中国恒有源集团(08128) - 2025 - 中期业绩

Company Overview and Highlights This section provides an overview of the company's interim results, highlighting key financial performance and the characteristics of the GEM market Report Statement and GEM Characteristics This report presents the interim results for the six months ended June 30, 2025, noting GEM's high investment risks for SMEs and the directors' full responsibility for content accuracy - The GEM market is positioned for small and medium-sized enterprises, entailing higher investment risks and market volatility[2] - The Stock Exchange disclaims responsibility for the announcement's content, with the company's directors assuming full responsibility for its accuracy and completeness[2] Financial Highlights During the review period, the company reported revenue of approximately HK$32,469 thousand, a net profit after tax of approximately HK$3,662 thousand, with no dividends declared for the period Key Financial Metrics | Indicator | Amount (HK$'000) | | :--- | :--- | | Revenue | 32,469 | | Net Profit After Tax | 3,662 | | Dividends Declared | None | Financial Performance and Analysis This section provides a detailed analysis of the company's financial performance, including consolidated statements of profit or loss, comprehensive income, financial position, changes in equity, and cash flows Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the company reported revenue of HK$32,469 thousand, gross profit of HK$9,208 thousand, profit for the period of HK$3,662 thousand, and profit attributable to owners of the parent of HK$3,948 thousand, with basic and diluted earnings per share of HK$0.09 cents, showing significant growth from the prior year Condensed Consolidated Statement of Profit or Loss (HK$'000) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Revenue | 32,469 | 31,472 | +3.17% | | Cost of Sales | (23,261) | (22,773) | +2.14% | | Gross Profit | 9,208 | 8,699 | +5.85% | | Other Income and Gains | 11,143 | 4,730 | +135.58% | | Selling and Distribution Expenses | (4,579) | (5,048) | -9.29% | | Administrative Expenses | (17,446) | (16,235) | +7.46% | | Net Reversal of Impairment Loss on Contract Assets | 8,634 | 6,065 | +42.36% | | Finance Costs | (1,531) | (1,817) | -15.74% | | Profit (Loss) Before Tax | 3,835 | (2,803) | Turned from loss to profit | | Profit for the Period | 3,662 | 159 | +2203.14% | | Profit Attributable to Owners of the Parent | 3,948 | 176 | +2143.18% | | Basic and Diluted Earnings Per Share (HK cents) | 0.09 | 0.003 | +2900% | Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the company's total comprehensive income for the period was HK$7,543 thousand, a significant improvement from the prior year's loss of HK$1,787 thousand, primarily driven by positive exchange differences and share of other comprehensive income from associates Condensed Consolidated Statement of Comprehensive Income (HK$'000) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Profit for the Period | 3,662 | 159 | +2203.14% | | Exchange Differences Arising from Translation of Overseas Operations | 993 | (1,451) | Turned from negative to positive | | Share of Other Comprehensive Income (Loss) of Associates | 3,110 | (157) | Turned from negative to positive | | Total Comprehensive Income (Loss) for the Period | 7,543 | (1,787) | Turned from loss to profit | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets were HK$834,237 thousand, total liabilities were HK$541,422 thousand, and net assets were HK$292,816 thousand, showing an improvement in net current liabilities and an increase in net assets compared to December 31, 2024 Condensed Consolidated Statement of Financial Position (HK$'000) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 393,950 | 398,982 | -1.26% | | Total Current Assets | 440,285 | 457,820 | -3.83% | | Total Current Liabilities | 446,199 | 467,988 | -4.66% | | Net Current (Liabilities) | (5,914) | (10,168) | Improved by 41.83% | | Net Assets | 292,816 | 284,100 | +3.07% | | Total Equity | 292,816 | 284,100 | +3.07% | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the company's total equity increased from HK$284,100 thousand to HK$292,816 thousand, primarily due to profit for the period, an increase in exchange fluctuation reserve, and the impact of treasury share sales and repurchases Condensed Consolidated Statement of Changes in Equity (HK$'000) | Indicator | January 1, 2025 (HK$'000) | June 30, 2025 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Total Equity Attributable to Owners of the Parent | 266,042 | 274,775 | +3.28% | | Non-Controlling Interests | 18,058 | 18,042 | -0.09% | | Total Equity | 284,100 | 292,816 | +3.07% | - Profit for the period was HK$3,948 thousand, exchange fluctuation reserve increased by HK$3,611 thousand, sale of treasury shares contributed HK$1,345 thousand, and share repurchases reduced equity by HK$171 thousand[25] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the company experienced a net cash outflow from operating activities of HK$9,190 thousand, a net cash inflow from investing activities of HK$2,212 thousand, and a net cash inflow from financing activities of HK$1,175 thousand, resulting in cash and cash equivalents of HK$46,353 thousand at period-end, a decrease from the beginning of the period Condensed Consolidated Statement of Cash Flows (HK$'000) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Net Cash from (Used in) Operating Activities | (9,190) | (14,331) | Improved by 35.88% | | Net Cash from Investing Activities | 2,212 | 937 | +136.07% | | Net Cash from (Used in) Financing Activities | 1,175 | – | Turned from negative to positive | | Net Increase (Decrease) in Cash and Cash Equivalents | (5,803) | (13,394) | Improved by 56.67% | | Cash and Cash Equivalents at End of Period | 46,353 | 53,110 | -12.72% | Financial Review This section outlines the company's financial performance for the six months ended June 30, 2025, showing a slight revenue increase, significant profit growth driven by improved gross margin, increased other income, and contributions from associates, alongside reduced selling expenses and higher administrative costs - Revenue slightly increased by 3.17% year-on-year, reaching HK$32,469 thousand[7] - Profit for the period significantly grew to HK$3,662 thousand from HK$159 thousand in the prior year, primarily driven by an increase in gross margin, other income, and share of profits from associates/joint ventures[8] - Other income and gains surged by 135.58% to HK$11,143 thousand, mainly due to the recognition of HK$6,510 thousand in government subsidies[8] - Selling and distribution expenses decreased year-on-year, while administrative expenses rose by 7.46% due to increased legal service fees[8] Revenue and Gross Profit For the six months ended June 30, 2025, the company's total revenue was HK$32,469 thousand, comprising HK$29,687 thousand from contracts with customers and HK$2,782 thousand from rental income, with shallow geothermal energy business contributing the majority of contract revenue from construction services in mainland China Revenue by Source (HK$'000) | Revenue Source | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Contract Revenue with Customers | 29,687 | 31,252 | -5.01% | | Rental Income | 2,782 | 220 | +1164.55% | | Total Revenue | 32,469 | 31,472 | +3.17% | Contract Revenue by Type (2025) (HK$'000) | Contract Revenue Type (2025) | Shallow Geothermal Energy (HK$'000) | Air Source/Shallow Geothermal Heat Pumps (HK$'000) | Total (HK$'000) | | :--- | :--- | :--- | :--- | | Sale of Industrial Products | – | 101 | 101 | | Construction Services | 29,586 | – | 29,586 | | Total Contract Revenue | 29,586 | 101 | 29,687 | - The shallow geothermal energy segment contributed HK$29,586 thousand in construction service revenue, primarily from mainland China, with revenue recognized over time as services are transferred[36] Other Income and Gains For the six months ended June 30, 2025, total other income and gains significantly increased to HK$11,143 thousand from HK$4,730 thousand in the prior year, primarily driven by HK$6,519 thousand in subsidy income and HK$2,283 thousand in dividend income Other Income and Gains (HK$'000) | Other Income Type | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Interest Income | 1,570 | 1,749 | -10.35% | | Dividend Income from Equity Investments | 2,283 | 1,221 | +87.00% | | Subsidy Income | 6,519 | – | New | | Others | 771 | 1,695 | -54.51% | | Total Other Income | 11,143 | 4,730 | +135.58% | Selling and Administrative Expenses For the six months ended June 30, 2025, selling and distribution expenses decreased year-on-year due to enhanced cost control, while administrative expenses increased by 7.46% primarily due to higher legal service fees - Selling and distribution expenses decreased from HK$5,048 thousand to HK$4,579 thousand, mainly due to enhanced cost control[8] - Administrative expenses increased from HK$16,235 thousand to HK$17,446 thousand, a rise of HK$1,211 thousand or 7.46%, primarily due to increased legal service fees[8] Finance Costs For the six months ended June 30, 2025, finance costs amounted to HK$1,408 thousand, primarily consisting of interest on lease liabilities, representing a decrease from the prior year Finance Costs (HK$'000) | Finance Cost Type | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Interest on Bank and Other Borrowings | – | 392 | -100% | | Interest on Lease Liabilities | 1,408 | 1,425 | -1.19% | | Total Finance Costs | 1,408 | 1,817 | -22.40% | Income Tax Expense The Group is exempt from income tax in the Cayman Islands and BVI, and has no assessable profits for Hong Kong profits tax, while mainland China subsidiaries are subject to a 25% corporate income tax rate, with some high-tech enterprises enjoying a 15% preferential rate, resulting in an income tax expense of HK$173 thousand for the period, compared to a negative value in the prior year due to over-provision - The Cayman Islands, British Virgin Islands, and Hong Kong are exempt from income tax[42][43] - Mainland China subsidiaries are subject to a 25% corporate income tax rate, with high-tech enterprises enjoying a 15% preferential tax rate[43][44] Income Tax Expense (HK$'000) | Income Tax Expense | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Current – Mainland China | 173 | 53 | +226.42% | | Over-provision in Prior Years | – | (3,015) | Turned from negative to zero | | Total Tax Charged for the Period | 173 | (2,962) | Turned from negative to positive | Profit for the Period and Earnings Per Share For the six months ended June 30, 2025, profit for the period was HK$3,662 thousand, profit attributable to ordinary equity holders of the parent was HK$3,948 thousand, and basic and diluted earnings per share were HK$0.09 cents, representing a significant improvement from the prior year, with no dividends declared for the period Profit and Earnings Per Share (HK$'000) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Profit (Loss) Attributable to Ordinary Equity Holders of the Parent | 3,948 | 176 | +2143.18% | | Basic and Diluted Earnings Per Share (HK cents) | 0.09 | 0.003 | +2900% | - No dividends were declared for the period[47] Operating Segments and Business Development This section details the company's principal activities and operating segments, including shallow geothermal energy, air source/shallow geothermal heat pumps, property investment, and securities trading, along with a review of business strategies and future outlook Company Information and Principal Activities China Everbright Greentech Group Limited is incorporated in the Cayman Islands, listed on the Hong Kong Stock Exchange GEM, with principal activities including providing, installing, and maintaining shallow geothermal energy utilization systems, selling air source/shallow geothermal heat pump products, property investment, and securities trading - The company is incorporated in the Cayman Islands, with shares listed on the GEM of the Hong Kong Stock Exchange[27] - Principal activities include shallow geothermal energy systems, air source/shallow geothermal heat pump product sales, property investment, and securities trading[29] Operating Segment Information The company is organized into four operating segments: shallow geothermal energy, air source/shallow geothermal heat pumps, property investment and development, and securities investment and trading, with management monitoring segment performance for resource allocation and evaluation - The company is divided into four operating segments: shallow geothermal energy, air source/shallow geothermal heat pumps, property investment and development, and securities investment and trading[32] - Segment results are assessed based on adjusted profit/loss before tax, excluding profit/loss from associates/joint ventures, interest income, certain other income, administrative costs, and non-lease finance costs[30] Segment Revenue and Results For the six months ended June 30, 2025, the shallow geothermal energy segment contributed the majority of external revenue and segment results, while the property investment and development segment showed significant revenue growth, and the securities investment and trading segment generated no revenue Segment Revenue and Results (HK$'000) | Segment | 2025 Revenue (HK$'000) | 2024 Revenue (HK$'000) | 2025 Results (HK$'000) | 2024 Results (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Shallow Geothermal Energy | 29,586 | 30,617 | 10,059 | 9,185 | | Air Source/Shallow Geothermal Heat Pumps | 101 | 635 | 18 | 635 | | Property Investment and Development | 2,782 | 220 | 1,254 | 220 | | Securities Investment and Trading | – | – | – | – | | Total (External Sales) | 32,469 | 31,472 | 11,331 | 9,500 | - Shallow geothermal energy segment revenue slightly decreased, but segment results improved, while property investment and development segment revenue and results both significantly increased[33] Segment Assets and Liabilities As of June 30, 2025, the shallow geothermal energy segment and property investment and development segment constituted the primary components of assets and liabilities, with both total segment assets and liabilities decreasing compared to June 30, 2024 Segment Assets and Liabilities (HK$'000) | Segment | June 30, 2025 Assets (HK$'000) | June 30, 2024 Assets (HK$'000) | June 30, 2025 Liabilities (HK$'000) | June 30, 2024 Liabilities (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Shallow Geothermal Energy | 268,356 | 569,572 | 275,206 | 587,798 | | Air Source/Shallow Geothermal Heat Pumps | 6 | 7,955 | – | 23,107 | | Property Investment and Development | 487,891 | 485,484 | 87,253 | 331,659 | | Securities Investment and Trading | 60,426 | 314,484 | 8,990 | 9,870 | | Total Segment Assets | 816,679 | 1,377,496 | 371,449 | 952,434 | - Shallow geothermal energy segment assets and liabilities significantly decreased, and securities investment and trading segment assets also notably declined[34] Contract Status As of June 30, 2025, the Group's value of contracts on hand was approximately HK$80,000 thousand, a significant increase from the prior year Value of Contracts on Hand (HK$'000) | Indicator | June 30, 2025 (HK$'000) | June 30, 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Value of Contracts on Hand | 80,000 | 50,000 | +60% | Business Review and Outlook During the review period, the Group improved gross margin through cost control and optimized design, actively promoting an exclusive agency system for geothermal heat pump projects, focusing on core business, strengthening project and financial management, and benefiting from national policy support for renewable energy - The Group achieved an increase in gross margin by rigorously controlling costs and optimizing design[17] - An exclusive agency system for high-efficiency clean heating projects using geothermal heat pumps was implemented to expand market reach[18] - The Group focused on its core business, strengthened project management and independent accounting systems, and enhanced financial management to mitigate risks[18] - National policies, such as the "Guiding Opinions on Vigorously Implementing Renewable Energy Substitution Actions," provide favorable support for the Group's promotion of shallow geothermal energy[18] - The Board of Directors led the Group to achieve a "U-shaped reversal," promoting the high-quality development of the emerging industry of geothermal heat pump clean heating and cooling integration in northern winters[19] Financial Position and Management This section covers the company's liquidity, capital structure, gearing ratio, asset pledges, contingent liabilities, material acquisitions and disposals, financial policies, and trade receivables and payables Liquidity, Capital Structure, and Gearing Ratio As of June 30, 2025, the Group's net current liabilities improved to approximately HK$5,914 thousand from HK$10,168 thousand on December 31, 2024, with cash and cash equivalents of HK$46,353 thousand and a gearing ratio decreasing to 46% from 49% Liquidity, Capital Structure, and Gearing Ratio (HK$'000) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Net Current Liabilities | 5,914 | 10,168 | Improved by 41.83% | | Cash and Cash Equivalents | 46,353 | 52,586 | -11.95% | | Gearing Ratio | 46% | 49% | Decreased by 3 percentage points | Pledge of Assets and Contingent Liabilities As of June 30, 2025, the Group had no pledge of assets or significant contingent liabilities - As of June 30, 2025, the Group had no pledge of assets[12] - As of June 30, 2025, the Group had no significant contingent liabilities[15] Material Acquisitions and Disposals For the six months ended June 30, 2025, the Group did not engage in any material acquisition or disposal activities - During the review period, the Group had no material acquisitions or disposals[13] Financial Policy The Group adopts a conservative treasury policy, holding all monetary funds in Hong Kong dollars or the local currency of its subsidiaries' operating locations to minimize foreign exchange risk - A conservative treasury policy is adopted, holding funds in HKD or local currencies to minimize foreign exchange risk[14] Trade and Other Receivables and Payables This section details the aging analysis of trade receivables and payables, noting the company's strict monitoring of outstanding receivables with no significant credit risk concentration, and trade payables and bills payable generally settled within six months - The company primarily conducts transactions with customers on credit, typically with a three-month credit period, and strictly monitors outstanding receivables[51] - Trade receivables are non-interest bearing and have no significant concentration of credit risk[51] - Trade payables and bills payable are interest-free and generally settled within six months[53] Trade Receivables As of June 30, 2025, net trade receivables amounted to HK$3,174 thousand, a decrease from HK$4,811 thousand on December 31, 2024, with the highest proportion of receivables aged within 90 days Trade Receivables (HK$'000) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Net Trade Receivables | 3,174 | 4,811 | -34.02% | Trade Receivables Aging Analysis (HK$'000) | Aging | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Within 90 days | 2,433 | 3,997 | | 91 to 180 days | 89 | 116 | | 181 to 365 days | 297 | 282 | | Over 365 days | 355 | 416 | | Total | 3,174 | 4,811 | Trade Payables and Bills Payable As of June 30, 2025, total trade payables and bills payable amounted to HK$119,596 thousand, a decrease from HK$139,369 thousand on December 31, 2024, with the largest proportion of payables aged over 365 days Trade Payables and Bills Payable (HK$'000) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Trade Payables and Bills Payable | 119,596 | 139,369 | -14.20% | Trade Payables and Bills Payable Aging Analysis (HK$'000) | Aging | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Within 90 days | 15,271 | 22,968 | | 91 to 180 days | 13,587 | 13,867 | | 181 to 365 days | 11,884 | 17,048 | | Over 365 days | 78,854 | 85,486 | | Total | 119,596 | 139,369 | Share Capital and Capital Commitments As of June 30, 2025, the company's issued and fully paid ordinary share capital remained at HK$353,043 thousand, consistent with December 31, 2024, with no significant capital commitments at the end of the reporting period Share Capital (HK$'000) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Issued and Fully Paid Ordinary Share Capital | 353,043 | 353,043 | - At the end of the reporting period, the Group had no significant capital commitments[55] Shareholders and Corporate Governance This section details the interests of directors, chief executives, and substantial shareholders, outlines share schemes, directors' securities transactions, corporate governance code compliance, audit committee activities, and updates on directors' information, as well as share repurchases and sales of treasury shares Directors' and Chief Executive's Interests As of June 30, 2025, several directors and the chief executive held long positions in the company's shares, with Mr. Xu Shengheng and his spouse holding 15.99%, Ms. Liu Ening holding 5.59%, and Mr. Zhang Yiying and his controlled corporations holding 5.65%, while Mr. Wu Qiang resigned as an independent non-executive director on March 28, 2025 Directors' and Chief Executive's Interests in Shares | Name | Number of Shares Held | % of Voting Shares | | :--- | :--- | :--- | | Mr. Xu Shengheng (Beneficial Owner + Spouse's Interest) | 723,153,400 | 15.99% | | Ms. Liu Ening (Beneficial Owner) | 253,000,000 | 5.59% | | Mr. Zhang Yiying (Beneficial Owner + Controlled Corporation's Interest) | 255,504,000 | 5.65% | | Mr. Wu Qiang (Beneficial Owner) | 5,000,000 | 0.11% | | Mr. Guan Chenghua (Beneficial Owner) | 5,000,000 | 0.11% | | Mr. Yang Mingzhong (Beneficial Owner) | 1,760,000 | 0.04% | - Mr. Wu Qiang resigned as an independent non-executive director on March 28, 2025[61] - Other directors, Mr. Liao Yuan, Mr. Dai Qi, Mr. Zhang Honghai, and Mr. Guo Guanglei, held no interests in the company's shares at period-end[62] Substantial Shareholders' and Other Persons' Interests As of June 30, 2025, China Everbright Greentech (Hong Kong) Investment Co., Ltd. and its parent, China Everbright Greentech Group Co., Ltd., were the largest substantial shareholders, holding 26.30% of the company's shares, with Ms. Lu Haiwen, Mr. Wang Zhiyu, and Ms. Wang Xinmeng holding shares through spouse's interests Substantial Shareholders' and Other Persons' Interests in Shares | Name | Number of Shares Held | % of Voting Shares | | :--- | :--- | :--- | | China Everbright Greentech (Hong Kong) Investment Co., Ltd. | 1,190,000,000 | 26.30% | | China Everbright Greentech Group Co., Ltd. | 1,190,000,000 | 26.30% | | Ms. Lu Haiwen (Spouse's Interest) | 723,153,400 | 15.99% | | Mr. Wang Zhiyu (Spouse's Interest) | 253,000,000 | 5.59% | | Ms. Wang Xinmeng (Spouse's Interest) | 255,504,000 | 5.65% | | Universal Zone Limited | 250,000,000 | 5.53% | - The company is not aware of any substantial shareholders or other persons holding long or short positions in equity derivatives such as share options, warrants, or convertible bonds[66][67] Share Schemes The company adopted an Option Scheme and a Share Award Scheme on September 6, 2024, both valid for ten years, with no options or awarded shares granted under these schemes as of June 30, 2025, and a total of 452,692,516 shares available for grant under each scheme - The 2024 Option Scheme and Share Award Scheme were adopted on September 6, 2024, with a ten-year validity period[68] - As of June 30, 2025, no options or awarded shares have been granted under these schemes[70] - The total number of shares available for grant under each scheme is 452,692,516 shares[70] Directors' Securities Transactions The company has not adopted a code for directors' securities transactions, but inquiries confirmed that no directors failed to comply with the GEM Listing Rules' dealing restrictions and code of conduct for directors' securities transactions during the review period - The company has not adopted a code for directors' securities transactions, but directors complied with the GEM Listing Rules' dealing restrictions during the review period[74] Corporate Governance Code During the review period, the company complied with all code provisions of Appendix C1 to the GEM Listing Rules' Corporate Governance Code, except for Mr. Liao Yuan, a non-executive director, who did not attend the Annual General Meeting due to other commitments - The company complied with the Corporate Governance Code, except for non-executive director Mr. Liao Yuan's absence from the Annual General Meeting[75] Audit Committee The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing and overseeing the Group's financial reporting, risk management, and internal control systems; Mr. Guo Guanglei was appointed to the committee following Mr. Wu Qiang's resignation, and the committee has reviewed these interim results - The Audit Committee comprises three independent non-executive directors, responsible for financial reporting, risk management, and internal controls[73] - Following Mr. Wu Qiang's resignation, Mr. Guo Guanglei was appointed as an independent non-executive director and joined the Audit Committee[73] Update on Directors' Information Mr. Wu Qiang resigned as an independent non-executive director and from several committee positions on March 28, 2025, and Mr. Guo Guanglei was appointed to succeed him on the same date - Mr. Wu Qiang resigned as an independent non-executive director and from related committee positions on March 28, 2025[78] - Mr. Guo Guanglei was appointed as an independent non-executive director and chairman of related committees on March 28, 2025[78] Repurchase, Redemption or Sale of the Company's Listed Securities During the review period, the company repurchased a total of 4,080,000 shares under the 2024 and 2025 repurchase mandates for a total consideration of HK$170,864, with an additional 6,112,000 shares repurchased post-period, and 22,416,000 treasury shares sold to an independent third party on April 17, 2025, with proceeds used for general working capital - Directors were granted a 2025 repurchase mandate to repurchase up to 10% of the total issued shares[79] - For the six months ended June 30, 2025, the company repurchased a total of 4,080,000 shares for a total consideration of HK$170,864[80] - Subsequent to June 30, 2025, and up to the announcement date, the company repurchased an additional 6,112,000 shares for a total consideration of HK$244,048[80] - On April 17, 2025, the company sold 22,416,000 treasury shares to an independent third party at a premium of approximately 53.85% to the market price, with net proceeds used for general working capital[82] Share Repurchases During the review period, the company repurchased a total of 4,080,000 shares under the 2024 and 2025 repurchase mandates for a total consideration of HK$170,864, with an additional 6,112,000 shares repurchased post-period, held as treasury shares to provide financial flexibility Share Repurchases (HKD) | Repurchase Period | Number of Shares Repurchased | Total Consideration (HKD) | | :--- | :--- | :--- | | January 2025 (2024 Mandate) | 1,064,000 | 47,704 | | May 2025 (2025 Mandate) | 1,744,000 | 73,352 | | June 2025 (2025 Mandate) | 1,272,000 | 49,808 | | Total During Review Period | 4,080,000 | 170,864 | | July 2025 (Post-Period) | 6,112,000 | 244,048 | - Repurchased shares are held as treasury shares to provide financial flexibility, potentially for resale or share schemes[81] Sale of Treasury Shares On April 17, 2025, the company sold 22,416,000 treasury shares to an independent third party, Mr. Long Yun, at HK$0.06 per share, representing a premium of approximately 53.85% to the market price, with net proceeds of approximately HK$300,651.01 allocated for general working capital - On April 17, 2025, 22,416,000 treasury shares were sold at HK$0.06 per share, representing a premium of approximately 53.85% to the market price[82] - Net proceeds from the sale, approximately HK$300,651.01, will be used for general working capital[82] Treasury Shares (Shares) | Indicator | January 1, 2025 (Shares) | June 30, 2025 (Shares) | Date of this Announcement (Shares) | | :--- | :--- | :--- | :--- | | Number of Treasury Shares | 21,352,000 | 3,016,000 | 9,128,000 | Notes and Supplementary Information This section provides details on the basis of preparation and accounting policies, related party transactions, fair value of financial instruments, competition and conflicts of interest, amendments to the company's memorandum and articles of association, and the change of auditor's registered name Basis of Preparation and Accounting Policies The condensed consolidated interim financial statements are prepared in Hong Kong dollars in accordance with Chapter 18 of the GEM Listing Rules and HKAS 34, with accounting policies consistent with the 2024 annual financial statements, and newly adopted HKFRSs effective from January 1, 2025, having no significant impact on the current period's results - Financial statements are prepared in Hong Kong dollars in accordance with Chapter 18 of the GEM Listing Rules and HKAS 34[28] - Accounting policies are consistent with the prior year, and newly adopted Hong Kong Financial Reporting Standards have no significant impact on the current period's results[28] Related Party Transactions The Group engaged in rental expense transactions with related parties during the review period and disclosed the total remuneration paid to key management personnel Related Party Transactions (HK$'000) | Transaction Type | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Rental Expenses to Related Parties | 330 | 330 | Key Management Personnel Remuneration (HK$'000) | Remuneration Type | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Short-term Employee Benefits | 3,956 | 3,820 | | Total Remuneration Paid to Key Management Personnel | 3,956 | 3,820 | Fair Value of Financial Instruments This section presents the carrying amounts and fair values of the Group's financial instruments, noting that the carrying amounts of trade receivables, equity investments designated at fair value through other comprehensive income, and financial assets at fair value through profit or loss are approximate to their fair values Financial Assets Carrying and Fair Values (HK$'000) | Financial Asset | June 30, 2025 Carrying Amount (HK$'000) | December 31, 2024 Carrying Amount (HK$'000) | | :--- | :--- | :--- | | Trade Receivables, Non-Current Portion | 46,921 | 55,332 | | Equity Investments Designated at Fair Value Through Other Comprehensive Income | 55,500 | 54,661 | | Financial Assets at Fair Value Through Profit or Loss | 4,461 | 4,895 | | Total | 106,882 | 114,888 | - The carrying amounts of financial instruments are reasonably approximate to their fair values[59] Competition and Conflicts of Interest None of the company's directors, substantial shareholders, or their respective associates are engaged in any business that competes or may compete with the Group's business, nor do they have any other conflicts of interest with the Group - Directors, substantial shareholders, and their associates have no competing business or conflicts of interest with the Group[72] Amendments to the Company's Memorandum and Articles of Association At the Annual General Meeting on May 22, 2025, a special resolution was passed to approve and adopt new Memorandum and Articles of Association, primarily granting the company the power to hold and deal with treasury shares and incorporating administrative amendments for clarity - The new Articles grant the company the power to hold and deal with treasury shares and include administrative amendments for enhanced clarity[84] Change of Auditor's Registered Name Effective June 30, 2025, the company's auditor's registered name changed from "CL Partners CPA Limited" to "Rongcheng (Hong Kong) CPA Limited" - The auditor's name has changed to "Rongcheng (Hong Kong) CPA Limited"[85]