陈唱国际(00693) - 2025 - 中期业绩

Company Information and Announcements This section provides an overview of the company's identity and its interim results announcement Company Overview This section introduces Tan Chong International Limited, its Bermuda incorporation, and its stock code 693 on the Hong Kong Stock Exchange - Company Name: Tan Chong International Limited - Place of Incorporation: Bermuda - Stock Code: 693 Interim Results Announcement This announcement presents the unaudited interim results of Tan Chong International Limited and its subsidiaries for the six months ended June 30, 2025 - Announcement Content: Unaudited consolidated interim results for the six months ended June 30, 2025[3] Consolidated Financial Statements This section presents the company's consolidated financial performance and position for the interim period Consolidated Statement of Profit or Loss This statement reports key financial metrics including revenue, cost of sales, gross profit, operating profit, profit before tax, and profit for the period, showing significant profit growth compared to 2024 Consolidated Statement of Profit or Loss Key Data (For the six months ended June 30) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 6,507,897 | 6,589,126 | -1.23% | | Cost of sales | (5,280,452) | (5,287,082) | -0.13% | | Gross profit | 1,227,445 | 1,302,044 | -5.73% | | Operating profit | 329,768 | 242,711 | +35.86% | | Profit before tax | 234,270 | 140,133 | +67.18% | | Profit for the period | 107,713 | 28,018 | +284.44% | | Attributable to equity holders of the Company | 11,683 | (35,904) | N/A | | Basic and diluted earnings/(loss) per share (HK Cents) | 0.58 | (1.78) | N/A | Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement discloses profit for the period and other comprehensive income, including revaluation of defined benefit plans, fair value changes in equity investments, and foreign currency translation differences, showing a shift from loss to profit in total comprehensive income Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (For the six months ended June 30) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Change | | :--- | :--- | :--- | :--- | | Profit for the period | 107,713 | 28,018 | +284.44% | | Net change in fair value reserve (non-recyclable) | (37,153) | 261,887 | N/A | | Exchange differences on translation of financial statements of overseas subsidiaries | 716,249 | (498,131) | N/A | | Other comprehensive income for the period | 684,736 | (218,175) | N/A | | Total comprehensive income for the period | 792,449 | (190,157) | N/A | | Attributable to equity holders of the Company | 589,615 | (133,125) | N/A | Consolidated Statement of Financial Position This statement provides the assets, liabilities, and equity as of June 30, 2025, and December 31, 2024, detailing the composition and changes in non-current assets, current assets, current liabilities, non-current liabilities, and total equity, indicating an increase in net assets Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 15,447,489 | 14,400,824 | +7.27% | | Current assets | 9,611,228 | 9,279,428 | +3.57% | | Current liabilities | 8,636,242 | 7,713,866 | +11.96% | | Net current assets | 974,986 | 1,565,562 | -37.73% | | Non-current liabilities | 3,588,305 | 3,797,682 | -5.51% | | Net assets | 12,834,170 | 12,168,704 | +5.47% | | Total equity attributable to equity holders of the Company | 11,532,534 | 11,052,672 | +4.34% | Notes to the Financial Statements This section provides detailed explanations and breakdowns of the figures presented in the consolidated financial statements Basis of Preparation and Changes in Accounting Policies This section outlines that the interim financial report is prepared in accordance with HKEX Listing Rules and IAS 34, noting the application of IAS 21 (Revised) with no significant impact on the report - Basis of Preparation: Hong Kong Stock Exchange Listing Rules and International Accounting Standard 34 "Interim Financial Reporting"[7] - Accounting Policies: Consistent with those adopted in the 2024 annual financial statements, except for changes expected to be reflected in the 2025 annual financial statements[7] - Changes in Accounting Policies: Application of IAS 21 (Revised), "The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability," issued by IASB, which has no significant impact on this report[8] Revenue and Segment Reporting This section details the group's revenue classification by major product/service lines and customer geographical markets, provides performance data for each reportable segment, and reconciles segment profit or loss to consolidated profit before tax - Revenue Definition: Sales value of goods sold, services provided to customers, rental income, interest income from loans and advances, management service fees, agency commissions and fees, and warranty income[10] - Primary Revenue Sources: Services provided (HKD 4,374,302 thousand) and sales of goods (HKD 1,616,714 thousand)[10] - Primary Geographical Market: Japan (HKD 4,167,682 thousand)[10] - Segment EBITDA: Transportation business contributed the most, at HKD 416,402 thousand[13] Revenue Classification Revenue is classified by major product or service lines (e.g., sales of goods, services provided, agency commissions) and customer geographical markets (e.g., Singapore, China, Japan), showing various income sources and regional contributions Revenue Classification (For the six months ended June 30) | Revenue Source | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of goods | 1,616,714 | 1,961,688 | -17.59% | | Services provided | 4,374,302 | 4,117,640 | +6.23% | | Agency commissions and fees | 25,672 | 19,257 | +33.31% | | Warranty income | 1,620 | 1,079 | +50.14% | | Fixed rental income from investment properties | 67,399 | 62,230 | +8.31% | | Interest income from loans and advances | 237,987 | 229,025 | +3.91% | | Motor vehicle rental income | 184,203 | 198,207 | -7.07% | | Total Revenue | 6,507,897 | 6,589,126 | -1.23% | Revenue by Customer Geographical Market (For the six months ended June 30) | Geographical Market | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Singapore | 1,109,908 | 1,082,869 | +2.50% | | People's Republic of China | 187,228 | 280,248 | -33.19% | | Thailand | 225,597 | 162,074 | +39.20% | | Japan | 4,167,682 | 3,870,477 | +7.68% | | Taiwan | 336,782 | 472,820 | -28.78% | | Other regions | 480,700 | 720,638 | -33.30% | | Total Revenue | 6,507,897 | 6,589,126 | -1.23% | Segment Results This section provides revenue and EBITDA for reportable segments including motor vehicle distribution, heavy commercial and industrial equipment, property rental and development, transportation, and other businesses, highlighting the contribution of each segment, with transportation business having the largest EBITDA Segment Results (For the six months ended June 30) | Segment | 2025 Revenue (HKD Thousand) | 2024 Revenue (HKD Thousand) | 2025 EBITDA (HKD Thousand) | 2024 EBITDA (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Motor vehicle distribution and dealership business | 1,678,097 | 1,968,761 | (87,886) | (30,462) | | Heavy commercial vehicle and industrial equipment distribution and dealership business | 59,218 | 63,178 | 5,331 | 1,041 | | Property rental and development | 58,870 | 55,654 | 86,326 | 43,932 | | Transportation business | 4,167,682 | 3,870,477 | 416,402 | 340,343 | | Other businesses | 544,030 | 631,056 | 253,461 | 228,639 | | Total | 6,507,897 | 6,589,126 | 673,634 | 583,493 | Reconciliation of Reportable Segment Profit or Loss This section reconciles the total EBITDA of each segment with depreciation and amortization, interest income, finance costs, and share of profit of associates, to arrive at the consolidated profit before tax Reconciliation of Segment Profit or Loss (For the six months ended June 30) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Total segment EBITDA | 673,634 | 583,493 | | Depreciation and amortization | (356,653) | (354,693) | | Interest income | 12,787 | 13,911 | | Finance costs | (96,042) | (103,172) | | Share of profit of associates | 544 | 594 | | Consolidated profit before tax | 234,270 | 140,133 | Profit Before Tax This section discloses the components of profit before tax, including finance costs, depreciation, amortization of intangible assets, dividend income, and gain on disposal of property, plant and equipment Profit Before Tax Components (For the six months ended June 30) | Item | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Finance costs | 96,042 | 103,172 | | Depreciation - owner-occupied property, plant and equipment | 198,774 | 202,003 | | Depreciation - right-of-use assets | 146,074 | 142,510 | | Amortization of intangible assets | 11,805 | 10,180 | | Dividend income | (38,373) | (29,597) | | Gain on disposal of property, plant and equipment | (5,817) | (2,735) | Income Tax Expense This section analyzes the distribution of income tax expense by region (Hong Kong, Singapore, other regions) and explains the group's applicable weighted average tax rates Income Tax Expense (For the six months ended June 30) | Region | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Hong Kong | 784 | 318 | | Singapore | 22,478 | 29,472 | | Other regions | 103,295 | 82,325 | | Total | 126,557 | 112,115 | - The Group's applicable tax rates primarily range between 16.5% and 31.52%[16] Dividends This section discloses the interim dividend declared for the six months ended June 30, 2025, at HKD 0.02 per ordinary share, totaling HKD 40,266,000, consistent with the prior year Interim Dividends Declared (For the six months ended June 30) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Dividend per ordinary share | 0.02 HKD | 0.02 HKD | | Total dividend | 40,266 | 40,266 | Earnings/(Loss) Per Share This section explains the calculation of basic earnings per share, based on profit attributable to equity holders and the number of ordinary shares outstanding, noting that diluted earnings per share is the same as basic due to no dilutive securities - Basic earnings per share for 2025: 0.58 HK Cents (based on profit of HKD 11,683,000)[18] - Basic loss per share for 2024: (1.78) HK Cents (based on loss of HKD 35,904,000)[18] - Number of ordinary shares outstanding: 2,013,309,000 shares[18] - Diluted earnings/(loss) per share is the same as basic earnings/(loss) per share, as there were no dilutive securities issued during the period[18] Investments Accounted for at Fair Value Through Other Comprehensive Income This section discloses the group's investments accounted for at fair value through other comprehensive income, primarily comprising listed and unlisted equity securities outside Hong Kong, with the strategic investment in Subaru Corporation recording an unrealized loss this period Investments Accounted for at Fair Value Through Other Comprehensive Income (As of June 30) | Investment Type | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | | :--- | :--- | :--- | | Listed equity securities outside Hong Kong | 1,607,299 | 1,641,277 | | Unlisted equity securities | 7,545 | 6,828 | | Total | 1,614,844 | 1,648,105 | - Investment in Subaru Corporation: HKD 1,563,661 thousand (as of June 30, 2025), representing 1.5% of issued shares and 6.2% of the Group's total assets at cost[20] - A fair value loss of HKD 35,622 thousand was recognized in the first half of 2025, compared to a gain of HKD 257,442 thousand in the same period of 2024[20] Trade Receivables This section provides an aging analysis of trade receivables as of the reporting date, showing amounts across different aging bands, and notes the Group's credit period ranges from 7 days to 6 months Aging Analysis of Trade Receivables (As of June 30) | Aging | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 984,713 | 741,504 | | 31 to 90 days | 172,728 | 189,297 | | Over 90 days | 13,145 | 17,589 | | Total | 1,170,586 | 948,390 | - The Group's permitted credit period ranges from 7 days to 6 months[22] Trade Payables This section provides an aging analysis of trade payables as of the reporting date, showing amounts across different aging bands Aging Analysis of Trade Payables (As of June 30) | Aging | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 726,455 | 581,726 | | 31 to 90 days | 204,599 | 121,246 | | 91 to 180 days | 58,566 | 42,118 | | Over 180 days | 111,441 | 99,326 | | Total | 1,101,061 | 844,416 | Share-based Payments This section details the Group's two share compensation schemes (2015 and 2022 Schemes), including their operation, grant terms, point movements, fair value assumptions, and related expenses 2015 Scheme This section describes the 2015 share compensation scheme, managed by an independent trustee, which awards share points based on performance to eligible directors, senior executives, and auditors, disclosing total points granted and fair value estimates - Scheme Nature: A performance-based share compensation scheme managed by a trustee independent of the Group[24] - Points Granted: As of June 30, 2025, selected participants were granted a total of 475,520 points[26] - Point Movement: Unconverted points at period-end were 185,000 points for both 2025 and 2024[28] - Fair Value Estimation: Using the Black-Scholes model, the fair value of points on July 1, 2024, was JPY 1,636[30] - Expense: For the six months ended June 30, 2025, the Group recognized a net share-based equity-settled payment expense of HKD 130,000 related to the 2015 Scheme[31] 2022 Scheme This section describes the 2022 share compensation scheme, also managed by an independent trustee, which awards share points to eligible directors and employees, with some convertible to cash, disclosing total points granted, movements, and fair value estimates - Scheme Nature: A performance-based share compensation scheme managed by a trustee independent of the Group, with some points convertible to cash at prevailing market prices[32] - Points Granted: As of June 30, 2025, a total of 105,200 points were granted for the equity-settled portion, and 25,300 points for the cash-settled portion[33] - Point Movement: Unconverted cash-settled points at period-end were 19,300 points for both 2025 and 2024[35] - Fair Value Estimation: Using the Black-Scholes model, the fair value of points on October 1, 2024, was JPY 1,948[37] - Expense: For the six months ended June 30, 2025, net equity-settled expense was HKD 1,736,000, and net cash-settled expense was HKD 683,000[38] Management Review and Outlook This section provides management's analysis of the company's performance during the period and its strategic outlook for the future Interim Dividend Declaration and Register of Members The Board declared an interim ordinary dividend of HKD 0.02 per share, totaling HKD 40,266,000, and announced the payment date and closure period for the register of members - Interim Dividend: HKD 0.02 per share, totaling HKD 40,266,000[39] - Payment Date: September 24, 2025[39] - Register of Members Closed: From September 11, 2025, to September 12, 2025[40] Performance Overview The Group's revenue slightly declined by 1% in H1 2025, but profit after tax surged by 284%, EBITDA rose by 15%, and operating profit margin improved to 5.1%, driven by stringent cost control and operational efficiency, with improved net gearing and net asset value per share - Revenue: HKD 6.51 billion, a slight 1% decline compared to the same period in 2024[41] - Profit After Tax: HKD 107.7 million, a significant 284% increase from HKD 28 million in the same period of 2024[41] - EBITDA: Increased by 15% to HKD 673.6 million in the first half of 2025[41] - Operating Profit Margin: Improved to 5.1% (3.7% in the same period of 2024)[41] - Cost Control: Administrative expenses decreased by 11%, and distribution costs decreased by 29% (excluding ZERO and ETHOZ Group)[41] - Net Gearing Ratio: 49.3% (as of June 30, 2025)[42] - Net Asset Value Per Share: HKD 6.37 (as of June 30, 2025), an increase from HKD 6.04 at the end of December 2024[44] Significant Investments As of June 30, 2025, the Group held HKD 1.61 billion in fair value investments, primarily strategic listed and unlisted equity securities, recording an unrealized loss of HKD 37 million this period, compared to a gain of HKD 262 million in the prior year - Total Fair Value Investments: HKD 1.61 billion (as of June 30, 2025)[46] - Investment Composition: Primarily equity securities listed on the Tokyo Stock Exchange, representing strategic investments accumulated over many years[46] - Unrealized Fair Value Change: A loss of HKD 37 million was recorded in the first half of 2025, compared to a gain of HKD 262 million in the same period of 2024[46] Regional Market Performance This section provides a detailed review of the Group's business performance in key regional markets including Singapore, China, Taiwan, Philippines, Malaysia, Thailand, Vietnam, Cambodia, and Japan, covering sales, challenges, and strategic plans for brands like Nissan, Subaru, ETHOZ, and ZERO Singapore Market Singapore's TIV grew by 28%, but Nissan passenger and commercial vehicle sales declined due to reduced emission scheme incentives; Subaru business achieved a significant 181% growth, outperforming the market, with plans to launch new hybrid models - Total Industry Volume (TIV): Increased by 28% in the first half of 2025 (29% for passenger vehicles, 22% for commercial vehicles)[47] - Nissan Passenger Vehicle Sales: Decreased by 26% year-on-year, primarily due to reduced incentives for A2-category passenger vehicles under the Vehicle Emissions Scheme (VES)[48] - Nissan Commercial Van Sales: Decreased by 8% year-on-year, affected by the cancellation of Commercial Vehicle Emissions Scheme (CVES) incentives and the termination of the early turnover scheme[48] - Nissan Outlook: New Townstar EV and upgraded Serena e-POWER are expected to launch in the second half, aiming for growth in both commercial and passenger vehicle markets[49] - Subaru Business: Achieved 181% growth in the first half of 2025, outperforming the TIV growth for the same period[50] - Subaru Outlook: The new Forester E-Boxer strong hybrid vehicle is expected to launch in the second half of 2025[50] ETHOZ Group ETHOZ Group's total revenue declined by 2.4% in the first half, mainly due to reduced vehicle leasing and sales, but net profit grew by 10% driven by increased interest income. The Group remains optimistic about the full-year outlook and confident in its core business's long-term potential - Total Revenue: Decreased by 2.4% to HKD 445.4 million compared to the same period in 2024[51] - Net Profit: Increased by 10% compared to the same period in 2024[51] - Reason for Revenue Decline: Primarily due to reduced vehicle leasing income and vehicle sales, offset by an increase in interest income[51] - Outlook: Remains optimistic about the full-year outlook, relying on the strength and resilience of its core businesses for growth[51] China Market Hong Kong Subaru sales declined by 13% but market share increased; mainland China Subaru dealership sales dropped by 43% amid fierce competition, yet the Group is optimistic about the new Forester launch in the second half - Hong Kong Subaru Business: Sales decreased by 13% in the first half of 2025 compared to the same period in 2024, but successfully increased Subaru's market share (TIV decreased by 23% in the same period)[52] - Mainland China Subaru Dealership Business: Sales decreased by 43% in the first half of 2025 compared to the same period in 2024, continuously facing intense brand competition[52] - Outlook: The Group remains optimistic about the launch of the new Forester in the second half for both Hong Kong and mainland China markets[52] Taiwan and Philippines Markets Taiwan Subaru sales declined by 36% due to trade tariffs, economic confidence, and aging models; Philippines Subaru sales dropped by 64% due to NEV tax incentives and new market entrants. Both markets anticipate improved performance in the second half with the new Forester E-Boxer - Taiwan Subaru Business: Sales decreased by 36% in the first half of 2025 compared to the same period in 2024, affected by uncertain US trade tariff situation, declining economic confidence, and an aging model lineup[53] - Philippines Subaru Business: Sales decreased by 64% in the first half of 2025 compared to the same period in 2024, impacted by new brands entering the market attracted by New Energy Vehicle (NEV) tax incentives[53] - Outlook: Both Taiwan and Philippines markets anticipate improved prospects in the second half with the launch of the new Forester E-Boxer strong hybrid[53] - Philippines: Committed to continuous improvement and expansion of its dealership network, opening a Subaru Pampanga dealership in Angeles City, Luzon, in June 2025[53] Malaysia, Thailand, Vietnam, and Cambodia Markets The Group is transitioning these markets from Completely Knocked Down (CKD) to Completely Built Up (CBU) imports from Japan. Malaysia and Vietnam Subaru sales declined, Thailand Subaru sales grew by 100%, and Cambodia sales were flat but market share increased. All markets are optimistic or cautiously optimistic about the CBU launch of the new Forester - Strategic Transformation: The Group is transitioning markets like Malaysia, Thailand, Vietnam, and Cambodia from Completely Knocked Down (CKD) to Completely Built Up (CBU) imports from Japan[54] - Malaysia Subaru: Sales decreased by 37% in the first half of 2025 compared to the same period in 2024, affected by market normalization, US trade tariffs, and petrol subsidy adjustments[54] - Thailand Subaru: Achieved a strong 100% year-on-year sales growth in the first half of 2025, despite TIV recovery being impacted by high household debt levels[55] - Vietnam Subaru: Sales decreased by 40% in the first half of 2025 compared to the same period in 2024, with a slow start[55] - Cambodia Subaru: Recorded zero growth in the first half of 2025, but successfully increased Subaru's market share (TIV decreased by 20% in the same period)[55] - Outlook: All markets will formally advance the CBU transition with the launch of the new Forester, maintaining an optimistic or cautiously optimistic outlook for the second half[54][55] Japan Market (ZERO Group) ZERO Group's first-half revenue grew by 8% to HKD 4.2 billion, with net profit after tax up 36%, driven by expanded domestic automotive and HR businesses, a one-off compensation, and improved used car export profitability. The Group will continue to optimize its business structure and cost control to sustain profitability - Revenue: Recorded an 8% increase in revenue to HKD 4.2 billion in the first half of 2025[56] - Net Profit After Tax: Increased by 36% in the first half of 2025 compared to the same period last year[56] - Reasons for Growth: Primarily benefited from the expansion of domestic automotive-related businesses and human resources businesses, a one-off compensation received for the Kawasaki Integrated Logistics Center fire, and improved profitability in used car export business[56] - Outlook: ZERO Group will continue to optimize its vehicle transportation business structure, implement measures to enhance efficiency, drive gross profit-focused sales activities, streamline business processes, and reduce operating costs to maintain profitability[56] Hire Purchase and Financing Business The Group provides hire purchase, finance lease, and commercial loan services, primarily to SMEs. This section details net receivables, customer distribution, aging analysis, loan terms, and stringent risk management and impairment assessment policies for various loan types Business Types and Customer Distribution The Group's hire purchase and finance lease businesses primarily involve motor vehicles, office automation, and IT equipment across Singapore, China, and Malaysia, with HKD 2.7 billion in net receivables, mainly from SMEs. Commercial loans total HKD 3.2 billion, predominantly secured, provided to Singaporean clients - Net Hire Purchase and Finance Lease Receivables: HKD 2.7 billion, representing 45% of total loans and advances[58] - Hire Purchase and Finance Lease Customer Distribution: Singapore 11%, China 87%, Malaysia 2%, totaling 7,845 customers, of which 96% are SMEs[58] - Total Commercial Loans: HKD 3.2 billion, representing 55% of total loans and advances, provided to only 561 Singaporean customers[59] - Commercial Loan Type: 97% are secured commercial loans[59] Key Loan Approval Terms Hire purchase and finance lease terms range from 1 to 8 years with annual interest rates of 2.48% to 12%; commercial loan credit periods are 1 to 3 years with annual interest rates of 6% to 9% - Hire Purchase and Finance Lease Term: Ranging from 1 to 8 years, with annual interest rates from 2.48% to 12%[60] - Commercial Loan Credit Period: 1 to 3 years, with annual interest rates from 6% to 9%[61] Risk Management Policy The Group has established comprehensive risk management policies to identify, analyze, and control credit risk, encompassing stringent credit approval processes (e.g., KYC, AML, qualitative and quantitative assessments) and credit monitoring measures (e.g., regular loan portfolio reviews, customer follow-ups) - Risk Management Objective: To identify and analyze risks faced by the Group, establish appropriate risk limits and control measures, and monitor risks and compliance with these limits[62] - Credit Approval: Conducts screening checks ("Know Your Customer," "Anti-Money Laundering," and "Countering the Financing of Terrorism") and submits credit proposals for review by the Credit Risk Department[63] - Assessment Factors: The credit approval team considers both quantitative (balance sheet assessment, profit and loss assessment, financial ratio assessment, etc.) and qualitative (business model/operating model, management team/owner profile, and risk appetite, etc.) factors[65] - Credit Enhancement: Specifically for commercial loan businesses, credit enhancement is obtained through corporate guarantees/personal guarantees/vendor buy-back guarantees and/or property collateral[65] - Credit Monitoring: Regular review of loan portfolios, with the Credit Management Department responsible for customer follow-ups, including daily calls, review of auto-debit rejection cases, monthly collection rate report reviews, and site visits[68][72] Loan Impairment Policy and Assessment The Group regularly assesses financial assets for credit impairment, recognizing impairment when adverse events affect future cash flows. Impairment assessment involves reviewing non-performing and outstanding loans, with a provision of HKD 50.4 million made for loans and advances and finance leases - Impairment Assessment: At each reporting date, the Group assesses whether financial assets carried at amortized cost have experienced credit impairment[69] - Evidence of Credit Impairment: Includes significant financial difficulty of the borrower, default (e.g., overdue for more than 90 days), the Group restructuring the loan, or the borrower likely entering bankruptcy[72] - Impairment Provision: As of June 30, 2025, an impairment provision of HKD 50.4 million has been made for loans and advances and finance leases[70] - Bad Debt Write-offs: Bad debt write-offs were less than 0.1% in the first half of 2025[70] Outlook The Group anticipates a continuously complex and volatile global economic environment, and will continue to strengthen cost control and operational efficiency. ETHOZ Group's independent listing plan has been postponed, but the Group remains confident in its fundamentals and long-term growth potential, aiming for sustainable growth with prudence and discipline - Global Economic Outlook: The global economic environment is expected to remain complex and volatile, with geopolitical tensions and market fluctuations continuously impacting operating conditions[71] - Group Strategy: Will enter the second half of 2025 with a robust and resilient stance, having implemented various measures to strengthen cost control and enhance operational efficiency[71] - ETHOZ Group Independent Listing: Following a comprehensive market assessment, the Group has decided to postpone the advancement of this plan, prioritizing timing and value creation[71] - Group Confidence: With years of experience in navigating economic cycles, the Group remains confident in its ability to adapt to market changes and consistently achieve sustainable long-term performance[71] Other Information This section covers additional corporate governance details, including share transactions, audit committee review, corporate governance code compliance, and board composition Purchase, Sale or Redemption of the Company's Listed Securities During the period, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and as of June 30, 2025, the Company held no treasury shares - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[73] - As of June 30, 2025, the Company held no treasury shares[73] Audit Committee The Audit Committee, in conjunction with management, has reviewed the Group's unaudited consolidated interim financial report for the six months ended June 30, 2025 - The Audit Committee, together with management, has reviewed the Group's unaudited consolidated interim financial report for the six months ended June 30, 2025[74] Corporate Governance Code The Board found no information indicating any breach of the Corporate Governance Code under Appendix C1 of the HKEX Listing Rules. Non-executive and independent non-executive directors have no fixed terms but are subject to retirement by rotation and re-election, with emphasis on the Chairman's role in leadership continuity and decision execution - The Company's Directors are not aware of any information that might indicate a breach of the Corporate Governance Code as set out in Appendix C1 of the HKEX Listing Rules at any time during the six months ended June 30, 2025[75] - The Company's non-executive and independent non-executive Directors do not have specific terms of appointment but are subject to retirement by rotation and re-election at the Company's annual general meeting in accordance with the Company's Bye-laws[75] - The Board believes that the current structure facilitates strong leadership continuity, enabling the Group to execute decisions quickly and effectively[75] Board Directive and List of Directors The announcement was issued by Ms. Sun Shu Fa, Finance Director, on behalf of the Board, and lists the executive and independent non-executive directors as of the announcement date - The announcement was issued by Ms. Sun Shu Fa, Finance Director, on behalf of the Board[76] - Executive Directors include Mr. Glenn Tan Eng Soon, Mr. Tan Keng Leong, Mr. Tan Keng Loke, Ms. Sun Shu Fa, Ms. Tan Siew Ling, and Mr. Lee Sze Yick[76] - Independent Non-executive Directors include Mr. Ng Kim Tuck, Mr. Azman Bin Badrillah, Mr. Prechaya Ebrahim, Mr. Teo Ek Kee, and Mr. Tay Ka Chye[76]