千循科技(01640) - 2025 - 中期业绩

Company Information and Announcement Overview This section provides an overview of the company's basic information and the announcement details for the unaudited interim results Company Basic Information Qian Xun Technology Limited (Stock Code: 1640), incorporated in the Cayman Islands, announces its unaudited consolidated interim results for the six months ended June 30, 2025 - Company name: Qian Xun Technology Limited, Stock Code: 1640[2] - The company was incorporated in the Cayman Islands and listed on the Main Board of The Stock Exchange of Hong Kong Limited[2][7] - This announcement pertains to the unaudited consolidated interim results for the six months ended June 30, 2025[2][3] Announcement Disclaimer Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the content of this announcement and assume no liability for any loss - HKEX and the Stock Exchange are not responsible for the content of this announcement, do not guarantee its accuracy or completeness, and assume no liability for any loss[1] Condensed Consolidated Interim Financial Statements This section presents the company's condensed consolidated interim financial statements, including the income statement and statement of financial position Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company's revenue significantly increased to RMB 647,384 thousand, with profit and total comprehensive income reaching RMB 51,468 thousand, and basic earnings per share of 9.19 RMB cents Key Data from Statement of Profit or Loss for the Six Months Ended June 30, 2025 | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Revenue | 647,384 | 67,144 | 864.2% | | Cost of revenue | (619,750) | (62,190) | 896.5% | | Gross profit | 27,634 | 4,954 | 457.8% | | Other income, gains and losses | 46,328 | 35 | Significant increase | | Selling and marketing expenses | (4,482) | (984) | 355.5% | | Administrative expenses | (11,512) | (5,486) | 109.8% | | Finance costs | (4,637) | (2,732) | 69.7% | | Profit before tax | 52,808 | 9,527 | 454.3% | | Income tax expense | (1,340) | (4,161) | -67.8% | | Profit and total comprehensive income for the period | 51,468 | 5,366 | 859.1% | | Basic earnings per share attributable to owners of the Company (RMB cents) | 9.19 | 1.31 | 601.5% | | Diluted earnings per share attributable to owners of the Company (RMB cents) | 8.81 | 1.31 | 572.5% | Condensed Consolidated Interim Statement of Financial Position As of June 30, 2025, the company's total assets increased to RMB 745,054 thousand, total equity was RMB 241,523 thousand, and current liabilities significantly rose due to the issuance of convertible bonds Key Data from Statement of Financial Position as of June 30, 2025 | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | ASSETS | | | | | Non-current assets | 112,124 | 111,494 | 0.6% | | Current assets | 632,930 | 347,692 | 82.0% | | Total assets | 745,054 | 459,186 | 62.2% | | EQUITY | | | | | Equity attributable to owners of the Company | 241,549 | 153,822 | 57.0% | | Total equity | 241,523 | 153,797 | 57.1% | | LIABILITIES | | | | | Current liabilities | 474,531 | 303,418 | 56.4% | | Non-current liabilities | 29,000 | 1,971 | 1371.3% | | Total liabilities | 503,531 | 305,389 | 64.9% | | Total equity and liabilities | 745,054 | 459,186 | 62.2% | - New convertible bonds of RMB 201,408 thousand in current liabilities were the primary reason for the increase in total liabilities[6] Notes to the Financial Statements This section details the accounting policies, segment information, revenue breakdown, and other financial items supporting the interim financial statements General Information and Basis of Preparation The company is an investment holding company, with subsidiaries primarily engaged in advertising services and e-commerce for second-hand electronic products. The interim financial statements are presented in RMB, prepared in accordance with IAS 34 and HKEX Listing Rules, and are unaudited - The Company is an investment holding company, and its subsidiaries are principally engaged in providing advertising services, e-commerce business for second-hand electronic products, and SaaS services[8][12] - The condensed consolidated interim financial statements are presented in RMB and prepared in accordance with International Accounting Standard 34 and Appendix D2 of the Listing Rules of the Stock Exchange[8][10] - These condensed consolidated interim financial statements are unaudited[9] Application of Accounting Policies The amendment to IAS 21 "Lack of Exchangeability" was first applied during this interim period, but it had no significant impact on the Group's financial position or performance - The amendment to International Accounting Standard 21 "Lack of Exchangeability" was first applied during this interim period[11] - The application of the revised IFRS accounting standards had no significant impact on the Group's financial position and performance[11] Segment Information The Group has two reportable operating segments: advertising and e-commerce. The e-commerce segment contributed the vast majority of revenue and results in the first half of 2025, while advertising segment revenue decreased Segment Revenue and Results In the first half of 2025, e-commerce segment revenue reached RMB 625,670 thousand with a segment result of RMB 10,862 thousand, becoming the primary source of revenue and profit; advertising segment revenue decreased year-on-year to RMB 21,714 thousand Revenue and Results by Reportable Segment | Segment | 2025 Revenue (RMB thousands) | 2024 Revenue (RMB thousands) | 2025 Results (RMB thousands) | 2024 Results (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Advertising | 21,714 | 67,144 | 4,430 | 11,785 | | E-commerce | 625,670 | – | 10,862 | – | | Total | 647,384 | 67,144 | 15,292 | 11,785 | - In the corresponding period of 2024, all of the Group's businesses were considered to primarily provide advertising services, with only one operating segment[14] Geographical Information In the first half of 2025, revenue from Mainland China was RMB 390,935 thousand, and revenue from other regions/countries was RMB 256,449 thousand, indicating international business expansion. Over 90% of non-current assets are located in China Revenue from External Customers (by Geographical Location) | Region | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Mainland China | 390,935 | 67,144 | | Other regions/countries | 256,449 | – | | Total | 647,384 | 67,144 | - As of June 30, 2025, over 90% of non-current assets were located in the People's Republic of China[16] Revenue Breakdown Total revenue for the first half of 2025 was RMB 647,384 thousand, with e-commerce business contributing RMB 625,670 thousand and advertising services contributing RMB 21,714 thousand. Revenue recognition primarily occurred at a point in time Type of Goods and Services E-commerce business contributed the vast majority of revenue (RMB 625,670 thousand) in the first half of 2025, while advertising services revenue decreased from RMB 67,144 thousand in the prior year period to RMB 21,714 thousand Revenue by Type of Goods and Services | Service Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Advertising services | 21,714 | 67,144 | | E-commerce business | 625,670 | – | | Total | 647,384 | 67,144 | Timing of Revenue Recognition In the first half of 2025, most revenue (RMB 625,170 thousand) was recognized at a point in time, while revenue recognized over a period of time was RMB 22,214 thousand Timing of Revenue Recognition | Recognition Timing | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Over a period of time | 22,214 | 67,144 | | At a point in time | 625,170 | – | | Total | 647,384 | 67,144 | Other Income, Gains and Losses Other income, gains and losses significantly increased to RMB 46,328 thousand in the first half of 2025, primarily due to a one-off gain of RMB 45,344 thousand from the derecognition of a subsidiary Details of Other Income, Gains and Losses | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest income from bank deposits | 515 | 5 | | Government grants | – | 27 | | Gain on derecognition of a subsidiary | 45,344 | – | | Others | 469 | 3 | | Total | 46,328 | 35 | - A gain of RMB 45,344 thousand was recognized from the derecognition of Lingyu (Beijing) Culture Media Co., Ltd[20] Finance Costs Finance costs increased to RMB 4,637 thousand in the first half of 2025, primarily due to interest expenses, up from RMB 2,732 thousand in the prior year period Details of Finance Costs | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest expense | 4,637 | 2,732 | Income Tax Expense Income tax expense for the first half of 2025 was RMB 1,340 thousand, a significant decrease from RMB 4,161 thousand in the prior year period, mainly due to deferred tax impact. The company applies different tax rates in Mainland China, Cayman Islands, and Hong Kong Details of Income Tax Expense | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current tax expense/(credit) – current period | 1,492 | 88 | | Current tax expense/(credit) – deferred tax | (152) | 4,073 | | Income tax expense | 1,340 | 4,161 | - Chinese subsidiaries are subject to Enterprise Income Tax at 5% (small-profit enterprises) or 25%, with Xizang Wanmei Advertising Co., Ltd. enjoying a preferential tax rate of 15% until December 31, 2030[21] - No income tax is levied in the Cayman Islands, and Hong Kong applies a two-tiered profits tax rate (first HKD 2 million at 8.25%, remainder at 16.5%)[22] Components of Profit for the Period In the first half of 2025, total depreciation and amortization amounted to RMB 631 thousand, and total staff costs were RMB 10,680 thousand, both significantly increased from the prior year, reflecting business expansion and associated cost growth Components of Profit for the Period | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Depreciation of property and equipment | 23 | 12 | | Amortisation of intangible assets | 608 | 3 | | Total depreciation and amortisation | 631 | 15 | | Salaries and allowances | 9,884 | 1,980 | | Retirement benefit scheme contributions | 796 | – | | Total staff costs | 10,680 | 1,980 | | Auditor's remuneration | 100 | 80 | | Expenses relating to short-term leases | 450 | 646 | Earnings Per Share In the first half of 2025, basic earnings per share were 9.19 RMB cents and diluted earnings per share were 8.81 RMB cents, both showing significant growth from the prior year. The dilutive effect primarily stemmed from convertible bonds Earnings Per Share Calculation Data | Indicator | 2025 (RMB thousands/thousands of shares) | 2024 (RMB thousands/thousands of shares) | | :--- | :--- | :--- | | Profit for the purpose of calculating basic earnings per share | 51,469 | 5,366 | | Effect of potential dilutive ordinary shares: interest on convertible bonds | 6,585 | – | | Profit for the purpose of calculating diluted earnings per share | 58,054 | 5,366 | | Weighted average number of ordinary shares for basic earnings per share | 560,000 | 410,549 | | Effect of potential dilutive ordinary shares: convertible bonds | 98,704 | – | | Weighted average number of ordinary shares for diluted earnings per share | 658,704 | 410,549 | Earnings Per Share | Indicator | 2025 (RMB cents) | 2024 (RMB cents) | | :--- | :--- | :--- | | Basic | 9.19 | 1.31 | | Diluted | 8.81 | 1.31 | Dividends The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025, consistent with the prior year period - The Company's directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)[27] Trade and Other Receivables, Prepayments and Other Receivables As of June 30, 2025, trade and other receivables, prepayments, and other receivables totaled RMB 450,621 thousand, a significant increase from December 31, 2024, primarily due to e-commerce business expansion. The aging structure of trade receivables shows a higher proportion of amounts over 360 days Trade and Other Receivables, Prepayments and Other Receivables | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables (net of loss allowance) | 156,329 | 81,043 | | Prepayments and other receivables (net of loss allowance) | 294,292 | 223,172 | | Total | 450,621 | 304,215 | Aging Analysis of Trade Receivables (net of credit loss allowance) | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 0 to 30 days | 55,279 | 889 | | 31 to 90 days | 28,065 | 6,972 | | 91 to 180 days | 6,596 | 2,412 | | 181 to 360 days | 4,086 | 36,432 | | Over 360 days | 62,303 | 34,338 | | Total | 156,329 | 81,043 | Trade and Other Payables As of June 30, 2025, trade and other payables totaled RMB 182,096 thousand, an increase from December 31, 2024. A significant portion of trade payables were over 90 days old Details of Trade and Other Payables | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade payables | 95,484 | 97,873 | | Accrued staff costs | 6,114 | 7,228 | | Other tax payables | 1,663 | 177 | | Listing expenses payable | 756 | 756 | | Interest payable | 715 | 665 | | Accrued expenses and other payables | 77,364 | 30,112 | | Total | 182,096 | 136,811 | Aging Analysis of Trade Payables | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 0 to 30 days | 5,109 | 8,780 | | 31 to 90 days | 9,439 | 21,841 | | Over 90 days | 80,936 | 67,252 | | Total | 95,484 | 97,873 | Bank and Other Borrowings As of June 30, 2025, total bank and other borrowings amounted to RMB 33,371 thousand, a significant decrease from RMB 81,971 thousand as of December 31, 2024. Secured borrowings are guaranteed by independent third parties at an effective annual interest rate of 3.35% Bank and Other Borrowings | Type | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Secured | 3,000 | 72,871 | | Unsecured | 30,371 | 9,100 | | Total | 33,371 | 81,971 | - Secured bank borrowings are guaranteed by two independent third parties, with an effective annual interest rate of 3.35% (December 31, 2024: 2.40% to 6.00%)[32] Convertible Bonds On February 28, 2025, the company issued convertible bonds with a total principal amount of HKD 256,630,000, bearing a fixed annual interest rate of 5% and maturing on February 27, 2026. The bonds are split into a liability component (RMB 201,408 thousand) and an equity component (RMB 36,258 thousand) Movement of Convertible Bonds | Item | Liability Component (RMB thousands) | Equity Component (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | | At January 1, 2025 | – | – | – | | Convertible bonds issued | 197,465 | 36,258 | 233,723 | | Interest expense | 3,943 | – | 3,943 | | At June 30, 2025 | 201,408 | 36,258 | 237,666 | - Convertible bonds with a total principal amount of HKD 256,630,000 were issued on February 28, 2025, bearing a fixed annual interest rate of 5% and maturing on February 27, 2026[34] - The conversion price is HKD 2.60 per share, convertible between December 25, 2025, and February 27, 2026[34] Share Capital and Reserves As of June 30, 2025, the authorized share capital was 2,000,000,000 shares, and the issued and fully paid share capital was HKD 5,600 thousand. In 2024, shares were placed and issued for the acquisition of Qian Xun International Limited Movement in Share Capital | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Authorized share capital (par value HKD 0.01 per share) | 20,000 | 20,000 | | Issued and fully paid: at beginning of period | 5,600 | 4,000 | | Placing of shares | – | 800 | | Issue of shares | – | 800 | | At end of period | 5,600 | 5,600 | - A placing of 80,000,000 new shares was completed on June 7, 2024, raising net proceeds of approximately HKD 40,000,000[36] - 80,000,000 new shares were issued on August 13, 2024, as partial settlement for the acquisition of Qian Xun International Limited, with a total consideration of RMB 85,171,000[36] Management Discussion and Analysis This section provides an in-depth analysis of the Group's market overview, business transformation, financial performance, and significant financial management matters Market Overview and Business Transformation In the first half of 2025, the Group's business transformation showed initial success, strategically scaling back traditional advertising and vigorously developing the second-hand e-commerce business, which has become the company's largest revenue and profit source. The company actively integrates AI technology into its second-hand 3C e-commerce business, launching "Fenhao Cloud AI Assistant" to enhance transaction efficiency - The Group's business transformation involved a strategic reduction in traditional advertising business and rapid growth in the second-hand e-commerce business[37] - The second-hand e-commerce business has contributed approximately RMB 625.7 million in revenue, becoming the Company's largest source of revenue and profit[38] - The company efficiently recycles second-hand 3C products through diversified channels (online platforms, self-service machines, urban operation centers)[37] - Launched "Fenhao Cloud AI Assistant," the industry's first second-hand 3C intelligent decision-making engine based on DeepSeek R&D, providing intelligent pricing, price adjustment, risk early warning, and automated procurement services[38] Financial Performance Analysis The Group's financial performance in the first half of 2025 was strong, with revenue significantly increasing by 864.8% year-on-year to RMB 647.4 million, primarily due to the acquisition of the e-commerce business. Profit and total comprehensive income for the period rose to RMB 51.5 million, but gross margin decreased, and selling and marketing expenses, administrative expenses, and finance costs all increased due to business expansion Revenue Revenue for the reporting period was approximately RMB 647.4 million, a significant year-on-year increase of approximately 864.8%, primarily attributable to the second-hand e-commerce business acquired in August 2024, which contributed approximately RMB 625.7 million in revenue - Revenue for the reporting period was approximately RMB 647.4 million, a year-on-year increase of approximately 864.8% (prior period: RMB 67.1 million)[40] - The increase primarily stemmed from the second-hand e-commerce business acquired in August 2024, contributing approximately RMB 625.7 million in revenue[40] Gross Profit and Gross Margin Gross profit for the reporting period was approximately RMB 27.6 million, with a gross margin of 4.3%, a decrease from the prior period's gross profit of RMB 5.0 million and gross margin of 7.4%, despite an increase in absolute gross profit - Gross profit for the reporting period was approximately RMB 27.6 million (prior period: RMB 5.0 million)[41] - Gross margin was 4.3% (prior period: 7.4%), indicating a decrease in gross margin[41] Other Income, Gains and Losses Other income, gains and losses for the reporting period were approximately RMB 46.3 million, an increase of approximately RMB 46.2 million from the prior period, primarily due to a one-off gain of RMB 45.3 million from derecognition - Other income, gains and losses were approximately RMB 46.3 million (prior period: RMB 0.035 million), an increase of approximately RMB 46.2 million from the prior period[42] - Primarily due to a one-off gain of RMB 45.3 million from derecognition[42] Selling and Marketing Expenses Selling and marketing expenses for the reporting period were approximately RMB 4.5 million, a year-on-year increase of 350%, primarily due to the acquisition of the e-commerce business - Selling and marketing expenses were approximately RMB 4.5 million (prior period: RMB 1.0 million), a year-on-year increase of 350%[43] - Primarily due to the e-commerce business acquired in August 2024[43] Administrative Expenses Administrative expenses for the reporting period were approximately RMB 11.5 million, a year-on-year increase of 109.1%, primarily due to the acquisition of the e-commerce business - Administrative expenses were approximately RMB 11.5 million (prior period: RMB 5.5 million), a year-on-year increase of 109.1%[44] - Primarily due to the e-commerce business acquired in August 2024[44] Finance Costs Finance costs for the reporting period were approximately RMB 4.6 million, a year-on-year increase of 70.4%, primarily due to accrued interest expense from convertible bonds issued in February 2025 - Finance costs were approximately RMB 4.6 million (prior period: RMB 2.7 million), a year-on-year increase of 70.4%[45] - Primarily due to accrued interest expense from convertible bonds issued in February 2025[45] Financial Assets (Impairment Loss) / Reversal Financial asset impairment loss for the reporting period was approximately RMB 0.5 million, compared to a reversal of impairment loss of approximately RMB 13.3 million in the prior period, indicating a reversal in impairment status - Financial asset impairment loss was approximately RMB 0.5 million (prior period: reversal of impairment loss of approximately RMB 13.3 million)[46] Income Tax Expense Income tax expense for the reporting period was approximately RMB 1.3 million, a significant decrease from RMB 4.2 million in the prior period - Income tax expense was approximately RMB 1.3 million (prior period: RMB 4.2 million)[47] Profit and Total Comprehensive Income for the Period Profit and total comprehensive income for the reporting period was approximately RMB 51.5 million, a significant increase from RMB 5.4 million in the prior period, primarily influenced by revenue growth and the gain from derecognition - Profit and total comprehensive income for the period was approximately RMB 51.5 million (prior period: RMB 5.4 million)[48] Financial Position Analysis As of June 30, 2025, trade and other receivables, prepayments, and other payables all significantly increased due to the acquisition of the e-commerce business Trade and Other Receivables, Prepayments and Other Receivables As of June 30, 2025, trade and other receivables, prepayments, and other receivables amounted to approximately RMB 450.6 million, an increase of 48.1% from December 31, 2024, primarily due to the acquisition of the e-commerce business - Trade and other receivables, prepayments, and other receivables were approximately RMB 450.6 million (December 31, 2024: RMB 304.2 million), an increase of 48.1%[49] - The increase was primarily due to the e-commerce business acquired in August 2024[49] Trade and Other Payables As of June 30, 2025, trade and other payables amounted to approximately RMB 182.1 million, an increase of 33.1% from December 31, 2024, primarily due to the acquisition of the e-commerce business - Trade and other payables were approximately RMB 182.1 million (December 31, 2024: RMB 136.8 million), an increase of 33.1%[50] - The increase was primarily due to the e-commerce business acquired in August 2024[50] Significant Matters and Financial Management The Group completed the acquisition of an e-commerce business and successfully placed convertible bonds to support business expansion and debt repayment. Liquidity is sufficient, but the gearing ratio significantly increased due to the convertible bond issuance. The company monitors foreign currency and interest rate risks without hedging and substantially increased employee numbers and related costs Performance Targets for Acquisition of E-commerce Business Target Group The target group achieved its 2024 performance target (audited profit before tax exceeding HKD 5,000,000), and the company has paid HKD 14,600,000 consideration to the vendor - The target group's audited profit before tax for 2024 exceeded HKD 5,000,000, achieving the 2024 performance target[51] - The Company has paid HKD 14,600,000 consideration to the vendor[51] - The aggregate audited profit before tax for the guarantee period (three years ending December 31, 2026) is not less than HKD 70,000,000[51] Placing of Convertible Bonds On February 28, 2025, the company successfully placed convertible bonds with a total principal amount of HKD 256,630,000, which, upon full conversion, will result in the allotment and issuance of 98,703,846 conversion shares - On February 28, 2025, convertible bonds with a total principal amount of HKD 256,630,000 were successfully issued and placed to no less than six placees[52] - Upon full conversion, 98,703,846 conversion shares will be allotted and issued at a conversion price of HKD 2.60 per share[52] Liquidity and Financial Resources As of June 30, 2025, cash and cash equivalents were approximately RMB 110.6 million, and total assets were approximately RMB 745.1 million. The gearing ratio increased from 53.3% as of December 31, 2024, to 97.2% as of June 30, 2025, primarily due to the increase in convertible bonds - As of June 30, 2025, cash and cash equivalents were approximately RMB 110.6 million (December 31, 2024: RMB 34.0 million)[54] - Total assets were approximately RMB 745.1 million (December 31, 2024: RMB 459.2 million)[54] - The gearing ratio increased from 53.3% as of December 31, 2024, to 97.2% as of June 30, 2025, primarily due to the increase in convertible bonds[54] Pledged Assets During the reporting period, the company did not pledge any fixed assets as security for borrowings - During the reporting period, the Company did not pledge any fixed assets as security for borrowings[55] Capital Expenditure During the reporting period, the Group did not incur any other significant capital expenditure - During the reporting period, the Group did not incur any other significant capital expenditure (prior period: RMB nil)[56] Contingent Liabilities Contingent liabilities during the review period were approximately RMB 16.1 million, a decrease from RMB 28.8 million in the prior period, mainly due to achieving the 2024 performance target and paying HKD 14.6 million in consideration - Contingent liabilities during the review period were approximately RMB 16.1 million (prior period: RMB 28.8 million)[57] - The decrease was primarily due to achieving the 2024 performance target and paying HKD 14.6 million consideration to the vendor[57] Foreign Currency Risk The Group primarily conducts core transactions in RMB in China, with limited impact from foreign currency exchange rate fluctuations on cash flows or liquidity, and currently does not engage in foreign exchange hedging activities - The Group's business activities are primarily in China, with core transactions conducted in RMB, resulting in limited impact from foreign currency exchange rate fluctuations[58] - The Group currently does not engage in hedging activities to manage foreign exchange rate risk[58] Interest Rate Risk The Group faces cash flow interest rate risk but has no interest rate hedging policy. Fair value interest rate risk is mainly related to fixed-rate bank borrowings and convertible bonds, with the company's policy to maintain short-term borrowings to mitigate risk - The Group faces cash flow interest rate risk but has no interest rate hedging policy[59] - Fair value interest rate risk is primarily related to fixed-rate bank and other borrowings and convertible bonds[59] Employees and Remuneration Policy As of June 30, 2025, the Group employed 112 full-time staff, an increase of 83 year-on-year. Staff costs for the reporting period were approximately RMB 10.7 million, a year-on-year increase of 435.0%, reflecting business expansion and investment in talent. The company offers a competitive remuneration package and training and promotion opportunities - As of June 30, 2025, the Group employed 112 full-time staff (June 30, 2024: 29 staff), an increase of 83 staff[61] - Staff costs for the reporting period were approximately RMB 10.7 million (prior period: RMB 2.0 million), a year-on-year increase of approximately 435.0%[61] - The company provides a competitive remuneration package (salaries, allowances, bonuses, retirement benefits, share options) and training and promotion opportunities[60] Use of Proceeds from Placing of Convertible Bonds The net proceeds of approximately HKD 256,290,000 from the placing of convertible bonds have been used as planned for overseas expansion of the second-hand e-commerce business, development of existing China business, repayment of bank borrowings, and general working capital Use of Proceeds from Placing of Convertible Bonds | Purpose | Amount (HKD) | Percentage | | :--- | :--- | :--- | | Overseas expansion of second-hand e-commerce business | 128,145,000 | 50% | | Development of existing China second-hand e-commerce business | 51,258,000 | 20% | | Repayment of bank borrowings | 51,258,000 | 20% | | General working capital | 25,629,000 | 10% | | Total | 256,290,000 | 100% | - As of the date of this results announcement, all proceeds have been utilized for their intended purposes[63] Events After the Reporting Period As of the date of this results announcement, the Group has not undertaken any significant events after June 30, 2025 - No significant events occurred after June 30, 2025, up to the date of this results announcement[64] Outlook and Corporate Governance This section outlines the Group's strategic outlook, including business transformation and AI integration, alongside details on corporate governance, securities transactions, and interim results review Industry and Group Outlook Management is cautiously optimistic about the 2025 financial performance, anticipating AI technology to provide new business momentum. The Group will implement a "strategic shift," using second-hand e-commerce to offset advertising business weakness in the short term, optimizing supply chain and AI technology for efficiency in the medium term, and building a "technology + supply chain + finance" triangular barrier to become a benchmark enterprise in the circular economy in the long term - Management is cautiously optimistic about the 2025 financial performance, expecting AI technology to provide new business momentum[65] - Short-term strategy: High growth in second-hand e-commerce business to offset weakness in the advertising business[65] - Mid-term strategy: Achieve cost restructuring and efficiency leaps through supply chain optimization and AI technology utilization[65] - Long-term strategy: Build a "technology + supply chain + finance" triangular barrier to become a benchmark enterprise in the circular economy[65] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities, nor did they hold any treasury shares - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[66] - As of June 30, 2025, the Company did not hold any treasury shares[67] Corporate Governance Code and Model Code for Securities Transactions by Directors The company has complied with the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules for the six months ended June 30, 2025, and directors confirm compliance with the Model Code for Securities Transactions by Directors set out in Appendix C3 of the Listing Rules - The Company has complied with the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules for the six months ended June 30, 2025[68] - The directors confirm compliance with the Model Code for Securities Transactions by Directors set out in Appendix C3 of the Listing Rules[69] Review of Unaudited Interim Results The Audit Committee has reviewed the company's unaudited interim results for the six months ended June 30, 2025, confirming compliance with all applicable accounting principles, standards, and requirements, and that adequate disclosures have been made - The Audit Committee has reviewed the Company's unaudited interim results for the six months ended June 30, 2025[71] - The Audit Committee confirmed compliance with all applicable accounting principles, standards, and requirements, and that adequate disclosures have been made[71] - The Audit Committee members include three independent non-executive directors: Ms. Lam Oi Yan (Chairperson), Mr. Wong Sing Sze, and Mr. Niu Zhongjie[71] Publication of Results Announcement and Interim Report This results announcement has been published on the HKEX website and the company's website, and the interim report containing all information required by the Listing Rules will be available in due course - This results announcement is published on the HKEX website (www.hkexnews.hk) and the Company's website (www.fprice.cn)[72](index=72&type=chunk) - The interim report for the six months ended June 30, 2025, containing all information required by the Listing Rules, will be available on the aforementioned websites in due course[72]