Interim Results Announcement This section presents the unaudited condensed consolidated interim results for the six months ended June 30, 2025, with comparative data Introduction The Board presents the unaudited condensed consolidated interim results for the six months ended June 30, 2025, including comparative figures - This announcement presents the unaudited condensed consolidated interim results of Zhisou Technology Group Limited and its subsidiaries for the six months ended June 30, 2025, with comparative figures for the same period in 20243 Interim Condensed Consolidated Statement of Profit or Loss Profit or Loss Overview The Group achieved a net profit of HK$150,996 thousand, a significant turnaround from a prior-year loss, primarily due to a one-off gain Key Data from Interim Condensed Consolidated Statement of Profit or Loss | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 11,713 | 25,569 | | Gross Profit | 11,713 | 25,569 | | Other income and gains | 14,385 | 271 | | Gain on disposal of a subsidiary | 244,670 | – | | Impairment loss on prepayments, other receivables and other assets | (90,063) | – | | Profit/(Loss) before tax | 150,996 | (11,286) | | Profit/(Loss) for the period | 150,996 | (11,286) | | Basic and diluted earnings/(loss) per share attributable to owners of the parent | 148.45 HK Cents | (11.52) HK Cents | - The profit for the period was primarily contributed by a one-off gain of HK$244,670 thousand from the disposal of a subsidiary4 - Revenue decreased from HK$25,569 thousand in 2024 to HK$11,713 thousand in 20254 Interim Condensed Consolidated Statement of Comprehensive Income Comprehensive Income Overview The Group recorded a total comprehensive profit of HK$150,373 thousand, a significant improvement from a prior-year loss, primarily due to net profit Key Data from Interim Condensed Consolidated Statement of Comprehensive Income | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Profit/(Loss) for the period | 150,996 | (11,286) | | Exchange differences arising from translation of overseas operations | (623) | (1,374) | | Total comprehensive profit/(loss) for the period | 150,373 | (12,660) | - Exchange differences resulted in other comprehensive losses, but had a minor impact on the overall comprehensive profit6 Interim Condensed Consolidated Statement of Financial Position Financial Position Overview The Group's net deficit significantly decreased to HK$224,707 thousand, primarily due to a substantial reduction in current liabilities Key Data from Interim Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total non-current assets | 295,851 | 303,703 | | Total current assets | 60,689 | 139,059 | | Total current liabilities | 581,247 | 824,780 | | Net current liabilities | (520,558) | (685,721) | | Net deficit | (224,707) | (382,018) | - Total current liabilities decreased from HK$824,780 thousand to HK$581,247 thousand, improving the net liability position8 - Cash and cash equivalents slightly decreased from HK$38,826 thousand to HK$37,271 thousand8 Notes to the Interim Condensed Consolidated Financial Statements 1. Company and Group Information Zhisou Technology Group Limited, listed on HKEX, primarily engages in media and cultural businesses, with Dingchuang Investment Limited as its largest shareholder - The Company is principally engaged in media and cultural businesses10 - As of June 30, 2025, the Company had no controlling shareholder, with Dingchuang Investment Limited being the single largest shareholder10 2. Basis of Preparation The interim condensed consolidated financial information is prepared in accordance with HKAS 34 and should be read with annual financial statements - The interim financial information is prepared in accordance with HKAS 3411 3. Changes in Accounting Policies and Disclosures Newly adopted revised HKFRS, including amendments to HKAS 21, had no significant financial impact on the Group's financial position - New standards and amendments had no significant financial impact on the Group's financial position and performance13 4. Operating Segment Information The Group's operating segment is primarily media and cultural businesses, with assets of HK$356,540 thousand and liabilities of HK$581,247 thousand Operating Segment Assets and Liabilities | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Segment assets (Media and cultural businesses) | 356,540 | 442,762 | | Segment liabilities (Media and cultural businesses) | (581,247) | (824,780) | 5. Revenue The Group's revenue from customer contracts significantly decreased to HK$11,713 thousand, all from US market films recognized at a point in time Revenue Analysis | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue from contracts with customers | 11,713 | 25,569 | | Revenue from US market films | 11,713 | 25,569 | | Timing of revenue recognition (at a point in time) | 11,713 | 25,569 | - All revenue was derived from the US market film business1516 6. Profit/Loss Before Tax The Group's profit or loss before tax is influenced by depreciation, net exchange differences, and waived interest payable Items Affecting Profit/Loss Before Tax | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 12 | 254 | | Depreciation of right-of-use assets | – | 1,110 | | Exchange differences, net | 2,668 | (612) | | Interest payable waived | (12,473) | – | 7. Income Tax Expense No Hong Kong profits tax provision was made; other regional income taxes are calculated at local rates, including China (25%) and US (21% federal + 7% California) - There was no income tax expense for the current period or the prior period19 - China's corporate income tax rate is 25%, and the US income tax rate is 21% federal plus 7% California tax18 8. Dividends No interim dividends were paid or declared by the Company for the periods ended June 30, 2025, and 2024 - No interim dividends were paid or declared for the current period or the prior period20 9. Earnings/Loss Per Share Basic earnings per share were 148.45 HK cents, a significant improvement from a prior-year loss, primarily due to increased profit Earnings/Loss Per Share | Metric | 2025 (HK Cents) | 2024 (HK Cents) | | :--- | :--- | :--- | | Basic and diluted earnings/(loss) per share | 148.45 | (11.52) | - Basic earnings per share are calculated based on profit attributable to owners of the parent of HK$150,996 thousand and a weighted average of 101,712,833 shares21 10. Trade Receivables As of June 30, 2025, the Group's trade receivables had a net carrying amount of zero due to full impairment provision Trade Receivables | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade receivables | 18,845 | 96,152 | | Impairment | (18,845) | (96,152) | | Net carrying amount | – | – | - All trade receivables were fully impaired, and the aging analysis showed zero receivables within 6 months22 Management Discussion and Analysis Business and Operations Review Media and cultural businesses are recovering from pandemic and strike impacts, with revenue still affected by delays; a one-off gain from subsidiary disposal led to net profit - Global media businesses are recovering from the impacts of the COVID-19 pandemic and the 2023 US Writers Guild and Actors Guild strikes23 - For the six months ended June 30, 2025, media and cultural business revenue was approximately HK$11.7 million, a year-on-year decrease23 - The period recorded a one-off net gain of approximately HK$244.7 million from the disposal of a subsidiary, resulting in a net profit attributable to owners of the Company of approximately HK$151.0 million23 Media and Culture The Group invested approximately HK$292.8 million in film and TV series productions, director incubation projects, and related prepayments Film and TV Series Productions and Investments | Metric | June 30, 2025 (HK$ Million) | December 31, 2024 (HK$ Million) | | :--- | :--- | :--- | | Film and TV series productions and investments, film director incubation projects and related prepayments | 292.8 | 289.7 | Film and Television Investments and Works The Group invested in several renowned films like "Crazy Rich Asians" and "Midway," achieving global market success and recognition - "Crazy Rich Asians" achieved a global box office of US$238,532,921, marking it as Hollywood's first non-period film with an all-Asian cast in 25 years25 - "Midway" had a global box office of US$126,696,475 and an audience score of 92% on Rotten Tomatoes28 - "Malignant" received praise from legendary horror author Stephen King, with an IMDb rating of 6.3/10 and a Tomatometer approval rating of 76%3132 - "Umma," produced by renowned horror master Sam Raimi and starring Sandra Oh, won the ReFrame Stamp film award36 Film Director Incubation Projects To diversify revenue, the Group engaged 10 directors, developed 44 film projects (38 scripts completed), exploring diverse distribution and financing channels - The Group has engaged 10 directors, including James Wan, Roland Emmerich, Jon M Chu, Robert Zemeckis, Alan Taylor, Jonathan Liebesman, F Gary Gray, Sylvester Stallone, Nattawut Poonpiriya, and Sam Raimi39 - 44 film projects have been developed, with 38 scripts completed40 - Projects will adopt a diversified structure, including streaming distribution, international sales, tax rebates, North American minimum guarantees, and metaverse derivative applications (NFTs/digital collectibles, blockchain games)42 - Revenue sources include recovery of development costs plus profit, production fees, backend participation, return on investment, online/theatrical distribution, IP licensing, merchandise sales, Web3, and metaverse monetization42 Media and Culture Operating Results Media and cultural business revenue was approximately HK$11.7 million, a decrease from the prior year, primarily due to project and revenue delays Media and Culture Operating Results | Metric | 2025 (HK$ Million) | 2024 (HK$ Million) | | :--- | :--- | :--- | | Revenue | 11.7 | 25.6 | | Gross Profit | 11.7 | 25.6 | - Slowdown in business activities and delays in some film and TV series projects negatively impacted future cash flow forecasts43 Financial Review The Group achieved a net profit of HK$151.0 million, primarily due to a one-off gain from subsidiary disposal, improving EPS and reducing net deficit Key Financial Review Data | Metric | 2025 (HK$ Million) | 2024 (HK$ Million) | | :--- | :--- | :--- | | Net profit/(loss) attributable to owners of the Company | 151.0 | (11.3) | | One-off net gain from disposal of a subsidiary | 244.7 | – | | Basic earnings/(loss) per share | 148.45 HK Cents | (11.52) HK Cents | | Net deficit (period-end) | (224.7) | (382.0) | - The turnaround was primarily due to a one-off net gain of approximately HK$244.7 million from the disposal of a subsidiary45 Future Plans and Outlook The Group expects media and cultural businesses to normalize, but economic and strike impacts may persist; plans include metaverse development, digital platforms, and new business expansion - Media and cultural business activities are expected to return to normal levels, but the negative impacts of economic downturns and strikes may persist for several years46 - Plans include leveraging Hollywood IP resources to develop metaverse businesses, advancing digital product platform construction, and establishing subsidiaries in Hong Kong and Mainland China to expand cross-border e-commerce48 - Exploring new business opportunities, including producing short videos and web series (Chinese novel copyrights acquired, with two web series expected to be released in the second half of 2025)48 - Expanding into new energy businesses (supplementary agreement signed, with one-off construction revenue and quarterly service fees expected to be recognized starting in the second half of 2025)48 - The new metaverse business will integrate AI technology into the digital product platform, with testing phases expected to commence around the end of 202548 Significant Investments The Group held no significant investments during the reporting period - No significant investments were held during the period49 Significant Acquisitions and Disposals The Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures requiring shareholder notification - No significant acquisitions or disposals requiring shareholder notification were undertaken during the period50 Interim Dividends The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend51 Capital Structure As of June 30, 2025, the Group's net deficit was approximately HK$224.7 million, an improvement from HK$382.0 million on December 31, 2024 Capital Structure | Metric | June 30, 2025 (HK$ Million) | December 31, 2024 (HK$ Million) | | :--- | :--- | :--- | | Net deficit | (224.7) | (382.0) | Liquidity and Financial Resources The Group funds operations via internal cash, borrowings, and shareholder advances; with HK$37.3 million in cash and a 0.10 current ratio, liquidity is tight, but shareholder support is anticipated - The Group generally funds its operations through internally generated cash flows, interest-bearing borrowings, shareholder advances, and the issue of promissory notes and/or convertible bonds53 Liquidity | Metric | June 30, 2025 (HK$ Million) | December 31, 2024 (HK$ Million) | | :--- | :--- | :--- | | Bank balances and cash | 37.3 | 38.8 | | Current ratio | 0.10 | 0.17 | - The Company believes its shareholders will continue to provide financial assistance to the Group when and if required53 Exchange Rate Fluctuation Risk Most assets, liabilities, and transactions are in HKD, RMB, and USD, posing no significant foreign exchange risk, and no hedging instruments were used - The Group does not face significant foreign exchange risk and therefore has not used any financial instruments for hedging purposes55 Employees and Remuneration Policy As of June 30, 2025, the Group employed 22 staff, with remuneration based on market levels and performance, complemented by a share option scheme Number of Employees | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of employees | 22 | 20 | - Remuneration policy is primarily determined by current market salary levels and individual performance, with employees eligible to participate in a share option scheme56 Other Information Post-Reporting Period Events On July 25, 2025, the Company completed a new share placing, raising HK$38.7 million for debt repayment, new business development, and working capital - A placing of new shares was completed on July 25, 2025, with net proceeds of approximately HK$38.7 million57 - The net proceeds are intended for debt repayment (approximately HK$22.9 million), developing new business opportunities (approximately HK$11.8 million), and supplementing working capital (approximately HK$4.0 million)57 Fundraising Activities and Use of Proceeds On June 2, 2025, the Company completed a new share placing, raising HK$6.9 million for debt repayment and working capital, with HK$2.1 million utilized - A placing was completed on June 2, 2025, with gross proceeds of approximately HK$7.1 million and net proceeds of approximately HK$6.9 million59 Use of Placing Proceeds | Intended Use | Amount Available (HK$ Million) | Actual Amount Utilized (HK$ Million) | Unutilized Balance (HK$ Million) | | :--- | :--- | :--- | :--- | | Debt repayment | 2.1 | – | 2.1 | | General working capital | 4.8 | 2.1 | 2.7 | | Total | 6.9 | 2.1 | 4.8 | Corporate Governance The Board believes the Company complied with all applicable provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules - The Company has complied with all applicable provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules61 Audit Committee The Audit Committee reviewed the Group's unaudited interim financial statements, confirming compliance with applicable accounting standards, Listing Rules, and legal requirements - The Audit Committee has reviewed the interim condensed consolidated financial statements and believes their preparation complies with applicable accounting standards, Listing Rules, and legal requirements62 Purchase, Sale or Redemption of 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 listed securities - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities63 Publication of Interim Results Announcement and Interim Report This interim results announcement has been published on the Company's and Stock Exchange's websites, with the interim report to be published in due course - The interim results announcement has been published on the Company's website (www.zskj.com.hk) and the Stock Exchange's website (http://www.hkexnews.hk)[64](index=64&type=chunk) Acknowledgement Acknowledgement to Stakeholders The Board expresses gratitude to all colleagues for their efforts and thanks all stakeholders for their trust and support - The Board expresses gratitude for the hard work, dedication, loyalty, and integrity of all colleagues65 - Appreciation is extended to all shareholders, customers, business partners, bankers, and other business associates for their trust and support65
智数科技集团(01159) - 2025 - 中期业绩