贝森金融(00888) - 2025 - 中期业绩

2025 Interim Results Announcement Company and Report Overview Bison Financial Group Limited (Stock Code: 888) released its unaudited interim results for the six months ended June 30, 2025, primarily engaged in financial services - The company primarily engages in financial services and has released its unaudited condensed consolidated financial information for the six months ended June 30, 2025[2] Condensed Consolidated Financial Statements This section outlines Bison Financial Group's condensed consolidated statement of profit or loss and other comprehensive income and statement of financial position for the six months ended June 30, 2025, showing decreased revenue, expanded losses, and a significant reduction in net assets Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company's revenue decreased by 38.5% year-on-year to HK$14,350 thousand, with losses expanding to HK$28,198 thousand and basic and diluted loss per share at HK$1.98 cents Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 14,350 | 23,322 | -38.5% | | Other income and other net (losses)/gains | (8,191) | 5,700 | -243.7% | | Loss before tax | (28,198) | (9,577) | 194.4% | | Loss and total comprehensive loss for the period | (28,198) | (9,573) | 194.6% | | Basic and diluted loss per share attributable to owners of the parent | (1.98) HK Cents | (0.67) HK Cents | 195.5% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets and net current assets significantly decreased, with net assets falling from HK$31,473 thousand on December 31, 2024, to HK$3,275 thousand Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 879 | 2,796 | -68.6% | | Total current assets | 118,460 | 150,759 | -21.4% | | Total current liabilities | 115,973 | 121,348 | -4.4% | | Net current assets | 2,487 | 29,411 | -91.5% | | Net assets | 3,275 | 31,473 | -89.6% | Notes to the Financial Statements This section provides detailed notes to the condensed consolidated financial statements, covering company information, accounting policies, operating segments, revenue composition, expense and asset/liability changes, and subsidiary disposals and commitments 1. Company Information Bison Financial Group Limited is incorporated in Bermuda with its principal place of business in Hong Kong, primarily engaged in financial services; its controlling interest was subject to receivership due to default but remained unchanged as of the announcement date - The company primarily engages in financial services, with its direct holding company being Joyful Global Limited and its ultimate holding company being Bison Capital Financial Holdings Limited[6] - Receivers were appointed due to a share charge default, but they were unable to find potential buyers, and the controlling interest remained unchanged as of the announcement date[7][8] 2. Basis of Preparation This interim condensed consolidated financial information is unaudited but prepared in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants - The financial information is unaudited and complies with the Listing Rules and HKAS 34 requirements[9] 3. Changes in Accounting Policies and Disclosures The accounting policies applied in preparing the interim financial information are consistent with the previous year, with only the initial adoption of amendments to HKAS 21 "The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability," which had no significant impact on the financial information - Adoption of HKAS 21 amendments had no significant financial impact on the financial information[10][11] 4. Operating Segment Information The Group operates solely in a single financial services segment, including investment advisory, institutional finance advisory, securities services, external asset management, and fund management, thus no segment information is presented - The company operates only a single financial services segment, encompassing various licensed businesses, hence no segment information is presented[12] 5. Revenue For the six months ended June 30, 2025, total revenue was HK$14,350 thousand, a 38.5% decrease from HK$23,322 thousand in the prior year, primarily driven by customer contracts, with a significant decline in external asset management advisory commission income and an increase in fund management services income Revenue Analysis | Revenue Source | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue from contracts with customers | 14,350 | 23,085 | -37.8% | | Interest income from loans receivable | – | 237 | -100.0% | | Total | 14,350 | 23,322 | -38.5% | Breakdown of Revenue from Contracts with Customers | Service Type | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Fund management services income | 6,232 | 4,181 | 49.0% | | External asset management advisory commission income | 8,096 | 18,582 | -56.5% | | Financial advisory and consulting fee income | – | 300 | -100.0% | | Others | 22 | 22 | 0.0% | 6. Other Income and Other Net (Losses)/Gains For the six months ended June 30, 2025, other income and other net (losses)/gains amounted to a loss of HK$8,191 thousand, compared to a gain of HK$5,700 thousand in the prior period, primarily due to an unrealized loss of HK$11,580 thousand from financial assets at fair value through profit or loss (private equity fund investments) Analysis of Other Income and Other Net (Losses)/Gains | Indicator | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | YoY Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Total other income | 57 | 276 | -219 | | Net exchange gains | 3,332 | 345 | 2,987 | | Net unrealized (losses)/gains on financial assets at fair value through profit or loss | (11,580) | 4,879 | -16,459 | | Net total other income and other (losses)/gains | (8,191) | 5,700 | -13,891 | 7. Loss Before Tax For the six months ended June 30, 2025, loss before tax significantly increased to HK$28,198 thousand from HK$9,577 thousand in the prior period, mainly impacted by a net reversal of impairment losses on financial assets (HK$6,980 thousand) and increased employee benefit expenses Components of Loss Before Tax | Indicator | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | YoY Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Total depreciation | 776 | 723 | 53 | | Net (reversal of)/provision for impairment losses on financial assets | (6,980) | (3,923) | -3,057 | | Total employee benefit expenses | 10,730 | 7,570 | 3,160 | 8. Other Operating Expenses, Net For the six months ended June 30, 2025, other operating expenses, net, increased significantly to HK$9,188 thousand from HK$4,589 thousand in the prior period, primarily due to substantial increases in consulting fees, short-term lease expenses, travel and entertainment expenses, and miscellaneous expenses Analysis of Other Operating Expenses, Net | Expense Category | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | YoY Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Consulting fees | 2,588 | 110 | 2,478 | | Lease expenses for short-term leases | 1,133 | – | 1,133 | | Travel and entertainment expenses | 648 | 182 | 466 | | Miscellaneous expenses | 2,005 | 736 | 1,269 | | Total | 9,188 | 4,589 | 4,599 | 9. Finance Costs For the six months ended June 30, 2025, finance costs slightly decreased to HK$4,490 thousand from HK$4,648 thousand in the prior period, primarily consisting of interest on bills payable Analysis of Finance Costs | Finance Cost Category | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | YoY Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Interest on lease liabilities | 27 | 160 | -133 | | Interest on bills payable | 4,463 | 4,488 | -25 | | Total | 4,490 | 4,648 | -158 | 10. Income Tax Credit The Group is not subject to income tax in Bermuda, the Cayman Islands, and the British Virgin Islands, while Hong Kong profits tax is calculated at 16.5% (partially at 8.25%); there was no income tax credit for the current period, compared to an over-provision of HK$4 thousand for prior years in the previous period - There was no income tax credit for the current period, while the prior period had an over-provision of HK$4 thousand for prior years[20][22] 11. Dividends For the six months ended June 30, 2025, the company did not declare any interim dividends, nor did it approve or pay any final dividends for the year 2024 - No interim dividends were declared for the six months ended June 30, 2025[23] 12. Loss Per Share Attributable to Owners of the Parent For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the parent significantly increased to HK$1.98 cents from HK$0.67 cents in the prior period, primarily due to expanded losses Loss Per Share Analysis | Indicator | June 30, 2025 | June 30, 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Loss attributable to owners of the parent | HK$28,198,000 | HK$9,572,000 | 194.6% | | Basic and diluted loss per share | (1.98) HK Cents | (0.67) HK Cents | 195.5% | | Weighted average number of ordinary shares in issue | 1,421,838,398 shares | 1,421,838,398 shares | 0.0% | 13. Property and Equipment and Right-of-Use Assets For the six months ended June 30, 2024, new right-of-use assets of HK$817 thousand were added, and assets with a net book value of zero were disposed of, generating a gain of HK$200 thousand - For the six months ended June 30, 2024, new right-of-use assets of HK$817 thousand were added[25] - For the six months ended June 30, 2024, assets with a net book value of zero were disposed of, generating a gain of HK$200 thousand[25] 14. Financial Assets at Fair Value Through Profit or Loss As of June 30, 2025, financial assets at fair value through profit or loss (primarily private equity fund investments) significantly decreased to HK$3,903 thousand, a 79.2% decline from HK$18,733 thousand on December 31, 2024, mainly due to a decrease in the fair value of investment funds and withdrawal of capital contributions Financial Assets at Fair Value Through Profit or Loss | Indicator | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Private equity funds measured at fair value | 3,903 | 18,733 | -79.2% | - As of June 30, 2025, the Group's capital contribution to the investment fund was HK$40,600 thousand, representing 100% of the total capital contribution to the investment fund, a decrease from HK$43,900 thousand (59%) on December 31, 2024, primarily due to withdrawal of capital contributions[27][28][58] - The investment fund's related investment, a metaverse bond, was assessed to have a fair value of zero as of June 30, 2025, resulting in the recognition of an unrealized loss of approximately HK$11,580 thousand[30][31][61] 15. Trade Receivables As of June 30, 2025, total trade receivables were HK$7,433 thousand, a 45.8% decrease from HK$13,710 thousand on December 31, 2024, with receivables overdue for more than one year accounting for the largest proportion Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Within 1 month | 2,242 | 4,382 | -48.8% | | Over 1 year | 4,474 | 9,036 | -50.5% | | Total | 7,433 | 13,710 | -45.8% | - The company typically grants existing customers a 90-day credit period and implements credit control policies to mitigate risks[33] 16. Loans Receivable As of June 30, 2025, the net book value of loans receivable was HK$14,092 thousand, a 96.7% increase from HK$7,164 thousand on December 31, 2024, primarily due to a significant reduction in impairment provisions Loans Receivable Analysis | Indicator | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Loans receivable – unsecured | 18,035 | 18,035 | 0.0% | | Impairment provision | (3,943) | (10,871) | -63.7% | | Net book value | 14,092 | 7,164 | 96.7% | - For the six months ended June 30, 2025, a reversal of impairment losses of HK$6,928 thousand was recognized[34] 17. Amounts Due from Related Companies As of June 30, 2025, amounts due from related companies controlled by Mr. Xu were HK$312 thousand, unsecured, interest-free, and repayable on demand Amounts Due from Related Companies | Indicator | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Amounts due from related companies | 312 | – | 312 | 18. Trade Payables As of June 30, 2025, trade payables were HK$2,050 thousand, a 47.4% decrease from HK$3,904 thousand on December 31, 2024, with all trade payables due within one month Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Within 1 month | 2,050 | 3,904 | -47.4% | 19. Disposal of Subsidiaries For the six months ended June 30, 2025, the Group disposed of three subsidiaries for a total consideration of HK$600 thousand, resulting in a loss on disposal of HK$668 thousand - For the six months ended June 30, 2025, the Group disposed of Bison Technology Limited and its subsidiaries for a total consideration of HK$600 thousand, resulting in a loss on disposal of HK$668 thousand[38] - On March 31, 2025, Shangtai Asset Management Limited was disposed of, generating a gain on disposal of HK$3,479 thousand[37] 20. Commitments As of June 30, 2025, the Group's contracted but unprovided investment commitments in subsidiaries amounted to HK$41,234 thousand, and future lease payments for irrevocable lease contracts were HK$888 thousand Contractual Commitments | Commitment Category | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Investment in subsidiaries | 41,234 | 49,014 | -15.9% | - Future lease payments for irrevocable lease contracts amount to HK$888 thousand, due within one year[39] Other Information This section provides additional important information beyond the financial statement notes, including interim dividend policy, financial review, future investment plans, liquidity, pledged assets, exchange rate risk, contingent liabilities, business review and outlook, material acquisitions and disposals, employee and remuneration policies, securities transactions, corporate governance, and audit committee review Interim Dividends The Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board of Directors resolved not to declare an interim dividend[40] Financial Review For the six months ended June 30, 2025, the Group's revenue decreased by 38.5% to HK$14.4 million, and the loss attributable to owners of the parent expanded by 194.6% to HK$28.2 million, primarily due to unrealized losses on private equity fund investments, increased staff costs, and R&D expenses Key Financial Review Data | Indicator | June 30, 2025 (HKD Million) | June 30, 2024 (HKD Million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 14.4 | 23.3 | -38.5% | | Loss for the period attributable to owners of the parent | 28.2 | 9.6 | 194.6% | - The increase in loss was mainly due to an unrealized loss of approximately HK$11.6 million from private equity fund investments (compared to a gain of HK$4.9 million in the prior period), an increase in staff costs of approximately HK$3.2 million, and an increase in research and development costs of approximately HK$2.3 million[43] Future Plans for Material Investments or Capital Assets As of June 30, 2025, the Group had no specific future plans for material investments or capital assets - As of June 30, 2025, the Group had no specific plans for material investments or capital assets[44] Liquidity, Financial Resources and Capital Structure As of June 30, 2025, cash and cash equivalents decreased to HK$86.5 million, the gearing ratio significantly increased to 2,772.4% primarily due to a reduction in reserves attributable to owners of the parent, and net current assets substantially declined to HK$2.5 million Key Liquidity and Capital Structure Data | Indicator | June 30, 2025 (HKD Million) | December 31, 2024 (HKD Million) | Change (%) | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | 86.5 | 101.7 | -14.9% | | Total debt | 90.8 | 92.1 | -1.4% | | Gearing ratio | 2,772.4% | 292.6% | 847.5% | | Net current assets | 2.5 | 29.4 | -91.5% | - The increase in gearing ratio was primarily due to a reduction in the company's reserves attributable to owners of the parent by approximately 25.5% due to losses[46] Pledge of Group Assets As of June 30, 2025, approximately HK$800 thousand of the company's bank deposits were pledged, primarily as collateral for corporate credit cards - Approximately HK$800 thousand of bank deposits were pledged as collateral for corporate credit cards[47] Exchange Rate Fluctuation Risk and Related Hedging The Group's monetary assets are primarily denominated in HKD, USD, EUR, SGD, and RMB; for the six months ended June 30, 2025, net exchange gains of approximately HK$3.3 million were recognized, and no derivative transactions or hedging activities were undertaken Net Exchange Gains | Indicator | June 30, 2025 (HKD Million) | June 30, 2024 (HKD Million) | YoY Change (HKD Million) | | :--- | :--- | :--- | :--- | | Net exchange gains | 3.3 | 0.3 | 3.0 | - The Group has not entered into any transactions involving derivative instruments, nor has it adopted any financial instruments to hedge its financial position and foreign exchange risks[48] Contingent Liabilities As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities - The Group had no significant contingent liabilities[49] Business Review and Prospects The Group primarily engages in financial services and continuously reviews its strategies to address challenges; despite geopolitical tensions and a challenging market outlook, management remains optimistic about Hong Kong's economic recovery and explores opportunities in emerging financial markets - The Group primarily engages in financial services and will continue to review its strategies to achieve corporate objectives[50][51] - Despite geopolitical tensions and a challenging market outlook in Hong Kong, management remains optimistic about Hong Kong's economic recovery and explores opportunities in emerging financial markets[56] (1) Financial Services Business - The Group is licensed to conduct Type 1, 4, and 9 regulated activities under the Securities and Futures Ordinance, and its Type 6 license was revoked on March 26, 2025[51][52] Financial Services Business Revenue | Indicator | June 30, 2025 (HKD Million) | June 30, 2024 (HKD Million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Financial services business revenue | 14.4 | 23.3 | -38.5% | (i) External Asset Management Services External Asset Management Business AUM | Indicator | June 30, 2025 (HKD Million) | December 31, 2024 (HKD Million) | Change (%) | | :--- | :--- | :--- | :--- | | External asset management business AUM | 2,200 | 3,600 | -38.9% | External Asset Management Services Revenue | Indicator | June 30, 2025 (HKD Million) | June 30, 2024 (HKD Million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | External asset management services revenue | 8.1 | 18.6 | -56.5% | - The decrease in revenue was due to client withdrawals, leading to a decline in assets under management and reduced transactions[53] (ii) Fund Management Services Fund Management Services Revenue | Indicator | June 30, 2025 (HKD Million) | June 30, 2024 (HKD Million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Fund management services income | 6.2 | 4.2 | 49.0% | - The increase in revenue was primarily due to the successful realization of related investments in a fund managed by the Group through its fund management services business[54] (iii) Securities Services - The Group provides comprehensive securities brokerage services through TEDA Asset Management, including securities margin financing, underwriting, placement services, and securities trading[55] - To minimize operating costs in uncertain economic conditions, this business is currently maintained at a minimal scale[55] (iv) Investment Advisory Services for Fund Management - The Group provides portfolio advisory services to fund managers or general partners of offshore private equity funds[56] (2) Other Investments - The Group makes passive investments as a limited partner in investment funds, aiming for long-term capital appreciation through investments in debt or equity securities[57] Investment Fund Related Data | Indicator | June 30, 2025 (HKD Million) | December 31, 2024 (HKD Million) | Change (%) | | :--- | :--- | :--- | :--- | | Amount invested in investment funds | 40.6 | 43.9 | -7.5% | | % of total capital contribution to investment funds | 100% | 59.0% | 69.5% | | Fair value of investment funds | 3.9 | 18.7 | -79.1% | | Net unrealized loss on financial assets at fair value through profit or loss | 11.6 | (4.9) (Gain) | -336.7% | - The investment fund's sole related investment, a metaverse bond, was assessed to have a fair value of zero as of June 30, 2025, due to the issuer's delayed repayment and share suspension, resulting in the recognition of an unrealized loss of approximately HK$10.9 million[60][61] Outlook The Group anticipates a challenging overall business environment and will continue to prudently monitor developments, strategically adjust resource allocation for its financial services business, and seize investment opportunities to enhance shareholder returns - The overall business environment is expected to remain challenging, especially amidst geopolitical tensions and increasing global inflationary pressures[62] - The Group will strategically adjust resource allocation for its financial services business and continue to seize investment opportunities, striving to enhance shareholder returns[62] Material Acquisitions or Disposals For the six months ended June 30, 2025, the Group had no material transactions regarding the acquisition or disposal of subsidiaries, associates, and joint ventures - The Group had no material transactions regarding the acquisition or disposal of subsidiaries, associates, and joint ventures[63] Employees and Remuneration Policy As of June 30, 2025, the Group employed 31 full-time employees, with staff costs of approximately HK$13.6 million; the company offers competitive remuneration and benefits and has a share option scheme to incentivize employees Number of Employees | Indicator | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Number of full-time employees | 31 | 37 | -16.2% | Staff Costs | Indicator | June 30, 2025 (HKD Million) | June 30, 2024 (HKD Million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Staff costs | 13.6 | 10.4 | 30.8% | - The company has a share option scheme designed to provide employees with opportunities to acquire ownership interests in the company, rewarding contributions and enhancing company value[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 - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[66] Compliance with the Corporate Governance Code For the six months ended June 30, 2025, the company complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, except for the combined roles of Chairman and Chief Executive Officer - The company complied with all applicable provisions of the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Sun Lei, which deviates from code provision C.2.1[67] - The Board believes that Mr. Sun's dual role facilitates the execution of business strategies and enhances operational efficiency[67] Compliance with the Model Code for Securities Transactions by Directors The company has adopted its own Model Code for Securities Transactions by Directors, and all directors confirmed compliance with this code for the six months ended June 30, 2025 - The company has adopted its own Model Code for Securities Transactions by Directors, and all directors confirmed compliance[68] Audit Committee Review The Audit Committee has reviewed the company's unaudited consolidated financial statements and interim report for the six months ended June 30, 2025, and discussed audit, risk management, internal control, and financial reporting matters with management - The Audit Committee has reviewed the interim financial statements and report, and discussed audit, risk management, internal control, and financial reporting matters with management[69] - The auditor performed certain agreed-upon procedures on the interim condensed consolidated financial statements in accordance with Hong Kong Standard on Related Services 4400, but without providing any assurance[69] Events After the Reporting Period Except as disclosed in this announcement, no significant events occurred after the six months ended June 30, 2025, up to the date of this announcement - No significant events occurred after the reporting period up to the announcement date[70] Publication of Interim Results and Interim Report This results announcement has been published on the HKEX website and the company's website; the interim report will be published on the aforementioned websites in due course, and printed copies will be sent to shareholders upon request - The results announcement has been published on the HKEX website and the company's website, and the interim report will be published in due course and sent to shareholders upon request[71] Board of Directors As of the announcement date, the Board of Directors comprises three executive directors (Mr. Xu Peixin, Mr. Sun Lei (Chairman), Mr. Zhu Dong), one non-executive director (Dr. Yuan Haihai), and three independent non-executive directors (Dr. Qi Daqing, Mr. Chen Yigong, Mr. Feng Zhonghua) - The Board of Directors consists of three executive directors, one non-executive director, and three independent non-executive directors[71]