Report Introduction Disclaimer The Hong Kong Stock Exchange and HKEX are not responsible for the content of this announcement, make no statement as to its accuracy or completeness, and expressly disclaim liability for any losses arising from its content - The Hong Kong Stock Exchange and HKEX are not responsible for the content of this announcement, nor do they make any statement as to its accuracy or completeness1 - They expressly disclaim any liability for any loss arising from or in reliance upon the whole or any part of the contents of this announcement1 Company and GEM Listing Characteristics Genes Tech Group Holdings Limited (stock code: 8257) announced its interim results for the six months ended June 30, 2025, noting its Cayman Islands incorporation and GEM listing for SMEs carries higher investment risks - Genes Tech Group Holdings Limited (stock code: 8257) published its interim results announcement for the six months ended June 30, 20252 - The company is incorporated in the Cayman Islands and listed on GEM of The Stock Exchange of Hong Kong Limited (the "Stock Exchange")2 - GEM is positioned as a listing platform for small and medium-sized enterprises, and such companies carry higher investment risks, so investors should understand the potential risks and make prudent decisions2 Financial Statements Condensed Consolidated Interim Statement of Comprehensive Income For the six months ended June 30, 2025, revenue increased by 9.4% to NT$585.31 million, gross profit rose by 28.98% to NT$201.97 million, and profit attributable to owners surged by 25.84% to NT$48.70 million, with basic earnings per share at NT$4.87 cents Condensed Consolidated Interim Statement of Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (NT$ thousand) | 2024 (NT$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 585,306 | 535,007 | 9.40% | | Cost of sales | (383,332) | (378,421) | 1.30% | | Gross profit | 201,974 | 156,586 | 28.98% | | Other income | 2 | 2,863 | -99.93% | | Other (losses) / gains, net | (28,470) | 9,985 | -385.06% | | Selling and distribution expenses | (16,655) | (25,537) | -34.78% | | General and administrative expenses | (77,587) | (71,008) | 9.26% | | Finance income | 694 | 638 | 8.78% | | Finance costs | (8,200) | (9,835) | -16.63% | | Profit before income tax | 71,758 | 63,692 | 12.66% | | Income tax expense | (23,059) | (24,989) | -7.72% | | Profit for the period attributable to owners of the Company | 48,699 | 38,703 | 25.84% | | Exchange differences | 19,539 | (7,403) | -364.00% | | Total comprehensive income for the period attributable to owners of the Company | 68,238 | 31,300 | 118.02% | | Basic and diluted earnings per share (NT$ cents) | 4.87 | 3.87 | 25.84% | Condensed Consolidated Interim Statement of Financial Position As of June 30, 2025, total assets were NT$2,444.50 million, a slight decrease from December 31, 2024, with total equity increasing to NT$888.72 million and total liabilities rising to NT$1,667.45 million Condensed Consolidated Interim Statement of Financial Position (As of June 30) | Indicator | June 30, 2025 (NT$ thousand) | December 31, 2024 (NT$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | ASSETS | | | | | Non-current assets | 461,126 | 452,141 | 1.99% | | Current assets | 1,992,363 | 2,095,038 | -4.90% | | TOTAL ASSETS | 2,444,504 | 2,556,164 | -4.37% | | EQUITY | | | | | Share capital | 38,815 | 38,815 | 0.00% | | Reserves | 849,900 | 781,662 | 8.73% | | TOTAL EQUITY | 888,715 | 820,477 | 8.32% | | LIABILITIES | | | | | Non-current liabilities | 127,031 | 138,648 | -8.38% | | Current liabilities | 1,540,418 | 1,485,379 | 3.71% | | TOTAL LIABILITIES | 1,667,449 | 1,624,027 | 2.67% | | TOTAL EQUITY AND LIABILITIES | 2,556,164 | 2,444,504 | 4.57% | Condensed Consolidated Interim Statement of Changes in Equity For the six months ended June 30, 2025, total equity increased from approximately NT$820.48 million to approximately NT$888.72 million, primarily due to NT$48.70 million in profit for the period and NT$19.54 million in other comprehensive income (exchange differences) Condensed Consolidated Interim Statement of Changes in Equity (For the six months ended June 30) | Indicator | June 30, 2025 (NT$ thousand) | January 1, 2025 (NT$ thousand) | Change (NT$ thousand) | | :--- | :--- | :--- | :--- | | Share capital | 38,815 | 38,815 | 0 | | Share premium | 146,571 | 146,571 | 0 | | Statutory reserve | 184,971 | 169,644 | 15,327 | | Other reserves | 182,226 | 182,226 | 0 | | Exchange reserve | (3,786) | (23,325) | 19,539 | | Retained earnings | 339,918 | 306,546 | 33,372 | | TOTAL EQUITY | 888,715 | 820,477 | 68,238 | - Profit for the period was NT$48,699 thousand, and other comprehensive income (exchange differences) was NT$19,539 thousand8 Condensed Consolidated Interim Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities was NT$53.05 million, net cash used in investing activities was NT$3.36 million, and net cash used in financing activities was NT$57.94 million, with cash and cash equivalents at period-end totaling NT$205.58 million Condensed Consolidated Interim Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (NT$ thousand) | 2024 (NT$ thousand) | Change (NT$ thousand) | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 53,050 | (11,602) | 64,652 | | Net cash used in investing activities | (3,359) | (1,470) | -1,889 | | Net cash used in financing activities | (57,944) | (11,182) | -46,762 | | Net decrease in cash and cash equivalents | (8,253) | (24,254) | 16,001 | | Cash and cash equivalents at beginning of period | 194,292 | 150,739 | 43,553 | | Effect of foreign exchange rate changes | 19,538 | (7,401) | 26,939 | | Cash and cash equivalents at end of period | 205,577 | 119,084 | 86,493 | Notes to the Financial Statements General Information The company is an investment holding company primarily providing turnkey solutions and trading semiconductor manufacturing equipment and parts, registered in the Cayman Islands with main operations in Taiwan, listed on HKEX GEM, and reports in NT$ thousands - The Company is an investment holding company, and its subsidiaries are principally engaged in the provision of turnkey solutions and trading of parts and used semiconductor manufacturing equipment11 - The Company's ultimate parent company and ultimate controlling party is Chia Chien Development Limited, and the ultimate controlling individual is Mr. Yang Ming-Hsiang11 - The principal place of business of the Group is located in Hsinchu County, Zhubei City, Taiwan, and it is listed on GEM of The Stock Exchange of Hong Kong Limited1112 Company Profile Genes Tech Group Holdings Limited is an investment holding company whose subsidiaries provide turnkey solutions and trade parts and used semiconductor manufacturing equipment, registered in the Cayman Islands with primary operations in Taiwan and listed on HKEX GEM - The Company is an investment holding company, and its subsidiaries are principally engaged in the provision of turnkey solutions and trading of parts and used semiconductor manufacturing equipment11 - The Company was incorporated in the Cayman Islands with its registered office at Cricket Square11 - The principal place of business of the Group is located at No. 80, Baotai 3rd Road, Zhubei City, Hsinchu County, Taiwan11 Principal Subsidiaries The company holds several direct and indirect wholly-owned subsidiaries, including Genes Tech (Hong Kong), Jili International, Jiafeng, Genes Tech (Taiwan), Chongjun Technology, Shanghai Jinghuan Technology, and GENES TECH U.S.A. INC., covering investment holding, turnkey solutions, trading of parts and used semiconductor equipment, and heating tape manufacturing across Hong Kong, Anguilla, Taiwan, China, and the USA Overview of Principal Subsidiaries | Subsidiary Name | Place and Date of Incorporation | Principal Business and Place of Operation | | :--- | :--- | :--- | | Genes Tech (Hong Kong) Co., Ltd. | Hong Kong, April 13, 2018 | Investment holding, Hong Kong | | Jili International Limited | Hong Kong, March 26, 2018 | Investment holding, Hong Kong | | Jiafeng Limited | Anguilla, April 28, 2016 | Investment holding, Anguilla | | Genes Tech Co., Ltd. | Taiwan, December 28, 2009 | Provision of turnkey solutions and trading of parts and used semiconductor manufacturing equipment, Taiwan | | Chongjun Technology Co., Ltd. | Taiwan, July 27, 2009 | Manufacturing and sale of heating tapes, Taiwan | | Shanghai Jinghuan Technology Co., Ltd. | China, May 12, 2020 | Provision of turnkey solutions and trading of parts and used semiconductor manufacturing equipment, China | | GENES TECH U.S.A. INC. | Arizona, November 11, 2024 | Provision of semiconductor turnkey solutions | - All listed subsidiaries are 100% beneficially owned by the Company1314 Basis of Preparation The condensed consolidated interim financial information is prepared in accordance with HKAS 34 and GEM Listing Rules, to be read with the 2024 annual financial statements, with the company assessing new standards and income tax accrued at the expected annual effective rate - The condensed consolidated interim financial information has been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure provisions of the GEM Listing Rules15 - The Group is assessing the impact of new standards, amendments to standards, and interpretations that have been issued but are not yet effective and have not been early adopted in prior accounting periods, on the Group's results and financial position15 - Income tax for the six-month period is accrued using the tax rate that would be applicable to the expected total annual profit or loss16 Significant Accounting Policies Significant accounting policies used for interim financial information are consistent with the 2024 annual consolidated financial statements, with no material impact from new standard amendments effective January 1, 2025 - The significant accounting policies adopted in the preparation of these unaudited condensed consolidated interim financial information are consistent with those followed in the preparation of the Group's consolidated financial statements for the year ended December 31, 202417 - The Group has adopted and applied the amendments to standards and interpretations effective for accounting periods beginning on January 1, 2025, including amendments to HKFRS 7, HKFRS 5, HKAS 16, HKAS 1, and HKFRS 171718 - The adoption of these amendments to standards and interpretations has had no material impact on the Group's consolidated results and financial position17 Estimates Preparation of condensed consolidated interim financial information involves management judgments, estimates, and assumptions regarding accounting policies and reported amounts, with actual results potentially differing, and key judgments and uncertainties remain similar to the 2024 annual financial statements - The preparation of the condensed consolidated interim financial information requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expenses19 - Actual results may differ from these estimates19 - The significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 202419 Financial Risk Management The Group faces market (foreign exchange, interest rate), credit, and liquidity risks, with no changes in risk management since December 31, 2024, and monitors capital using a gearing ratio of 38.77% as of June 30, 2025, an improvement from 48.45% - The Group's operations are exposed to various financial risks: market risk (including foreign exchange risk and cash flow and fair value interest rate risk), credit risk, and liquidity risk20 - There have been no changes in the risk management arrangements and policies since December 31, 202421 - The Group monitors capital on the basis of the gearing ratio, which is calculated as net debt divided by total equity, and as of June 30, 2025, the Group's gearing ratio was approximately 38.77% (December 31, 2024: approximately 48.45%)23 Financial Risk Factors The Group's operations are exposed to market risks (foreign exchange, cash flow, and fair value interest rate risks), credit risk, and liquidity risk, with no changes in risk management arrangements or policies since December 31, 2024 - The Group's operations are exposed to market risk (including foreign exchange risk and cash flow and fair value interest rate risk), credit risk, and liquidity risk20 - The condensed consolidated interim financial information does not include all financial risk management information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements as of December 31, 202420 - There have been no changes in the risk management arrangements and policies since December 31, 202421 Capital Management The Group's primary capital management objectives are ensuring going concern, maintaining sound capital ratios, and maximizing shareholder value, monitoring capital with a gearing ratio of approximately 38.77% as of June 30, 2025, down from 48.45% - The Group's primary objectives of capital management are to ensure the Group's ability to continue as a going concern and to maintain a sound capital ratio to support its business operations and maximize shareholder value22 - The Group monitors capital on the basis of the gearing ratio, which is calculated as net debt divided by total equity23 - As of June 30, 2025, the Group's gearing ratio was approximately 38.77% (December 31, 2024: approximately 48.45%)23 Fair Value Estimation The carrying amounts of the Group's current financial assets and liabilities approximate their fair values due to short maturities, and non-current deposits, lease liabilities, and bank borrowings also have carrying amounts similar to their fair values estimated using discounted cash flows - The carrying amounts of the Group's current financial assets and current financial liabilities approximate their fair values due to their short maturities24 - The carrying amounts of non-current deposits, lease liabilities, and bank borrowings approximate their fair values, which are estimated based on discounted cash flows24 Offsetting Financial Assets and Liabilities The Group has no financial assets or liabilities subject to offsetting, enforceable master netting arrangements, or similar agreements - The Group has no financial assets and financial liabilities subject to offsetting, enforceable master netting arrangements, and similar agreements25 Revenue and Segment Information The Group treats providing turnkey solutions and trading parts and used semiconductor manufacturing equipment as a single operating segment, with total revenue of NT$585.31 million for the six months ended June 30, 2025, primarily from Taiwan and the USA, and Customer A contributing 67.88% of total revenue - The Group regards the aggregate revenue and operating results generated from the provision of turnkey solutions and trading of parts and used semiconductor manufacturing equipment as a single operating segment26 Revenue Streams (For the six months ended June 30) | Revenue Category | 2025 (NT$ thousand) | 2024 (NT$ thousand) | Proportion of Total Revenue (2025) | | :--- | :--- | :--- | :--- | | Provision of turnkey solutions | 113,690 | 226,597 | 19.42% | | Trading of parts and used semiconductor manufacturing equipment | 471,616 | 308,410 | 80.58% | | Total Revenue | 585,306 | 535,007 | 100.00% | Geographical Segment Revenue (For the six months ended June 30) | Region | 2025 (NT$ thousand) | 2024 (NT$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Taiwan | 290,847 | 195,244 | 48.97% | | United States | 226,407 | 126,809 | 78.54% | | China | 60,526 | 85,243 | -28.99% | | Singapore | 6,502 | 74,427 | -91.26% | | Japan | 777 | 52,393 | -98.52% | | Germany | 247 | 354 | -30.23% | | South Korea | - | 537 | -100.00% | | Total | 585,306 | 535,007 | 9.40% | Major Customer Information As of June 30, 2025, Customer A contributed NT$397.32 million, representing 67.88% of the Group's total revenue, a 77.52% increase from the prior year, with Customer B also contributing over 10% Major Customer Revenue Contribution (For the six months ended June 30) | Customer | 2025 (NT$ thousand) | 2024 (NT$ thousand) | 2025 Proportion of Total Revenue | | :--- | :--- | :--- | :--- | | Customer A | 397,317 | 223,819 | 67.88% | | Customer B | 70,557 | * | 12.05% | | Customer C | * | 58,105 | * | - Revenue from Customer A increased by 77.52% from NT$223,819 thousand in 2024 to NT$397,317 thousand in 202531 - In 2025, Customer B contributed over 10% of the Group's total revenue, while in 2024, Customer C contributed over 10%31 Expenses by Nature For the six months ended June 30, 2025, the Group's total expenses were NT$477.57 million, a slight increase from the prior period, with employee benefit expenses rising by 14.02% to NT$144.29 million, while travel expenses significantly decreased by 50.46% Expenses by Nature (For the six months ended June 30) | Expense Category | 2025 (NT$ thousand) | 2024 (NT$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Auditor's remuneration — audit services | 5,964 | 6,013 | -0.81% | | Auditor's remuneration — non-audit services | - | 120 | -100.00% | | Cost of materials used | 240,693 | 254,768 | -5.52% | | Amortisation of intangible assets | 4,652 | 6,282 | -25.95% | | Depreciation of property, plant and equipment | 8,149 | 8,557 | -4.77% | | Depreciation of right-of-use assets | 8,867 | 6,186 | 43.33% | | Research expenses | 611 | 672 | -9.08% | | Net provision for warranty | 7,810 | 3,762 | 107.60% | | Commission | 2,895 | 6,953 | -58.37% | | Employee benefit expenses | 144,289 | 126,550 | 14.02% | | Professional fees | 3,635 | 5,731 | -36.58% | | Short-term lease related expenses | 2,134 | 1,935 | 10.28% | | Transportation expenses | 5,078 | 5,302 | -4.22% | | Travel expenses | 5,997 | 12,106 | -50.46% | | Insurance expenses | 13,763 | 13,024 | 5.67% | | Entertainment expenses | 3,917 | 2,375 | 65.77% | | Utilities expenses | 2,167 | 1,865 | 16.19% | | Others | 16,953 | 12,765 | 32.82% | | Total | 477,574 | 474,966 | 0.55% | Income Tax Expense For the six months ended June 30, 2025, income tax expense was NT$23.06 million, a decrease from NT$24.99 million in the prior period, with the estimated average annual tax rate remaining at approximately 23.6% Income Tax Expense (For the six months ended June 30) | Indicator | 2025 (NT$ thousand) | 2024 (NT$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Income tax expense | 23,059 | 24,989 | -7.72% | | Estimated average annual tax rate | 23.6% | 23.6% | 0.00% | - Income tax is recognized based on management's estimate of the weighted average annual income tax rate expected for the entire financial year33 Earnings Per Share For the six months ended June 30, 2025, basic earnings per share increased by 25.84% to NT$4.87 cents from NT$3.87 cents in the prior period, with diluted earnings per share being the same due to no potential dilutive ordinary shares Earnings Per Share (For the six months ended June 30) | Indicator | 2025 | 2024 | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Profit attributable to owners of the Company (NT$ thousand) | 48,699 | 38,703 | 25.84% | | Weighted average number of ordinary shares outstanding (thousand shares) | 1,000,000 | 1,000,000 | 0.00% | | Basic earnings per share (NT$ cents) | 4.87 | 3.87 | 25.84% | - Diluted earnings per share is the same as basic earnings per share as there were no potential dilutive ordinary shares during these periods36 Basic Earnings Per Share Basic earnings per share for the six months ended June 30, 2025, was NT$4.87 cents, calculated based on profit attributable to owners of NT$48.70 million and a weighted average of 1,000,000,000 shares outstanding - Basic earnings per share is calculated based on the profit for the period attributable to owners of the Company of approximately NT$48,699,000 (2024: approximately NT$38,703,000)34 - The weighted average number of ordinary shares outstanding during the period was 1,000,000,000 shares (2024: 1,000,000,000 shares)34 - Basic earnings per share was NT$4.87 cents (2024: NT$3.87 cents)35 Diluted Earnings Per Share Diluted earnings per share is identical to basic earnings per share for the six months ended June 30, 2025, as there were no potential dilutive ordinary shares during the period - As there were no potential dilutive ordinary shares during these periods, diluted earnings per share is the same as basic earnings per share36 Property, Plant and Equipment and Intangible Assets For the six months ended June 30, 2025, the Group acquired leasehold improvements of approximately NT$450 thousand and office equipment of approximately NT$453 thousand, with new intangible assets of approximately NT$289 thousand, and no construction in progress expenses - For the six months ended June 30, 2025, the Group acquired leasehold improvements at a cost of approximately NT$450,000 (2024: NT$129,000)38 - Office equipment of approximately NT$453,000 was acquired (2024: approximately NT$1,140,000)38 - New intangible assets of approximately NT$289,000 were added (2024: approximately NT$590,000)38 Trade Receivables As of June 30, 2025, net trade receivables decreased to NT$190.74 million from NT$208.58 million on December 31, 2024, with credit terms of 30 to 90 days and an impairment loss provision of NT$5.01 million Trade Receivables Analysis (As of June 30) | Indicator | June 30, 2025 (NT$ thousand) | December 31, 2024 (NT$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables | 195,746 | 213,590 | -8.36% | | Less: Impairment provision | (5,011) | (5,011) | 0.00% | | Net | 190,735 | 208,579 | -8.65% | - The Group normally grants credit periods ranging from 30 to 90 days (December 31, 2024: 30 to 90 days) to its major customers39 - As of June 30, 2025, an impairment loss provision of NT$5,011,000 was made (December 31, 2024: NT$5,011,000)42 Trade Receivables Analysis As of June 30, 2025, gross trade receivables totaled NT$195.75 million, with an impairment provision of NT$5.01 million, resulting in a net of NT$190.74 million, and the Group grants 30 to 90-day credit terms to major customers, applying a simplified approach for expected credit losses Trade Receivables Analysis (As of June 30) | Indicator | June 30, 2025 (NT$ thousand) | December 31, 2024 (NT$ thousand) | | :--- | :--- | :--- | | Trade receivables | 195,746 | 213,590 | | Less: Impairment provision | (5,011) | (5,011) | | Net | 190,735 | 208,579 | - The Group normally grants credit periods ranging from 30 to 90 days (December 31, 2024: 30 to 90 days) to its major customers39 - The Group applies the simplified approach under HKFRS 9 to measure expected credit losses, which requires the use of a lifetime expected loss allowance for all trade receivables40 Ageing Analysis As of June 30, 2025, trade receivables aged 0 to 30 days constituted the largest portion at NT$129.81 million, while receivables over 1 year increased to NT$17.16 million, with management deeming no additional impairment necessary due to no significant change in credit quality Ageing Analysis of Trade Receivables (As of June 30) | Ageing | June 30, 2025 (NT$ thousand) | December 31, 2024 (NT$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 129,812 | 151,404 | | 31 to 90 days | 26,726 | 26,879 | | 91 to 180 days | 13,779 | 6,276 | | 181 to 365 days | 3,257 | 17,092 | | Over 1 year | 17,161 | 6,928 | | Total | 190,735 | 208,579 | - Management, based on past credit history and considering current and forward-looking information, believes that no impairment provision is necessary for these balances due to no significant change in credit quality42 Trade and Other Payables As of June 30, 2025, total trade and other payables decreased by 24.15% to NT$225.60 million from NT$297.68 million on December 31, 2024, primarily due to a 35.11% reduction in trade payables to NT$127.66 million Trade and Other Payables (As of June 30) | Category | June 30, 2025 (NT$ thousand) | December 31, 2024 (NT$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 127,659 | 196,740 | -35.11% | | Other payables | 923 | 983 | -6.10% | | Accrued expenses | 82,217 | 82,284 | -0.08% | | Warranty provision | 14,798 | 17,671 | -16.26% | | Total | 225,597 | 297,678 | -24.15% | Trade Payables Analysis As of June 30, 2025, trade payables were NT$127.66 million, a 35.11% decrease from NT$196.74 million on December 31, 2024 Trade Payables (As of June 30) | Category | June 30, 2025 (NT$ thousand) | December 31, 2024 (NT$ thousand) | | :--- | :--- | :--- | | Trade payables | 127,659 | 196,740 | Ageing Analysis As of June 30, 2025, trade payables due on demand or within one month significantly decreased to NT$64.01 million from NT$112.15 million on December 31, 2024, while payables over one year slightly increased Ageing Analysis of Trade Payables (As of June 30) | Ageing | June 30, 2025 (NT$ thousand) | December 31, 2024 (NT$ thousand) | | :--- | :--- | :--- | | On demand or less than one month | 64,014 | 112,154 | | One month to three months | 46,637 | 73,245 | | Three months to one year | 14,945 | 9,763 | | Over one year | 2,063 | 1,578 | | Total | 127,659 | 196,740 | Bank Borrowings As of June 30, 2025, total bank borrowings decreased by 7.04% to NT$550.10 million from NT$591.79 million on December 31, 2024, comprising NT$330.12 million in secured and NT$219.98 million in unsecured borrowings, with unutilized facilities of approximately NT$405.00 million Total Bank Borrowings (As of June 30) | Category | June 30, 2025 (NT$ thousand) | December 31, 2024 (NT$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total secured borrowings | 330,122 | 335,364 | -1.56% | | Total unsecured borrowings | 219,981 | 256,421 | -14.21% | | Total Borrowings | 550,103 | 591,785 | -7.04% | - The Group's unutilized borrowing facilities amounted to approximately NT$405,000,000 (December 31, 2024: approximately NT$380,045,000)47 - As of June 30, 2025, bank interest rates ranged from 2.275% to 3.525% per annum (December 31, 2024: 2.275% to 6.320% per annum)46 Total Borrowings As of June 30, 2025, the Group's total bank borrowings were NT$550.10 million, with NT$450.71 million current and NT$99.39 million non-current, including NT$330.12 million secured and NT$219.98 million unsecured Total Bank Borrowings (As of June 30) | Category | Current (NT$ thousand) | Non-current (NT$ thousand) | Total (NT$ thousand) | | :--- | :--- | :--- | :--- | | Secured bank borrowings | 262,000 | - | 262,000 | | Secured long-term bank borrowings | 10,480 | 57,642 | 68,122 | | Total secured borrowings | 272,480 | 57,642 | 330,122 | | Unsecured bank borrowings | 140,000 | - | 140,000 | | Unsecured long-term bank borrowings | 38,232 | 41,749 | 79,981 | | Total unsecured borrowings | 178,232 | 41,749 | 219,981 | | Total Borrowings | 450,712 | 99,391 | 550,103 | Repayment Schedule As of June 30, 2025, the Group's bank borrowings include NT$450.71 million due within one year, NT$45.96 million due between one and two years, NT$37.71 million due between two and five years, and NT$15.72 million due after five years Bank Borrowings Repayment Schedule (As of June 30) | Repayment Period | June 30, 2025 (NT$ thousand) | December 31, 2024 (NT$ thousand) | | :--- | :--- | :--- | | Within one year | 450,712 | 468,025 | | More than one year but not more than two years | 45,958 | 48,763 | | More than two years but not more than five years | 37,713 | 54,036 | | After five years | 15,720 | 20,961 | | Total | 550,103 | 591,785 | Details of Secured and Unsecured Borrowings Secured short-term bank borrowings are collateralized by the Group's land and buildings at floating rates, while secured long-term borrowings are also collateralized by land and buildings, repaid in installments at floating rates, and unsecured short-term borrowings are four term loans at bank deposit rates plus a spread, with unsecured long-term borrowings being two installment loans at floating rates - Secured short-term bank borrowings consist of two loans, collateralized by the Group's land and buildings, and are repayable on their maturity dates45 - Secured long-term bank borrowings consist of two loans, collateralized by the Group's land and buildings, bearing interest at a floating rate of one-year postal savings deposit rate plus 0.74% per annum45 - Unsecured short-term bank borrowings consist of four term loans totaling NT$140,000,000, bearing interest at the bank's one-month deposit rate plus a specific spread48 - Unsecured long-term bank borrowings consist of two loans, bearing interest at a floating rate of one-year postal savings deposit rate plus 1.84% and 0.068% per annum, respectively, and are repayable in installments48 Share Capital As of June 30, 2025, the company's authorized share capital was 2,000,000,000 shares of HK$0.01 each, totaling NT$77.63 million, with 1,000,000,000 issued and fully paid shares totaling NT$38.82 million, unchanged from December 31, 2024 Share Capital Structure (As of June 30) | Category | Number of Shares | Share Capital (NT$ thousand) | | :--- | :--- | :--- | | Authorized share capital | 2,000,000,000 | 77,630 | | Issued and fully paid share capital | 1,000,000,000 | 38,815 | - The ordinary shares of HK$0.01 par value each in the Company's share capital remained unchanged as of December 31, 2024, January 1, 2025, and June 30, 202549 Dividends The Board does not recommend an interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (for the six months ended June 30, 2024: nil)50 Commitments The Group leases properties and office equipment under irrevocable short-term lease agreements, with total future minimum lease payments of NT$1.07 million due within one year as of June 30, 2025 - The Group leases properties and office equipment under irrevocable short-term lease agreements, which do not include renewal options51 Irrevocable Short-Term Lease Commitments (As of June 30) | Period | June 30, 2025 (NT$ thousand) | December 31, 2024 (NT$ thousand) | | :--- | :--- | :--- | | Within one year | 1,073 | 410 | Related Party Transactions Related parties include those with control or significant influence over financial and operating decisions, and during the period, the Group engaged in key management personnel compensation transactions totaling NT$13.92 million, a slight decrease from the prior period, which are not considered disclosable connected transactions under GEM Listing Rules - Related parties are those persons who have the ability to control or exercise significant influence over the financial and operating decisions of another party, and persons under common control are also considered related53 Key Management Personnel Compensation (For the six months ended June 30) | Compensation Category | 2025 (NT$ thousand) | 2024 (NT$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Short-term employee benefits — salaries, allowances and benefits in kind | 13,750 | 14,927 | -7.89% | | Post-employment benefits — defined contribution retirement plans | 172 | 176 | -2.27% | | Total | 13,922 | 15,103 | -7.70% | - To the best knowledge of the Directors, none of these related party transactions constituted connected transactions subject to disclosure under the GEM Listing Rules54 Management Discussion and Analysis Market Overview The global semiconductor market continued to grow in H1 2025, driven by AI, automotive electronics, new energy, and IoT, with SIA reporting a 19.8% increase in May 2025 sales to US$59 billion, and IDC/Gartner indicating stable smartphone/PC shipments and strong EV sales - In the first half of 2025, the global semiconductor market continued its growth trend, driven by new technologies such as AI, with increasing penetration rates of new technologies and products in automotive electronics, new energy, IoT, big data, and artificial intelligence56 - According to the latest report from the Semiconductor Industry Association (SIA), global semiconductor sales reached US$59 billion in May 2025, an increase of 19.8% from US$49.2 billion in May 2024, marking 19 consecutive months of year-on-year growth56 - International Data Corporation (IDC) reported that global smartphone shipments reached 295.2 million units in the second quarter of 2025, a year-on-year increase of 1%, marking eight consecutive quarters of growth57 - Gartner's preliminary statistics show that global personal computer (PC) shipments exceeded 63 million units in the second quarter of 2025, a year-on-year increase of 4.4%57 - Data from RhoMotion research firm indicates that global sales of electric and plug-in hybrid vehicles increased to 1.8 million units in June 2025, a year-on-year increase of 24%57 Business Review As a Taiwan-based turnkey solution provider and exporter of semiconductor manufacturing equipment and parts, the Group achieved solid performance in H1 2025, with total revenue up 9.40% to NT$585.31 million, total comprehensive income attributable to owners surging 118.02% to NT$68.24 million, and basic EPS increasing 25.84% to NT$4.87 cents - The Group is a Taiwan-based turnkey solution provider and exporter of parts and used semiconductor manufacturing equipment58 - For the six months ended June 30, 2025, the Group's total revenue reached approximately NT$585.31 million (for the six months ended June 30, 2024: approximately NT$535.01 million), representing a year-on-year increase of 9.40%58 - Total comprehensive income for the period attributable to owners of the Company was approximately NT$68.24 million (for the six months ended June 30, 2024: approximately NT$31.30 million), representing a significant year-on-year increase of 118.02%58 - Basic earnings per share was approximately NT$4.87 cents (for the six months ended June 30, 2024: approximately NT$3.87 cents), representing a year-on-year increase of 25.84%58 Overall Performance The Group's total revenue for H1 2025 reached NT$585.31 million, a 9.40% year-on-year increase, with total comprehensive income attributable to owners at NT$68.24 million, up 118.02%, and basic earnings per share at NT$4.87 cents, up 25.84% Overall Performance Overview (For the six months ended June 30) | Indicator | 2025 (NT$ million) | 2024 (NT$ million) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 585.31 | 535.01 | 9.40% | | Total comprehensive income for the period attributable to owners of the Company | 68.24 | 31.30 | 118.02% | | Basic earnings per share (NT$ cents) | 4.87 | 3.87 | 25.84% | Turnkey Solutions The Group provides turnkey solutions for parts and used semiconductor manufacturing equipment, including hot furnace tubes and developing devices, generating approximately NT$113.69 million in revenue for the six months ended June 30, 2025, representing 19.42% of total revenue, a decrease from the prior period - The parts and used semiconductor manufacturing equipment provided by the Group include hot furnace tubes, developing devices, etc., used in the front-end manufacturing process of semiconductors and wafer processing59 - For the six months ended June 30, 2025, the Group's revenue from turnkey solutions was approximately NT$113.69 million (for the corresponding period in 2024: approximately NT$226.60 million)59 - Revenue from turnkey solutions accounted for approximately 19.42% of the Group's total revenue (for the corresponding period in 2024: approximately 42.35%)59 Trading of Parts and Used Semiconductor Manufacturing Equipment During the review period, revenue from trading parts and used semiconductor manufacturing equipment was approximately NT$471.62 million, accounting for approximately 80.58% of the Group's total revenue, a significant increase from NT$308.41 million in the prior period - During the review period, the Group's revenue from trading of parts and used semiconductor manufacturing equipment was approximately NT$471.62 million (for the corresponding period in 2024: approximately NT$308.41 million)60 - Trading of parts and used semiconductor manufacturing equipment accounted for approximately 80.58% of the Group's total revenue (for the corresponding period in 2024: approximately 57.65%)60 Financial Review For the six months ended June 30, 2025, the Group's total revenue was NT$585.31 million, driven by significant growth in trading used semiconductor parts, with US and Taiwan operations revenue increasing by 78.54% and 48.97% respectively, gross profit rising 28.98% to NT$201.97 million, and total comprehensive income attributable to owners growing 118.02% - For the six months ended June 30, 2025, the Group's total revenue was approximately NT$585.31 million (for the corresponding period in 2024: approximately NT$535.01 million)61 - Revenue from US operations significantly increased by 78.54% compared to the previous year, accounting for approximately 38.68% of the Group's total revenue62 - Revenue from Taiwan operations increased by 48.97% compared to the previous year, accounting for approximately 49.69% of the Group's total revenue62 - The Group's gross profit increased by 28.98% year-on-year to approximately NT$201.97 million (for the corresponding period in 2024: approximately NT$156.59 million), while the overall gross profit margin increased by 5.24 percentage points to approximately 34.51% (for the corresponding period in 2024: approximately 29.27%)62 - Total comprehensive income for the period attributable to owners of the Company was approximately NT$68.24 million (for the corresponding period in 2024: approximately NT$31.30 million), representing a significant year-on-year increase of 118.02%63 - Basic earnings per share was approximately NT$4.87 (for the corresponding period in 2024: approximately NT$3.87), representing a year-on-year increase of 25.84%63 Revenue and Gross Profit The Group's total revenue was NT$585.31 million, with NT$471.62 million from trading used semiconductor parts, leading to a 28.98% increase in gross profit to NT$201.97 million and a 5.24 percentage point rise in gross profit margin to 34.51%, supported by 78.54% and 48.97% revenue growth in US and Taiwan operations respectively Revenue and Gross Profit Overview (For the six months ended June 30) | Indicator | 2025 (NT$ million) | 2024 (NT$ million) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 585.31 | 535.01 | 9.40% | | Turnkey solutions revenue | 113.69 | 226.60 | -49.83% | | Trading of used semiconductor parts revenue | 471.62 | 308.41 | 52.92% | | Gross profit | 201.97 | 156.59 | 28.98% | | Gross profit margin | 34.51% | 29.27% | 5.24 percentage points | - Revenue from US operations significantly increased by 78.54%, accounting for approximately 38.68% of the Group's total revenue62 - Revenue from Taiwan operations increased by 48.97%, accounting for approximately 49.69% of the Group's total revenue62 Profitability Total comprehensive income attributable to owners was NT$68.24 million, a substantial 118.02% year-on-year increase, with basic earnings per share growing by 25.84% to NT$4.87 cents Profitability Overview (For the six months ended June 30) | Indicator | 2025 (NT$ million) | 2024 (NT$ million) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Total comprehensive income for the period attributable to owners of the Company | 68.24 | 31.30 | 118.02% | | Basic earnings per share (NT$ cents) | 4.87 | 3.87 | 25.84% | Future Outlook Rapid global AI development is transforming the semiconductor industry, with WSTS forecasting 11.2% market growth to US$700.9 billion in 2025, Gartner projecting US$114.9 billion for AI semiconductors, and Taiwan's semiconductor output expected to grow 19.1%, while AI PCs, servers, and automotive semiconductors show strong potential despite smartphone market pressures - With the rapid development of global AI technology, the semiconductor industry is entering a historic turning point in its development64 - The World Semiconductor Trade Statistics (WSTS) forecasts that global semiconductor market sales will grow by 11.2% to US$700.9 billion in 202565 - Gartner estimates that the AI semiconductor market size will reach US$114.9 billion in 202565 - The Industrial Technology Research Institute (ITRI) International Institute of Industry Economics forecasts that Taiwan's semiconductor industry output value will grow by 19.1% to NT$6.33 trillion in 2025, reaching a new historical high65 - The Institute for Information Industry (MIC) forecasts that the popularization of AI PCs and the commercial replacement cycle will drive PC market growth in 2025, with server shipments expected to grow by 5.5%66 - PwC Taiwan estimates that the automotive semiconductor market will grow at an average annual rate of 10%, with the semiconductor value per vehicle increasing from US$800 in 2023 to US$1,350 in 203067 Liquidity and Capital Resources The Group primarily met liquidity needs through internal resources and bank borrowings, with total borrowings of approximately NT$550.10 million and a gearing ratio of approximately 38.77% as of June 30, 2025, an improvement from 48.45% - For the six months ended June 30, 2025, the Group primarily met its liquidity requirements through a combination of internal resources and bank borrowings69 - As of June 30, 2025, the Group's total borrowings amounted to approximately NT$550.10 million (December 31, 2024: approximately NT$591.79 million)69 - As of June 30, 2025, the Group's gearing ratio was approximately 38.77% (December 31, 2024: approximately 48.45%)69 Pledge of Assets As of June 30, 2025, the Group pledged certain land and buildings with a carrying value of approximately NT$251.49 million to secure long-term and short-term bank borrowings, a slight decrease from December 31, 2024 - As of June 30, 2025, the Group pledged certain land and buildings to secure the Group's long-term and short-term bank borrowings70 - The carrying value of the pledged assets was approximately NT$251.49 million (December 31, 2024: approximately NT$253.74 million)70 Exchange Rate Fluctuations and Hedging Risks The Group's operations are mainly in Taiwan, with most transactions settled in NTD and USD, and the Board will monitor exchange rate fluctuations and take appropriate measures, having engaged in no derivative or hedging activities for foreign exchange risk during the review period - The operating activities of the Group's subsidiaries are mainly conducted in Taiwan, and most transactions are settled in New Taiwan Dollars and US Dollars71 - The Group will closely monitor fluctuations in currency exchange rates and take appropriate measures when necessary71 - During the review period, the Group did not engage in any derivative activities or enter into any hedging activities for foreign exchange risk71 Capital Commitments and Contingent Liabilities As of June 30, 2025, the Group had no significant capital commitments or contingent liabilities, consistent with December 31, 2024 - As of June 30, 2025, the Group had no significant capital commitments (December 31, 2024: nil) and no significant contingent liabilities (December 31, 2024: nil)72 Significant Investments, Acquisitions, and Disposals of Subsidiaries and Capital Assets The Group made no significant investments, acquisitions, or disposals of subsidiaries and capital assets during the period - The Group had no significant investments in and disposals of subsidiaries and capital assets during the period73 Human Resources As of June 30, 2025, the Group employed approximately 264 full-time and contract employees primarily in Taiwan and China, with annual salary reviews for competitiveness and benefits including pensions, insurance, education, subsidies, and training - As of June 30, 2025, the Group employed approximately 264 employees74 - All employees of the Group are full-time and contract employees located in Taiwan and the People's Republic of China ("China")74 - Employee remuneration is reviewed annually to maintain competitive levels, and the Group also provides other benefits to employees, including but not limited to pensions, insurance, education, subsidies, and training courses74 Dividends The Board does not recommend an interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of a dividend for the six months ended June 30, 2025 (for the six months ended June 30, 2024: nil)75 Corporate Governance and Other Information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, or Debentures of the Company and its Associated Corporations As of June 30, 2025, Mr. Yang Ming-Hsiang and Ms. Wei Hung-Li each held a 70.21% long position in the company's shares, including beneficial ownership and interests as parties acting in concert, while Mr. Chiang Ting-Kuo held 0.25% due to spousal interest, with no other disclosable interests or short positions Directors' and Chief Executive's Long Positions in Shares (As of June 30) | Director's Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Total Shares | | :--- | :--- | :--- | :--- | | Mr. Yang Ming-Hsiang | Beneficial owner | 37,975,000 | 3.80% | | | Interest of a party acting in concert | 664,075,000 | 66.41% | | | Total | 702,050,000 | 70.21% | | Ms. Wei Hung-Li | Beneficial owner | 29,125,000 | 2.91% | | | Interest of a party acting in concert | 672,925,000 | 67.30% | | | Total | 702,050,000 | 70.21% | | Mr. Chiang Ting-Kuo | Interest of spouse | 2,450,000 | 0.25% | - Save as disclosed above, as of June 30, 2025, none of the Directors or chief executive of the Company had any interests or short positions in the shares, underlying shares, or debentures of the Company or any of its associated corporations that were required to be notified to the Company and the Stock Exchange78 Substantial Shareholders' Interests in Shares, Underlying Shares, or Debentures of the Company As of June 30, 2025, Chia Chien Development Limited, Ever Wealth Holdings Limited, Planeta Investments Limited, Tai Yi Investment Co., Ltd., Mr. Fan Chiang-Sheng, and Mr. Lin Yen-Po were substantial shareholders, with Tai Yi, Mr. Fan, and Mr. Lin each deemed to hold approximately 70.21% of shares due to a concert party agreement Substantial Shareholders' Long Positions in Shares (As of June 30) | Name of Substantial Shareholder | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Total Shares | | :--- | :--- | :--- | :--- | | Chia Chien Development Limited | Beneficial interest | 374,625,000 | 37.46% | | Ever Wealth Holdings Limited | Beneficial interest | 81,150,000 | 8.11% | | Planeta Investments Limited | Beneficial interest | 63,750,000 | 6.38% | | Tai Yi Investment Co., Ltd. | Beneficial interest | 111,300,000 | 11.13% | | | Interest of a party acting in concert | 590,750,000 | 59.08% | | | Total | 702,050,000 | 70.21% | | Mr. Fan Chiang-Sheng | Beneficial owner | 2,925,000 | 0.30% | | | Interest of a party acting in concert | 699,125,000 | 69.91% | | | Total | 702,050,000 | 70.21% | | Mr. Lin Yen-Po | Beneficial owner | 1,200,000 | 0.12% | | | Interest of a party acting in concert | 700,850,000 | 70.09% | | | Total | 702,050,000 | 70.21% | - Mr. Yang Ming-Hsiang, Tai Yi Investment Co., Ltd., Ms. Wei Hung-Li, Mr. Lin Yen-Po, and Mr. Fan Chiang-Sheng are a group of controlling shareholders who have agreed to certain arrangements regarding their shareholdings under a concert party agreement7983 Share Option Scheme and Rights to Subscribe The company adopted a share option scheme on June 20, 2017, but as of June 30, 2025, and the announcement date, no options have been granted, exercised, lapsed, or cancelled, and no outstanding options exist, nor do directors or chief executives hold any rights to subscribe for shares - The Share Option Scheme was adopted and approved by the then shareholders of the Company on June 20, 201793 - As of June 30, 2025, and up to the date of this interim results announcement, no share options have been granted, exercised, lapsed, or cancelled under the Share Option Scheme93 - As of June 30, 2025, and up to the date of this interim results announcement, there were no outstanding share options under the Share Option Scheme93 - Save as disclosed above, as of June 30, 2025, and up to the date of this announcement, none of the Directors and chief executive of the Company and their respective close associates had any interests in, or had been granted or exercised any rights to subscribe for, shares or related shares of the Company and/or its associated corporations84 Purchase, Sale, or Redemption of the Company's Listed Securities From January 1, 2025, to June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed shares - From January 1, 2025, to June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares94 Directors' Interests in Competing Businesses From the listing date to the announcement date, no director, controlling shareholder, or their close associates held direct or indirect interests as a director or shareholder in any business competing or potentially competing with the Group, or having other conflicts of interest - From the Listing Date up to the date of this announcement, none of the Directors, controlling shareholders, or any of their respective close associates were directors or shareholders of any business, other than the Group's business, that directly or indirectly competes or may compete with the Group's business or has other conflicts of interest with the Group86 Directors' Interests in Transactions, Arrangements, or Material Contracts From January 1, 2025, to June 30, 2025, neither the company nor any associated company entered into any transaction, arrangement, or material contract in which a director or an entity connected with a director had a direct or indirect material interest - Neither the Company nor any associated company entered into any transaction, arrangement, or material contract in which a Director of the Company or an entity connected with a Director had a direct or indirect material interest at any time during the period from January 1, 2025, to June 30, 202587 Directors' Securities Transactions / Model Code for Securities Transactions The company adopted the Model Code for Securities Transactions by Directors of Listed Issuers and confirmed directors' compliance from January 1, 2025, to June 30, 2025, also establishing written guidelines for employees with price-sensitive information, with no non-compliance found - The Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules for securities transactions by Directors88 - The Directors have confirmed that they have complied with the required standard of dealings from January 1, 2025, to June 30, 202588 - The Company has also established written guidelines for securities transactions by employees who may possess unpublished price-sensitive information of the Company, and no instances of non-compliance with the employee written guidelines have been found89 Compliance with Corporate Governance Code The Group adopted the principles and code provisions of the Corporate Governance Code, with no material deviations except for Code Provision C.2.1 (separation of Chairman and CEO roles), which the Board believes ensures consistent leadership and has sufficient checks and balances - The Group has adopted the principles and code provisions set out in the Corporate Governance Code (the "CG Code") contained in Appendix C1 to the GEM Listing Rules90 - Save for the deviation from Code Provision C.2.1 of the CG Code, which stipulates that the roles of chairman and chief executive should be separate and not performed by the same individual, the Group has not materially deviated from the CG Code90 - The Board believes that the dual role of Chairman and Chief Executive Officer by the same individual helps ensure consistent leadership within the Group and that sufficient checks and balances are in place90 Audit Committee and Review of Financial Statements The Audit Committee, established on June 20, 2017, comprising Mr. Cheng Chun Sing (Chairman), Mr. Kan Shing Chok, and Mr. Ho Pak Chuen (all independent non-executive directors), reviewed the Group's unaudited condensed consolidated interim results for the six months ended June 30, 2025, and is satisfied with its compliance with accounting standards and regulations - The Board established the Audit Committee of the Company on June 20, 2017, with written terms of reference in compliance with the GEM Listing Rules91 - The members of the Audit Committee include Mr. Cheng Chun Sing (Chairman of the Audit Committee), Mr. Kan Shing Chok, and Mr. Ho Pak Chuen, all of whom are independent non-executive Directors91 - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim results, interim report, the accounting principles and practices adopted by the Group, and other financial reporting matters for the six months ended June 30, 2025, in conjunction with management92 By Order of the Board This announcement is issued by the Board on August 21, 2025, by Mr. Yang
靖洋集团(08257) - 2025 - 中期业绩