信利国际(00732) - 2025 - 中期业绩

Report Overview Company Information This report presents the unaudited interim results announcement of Truly International Holdings Limited (Stock Code: 00732) for the six months ended June 30, 2025 - Company Name: Truly International Holdings Limited (TRULY INTERNATIONAL HOLDINGS LIMITED)[2] - Stock Code: 00732[2] - Report Type: 2025 Interim Results Announcement[2] Financial Summary For the six months ended June 30, 2025, the company's revenue decreased by 5.7% to HK$8.098 billion, gross profit decreased by 8.7% to HK$637 million, and profit attributable to owners of the company decreased by 19.2% to HK$140.7 million; basic earnings per share were 4.49 HK cents, and interim dividend remained 5 HK cents Financial Summary for the Six Months Ended June 30, 2025 | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 8,098,185 | 8,585,292 | -5.7% | | Gross Profit | 637,047 | 697,377 | -8.7% | | Profit for the Period Attributable to Owners of the Company | 140,686 | 174,151 | -19.2% | | EBITDA | 920,193 | 987,395 | -6.8% | | Basic Earnings Per Share (HK Cents) | 4.49 | 5.51 | -18.5% | | Interim Dividend Per Share (HK Cents) | 5 | 5 | 0% | Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company's revenue was HK$8.098 billion, cost of sales was HK$7.461 billion, and gross profit was HK$637 million; profit for the period was HK$117.5 million, with HK$140.7 million attributable to owners of the company; exchange differences led to a shift from a loss in total comprehensive income in 2024 to a gain in 2025 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 8,098,185 | 8,585,292 | | Cost of Sales | (7,461,138) | (7,887,915) | | Gross Profit | 637,047 | 697,377 | | Other Income | 59,526 | 80,632 | | Other Gains and Losses | (33,211) | (17,299) | | Administrative Expenses | (212,340) | (242,374) | | Distribution and Selling Expenses | (127,901) | (154,224) | | Finance Costs | (157,953) | (193,061) | | Profit Before Tax | 158,642 | 154,679 | | Income Tax Expense | (41,113) | (26,797) | | Profit for the Period | 117,529 | 127,882 | | Exchange Differences Arising from Translation of Overseas Operations | 314,800 | (277,532) | | Total Comprehensive Income for the Period | 432,329 | (149,650) | Profit and Total Comprehensive Income Attributable (For the Six Months Ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Profit for the Period Attributable to Owners of the Company | 140,686 | 174,151 | | Profit for the Period Attributable to Non-controlling Interests | (23,157) | (46,269) | | Total Comprehensive Income Attributable to Owners of the Company | 453,109 | (99,471) | | Total Comprehensive Income Attributable to Non-controlling Interests | (20,780) | (50,179) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets less current liabilities were HK$10.122 billion, and total equity was HK$9.549 billion; non-current assets primarily comprised property, plant and equipment, while inventories and trade receivables were significant components of current assets; net current liabilities were HK$5.679 billion, a slight increase from the end of 2024 Condensed Consolidated Statement of Financial Position (As of June 30) | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Non-current Assets | | | | Property, Plant and Equipment | 11,913,241 | 11,842,258 | | Right-of-use Assets | 599,781 | 570,210 | | Goodwill | 499,403 | 499,403 | | Interests in an Associate | 2,692,473 | 2,619,779 | | Current Assets | | | | Inventories | 2,775,040 | 2,667,757 | | Trade and Other Receivables | 3,364,238 | 3,721,412 | | Trade and Bills Receivables at Fair Value Through Other Comprehensive Income | 1,535,504 | 1,185,198 | | Cash and Cash Equivalents | 1,232,402 | 1,035,140 | | Current Liabilities | | | | Trade and Other Payables | 7,733,873 | 7,643,378 | | Bank and Other Borrowings | 6,497,604 | 6,275,862 | | Non-current Liabilities | | | | Bank and Other Borrowings | 372,798 | 380,191 | | Total Equity | 9,548,923 | 9,352,556 | - Net current liabilities: HK$5.679 billion as of June 30, 2025, compared to HK$5.667 billion as of December 31, 2024, representing a slight increase[6] - Total assets less current liabilities: HK$10.122 billion as of June 30, 2025, compared to HK$9.937 billion as of December 31, 2024[6] Notes to Condensed Consolidated Financial Statements 1. Basis of Preparation The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the HKICPA and the disclosure requirements of Appendix 16 to the HKEX Listing Rules - Prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and Appendix 16 of the Listing Rules[8] 2. Principal Accounting Policies The condensed consolidated financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value; accounting policies adopted are consistent with the 2024 annual financial statements, except for the initial application of HKFRS amendments, which are not expected to have a significant impact - Preparation basis: historical cost, with certain financial instruments measured at fair value[9] - Accounting policies are consistent with the 2024 annual financial statements, except for the initial application of HKFRS amendments[9] - New accounting standard amendments: Initial application of HKAS 21 (Amendment) "Lack of Exchangeability", with no significant impact expected on the financial statements[10] 3. Segment Information The Group is divided into two operating segments: Liquid Crystal Display Products and Consumer Electronic Products; for the six months ended June 30, 2025, external revenue for LCD products was HK$5.755 billion, and for consumer electronic products was HK$2.343 billion; segment results were HK$442 million for LCD products and a loss of HK$104 million for consumer electronic products - Operating segments: Liquid Crystal Display Products (manufacturing and distribution of LCD and touch panel products) and Consumer Electronic Products (manufacturing and distribution of micro camera modules, fingerprint identification modules, personal healthcare products, and electronic devices)[11] Segment Revenue and Results (For the Six Months Ended June 30, 2025) | Segment | External Revenue (HK$ Thousand) | Segment Results (HK$ Thousand) | | :--- | :--- | :--- | | Liquid Crystal Display Products | 5,755,338 | 442,215 | | Consumer Electronic Products | 2,342,847 | (104,012) | | Total | 8,098,185 | 338,203 | Segment Revenue and Results (For the Six Months Ended June 30, 2024) | Segment | External Revenue (HK$ Thousand) | Segment Results (HK$ Thousand) | | :--- | :--- | :--- | | Liquid Crystal Display Products | 5,998,619 | 451,131 | | Consumer Electronic Products | 2,586,673 | (57,351) | | Total | 8,585,292 | 393,780 | 4. Finance Costs For the six months ended June 30, 2025, interest on bank and other borrowings was HK$158 million, a decrease from HK$193 million in the same period of 2024 Finance Costs (For the Six Months Ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on bank and other borrowings repayable wholly within five years | 157,953 | 193,061 | 5. Income Tax Expense Hong Kong Profits Tax is calculated at 16.5%, while PRC subsidiaries are taxed at 15% under high-tech enterprise or western region preferential policies, and other PRC subsidiaries at 25%; a 5% to 10% PRC withholding tax is levied on profits distributed from PRC subsidiaries to Hong Kong holding companies - Hong Kong Profits Tax rate: 16.5%[15] - PRC Enterprise Income Tax rate: 15% for high-tech enterprises or those under western region preferential policies, and 25% for others[16] - PRC Withholding Tax: 5% to 10% on profits distributed from PRC subsidiaries to Hong Kong holding companies[16] 6. Profit for the Period Profit for the period is achieved after deducting expenses such as auditors' remuneration, cost of inventories, depreciation and amortization, loss on disposal of property, plant and equipment, operating lease rentals, and staff costs Profit for the Period Deductions (For the Six Months Ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Auditors' Remuneration | 2,400 | 2,400 | | Cost of Inventories Recognized as an Expense | 6,181,421 | 6,573,149 | | Depreciation and Amortization of Property, Plant and Equipment | 588,062 | 630,687 | | Depreciation and Amortization of Right-of-use Assets | 15,536 | 8,968 | | Loss on Disposal of Property, Plant and Equipment | 27,626 | 43,493 | | Rental for Operating Leases | 5,061 | 2,515 | | Staff Costs | 844,694 | 840,771 | | Other Taxes | 24,087 | 41,929 | 7. Earnings Per Share For the six months ended June 30, 2025, basic earnings per share decreased to 4.49 HK cents from 5.51 HK cents in the same period of 2024; diluted earnings per share are not presented due to the absence of significant potential ordinary shares Earnings Per Share Calculation Data (For the Six Months Ended June 30) | Item | 2025 (HK$ Thousand/Thousand Shares) | 2024 (HK$ Thousand/Thousand Shares) | | :--- | :--- | :--- | | Profit for the Purpose of Calculating Basic and Diluted Earnings Per Share | 140,686 | 174,151 | | Weighted Average Number of Ordinary Shares for the Purpose of Calculating Basic and Diluted Earnings Per Share | 3,131,259 | 3,161,105 | - Basic earnings per share: 4.49 HK cents in 2025, compared to 5.51 HK cents in 2024[5] - Diluted earnings per share are not presented due to the absence of significant potential ordinary shares[19] 8. Dividends The company paid a 2024 final dividend of 5 HK cents per share, totaling HK$157 million; the Board recommends declaring a 2025 interim dividend of 5 HK cents per share, totaling HK$153 million, consistent with the prior year Dividends Paid and Proposed (For the Six Months Ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Dividends Paid: 2024 Final Dividend (5 HK cents per share) | 157,189 | 158,055 | | Proposed Dividends: 2025 Interim Dividend (5 HK cents per share) | 153,248 | 158,055 | 9. Trade and Other Receivables As of June 30, 2025, total trade receivables were HK$3.198 billion, net of credit loss provision at HK$3.172 billion, a decrease from the end of 2024; other receivables, deposits, and prepayments amounted to HK$212 million; the ageing analysis of trade receivables shows the largest portion is within 60 days Trade and Other Receivables (As of June 30) | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Receivables | 3,198,136 | 3,396,196 | | Less: Provision for Credit Losses | (25,720) | (25,648) | | Net Trade Receivables | 3,172,416 | 3,370,548 | | Other Receivables, Deposits and Prepayments | 212,039 | 370,405 | | Total Trade and Other Receivables | 3,384,455 | 3,740,953 | Ageing Analysis of Trade Receivables (As of June 30) | Ageing | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 60 days | 2,157,640 | 2,387,530 | | 61 to 90 days | 600,004 | 547,918 | | Over 90 days | 414,772 | 435,100 | | Total | 3,172,416 | 3,370,548 | - Provision for credit losses: Opening balance of HK$25,648 thousand, impairment loss recognized of HK$575 thousand, recoverable amount reversed of HK$503 thousand, closing balance of HK$25,720 thousand[22] 10. Trade Receivables at Fair Value Through Other Comprehensive Income As of June 30, 2025, total trade and bills receivables at fair value through other comprehensive income amounted to HK$1.536 billion, an increase from HK$1.185 billion at the end of 2024, primarily driven by an increase in bills receivables Trade and Bills Receivables at Fair Value Through Other Comprehensive Income (As of June 30) | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Receivables | 136,765 | 199,349 | | Bills Receivables | 1,398,739 | 985,849 | | Total | 1,535,504 | 1,185,198 | Ageing Analysis of Trade and Bills Receivables at Fair Value Through Other Comprehensive Income (As of June 30) | Ageing | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 60 days | 1,062,501 | 824,007 | | 61 to 90 days | 186,602 | 113,675 | | Over 90 days | 286,401 | 247,516 | | Total | 1,535,504 | 1,185,198 | 11. Trade and Other Payables As of June 30, 2025, total trade and bills payables amounted to HK$6.670 billion, an increase from HK$6.368 billion at the end of 2024, with the largest portion being trade payables within 60 days Ageing Analysis of Trade and Other Payables (As of June 30) | Ageing | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 60 days | 3,921,841 | 3,548,105 | | 61 to 90 days | 997,879 | 764,518 | | Over 90 days | 1,750,607 | 2,055,112 | | Total | 6,670,327 | 6,367,735 | Management Discussion and Analysis Business Review The company is a leading smartphone component manufacturer and automated display supplier in China, specializing in LCD and consumer electronic products; in H1 2025, revenue decreased by 5.7% due to global economic challenges and intense smartphone market competition, with smartphone-related business down 12.1% and non-smartphone business slightly down 0.4%; gross profit margin declined by 0.2% to 7.9% - Company positioning: One of China's largest smartphone component manufacturers and a top global automated display supplier[25] - Core businesses: (i) Liquid Crystal Display Products (including touch panel products) and (ii) Consumer Electronic Products (including micro camera modules, fingerprint identification modules, personal healthcare products, and electronic devices)[25] - Revenue decline: Revenue for the period was HK$8.10 billion, a year-on-year decrease of 5.7%[26] - Smartphone-related product business: Decreased by 12.1% year-on-year[26] - Non-smartphone related product business (automotive, industrial, medical, and IoT): Decreased slightly by 0.4% year-on-year[26] - Gross profit margin: Decreased by 0.2% to 7.9%, primarily due to intense competition in the smartphone market[26] Financial Review This section reviews the company's financial performance; revenue declined due to reduced smartphone-related sales in China, and gross profit margin fell due to market competition; other income decreased due to lower government grants, while net other losses increased due to exchange losses; administrative and distribution expenses decreased due to lower Chinese taxes, salaries, freight, and after-sales service fees; profit attributable to owners of the company declined primarily due to reduced revenue and gross profit Revenue Revenue for the period was approximately HK$8.098 billion, a year-on-year decrease of 5.7% or approximately HK$487 million, primarily due to reduced smartphone-related sales in China - Revenue: Approximately HK$8.098 billion, a year-on-year decrease of 5.7% or approximately HK$487 million[27] - Primary reason for revenue decrease: Reduced smartphone-related sales in China[27] Gross Profit and Gross Profit Margin Gross profit for the period was approximately HK$637 million, with a gross profit margin of approximately 7.9%, representing year-on-year decreases of 8.7% and 0.2% respectively; the decline in gross profit margin was primarily due to intense competition in the smartphone market - Gross profit: Approximately HK$637 million, a year-on-year decrease of 8.7%[28] - Gross profit margin: Approximately 7.9%, a year-on-year decrease of 0.2%[28] - Primary reason for gross profit margin decline: Intense competition in the smartphone market[28] Other Income Other income for the period was approximately HK$59.5 million, a year-on-year decrease of 26.2% or approximately HK$21.1 million, primarily due to reduced government grants (HK$25.0 million in 2025 vs HK$41.3 million in 2024) - Other income: Approximately HK$59.5 million, a year-on-year decrease of 26.2% or approximately HK$21.1 million[29] - Primary reason for other income decrease: Reduced government grants (HK$25.0 million in 2025 vs HK$41.3 million in 2024)[29] Other Gains and Losses Net other losses for the period were approximately HK$33.2 million, an increase from HK$17.3 million in the same period of 2024, primarily due to a net exchange loss of approximately HK$5.3 million (compared to a net exchange gain of HK$15.5 million in 2024) - Other gains and losses: Net loss of HK$33.2 million for the period (2024: net loss of HK$17.3 million)[30] - Primary reason for increased loss: Net exchange loss of approximately HK$5.3 million (2024: net exchange gain of approximately HK$15.5 million)[30] Administrative Expenses Administrative expenses for the period were approximately HK$212.3 million, a year-on-year decrease of 12.4% or approximately HK$30.0 million, primarily due to reduced other PRC taxes, salaries, and allowances - Administrative expenses: Approximately HK$212.3 million, a year-on-year decrease of 12.4% or approximately HK$30.0 million[31] - Primary reason for administrative expense decrease: Reduced other PRC taxes and salaries and allowances[31] Distribution and Selling Expenses Distribution and selling expenses for the period were approximately HK$127.9 million, a year-on-year decrease of 17.1% or approximately HK$26.3 million, primarily due to reduced freight charges and after-sales service fees - Distribution and selling expenses: Approximately HK$127.9 million, a year-on-year decrease of 17.1% or approximately HK$26.3 million[32] - Primary reason for distribution and selling expense decrease: Reduced freight charges and after-sales service fees[32] Profit for the Period Attributable to Owners of the Company Profit for the period attributable to owners of the company was approximately HK$140.7 million, a year-on-year decrease of 19.2%, primarily due to reductions in revenue of approximately HK$487 million and gross profit of approximately HK$60 million - Profit for the period attributable to owners of the company: Approximately HK$140.7 million, a year-on-year decrease of 19.2%[33] - Primary reason for profit decrease: Revenue decreased by approximately HK$487 million and gross profit decreased by approximately HK$60 million[33] Prospects Looking ahead to H2 2025, global economic conditions and geopolitical uncertainties will impact consumer electronics demand; management remains cautiously optimistic about smartphone and non-smartphone related businesses, focusing on market technology, supply chain changes, R&D upgrades, production process optimization, and close client communication to deliver high-quality products and solutions for steady business expansion - Outlook: Global economic environment and geopolitical uncertainties will impact consumer electronics industry demand[34] - Business outlook: Smartphone and non-smartphone related product businesses are expected to remain stable, with management holding a cautiously optimistic view[34] - Strategic focus: Continuous attention to market technology demands and supply chain changes in display and non-display businesses; R&D technology and production process upgrades; close communication with customers to provide high-quality products and solutions for steady business expansion[34] Material Investments, Acquisitions, Assets and Liabilities In May 2024, the company acquired an additional 12.55% equity interest in Truly Renshou from another shareholder for a cash consideration of RMB1.097 billion, increasing its effective interest in Truly Renshou from 17.14% to 29.69%; Truly Renshou remains an associate accounted for using the equity method - Investment in associate: Truly (Renshou) High-End Display Technology Co., Ltd. ("Truly Renshou") commenced mass production in 2021[35] - Equity acquisition: In May 2024, the company acquired an additional 12.55% equity interest in Truly Renshou for a cash consideration of RMB1.097 billion[36] - Change in shareholding: The company's effective interest in Truly Renshou increased from 17.14% to 29.69%[36] - Accounting treatment: Truly Renshou remains an associate, consolidated into the financial statements using the equity method[35][36] Liquidity and Financial Resources During the period, Group assets increased by HK$443 million and liabilities increased by HK$246 million; as of June 30, 2025, net borrowings were approximately HK$5.218 billion, a 1.0% increase from the end of 2024; net current liabilities were approximately HK$5.679 billion, with a current ratio maintained at 0.62 times; the gearing ratio decreased from 56% at the end of 2024 to 55%; the company has ample bank facilities, with working capital primarily from internal cash flow and bank facilities - Asset and liability changes: Assets increased by approximately HK$443 million and liabilities increased by approximately HK$246 million during the period[37] - Net borrowings: Approximately HK$5.218 billion as of June 30, 2025, an increase of 1.0% or HK$54 million from the end of 2024[37] - Net current liabilities: Approximately HK$5.679 billion as of June 30, 2025, a slight increase from the end of 2024[38] - Current ratio: Maintained at 0.62 times, consistent with the end of 2024[38] - Gearing ratio: Approximately 55%, a decrease from 56% at the end of 2024[39] - Cash and bank balances: Approximately HK$1.716 billion as of June 30, 2025, with ample bank facilities[39] Pledge of Assets As of June 30, 2025, the Group had no pledge of assets - No pledge of assets: As of June 30, 2025, the Group had no pledge of assets[40] General The Group's current order book remains robust; as of the period end, the Group employed approximately 14,400 workers and employees in its PRC factories and about 40 staff in its Hong Kong office, with total staff costs of approximately HK$845 million - Order book status: Robust[41] - Number of employees: Approximately 14,400 in PRC factories and about 40 in the Hong Kong office[41] - Total staff costs: Approximately HK$845 million for the period[41] Capital Commitments As of June 30, 2025, the Group had contracted but unprovided capital expenditure commitments for the acquisition of property, plant and equipment of approximately HK$164 million - Capital expenditure commitments: Contracted but unprovided capital expenditure for the acquisition of property, plant and equipment of approximately HK$164 million[42] Other Information Contingent Liabilities As of June 30, 2025, the company had no significant contingent liabilities - No significant contingent liabilities: As of June 30, 2025, the company had no significant contingent liabilities[43] Exchange Rate Fluctuation Risk The company stated that it would consider hedging if there were exchange rate fluctuation risks - Exchange rate risk management: Hedging will be considered if there are exchange rate fluctuation risks[44] Interim Dividend The Board resolved to declare a 2025 interim dividend of 5 HK cents per ordinary share, consistent with 2024; the dividend will be paid on December 1, 2025, to shareholders on record as of November 3, 2025 - Interim dividend: 5 HK cents per ordinary share (same as 2024)[45] - Payment date: Expected to be December 1, 2025[45] - Record date: November 3, 2025[45] Closure of Register of Members To determine eligibility for the interim dividend, the company will suspend registration of share transfers on November 3, 2025; all share transfer documents must be lodged with the Hong Kong share registrar by 4:30 p.m. on October 31, 2025, for registration - Suspension of registration date: November 3, 2025[46] - Deadline for transfer documents: 4:30 p.m. on October 31, 2025[46] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, the company repurchased a total of 75,312,000 ordinary shares on the Stock Exchange for approximately HK$80 million, representing about 2.44% of the issued share capital; 44,718,000 shares were cancelled during the period, and the remaining 30,594,000 shares were cancelled after the reporting period; no other listed securities were purchased, redeemed, or sold by the company or its subsidiaries - Share repurchases: 75,312,000 ordinary shares repurchased for a total consideration of approximately HK$80 million[47] - Percentage of issued share capital: Approximately 2.44%[47] - Share cancellations: 44,718,000 shares cancelled during the period, with the remaining 30,594,000 shares cancelled after the reporting period[47] Model Code To the best of the directors' knowledge, the directors have complied with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules during the review period - Directors' compliance with Model Code: To the best of the directors' knowledge, compliance with Appendix C3 of the Listing Rules has been maintained[48] Audit Committee The Audit Committee, comprising three independent non-executive directors, is responsible for reviewing and overseeing the Group's financial reporting and internal controls; the committee has reviewed the unaudited interim condensed consolidated financial statements for the period and confirmed their compliance with applicable accounting standards - Composition: Comprises three independent non-executive directors (Mr. Chung Kam Kwong, Mr. Cheung Wai Yin, and Mr. Heung Kai Sing)[49] - Responsibilities: Review and oversee the Group's financial reporting matters and internal controls[49] - Review outcome: Financial statements for the period have been reviewed and are deemed to be prepared in accordance with applicable accounting standards[49] Corporate Governance For the six months ended June 30, 2025, the company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules, with two significant deviations: the roles of Chairman and Chief Executive Officer are combined, and the Chairman did not attend the AGM; the Board believes the combined role enhances efficiency, and regular Board meetings balance power - Compliance: Complied with the Corporate Governance Code in Appendix C1 of the Listing Rules, except for two significant deviations[50] - Deviation 1: The roles of Chairman and Chief Executive Officer are combined by Mr. Lin Wei Hua; the Board believes this structure achieves higher efficiency and effectiveness[50] - Deviation 2: The Chairman did not attend the Annual General Meeting on May 12, 2025, as he remained at the Shanwei factory[51] Events After the Reporting Period Except as disclosed in this announcement, no other significant events affecting the Group have occurred after June 30, 2025, and up to the date of this announcement - No other significant events: Except as disclosed, no other significant events occurred after the reporting period[52] Publication of Interim Results and Interim Report This interim results announcement has been published on the 'HKEXnews' website and the company's website; the 2025 interim report containing all information will be published in due course - Announcement publication platforms: "HKEXnews" website (www.hkexnews.hk) and the company's website (www.truly.com.hk)[53](index=53&type=chunk) - Interim report: The 2025 interim report will be published in due course[53] Board of Directors Information As of the announcement date, the Board of Directors comprises Executive Directors Mr. Lin Wei Hua (Chairman), Mr. Wong Pong Chun, Mr. Cheung Wing Cheung; Non-executive Directors Mr. Song Bei Bei, Ms. Lin Bao Zhen; and Independent Non-executive Directors Mr. Chung Kam Kwong, Mr. Heung Kai Sing, Mr. Cheung Wai Yin - Board members: Include Executive Directors, Non-executive Directors, and Independent Non-executive Directors[55] - Chairman: Mr. Lin Wei Hua[54][55]