透云生物(01332) - 2025 - 中期业绩

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group achieved a significant turnaround in performance in the first half of 2025, shifting from a loss in the same period of 2024 to a profit, primarily driven by a substantial increase in fair value gains on financial assets. Despite a decrease in revenue from continuing operations, overall profitability significantly improved Profit/(Loss) for the Period Overview | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Profit/(Loss) for the period | 28,054 | (48,819) | 76,873 (Turned to profit from loss) | | Profit/(Loss) for the period from continuing operations | 36,186 | (36,319) | 72,505 (Turned to profit from loss) | | Loss for the period from discontinued operations | (8,132) | (12,500) | 4,368 (Loss narrowed) | | Profit/(Loss) for the period attributable to owners of the Company | 11,243 | (47,969) | 59,212 (Turned to profit from loss) | | Profit/(Loss) for the period attributable to non-controlling interests | 16,811 | (850) | 17,661 (Turned to profit from loss) | Earnings/(Loss) Per Share | Metric | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | From continuing and discontinued operations (basic and diluted) | 0.40 | (1.71) | | From continuing operations (basic and diluted) | 0.60 | (1.26) | Revenue from Continuing Operations | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue from sales of goods and services provided | 36,581 | 46,202 | -20.8% | | Fair value loss on financial assets at fair value through profit or loss held for trading, net | (5,235) | – | N/A | | Interest income from money lending business | 175 | 1,675 | -89.6% | Gross Profit | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 13,548 | 19,128 | -29.2% | Total Other Comprehensive Income/(Loss) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Total comprehensive income/(loss) for the period | 26,937 | (48,267) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's non-current assets significantly increased due to fair value gains on financial assets, while both current assets and net current liabilities deteriorated. Despite this, total deficit narrowed due to profit for the period, and non-controlling interests increased Assets Overview | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 491,267 | 376,266 | +30.5% | | Current assets | 121,950 | 174,053 | -30.0% | | Total Assets | 613,217 | 550,319 | +11.4% | Liabilities Overview | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Current liabilities | 614,622 | 557,983 | +10.1% | | Non-current liabilities | 4,762 | 32,978 | -85.6% | | Total Liabilities | 619,384 | 590,961 | +4.8% | Equity Overview | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Equity (Deficit) attributable to owners of the Company | (63,837) | (83,200) | 19,363 (Deficit narrowed) | | Non-controlling interests | 57,670 | 42,558 | +15,112 | | Total Deficit | (6,167) | (40,642) | 34,475 (Deficit narrowed) | Net Current Liabilities | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Net current liabilities | (492,672) | (383,930) | (108,742) (Net liabilities increased) | Notes to the Condensed Consolidated Financial Statements This section provides detailed notes supporting the condensed consolidated financial statements, covering general information, accounting policies, segment data, and specific financial line items 1. General Information and Basis of Preparation Touyun Biotech Group Company Limited, incorporated in Bermuda, primarily engages in QR code solutions, packaging product manufacturing and sales, securities investment and money lending, and the production and sale of Chlamydomonas reinhardtii and microalgae products - The Company was incorporated in Bermuda on October 24, 2011[7] - Principal activities include: (i) providing QR code and solutions on product packaging; (ii) manufacturing and selling packaging products; (iii) securities investment and trading and money lending; and (iv) manufacturing and selling Chlamydomonas reinhardtii, microalgae and related products[7] 2. Significant Accounting Policies The Group faces significant going concern uncertainties due to high net current liabilities and net liabilities. Management has formulated liquidity plans, including seeking new financing, negotiating with creditors, market development, and cost control, and has prepared financial statements on a going concern basis based on the expected effectiveness of these measures - As of June 30, 2025, the Group had net current liabilities of approximately HK$492,672,000 and net liabilities of approximately HK$6,167,000, indicating significant uncertainties about its ability to continue as a going concern[8] - Liquidity plans include: negotiating new financing with financial institutions; communicating with directors and shareholders to request non-repayment or extension of payables; actively seeking more new financing sources; developing the sales market for Chlamydomonas reinhardtii and related products in Mainland China, and implementing cost control measures; and seeking other ways to increase working capital, such as disposing of unlisted investments in financial assets at fair value through profit or loss[8] - The Board of Directors is confident that the Group's financial position will recover and the going concern uncertainties will be resolved after the above measures become effective, thus the financial statements are prepared on a going concern basis[9] - The unaudited condensed interim 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 and Appendix 16 of the Listing Rules, using the historical cost convention, except for equity investments measured at fair value[10][11] - Accounting policies are consistent with the 2024 annual financial statements, except for amendments to Hong Kong Financial Reporting Standards mandatorily effective for annual periods beginning on or after January 1, 2025, such as the amendment to HKAS 21 "Lack of Exchangeability", which had no impact on the condensed interim consolidated financial information[12][13] 3. Operating Segment Information The Group has three reportable continuing operations segments: packaging products, financial investment, and Chlamydomonas reinhardtii products, with the QR code business reclassified as a discontinued operation. The financial investment segment achieved significant profit growth in the first half of 2025, while packaging products and Chlamydomonas reinhardtii products segments faced expanding losses - The Group has three reportable continuing operations segments: packaging products business, financial investment business, and Chlamydomonas reinhardtii products business[16] - The operating segment related to the QR code business has been classified as a discontinued operation during the period[17] Segment Revenue and Results (Continuing Operations) | Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | Revenue Change (%) | 2025 Results (HK$ thousand) | 2024 Results (HK$ thousand) | Results Change (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Packaging Products Business | 32,708 | 41,494 | -21.2% | (4,993) | (2,655) | (2,338) (Loss widened) | | Financial Investment Business | (5,060) | 1,675 | N/A | 68,076 | 847 | 67,229 (Profit significantly increased) | | Chlamydomonas reinhardtii Products Business | 3,873 | 4,708 | -17.7% | (15,150) | (12,738) | (2,412) (Loss widened) | | Total | 31,521 | 47,877 | -34.2% | 47,933 | (14,546) | 62,479 (Turned to profit from loss) | 4. Revenue The Group's total revenue from continuing operations decreased by 34.2% year-on-year, primarily due to reduced sales of packaging products and Chlamydomonas reinhardtii products, as well as fair value losses on financial assets - Revenue comprises net sales of goods, value of services provided, net fair value gains/(losses) on financial assets at fair value through profit or loss, and interest income from money lending business[19] Revenue from Continuing Operations Details | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Manufacturing and sales of packaging products | 32,708 | 41,494 | -21.2% | | Manufacturing and sales of Chlamydomonas reinhardtii products | 3,873 | 4,708 | -17.7% | | Fair value loss on financial assets at fair value through profit or loss held for trading, net | (5,235) | – | N/A | | Interest income from money lending business | 175 | 1,675 | -89.6% | | Total | 31,521 | 47,877 | -34.2% | - Revenue recognized at a point in time for the six months ended June 30, 2025, was HK$36,581,000 (2024: HK$46,202,000)[25] 5. Other Income, Gains and Losses, Net The Group's other income, gains, and losses, net, significantly increased, primarily driven by fair value gains on unlisted and listed equity investments, achieving a notable shift from loss to gain Other Income, Gains and Losses, Net | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Bank interest income | 9 | 34 | -25 | | Rental income | 1,635 | 1,510 | +125 | | Exchange differences, net | (301) | 468 | -769 | | Fair value changes on non-trading financial assets at fair value through profit or loss, net — Unlisted equity investments | 35,650 | (10,001) | +45,651 (Turned to profit from loss) | | Fair value changes on non-trading financial assets at fair value through profit or loss, net — Listed equity investments | 36,869 | – | +36,869 | | Government grants | 165 | 217 | -52 | | Others | 787 | 11 | +776 | | Total | 74,814 | (7,761) | +82,575 (Turned to profit from loss) | - Government grants of HK$165,000 were recognized for the six months ended June 30, 2025, as a reward for economic contributions to Changzhi City[22] 6. Finance Costs The Group's finance costs from continuing operations slightly increased, primarily due to higher interest expenses on bank and other borrowings Finance Costs Details | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Interest on lease liabilities | 280 | 446 | -166 | | Interest on bank and other borrowings | 4,082 | 3,808 | +274 | | Total | 4,362 | 4,254 | +108 | 7. Profit/(Loss) Before Tax The Group's profit before tax from continuing operations achieved a significant turnaround from loss to profit, primarily driven by increased fair value gains on financial assets, despite employee benefit expenses remaining high Profit/(Loss) Before Tax (Continuing Operations) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Profit/(Loss) Before Tax | 36,197 | (36,645) | 72,842 (Turned to profit from loss) | Key Expense Items | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 455 | 510 | -55 | | Depreciation of right-of-use assets | 5,067 | 5,337 | -270 | | Employee benefit expenses (including directors' emoluments) | 26,478 | 26,794 | -316 | 8. Income Tax The Group's income tax expense from continuing operations was minimal in the first half of 2025, a change from the tax credit in the same period of 2024, primarily due to adjustments for under-provision in prior periods Income Tax Expense/(Credit) (Continuing Operations) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Current tax — Hong Kong Profits Tax (Provision for the period) | – | – | – | | Current tax — Hong Kong Profits Tax (Over-provision in prior years) | – | (344) | +344 | | Current tax — PRC Enterprise Income Tax (Provision for the period) | – | 18 | -18 | | Current tax — PRC Enterprise Income Tax (Under-provision in prior periods) | 11 | – | +11 | | Deferred tax | – | – | – | | Income Tax Expense/(Credit) | 11 | (326) | +337 | - Hong Kong Profits Tax two-tiered rates: 8.25% for the first HK$2,000,000 of assessable profits, and 16.5% for profits exceeding this amount. The statutory tax rate for PRC Enterprise Income Tax is 25%[27] 9. Dividends The Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The directors do not recommend the payment of any interim dividend (nil for both the six months ended June 30, 2025 and 2024)[30] 10. Earnings/(Loss) Per Share Attributable to Owners of the Company Basic and diluted earnings per share attributable to owners of the Company significantly improved, turning from a loss to a profit, reflecting enhanced overall profitability from both continuing and discontinued operations Profit/(Loss) for the Period Attributable to Owners of the Company | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | From continuing operations | 16,935 | (35,469) | 52,404 (Turned to profit from loss) | | From discontinued operations | (5,692) | (12,500) | 6,808 (Loss narrowed) | | Total | 11,243 | (47,969) | 59,212 (Turned to profit from loss) | - The weighted average number of ordinary shares used in the calculation of basic and diluted earnings/(loss) per share was 2,805,952 thousand shares[31] - The exercise price of share options was higher than the average market price of ordinary shares during the period, thus the exercise of share options was not assumed in the calculation of diluted earnings/(loss) per share[31] 11. Property, Plant and Equipment The Group's acquisition expenditure on property, plant and equipment significantly decreased, while the value of assets disposed of or written off increased during the same period - For the six months ended June 30, 2025, acquisitions of property, plant and equipment amounted to HK$54,000 (2024: HK$1,352,000), a significant year-on-year decrease[32] - During the same period, property, plant and equipment with a total carrying amount of HK$2,316,000 (2024: HK$1,431,000) were disposed of/written off[32] 12. Financial Assets at Fair Value Through Profit or Loss The Group's non-current financial assets at fair value through profit or loss significantly increased, driven by rising fair values of both listed and unlisted equity investments. Concurrently, current financial assets have been fully reduced to zero Financial Assets at Fair Value Through Profit or Loss | Category | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Non-current assets | | | | | Unlisted equity investments | 164,552 | 95,902 | +68,650 | | Listed equity investments | 58,685 | – | +58,685 | | Subtotal | 223,237 | 95,902 | +127,335 | | Current assets | | | | | Listed equity investments held for trading | – | 51,180 | -51,180 | | Wealth management products | – | 2,147 | -2,147 | | Subtotal | – | 53,327 | -53,327 | - Unlisted equity investments involve ten private entities (2024: nine) engaged in consulting and financial services, property holding, microalgae product research and development and marketing, securities brokerage and asset management, securities trading investment, and money lending[34] 13. Trade Receivables The Group's trade receivables and related impairment loss provisions both significantly decreased, indicating stricter credit control and lower concentration of credit risk Trade Receivables (Net of Provision) | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Gross trade receivables | 15,122 | 37,319 | -59.5% | | Less: Provision for impairment loss | (2,852) | (15,035) | -81.0% | | Net | 12,270 | 22,284 | -44.9% | - Credit terms generally range from 30 to 90 days, with new customers typically required to make advance payments. The Group is committed to strict control over trade receivables and has established a credit monitoring department to minimize credit risk[35] Ageing Analysis of Trade Receivables (Net of Provision) | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 1 month | 5,932 | 12,971 | | 1 to 2 months | 3,001 | 2,287 | | 2 to 3 months | 1,465 | 3,272 | | Over 3 months | 1,872 | 3,754 | | Total | 12,270 | 22,284 | 14. Loans and Interest Receivables The Group's unsecured loans and interest receivables significantly decreased, with a corresponding substantial reduction in impairment loss provisions. These loans are unsecured and due within four years Loans and Interest Receivables (Unsecured) | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Gross loans and interest receivables | 2,821 | 16,555 | -83.0% | | Less: Provision for impairment loss | (169) | (1,131) | -85.1% | | Net | 2,652 | 15,424 | -82.8% | - Unsecured loans and interest receivables are due within four years (2024: five years)[37] - The effective annual interest rate is 6% (2024: 6%-7%)[38] 15. Trade Payables The Group's trade payables significantly decreased, particularly amounts overdue by more than three months, indicating improved payment efficiency Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 1 month | 4,628 | 5,989 | | 1 to 2 months | 882 | 1,194 | | 2 to 3 months | 427 | 383 | | Over 3 months | 798 | 4,962 | | Total | 6,735 | 12,528 | - Trade payables are non-interest bearing and generally settled within 30 to 60 days[39] 16. Other Payables and Accruals The Group's other payables and accruals decreased, including a reduction in construction payables for the Chlamydomonas reinhardtii and related products facility Other Payables and Accruals | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Other payables | 21,329 | 30,803 | -9,474 | | Accruals | 17,159 | 18,894 | -1,735 | | Total | 38,488 | 49,697 | -11,209 | - Other payables include construction payables of HK$11,962,000 (2024: HK$18,217,000) for the construction of Chlamydomonas reinhardtii and related products facilities in Lucheng District, Changzhi City, Shanxi Province, China[40] 17. Bank and Other Borrowings The Group's total bank and other borrowings increased, with most classified as current liabilities. These borrowings are secured by various assets and bear interest at rates ranging from 0.37% to 1% per month Total Bank and Other Borrowings | Category | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Secured bank borrowings | 58,185 | 68,739 | -10,554 | | Secured other borrowings | 22,063 | – | +22,063 | | Unsecured other borrowings | 313,124 | 297,386 | +15,738 | | Total | 393,372 | 366,125 | +27,247 | Liquidity Classification | Category | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Current portion | 389,559 | 339,318 | +50,241 | | Non-current portion | 3,813 | 26,807 | -22,994 | - Collateral includes buildings, leasehold land, machinery, and equity interests in subsidiaries. Interest rates range from 0.37% to 0.6% per month for secured bank borrowings; 0.42% to 1% per month for secured other borrowings; and 0.42% to 1% per month for unsecured other borrowings[42][43] 18. Amounts Due to a Director/a Shareholder of the Company Amounts due to a director and a shareholder of the Company are unsecured, interest-free, and repayable on demand - Amount due to a director of the Company was approximately HK$99,492,000 (2024: HK$97,192,000)[5] - Amount due to a shareholder of the Company was approximately HK$22,963,000 (2024: HK$24,632,000)[5] - These amounts are unsecured, interest-free, and repayable on demand[44] 19. Share Capital There were no changes in the Company's authorized and issued and fully paid share capital for the six months ended June 30, 2025 - Authorized share capital: 12,500,000 thousand shares of HK$0.04 each, totaling HK$500,000 thousand[47] - Issued and fully paid share capital: 2,805,592 thousand shares, totaling HK$112,238 thousand[47] 20. Share Option Scheme The Company terminated its old share option scheme and adopted a new 2025 scheme, granting multiple tranches of share options to employees, directors, and other participants with varying exercise prices and vesting periods. Share-based payment expenses were recognized during the period - The 2012 Scheme expired on May 17, 2022, the 2022 Scheme was terminated on June 13, 2025, and a new 2025 Scheme was adopted[48] Details of Share Options Granted (as of June 30, 2025) | Grant Date | Exercise Price (HK$) | Number of Outstanding Options (thousand shares) | Number of Exercisable Options (thousand shares) | | :--- | :--- | :--- | :--- | | October 8, 2020 (Employees) | 0.40 | 10,000 | 5,000 | | November 16, 2020 (Employees) | 0.60 | 10,200 | 10,200 | | November 16, 2020 (Other Participants) | 0.60 | 50,000 | 50,000 | | April 25, 2022 (Employees) | 1.34 | 6,490.5 | 5,309.25 | | September 30, 2024 (Directors) | 0.20 | 11,800 | – | | September 30, 2024 (Employees) | 0.20 | 51,200 | – | | September 30, 2024 (Other Participants) | 0.20 | 216,000 | – | - For the six months ended June 30, 2025, the Group recognized share-based payment expenses of HK$2,204,000 (2024: HK$1,620,000)[56] 21. Pledged Assets The Group's buildings, leasehold land, machinery, and equity interests in subsidiaries are all pledged as collateral for bank and other borrowings - As of June 30, 2025, buildings, leasehold land, and machinery were pledged to secure bank borrowings[43] - Two other borrowings were secured by shares of several of the Company's subsidiaries[43] 22. Discontinued Operations The Group has entered into an agreement to dispose of its QR code solutions business (Weidao International Limited), which has been reclassified as a discontinued operation, with its assets and liabilities presented separately as held for sale. The business experienced a decrease in revenue but a narrowing of loss before its termination - On May 6, 2025, the Group entered into an agreement to dispose of its entire 70% equity interest in Weidao International Limited for a cash consideration of RMB13,000,000, aiming to improve liquidity and strengthen its financial position[58] - As of June 30, 2025, the disposal had not been completed, but the assets and liabilities of Weidao and its subsidiaries (the Disposal Group) were classified as held for sale and presented separately[59] - The business of the Disposal Group (providing QR code solutions) has been reclassified as a discontinued operation[59] Financial Performance of Discontinued Operations | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Revenue from sales of goods and services provided | 16,021 | 26,845 | -10,824 | | Gross Profit | 8,053 | 12,811 | -4,758 | | Loss before tax | (8,132) | (12,500) | 4,368 (Loss narrowed) | | Loss for the period | (8,132) | (12,500) | 4,368 (Loss narrowed) | Assets and Liabilities Classified as Held for Sale (June 30, 2025) | Category | Amount (HK$ thousand) | | :--- | :--- | | Total Assets | 28,945 | | Total Liabilities | 39,338 | 23. Events After the Reporting Period Subsequent to the reporting period, the Group entered into an agreement to dispose of certain fixed assets located in Shanxi Province - On July 31, 2025, the Group entered into a sale and purchase agreement with an independent third party to dispose of certain fixed assets located in Shanxi Province for a cash consideration of approximately RMB14,817,000[64] Management Discussion and Analysis This section provides an overview of the Group's business and financial performance, including segment-specific reviews, liquidity, capital, and other relevant financial information Business Review The Group achieved a significant turnaround from loss to profit in the first half of 2025, primarily due to increased fair value gains on financial assets. Despite a decrease in revenue from continuing operations, overall profitability significantly improved - Profit for the period was HK$28,100,000, a significant improvement of HK$76,900,000 compared to a loss of HK$48,800,000 in the same period last year[65] - The improvement was mainly due to increased fair value gains on financial assets at fair value through profit or loss[65] - Revenue from continuing operations was approximately HK$36,600,000 (2024: HK$46,200,000), representing a year-on-year decrease of approximately 20.8%[65] - Overall gross profit margin was 37.0% (2024: 41.4%), showing a decrease[65] Financial Review and Outlook The Group's business segments showed mixed performance: packaging products and Chlamydomonas reinhardtii products businesses experienced revenue decline and widening losses, while the financial investment business performed strongly due to significant fair value gains. The QR code business was discontinued, with both its revenue and loss decreasing Packaging Products Business Packaging products business revenue decreased by 21.2%, leading to an increased segment loss, primarily due to reduced sales orders from major customers - Revenue was HK$32,700,000 (2024: HK$41,500,000), a decrease of 21.2%[66] - Segment loss was HK$5,000,000 (2024: HK$2,700,000), indicating an increased loss[66] - The increased loss was mainly due to reduced sales orders from major customers[66] Financial Investment Business The financial investment business recorded significant fair value gains, including both listed and unlisted investments, contributing substantially to the Group's overall profitability - Recorded fair value gains of HK$31,600,000 on listed investments classified as financial assets at fair value through profit or loss[67] - Recorded fair value gains of HK$35,700,000 on unlisted investments classified as financial assets at fair value through profit or loss (2024: loss of HK$10,000,000), primarily due to an increase in the fair value of unlisted investment assets[67] Chlamydomonas reinhardtii Products Business Chlamydomonas reinhardtii products business revenue decreased, and segment loss increased, mainly due to reduced sales and lower reversal of inventory impairment. The company is actively developing new products and expanding its market, with a positive outlook on its growth potential - Revenue was HK$3,900,000 (2024: HK$4,700,000)[68] - Segment loss was HK$15,200,000 (2024: HK$12,700,000), indicating an increased loss[68] - The increased loss was mainly due to reduced sales and lower reversal of inventory impairment[68] - The company is developing new products such as artificial fish, shrimp, and plant-based milk, and continuously expanding its market and customer base, with the Board of Directors believing the Chlamydomonas reinhardtii and microalgae products market has growth potential[68] Discontinued Operations The QR code business has been discontinued, with both its revenue and segment loss decreasing before its termination - QR code business revenue was HK$16,000,000 (2024: HK$26,000,000)[69] - Segment loss was HK$8,100,000 (2024: HK$13,200,000), indicating a narrowed loss[69] - The QR code business was discontinued during the period due to the disposal of Weidao[69] Interim Dividends The Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025[70] Liquidity and Financial Resources The Group's financial position improved, with the gearing ratio decreasing due to profit for the period. However, it still faces substantial outstanding borrowings and amounts due to directors and shareholders - As of June 30, 2025, the Group held cash balances of approximately HK$11,500,000[71] - The gearing ratio was approximately 102% (December 31, 2024: 113%), a decrease mainly due to improved net profit for the period[71] - Outstanding borrowings and payables include: secured bank borrowings of approximately HK$58,200,000; secured other borrowings of HK$22,100,000; unsecured other borrowings of HK$313,100,000; amounts due to a director of approximately HK$99,500,000; and amounts due to a shareholder of approximately HK$23,000,000[71] Share Capital There were no changes in the Group's share capital for the six months ended June 30, 2025 - No changes in share capital for the six months ended June 30, 2025[72] Pledged Assets The Group's buildings, leasehold land, machinery, and equity interests in certain subsidiaries are pledged to secure bank and other borrowings - Buildings (HK$19,500,000), leasehold land (HK$61,500,000), and machinery (HK$35,800,000) were pledged to secure bank borrowings of approximately HK$58,200,000[73] - Equity interests in certain subsidiaries secured two other borrowings amounting to HK$22,100,000[73] Contingent Liabilities As of June 30, 2025, the Group had no contingent liabilities - As of June 30, 2025, the Group had no contingent liabilities[74] Capital Commitments As of June 30, 2025, the Group had no capital commitments - As of June 30, 2025, the Group had no capital commitments[75] Finance Lease Commitments As of June 30, 2025, the Group had no outstanding finance lease commitments - As of June 30, 2025, the Group had no outstanding finance lease commitments[76] Foreign Exchange Risk The Group's revenue and expenses are primarily denominated in USD, HKD, and RMB. Although no foreign exchange hedging products were used during the period, the Group continuously monitors and actively manages currency risks - The majority of the Group's revenue is denominated in US dollars and Hong Kong dollars, while expenses are mainly denominated in US dollars, Hong Kong dollars, and Renminbi[77] - Given current financial market conditions, the Group did not use any foreign exchange hedging products to manage Renminbi currency risk during the period[77] - The Group continues to closely monitor exchange rate fluctuations and actively manage the currency risks involved[77] Events After the Reporting Period Subsequent to the reporting period, the Group entered into an agreement to dispose of fixed assets located in Shanxi for a cash consideration of approximately RMB14,817,000 - On July 31, 2025, the Group entered into a sale and purchase agreement with an independent third party to dispose of fixed assets located in Shanxi for a cash consideration of approximately RMB14,817,000[78] Material Investments, Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures During the period, the Group disposed of a 30% equity interest in Weidao International Limited and entered into an agreement to dispose of the remaining 70%, which was not completed by the end of the reporting period. There were no other material acquisitions or disposals during the period - On March 6, 2025, the Group disposed of a 30% equity interest in Weidao International Limited, a wholly-owned subsidiary of the Group, to an independent third party for a cash consideration of HK$5,333,000[79] - On May 6, 2025, the Group entered into a conditional sale agreement with the principal shareholder of Weidao to further dispose of a 70% equity interest in Weidao for a cash consideration of HK$13,867,000[79] - As of June 30, 2025, the 70% disposal had not been completed, and the Group retained control over Weidao[79] - For the six months ended June 30, 2025, there were no other disposals, nor any material acquisitions or disposals of subsidiaries, associates, and joint ventures[80] Employees As of June 30, 2025, the Group had approximately 465 full-time employees in Hong Kong and Mainland China, with remuneration based on performance, qualifications, capabilities, and market trends, including benefits such as share option schemes - As of June 30, 2025, the Group had approximately 465 full-time employees in Hong Kong and Mainland China[81] - The Group rewards employees based on their merits, qualifications, capabilities, and prevailing market salary trends[81] - Remuneration packages also include share option schemes, provident fund contributions, medical, and life insurance[81] Material Investments Held The Group holds approximately HK$58.7 million in listed investments and HK$164.6 million in unlisted investments, with Viva China Holdings, FreeOpt Holdings, and Tre 29 Investment being key material investments. Management will continue to prudently manage the investment portfolio in response to an uncertain market outlook - As of June 30, 2025, the Group held listed investments and unlisted investments of approximately HK$58,700,000 and HK$164,600,000, respectively[82] Details of Material Investments (Fair Value 5% or more of Total Assets) | Investment Nature | Investee | Shareholding (%) | June 30, 2025 Fair Value (HK$ thousand) | December 31, 2024 Fair Value (HK$ thousand) | Percentage of Group's Total Assets (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Listed Investment | Viva China Holdings Limited | 2.11 | 58,647 | 21,764 | 9.56 | | Unlisted Investment | FreeOpt Holdings Limited | 17.61 | 52,885 | 28,544 | 8.62 | | Unlisted Investment | Tre 29 Investment (Holdings) Limited | 11.32 | 40,630 | 24,950 | 6.63 | - Viva China is primarily engaged in securities trading and investment, financial services, money lending, etc. FreeOpt is primarily engaged in providing financing and money lending businesses. Tre 29 is primarily engaged in securities investment[83][84][85] - Management will continue to adopt a prudent approach to capital management and liquidity risk management for the Group's investment portfolio[85] Update on Use of Proceeds from Fund Raising Activities This report provides an update on the use of net proceeds from various fundraising activities between 2016 and 2021, detailing the actual allocation of funds for redeeming promissory notes, expanding the QR code business, R&D, equipment purchases, and general working capital - Net proceeds of HK$406,100,000 from the share placement in November 2016, of which HK$263,400,000 was fully used for redeeming promissory notes[87][89] - HK$142,700,000 was used for expanding and developing the QR code business, including HK$63,000,000 for acquisitions (completed), HK$14,400,000 for purchasing plant and equipment (used), HK$58,700,000 for R&D and working capital (used), and HK$6,600,000 for purchasing transportation equipment and materials (HK$3,200,000 used, HK$3,400,000 expected to be used in 2025)[88][90][91] - Net proceeds of HK$203,300,000 from the convertible bond issue in November 2017, of which HK$172,500,000 was fully used for expanding and developing the QR code business, and HK$30,800,000 was fully used as general working capital for corporate offices[92] - Net proceeds from subscriptions for new shares in March and April 2020 were HK$49,880,000 and HK$49,980,000 respectively, both fully used as general working capital for the Group[92] - Net proceeds of HK$19,980,000 from the subscription for new shares in July 2020, of which 70% was fully used for repaying interest on convertible bonds, and 30% was fully used as general working capital for the Group[92] - Net proceeds of HK$28,180,000 from the subscription for new shares in April 2021 were fully used as general working capital for the Group[92] Corporate Governance and Other Information This section outlines the Company's adherence to corporate governance principles, details on directors' securities transactions, changes in board composition, and the publication of financial information Corporate Governance The Company generally complied with the Corporate Governance Code during the reporting period, though the Board Chairman was unable to attend the general meetings due to other business commitments, with another director presiding - The Company has complied with the code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules throughout the six months ended June 30, 2025[93] - Deviation from Code Provision F.2.2: Mr. Wang Liang, the Chairman of the Board, was unable to attend the Annual General Meeting and Extraordinary General Meeting on June 13, 2025, due to other business commitments, and Mr. Du Dong presided over the meetings[93] Directors' Securities Transactions All directors have confirmed compliance with the standard code for securities transactions during the reporting period - All directors have confirmed their compliance with the required standards set out in the Model Code for Securities Transactions by Directors of Listed Issuers throughout the six months ended June 30, 2025[94] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[95] Changes in Directors' Information During the reporting period, there were several changes in the composition of the Board and its committees, including adjustments to the Chairman and members of the Nomination Committee, and the retirement of two directors - Effective July 4, 2025, Mr. Wang Liang ceased to be a member and chairman of the Nomination Committee, Mr. Du Dong ceased to be a member of the Nomination Committee, and Mr. Zhang Rongping was appointed as the chairman of the Nomination Committee[96] - Mr. Jia Wenjie and Mr. Hu Guohua retired as directors of the Company effective June 13, 2025[98] - Effective June 6, 2025, Mr. Du Chengquan ceased to be a member of the Nomination Committee, and Ms. Tian Yuze was appointed as a member of the Nomination Committee[98] Audit Committee The Company's unaudited condensed consolidated financial statements have been reviewed by the Audit Committee, which comprises three independent non-executive directors responsible for reviewing accounting principles, internal controls, and financial performance - The unaudited condensed consolidated financial statements for the six months ended June 30, 2025, have been reviewed by the Audit Committee[97] - The Audit Committee comprises three independent non-executive directors, with primary responsibilities including communicating with management, reviewing accounting principles and practices, internal controls, and interim and annual results[97] Publication of Financial Information This results announcement has been published on the HKEX website and the Company's website, and the 2025 interim report will be published and dispatched to shareholders in due course - The results announcement is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company's website (www.touyunbiotech.com.hk)[98](index=98&type=chunk) - The 2025 interim report will also be available on the above websites and dispatched to the Company's shareholders in due course[98]