中国天弓控股(00428) - 2025 - 中期业绩

Cover and Financial Highlights Financial Highlights For the six months ended June 30, 2025, the company turned profitable with profit attributable to owners of approximately HKD 3.0 million, compared to a loss of HKD 19.0 million in the prior year, primarily due to a significant increase in gross proceeds from disposal of trading securities to HKD 187.0 million, resulting in basic earnings per share of 3.35 HK cents Financial Highlights for the Six Months Ended June 30, 2025 | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | Approx. 70,000 HKD | Approx. 77,000 HKD | | Gross Proceeds from Disposal of Trading Securities | Approx. 187.0 million HKD | Approx. 4.0 million HKD | | Profit/(Loss) Attributable to Owners of the Company | Profit approx. 3.0 million HKD | Loss approx. 19.0 million HKD | | Basic Earnings/(Loss) Per Share | Earnings 3.35 HK cents | Loss 30.32 HK cents | Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The company achieved a profit before tax of HKD 3.039 million for the period, reversing a loss of HKD 18.980 million in the prior year, primarily due to a shift in "Other gains/(losses), net" from a HKD 16.839 million loss to a HKD 7.332 million gain, mainly from realized gains on financial assets Key Profit or Loss Data (For the Six Months Ended June 30) | Item (HKD '000) | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 70 | 77 | | Other gains/(losses), net | 7,332 | (16,839) | | Profit/(Loss) before tax | 3,039 | (18,980) | | Profit/(Loss) for the period attributable to owners of the Company | 3,039 | (18,980) | | Basic earnings/(loss) per share (HK cents) | 3.35 | (30.32) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's net assets increased to HKD 139 million from HKD 130 million at the end of 2024, with total assets primarily composed of financial assets, of which financial assets at fair value through profit or loss represent the largest component at HKD 125 million Key Financial Position Data (HKD '000) | Item | As at June 30, 2025 (Unaudited) | As at December 31, 2024 (Audited) | | :--- | :--- | :--- | | Current assets | 156,091 | 147,456 | | Current liabilities | 16,871 | 17,392 | | Net assets | 139,220 | 130,064 | | Total equity | 139,220 | 130,064 | | Net assets per share | 1.30 HKD | 1.53 HKD | Notes to the Unaudited Condensed Consolidated Interim Financial Information Notes 1-3: Company Background, Accounting Policies and Segment Information The Group's principal activities involve investing in listed and potential unlisted securities, with financial information prepared under IAS 34 using consistent accounting policies, and all revenue derived from Hong Kong as a single operating segment (investment business) - The Group's principal activities are investment in securities listed on recognised stock exchanges and unlisted investments with potential for earnings growth and capital appreciation[5] - The Group's business activities are organised into a single operating segment, namely investment business, and therefore no segment information is presented[9] - For the six months ended June 30, 2025 and 2024, the Group's revenue was solely derived from Hong Kong[10] Notes 4-8: Notes to Profit or Loss Items During the reporting period, the Group's finance costs primarily comprised imputed interest on promissory notes totaling HKD 0.316 million, profit before tax was stated after deducting directors' emoluments and staff costs, no Hong Kong profits tax was provided due to unutilised tax losses, no dividends were declared, and basic and diluted earnings per share were 3.35 HK cents - During the reporting period, dividend income from listed investments was HKD 70,000. Financial assets at fair value through profit or loss recorded a net gain of HKD 7.515 million, primarily comprising HKD 10.964 million in realised gains and HKD 3.449 million in unrealised losses[8] - No provision for Hong Kong profits tax has been made for the six months ended June 30, 2025, due to sufficient unutilised tax losses available for offset[13] - No dividends were paid or proposed for declaration by the Company for the six months ended June 30, 2025[15] Notes 9-11: Key Asset Items At the end of the reporting period, the Group's core assets were financial assets, with financial assets at fair value through profit or loss totaling approximately HKD 125 million, representing 80.31% of total assets, primarily invested in listed equity securities in Hong Kong and the US, alongside an unlisted equity investment (Perfect Path Limited) valued at HKD 28.865 million, designated at fair value through other comprehensive income - Financial assets at fair value through profit or loss amounted to approximately HKD 125 million, representing 80.31% of the Group's total assets[19] Major Investments in Listed Equity Securities (As at June 30, 2025) | Stock Name | Market Value (HKD '000) | Percentage of Group's Total Assets | | :--- | :--- | :--- | | Winchester Holding Group | 43,767 | 28.04% | | Readen Holding Corporation | 8,477 | 5.43% | | GSGG Group Inc. | 7,936 | 5.08% | | Alibaba Group Holding Limited | 6,632 | 4.25% | | Xiaomi Corporation | 5,755 | 3.69% | - The Group holds a 20% equity interest in Perfect Path Limited, a private entity registered in Anguilla, classified as a financial asset at fair value through other comprehensive income, with a fair value of HKD 28.865 million[24][26] Notes 12-15: Liabilities, Equity and Subsequent Events At the end of the reporting period, the Group's current liabilities primarily included other payables of HKD 2.984 million and promissory notes of HKD 13.887 million, with share capital increasing during the period through new share placements and exercise of share options, and a subsequent share placement completed on August 7, 2025, raising net proceeds of approximately HKD 3.749 million - As at June 30, 2025, the balance of promissory notes was HKD 13.887 million, all classified as current liabilities[27] - During the reporting period, the Company issued 17,853,962 new shares through placement and 4,316,722 new shares upon exercise of share options, increasing issued share capital from HKD 850 million to HKD 1,071 million[29] - On August 7, 2025, the Company completed the placement of 21,424,755 new shares at HKD 0.178 per share, raising net proceeds of approximately HKD 3.749 million[31] Management Discussion and Analysis Business Review, Prospects and Future Plans Management believes that despite challenging macroeconomic conditions in the first half of 2025, both Hong Kong and US stock markets demonstrated resilience, and the company remains optimistic about future market prospects, planning to capitalize on growth opportunities through a diversified investment portfolio, particularly in technology and green energy, while maintaining strategic flexibility - Management is optimistic about the prospects of the Hong Kong and US stock markets for the second half of 2025[35] - The Company's strategic initiatives include expanding investments in markets and industries such as technology and green energy to diversify its investment portfolio, mitigate risks, and enhance returns[35] Financial Review During the reporting period, the Group's revenue was approximately HKD 70,000, a 9.1% year-on-year decrease; however, due to realized gains from disposal of trading securities of approximately HKD 11.0 million significantly exceeding unrealized fair value losses of HKD 3.4 million, the Group successfully turned profitable, recording a profit attributable to owners of approximately HKD 3.0 million, with net assets increasing to approximately HKD 139 million at period-end Performance and Financial Position | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Revenue | Approx. 70,000 HKD | Approx. 77,000 HKD | | Gross Proceeds from Disposal of Trading Securities | Approx. 187.0 million HKD | Approx. 4.0 million HKD | | Realized Gains on Listed Securities | Approx. 11.0 million HKD | Approx. 1.9 million HKD | | Unrealized Fair Value Losses on Listed Securities | Approx. 3.4 million HKD | Approx. 18.7 million HKD | | Profit/(Loss) Attributable to Owners | Profit approx. 3.0 million HKD | Loss approx. 19.0 million HKD | - As at June 30, 2025, the Group's net assets were approximately HKD 139 million, an increase from HKD 130 million as at December 31, 2024[37] Liquidity, Financial Resources and Capital Structure As of June 30, 2025, the Group held approximately HKD 1.4 million in available funds, with shareholders' funds at approximately HKD 139 million and borrowings at approximately HKD 13.9 million, resulting in a gearing ratio (borrowings/net assets) decreasing to approximately 9.97% from 10.72% at the end of the previous year, and 4,316,722 ordinary shares were issued during the period due to the exercise of share options Capital Structure Metrics | Metric | As at June 30, 2025 | As at December 31, 2024 | | :--- | :--- | :--- | | Available Funds | Approx. 1.4 million HKD | Approx. 2.7 million HKD | | Shareholders' Funds | Approx. 139.2 million HKD | Approx. 130.1 million HKD | | Borrowings | Approx. 13.9 million HKD | Approx. 13.9 million HKD | | Gearing Ratio | Approx. 9.97% | 10.72% | Fundraising Activities The company conducted several new share placements during and prior to the reporting period to raise capital, with Placement A completed in September 2024 raising net proceeds of approximately HKD 4.2 million for investments and general working capital, and Placement B completed in June 2025 raising net proceeds of approximately HKD 2.9 million, which has been utilized as planned for investments and working capital - A placement completed on September 11, 2024, raised net proceeds of approximately HKD 4.2 million, intended for investments (HKD 3.7 million) and general working capital (HKD 0.5 million)[41][44] - A placement completed on June 12, 2025, raised net proceeds of approximately HKD 2.9 million, intended for investments (HKD 2.5 million) and general working capital (HKD 0.4 million), and the funds have been utilized as planned[45][46] Investment Review and Significant Investments As an investment company listed on the Main Board of the Stock Exchange (in compliance with Chapter 21 of the Listing Rules), the Group primarily invests in listed and unlisted securities, holding 23 investments at period-end, including significant investments in gold mining (Perfect Path), renewable energy (LNPR), and prominent listed companies such as Tencent, Alibaba, and Xiaomi - The Company is an investment company listed on the Main Board of the Stock Exchange under Chapter 21 of the Listing Rules, primarily engaged in investments in listed and unlisted securities[47] - As at June 30, 2025, the Company held 23 investments, including 13 Hong Kong listed equity securities, 8 US listed equity securities, an interest in an Anguilla private entity, and an interest in a US private entity[47] - Key investment projects include: private equity investments in Perfect Path (gold mining) and LNPR Group (renewable energy); and listed equity investments in Tencent, Winchester Holding, Alibaba, Readen Holding, Sante Technology, Xiaomi, Bright Smart Securities, and GSG Group[48][49][50][51][52][53][54][55][56][57] Other Operational and Policy Information As of June 30, 2025, the Group employed 5 staff members, maintained a conservative treasury policy with continuous liquidity risk monitoring, operated as a single segment for securities investment, perceived no significant foreign exchange risk, and had no material contingent liabilities or pledged assets at period-end - As at June 30, 2025, the Group employed a total of 5 employees (including executive directors)[58] - The Group's business activities are organised into a single operating segment, namely investment in securities listed on recognised stock exchanges and unlisted investments with potential for earnings growth and capital appreciation[60] - As at June 30, 2025, the Group had no material contingent liabilities and no assets were pledged[62][63] Other Information Directors' Interests and Corporate Governance The report discloses the long position interests of three directors in the company's shares, and while the company has adopted relevant corporate governance codes, there is a deviation where the roles of Chairman and Chief Executive Officer are held by the same person (Mr. Chow Wai Hing), with the CEO position continuously vacant since June 2022, an arrangement the Board believes enhances execution efficiency and will be regularly reviewed Directors' Long Positions in the Company's Shares (As at June 30, 2025) | Director's Name | Capacity | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Chow Wai Hing | Beneficial Owner | 849,530 | 0.79% | | Wu Mingjia | Beneficial Owner | 849,530 | 0.79% | | Wong Sze Lok | Beneficial Owner | 69,072 | 0.06% | - The Company deviates from the Corporate Governance Code's requirement for separation of Chairman and Chief Executive Officer roles, with Mr. Chow Wai Hing currently holding both responsibilities and the CEO position remaining vacant since June 2022[66][67] - The Audit Committee has reviewed the unaudited interim financial statements for the period and considers them to be in compliance with applicable accounting standards and the Listing Rules[70]