泛远国际(02516) - 2025 - 中期业绩

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group reported a net loss of RMB 14.49 million, a significant decline from a net profit of RMB 38.06 million in the prior year, with revenue decreasing by 43.4% to RMB 808 million and gross profit by 29.7% Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | Six Months Ended June 30, 2025 (RMB Thousand) | Six Months Ended June 30, 2024 (RMB Thousand) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 808,208 | 1,427,976 | -43.4% | | Cost of sales | (734,515) | (1,323,177) | -44.5% | | Gross profit | 73,693 | 104,799 | -29.7% | | (Loss) Profit before tax | (14,802) | 40,041 | Turned to loss | | (Loss) Profit for the period | (14,489) | 38,062 | Turned to loss | | Basic and diluted (loss) earnings per share (RMB cents) | (1.85) | 4.88 | Turned to loss | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets and liabilities decreased, with a slight reduction in net current assets and total equity, but an increase in bank balances and cash Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB Thousand) | December 31, 2024 (RMB Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 214,039 | 190,771 | +12.2% | | Current assets | 1,228,662 | 1,531,560 | -19.8% | | Current liabilities | 744,051 | 996,300 | -25.3% | | Net current assets | 484,611 | 535,260 | -9.46% | | Total assets less current liabilities | 698,650 | 726,031 | -3.77% | | Non-current liabilities | 4,834 | 3,736 | +29.4% | | Total equity | 693,816 | 722,295 | -3.94% | | Trade receivables | 429,247 | 660,409 | -35.0% | | Trade payables | 59,099 | 83,252 | -29.0% | | Bank balances and cash | 485,408 | 448,633 | +8.2% | Notes to the Condensed Consolidated Financial Statements This section details the basis of preparation, accounting policies, and changes in financial data, including revenue, segment information, other income, tax, earnings per share, receivables, payables, share capital, and fair value measurement of financial instruments, providing deeper context for understanding the financial position 1. Basis of Preparation The Group's condensed consolidated financial statements are prepared in accordance with HKAS 34 'Interim Financial Reporting' and the Listing Rules, primarily engaging in end-to-end cross-border delivery, freight forwarding, and other logistics services - The Company was incorporated in the Cayman Islands on November 24, 2022, and listed on the Main Board of the Stock Exchange of Hong Kong on December 22, 2023[9] - The Group is principally engaged in providing end-to-end cross-border delivery services, freight forwarding services, and other logistics services[9] - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[9] 2. Accounting Policies The condensed consolidated financial statements are prepared on a historical cost basis, consistent with the annual consolidated financial statements for the year ended December 31, 2024, with no significant impact from new HKFRS amendments during the period - The condensed consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments which are measured at fair value at the end of each reporting period[10] - The application of the amendments to Hong Kong Financial Reporting Standards in the current interim period has had no significant impact on the Group’s financial performance and position[11] 3. Revenue The Group's total revenue for the six months ended June 30, 2025, was RMB 808 million, a 43.4% decrease from RMB 1,428 million in the prior year, with all major service lines experiencing reductions, particularly freight forwarding services Revenue by Service Line | Service Line | Six Months Ended June 30, 2025 (RMB Thousand) | Six Months Ended June 30, 2024 (RMB Thousand) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | End-to-end cross-border delivery services | 501,831 | 648,712 | -22.6% | | Freight forwarding services | 46,617 | 315,065 | -85.2% | | Other logistics services | 259,760 | 464,199 | -44.0% | | Total Revenue | 808,208 | 1,427,976 | -43.4% | Revenue Recognition Timing | Revenue Recognition Timing | Six Months Ended June 30, 2025 (RMB Thousand) | Six Months Ended June 30, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Over time | 501,831 | 648,712 | | At a point in time | 306,377 | 779,264 | | Total | 808,208 | 1,427,976 | 4. Segment Information The Group's operating decision-makers primarily review overall operating results, with Mainland China remaining the main revenue source despite a significant year-on-year decline, while Hong Kong revenue grew substantially, and key customer A1's contribution decreased significantly - The Group is principally engaged in providing end-to-end cross-border delivery services, freight forwarding services, and other logistics services, with the chief operating decision-maker reviewing the Group's overall operating results[17] Revenue by Geographical Location | Geographical Location | Six Months Ended June 30, 2025 (RMB Thousand) | Six Months Ended June 30, 2024 (RMB Thousand) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Mainland China | 715,830 | 1,386,260 | -48.4% | | Hong Kong | 69,518 | 21,629 | +221.4% | | United States | 8,728 | 11,907 | -26.7% | | Singapore | 12,427 | 5,263 | +136.1% | | United Kingdom | — | 93 | -100% | | Other countries and regions | 1,705 | 2,824 | -39.6% | | Total | 808,208 | 1,427,976 | -43.4% | Revenue from Major Customers | Customer | Six Months Ended June 30, 2025 (RMB Thousand) | Six Months Ended June 30, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Customer A1 | 243,654 | 748,424 | | Customer B2 | Not applicable | 151,030 | 5. Other Income, Gains and Losses, Net Net other income, gains, and losses improved to a loss of RMB 5.2 million from RMB 9.2 million in the prior year, primarily due to reduced exchange losses and increased bank interest income, partially offset by decreased government grants and increased write-offs of prepayments Other Income, Gains and Losses, Net | Item | Six Months Ended June 30, 2025 (RMB Thousand) | Six Months Ended June 30, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Bank interest income | 3,623 | 2,798 | | Government grants | 954 | 3,214 | | (Loss) gain from fair value changes of financial assets at fair value through profit or loss | (55) | 518 | | Exchange differences | (6,299) | (17,646) | | Write-off of prepayments | (3,654) | — | | Miscellaneous income | 379 | 1,893 | | Total | (5,205) | (9,230) | - Exchange losses decreased from RMB 17.6 million to RMB 6.3 million, and bank interest income increased by approximately RMB 0.8 million[24] - Government grants decreased by approximately RMB 2.3 million, and write-off of prepayments increased by approximately RMB 3.7 million[24] 6. Income Tax (Credit) Expense This period saw an income tax credit of RMB 0.31 million, a shift from an expense of RMB 1.98 million in the prior year, primarily due to increased deferred tax credits resulting from the period's loss and higher impairment of trade receivables' expected credit losses Income Tax (Credit) Expense | Item | Six Months Ended June 30, 2025 (RMB Thousand) | Six Months Ended June 30, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Current income tax | 4,257 | 3,095 | | Deferred tax | (4,570) | (1,116) | | Total | (313) | 1,979 | - The fluctuation in income tax expense was mainly due to the Group's loss position during the period and an increase in deferred tax credit resulting from increased impairment of expected credit losses on trade receivables[56] 7. (Loss) Profit for the Period The period recorded a loss of RMB 14.49 million, primarily impacted by reduced gross profit, increased impairment losses, and higher finance costs, partially offset by improved other losses and decreased income tax expense Selected Items Affecting (Loss) Profit for the Period | Item | Six Months Ended June 30, 2025 (RMB Thousand) | Six Months Ended June 30, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Total staff costs | 44,272 | 38,702 | | Research and development costs | 973 | 652 | | Impairment loss on goodwill | 18,099 | — | | Impairment loss on trade and other receivables | 14,423 | 7,423 | | Depreciation of property, plant and equipment | 2,270 | 2,531 | | Depreciation of right-of-use assets | 4,447 | 5,163 | - The loss for the period was mainly attributable to a decrease in gross profit of approximately RMB 31.1 million, an increase in impairment losses of approximately RMB 25.1 million, and an increase in finance costs of approximately RMB 2.0 million[57] - This was partially offset by an improvement in other losses of approximately RMB 2.0 million and a decrease in income tax expense of approximately RMB 2.3 million[57] 8. Dividends For the period ended June 30, 2025, the Group neither paid nor declared any dividends, nor were any dividends proposed - No dividends were paid or declared for the period ended June 30, 2025, and no dividends have been proposed since the end of the reporting period (six months ended June 30, 2024: nil)[28] 9. (Loss) Earnings Per Share Basic and diluted loss per share attributable to owners of the Company was RMB 1.85 cents, compared to earnings per share of RMB 4.88 cents in the prior year, with basic and diluted figures being the same due to no potentially dilutive ordinary shares (Loss) Earnings Per Share | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | (Loss) profit for the purpose of calculating basic and diluted (loss) earnings per share (RMB Thousand) | (14,350) | 38,093 | | Weighted average number of ordinary shares (Thousand shares) | 777,212 | 780,000 | | Basic and diluted (loss) earnings per share (RMB cents) | (1.85) | 4.88 | - The diluted (loss) earnings per share is the same as the basic (loss) earnings per share as there were no potentially dilutive ordinary shares outstanding during both periods[30] 10. Trade Receivables As of June 30, 2025, net trade receivables were RMB 429 million, a 35.0% decrease from December 31, 2024, primarily due to reduced average monthly revenue, with a significant drop in receivables within 3 months Trade Receivables | Item | June 30, 2025 (RMB Thousand) | December 31, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Trade receivables | 479,457 | 696,121 | | Less: Provision for impairment loss on trade receivables | (50,210) | (35,712) | | Net | 429,247 | 660,409 | Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (RMB Thousand) | December 31, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Within 3 months | 178,474 | 527,224 | | 4 to 12 months | 241,769 | 128,561 | | Over 1 to 2 years | 9,004 | 4,624 | | Total | 429,247 | 660,409 | - The Group grants credit periods of 0 to 90 days to its trade customers and does not hold any collateral over its trade receivables[32] 11. Trade Payables As of June 30, 2025, trade payables were RMB 59.1 million, a 29.0% decrease from December 31, 2024, primarily due to reduced average monthly cost of sales, with an average credit period of up to 90 days Trade Payables | Item | June 30, 2025 (RMB Thousand) | December 31, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Trade payables | 59,099 | 83,252 | Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (RMB Thousand) | December 31, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Within 3 months | 46,991 | 73,507 | | 4 to 12 months | 7,521 | 7,562 | | Over 1 to 2 years | 3,380 | 1,339 | | Over 2 to 3 years | 1,207 | 844 | | Total | 59,099 | 83,252 | - The average credit period is up to 90 days, and the Group has financial risk management policies or plans in place for the credit period of its payables[34] 12. Share Capital As of June 30, 2025, the Company's issued and fully paid ordinary share capital remained at RMB 7.075 million, with 780 million shares, consistent with December 31, 2024 Share Capital | Item | June 30, 2025 (RMB Thousand) | December 31, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Issued and fully paid share capital | 7,075 | 7,075 | Issued Shares | Item | Number of Issued Shares (Thousand shares) | Share Capital (RMB Thousand) | | :--- | :--- | :--- | | As at January 1, 2024, December 31, 2024, January 1, 2025 and June 30, 2025 | 780,000 | 7,075 | 13. Fair Value Measurement of Financial Instruments The Group's fair value measurement of financial instruments primarily uses Level 2 inputs, with a slight decrease in the fair value of unlisted funds, and management believes the carrying amounts of other financial assets and liabilities at amortized cost approximate their fair values - The fair value of all financial assets and financial liabilities is determined using generally accepted pricing models based on discounted cash flow analysis[36] Financial Assets at Fair Value Through Profit or Loss | Item | June 30, 2025 (RMB Thousand) | December 31, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Financial assets at fair value through profit or loss - Unlisted funds | 59,975 | 60,030 | - The fair value measurement of unlisted funds is classified as Level 2, with the valuation method being the fund manager's quotation[39] Management Discussion and Analysis This section provides an overview of the Group's business performance, market environment, future outlook, and detailed financial analysis for the six months ended June 30, 2025, highlighting a shift from profit to loss due to US tariff policy changes, while outlining strategic responses including platform cooperation, business expansion, overseas deployment, and increased AI technology investment Business Review In the first half of 2025, the Group faced challenges from US tariff policy changes, leading to a decline in total revenue and a shift from profit to loss, yet the Chinese foreign trade and cross-border e-commerce markets continued to grow, prompting the Group to adjust service strategies and advance overseas expansion Market Overview In the first half of 2025, China's goods trade imports and exports grew by 2.9% year-on-year, with exports up 7.2%, and cross-border e-commerce imports and exports increased by 5.7%, outpacing overall foreign trade and becoming a new growth driver for cross-border logistics - In the first half of 2025, China's total goods trade imports and exports reached RMB 21.79 trillion, a year-on-year increase of 2.9%, with total exports of approximately RMB 13 trillion, a year-on-year increase of 7.2%[40] - In the first half of 2025, China's cross-border e-commerce imports and exports amounted to approximately RMB 1.32 trillion, a year-on-year increase of 5.7%, 2.8 percentage points higher than the overall growth rate of China's foreign trade[41] Company Business and Response Strategies The Group's total revenue for the first half decreased by 43.4% year-on-year to approximately RMB 800 million, resulting in a loss of RMB 14.4 million, primarily due to changes in US tariff policies, prompting the Group to monitor tariffs, optimize logistics routes, and strengthen overseas infrastructure Key Financial Performance | Indicator | First Half 2025 (RMB Million) | First Half 2024 (RMB Million) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 800 | 1,400 | -43.4% | | (Loss) Profit attributable to owners of the Company | (14.4) | 38.1 | Turned to loss | - Changes in US tariff policies impacted the Group's export business to the United States, leading to a decline in revenue and profit[42] - Response measures include: closely monitoring US tariff policies and passing on costs; designing optimized logistics routes and expanding into emerging markets such as Southeast Asia, South America, and the Middle East; and strengthening infrastructure such as overseas warehouses, customs clearance, and last-mile delivery[43] Business Breakthroughs and Developments In the first half of 2025, the Group achieved several business breakthroughs, including acquiring a stake in a US logistics company to enhance its overseas network, Hangzhou Faryuan joining Amazon's service provider network and being recognized as a benchmark logistics enterprise, and the Company receiving the 'Annual Value Company' award at the '2024 Hong Kong Stock Golden Intelligence Awards' - Ingrun Holdings Limited, an indirect wholly-owned subsidiary of the Company, acquired a 30% equity interest in Advanced Logistics Solutions LLC, a US logistics company, to enhance its overseas logistics network competitiveness[44] - Hangzhou Faryuan International Logistics Co, Ltd. officially joined the Amazon service provider network and was recognized as a benchmark logistics enterprise for Hangzhou City in 2025[45] - The Company received the "Annual Value Company" award at the inaugural "2024 Hong Kong Stock Golden Intelligence Awards"[45] Future Outlook and Prospects The Group anticipates continued growth in the global cross-border logistics industry, despite potential short-term slowdowns due to US tariffs, with future strategies focusing on deepening platform cooperation, expanding business scale, accelerating overseas deployment, and increasing AI technology investment for digital and intelligent operations Market Outlook Advances in logistics technology, including automation, data analytics, and AI, are expected to enhance supply chain efficiency, while global trade and cross-border e-commerce growth will drive cross-border transactions, with China's cross-border e-commerce logistics market projected to reach RMB 5.7 trillion by 2029, growing at a CAGR of 7.3% from 2024 to 2029, though short-term growth may slow due to US tariffs - Advances in logistics technology, such as automation, data analytics, and artificial intelligence, are expected to further enhance supply chain efficiency[46] - The market size of China's cross-border e-commerce logistics increased from RMB 1.9 trillion in 2019 to RMB 4.0 trillion in 2024, with a compound annual growth rate of 16.1%[46] - The market size of China's cross-border e-commerce logistics is expected to reach RMB 5.7 trillion by 2029, with a compound annual growth rate of 7.3% from 2024 to 2029, but short-term growth may slow due to US tariffs[46] Development Strategies The Group will deepen cooperation with leading cross-border e-commerce platforms, expand direct customer base, scale up service networks, accelerate overseas logistics network deployment to enhance cross-border delivery and localized fulfillment, and continuously increase technology investment, integrating AI to drive digital transformation - Continue to deepen strategic cooperation with major platforms, focusing on in-depth collaboration with leading cross-border e-commerce platforms, and further expanding to small and medium-sized direct customers[47] - Expand business scale and service capabilities, expanding or upgrading existing service outlets as needed to improve service capacity[47] - Accelerate overseas deployment, extending the overseas logistics network, enhancing cross-border delivery and overseas localized fulfillment support services, and promoting the construction of overseas logistics infrastructure[47] - Continuously increase technology investment, deeply integrating AI technology to enhance digitalization and build an intelligent, data-driven enterprise ecosystem[48] Financial Review The Group's financial performance in the first half of 2025 was significantly impacted by US tariff policies, leading to substantial declines in revenue and gross profit and a shift from profit to loss, exacerbated by increased impairment losses and finance costs, despite an improved gross margin; however, the Group maintains sufficient liquidity, a reduced gearing ratio, and has reallocated IPO proceeds to enhance overseas logistics and intelligent operations Financial Overview In the first half of 2025, the Group's revenue decreased by 43.4% to RMB 800 million, primarily due to US tariff policy changes, leading to a corresponding reduction in cost of sales and a 29.7% decline in gross profit, though gross margin improved due to service mix shifts; the period saw a loss, driven by lower gross profit, increased impairment losses, and higher finance costs, while both trade receivables and payables decreased with reduced business volume - Revenue: For the six months ended June 30, 2025, revenue was approximately RMB 800 million, a decrease of approximately 43.4% compared to the same period last year, mainly due to reduced freight volume to the United States caused by changes in US tariff policies[49] - Cost of sales: Cost of sales decreased by approximately 44.5% to approximately RMB 700 million, consistent with the change in revenue[50] - Gross profit: Gross profit decreased by approximately 29.7% to approximately RMB 73.7 million, but the gross profit margin increased from 7.3% to 9.1%, mainly due to a decrease in the proportion of lower-margin freight forwarding services and an increase in the gross profit margin of other logistics services[51][52] - Other income, gains and losses, net: Net loss improved from RMB 9.2 million to RMB 5.2 million, mainly due to reduced exchange losses and increased bank interest income[53] - Impairment loss on trade and other receivables: Impairment loss increased to approximately RMB 14.4 million, mainly due to a higher expected credit loss rate resulting from slower customer repayments[54] - Finance costs: Finance costs increased by 25.5% to approximately RMB 9.7 million, primarily due to an increase in bank borrowings during the period[55] - Income tax expense: Shifted from an expense to an income tax credit of approximately RMB 0.3 million, mainly due to the loss position during the period and an increase in deferred tax credit[56] - Loss for the period: Recorded a loss of approximately RMB 14.4 million, a reversal from a profit in the prior year, mainly impacted by reduced gross profit, increased impairment losses, and higher finance costs[57] - Trade receivables: Decreased by 35.0% to approximately RMB 429.2 million, mainly due to a decrease in average monthly revenue during the period[58] - Trade payables: Decreased by 29.0% to approximately RMB 59.1 million, mainly due to a decrease in average monthly cost of sales during the period[59] Liquidity, Financial Resources and Capital Structure The Group primarily funds its operations through cash generated from operations and bank borrowings, expecting sufficient working capital, with net current assets of RMB 485 million, bank balances and cash of RMB 485 million, reduced bank borrowings of RMB 631 million, and RMB 104 million in unutilized bank facilities as of June 30, 2025 - The Group primarily funds its operations through cash generated from operations and bank borrowings, and is expected to have sufficient working capital[60] Liquidity and Financial Resources | Indicator | June 30, 2025 (RMB Million) | December 31, 2024 (RMB Million) | | :--- | :--- | :--- | | Net current assets | 484.6 | 535.3 | | Bank balances and cash | 485.4 | 448.6 | | Bank borrowings | 630.9 | 857.4 | | Unutilized bank facilities | 103.9 | Not applicable | Gearing Ratio As of June 30, 2025, the Group's gearing ratio decreased to 93.0% from 120.0% on December 31, 2024, primarily due to a reduction in bank borrowings, partially offset by an increase in lease liabilities Gearing Ratio | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Gearing ratio | 93.0% | 120.0% | - The decrease in the gearing ratio was mainly due to a reduction in bank borrowings, partially offset by an increase in lease liabilities[62] Foreign Exchange Risk The Group faces foreign exchange risk from business transactions denominated in currencies other than RMB and IPO proceeds denominated in HKD, actively monitoring exchange rate fluctuations and implementing hedging measures when necessary, with no significant foreign exchange difficulties or liquidity issues encountered as of June 30, 2025 - The Group is exposed to foreign exchange risk to a certain extent from purchases and sales denominated in currencies other than RMB, including but not limited to USD and HKD[63] - The Group closely monitors the risk of exchange rate fluctuations and will take appropriate measures (such as hedging) to control exchange rate fluctuation risk when necessary[63] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[64] Pledge of Assets As of June 30, 2025, the Group had pledged trade receivables, interests in buildings, and time deposits as collateral for secured bank borrowings, with the total value of pledged assets decreasing compared to December 31, 2024 Pledged Assets | Pledged Assets | June 30, 2025 (RMB Million) | December 31, 2024 (RMB Million) | | :--- | :--- | :--- | | Trade receivables | 258.8 | 494.17 | | Interests in buildings | 2.30 | 2.56 | | Time deposits | 185.00 | 245.00 | - The above assets were pledged as collateral for secured bank borrowings granted to the Group[65] Use of Net Proceeds from Share Offer The net proceeds from the share offer amounted to RMB 58.79 million, lower than disclosed in the prospectus, with the Company reallocating RMB 39.81 million originally for China service network expansion to enhance overseas logistics capabilities, build a global intelligent operation command center, and supplement working capital to address market instability and seize opportunities - The net proceeds from the share offer were approximately RMB 58.79 million, which was lower than the RMB 80.00 million disclosed in the prospectus[66] - The Company plans to reallocate RMB 39.81 million originally designated for the expansion and upgrade of service outlets in China[67] - The reallocated uses include: RMB 19.81 million for enhancing overseas logistics capabilities; RMB 16.00 million for building a global intelligent operation command center; and RMB 4.00 million for working capital and general corporate purposes[67] Use of Net Proceeds from Share Offer | Intended Use | Original Estimated Amount (RMB Million) | Adjusted Available Amount (RMB Million) | Amount Utilized as at June 30, 2025 (RMB Million) | Amount Unutilized as at June 30, 2025 (RMB Million) | | :--- | :--- | :--- | :--- | :--- | | Achieving larger scale and expanding the Group's business scope (Original use) | 65.5 | 48.15 | 8.34 | — | | Enhancing overseas logistics capabilities (New use) | — | 19.81 | 0.51 | 19.30 | | Building a global intelligent operation command center (New use) | — | 16.00 | 16.00 | — | | Investing in and upgrading the Group's information technology systems | 14.4 | 10.58 | 6.51 | 4.07 | | Working capital and general corporate purposes | 0.1 | 4.06 | 4.06 | — | | Total | 80.0 | 58.79 | 35.42 | 23.37 | Other Information This section covers the Group's human resources, remuneration policy, dividend policy, share award scheme, corporate governance practices, and other compliance information, noting a slight decrease in employees but an increase in total employee costs, no interim dividends declared, adoption of a share award scheme without current grants, separation of Chairman and CEO roles, and audit committee review of interim results Human Resources and Remuneration Policy As of June 30, 2025, the Group had 465 full-time employees, a slight decrease from the prior year, with total employee costs increasing to approximately RMB 44.3 million; the Group provides regular training and mentorship, with remuneration based on qualifications, experience, capabilities, and market levels, and contributes to mandatory social security funds for Chinese employees Human Resources | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of full-time employees | 465 | 477 | | Total employee costs (RMB Million) | 44.3 | 38.70 | - The Group provides regular internal and external training for employees, as well as induction training and mentorship programs for new hires[69] - The remuneration policy is determined based on employees' qualifications, experience, capabilities, and current market remuneration levels, and the Group contributes to mandatory social security funds for its employees in China[69] Interim Dividend The Board of Directors resolved not to recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board of Directors resolved not to recommend the payment of an interim dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[70] Share Award Scheme The Company adopted a Share Award Scheme on April 9, 2025, to recognize and incentivize eligible participants, with a maximum of 78,000,000 award shares (approximately 10% of issued share capital), though no award shares had been granted as of June 30, 2025 - The Company adopted a Share Award Scheme on April 9, 2025, to recognize and incentivize eligible participants for their contributions to the Group's growth and development[71] - The maximum number of award shares shall not exceed 78,000,000 shares, representing approximately 10% of the Company's issued share capital as at the adoption date[71] - No award shares have been granted from the adoption date up to June 30, 2025[71] Standard Code for Securities Transactions by Directors The Company adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and all directors confirmed compliance for the six months ended June 30, 2025 - The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[72] - Each Director confirmed that they have complied with the Standard Code for the six months ended June 30, 2025[72] Events After Reporting Period Except as disclosed in this announcement, no significant post-reporting period events occurred from June 30, 2025, up to the date of this announcement - Save as disclosed in this announcement, there have been no significant events after the reporting period from June 30, 2025, up to the date of this announcement[73] Corporate Governance The Company is committed to maintaining high standards of corporate governance and has adopted the Corporate Governance Code in Appendix C1 of the Listing Rules, with the roles of Chairman and Chief Executive Officer, previously held by the same individual, now separated since March 1, 2025 - The Company has adopted the principles of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules as its own corporate governance code[74] - The roles of Chairman and Chief Executive Officer were previously held by Mr. Wang Quan, but since March 1, 2025, Mr. Wang Quan resigned as Chief Executive Officer and Mr. Wang Tiantian was appointed as Chief Executive Officer, thus separating the roles[74] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the six months ended June 30, 2025 - Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listed securities during the six months ended June 30, 2025[75] Arrangements to Purchase Shares or Debentures During the six months ended June 30, 2025, neither the Company, its holding company, nor any of its subsidiaries or fellow subsidiaries were party to any arrangements enabling directors or their spouses or children under 18 to acquire benefits by purchasing shares or debt securities of the Company or any other body corporate - At no time during the six months ended June 30, 2025, was the Company, its holding company, or any of its subsidiaries or fellow subsidiaries a party to any arrangements to enable the Directors or any of their spouses or children under 18 years of age to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate[76] Audit Committee The Company's Audit Committee reviewed the Group's unaudited interim results for the six months ended June 30, 2025, discussing accounting principles and practices with management, and confirmed that the results were prepared in compliance with applicable accounting standards and Listing Rules, with sufficient disclosure, and were reviewed by the Company's auditor in accordance with HKSRE 2410 - The Company’s Audit Committee has reviewed the unaudited interim results of the Group for the six months ended June 30, 2025, and discussed with the management the accounting principles and practices adopted[77] - The Audit Committee is of the opinion that the preparation of such results complied with the applicable accounting standards and requirements and the Listing Rules, and that adequate disclosures have been made[77] - The unaudited interim results of the Group for the six months ended June 30, 2025, have been reviewed by the Company’s auditor, Shinewing (HK) CPA Limited, in accordance with Hong Kong Standard on Review Engagements 2410[77] Sufficiency of Public Float Based on public information and directors' knowledge, the Company maintained a sufficient public float in accordance with the Listing Rules for the six months ended June 30, 2025 - For the six months ended June 30, 2025, the Company maintained a sufficient public float in accordance with the requirements of the Listing Rules[78] Publication of Results Announcement and Interim Report This interim results announcement has been published on the HKEXnews website and the Company's website, and the Company's interim report for the six months ended June 30, 2025, will be dispatched to shareholders and published on the aforementioned websites in due course - This interim results announcement is published on the website of HKEXnews (www.hkexnews.hk) and the Company’s website (www.far800.com) respectively[79] - The interim report of the Company for the six months ended June 30, 2025, will be despatched to its shareholders and published on the aforesaid websites in due course[79] By Order of the Board This announcement is issued by Mr. Wang Quan, Chairman and Executive Director of Far800 International Holdings Group Limited, and lists the executive, non-executive, and independent non-executive directors as of the announcement date - This announcement is issued by Mr. Wang Quan, Chairman and Executive Director of Far800 International Holdings Group Limited[80] - As of the date of this announcement, the executive Directors are Mr. Wang Quan, Mr. Yang Zhilong, Mr. Zhang Guangyang and Mr. Zhu Jiong; the non-executive Directors are Mr. Wei Ran and Mr. Yao Shenjie; and the independent non-executive Directors are Mr. Ye Xingyue, Mr. Ren Tiangan and Ms. Wang Jiaofei[80]