企展控股(01808) - 2025 - 中期业绩

Unaudited Consolidated Statement of Profit or Loss This section presents the unaudited consolidated statement of profit or loss for the six months ended June 30, 2025 and 2024 Unaudited Consolidated Statement of Profit or Loss (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 551,268 | 127,590 | | Cost of sales | (487,665) | (94,318) | | Gross profit | 63,603 | 33,272 | | Other income, gains and losses, net | 12,707 | 16,194 | | Distribution expenses | (8,689) | (8,504) | | General and administrative expenses | (17,319) | (14,548) | | Share of results of associates | 201 | – | | Operating profit | 50,503 | 26,414 | | Finance costs | (4,302) | (3,805) | | Profit before tax | 46,201 | 22,609 | | Income tax expense | (1,265) | (3,512) | | Profit for the period | 44,936 | 19,097 | | Attributable to equity holders of the Company | 45,476 | 19,109 | | Basic and diluted earnings per share (RMB) | 0.186 | 0.092 | Unaudited Consolidated Statement of Comprehensive Income This section presents the unaudited consolidated statement of comprehensive income for the six months ended June 30, 2025 and 2024 Unaudited Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit for the period | 44,936 | 19,097 | | Exchange differences on translation of financial statements of foreign operations | (6,354) | (2,785) | | Total comprehensive income for the period | 38,582 | 16,312 | | Attributable to equity holders of the Company | 39,140 | 16,306 | | Attributable to non-controlling interests | (558) | 6 | Unaudited Consolidated Statement of Financial Position This section presents the unaudited consolidated statement of financial position as of June 30, 2025 and December 31, 2024 Unaudited Consolidated Statement of Financial Position (As of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 1,737 | 1,897 | | Intangible assets | 22,898 | 18,639 | | Right-of-use assets | 1,463 | 2,437 | | Interests in associates | 21,742 | 21,000 | | Total non-current assets | 47,840 | 43,973 | | Current assets | | | | Inventories | 129,136 | 37,369 | | Contract assets | 1,268 | 6,031 | | Trade and other receivables | 311,297 | 182,543 | | Financial assets at fair value through profit or loss | 360,003 | 129,591 | | Pledged bank deposits | 54,371 | - | | Cash and cash equivalents | 88,496 | 160,575 | | Total current assets | 944,571 | 516,109 | | Current liabilities | | | | Trade and other payables | 176,748 | 45,379 | | Contract liabilities | 193,542 | 56,958 | | Lease liabilities | 407 | 1,234 | | Interest-bearing borrowings | 87,915 | 32,252 | | Current tax | 2,950 | 1,824 | | Total current liabilities | 461,562 | 137,647 | | Net current assets | 483,009 | 378,462 | | Total assets less current liabilities | 530,849 | 422,435 | | Non-current liabilities | | | | Lease liabilities | 1,142 | 1,310 | | Net assets | 529,707 | 421,125 | | Total equity | | | | Share capital | 21,535 | 21,535 | | Reserves | 386,629 | 347,489 | | Total equity attributable to equity holders of the Company | 408,164 | 369,024 | | Non-controlling interests | 121,543 | 52,101 | | Total equity | 529,707 | 421,125 | Notes to the Unaudited Interim Financial Results This section provides detailed notes on the unaudited interim financial results for the six months ended June 30, 2025, covering key financial information from preparation basis to comparative figures 1. Basis of Preparation The interim financial results are prepared in accordance with HKEX Listing Rules and IAS 34, using consistent accounting policies with the 2024 annual financial statements, excluding expected 2025 changes - Financial results are prepared in accordance with applicable disclosure provisions of the HKEX Listing Rules and International Accounting Standard 34, authorized for issue on August 26, 2025[10] - Prepared using the same accounting policies as the 2024 consolidated financial statements, excluding expected accounting policy changes for the 2025 consolidated financial statements[10] 2. Changes in Accounting Policies The Group adopted new IFRS standards, but these amendments did not cause significant changes to its accounting policies or reported amounts - Adoption of amendments to IAS 21 and IFRS 1 did not result in significant changes to the Group's accounting policies or reported amounts for current and prior periods[13] - The Group has not applied any new standards, amendments, or interpretations not yet effective for the current accounting period[14] 3. Segment Reporting The Group operates primarily in software and hardware, offering integrated business software solutions and product sales, with securities trading and fresh cassava trade classified as "Other" segments - The Group's primary reportable segment is "Software and Hardware Business," providing software licenses, hardware product sales, and integrated business software solutions[15] - The "Other" non-reportable segments include securities trading and fresh cassava trade[15] Segment Revenue and Profit (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Year-on-year change | | :--- | :--- | :--- | :--- | | Software and Hardware Business Revenue | 551,268 | 126,865 | +334.5% | | Other Business Revenue | – | 725 | -100% | | Total Revenue | 551,268 | 127,590 | +332.0% | | Software and Hardware Business Adjusted Profit Before Tax | 45,694 | 18,645 | +145.1% | | Other Business Adjusted Profit Before Tax | 5,807 | 9,107 | -36.2% | | Total Adjusted Profit Before Tax | 51,501 | 27,752 | +85.6% | Segment Assets and Liabilities (As of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Software and Hardware Business Assets | 687,894 | 291,473 | +136.0% | | Other Business Assets | 245,930 | 258,010 | -4.8% | | Total Reportable Segment Assets | 933,824 | 549,483 | +70.0% | | Software and Hardware Business Liabilities | 341,294 | 121,644 | +180.6% | | Other Business Liabilities | 113,954 | 9,054 | +1158.6% | | Total Reportable Segment Liabilities | 455,248 | 130,698 | +248.3% | Geographical Revenue and Designated Non-current Assets (As of June 30) | Region | 2025 Revenue (RMB thousands) | 2024 Revenue (RMB thousands) | 2025 Designated Non-current Assets (RMB thousands) | 2024 Designated Non-current Assets (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | China | 478,821 | 126,865 | 47,071 | 43,543 | | Thailand | – | 725 | – | – | | Hong Kong | 72,447 | – | 769 | 430 | | Total | 551,268 | 127,590 | 47,840 | 43,973 | 4. Revenue Total Group revenue significantly increased by 332% year-on-year to RMB 551,268,000, driven primarily by software licenses, hardware products, and other product sales - The Group's principal activities are the sale of software licenses, hardware products, and other products, and the provision of integrated business software solutions[23] Revenue by Category (For the six months ended June 30) | Revenue Category | 2025 (RMB thousands) | 2024 (RMB thousands) | Year-on-year change | | :--- | :--- | :--- | :--- | | Software maintenance and other services | 24,787 | 49,347 | -49.8% | | Sale of software licenses, hardware products and other products | 526,481 | 78,243 | +573.0% | | Total Revenue | 551,268 | 127,590 | +332.0% | 5. Other Income, Gains and Losses, Net Net other income, gains, and losses for the period decreased to RMB 12,707,000, primarily due to reduced realized gains from financial assets at fair value through profit or loss, despite a swing from unrealized loss to gain Other Income, Gains and Losses, Net (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Interest income from bank deposits | 558 | 240 | +132.5% | | Dividend income | 498 | 70 | +611.4% | | Exchange gains, net | 1,665 | 97 | +1616.5% | | Realized gains on disposal of financial assets at fair value through profit or loss | 1,446 | 17,174 | -91.6% | | Unrealized gains/(losses) on financial assets at fair value through profit or loss | 8,528 | (1,410) | From loss to gain | | Others | 12 | 23 | -47.8% | | Total | 12,707 | 16,194 | -21.5% | 6. Profit Before Tax Profit before tax for the period significantly increased to RMB 46,201,000, driven by revenue growth, despite higher finance and staff costs Profit Before Tax Deductions (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Finance costs | 4,302 | 3,805 | +13.1% | | Staff costs | 14,964 | 13,884 | +7.8% | | Amortisation of intangible assets | 971 | 1,162 | -16.4% | | Depreciation of property, plant and equipment | 313 | 313 | 0% | | Depreciation of right-of-use assets | 970 | 1,251 | -22.4% | | Lease expenses under short-term leases | 739 | 286 | +158.4% | 7. Income Tax Expense Income tax expense for the period significantly decreased to RMB 1,265,000, primarily due to a 15% preferential income tax rate for a high-tech subsidiary in China Income Tax Expense (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | PRC enterprise income tax | (1,265) | (3,512) | -64.0% | - Beijing Dongfang Longma Software Development Co., Ltd. is recognized as a high-tech enterprise, enjoying a 15% preferential income tax rate[30] - The Group is not subject to any income tax in the Cayman Islands, British Virgin Islands, and Hong Kong[30] 8. Dividends No dividends were paid or proposed for the six months ended June 30, 2025 - No dividends were paid or proposed for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[31] 9. Basic and Diluted Earnings Per Share Basic and diluted earnings per share for the six months ended June 30, 2025, significantly increased to RMB 0.186, driven by higher profit attributable to equity holders Basic and Diluted Earnings Per Share (For the six months ended June 30) | Item | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Profit for the period attributable to owners of the Company (RMB thousands) | 45,476 | 19,109 | +138.0% | | Weighted average number of ordinary shares (thousands) | 244,888 | 207,890 | +17.8% | | Dilutive effect of share options (thousands) | 34 | – | N/A | | Basic and diluted earnings per share (RMB) | 0.186 | 0.092 | +102.2% | - No assumption of exercise of the Company's share options was made for diluted earnings per share calculation for the six months ended June 30, 2024, as their exercise prices were higher than the average market price of shares[33] 10. Financial Assets at Fair Value Through Profit or Loss Total financial assets at fair value through profit or loss increased to RMB 360,003,000 as of June 30, 2025, primarily due to significant increases in US-listed equity securities and unlisted investments in China Financial Assets at Fair Value Through Profit or Loss (As of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Equity securities listed in Hong Kong | 331 | 375 | -11.8% | | Equity securities listed in the US | 239,672 | 129,216 | +85.5% | | Unlisted investments in China | 120,000 | – | N/A | | Total | 360,003 | 129,591 | +177.8% | - Fair value gains of approximately RMB 9,974,000 on listed equity securities were recognized in profit or loss for the six months ended June 30, 2025[34] - The Group pledged approximately RMB 148,694,000 of equity securities as collateral for amounts payable to brokers under trade and other payables[35] 11. Trade and Other Receivables Total trade and other receivables increased to RMB 311,297,000 as of June 30, 2025, mainly due to a substantial increase in prepayments to suppliers Trade and Other Receivables (As of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Trade receivables, net of loss allowance | 21,238 | 18,929 | +12.2% | | Prepayments to suppliers, net of impairment loss | 277,378 | 159,019 | +74.4% | | Deposits and other receivables, net of loss allowance | 12,681 | 4,595 | +175.9% | | Total | 311,297 | 182,543 | +70.5% | - All trade and other receivables are expected to be recovered within one year[36] - Prepayments are unsecured, non-interest bearing, and will be offset against future purchases from suppliers[38] 12. Trade and Other Payables Total trade and other payables significantly increased to RMB 176,748,000 as of June 30, 2025, primarily due to a substantial increase in amounts payable to brokers Trade and Other Payables (As of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Trade payables | 38,424 | 25,897 | +48.4% | | Non-trade payables and accrued expenses | 29,932 | 19,235 | +55.6% | | Amounts payable to brokers | 108,035 | – | N/A | | Other tax payables | 357 | 247 | +44.5% | | Total | 176,748 | 45,379 | +289.5% | - All trade and other payables are expected to be settled within one year[39] 13. Interest-Bearing Borrowings Total interest-bearing borrowings increased to RMB 87,915,000 as of June 30, 2025, primarily from bank loans, with RMB 50,000,000 being secured Interest-Bearing Borrowings (As of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Loan from a third party, unsecured and unguaranteed | 4,569 | 4,698 | -2.7% | | Loan from a former fellow subsidiary, unsecured and unguaranteed | 7,346 | 7,554 | -2.8% | | Loan from a bank, secured and guaranteed | 50,000 | – | N/A | | Loan from a bank, unsecured and guaranteed | 26,000 | 20,000 | +30.0% | | Total | 87,915 | 32,252 | +172.6% | - Loans from banks are secured by the Group's pledged bank deposits of approximately RMB 54,371,000[41] 14. Share Capital The Company's issued and fully paid share capital remained at 244,888,185 shares with a total par value of HKD 24,488,818 (RMB 21,535,274 equivalent) as of June 30, 2025, consistent with December 31, 2024 Share Capital (As of June 30) | Item | June 30, 2025 (Number of shares) | December 31, 2024 (Number of shares) | | :--- | :--- | :--- | | Authorized: Ordinary shares of HKD 0.1 par value each | 10,000,000,000 | 10,000,000,000 | | Issued and fully paid: Ordinary shares of HKD 0.1 par value each | 244,888,185 | 244,888,185 | | Issued and fully paid: HKD | 24,488,818 | 24,488,818 | | Issued and fully paid: RMB equivalent amount | 21,535,274 | 21,535,274 | - On June 13, 2024, the placement of 40,810,000 shares was completed, raising net proceeds of approximately RMB 78,193,000[43] 15. Comparative Figures Certain comparative figures have been reclassified to conform to the current period's presentation - Certain comparative figures have been reclassified to conform to the current period's presentation[44] Management Discussion and Analysis This section details the Group's business performance, future strategies, financial position, and fundraising activities for the six months ended June 30, 2025, emphasizing growth in digital asset management and computing power services Business Review The Group primarily provides integrated business software solutions and sells software/hardware products, achieving significant growth in digital asset management and computing power services, with revenue up 332% and net profit up 138% year-on-year - The Group is primarily engaged in providing integrated business software solutions and selling software licenses, hardware products, and other products[45] - Significant growth has been achieved in digital asset management and computing power-related services and products, incorporating edge computing and intelligent computing architecture into its services[47][45] Key Financial Performance (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Year-on-year change | | :--- | :--- | :--- | :--- | | Revenue | 551,268 | 127,590 | +332% | | Consolidated net profit attributable to equity holders of the Company | 45,476 | 19,109 | +138% | - The substantial increase in revenue is primarily due to the Group's continuous development of existing businesses and the entering into and completion of new contracts involving integrated IT solutions, edge computing, and intelligent computing data services[48] Prospects The Company will continue to expand its existing businesses, focusing on the digital economy with computing power services as the main line, covering data, AI computing, edge computing, network and applications, digital asset operations, and accounting - The Company will continue to gradually expand its existing businesses, consolidating its core operations with software licenses and solutions as the driving force[50] - Actively developing the digital economy, focusing on computing power services upstream and downstream, covering data, AI computing, edge computing, network and applications, digital asset operations, and accounting[50] - Building a business-oriented implementation framework, emphasizing the synergy of innovation, industry, and financial chains, aiming to create a vibrant, innovation-led, open, and win-win digital economy ecosystem[51] - Adhering to a relatively conservative investment strategy, focusing on selecting internationally renowned enterprises with established market leadership in their respective fields, and remaining optimistic about the future development of the US stock market[52] Financial Review This section reviews the Group's financial performance for the six months ended June 30, 2025, including revenue, gross profit, finance costs, distribution expenses, general and administrative expenses, fair value changes of financial assets, and profit for the period, showing significant growth in revenue and net profit but a decline in gross margin Revenue (Financial Review) Revenue for the period significantly increased by 332% year-on-year to RMB 551,268,000, driven by strong growth in software licenses, hardware products, and other product sales, particularly servers and computing power servers Revenue Composition (For the six months ended June 30) | Revenue Category | 2025 (RMB thousands) | 2024 (RMB thousands) | Year-on-year change | | :--- | :--- | :--- | :--- | | Software maintenance and other services | 24,787 | 49,347 | -49.8% | | Sale of software licenses, hardware products and other products | 526,481 | 78,243 | +573.0% | | Total Revenue | 551,268 | 127,590 | +332.0% | - The substantial increase in revenue is primarily due to the Group's continuous development of existing businesses, increased sales of server products and computing power server products, and the entering into and completion of new contracts involving integrated IT solutions, edge computing, and intelligent computing data services[54] - Benefiting from the surge in demand for artificial intelligence and high-performance computing, the Group's computing infrastructure segment achieved significant revenue growth in the first half of 2025[54] Gross Profit Gross profit for the period increased by 91% year-on-year to RMB 63,603,000, but the gross margin decreased from 26% to 12%, mainly due to a higher proportion of lower-margin server hardware and computing power server product sales Gross Profit and Gross Margin (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Year-on-year change | | :--- | :--- | :--- | :--- | | Gross profit | 63,603 | 33,272 | +91.1% | | Cost of sales | 487,665 | 94,318 | +417.0% | | Software and hardware business gross margin | 12% | 26% | -14 percentage points | - The decrease in gross margin is primarily due to the increased proportion of sales of server hardware products and computing power server products, which have lower overall gross margins[55] Finance Costs Finance costs increased to RMB 4,302,000, a 13.1% increase from RMB 3,805,000 in the prior period, mainly due to higher interest expenses on interest-bearing borrowings Finance Costs (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Year-on-year change | | :--- | :--- | :--- | :--- | | Finance costs | 4,302 | 3,805 | +13.1% | - The increase in finance costs is due to higher interest expenses on interest-bearing borrowings[56] Distribution Expenses Distribution expenses were approximately RMB 8,689,000, showing no significant fluctuation compared to RMB 8,504,000 in the prior period, primarily comprising staff costs and selling expenses for the software and hardware business in China Distribution Expenses (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Year-on-year change | | :--- | :--- | :--- | :--- | | Distribution expenses | 8,689 | 8,504 | +2.2% | - Distribution expenses showed no significant fluctuation, primarily comprising staff costs and selling expenses for the software and hardware business in China during the period[57] General and Administrative Expenses General and administrative expenses increased to RMB 17,319,000, a 19.0% increase from RMB 14,548,000 in the prior period, mainly due to higher staff costs General and Administrative Expenses (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Year-on-year change | | :--- | :--- | :--- | :--- | | General and administrative expenses | 17,319 | 14,548 | +19.0% | - The increase in general and administrative expenses is due to higher staff costs during the period[58] Fair Value Changes and Gains on Disposal of Financial Assets at Fair Value Through Profit or Loss The Group recorded an unrealized fair value gain of RMB 8,528,000 on financial assets at fair value through profit or loss (compared to a loss of RMB 1,410,000 in the prior period), but net realized gains on disposal significantly decreased to RMB 1,446,000 Fair Value Changes and Gains on Disposal of Financial Assets (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Unrealized fair value gains/(losses) | 8,528 | (1,410) | From loss to gain | | Realized gains on disposal of financial assets at fair value through profit or loss | 1,446 | 17,174 | -91.6% | Profit for the Period The Group recorded a net profit of RMB 44,936,000 for the six months ended June 30, 2025, a significant increase of 135.3% from RMB 19,097,000 in the prior period Net Profit for the Period (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Year-on-year change | | :--- | :--- | :--- | :--- | | Net profit for the period | 44,936 | 19,097 | +135.3% | Prepayments to Suppliers Prepayments to suppliers increased to RMB 277,378,000 as of June 30, 2025, a substantial 74.4% increase from December 31, 2024, primarily linked to the significant expansion of the IT product sales business Prepayments to Suppliers (As of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Prepayments to suppliers | 277,378 | 159,019 | +74.4% | - The substantial increase in prepayments to suppliers is related to the significant expansion of the IT product sales business, which saw revenue increase by 573% compared to the same period in 2024[61] Liquidity and Financial Resources The Group's working capital is primarily derived from operating and financing activities, with cash and cash equivalents at RMB 88,496,000, a current ratio of 2.05x, and a net debt-to-equity ratio of approximately 10% as of June 30, 2025 Liquidity Indicators (As of June 30) | Item | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents (RMB thousands) | 88,496 | 160,575 | -44.9% | | Current ratio | 2.05x | 3.75x | -1.70x | | Net debt-to-equity ratio | 10% | Not applicable (cash more than borrowings) | N/A | Total Interest-Bearing Borrowings (As of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Total interest-bearing borrowings | 87,915 | 32,252 | +172.6% | - Of the interest-bearing borrowings, RMB 80,569,000 is repayable within one year, primarily denominated in RMB[63] - As of June 30, 2025, the Group had outstanding amounts payable to brokers of approximately RMB 108,035,000 included in other payables, bearing interest at a fixed annual rate of 5.5% and denominated in USD[63] Foreign Exchange Risk The Group's revenue and most monetary assets and liabilities are denominated in RMB, leading the directors to believe that foreign currency risk is not significant and hedging is currently unnecessary - The Group's revenue is primarily denominated in RMB, and most of its monetary assets and liabilities are also denominated in RMB[64] - The directors believe that the Group's exposure to foreign currency risk is not significant, and no hedging is currently required[64] Pledged Assets As of June 30, 2025, the Group pledged approximately RMB 54,371,000 in time deposits and RMB 148,694,000 in listed equity securities to secure loan financing from banks and other financial institutions Pledged Assets (As of June 30) | Item | 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Time deposits | 54,371 | – | N/A | | Listed equity securities | 148,694 | – | N/A | - Pledged assets are used to secure certain loan financing granted to the Group[65] Fundraising Activities and Use of Proceeds The Group conducted fundraising activities through new share placements and rights issues, with net proceeds of RMB 78,193,000 from placement used for AI server procurement and RMB 102,653,000 from rights issue for general working capital and industrial park software projects Placement of New Shares The Company completed the placement of 40,810,000 new shares at HKD 2.09 per share on June 13, 2024, raising net proceeds of approximately RMB 78,193,000, primarily reallocated for purchasing AI servers for sale - On June 13, 2024, 40,810,000 placement shares were successfully issued at a placement price of HKD 2.09 per share[69] Net Proceeds from Placement and Use (As of June 30, 2025) | Item | Amount (RMB thousands) | Percentage | | :--- | :--- | :--- | | Net proceeds | 78,193 | 100% | | Use of Proceeds: | | | | General working capital | 23,459 | 30% | | Procurement of AI servers for sale | 54,734 | 70% | - The remaining unutilized net proceeds from the placement (approximately RMB 54,734,000) originally planned for AI data center investment have been reallocated for purchasing AI servers for sale[70] Rights Issue The Company completed a rights issue on April 25, 2023, issuing 122,446,911 shares at HKD 0.85 per share, raising net proceeds of approximately RMB 102,653,000, mainly for general working capital of industrial park software projects and the Group - On April 25, 2023, a total of 122,446,911 rights shares were issued at a subscription price of HKD 0.85 per share[73] Net Proceeds from Rights Issue and Use (As of June 30, 2025) | Item | Amount (RMB thousands) | Percentage | | :--- | :--- | :--- | | Net proceeds (original) | 90,653 | 100% | | Use of Proceeds: | | | | General working capital for industrial park software projects | 60,527 | 66.8% | | General working capital for the Group | 30,126 | 33.2% | - Net proceeds from the rights issue were approximately HKD 102,653,000 (approximately RMB 90,653,000), primarily used for general working capital of industrial park software projects and the Group's general working capital[73][76] Major Investments, Significant Acquisitions and Disposals of Subsidiaries or Associates, or Future Plans for Major Investments and Capital Assets The Group actively seeks valuable investment opportunities, including US-listed equity securities (e.g., Tesla) and unlisted investments in China via limited partnership agreements, particularly in biomedical enterprises, aiming for stable returns and alignment with long-term strategy US-Listed Equity Securities The Group holds an investment in Tesla Inc. shares, with a fair value of RMB 66,081,000 as of June 30, 2025, representing 6.7% of total assets, and recorded unrealized fair value losses of RMB 6,993,000 and realized losses of RMB 21,436,000 for the period US-Listed Equity Securities Investment (As of June 30, 2025) | Investment Name | Number of Shares | Fair Value (RMB thousands) | Percentage of Total Group Assets | | :--- | :--- | :--- | :--- | | Tesla Inc. | 29,000 | 66,081 | 6.7% | - For the six months ended June 30, 2025, the Tesla investment recorded an unrealized fair value loss of approximately RMB 6,993,000 and a realized loss of approximately RMB 21,436,000[79] - The Group adheres to a relatively conservative investment strategy, focusing on selecting internationally renowned enterprises with established market leadership in their respective fields[80] Limited Partnership Agreement The Group invested RMB 50,000,000 in Qitong Fuyuan via a limited partnership agreement, acting as the sole executive general partner, whose financial results are consolidated. Qitong Fuyuan further invested in Hainan Yayao Limited Partnership, which acquired a 14.16% equity interest in Sailong Pharmaceutical Group Co., Ltd - The Group invested RMB 50,000,000 in Qitong Fuyuan through Beijing Qizhan Edge Computing Technology Co., Ltd., holding a 41.67% interest and acting as the sole executive general partner, with its financial results consolidated into the Group's accounts[81][82] - Qitong Fuyuan further invested in Hainan Yayao Limited Partnership, with a committed capital contribution of RMB 120,000,000, representing a 60% contribution ratio[85] - Hainan Yayao Limited Partnership acquired a 14.16% equity interest in Sailong Pharmaceutical Group Co., Ltd. for RMB 199,000,000 in July 2025, which will be classified as the Group's financial assets at fair value through profit or loss[83][85] - The rapid development of the AI-driven pharmaceutical industry is revolutionizing the R&D framework, driving a surge in demand for advanced computing capabilities and hardware solutions[85] Major Acquisitions and Disposals of Listed Securities The Group acquired and disposed of various Nasdaq-listed securities between June 1, 2023, and August 22, 2025, constituting discloseable transactions under the Listing Rules, which will be subject to shareholder ratification and specific authorization for future disposals - The Group acquired and disposed of various Nasdaq-listed securities between June 1, 2023, and August 22, 2025[89] - These acquisitions and/or disposals of listed securities constitute multiple discloseable transactions, major transactions, or very substantial disposals under Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[89] - The Company intends to propose ordinary resolutions at an EGM for shareholders to consider and approve the ratification of the acquisitions and disposals of listed securities and to seek specific authorization for future disposals[89] Employees and Remuneration Policy As of June 30, 2025, the Group employed 144 full-time employees, with staff costs of approximately RMB 14,960,000. Remuneration is based on performance, experience, and market conditions, with benefits including retirement, medical, and training Employees and Staff Costs (For the six months ended June 30) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Number of full-time employees | 144 | 127 | | Staff costs (RMB thousands) | 14,960 | 13,900 | - Employee remuneration is determined with reference to their performance, experience, position, duties, and responsibilities within the Group, as well as prevailing market conditions[91] - The Group continues to provide state-managed social welfare benefits such as retirement and medical care to its employees in China, offers a Mandatory Provident Fund Scheme to eligible employees in Hong Kong, and regularly organizes training and development courses for its staff[91] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[92] Events After Reporting Period Key post-reporting period events include the acquisition and disposal of listed securities, proposed specific authorizations, and Hainan Yayao Limited Partnership's acquisition of a 14.16% equity interest in Sailong Pharmaceutical Group Co., Ltd - Key post-reporting period events include the acquisition and disposal of listed securities and proposed specific authorizations as disclosed in the "Major Acquisitions and Disposals of Listed Securities" section[93] - Hainan Yayao Limited Partnership's acquisition of a 14.16% equity interest in Sailong Pharmaceutical Group Co., Ltd. as disclosed in the "Major Investments, Significant Acquisitions and Disposals of Subsidiaries or Associates, or Future Plans for Major Investments and Capital Assets" section[93] Other Information This section covers interim dividend policy, transactions in listed securities, directors' securities dealing code, corporate governance practices, and the audit committee's responsibilities and composition Interim Dividends The directors resolved not to declare any interim dividend for the six months ended June 30, 2025 - The directors resolved not to declare any interim dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[95] 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 for the six months ended June 30, 2025 - 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[96] Standard Code for Securities Transactions by Directors The Company adopted the Standard Code as its code of conduct for directors' securities transactions and confirmed that all directors complied with it during the period - The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions[97] - Following specific enquiries with all directors, the Company confirmed that all directors complied with the required standards set out in the Standard Code for the six months ended June 30, 2025[97] Corporate Governance Practices The Company adopted the Corporate Governance Code, and despite the roles of Chairman and CEO not being separated, the directors believe the Company complied with all relevant code provisions during the period - The Company has adopted the code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules as its corporate governance code[98] - Pursuant to Code Provision C.2.1 of the Corporate Governance Code, the roles of chairman and chief executive officer should be separate and not performed by the same individual. The Company has not appointed a chairman, and the roles and functions of the chairman are performed collectively by the Board[98] - Save for the above, the directors believe that the Company has complied with all relevant code provisions set out in the Corporate Governance Code for the six months ended June 30, 2025[98] Audit Committee The Audit Committee, established on December 18, 2006, comprises three independent non-executive directors, primarily reviewing and overseeing financial reporting, risk management, and internal control systems, and has reviewed the unaudited interim financial results for the period - The Company established an Audit Committee on December 18, 2006, comprising three independent non-executive directors (Mr. Cai Jinliang, Mr. Chan Hung Sin, and Mr. Chan Kwok Hung)[99][100] - The primary responsibilities of the Audit Committee are to review and supervise the financial reporting process and to review the Group's risk management and internal control systems[99] - The Audit Committee has reviewed the Group's unaudited interim financial results for the six months ended June 30, 2025[99] By Order of the Board This announcement is issued by Mr. Yu Hui, Executive Director and Chief Executive Officer of Qizhan Holdings Limited, on behalf of the Board, which includes two executive directors and three independent non-executive directors - This announcement is issued by Mr. Yu Hui, Executive Director and Chief Executive Officer of Qizhan Holdings Limited, on behalf of the Board[100] - The Board comprises two executive directors (Mr. Yu Hui, Ms. Li Zhuoyang) and three independent non-executive directors (Mr. Cai Jinliang, Mr. Chan Hung Sin, and Mr. Chan Kwok Hung)[100]