分 | 2 | | --- | --- | | — 表格20-F的摘錄章節 | 3 | | — 附件8.1 | 181 | | B節：獨立核數師報告 | 182 | ...

海爾智家股份有限公司 Haier Smart Home Co., Ltd. 2025 中期報告 此中期報告由環保紙印製 ) ytili bail d eti mli h it wa ni h C c of il bupe Rs ' el eop P e th n i d e at r opr ocni y nap moc k cot st ni oj A ( 0966 H Shares Stock Code: 690D D Shares Stock Code: 600690 A Shares Stock Code: 司公限有份股家智爾海 Haier Smart Home Co., Ltd. This interim report is printed on environmental friendly paper 2025 INTERIM REPORT 海爾智家股份有限公司 中期報告 2025 Interim Report 2025 企業簡介 目錄 海爾智家是全球智能家居解決方案的領導者， 提供涵蓋現代生活各個方面的綜合產品組合。 其產品組合可分為四大核心類別：(1)主要家 電，例如冰箱、洗衣機及廚電；(2) ...

[Supplementary Announcement Overview](index=1&type=section&id=%E8%A3%9C%E5%85%85%E5%85%AC%E5%91%8A%E6%A6%82%E8%BF%B0) This announcement supplements the 2024 annual report and prior announcements, providing additional details on Placing A and B proceeds and the new share option scheme - This announcement further supplements the 2024 annual report and previous supplementary announcements[4](index=4&type=chunk) - The supplementary content primarily concerns the use of proceeds from Placing A and Placing B and the new share option scheme[4](index=4&type=chunk) [Use of Proceeds](index=1&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) Net proceeds from Placing A and B were fully utilized for general working capital, consistent with previously disclosed purposes - The net proceeds from Placing A and Placing B have been fully utilized for the Group's **general working capital**[5](index=5&type=chunk) - The use of proceeds aligns with the purposes disclosed in the company's announcements on January 15, 2024, and August 26, 2024[5](index=5&type=chunk) [New Share Option Scheme](index=1&type=section&id=%E6%96%B0%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The new share option scheme, adopted in November 2024, specifies the number of options available for grant and clarifies the revised maximum new shares to be issued - The new share option scheme was adopted on **November 19, 2024**[6](index=6&type=chunk) [Number of Share Options Available for Grant](index=1&type=section&id=%E6%96%B0%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83%E9%A0%85%E4%B8%8B%E5%8F%AF%E4%BE%9B%E6%8E%88%E5%87%BA%E7%9A%84%E8%B3%BC%E8%82%A1%E6%AC%8A%E6%95%B8%E7%9B%AE) As of December 31, 2024, the number of share options available for grant under the new scheme is specified, with none available at year-start - As of January 1, 2024, no share options were available for grant under the scheme mandate limit or the service provider sub-limit[6](index=6&type=chunk) Number of Share Options Available for Grant under New Share Option Scheme as of December 31, 2024 | Item | Number of Share Options (shares) | | :--- | :--- | | Scheme Mandate Limit | 14,535,748 | | Service Provider Sub-limit | 4,360,724 | [Maximum Number of New Shares to be Issued](index=2&type=section&id=%E6%96%B0%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83%E9%A0%85%E4%B8%8B%E5%B0%87%E4%BA%88%E7%99%BC%E8%A1%8C%E6%96%B0%E8%82%A1%E4%BB%BD%E7%9A%84%E6%95%B8%E7%9B%AE%E4%B8%8A%E9%99%90) The Board clarified and revised a clerical error regarding the maximum number of new shares to be issued under the new share option scheme - The Board clarified a clerical error in the supplementary announcement regarding the maximum number of new shares to be issued under the new share option scheme[8](index=8&type=chunk) Revision to Maximum Number of New Shares to be Issued under New Share Option Scheme | Metric | Before Revision | After Revision | | :--- | :--- | :--- | | Maximum New Shares | Not applicable (clerical error) | 14,535,748 shares | | Percentage of Existing Issued Share Capital | Approximately 10.0% | Approximately 9.4% | | Existing Issued Share Capital | 145,357,480 shares | 154,757,480 shares |

( 於中華人民共和國註冊成立的股份有限公司 ) 股份代號 : 2050 2025 中期報告 目錄 2 釋義 4 公司資料 7 管理層討論與分析 21 企業管治及其他資料 37 中期簡明合併財務報表審閱報告 39 中期簡明合併損益表 40 中期簡明合併全面收益表 41 中期簡明合併財務狀況表 43 中期簡明合併權益變動表 44 中期簡明合併現金流量表 45 未經審計中期簡明合併財務報表附註 釋義 | 「A股」 | 指 | 本公司每股面值人民幣1.00元的普通股，以人民幣認購並於深交所上市（股份代 | | --- | --- | --- | | | | 號：002050） | | 「公司章程」 | 指 | 本公司的組織章程 | | 「審計委員會」 | 指 | 董事會的審計委員會 | | 「董事會」 | 指 | 董事會 | | 「中國」 | 指 | 中華人民共和國，但就本報告而言，且僅作地區參考，除文義所指外，本報告 | | | | 中對「中國」的提述均不適用於香港、澳門特別行政區及台灣 | | 「本公司」或「公司」 | 指 | 浙江三花智能控制股份有限公司，一間於中國成立的股份有限公司，其A股（股 | | | | ...

Corporate Information [Board of Directors and Committees](index=4&type=section&id=Board%20of%20Directors%20and%20Committees) The Board of Directors, including executive and non-executive members, ensures sound corporate governance through its audit, remuneration, and nomination committees - The Board Chairman is **Mr. Yu Feng** (Non-executive Director), and the Executive Director is **Mr. Huang Xin** (Acting CEO)[11](index=11&type=chunk)[12](index=12&type=chunk) - The Audit Committee Chairman is **Mr. Zhu Zongyu**, the Remuneration Committee Chairman is **Mr. Qi Daqing**, and the Nomination Committee Chairman is **Mr. Yu Feng**[11](index=11&type=chunk)[12](index=12&type=chunk) [Auditor, Bankers and Offices](index=5&type=section&id=Auditor,%20Bankers%20and%20Offices) The company's auditor is KPMG, with major banks including Bank of Communications; its registered office is in Wan Chai, Hong Kong - The auditor is **KPMG**, a public interest entity auditor registered under the Accounting and Financial Reporting Council Ordinance[14](index=14&type=chunk)[15](index=15&type=chunk) - Major banks include Bank of Communications, China Construction Bank (Asia), Bank of China (Hong Kong), China Minsheng Bank, and HSBC[14](index=14&type=chunk)[15](index=15&type=chunk) - The company website is **www.yff.com**, and the stock code is **376**[15](index=15&type=chunk) Management Discussion and Analysis [Overview](index=6&type=section&id=Overview) Hong Kong's economy grew steadily in H1 2025, with YF Life's new business performing strongly, driving group total assets over HK$100 billion and net profit attributable to equity holders up 142% - Hong Kong's economy recorded steady growth in H1 2025, benefiting from strong exports and improved local demand[17](index=17&type=chunk)[21](index=21&type=chunk) - YF Life's new business performed strongly, driven by increased market demand for quality insurance products and diversified product strategies[17](index=17&type=chunk)[21](index=21&type=chunk) 2025 H1 Key Financial Indicators (HK$ million) | Indicator | 2025 H1 (HK$ million) | 2024 H1 (HK$ million) | Change Rate (%) | | :--- | :--- | :--- | :--- | | Insurance Revenue | 1,532 | 1,378 | 11 | | Consolidated Profit | 765 | 376 | 103 | | Net Profit Attributable to Equity Holders | 486 | 201 | 142 | | Group Total Assets | >100,000 | - | - | | Annualized New Premiums (APE) | - | - | Significant Growth | | Value of New Business (VNB) | - | - | Significant Growth | [Financial Performance Review](index=7&type=section&id=FINANCIAL%20RESULT%20REVIEW) In H1 2025, the group achieved strong financial performance with net operating profit up 23% and net profit attributable to equity holders up 142%, alongside robust growth in total assets and comprehensive equity, and a 6% increase in group embedded value equity H1 2025 Consolidated Profit and Loss Analysis (HK$ million) | Indicator | 2025 | 2024 | Change Rate (%) | | :--- | :--- | :--- | :--- | | Net Operating Profit | 686 | 560 | 23 | | Net Profit Attributable to Owners | 486 | 201 | 142 | | Basic Earnings Per Share (HK$) | 0.13 | 0.05 | 160 | Consolidated Financial Position Analysis as of June 30, 2025 (HK$ million) | Indicator | June 30, 2025 | December 31, 2024 | Change Rate (%) | | :--- | :--- | :--- | :--- | | Total Assets | 105,012 | 96,042 | 9 | | Total Comprehensive Equity | 25,754 | 23,913 | 8 | | Owners' Comprehensive Equity | 17,474 | 16,168 | 8 | | Owners' Comprehensive Equity Per Share (HK$) | 4.52 | 4.18 | 8 | | Group Total Embedded Value Equity | 22,442 | 21,166 | 6 | | Owners' Group Total Embedded Value Equity | 15,143 | 14,232 | 6 | | Owners' Group Total Embedded Value Equity Per Share (HK$) | 3.915 | 3.679 | 6 | - Profit for the period was **HK$765 million**, a **103% increase** from HK$376 million in the prior year, driven by significant growth in insurance business operating profit and positive impacts from investment fair value and exchange rate changes[29](index=29&type=chunk) [Profit Analysis for the Six Months Ended June 30](index=9&type=section&id=Analysis%20on%20profit%20for%20six%20months%20period%20ended%2030%20June) YF Life's net operating profit grew 21% to HK$696 million, while other financial services and corporate segments reduced operating losses by 23% to HK$10 million, with overall profit up 103% due to positive investment returns and currency/discount rate fluctuations Profit Analysis for the Six Months Ended June 30, 2025 (HK$ million) | Indicator | 2025 | 2024 | Change Rate (%) | | :--- | :--- | :--- | :--- | | YF Life Insurance Segment Net Operating Profit | 696 | 573 | 21 | | Other Financial Services and Corporate Segment Operating Loss | (10) | (13) | (23) | | Net Operating Profit | 686 | 560 | 23 | | Short-term Fluctuations in Investment Returns, Exchange Rates, and Discount Rates Related to Insurance Business | 221 | (108) | N/A | | Profit for the Period | 765 | 376 | 103 | [Changes in Total Comprehensive Equity](index=10&type=section&id=Changes%20in%20total%20comprehensive%20equity) As of June 30, 2025, total comprehensive equity increased to HK$25.754 billion, up HK$7.65 billion from the beginning of the year, driven by profit for the period, net fair value reserves, and other net changes 2025 Changes in Total Comprehensive Equity (HK$ million) | Indicator | Amount (HK$ million) | | :--- | :--- | | Balance as of January 1 | 23,913 | | Profit for the Period | 765 | | Net Change in Exchange Reserve and Deferred Tax Impact in Reserves | 168 | | Net Fair Value Reserve and Other Net Changes | 999 | | Dividends Paid by Subsidiaries to Non-controlling Shareholders | (91) | | Balance as of June 30 | 25,754 | | Attributable to Equity Holders of the Company | 17,474 | | Attributable to Non-controlling Interests | 8,280 | [Group Embedded Value and Group Embedded Value Equity](index=11&type=section&id=Group%20embedded%20value%20and%20group%20embedded%20value%20equity) As of June 30, 2025, Group Embedded Value increased 7% to HK$20.567 billion, and Group Embedded Value Equity rose 6% to HK$22.442 billion, reflecting enhanced future profitability - Group EV is a financial metric estimating the comprehensive value of future profits from in-force policies for shareholders, excluding any economic value from future new business[34](index=34&type=chunk)[35](index=35&type=chunk) Group Embedded Value and Group Embedded Value Equity (HK$ million) | Indicator | June 30, 2025 | December 31, 2024 | Change Rate (%) | | :--- | :--- | :--- | :--- | | Group Embedded Value (Group EV) | 20,567 | 19,291 | 7 | | Goodwill and Intangible Assets, Net of Related Tax | 1,875 | 1,875 | - | | Group Embedded Value Equity (Group EV Equity) | 22,442 | 21,166 | 6 | | Attributable to Equity Holders of the Company | 15,143 | 14,232 | 6 | | Attributable to Non-controlling Interests | 7,299 | 6,934 | 5 | [Business Review](index=12&type=section&id=BUSINESS%20REVIEW) During the period, the group's insurance business showed strong growth with significant increases in new business value and annualized new premiums, driven by product diversification, expanded distribution channels, and technology adoption, supported by a stable investment portfolio and strong solvency - The insurance business is authorized to operate long-term insurance, annuity, linked long-term, permanent health insurance, and retirement scheme management in Hong Kong and Macau[38](index=38&type=chunk)[42](index=42&type=chunk) - As of June 30, 2025, the number of exclusive agents was approximately **2,791**, employees approximately **543**, and in-force individual policies exceeded **540,000**[40](index=40&type=chunk)[43](index=43&type=chunk) - 2025 marks YF Life's 50th anniversary in Hong Kong, with the launch of the new "Invesurance" brand concept to highlight its commitment to long-term protection and value enhancement for clients[45](index=45&type=chunk)[47](index=47&type=chunk) [Insurance Business Overview](index=12&type=section&id=Overview_Insurance) YF Life offers diverse insurance products in Hong Kong and Macau, expanding distribution channels and leveraging fintech partnerships, while celebrating its 50th anniversary with the "Invesurance" brand to enhance sales efficiency and customer experience - Flagship products include "Wealth Accumulation Plan,"

重要提示 （一） 本公司董事會、監事會及董事、監事、高級管理人員保證半年度報告內容的真實性、準確性、 完整性，不存在虛假記載、誤導性陳述或重大遺漏，並承擔個別和連帶的法律責任。 （二） 全體董事均出席批准（其中包括）報告期之中期業績之董事會會議。 （三） 本集團之中期財務報告未經審計，但按國際財務報告準則編製的中期財務資料已經安永會計師 事務所審閱並經審計委員會審閱通過。 （四） 公司負責人鄭高清、主管會計工作負責人喻旻昕及會計機構負責人（會計主管人員）鮑嘯鳴聲明： 保證半年度報告中財務報告的真實、準確、完整。 （五） 董事會決議通過的報告期利潤分配預案或公積金轉增股本預案：董事會已建議向全體股東派發 二零二五年中期股息，每股人民幣0.40元（含稅）。董事會未建議用資本公積金轉增資本或送股。 （六） 前瞻性陳述的風險聲明：本半年度報告中所涉及的未來計劃、發展戰略等前瞻性描述不構成公 司對投資者的實質承諾，敬請投資者注意投資風險。 （七） 本集團不存在被控股股東及其他關連方非經營性佔用資金情況。 （八） 本集團不存在違反規定決策程序對外提供擔保的情況。 目錄 | 釋義 | 2 | | --- | --- | | ...

[Company Information](index=3&type=section&id=Company%20Information) This section provides essential corporate governance details and fundamental contact and identification information for the company [Directors and Key Personnel](index=3&type=section&id=Directors%20and%20Key%20Personnel) This chapter lists the company's board members (including executive, non-executive, and independent non-executive directors), authorized representatives, company secretary, auditor, and legal advisors, among other key corporate governance information - Executive Directors include Mr. Jiang Jiang (Chief Executive Officer) and Mr. Wu Lei (Chief Financial Officer)[5](index=5&type=chunk) - Mr. Wong Hok Pan chairs the Audit Committee, Remuneration Committee, and Nomination Committee[5](index=5&type=chunk) - The company's auditor is ZH CPA Limited[6](index=6&type=chunk) [Registration and Contact Information](index=4&type=section&id=Registration%20and%20Contact%20Information) This chapter provides the company's registered office, Hong Kong head office and principal place of business, principal bankers, share registrar, and stock code, among other basic contact and identification information - The company's registered office is located at Clarendon House, Bermuda[6](index=6&type=chunk) - The Hong Kong head office and principal place of business are located at China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong[8](index=8&type=chunk) - The company's stock code is **990**, and its website is www.990.com.hk[8](index=8&type=chunk) [Condensed Consolidated Financial Statements](index=6&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the company's condensed consolidated financial statements, including statements of profit or loss, financial position, changes in equity, cash flows, and detailed explanatory notes [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's revenue significantly decreased by 62% to HKD 10.132 billion, but profit for the period increased by 19.6% year-on-year to HKD 369.9 million, primarily due to improved other income and increased profit contribution from associates Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary (HKD thousands) | Indicator | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 10,132,488 | 26,582,474 | | Cost of sales | (9,761,575) | (25,957,389) | | Gross profit | 370,913 | 625,085 | | Other income, gains and losses | 56,409 | (146,662) | | Selling and distribution expenses | (17,261) | (22,884) | | Administrative expenses | (137,041) | (163,629) | | Profit from operations | 273,020 | 291,910 | | Finance costs | (8,865) | (14,637) | | Share of profit of associates | 140,354 | 64,811 | | Profit before tax | 404,509 | 342,084 | | Income tax expense | (34,603) | (32,900) | | **Profit for the period** | **369,906** | **309,184** | | Profit attributable to owners of the Company | 321,849 | 294,374 | | Profit attributable to non-controlling interests | 48,057 | 14,810 | | Total comprehensive income for the period | 446,025 | 248,002 | | Basic and diluted earnings per share | HK 2.39 cents | HK 2.19 cents | - Other comprehensive income/(loss) for the period shifted from a **loss of HKD 61,182 thousand** in 2024 to a **gain of HKD 76,119 thousand** in 2025, primarily due to changes in exchange differences[12](index=12&type=chunk) [Condensed Consolidated Statement of Financial Position](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets and net assets both increased, with net current assets rising to HKD 5.236 billion, indicating improved liquidity Condensed Consolidated Statement of Financial Position Summary (HKD thousands) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Non-current assets | 2,812,412 | 2,690,320 | | Current assets | 16,829,592 | 16,286,472 | | **Total assets** | **19,642,004** | **18,976,792** | | Current liabilities | 11,593,095 | 11,725,820 | | Non-current liabilities | 14,182 | 14,685 | | **Total liabilities** | **11,607,277** | **11,740,505** | | Net current assets | 5,236,497 | 4,560,652 | | Net assets | 8,034,727 | 7,236,287 | | Total equity | 8,034,727 | 7,236,287 | - Interests in associates increased to **HKD 2.512 billion** from **HKD 2.368 billion** at the end of 2024[13](index=13&type=chunk) - Inventories decreased from **HKD 3.635 billion** at the end of 2024 to **HKD 1.915 billion** as of June 30, 2025[13](index=13&type=chunk) - Cash and bank balances increased to **HKD 7.417 billion** from **HKD 6.396 billion** at the end of 2024[13](index=13&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, equity attributable to owners of the company increased to HKD 6.927 billion, primarily due to profit for the period and capital increase from new share issuance Summary of Changes in Equity Attributable to Owners of the Company (HKD thousands) | Indicator | January 1, 2025 (Audited) | Profit for the period | Other comprehensive income/(loss) for the period | Issue of new shares | Other movements | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Share capital | 33,679 | — | — | 2,037 | — | 35,716 | | Share premium account | 1,877,644 | — | — | 405,363 | — | 2,283,007 | | Capital reserve | 486,616 | — | — | — | (1,885) | 484,731 | | Investment revaluation reserve | (2,995) | — | 581 | — | — | (2,414) | | Exchange fluctuation reserve | (278,229) | — | 83,794 | — | — | (194,435) | | Accumulated profits | 3,998,807 | 321,849 | — | — | — | 4,320,656 | | **Total attributable to owners of the Company** | **6,115,522** | **321,849** | **84,375** | **407,400** | **(1,885)** | **6,927,261** | | Non-controlling interests | 1,120,765 | 48,057 | (8,256) | — | (52,900) | 1,107,466 | | **Total equity** | **7,236,287** | **369,906** | **76,119** | **407,400** | **(54,800)** | **8,034,727** | - In the first half of 2025, the company's issuance of new shares generated **net proceeds of HKD 407,400 thousand**, with **HKD 2,037 thousand** credited to share capital and **HKD 405,363 thousand** to the share premium account[16](index=16&type=chunk)[66](index=66&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash from operating activities was HKD 2.379 billion, net cash used in investing activities was HKD 44.96 million, net cash used in financing activities was HKD 1.136 billion, and cash and cash equivalents at period-end were HKD 3.375 billion Condensed Consolidated Statement of Cash Flows Summary (HKD thousands) | Activity Type | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Net cash from operating activities | 2,379,324 | 4,357,075 | | Net cash used in investing activities | (44,956) | (692,699) | | Net cash used in financing activities | (1,135,956) | (2,056,305) | | Net increase in cash and cash equivalents | 1,198,412 | 1,608,071 | | Cash and cash equivalents at beginning of period | 2,165,073 | 2,689,687 | | Effect of foreign exchange rate changes | 11,193 | (21,150) | | **Cash and cash equivalents at end of period** | **3,374,678** | **4,276,608** | - Net cash from operating activities decreased by **45.4% year-on-year**, primarily due to lower cash generated from operations[19](index=19&type=chunk) - Net cash used in financing activities decreased by **44.8% year-on-year**, mainly due to reduced repayment of trust receipt loans and bank borrowings[19](index=19&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, covering key information such as basis of preparation, adoption of accounting standards, revenue and segment information, profit before tax components, income tax, earnings per share, dividends, asset movements, related party transactions, fair value measurement, and post-reporting period events [Basis of Preparation](index=13&type=section&id=Basis%20of%20Preparation) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and the Listing Rules, with accounting policies consistent with the 2024 annual financial statements, measured on a going concern and historical cost basis - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the HKICPA and the Listing Rules[22](index=22&type=chunk) - The accounting policies and methods of computation are consistent with those used in the annual financial statements for the year ended December 31, 2024[22](index=22&type=chunk) - The condensed consolidated financial statements are prepared on a going concern basis and measured at historical cost, except for certain financial instruments measured at fair value[25](index=25&type=chunk)[26](index=26&type=chunk) [Adoption of New and Revised Hong Kong Financial Reporting Standards](index=14&type=section&id=Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group adopted all new and revised HKFRSs effective January 1, 2025, with no significant impact on accounting policies or financial statement presentation - The adoption of new and revised HKFRSs during the period did not result in significant changes to the Group's accounting policies or presentation of financial statements[27](index=27&type=chunk) [Revenue and Segment Information](index=15&type=section&id=Revenue%20and%20Segment%20Information) Group revenue primarily derives from goods trading and processing sales, and commission income from financial services. Segment data shows a significant decline in distribution, trading, and processing revenue, with a slight decrease in financial services revenue Revenue Analysis (HKD thousands) | Revenue Category | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Sales of goods trading and processing | 9,742,731 | 26,163,372 | | Commission income and brokerage fees from financial services | 139,469 | 144,944 | | Gains from derivative financial instruments | 146,584 | 172,104 | | Interest income from trust and segregated accounts | 109,319 | 108,393 | | **Total revenue** | **10,132,488** | **26,582,474** | Segment Revenue and Profit (HKD thousands) | Segment | 2025 Revenue | 2025 Segment Profit | 2024 Revenue | 2024 Segment Profit | | :--- | :--- | :--- | :--- | :--- | | Distribution, trading and processing | 9,737,116 | 132,980 | 26,157,033 | 244,030 | | Financial services | 395,372 | 159,942 | 425,441 | 63,387 | | **Total** | **10,132,488** | **292,922** | **26,582,474** | **307,417** | Geographical Distribution of Revenue from Contracts with Customers (HKD thousands) | Geographical Market | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Hong Kong | 139,003 | 117,533 | | Singapore | 2,762,721 | 18,626,186 | | China | 6,974,861 | 7,558,258 | | **Total revenue from contracts with customers** | **9,876,585** | **26,301,977** | [Profit Before Tax](index=20&type=section&id=Profit%20Before%20Tax) Profit before tax was influenced by reduced finance costs, lower bank deposit interest income, increased fair value losses on financial assets at profit or loss, and no provision for alleged misappropriation of funds in 2025 Items Deducted From/(Credited To) Profit Before Tax (HKD thousands) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Finance costs | 8,865 | 14,637 | | Interest income from bank deposits | (38,017) | (55,960) | | Loss on fair value changes of financial assets at profit or loss | 13,405 | 5,363 | | Depreciation | 15,387 | 15,485 | | Provision for loss due to alleged misappropriation of funds | — | 167,660 | | Exchange (gain)/loss, net | (4,717) | 36,007 | | Directors' emoluments | 3,040 | 3,440 | | Other staff costs | 92,687 | 105,468 | [Income Tax](index=21&type=section&id=Income%20Tax) The Group's income tax expense primarily arises from China and Singapore, with Singapore operations benefiting from preferential tax rates under the Global Trader Programme (GTP) Income Tax Expense (HKD thousands) | Tax Category | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Hong Kong Profits Tax | 649 | 75 | | PRC Enterprise Income Tax | 16,163 | 9,319 | | Singapore Corporate Income Tax | 17,791 | 23,506 | | **Total** | **34,603** | **32,900** | - Singapore corporate income tax is levied at a **preferential rate of 5%** on income qualifying for the Global Trader Programme (GTP), and at a **standard rate of 17%** on other income[41](index=41&type=chunk) - PRC business income tax provision is calculated at a **rate of 25%**, with tax reductions available for small-profit enterprises[42](index=42&type=chunk) [Earnings Per Share](index=22&type=section&id=Earnings%20Per%20Share) For the six months ended June 30, 2025, basic earnings per share were HK 2.39 cents, with diluted earnings per share being equal to basic earnings per share due to no potential dilutive shares Basic Earnings Per Share Calculation (HKD thousands/thousands of shares) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Profit for the period attributable to owners of the Company for basic earnings per share calculation | 321,849 | 294,374 | | Weighted average number of ordinary shares for basic earnings per share calculation | 13,484,853 | 13,471,345 | | **Basic earnings per share** | **HK 2.39 cents** | **HK 2.19 cents** | - The Company has no instruments that could potentially dilute shares, thus basic and diluted earnings per share are equal[45](index=45&type=chunk) [Dividends](index=23&type=section&id=Dividends) The Board of Directors does not recommend an interim dividend for the period ended June 30, 2025 - The Directors do not recommend an interim dividend for the period ended June 30, 2025 (2024: nil)[48](index=48&type=chunk) - Dividends declared in 2024 amounted to **HKD 269,427 thousand**, representing an interim dividend of **HK 2 cents per ordinary share** for the year ended December 31, 2023[48](index=48&type=chunk) [Movements in Property, Plant and Equipment](index=23&type=section&id=Movements%20in%20Property%2C%20Plant%20and%20Equipment) For the six months ended June 30, 2025, the Group acquired approximately HKD 9.698 million in property, plant, and equipment, with no disposals during the period - The Group acquired approximately **HKD 9,698 thousand** in property, plant, and equipment in the first half of 2025, a significant increase from **HKD 1,452 thousand** in the same period of 2024[49](index=49&type=chunk) - There were no disposals of property, plant, and equipment for the six months ended June 30, 2025[49](index=49&type=chunk) [Investment in Associates](index=23&type=section&id=Investment%20in%20Associates) The Group's total interests in associates increased to HKD 2.512 billion, primarily invested in mining trade and investment holding companies in China and Singapore Investment in Associates (HKD thousands) | Region | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | In China | 544,004 | 526,104 | | In Singapore | 1,968,133 | 1,841,805 | | **Total** | **2,512,137** | **2,367,909** | - Key associates include Lianyungang Hengxintong Mining Co. Ltd. (China, bulk ore trading and processing, **30% interest**), Green Esteel Pte. Ltd. (Singapore, investment holding and iron ore trading, **20.2% interest**), and Shandong Energy Group Ronghui International Trading Co. Ltd. (China, bulk ore trading, **49% interest**)[52](index=52&type=chunk) [Inventories](index=24&type=section&id=Inventories) As of June 30, 2025, the Group's total inventories amounted to HKD 1.915 billion, with finished goods accounting for the vast majority Inventories Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Raw materials | 11,930 | 33,288 | | Finished goods | 1,903,216 | 3,602,063 | | **Total** | **1,915,146** | **3,635,351** | - Total inventories significantly decreased from **HKD 3.635 billion** at the end of 2024, primarily due to a reduction in finished goods[53](index=53&type=chunk) [Trade and Bills Receivables](index=25&type=section&id=Trade%20and%20Bills%20Receivables) As of June 30, 2025, total trade and bills receivables were HKD 2.754 billion, with an average credit term of 30 to 90 days, and no bad debt provision made during the period Trade and Bills Receivables Ageing Analysis (HKD thousands) | Ageing | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | 0 to 90 days | 2,610,096 | 2,330,160 | | 91 to 180 days | 134,909 | 3,941 | | Over 180 days | 9,072 | 10,582 | | **Total** | **2,754,077** | **2,344,683** | - Most of the Group's sales require upfront payment, with the remaining sales conducted via letters of credit or documents against payment, with an average credit term of **30 to 90 days**[55](index=55&type=chunk) - No bad debt provision was made for trade and bills receivables during the interim period or at the end of the reporting period[56](index=56&type=chunk) [Accounts Receivable](index=26&type=section&id=Accounts%20Receivable) As of June 30, 2025, total accounts receivable amounted to HKD 3.393 billion, primarily arising from futures contract trading business Accounts Receivable Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | From futures contract trading business: brokers and dealers - client balances | 2,849,283 | 2,477,386 | | From futures contract trading business: brokers and dealers - company balances | 541,180 | 396,971 | | From financial services: clients | 2,429 | 21,405 | | **Total** | **3,392,892** | **2,895,762** | - Receivables from brokers and dealers are all current and repayable on demand[57](index=57&type=chunk) [Derivative Financial Instruments](index=27&type=section&id=Derivative%20Financial%20Instruments) As of June 30, 2025, derivative assets were HKD 548 million, liabilities were HKD 625 million, resulting in a net liability of HKD 76.46 million Derivative Financial Instruments Assets and Liabilities (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Assets | 548,184 | 415,765 | | Liabilities | (624,643) | (397,397) | | **Total net derivative financial instruments** | **(76,459)** | **18,368** | - Derivative financial instruments primarily consist of futures contracts, including sell and buy contracts[59](index=59&type=chunk) [Prepayments, Deposits and Other Receivables](index=27&type=section&id=Prepayments%2C%20Deposits%20and%20Other%20Receivables) As of June 30, 2025, total prepayments, deposits, and other receivables amounted to HKD 763 million, with trade deposits constituting the major portion Prepayments, Deposits and Other Receivables Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Trade deposits | 595,115 | 191,811 | | Value-added tax recoverable | 68,426 | 313,637 | | Prepayments, deposits and other receivables | 99,904 | 89,379 | | **Total** | **763,445** | **594,827** | - Trade deposits significantly increased from **HKD 192 million** at the end of 2024 to **HKD 595 million** as of June 30, 2025[60](index=60&type=chunk) [Cash and Bank Balances](index=28&type=section&id=Cash%20and%20Bank%20Balances) As of June 30, 2025, the Group's total cash and bank balances were HKD 7.417 billion, including general accounts, restricted deposits, and trust and segregated accounts Cash and Bank Balances Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Bank cash - general accounts | 3,374,678 | 2,165,073 | | Bank cash - restricted deposits | 583,596 | 582,129 | | Bank cash - trust and segregated accounts | 3,458,494 | 3,649,060 | | **Total** | **7,416,768** | **6,396,262** | - Restricted bank deposits primarily serve as collateral for bills payable and bank financing[61](index=61&type=chunk) - Client monies in trust and segregated accounts are liabilities of the Group but cannot be used to settle its own liabilities[61](index=61&type=chunk) [Trade and Bills Payables](index=29&type=section&id=Trade%20and%20Bills%20Payables) As of June 30, 2025, total trade and bills payables were HKD 4.106 billion, with the majority due within 90 days Trade and Bills Payables Ageing Analysis (HKD thousands) | Ageing | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within 90 days | 2,969,603 | 3,311,406 | | 91 to 180 days | 1,108,570 | 542,048 | | 181 to 365 days | 25,725 | 11,364 | | Over one year | 2,475 | 5,283 | | **Total** | **4,106,373** | **3,870,101** | - Total trade and bills payables increased from **HKD 3.870 billion** at the end of 2024[63](index=63&type=chunk) [Accounts Payable](index=29&type=section&id=Accounts%20Payable) As of June 30, 2025, total accounts payable amounted to HKD 5.468 billion, primarily comprising client margin deposits from futures contract trading business Accounts Payable Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | From futures contract trading business | 5,467,849 | 5,775,864 | | **Total** | **5,467,849** | **5,775,864** | - Accounts payable primarily represent client margin deposits received for futures contract trading, repayable upon contract closure[64](index=64&type=chunk) [Amount Due to an Associate](index=30&type=section&id=Amount%20Due%20to%20an%20Associate) As of June 30, 2025, the amount due to an associate was HKD 780 million, which is unsecured, interest-free, and repayable within one year - The amount due to an associate was **HKD 780,000 thousand** (December 31, 2024: **HKD 1,141,920 thousand**)[15](index=15&type=chunk)[65](index=65&type=chunk) - This amount is unsecured, interest-free, and repayable within one year[65](index=65&type=chunk) [Share Capital](index=30&type=section&id=Share%20Capital) As of June 30, 2025, the company's issued and fully paid share capital was HKD 35.716 million, primarily due to the issuance of new shares under general mandate Share Capital Movements (HKD thousands/thousands of shares) | Category | January 1, 2024/December 31, 2024 | Issue of new shares under general mandate | June 30, 2025 | | :--- | :--- | :--- | :--- | | Number of issued and fully paid ordinary shares | 13,471,345 | 815,000 | 14,286,345 | | Issued and fully paid share capital | 33,679 | 2,037 | 35,716 | - On June 13, 2025, the company issued **815 million new ordinary shares** at **HKD 0.5 per share**, for a total consideration of approximately **HKD 407.5 million**, with net proceeds of approximately **HKD 407.4 million**[66](index=66&type=chunk) [Related Party Transactions](index=31&type=section&id=Related%20Party%20Transactions) The Group engaged in several significant related party transactions, including key management personnel compensation, receivables and payables, brokerage and commission income, and sales and purchases of trading goods Key Management Personnel Compensation (HKD thousands) | Compensation Category | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Salaries, allowances and other benefits in kind | 2,940 | 3,360 | | Retirement benefit scheme contributions | 100 | 80 | | **Total** | **3,040** | **3,440** | - Trade receivables from an associate of the Company significantly decreased from **HKD 821 million** at the end of 2024 to **HKD 4.494 million** as of June 30, 2025[69](index=69&type=chunk) - Brokerage and commission income from related parties significantly increased to **HKD 22,333 thousand** in the first half of 2025 (2024: **HKD 13,794 thousand**)[71](index=71&type=chunk) - Sales of trading goods to related parties and income from processing increased to **HKD 134,686 thousand** in the first half of 2025 (2024: **HKD 49,769 thousand**)[71](index=71&type=chunk) [Fair Value Measurement](index=34&type=section&id=Fair%20Value%20Measurement) The Group's financial assets and liabilities are measured using a three-level fair value hierarchy, with Level 3 measurements primarily involving unlisted funds and private equity investments valued using the net asset and market approaches - Fair value measurements are categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[74](index=74&type=chunk) Total Recurring Fair Value Measurements (HKD thousands) | Description | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Financial assets at fair value through other comprehensive income | 20,153 | 19,572 | | Financial assets at fair value through profit or loss | 105,457 | 83,631 | | Net derivative financial instruments | (76,459) | 18,368 | | **Total recurring fair value measurements** | **49,151** | **121,571** | - For Level 3 fair value measurements, unlisted funds are valued using the net asset approach, and equity investments use the market approach (guideline transaction method), considering unobservable inputs such as marketability discounts and P/E multiples[83](index=83&type=chunk)[84](index=84&type=chunk) [Capital Commitments](index=40&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no significant capital commitments - As of June 30, 2025, the Group had no significant capital commitments (December 31, 2024: nil)[85](index=85&type=chunk) [Events After the Reporting Period](index=41&type=section&id=Events%20After%20the%20Reporting%20Period) Post-reporting period events include a change in company name and the signing of two significant acquisition agreements for a 60% interest in an Indonesian nickel mining business and a 60% equity stake in Anhui Chujiang Hengchuang Enterprise Management Consulting Co. Ltd - In July 2025, the company's name changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited' (至源控股有限公司)[87](index=87&type=chunk) - In August 2025, a memorandum of understanding was signed to acquire a **60% interest** in PT Aneka Tambang Resources Indonesia, a nickel commodity mining company, for **USD 9.9 million**[87](index=87&type=chunk) - On August 26, 2025, a sale and purchase agreement was signed to acquire a **60% equity stake** in Anhui Chujiang Hengchuang Enterprise Management Consulting Co. Ltd. for **RMB 900 million**[88](index=88&type=chunk) [Approval of Condensed Consolidated Financial Statements](index=41&type=section&id=Approval%20of%20Condensed%20Consolidated%20Financial%20Statements) The condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025 - The condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025[89](index=89&type=chunk) [Management Discussion and Analysis](index=42&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's financial performance, business operations, future strategies, and key developments, including fundraising activities and risk factors [Financial and Business Review](index=42&type=section&id=Financial%20and%20Business%20Review) For the six months ended June 30, 2025, the Group's revenue significantly decreased by 62%, primarily due to reduced silver and gold bullion trading volume. Despite the revenue decline, profit for the period grew by 19.6%, mainly benefiting from no provision for alleged misappropriation of funds and increased profit contribution from associates Financial and Business Review Summary (HKD thousands) | Indicator | 2025 (H1) | 2024 (H1) | Year-on-year change | | :--- | :--- | :--- | :--- | | Revenue | 10,132,488 | 26,582,474 | -62% | | Profit for the period | 369,906 | 309,184 | +19.6% | | Basic earnings per share (HK cents) | 2.39 | 2.19 | +9.1% | - Revenue from distribution, trading, and processing business decreased from **HKD 26.157 billion** to **HKD 9.737 billion**, primarily due to reduced silver and gold bullion trading volume which ceased in the second half of 2024[94](index=94&type=chunk) - Financial services revenue decreased from **HKD 425 million** to **HKD 395 million**, mainly due to reduced trading activities[94](index=94&type=chunk) - Gross profit decreased from **HKD 625 million** to **HKD 371 million**, primarily due to reduced trading activities in the distribution, trading, and processing segment[94](index=94&type=chunk) - Other income amounted to approximately **HKD 56.41 million** (2024: other losses of approximately **HKD 147 million**), mainly due to no provision for alleged misappropriation of funds during the interim period (2024: **HKD 168 million**) and exchange gains[95](index=95&type=chunk) - Share of profit of associates totaled **HKD 140 million** (2024: **HKD 64.81 million**), primarily from an increased share of profit from Green Esteel Pte. Ltd. associate[96](index=96&type=chunk) [Future Outlook](index=44&type=section&id=Future%20Outlook) The Group will focus on the continued development of its financial services and distribution, trading, and processing businesses, including expanding global derivatives trading, asset management, and commodity trading, while actively seeking acquisition opportunities [Financial Services Business](index=44&type=section&id=Financial%20Services%20Business) The Group offers a wide range of financial services, including lending, securities and derivatives trading and clearing, asset management, and fund management, holding regulatory licenses in major global financial centers to provide a one-stop service model - The Group conducts lending business in Hong Kong through Asia Expansion Limited, targeting Hong Kong corporate clients, with loans typically secured by collateral or guarantees[100](index=100&type=chunk) - The Group holds Type 1 (dealing in securities) and Type 2 (dealing in futures contracts) licenses issued by the Hong Kong Securities and Futures Commission, as well as a Capital Markets Services (CMS) license from the Monetary Authority of Singapore and a license from the UK Financial Conduct Authority (FCA)[102](index=102&type=chunk)[103](index=103&type=chunk) - The Group's subsidiaries have transformed into licensed fund management companies, managing collective investment schemes focused on trading listed derivatives and other capital market products[103](index=103&type=chunk) - BPI Financial Group Ltd (BPI) has gained significant market share in the clearing of international iron ore derivatives, thermal and coking coal, Shanghai crude oil with sulfur, and internationally traded crude oil contracts, and was awarded the SGX Annual Most Active Commodity Futures Broker award[104](index=104&type=chunk) [Distribution, Trading and Processing Business](index=46&type=section&id=Distribution%2C%20Trading%20and%20Processing%20Business) The Group will continue to focus on its development and expansion in Hong Kong, Singapore, China, and Indonesia, actively seeking other acquisition opportunities to broaden its business scope - The Group continues to focus on its development and expansion in Hong Kong, Singapore, China, and Indonesia[105](index=105&type=chunk) - The Group acquired several chemical trading companies in Singapore in 2022 and will actively seek other acquisition opportunities in the future[105](index=105&type=chunk) [Change of Company Name](index=46&type=section&id=Change%20of%20Company%20Name) The company's name was changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited' (至源控股有限公司) in July 2025 to better reflect the Group's future business development and corporate image - In July 2025, the company's name changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited', adopting '至源控股有限公司' as its new Chinese name[106](index=106&type=chunk) - The Board believes that the change of company name will provide a more suitable corporate image and identity for the company, benefiting its future business development[108](index=108&type=chunk) [Fundraising Activities](index=47&type=section&id=Fundraising%20Activities) In June 2025, the company raised approximately HKD 407.4 million net proceeds through new share issuance, primarily for expanding Indonesian operations, acquiring mining rights, nickel and bauxite trading and processing, logistics system construction, and general working capital - On June 13, 2025, the company issued **815 million new shares** at **HKD 0.5 per share**, generating net proceeds of approximately **HKD 407.4 million**[109](index=109&type=chunk) Intended Use of Net Proceeds (HKD 407.4 million) | Purpose | Proportion | | :--- | :--- | | Expansion of Indonesian business (acquisitions or joint ventures) | Approximately 10% to 20% | | Acquisition of mining rights for nickel ore and bauxite deposits | Approximately 30% to 40% | | Trading and processing of nickel ore and bauxite | Approximately 20% to 30% | | Construction of logistics and transportation system and fleet | Approximately 10% to 20% | | General working capital | Remaining portion | - The net proceeds remain unutilized and are expected to be deployed by the **first quarter of 2026**[111](index=111&type=chunk) [Alleged Breach of Fiduciary Duties and Misappropriation of Funds](index=49&type=section&id=Alleged%20Breach%20of%20Fiduciary%20Duties%20and%20Misappropriation%20of%20Funds) Company management discovered alleged misappropriation of funds by a director and employees of a non-wholly owned Singaporean subsidiary, reported it to the police, and initiated legal proceedings. The company implemented internal control review recommendations and believes the incident will not materially adversely affect the Group's daily operations and financial position - The company made a provision of approximately **HKD 167 million** in the first half of 2024 due to alleged misappropriation of funds by a Singaporean subsidiary[113](index=113&type=chunk) - The matter was reported to the Singapore police, and legal actions have been initiated against the alleged director, employees, and counterparties[113](index=113&type=chunk) - RSM Corporate Advisory Pte Ltd was engaged to conduct an internal control review, and its recommendations have been adopted and implemented[114](index=114&type=chunk) - The Board assessed that the alleged misappropriation will not affect the Group's daily operations or materially adversely impact its cash flows, financial position, and business operations[114](index=114&type=chunk) [Interim Dividend](index=50&type=section&id=Interim%20Dividend) The Board of Directors does not recommend an interim dividend for the period ended June 30, 2025 - The Directors do not recommend an interim dividend for the period ended June 30, 2025 (2024: nil)[115](index=115&type=chunk) [Share Repurchase](index=50&type=section&id=Share%20Repurchase) The Board of Directors approved a share repurchase program up to HKD 270 million, but no shares have been repurchased as of the interim report date - The Board has approved a share repurchase program authorizing the company to purchase shares totaling up to approximately **HKD 270 million**[116](index=116&type=chunk) - As of the date of this interim report, the company has not repurchased any of its shares[116](index=116&type=chunk) [Events After the Reporting Period](index=50&type=section&id=Events%20After%20the%20Reporting%20Period) Post-reporting period events include a change in company name and the signing of two significant acquisition agreements for a 60% interest in an Indonesian nickel mining business and a 60% equity stake in Anhui Chujiang Hengchuang Enterprise Management Consulting Co. Ltd - In July 2025, the company's name changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited' (至源控股有限公司)[117](index=117&type=chunk) - In August 2025, a memorandum of understanding was signed to acquire a **60% interest** in PT Aneka Tambang Resources Indonesia, a nickel commodity mining company, for **USD 9.9 million**[117](index=117&type=chunk) - On August 26, 2025, a sale and purchase agreement was signed to acquire a **60% equity stake** in Anhui Chujiang Hengchuang Enterprise Management Consulting Co. Ltd. for **RMB 900 million**[119](index=119&type=chunk) [Pledge of Assets](index=51&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, approximately HKD 584 million in restricted deposits were pledged as collateral for bills payable and bank financing, with no other assets pledged - As of June 30, 2025, restricted deposits of approximately **HKD 583,596 thousand** were pledged as collateral for the Group's bills payable and bank financing[120](index=120&type=chunk) - Save as aforesaid, no other assets of the Group were pledged or encumbered[120](index=120&type=chunk) [Contingent Liabilities](index=51&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[121](index=121&type=chunk) [Material Acquisitions and Disposals](index=51&type=section&id=Material%20Acquisitions%20and%20Disposals) For the period ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures requiring disclosure - For the period ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures requiring disclosure under the Listing Rules[122](index=122&type=chunk) [Share Capital](index=51&type=section&id=Share%20Capital) Details of the company's share capital movements for the period ended June 30, 2025, are provided in Note 19 to the condensed consolidated financial statements - Details of the company's share capital movements for the period ended June 30, 2025, are set out in Note 19 to the condensed consolidated financial statements[123](index=123&type=chunk) [Reserves](index=51&type=section&id=Reserves) Details of the Group's reserve movements during the period are presented in the condensed consolidated statement of changes in equity - Details of the Group's reserve movements during the period are set out in the condensed consolidated statement of changes in equity on page 9 of this interim report[124](index=124&type=chunk) [Key Risks and Uncertainties](index=52&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces multiple key risks and uncertainties, including commodity price volatility, exchange rate risk, counterparty credit and performance risk, interest rate risk, legal, regulatory, and compliance risk, and price risk - Commodity price risk: Revenue and profit are affected by commodity price fluctuations, which may lead to unstable operating results[125](index=125&type=chunk) - Exchange rate fluctuation risk: The Group faces exchange rate fluctuation risk due to RMB-denominated transactions and continuously monitors foreign exchange risk[126](index=126&type=chunk) - Counterparty credit and performance risk: The risk of client non-performance is mitigated by requiring credit support and using credit enhancement products such as letters of credit[127](index=127&type=chunk) - Interest rate risk: Floating-rate debt is primarily used for working capital and is subject to fluctuations in prevailing market interest rates[128](index=128&type=chunk) - Legal, regulatory, and compliance risk: Failure to comply with applicable laws and regulations may result in sanctions, financial losses, or reputational damage; the Group regularly monitors and seeks external professional advice[129](index=129&type=chunk)[131](index=131&type=chunk) - Price risk: Financial assets and derivative instruments measured at fair value through profit or loss are exposed to price risk from equity securities and forward contracts, managed by maintaining a portfolio with diverse risk profiles[132](index=132&type=chunk) [Liquidity and Financial Resources](index=53&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's net current assets and net assets both increased, with a current ratio of 1.45, a gearing ratio of 0.03, and sufficient unutilized bank letter of credit facilities Liquidity and Financial Resources Summary (HKD thousands) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Net current assets | 5,236,497 | 4,560,652 | | Net assets | 8,034,727 | 7,236,287 | | Total loans and other borrowings | 211,452 | 142,930 | | Current ratio | 1.45 | 1.39 | | Gearing ratio | 0.03 | 0.02 | | Unutilized bank letter of credit facilities (HKD equivalent) | 5,626,483 | 4,709,266 | [Capital Expenditure and Capital Commitments](index=54&type=section&id=Capital%20Expenditure%20and%20Capital%20Commitments) The Group's total capital expenditure for the interim period was HKD 9.698 million, primarily for additions to property, plant, and equipment, with no significant capital commitments - The Group's total capital expenditure for the interim period amounted to **HKD 9,698 thousand** (2024: **HKD 1,452 thousand**), primarily for additions to property, plant, and equipment[134](index=134&type=chunk) - As of June 30, 2025, the Group had no significant capital expenditure commitments or capital commitments[134](index=134&type=chunk)[135](index=135&type=chunk) [Future Plans for Material Investments or Capital Assets](index=54&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of June 30, 2025, the Group had no other plans for material investments or capital assets - As of June 30, 2025, the Group had no other plans for material investments or capital assets[136](index=136&type=chunk) [Human Resources](index=54&type=section&id=Human%20Resources) As of June 30, 2025, the Group had 390 employees, with remuneration policies regularly reviewed by the Remuneration Committee and Directors, offering competitive compensation and share options - As of June 30, 2025, the Group had a total of **390 employees**, distributed across Hong Kong (**10**), Singapore (**131**), China (**246**), and the United Kingdom (**3**)[137](index=137&type=chunk) - The Remuneration Committee and Directors regularly review remuneration policies, offering competitive compensation packages and granting share options to selected employees based on the Group's performance[137](index=137&type=chunk) [Other Information](index=55&type=section&id=Other%20Information) This section covers corporate governance, directors' and major shareholders' interests, securities dealings, and audit committee functions, ensuring transparency and compliance [Compliance with Corporate Governance Code](index=55&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules for the six months ended June 30, 2025, with temporary deviations regarding the separation of Chairman and CEO roles and Chairman's attendance at the AGM due to a vacant Chairman position - The company has complied with all code provisions and certain recommended best practices of the Corporate Governance Code set out in Appendix C1 to the Listing Rules[140](index=140&type=chunk) - Due to the Chairman position being vacant since April 1, 2016, Executive Director Mr. Wu Lei temporarily assumed the role of Chairman during the interim period, resulting in a deviation from code provision C.2.1 (separation of roles of Chairman and Chief Executive Officer)[140](index=140&type=chunk) - Mr. Wu Lei attended the Annual General Meeting held on June 30, 2025, fulfilling the requirement of code provision F.2.2 (Chairman of the Board should attend the Annual General Meeting)[140](index=140&type=chunk) [Standard Securities Dealing Code for Directors](index=55&type=section&id=Standard%20Securities%20Dealing%20Code%20for%20Directors) All company directors confirmed compliance with the Standard Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules for the six months ended June 30, 2025 - The company has made specific enquiries to all Directors, and each has confirmed compliance with the requirements of the Standard Code[141](index=141&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=55&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - 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 securities[142](index=142&type=chunk) [Audit Committee](index=55&type=section&id=Audit%20Committee) The Audit Committee, comprising two independent non-executive directors and one non-executive director, is responsible for reviewing the company's annual and interim results, financial reporting, and internal control procedures - The Audit Committee comprises Mr. Wong Hok Pan (Chairman), Ms. Chan Lai Ping, and Mr. Ding Lin[143](index=143&type=chunk) - The Audit Committee has reviewed the Group's unaudited interim financial results for the six months ended June 30, 2025, and discussed accounting principles, internal controls, and financial reporting matters[144](index=144&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures](index=56&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures) As of June 30, 2025, Mr. Ding Lin and Mr. Kang Jian held long positions in the company's shares, with Mr. Kang Jian also holding an interest in a non-wholly owned subsidiary of the company Directors' Long Positions (As of June 30, 2025) | Name of Director | Capacity | Number of Shares Held | Percentage of the Company's Share Capital | | :--- | :--- | :--- | :--- | | Ding Lin | Beneficial Owner | 1,010,000 | 0.007% | | Kang Jian | Beneficial Owner | 2,000,000 | 0.014% | - As of June 30, 2025, Mr. Kang Jian held a **10% interest** in Theme Capital Group Limited, a non-wholly owned subsidiary of the company[146](index=146&type=chunk) - Save as disclosed above, no Director, chief executive, or their associates had any interests or short positions in the shares, underlying shares, and debentures of the company or any of its associated corporations that were required to be recorded[145](index=145&type=chunk) [Disclosable Interests and Short Positions of Persons Other Than Directors and Chief Executive](index=57&type=section&id=Disclosable%20Interests%20and%20Short%20Positions%20of%20Persons%20Other%20Than%20Directors%20and%20Chief%20Executive) As of June 30, 2025, Mr. You Zhenhua was a substantial shareholder of the company, holding direct and indirect interests totaling 60.78% of the issued share capital Major Shareholders' Interests (As of June 30, 2025) | Name of Major Shareholder | Capacity and Nature of Interest | Number of Ordinary Shares Held | Approximate Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. You Zhenhua | Beneficial Owner | 5,820,000 | 0.04% | | | Interest in controlled corporation | 8,676,897,176 | 60.74% | | **Total** | | **8,682,717,176** | **60.78%** | - Mr. You Zhenhua indirectly holds a **100% interest** in Wide Bridge Limited and is therefore deemed to have an interest in the shares held by Wide Bridge[151](index=151&type=chunk) [Directors' Right to Acquire Securities](index=57&type=section&id=Directors%27%20Right%20to%20Acquire%20Securities) During the period, no arrangements were made by the company or its subsidiaries, holding company, or its subsidiaries, enabling directors, chief executives, or their spouses or minor children to acquire benefits by purchasing shares or debentures of the company or any other corporation - At no time during the period did the company, its subsidiaries, its holding company, or any subsidiary of its holding company enter into any arrangements that would enable the directors, chief executive, or their spouses or children under 18 years of age to acquire benefits by purchasing shares or debentures of the company or any other corporation[150](index=150&type=chunk) - Nor did any director of the company or their spouses or children under 18 years of age have any right to subscribe for securities of the company, or had exercised any such rights[150](index=150&type=chunk)