国开国际投资(01062) - 2025 - 中期业绩

Interim Results Announcement Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The company significantly narrowed its loss during the reporting period, primarily due to a substantial reduction in net fair value losses on financial assets at fair value through profit or loss, despite an increase in general and administrative expenses Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended June 30) | Indicator | For the Six Months Ended June 30, 2025 (HKD) | For the Six Months Ended June 30, 2024 (HKD) | Change (HKD) | | :--- | :--- | :--- | :--- | | Net fair value losses on financial assets at fair value through profit or loss | (4,688,904) | (124,407,119) | 119,718,215 (Loss narrowed) | | Realized gains on disposal of financial assets at fair value through profit or loss | 129,363 | – | 129,363 | | General and administrative expenses | (12,257,082) | (4,062,310) | (8,194,772) (Expense increased) | | Net other income | 115,236 | 3,285,078 | (3,169,842) (Income decreased) | | Finance income | 5,372,132 | 958,654 | 4,413,478 (Income increased) | | Finance costs | (352,696) | – | (352,696) (Cost increased) | | Loss before income tax | (11,681,951) | (124,225,697) | 112,543,746 (Loss narrowed) | | Loss and total comprehensive expense for the period attributable to owners of the Company | (11,681,951) | (124,225,697) | 112,543,746 (Loss narrowed) | | Basic loss per share (HK cents) | (0.40) | (4.28) | 3.88 (Loss narrowed) | | Diluted loss per share (HK cents) | (0.40) | (4.28) | 3.88 (Loss narrowed) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets and equity slightly decreased, while total liabilities significantly reduced, indicating a stable financial structure Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2025 (HKD) | December 31, 2024 (HKD) | Change (HKD) | | :--- | :--- | :--- | :--- | | Assets | | | | | Non-current assets | 686,762,064 | 700,058,544 | (13,296,480) | | Current assets | 313,066,845 | 317,280,983 | (4,214,138) | | Total assets | 999,828,909 | 1,017,339,527 | (17,510,618) | | Equity and Liabilities | | | | | Total equity | 982,444,081 | 994,126,032 | (11,681,951) | | Non-current liabilities | 4,486,918 | 9,327,461 | (4,840,543) | | Current liabilities | 12,897,910 | 13,886,034 | (988,124) | | Total liabilities | 17,384,828 | 23,213,495 | (5,828,667) | | Total equity and liabilities | 999,828,909 | 1,017,339,527 | (17,510,618) | Notes to the Condensed Consolidated Financial Statements Basis of Preparation The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and should be read in conjunction with the 2024 annual financial statements, involving significant management estimates and judgments - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[5] - The preparation of the statements involves significant accounting estimates and judgments by management[5] Accounting Policies The accounting policies applied by the Group are consistent with the 2024 annual financial statements, with new and revised standards adopted having no material impact on the current period's financial statements - Accounting policies are consistent with the 2024 annual financial statements, except for the adoption of new and revised standards[6] - Revisions to Hong Kong Financial Reporting Standards adopted in the current period (e.g., Hong Kong Accounting Standard 21 and Hong Kong Financial Reporting Standard 1 "Lack of Exchangeability") have no material impact on the condensed consolidated financial statements[7] - Standards issued but not yet applied by the Group (e.g., revisions to Hong Kong Financial Reporting Standard 9, 7, 18) are not expected to have a significant impact on the Group's accounting policies[8] Standards Issued But Not Yet Applied by the Group | Standard | Amendments | Effective Date | | :--- | :--- | :--- | | HKFRS 9 and 7 (Amendments) | Classification and Measurement of Financial Instruments | January 1, 2026 | | HKFRS 9 and 7 (Amendments) | Contracts that rely on natural energy production for electricity | January 1, 2026 | | HKFRS 1, 7, 9, 10 and HKAS 7 (Amendments) | Annual Improvements to HKFRS Standards – Volume 11 | January 1, 2026 | | HKFRS 18 | Presentation and Disclosure in Financial Statements | January 1, 2027 | | HK(IFRIC)-Int 5 (Amendments) | Presentation of Financial Statements – Classification by a Borrower of a Term Loan that Contains a Repayment on Demand Clause | January 1, 2027 | | HKFRS 19 | Disclosure Simplification for Non-Publicly Accountable Subsidiaries | January 1, 2027 | | HKFRS 10 and HKAS 28 (2011) (Amendments) | Sale or Contribution of Assets between an Investor and its Associate or Joint Venture | To be determined | Segment Information The Group's primary business is investing in equity and other financial instruments, with the chief operating decision maker regularly reviewing the investment portfolio as a single "investment holding" operating segment, thus no separate segment information is disclosed - The chief operating decision maker, a non-executive director of the Company, regularly reviews the investment portfolio[9] - The Group's principal business is investing in equity and other financial instruments, with financial assets at fair value through profit or loss managed and valued on a total return basis[9] - The Group recognizes only one operating segment, investment holding, and does not disclose separate segment information[9] - The Group's principal place of business is Hong Kong, and non-current assets (excluding financial assets) and revenue are all located in Hong Kong[10] Income Tax Expense No Hong Kong profits tax provision was made for the current period as the Group did not generate assessable profits, but gains from the disposal of investments in mainland China are subject to a 10% withholding tax - Hong Kong profits tax is calculated at 16.5%, but no assessable profits were generated in the current period, so no provision was made[11] - Gains from the disposal of investments in mainland China are subject to a 10% withholding tax[12] Expenses by Nature During the reporting period, the Group's total general and administrative expenses significantly increased, primarily due to substantial rises in depreciation of right-of-use assets, other staff costs, and other expenses Expenses by Nature (For the Six Months Ended June 30) | Expense Item | For the Six Months Ended June 30, 2025 (HKD) | For the Six Months Ended June 30, 2024 (HKD) | Change (HKD) | | :--- | :--- | :--- | :--- | | Employee benefit expenses – Basic salaries and other benefits | 3,359,306 | 2,834,493 | 524,813 | | Employee benefit expenses – Retirement benefit contributions | 168,307 | 291,353 | (123,046) | | Depreciation of right-of-use assets | 4,959,784 | – | 4,959,784 | | Auditor's remuneration | 184,500 | 180,000 | 4,500 | | Investment management fees | 100,000 | 95,200 | 4,800 | | Legal and professional fees | 278,214 | 139,281 | 138,933 | | Others | 3,206,971 | 521,983 | 2,684,988 | | Total general and administrative expenses | 12,257,082 | 4,062,310 | 8,194,772 | Loss Per Share For the six months ended June 30, 2025, the loss attributable to owners of the Company significantly narrowed, leading to a substantial reduction in basic and diluted loss per share Loss Per Share (For the Six Months Ended June 30) | Indicator | For the Six Months Ended June 30, 2025 (HKD) | For the Six Months Ended June 30, 2024 (HKD) | Change (HKD) | | :--- | :--- | :--- | :--- | | Loss attributable to owners of the Company | (11,681,951) | (124,225,697) | 112,543,746 (Loss narrowed) | | Basic and diluted loss per share (HK cents) | (0.40) | (4.28) | 3.88 (Loss narrowed) | - For the periods ended June 30, 2025 and 2024, the Group had no potential dilutive ordinary shares outstanding, thus the basic loss per share amount was not adjusted for dilution[14] Net Asset Value Per Share As of June 30, 2025, the net asset value per share remained stable, consistent with December 31, 2024, reflecting a slight decrease in total net assets with an unchanged total number of shares Net Asset Value Per Share | Indicator | June 30, 2025 (HKD) | December 31, 2024 (HKD) | Change (HKD) | | :--- | :--- | :--- | :--- | | Net asset value per share | 0.34 | 0.34 | 0.00 | - Net asset value per share is calculated based on the condensed consolidated net assets of HKD982,444,081 as of June 30, 2025 (December 31, 2024: HKD994,126,032) and 2,902,215,360 issued ordinary shares[16] Events After the Reporting Date As of the date of this announcement, the directors are not aware of any significant events after the reporting date that require disclosure - The directors are not aware of any significant disclosable events occurring after June 30, 2025, and up to the date of this announcement[17] Management Discussion and Analysis Overall Performance During the reporting period, the Group's loss significantly narrowed, primarily due to a substantial reduction in net fair value losses on financial assets, despite an increase in general and administrative expenses - The Group recorded a loss of approximately HKD11.68 million for the period, a significant reduction compared to approximately HKD124.23 million in the same period last year[19] - The narrowed loss is mainly attributable to net fair value losses on financial assets at fair value through profit or loss of approximately HKD4.69 million, significantly lower than approximately HKD124.41 million in the same period last year[19] - General and administrative expenses increased to approximately HKD12.26 million, compared to approximately HKD4.06 million in the same period last year[19] - Interest income was approximately HKD5.37 million, compared to approximately HKD0.96 million in the same period last year[19] - As of June 30, 2025, net assets decreased to approximately HKD982.44 million (December 31, 2024: approximately HKD994.13 million), with loss per share of approximately HKD0.40 cents (same period last year: approximately HKD4.28 cents)[19] Liquidity, Financial Resources and Capital Structure The Group adopts a prudent financial management strategy to maintain adequate liquidity and minimize financial risks, with no borrowings, a 0% debt-to-equity ratio, and sufficient cash and cash equivalents, indicating a robust financial position - The Group adopts a prudent financial management strategy aimed at maintaining adequate liquidity and minimizing financial risks[20] - As of June 30, 2025, the Group had no borrowings, and the debt-to-equity ratio was 0%[22] - As of June 30, 2025, cash and cash equivalents were approximately HKD312.99 million (December 31, 2024: approximately HKD317.28 million)[22] - Over half of the retained cash is denominated in USD and deposited with major banks in Hong Kong, resulting in minor foreign exchange fluctuation risk[22] - The USD100 million uncommitted revolving loan facility agreement with China Construction Bank (Asia) was terminated on September 26, 2024[21] Pledged Assets, Capital Commitments and Contingent Liabilities As of June 30, 2025, the Group had no pledged assets, significant capital commitments, or material contingent liabilities, nor was it involved in any major litigation or arbitration - As of June 30, 2025, the Group had no pledged assets, significant capital commitments, or any material contingent liabilities[23] - As of June 30, 2025, the Group was not involved in any major litigation or arbitration[23] Material Acquisitions and Disposals of Subsidiaries and Associates During the reporting period, the Company did not undertake any material acquisitions or disposals of subsidiaries and associates - During the period, the Company had no material acquisitions or disposals of subsidiaries and associates[24] Events After the Reporting Date As of the date of this announcement, the directors are not aware of any significant events after the reporting date that require disclosure - The directors are not aware of any significant disclosable events occurring after the period and up to the date of this announcement[25] Investment Details and Review The Group's investment portfolio primarily focuses on logistics infrastructure, supply chain services, advanced manufacturing, and new energy sectors, including unlisted investments Meicai and G7, and listed investments J&T Express, Best Inc., and Jinko Power. Best Inc. completed privatization during the period, and the Group received consideration - The Group is committed to identifying and exploring high-quality investment opportunities, having established an investment footprint in logistics infrastructure and supply chain services, advanced manufacturing, and new energy sectors[28][45] - The Group will leverage China Development Bank's resources in agricultural modernization, logistics infrastructure, and credit to assist investee companies in improving efficiency and expanding business[28][45] Group Investment Details (As of June 30, 2025) | Investee | Market Value/Book Value as of June 30, 2025 (HKD) | Market Value/Book Value as of December 31, 2024 (HKD) | Percentage of Total Assets (June 30, 2025) | | :--- | :--- | :--- | :--- | | B&H Ventures | 86,706,118 | 87,359,226 | 8.7% | | Best Inc | – | 3,428,249 | 0% | | Meicai | 267,496,320 | 279,428,760 | 26.8% | | G7 Connect Inc | 222,175,980 | 223,104,960 | 22.2% | | J&T Express | 90,305,227 | 81,647,646 | 9.0% | - Best Inc. completed privatization on March 10, 2025, and the Group received consideration of approximately USD478,000 on March 11, 2025, no longer holding its issued share capital[27][38] - B&H Ventures recovered approximately HKD208 million from the sale of Jinko Power shares[27] Unlisted Investment Review The Group's unlisted investments primarily include Meicai and G7, both in logistics and supply chain technology; Meicai has achieved breakeven and continues to grow, while G7 faces challenges from slow industry recovery and is actively integrating resources to enhance competitiveness Meicai Meicai, a catering supply chain service provider, has achieved breakeven through business structure optimization and improved synergy, with anticipated sustained growth - Meicai provides catering supply chain related services, reducing costs by shortening agricultural product circulation links and offering one-stop procurement services[29][30] - Meicai has achieved breakeven, with continuously improving financial performance, and is expected to maintain a satisfactory growth rate and become an industry leader[31] - The Group holds 34,441,169 Series D preferred shares of Meicai, representing approximately 1.06% of its issued share capital[29] G7 G7, a leading IoT technology company in China's logistics sector, provides SaaS services and digital solutions; despite slow industry recovery post-pandemic, G7 is actively integrating R&D and sales teams and expanding its product portfolio to enhance competitiveness - G7 is a leading IoT technology company in China, operating the largest IoT smart logistics integrated platform in China, providing SaaS services[32] - G7 offers full-scenario digital services such as vehicle management, driver safety, and asset services through its big data cloud platform and AI algorithms[32] - The slow recovery of China's logistics industry after the COVID-19 pandemic has adversely affected G7's revenue growth[33] - G7 is actively integrating its R&D and sales teams and expanding its product portfolio to assist customers in enhancing their digitalization levels with technological advantages[33] - The Group holds 39,720,160 Series C preferred shares of G7, representing approximately 2.92% of its issued share capital[29][32] Listed Investment Review The Group's listed investments include J&T Express, Best Inc., and Jinko Power; J&T Express is listed in Hong Kong, Best Inc. completed privatization, and Jinko Power is listed in Shanghai, all expected to contribute to the Company's performance J&T Express The Group indirectly and then directly holds J&T Express Class B ordinary shares through the Yimidida merger and reorganization; J&T Express is now listed in Hong Kong and is expected to improve financial performance through overseas business expansion and economies of scale - The Group, through the Yimidida merger and reorganization, completed the closing procedures in January 2022 and directly holds J&T Express Class B ordinary shares via a Yimeter in-specie dividend on March 4, 2024[34][35][36] - J&T Express was listed on the Hong Kong Stock Exchange on October 27, 2023, stock code 1519.HK[35] - As of June 30, 2025, the Company directly holds 13,319,355 Class B ordinary shares of J&T Express, representing approximately 0.15% of its issued share capital[29][36] - J&T Express is expected to rapidly improve its financial performance through economies of scale, leveraging its overseas business presence[36] Best Inc. Best Inc., an integrated logistics service provider, completed its privatization in March 2025, and the Group has received consideration and no longer holds its shares - Best Inc. integrates internet, information technology, and traditional logistics services to create a one-stop logistics and supply chain service platform[38] - Best Inc. completed privatization on March 10, 2025, and the Group received approximately USD478,000 in consideration on March 11, 2025, no longer owning its issued share capital[27][38] Jinko Power The Group indirectly holds Jinko Power shares through B&H Ventures; Jinko Power is listed on the Shanghai Stock Exchange, with business revenue comparable to the prior year, and is expected to meet expectations in the second half and make a significant contribution to the Company's performance - The Company indirectly holds Jinko Power shares through B&H Ventures, which subscribed for Jinko Solar Power preferred shares in 2014, later converted to Jinko Power ordinary shares[39][40] - Jinko Power completed its A-share initial public offering on the Shanghai Stock Exchange in May 2020, stock code 601778[40] - As of June 30, 2025, B&H Ventures directly holds approximately 1.00% equity interest in Jinko Power[27][40] - Jinko Power's business revenue for the current period is comparable to the same period last year, with second-half performance expected to meet expectations and make a significant contribution to the Company's performance[41] Employees As of June 30, 2025, the Company's employee count increased to 9, with total staff costs rising; remuneration is determined based on market levels, qualifications, and performance, with training provided - As of June 30, 2025, the Company had 9 employees (June 30, 2024: 6 employees)[42] - Total staff costs (excluding directors' fees) for the period were approximately HKD3.53 million (same period last year: HKD3.13 million)[42] - Remuneration is determined based on market salary levels, individual qualifications, and performance, and is reviewed regularly[42] - The Company does not have a share option scheme but provides training to employees[42] Gearing Ratio As of June 30, 2025, the Group had no outstanding bank borrowings, and both the current ratio and total liabilities to total assets ratio remained at healthy levels, indicating a robust financial position - As of June 30, 2025, the Group had no outstanding bank borrowings[43] - The current ratio (current assets to current liabilities) was approximately 2,427% (December 31, 2024: approximately 2,285%)[43] - The ratio of total liabilities to total assets was approximately 1.74% (December 31, 2024: approximately 2.28%)[43] Exchange Rate Risk Over half of the Group's retained cash is denominated in USD and held in major Hong Kong banks, resulting in minor exchange rate risk; currently, no foreign currency hedging policy is in place, but it will be closely monitored and considered for hedging - Over half of the retained cash is denominated in USD and deposited with major banks in Hong Kong, with no significant exchange rate risk during the period[44] - The Group currently has no foreign currency hedging policy but will closely monitor foreign exchange risks and consider hedging when necessary[44] Outlook Looking ahead, the Group will continue to identify high-quality investment opportunities, particularly diversifying investments in logistics, information technology, advanced manufacturing, healthcare, new energy, and energy conservation, while strengthening risk management and operational capabilities to navigate a complex and volatile economic environment - The Company is committed to identifying and exploring high-quality investment opportunities, particularly in logistics infrastructure and supply chain services, advanced manufacturing, and new energy sectors[45] - The logistics industry is expected to maintain good growth and is a key industry supported by China Development Bank[45] - The Group will continue to diversify investments across different segments, including logistics, information technology, advanced manufacturing, healthcare, new energy, and energy conservation and environmental protection[46] - Management will comprehensively strengthen risk management and continuously enhance operational capabilities through improved communication to address uncertainties arising from the volatile global political and economic environment[46] Interim Dividend The directors do not recommend the payment of an interim dividend for the current period - The directors do not recommend the payment of an interim dividend for the current period (June 30, 2024: nil)[47] Other Information Audit Committee The Audit Committee, comprising four non-executive directors, is responsible for reviewing financial reporting, internal control systems, risk management, and audit procedures, and has reviewed the interim results announcement and financial information for the current period - The Audit Committee comprises four non-executive directors, with Mr Zhang Yilin, an independent non-executive director, serving as Chairman[48] - The Audit Committee is responsible for reviewing financial reporting, internal control systems, risk management, and audit procedures[48] - The Audit Committee has reviewed the Group's interim results announcement and interim report for the current period, including the unaudited condensed consolidated interim financial information[48] Purchase, Sale or Redemption of Shares During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[49] Compliance with Corporate Governance Code The Company complied with all code provisions of the Corporate Governance Code during the reporting period, with a deviation due to a vacancy for an executive director, which the Board is actively seeking to fill - The Company has complied with all code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules throughout the current period[50] - Deviation: Following the resignation of Mr Bai Zhe as an executive director, the Board has no executive directors, deviating from Code Provision B.1 of Part 2 of the Corporate Governance Code[50] - The Board is actively seeking suitable candidates to fill the vacancy and will maintain the existing investment policies and strategies until a new executive director is appointed[51] Compliance with the Standard Code for Securities Transactions by Directors Following inquiry by the Company, the directors confirmed compliance with the required standards set out in the Standard Code in Appendix C3 to the Listing Rules throughout the reporting period - The directors confirmed compliance with the required standards set out in the Standard Code in Appendix C3 to the Listing Rules throughout the current period[52] Acknowledgements The Board of Directors extends its sincere gratitude to external professionals, directors, company employees, and shareholders - The Board expresses its gratitude to external professionals, all directors, company employees, and shareholders for their support and contributions[53] Publication of Interim Report The 2025 Interim Report will be published on the HKEX and Company websites and dispatched to shareholders in due course - The 2025 Interim Report will be published on the HKEX website (www.hkexnews.hk) and the Company's website (www.cdb-intl.com) and dispatched to shareholders in due course[54]