Interim Condensed Consolidated Statement of Comprehensive Income Consolidated Statement of Comprehensive Income Summary Profit for the period significantly decreased by 84.9% to RMB 17,715 thousand due to reduced gross profit and increased expenses Key Financial Performance for the Six Months Ended June 30, 2025 | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | Year-on-year change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,357,566 | 1,359,778 | -0.2% | | Cost of sales | (1,304,505) | (1,229,559) | +6.1% | | Gross profit | 53,061 | 130,219 | -59.3% | | Operating profit | 25,286 | 141,130 | -82.1% | | Profit for the period | 17,715 | 116,983 | -84.9% | | Profit for the period attributable to owners of the Company | 17,715 | 117,032 | -84.9% | | Basic and diluted earnings per share (RMB cents) | 0.84 | 6.08 | -86.2% | - Total comprehensive income for the period significantly decreased from RMB 117,141 thousand in 2024 to RMB 17,381 thousand in 2025, a reduction of 85.2%4 Interim Condensed Consolidated Statement of Financial Position Consolidated Statement of Financial Position Summary Total assets decreased due to lower current assets, while net current assets slightly increased and total equity grew stably Key Asset and Liability Data as at June 30, 2025 | Metric | As at June 30, 2025 (RMB thousand) | As at December 31, 2024 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total assets | 2,357,291 | 2,673,717 | -11.8% | | Total non-current assets | 385,334 | 400,199 | -3.8% | | Total current assets | 1,971,957 | 2,273,518 | -13.2% | | Inventories | 569,057 | 793,403 | -28.3% | | Trade and bills receivables | 355,984 | 659,808 | -46.1% | | Cash and cash equivalents | 896,941 | 655,837 | +36.8% | | Total current liabilities | 1,119,258 | 1,448,620 | -22.7% | | Trade payables | 990,680 | 1,252,414 | -20.9% | | Net current assets | 852,699 | 824,898 | +3.4% | | Total liabilities | 1,275,847 | 1,609,654 | -20.7% | | Total equity | 1,081,444 | 1,064,063 | +1.6% | Notes to the Interim Condensed Consolidated Financial Information 1 General Information The Group, incorporated in the Cayman Islands and listed in Hong Kong, primarily conducts unaudited coal-related businesses in China - The Company was incorporated in the Cayman Islands on February 19, 2010, and listed on the Main Board of the Hong Kong Stock Exchange on January 12, 20127 - The Group's principal activities are coal trading, coal processing services, and supply chain services in China8 2 Basis of Preparation Interim financial statements are prepared under HKAS 34 and Listing Rules, using historical cost basis, with consistent accounting policies - The interim condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA and the Listing Rules of the Stock Exchange9 - The statements are prepared on a historical cost basis, except for financial assets at fair value through other comprehensive income and derivative financial assets measured at fair value10 3 Changes in Accounting Policies The Group adopted new HKFRS standards, including HKAS 21 (Revised), with no significant impact on current or future financial statements - The Group has adopted HKAS 21 (Revised) "Lack of Exchangeability", which specifies how an entity assesses whether a currency is exchangeable and determines the spot exchange rate12 - Management believes the adoption of new and revised standards has no significant impact on the amounts reported and disclosures in these interim condensed consolidated financial statements12 - Several new and revised standards effective for accounting periods beginning in 2026 or 2027 are not expected to have a significant impact on the Group's financial performance and position based on preliminary assessment13 4 Estimates Management's judgments and estimates for financial statements are consistent with 2024, but actual results may vary - The significant judgments made by management and key sources of estimation uncertainty in preparing the financial statements are the same as those applied in the 2024 annual financial statements14 5 Financial Risk Management The Group faces market, credit, liquidity, and concentration risks, with no significant policy changes, and fair values are estimated across three levels - The Group's operations are exposed to market risks (including foreign exchange risk and interest rate risk), credit risk, liquidity risk, and concentration risk15 - There have been no significant changes in risk management policies since December 31, 202416 Fair Value Hierarchy of Financial Instruments | Fair Value Measurement Level | As at June 30, 2025 (RMB thousand) | As at December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Derivative financial assets (Level 2) | – | 1,504 | | Financial assets at fair value through other comprehensive income (Level 2) | – | 541 | 6 Segment Information The Group operates a single coal business segment, with revenue from China covering trading, processing, and supply chain services, and non-current assets primarily in China - The Group's chief operating decision-maker considers the coal business as a single operating segment, thus no separate segment analysis is presented in the interim condensed consolidated financial report20 Revenue from Customer Contracts by Category (For the six months ended June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Major geographical markets | | | | - China | 1,357,566 | 1,359,778 | | Major products and services | | | | - Trading of coal and provision of coal processing services | 1,294,494 | 1,329,032 | | - Coal supply chain management services | 63,072 | 30,746 | | Timing of revenue recognition | | | | - At a point in time | 1,357,566 | 1,359,778 | Geographical Information (For the six months ended June 30) | Region | 2025 Revenue (RMB thousand) | 2024 Revenue (RMB thousand) | 2025 Non-current assets (RMB thousand) | 2024 Non-current assets (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | China | 1,357,566 | 1,359,778 | 369,859 | 377,738 | | Hong Kong | – | – | 4,555 | 5,515 | | Singapore | – | – | 1,109 | 1,797 | | Total | 1,357,566 | 1,359,778 | 375,523 | 385,050 | 7 Other (Losses)/Gains – Net Net other losses of RMB 8.6 million were primarily driven by RMB 10.1 million in exchange losses due to USD and HKD depreciation Other (Losses)/Gains – Net (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net exchange (losses)/gains | (10,088) | 4,138 | | Government grants | 502 | 4,737 | | Other (losses)/gains – net | (8,649) | 9,479 | - The exchange losses for the period primarily arose from financial assets denominated in USD and HKD, due to the depreciation of USD and HKD against RMB23 8 Finance Income/(Costs) – Net Net finance income improved to RMB 1.008 million, driven by higher interest income and lower interest expenses Finance Income/(Costs) – Net (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Finance income (interest income) | 5,029 | 1,141 | | Finance costs | (4,021) | (3,081) | | Finance income/(costs) – net | 1,008 | (1,940) | 9 Profit Before Income Tax Profit before tax is calculated after deducting increased inventory costs, depreciation, and employee costs Profit Before Income Tax Deductions (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Cost of inventories | 1,206,708 | 1,157,369 | | Depreciation of right-of-use assets | 2,771 | 2,496 | | Depreciation of property, plant and equipment | 15,172 | 4,761 | | Employee costs | 56,521 | 41,787 | 10 Income Tax Expense Income tax expense significantly decreased to RMB 8.6 million due to lower PRC enterprise income tax and various preferential tax policies Income Tax Expense (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Current tax – PRC enterprise income tax | 4,601 | 18,844 | | Deferred tax | 3,978 | 2,386 | | Income tax expense | 8,579 | 21,230 | - Hong Kong subsidiaries are subject to Hong Kong profits tax at a rate of 16.5%, with eligible entities benefiting from a two-tiered profits tax rate (first HKD 2 million at 8.25%)2728 - PRC subsidiaries are subject to enterprise income tax at a rate of 25%, with certain small low-profit enterprises, Hainan Runce, and Shenzhen Runce enjoying preferential tax rates (e.g., 15%)28293031 11 Earnings/(Loss) Per Share Basic and diluted earnings per share significantly decreased to RMB 0.84 cents, driven by lower profit attributable to owners Earnings/(Loss) Per Share (For the six months ended June 30) | Item | 2025 (RMB thousand/cents) | 2024 (RMB thousand/cents) | | :--- | :--- | :--- | | Profit attributable to owners of the Company (RMB thousand) | 17,715 | 117,032 | | Weighted average number of shares in issue (thousand shares) | 2,103,141 | 1,924,198 | | Basic and diluted earnings per share (RMB cents) | 0.84 | 6.08 | - There were no potential ordinary shares with dilutive effect for the six months ended June 30, 2025 and 2024, thus diluted earnings per share equal basic earnings per share33 12 Dividends Directors do not recommend an interim dividend for the period, consistent with the prior year - The directors do not recommend the payment of an interim dividend for the current period (2024: nil)34 13 Property, Plant and Equipment Capital expenditure for property, plant and equipment significantly decreased to RMB 8.4 million, with no disposals Capital Expenditure for Property, Plant and Equipment (For the six months ended June 30) | Item | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Capital expenditure | 8.4 | 23.2 | 14 Trade and Bills Receivables Net trade and bills receivables significantly decreased to RMB 356 million, with improved collection reflected in reduced credit loss allowance Net Trade and Bills Receivables | Item | As at June 30, 2025 (RMB thousand) | As at December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Net trade receivables | 297,422 | 523,073 | | Net bills receivables | 58,562 | 136,735 | | Total net trade and bills receivables | 355,984 | 659,808 | Ageing Analysis of Trade and Bills Receivables | Ageing | As at June 30, 2025 (RMB thousand) | As at December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Up to 3 months | 198,992 | 513,981 | | 3 to 6 months | 150,645 | 142,805 | | 6 to 12 months | 6,347 | 3,022 | | Total | 355,984 | 659,808 | Movement in Loss Allowance for Trade and Bills Receivables | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Balance at January 1 | 18,848 | 5,603 | | (Reversal of) / Expected credit loss recognised during the period | (10,955) | 603 | | Balance at June 30 | 7,893 | 6,206 | 15 Other Receivables and Prepayments Net other receivables and prepayments slightly decreased to RMB 150 million, with a RMB 4.9 million reversal of credit loss allowance Net Other Receivables and Prepayments | Item | As at June 30, 2025 (RMB thousand) | As at December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Consideration receivable from disposal of a subsidiary | 94,000 | 94,000 | | Net other receivables | 100,345 | 101,617 | | Deposits paid to suppliers – third parties | 10,293 | 13,567 | | Prepayments to suppliers – third parties | 20,483 | 29,731 | | Other recoverable taxes | 18,854 | 17,510 | | Total net other receivables and prepayments | 149,975 | 162,425 | Movement in Loss Allowance for Other Receivables | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Balance at January 1 | 63,310 | 63,501 | | Reversal of expected credit loss recognised during the period | (4,919) | (495) | | Exchange differences | (1,816) | 2,358 | | Balance at June 30 | 56,575 | 65,364 | 16 Trade Payables Trade payables decreased to RMB 990.7 million, with most balances aged within three months Ageing Analysis of Trade Payables | Ageing | As at June 30, 2025 (RMB thousand) | As at December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Up to 3 months | 747,204 | 1,067,251 | | 3 to 6 months | 242,790 | 4,785 | | 6 to 12 months | 196 | 179,990 | | Over 12 months | 490 | 388 | | Total | 990,680 | 1,252,414 | 17 Other Payables and Accrued Charges Other payables and accrued charges slightly decreased to RMB 81.4 million, including customer deposits and salaries Other Payables and Accrued Charges | Item | As at June 30, 2025 (RMB thousand) | As at December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Other payables | 46,731 | 41,564 | | Salaries and welfare payable | 25,778 | 25,204 | | Accrued taxes (excluding income tax) | 6,424 | 19,983 | | Interest payable on loan from a shareholder of the Company | 2,510 | 1,308 | | Total | 81,443 | 88,059 | 18 Share Capital and Share Premium Issued shares, share capital, and share premium remained consistent with January 1, 2025, totaling RMB 971,672 thousand in equity Movement in Share Capital and Share Premium | Item | Number of shares (thousand shares) | Share capital (RMB thousand) | Share premium (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | As at January 1, 2024 | 1,787,388 | 152,933 | 703,804 | 856,737 | | Shares issued upon acquisition of a subsidiary | 156,600 | 14,303 | 28,606 | 42,909 | | As at June 30, 2024 | 1,943,988 | 167,236 | 732,410 | 899,646 | | As at January 1, 2025 and June 30, 2025 | 2,103,141 | 181,896 | 789,776 | 971,672 | 19 Acquisition of CCB LOGISTICS LIMITED The Group acquired CCB Logistics for RMB 77,558 thousand, strengthening coal operations and generating a RMB 20,071 thousand bargain purchase gain - The Group entered into an agreement on December 29, 2023, to acquire 100% equity interest in CCB Logistics for RMB 77,558 thousand, with the acquisition completed on January 24, 202445 - CCB Logistics and its subsidiaries engage in coal supply chain management services, and this acquisition enhances the Group's existing coal trading business and supply chain management capabilities45 Fair Value of Identifiable Assets and Liabilities Acquired in CCB Logistics Acquisition | Item | RMB thousand | | :--- | :--- | | Net identifiable assets acquired | 97,629 | | Consideration | (77,558) | | Bargain purchase gain on acquisition of a subsidiary | 20,071 | 20 Discontinued Operations The Group ceased mining operations in 2024, resulting in no revenue or losses from discontinued operations this period - The Group disposed of its entire equity interest in Hami Jinhua Mineral Resources Development Co., Ltd. in July 2024, completing the sale on September 29, 2024, and ceasing its mining operations49 Loss Analysis of Discontinued Operations (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | – | – | | Cost of sales | – | (590) | | Gross loss | – | (590) | | Administrative expenses | – | (387) | | Operating loss | – | (977) | | Loss for the period | – | (985) | 21 Related Party Transactions Related party transactions include compensation for key management personnel, which decreased to RMB 2.785 million - Tianyuan International Limited is a shareholder of the Company, holding a 24.8% equity interest in the Company53 Key Management Personnel Compensation (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Basic salaries, allowances and other benefits | 2,683 | 3,387 | | Contributions to retirement benefit schemes | 102 | 89 | | Total | 2,785 | 3,476 | 22 Capital Commitments Contracted capital commitments for property and equipment significantly decreased to RMB 1.457 million Capital Commitments | Item | As at June 30, 2025 (RMB thousand) | As at December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Acquisition of property and equipment | 1,457 | 10,255 | 23 Contingent Liabilities The Group reported no significant contingent liabilities as at June 30, 2025 - The Group had no significant contingent liabilities as at June 30, 202556 Management Discussion and Analysis Business Review The Group's coal business faces declining prices due to high supply and inventory, while it expands into photovoltaic projects for green transition - The Group primarily engages in coal business, including coal processing, supply chain services, and trading57 - China's coal consumption accounts for 53.2% of national energy consumption, significantly higher than the global average58 - In the first half of 2025, raw coal production by industrial enterprises above designated size was 2.40 billion tonnes, a 5.4% year-on-year increase; coal and lignite imports reached 222 million tonnes, a 11.1% year-on-year decrease5960 - Total coal inventory at major Bohai Rim ports was 27.56 million tonnes, an increase of 7.9% from the beginning of the year, indicating relatively slow consumption of imported coal61 - The China Coal Index 5500K continuously declined in the period, from RMB 770/tonne to RMB 620/tonne, reflecting an expansion in production and a downward trend in prices64 - The Group has initiated photovoltaic projects to promote decarbonization, integrate coal-based energy with diversified green energy, and expand channels for green transformation of its coal business70 Results Review Revenue remained stable, but gross profit significantly declined due to increased cost of sales and administrative expenses, while net finance income improved - The Group's revenue decreased by approximately 0.2% from approximately RMB 1,360 million in the prior period to approximately RMB 1,358 million in the current period, with stable sales revenue indicating a significant increase in coal transaction volume72 - Cost of sales increased by approximately 6.1% year-on-year to RMB 1,305 million, primarily attributable to increased transaction volume72 - Gross profit decreased by approximately 59.3% from approximately RMB 130.2 million in the prior period to approximately RMB 53.1 million in the current period, as continuous coal price declines severely compressed gross margins in the coal trading business73 - Administrative expenses increased to RMB 33.6 million (prior period: RMB 18.9 million), mainly due to increased depreciation expenses from the operational use of Changzhi Desheng Coal Shed and higher employee costs75 - Other net losses were approximately RMB 8.6 million (prior period: net gains of approximately RMB 9.5 million), primarily due to net exchange losses of approximately RMB 10.1 million76 - Net finance income was approximately RMB 1.0 million (prior period: net finance costs of approximately RMB 1.9 million), mainly from bank interest income78 - Income tax expense was approximately RMB 8.6 million (prior period: RMB 21.3 million), primarily due to reduced current enterprise income tax expenses from PRC operations79 Significant Investments Held The Group held no significant debt securities investments as at June 30, 2025 - As at June 30, 2025, the Group held no significant investments in debt securities (December 31, 2024: RMB 0.5 million)80 Capital Expenditure Capital expenditure decreased to RMB 8.4 million, mainly for property, plant and equipment and right-of-use assets Capital Expenditure (For the six months ended June 30) | Item | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Capital expenditure for property, plant and equipment and right-of-use assets | 8.4 | 23.2 | Liquidity and Financial Resources Equity attributable to owners increased, total assets decreased, while strong liquidity is maintained with increased cash balances and a net cash position - Equity attributable to owners of the Company increased by 1.6% to approximately RMB 1,081.4 million82 - The Group's total assets decreased to approximately RMB 2.36 billion (December 31, 2024: approximately RMB 2.67 billion)82 - The Group's bank and cash balances increased by 36.8% to approximately RMB 896.9 million (December 31, 2024: RMB 655.8 million)85 - The Company's net cash position was RMB 768.5 million (December 31, 2024: RMB 526.5 million)87 Treasury Policy The Group maintains a conservative treasury policy, primarily transacting in RMB, USD, and HKD, with surplus cash in USD fixed deposits - The Group continues to adopt a conservative treasury policy for liquidity and financial management86 - The Group primarily conducts its continuing operations in RMB, USD, and HKD, with surplus cash mostly invested in USD-denominated fixed deposits86 Gearing Ratio The Group's gearing ratio is based on net debt to total capital, with a net cash position of RMB 768.5 million - The Group's gearing ratio is calculated as net debt divided by total capital87 - As at June 30, 2025, the Company was in a net cash position of RMB 768.5 million (December 31, 2024: RMB 526.5 million)87 Key Risks The Group manages foreign exchange risk with hedging strategies and credit risk from receivables through strict controls and loss provisions - The Group's business is primarily conducted in RMB, but international coal supply chain trade involves USD transactions, exposing it to potential foreign currency risk between USD and RMB89 - To manage foreign exchange risk, the Company has established a dedicated team to monitor exchange rate fluctuations, assess risks, and formulate hedging strategies, utilizing foreign currency forward contracts89 - The Group faces credit risk in its coal business, primarily from trade and bills receivables, which is managed through strict control of outstanding receivables and regular review of overdue balances90 - As at June 30, 2025, a loss allowance of approximately RMB 7.9 million was provided for the total trade and bills receivables (December 31, 2024: RMB 18.8 million)90 Pledge of the Company’s Assets, Commitments and Contingent Liabilities The Group had no other significant capital commitments, asset pledges, or contingent liabilities beyond disclosed notes - Except as disclosed in Note 22 (Capital Commitments) and Note 23 (Contingent Liabilities), the Group had no other contracted capital expenditure, commitments, pledge of the Company's assets, or significant contingent liabilities93 Dividends Directors do not recommend an interim dividend for the current period, consistent with the prior year - The directors do not recommend the payment of any interim dividend for the current period (prior period: nil)94 Human Resources and Share Option Scheme The Group employed 839 staff with RMB 56.5 million in employee costs, and no share options were granted or outstanding - As at June 30, 2025, the Group employed 839 staff (December 31, 2024: 999 staff)95 - Total employee costs (including directors' emoluments) expensed for the period were approximately RMB 56.5 million (prior period: RMB 41.8 million)95 - The share option scheme aims to incentivize and reward eligible participants, and to recruit and retain high-caliber personnel, but no share options were granted, exercised, lapsed, or outstanding during the period or as at June 30, 202595 Future Outlook and Prospects Coal prices declined in H1 due to market factors, but H2 outlook suggests potential price recovery with slower supply growth and increased electricity demand, while the Group pursues green transformation - In the first half, the coal market experienced price declines and significant margin contraction due to low heating demand, slower growth in manufacturing electricity consumption, and coal miners' strategy of prioritizing volume over price, causing prices to revert to pre-2021 surge levels9697 - The National Energy Administration will investigate coal mines for overproduction, which is expected to slow domestic coal supply growth and further reduce coal imports98 - National electricity consumption is projected to grow by approximately 6–8% in the second half of 2025 compared to the same period in 2024, with thermal coal power expected to maintain high consumption levels98 - The Group actively expanded revenue sources by maintaining long-term cooperative relationships with major coal trading customers, leading to significant growth in coal trading volume; coal supply chain management service revenue and gross profit significantly increased, effectively offsetting the decline in gross margin from coal trading business99 - The Group has initiated the development and construction of photovoltaic projects to promote carbon reduction and facilitate the integrated development of coal-based energy and green energy101 Corporate Governance and Other Information Directors’ and Chief Executive’s Interests in Shares, Underlying Shares and Debentures Directors Mr. Cui Yazhou and Mr. Ye Xin held significant equity interests through controlled corporations Directors’ and Chief Executive’s Interests in Shares | Name/Designation | Nature of interest | Total interest in shares (shares) | Approximate percentage of issued share capital (%) | | :--- | :--- | :--- | :--- | | Tianyuan International Limited | Beneficial owner | 521,000,000 (L) | 24.77 | | Mr. Cui Yazhou | Interest in controlled corporation | 521,000,000 (L) | 24.77 | | Fulian Holdings Limited | Beneficial owner | 137,792,017 (L) | 6.55 | | Mr. Ye Xin | Interest in controlled corporation | 137,792,017 (L) | 6.55 | Substantial Shareholders’ and Other Persons’ Interests in Shares and Underlying Shares Several individuals and entities, including Mr. Feng Yuantao and China Clean Energy Technology, are substantial shareholders with significant equity interests Substantial Shareholders’ and Other Persons’ Interests in Shares | Name/Designation | Nature of interest | Total interest in shares (shares) | Approximate percentage of issued share capital (%) | | :--- | :--- | :--- | :--- | | Mr. Feng Yuantao | Beneficial owner | 306,522,040 (L) | 14.57 | | Mr. Bong Chin Chung | Beneficial owner | 242,419,957 (L) | 11.53 | | China Clean Energy Technology Co., Ltd. | Beneficial owner | 170,000,000 (L) | 8.08 | | Mr. Li Langwei | Interest in controlled corporation | 170,000,000 (L) | 8.08 | | Baicheng International Group Co., Ltd. | Beneficial owner | 147,000,000 (L) | 6.99 | | Ms. Gao Miaomiao | Interest in controlled corporation | 147,000,000 (L) | 6.99 | | Mr. Cao Jianwei | Interest in controlled corporation | 147,000,000 (L) | 6.99 | Major Contracts No directors or their associates held material interests in significant transactions or contracts related to the Group's business - During or at the end of the period, no director or their associates had a direct or indirect material interest in any significant transaction, arrangement, or contract entered into by the Company or its subsidiaries, fellow subsidiaries, and parent company concerning the Group's business111 Management Contracts The Company had no management or administration contracts for its business during the period - The Company had no contracts concerning the management and administration of the whole or any substantial part of its business during the period112 Directors’ Interests in Competing Business No directors or their associates engaged in any business competing with the Group's operations - No director or their associates engaged in any business that competes or is likely to compete, directly or indirectly, with the Group's business113 Share Option Scheme A new share option scheme was adopted in 2021, but no options were granted, exercised, or outstanding during the period - The Company adopted a new share option scheme on May 28, 2021, to incentivize and reward eligible participants114115 - The total number of shares available for issue under the share option scheme is 162,000,000 shares, representing 7.7% of the issued shares as at January 1, 2025, June 30, 2025, and the date of this announcement120 - As at January 1, 2025, and June 30, 2025, no share options were outstanding, and no share options were granted, exercised, cancelled, or lapsed during the period121 Events After the Reporting Period No significant events occurred after the reporting period, except as otherwise disclosed - Save as disclosed elsewhere in this announcement, there were no significant events after the reporting period122 Sufficiency of Public Float The Company maintained the required public float throughout the period - As at the date of this announcement, the Company maintained the public float required by the Listing Rules throughout the period123 Purchase, Redemption or Sale of Securities Neither the Company nor its subsidiaries purchased, redeemed, or sold any listed securities, and no treasury shares were held - Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities during the period124 Issue of Equity Securities The Company did not issue equity securities or sell treasury shares for cash during the period - The Company did not issue any equity securities or sell treasury shares for cash during the period125 Corporate Governance Compliance Compliance with Corporate Governance Code The Company complies with the Corporate Governance Code, with plans to appoint a new CEO to segregate roles - The Company has taken appropriate steps to adopt and comply with the Corporate Governance Code during the period126 - The roles of Chairman and Chief Executive Officer are not segregated, with the CEO's duties performed by other executive directors and senior management; the Board believes sufficient measures are in place to ensure corporate governance practices are comparable to the Code126 - The Company will issue a separate announcement regarding the appointment of a new Chief Executive Officer in due course127 Directors’ Securities Transactions All directors confirmed compliance with the Model Code for securities transactions throughout the period - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules128 - Following specific enquiries to all directors, all directors confirmed compliance with the required standards set out in the Model Code throughout the period128 Changes in Directors’ Information Independent non-executive director Mr. Ruan Guantong was appointed to another company, with no other disclosed director information changes - Mr. Ruan Guantong, an independent non-executive director of the Company, was appointed as an independent non-executive director of Zhudi Holdings Group Limited on June 18, 2025129 Review by Audit Committee The Audit Committee, composed of independent non-executive directors, reviewed the unaudited interim results and monitors financial reporting and controls - The Audit Committee, comprising three independent non-executive directors, is responsible for reviewing and monitoring the Group's financial reporting process, internal controls, and risk management systems130131 - The interim results for the period, though unaudited, have been reviewed by the Audit Committee131 Past Performance and Forward-Looking Statements Group performance is historical, not indicative of future results, and forward-looking statements involve risks with no obligation for updates - The Group's performance and operating results contained in this report are historical, and past performance is not a guarantee of the Group's future results132 - This announcement contains certain forward-looking statements regarding the Group's financial condition, operating results, and business, which involve known and unknown risks and uncertainties, and actual results may differ materially132 - Neither the Group, its directors, employees, nor agents assume any obligation to correct or update the forward-looking statements or opinions contained in this report133 Publication of Interim Results and Interim Report The interim results announcement is published online, and the interim report will be dispatched to shareholders and available on the same websites - This interim results announcement has been published on the Stock Exchange website (http://www.hkex.com.hk) and the Company's website (http://www.huili.hk)[134](index=134&type=chunk) - The Company's interim report for the six months ended June 30, 2025, will be dispatched to the Company's shareholders and available on the same websites in due course134
汇力资源(01303) - 2025 - 中期业绩