天利控股集团(00117) - 2025 - 中期业绩

Financial Highlights Tianli Holdings Group Limited announced its unaudited interim results for the six months ended June 30, 2025, with total revenue increasing by 38.1% to RMB 303.1 million, and gross margin significantly improving by 9.4 percentage points to 21.8%; loss attributable to owners of the company substantially narrowed to RMB 33.8 million, and basic loss per share also improved, with the board resolving not to declare an interim dividend Key Financial Indicators Comparison for H1 2025 | Basic Loss Per Share | (4.54) cents | (7.94) cents | Loss narrowed by 3.4 cents | -42.8% | - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025[2] Interim Condensed Consolidated Financial Statements This chapter presents Tianli Holdings Group's unaudited interim condensed consolidated statement of profit or loss and other comprehensive income and statement of financial position for the six months ended June 30, 2025, with comparisons to the same period in 2024 or audited data as of December 31, 2024, reflecting changes in the Group's revenue growth, narrowed losses, and asset-liability structure Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's revenue significantly increased, gross profit substantially improved, operating business turned from loss to profit, and loss for the period significantly narrowed year-on-year; finance costs increased, while income tax expense slightly decreased Key Profit or Loss Data (Six Months Ended June 30) (RMB '000) | Loss for the period | (33,800) | (59,169) | 25,369 | -42.9% | - Total other comprehensive loss for the period was RMB 36.411 million, primarily due to exchange differences on translation of overseas operations[5] Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total non-current assets slightly decreased, while total current assets increased; total current liabilities remained stable, but net current liabilities were still negative, and net assets decreased compared to the end of 2024 Key Financial Position Data (As of June 30) (RMB '000) | Net assets | 481,189 | 517,600 | (36,411) | -7.0% | - Property, plant and equipment increased to RMB 986.088 million, primarily due to additions of plant and machinery for MLCC production[6][49] - Trade and bills receivables increased to RMB 399.882 million, primarily due to increased credit sales of MLCC products[6][52] - Cash and bank balances decreased to RMB 36.934 million, mainly because net cash used for additions to plant and machinery exceeded additional bank and other borrowings[6][54] Notes to the Interim Condensed Consolidated Financial Statements This chapter elaborates on the Group's basis of financial statement preparation, significant accounting policies, going concern ability, segment results, revenue composition, finance costs, taxation, dividends, loss per share, and specific details and reasons for changes in major asset and liability items General Information Tianli Holdings Group Limited was incorporated in the Cayman Islands, primarily engaged in investment holding, with its subsidiaries mainly involved in the manufacturing and sale of MLCCs and investment and financial services - The Company was incorporated in the Cayman Islands as an exempted company with limited liability on March 6, 2007[8] - The Group's principal activities include (i) manufacturing and sales of multi-layer ceramic chip capacitors (MLCC) and (ii) investment and financial services[8] Basis of Preparation and Significant Accounting Policies The interim condensed consolidated financial statements are prepared in accordance with the Hong Kong Stock Exchange Listing Rules and International Accounting Standard 34, adopting consistent accounting policies with the 2024 annual financial statements, with only new and revised standards effective for the current period being applied - The financial statements are prepared in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and International Accounting Standard 34 'Interim Financial Reporting'[9] - The accounting policies are consistent with those adopted in the 2024 annual consolidated financial statements, with only new and revised standards effective for the current accounting period being applied[9] Going Concern Basis As of June 30, 2025, the Group incurred a net loss of RMB 33.8 million and had net current liabilities of RMB 576.1 million, including bank loans that failed to meet financial covenants; the Board has implemented various plans and measures to improve liquidity, including loan extensions, renegotiating repayment schedules, corporate restructuring, accelerating receivables collection, and exploring new financing, believing the Group can continue as a going concern, though significant uncertainties remain - As of June 30, 2025, the Group incurred a net loss of RMB 33.8 million and had net current liabilities of RMB 576.126 million[10] - Bank loans of RMB 401.517 million failed to meet relevant financial covenants, but the Board has renegotiated with the banks and obtained waivers, classifying them as current liabilities[10][11] - The Board is implementing various plans and measures to improve liquidity, including extending other loans (RMB 464.973 million extended for 5 years), negotiating repayment schedules with banks, corporate restructuring, accelerating receivables collection, exploring other financing arrangements, and delaying fund injections[11][14] - Although the Board believes the Group can continue as a going concern, significant uncertainties exist regarding the realization of these plans and measures[12] Application of New and Revised Standards The Group first applied the amendments to International Accounting Standard 21, "Lack of Exchangeability," during this period, but these amendments did not have a significant impact on the results and financial position for the current or prior periods - The amendments to International Accounting Standard 21 'Lack of Exchangeability' were first applied in the current period[13] - These amendments did not have a significant impact on the results and financial position for the current or prior periods[13] Segment Reporting The Group's business is divided into two segments: MLCC and Investment and Financial Services; the MLCC segment's revenue significantly increased but still recorded a loss, while the Investment and Financial Services segment achieved profitability, and the MLCC segment's assets and liabilities are substantially larger than those of the Investment and Financial Services segment - The Group is divided into two reportable segments: MLCC (manufacturing and sales of MLCC) and Investment and Financial Services (direct investment, asset management, financial advisory, fintech)[15][17] Segment Revenue and Profit/Loss (Six Months Ended June 30) (RMB '000) | Total | 303,099 | 219,404 | +38.1% | (5,206) | (44,649) | Segment Assets and Liabilities (As of June 30) (RMB '000) | Total | 2,235,407 | 2,209,363 | 1,180,377 | 1,176,598 | Revenue and Other Income The Group's total revenue increased by 38.1% year-on-year, primarily driven by a significant increase in MLCC sales; asset management fee income from the Investment and Financial Services segment remained stable, and financial assets at fair value through profit or loss turned from loss to profit, while other income, mainly from government subsidies, decreased in the current period Revenue and Other Income (Six Months Ended June 30) (RMB '000) | Government subsidies | 6,000 | 8,366 | (2,366) | -28.3% | - The increase in MLCC segment revenue was primarily due to increased sales volume and selling prices[42] - The decrease in other income was primarily due to a reduction in government subsidies[44] Finance Costs For the six months ended June 30, 2025, the Group's finance costs significantly increased by 113.9% to RMB 33.9 million, primarily due to increased interest from additional bank and other borrowings Composition of Finance Costs (Six Months Ended June 30) (RMB '000) | Total finance costs | 33,874 | 15,832 | 18,042 | +113.9% | - The increase in finance costs was primarily due to interest arising from additional bank and other borrowings in the first half of 2025[48] Income Tax Expense The Group's income tax expense slightly decreased year-on-year, primarily comprising Hong Kong profits tax and PRC corporate income tax; Shenzhen Yuyang, as a high-tech enterprise, continued to enjoy a preferential tax rate of 15% Income Tax Expense (Six Months Ended June 30) (RMB '000) | Total income tax expense for the period | 1,556 | 2,235 | (679) | -30.4% | - Shenzhen Yuyang, as a high-tech enterprise, was further granted a preferential tax rate of 15% for three consecutive years on December 26, 2024[25] Dividends The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025, consistent with the same period last year - The Board did not declare an interim dividend for the six months ended June 30, 2025 (2024: nil)[26] Loss Per Share For the six months ended June 30, 2025, basic loss per share was RMB 4.54 cents, an improvement from RMB 7.94 cents in the prior year period; no diluted loss per share was presented as there were no potential ordinary shares outstanding during the period Loss Per Share (Six Months Ended June 30) (RMB cents) | Weighted average number of ordinary shares outstanding during the period | 744,750,000 | 744,750,000 | - No diluted loss per share was presented for the six months ended June 30, 2025 and 2024, as there were no potential ordinary shares outstanding during the period[29] Trade and Bills Receivables As of June 30, 2025, the Group's total trade and bills receivables increased to RMB 399.9 million, primarily due to increased credit sales of MLCC products; the credit period for trade receivables generally ranges from 1 to 5 months, with strict controls implemented to mitigate credit risk Trade and Bills Receivables (As of June 30) (RMB '000) | Total | 399,882 | 378,810 | 21,072 | +5.6% | - The credit period for trade receivables in the MLCC segment generally ranges from 1 to 5 months, while for the Investment and Financial Services segment, it is due from the invoice date[30] - All bills receivables are due within 1 year from the end of the reporting period[31] Trade and Bills Payables As of June 30, 2025, the Group's trade and bills payables increased to RMB 195.4 million, primarily due to increased credit purchases to support MLCC production; trade payables are generally settled within 30 to 120 days Trade and Bills Payables (As of June 30) (RMB '000) | Trade payables | 195,405 | 148,137 | 47,268 | +31.9% | - The increase in trade payables was primarily due to increased credit purchases to support MLCC production[55] - Trade payables are non-interest bearing and are generally settled within 30 to 120 days[33] Management Discussion and Analysis This chapter provides a detailed review of the Group's performance in its two major business segments, MLCC and Investment and Financial Services, and analyzes various financial indicators; despite global economic challenges, the MLCC segment achieved significant growth and improved gross margin, while the Investment and Financial Services segment remained stable, and the chapter also discusses the Group's liquidity, financial resources, capital structure, and foreign exchange risk management Business Review The global economy faced challenges from geopolitical factors and high inflation, impacting both the MLCC and Investment and Financial Services segments; the MLCC segment benefited from a rebound in consumer electronics demand, achieving significant sales revenue growth, while continuing to increase R&D investment and expand production capacity, and asset management business generated income through managing multiple funds and realized investment gains MLCC Segment In the first half of 2025, MLCC segment sales revenue increased by 38% year-on-year to RMB 283.7 million, primarily driven by a rebound in consumer electronics demand, product structure optimization, and an increased proportion of high-end products; the Group continued to increase R&D investment, expand into high-end markets, and made breakthroughs in industrial, automotive-grade, and niche products, while also expanding high-end product capacity - MLCC sales revenue for the first half of 2025 was RMB 283.7 million, representing a 38% increase compared to the same period in 2024[35] - The growth was primarily due to continuous optimization of product structure, active development of emerging markets, and deepening strategic cooperation with high-value customers, leading to an increased proportion of high-end products and higher average prices[35] - The Group increased R&D investment, accelerating product deployment in ultra-small, high-capacitance, high-frequency, and high-reliability directions to enhance competitiveness in the high-end market[36] - Products have fully covered consumer, automotive, and industrial sectors, with extreme expansion in specifications such as size, capacitance, and withstand voltage, positioning the Group as a domestic leader[36] - The new base is fully operational and continuously expanding production, upgrading production environments and facilities, and increasing high-end product capacity to meet growing demand in the industrial and automotive markets[36] Asset Management and Investment As of June 30, 2025, the Group managed 11 funds with total committed capital of approximately US$647.8 million, of which the Group's committed capital was approximately US$89.9 million; asset management fee income for the period was RMB 18.4 million, and six funds invested by the Group generated a net gain of RMB 0.9 million, with no new investments made during the period - As of June 30, 2025, the Group managed 11 funds, generating income by providing asset management services[37] - The total committed capital of the funds (after offsetting cross-holdings) was approximately US$647.8 million, with the Group's committed capital at approximately US$89.9 million and invested capital at US$75.8 million[39] - For the six months ended June 30, 2025, asset management fee income was RMB 18.4 million, and six funds invested by the Group generated a net gain of RMB 0.9 million[39] - These funds invest in four countries or regions (China, UK, Cayman Islands, and USA) through debt, ordinary equity, or preferred equity[40] - The Group made no new investments for the six months ended June 30, 2025[41] Financial Review This chapter provides a detailed analysis of changes in the Group's financial indicators; total revenue and gross margin significantly improved, with strong performance from the MLCC segment, while other income, selling and distribution costs, and administrative expenses all decreased, and R&D costs and finance costs increased, and balance sheet items such as property, plant and equipment, trade receivables, trade payables, and bank borrowings all changed, reflecting business expansion and financing activities Total Revenue For the six months ended June 30, 2025, the Group's total revenue was RMB 303.1 million, a year-on-year increase of 38.1%, primarily driven by a 38.0% growth in MLCC segment revenue and a turnaround from loss to profit in financial assets at fair value through profit or loss within the Investment and Financial Services segment - Total revenue was RMB 303.1 million, an increase of RMB 83.7 million or 38.1% compared to the same period in 2024[42] - MLCC segment revenue was RMB 283.7 million, a year-on-year increase of 38.0%, primarily due to increased sales volume and selling prices[42] - Investment and Financial Services segment revenue was RMB 19.4 million, with asset management fee income remaining stable, and financial assets at fair value through profit or loss recording a net gain of RMB 0.9 million (2024: net loss of RMB 7.2 million)[42] Gross Margin For the six months ended June 30, 2025, the total gross margin increased by 9.4 percentage points to 21.8%; the MLCC segment gross margin significantly improved from 6.5% to 16.5%, primarily due to higher average prices resulting from an increased proportion of high-end products and cost control - Total gross margin was 21.8%, an increase of 9.4 percentage points compared to the same period in 2024[43] - MLCC segment gross margin was 16.5%, an increase of 10.0 percentage points from 6.5% in the same period in 2024[43] - The improvement in gross margin was primarily due to higher average prices resulting from an increased proportion of high-end products and lower average costs due to cost control[43] Other Income For the six months ended June 30, 2025, other income was RMB 8.8 million, a year-on-year decrease of 18.6%, primarily due to reduced government subsidies - Other income was RMB 8.8 million, a decrease of 18.6% compared to the same period in 2024[44] - The decrease was primarily due to reduced government subsidies compared to the same period in 2024[44] Selling and Distribution Costs For the six months ended June 30, 2025, selling and distribution costs were RMB 7.7 million, a year-on-year decrease of 24.9%, primarily attributable to more effective cost control - Selling and distribution costs were RMB 7.7 million, a decrease of 24.9% compared to the same period in 2024[45] - The decrease was primarily due to the Group's more effective cost control over selling and distribution costs[45] Administrative Expenses For the six months ended June 30, 2025, administrative expenses were RMB 35.9 million, a year-on-year decrease of RMB 7.8 million, primarily due to reduced legal fees and more effective cost control - Administrative expenses were RMB 35.9 million, a decrease of RMB 7.8 million compared to the same period in 2024[46] - The decrease was primarily due to reduced legal fees and more effective cost control[46] Research and Development Costs For the six months ended June 30, 2025, research and development costs were RMB 29.1 million, a year-on-year increase of RMB 1.3 million, primarily due to increased resources invested in R&D - Research and development costs were RMB 29.1 million, an increase of RMB 1.3 million compared to the same period in 2024[47] - The increase was primarily due to increased resources invested in R&D[47] Finance Costs For the six months ended June 30, 2025, finance costs were RMB 33.9 million, a year-on-year increase of RMB 18.0 million, primarily due to interest from additional bank and other borrowings - Finance costs were RMB 33.9 million, an increase of RMB 18.0 million compared to the same period in 2024[48] - The increase was primarily due to interest arising from additional bank and other borrowings in the first half of 2025[48] Property, Plant and Equipment As of June 30, 2025, the net value of property, plant and equipment increased to RMB 986.1 million, primarily due to additions of plant and machinery for MLCC production - The net value of property, plant and equipment was RMB 986.1 million, an increase of RMB 22.1 million compared to December 31, 2024[49] - The increase was primarily due to additions of plant and machinery for MLCC production[49] Investment Properties As of June 30, 2025, the carrying amount of investment properties remained largely stable compared to the end of 2024, at RMB 51.6 million - The carrying amount of investment properties was RMB 51.6 million, similar to RMB 52.5 million as of December 31, 2024[50] Financial Assets at Fair Value Through Profit or Loss As of June 30, 2025, the carrying amount of financial assets at fair value through profit or loss slightly decreased, primarily affected by the depreciation of the US dollar against the RMB - The carrying amount of financial assets at fair value through profit or loss was RMB 457.3 million, a decrease of 1.3% compared to December 31, 2024[51] - The decrease was primarily due to the depreciation of the US dollar against the RMB during the period[51] Trade and Bills Receivables As of June 30, 2025, trade and bills receivables increased to RMB 399.9 million, primarily due to increased credit sales of MLCC products - Trade and bills receivables were RMB 399.9 million, an increase of RMB 21.1 million compared to December 31, 2024[52] - The increase was primarily due to increased credit sales of MLCC products for the six months ended June 30, 2025[52] Prepayments, Deposits and Other Receivables As of June 30, 2025, prepayments, deposits and other receivables increased to RMB 50.8 million, primarily due to increased deposits paid for purchases from suppliers - Prepayments, deposits and other receivables were RMB 50.8 million, an increase of RMB 5.1 million compared to December 31, 2024[53] - The increase was primarily due to increased deposits paid for purchases from suppliers during the period[53] Cash and Bank Balances and Pledged Bank Deposits As of June 30, 2025, total cash and bank balances were RMB 49.4 million, a year-on-year decrease of RMB 27.2 million, primarily because net cash used for additions to plant and machinery exceeded additional bank and other borrowings - Total cash and bank balances were RMB 49.4 million, a decrease of RMB 27.2 million compared to December 31, 2024[54] - The decrease was primarily because net cash used for additions to plant and machinery exceeded additional bank and other borrowings[54] Trade and Bills Payables As of June 30, 2025, trade and bills payables increased to RMB 195.4 million, primarily due to increased credit purchases to support MLCC production - Trade and bills payables were RMB 195.4 million, an increase of RMB 47.3 million compared to December 31, 2024[55] - The increase was primarily due to increased credit purchases to support MLCC production for the six months ended June 30, 2025[55] Deferred Income, Accruals and Other Payables As of June 30, 2025, total deferred income, accruals and other payables were RMB 122.4 million, a year-on-year decrease of RMB 39.4 million, primarily due to reduced other payables for the acquisition of production equipment - Total deferred income, accruals and other payables were RMB 122.4 million, a decrease of RMB 39.4 million compared to December 31, 2024[56] - The decrease was primarily due to reduced other payables for the acquisition of production equipment[56] Bank and Other Borrowings As of June 30, 2025, the carrying amount of bank and other borrowings increased to RMB 1,418.8 million, primarily due to additional bank and other borrowings - The carrying amount of bank and other borrowings was RMB 1,418.8 million, an increase of RMB 55.9 million compared to December 31, 2024[57] - The increase was primarily due to additional bank and other borrowings[57] 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 (December 31, 2024: nil)[58] Capital Commitments As of June 30, 2025, the Group's capital commitments increased to RMB 184.9 million, primarily due to increased additions of production equipment in the MLCC segment, while capital commitments in the Investment and Financial Services segment slightly decreased due to the depreciation of the US dollar exchange rate - Capital commitments were RMB 184.9 million, an increase of RMB 39.3 million compared to December 31, 2024[59] - The increase was primarily due to increased additions of production equipment (RMB 68.4 million) in the MLCC segment[59] - The decrease in capital commitments for the Investment and Financial Services segment was due to the depreciation of the US dollar exchange rate, with no significant change in US dollar terms[59] Liquidity, Financial Resources and Capital Structure This chapter outlines the Group's liquidity position, banking facilities, gearing ratio, financial resource management, foreign exchange risk, and pledged assets; the Group's net current liabilities improved, liquidity ratio remained stable, but gearing ratio increased due to higher bank borrowings, and management believes the Group has sufficient financial reserves and will implement measures to manage foreign exchange risk Liquidity and Capital Resources As of June 30, 2025, the Group's net current liabilities were approximately RMB 576.1 million, an improvement from the end of 2024; the liquidity ratio remained at 0.6 - Net current liabilities were approximately RMB 576.1 million, an improvement from RMB 603.4 million as of December 31, 2024[60] - The liquidity ratio was 0.6, consistent with the year ended December 31, 2024[60] Banking Facilities As of June 30, 2025, the Group had total banking facilities of RMB 843.0 million, of which RMB 789.1 million was utilized, indicating a slight increase in credit lines - As of June 30, 2025, the Group had total banking facilities of RMB 843.0 million, with RMB 789.1 million utilized[61] - Total banking facilities increased compared to RMB 828.0 million as of December 31, 2024[61] Gearing Ratio As of June 30, 2025, the Group's gearing ratio was 78.3%, an increase from 75.9% at the end of 2024, primarily due to increased bank and other borrowings - The gearing ratio was approximately 78.3%, an increase from 75.9% as of December 31, 2024[62] - The increase in the ratio was primarily due to increased bank and other borrowings for the six months ended June 30, 2025[62] Financial Resources Management believes that with current liquid assets and banking facilities, the Group possesses ample financial reserves to meet its ongoing operational needs - Management believes the Group has ample financial reserves to meet its ongoing operational needs[63] Foreign Exchange Risk The Group faces foreign exchange risk, primarily because revenue and purchases involve RMB, USD, HKD, and JPY, with USD trade receivables exceeding payables, HKD receivables being less than payables, and JPY presenting payable risk; the Group will implement hedging measures to mitigate this risk - The Group's revenue is primarily denominated in RMB, USD, and HKD, while purchases are mainly denominated in RMB, USD, HKD, and JPY[64] - There is a certain foreign exchange risk, especially in situations of significant exchange rate fluctuations[64] - The Group will implement appropriate foreign currency hedging measures to mitigate future foreign exchange risk[64] Pledge of Assets As of June 30, 2025, certain of the Group's property, plant and equipment, investment properties, bills receivables, and restricted bank deposits have been pledged as collateral for banking and other borrowing facilities Carrying Amount of Pledged Assets (As of June 30) (RMB million) | Restricted bank deposits | 0 | 0.4 | - The aforementioned assets have been pledged as collateral for banking and other borrowing facilities[65] Business Outlook This chapter provides an outlook on the future development of the MLCC and Investment and Financial Services segments; the MLCC industry benefits from domestic substitution, IoT, 5G, new energy vehicles, and AI server demand growth, and the Group will consolidate its market position, expand into high-end areas, and increase R&D investment, while Investment and Financial Services will strengthen existing project management, mitigate risks, and opportunistically develop new businesses MLCC Segment Outlook The MLCC industry has a positive long-term development trend, benefiting from domestic economic recovery, a rebound in consumer electronics, and growing demand from IoT, 5G, new energy vehicles, and AI servers; the Group will consolidate the consumer market, actively expand into high-end markets such as automotive electronics, communication base stations, and data centers, increase R&D investment, enhance core competitiveness, and advance its internationalization strategy - The MLCC industry benefits from domestic economic recovery, a rebound in consumer electronics, and growing market demand from IoT, 5G communication, new energy vehicles, and AI servers, indicating a positive long-term development trend[67] - The MLCC segment will consolidate its position in the general consumer market, actively explore markets such as automotive electronics, communication base stations, and data centers, and expand cooperation with leading players in target markets[67] - The Group will continue to increase investment in R&D, equipment, environmental protection, automation, and informatization, utilizing new factories to enhance cleanliness and equipment precision, and intensify efforts to reduce costs and improve efficiency[67] - The Group will continuously enhance its core competitiveness through the development of new materials and processes, enriching its large-size product line, especially products meeting industrial and automotive-grade reliability requirements[67] - The Group will continuously explore new markets, actively promote its internationalization strategy, and expand market share[67] Investment and Financial Services Outlook The Investment and Financial Services segment will strengthen subsequent monitoring and management of existing fund projects, prevent and mitigate risks, and protect investors' interests; concurrently, the Group will opportunistically develop new businesses and seek stable and reliable investment projects to provide value-added opportunities - The Group will strengthen subsequent monitoring and management of existing fund projects, implementing various measures to prevent and mitigate risks[68] - While focusing primarily on the subsequent management of existing projects, the Group will also opportunistically develop new businesses, seeking stable and reliable investment projects to provide value-added opportunities for investors[68] Other Information This chapter covers the Group's employees and remuneration policy, material acquisitions and disposals, dividend policy, transactions in listed securities, share award scheme, compliance with corporate governance code, and the composition and responsibilities of various committees Employees and Remuneration Policy As of June 30, 2025, the Group had 1,353 employees, with a remuneration policy based on performance, qualifications, and capabilities, offering benefits such as a share award scheme, insurance policies, and retirement benefit plans - As of June 30, 2025, the Group had 1,353 employees (December 31, 2024: 1,257 employees)[69] - The remuneration policy is based on employees' performance, qualifications, and capabilities, and provides benefits such as a share award scheme, insurance policies, and retirement benefit plans[69] Material Acquisitions and Disposals During the period, the Group made two material acquisitions: a capacitor tester for JPY 175 million and a casting machine for US$1.29 million, both aimed at supporting MLCC production - On February 25, 2025, a capacitor tester was acquired for a total consideration of JPY 175 million (approximately HK$9.1 million)[70] - On April 3, 2025, a casting machine was acquired for a consideration of US$1.29 million (approximately HK$10.062 million)[70] - Save for the above disclosures, there were no other material acquisitions or disposals during the period[70] Interim Dividends The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (June 30, 2024: nil)[71] 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 - 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[72] Share Award Scheme The Group adopted a share award scheme on July 14, 2017, to incentivize and retain eligible participants and align their interests with shareholders; the scheme is valid until July 14, 2027, with the total number of shares available for issuance not exceeding 10% of the issued share capital, and as of the report date, a total of 5,958,000 shares have been granted, with no new shares purchased or granted during the period - The Share Award Scheme was adopted on July 14, 2017, aiming to encourage and retain eligible participants, provide additional incentives, and align participants' interests with those of shareholders[73] - Selected participants include any directors and employees of the Group[74] - The total number of shares available for issuance shall not exceed 10% of the Company's issued share capital (i.e., 74,475,000 shares)[75] - As of the date of this interim report, the total number of shares granted under the Share Award Scheme was 5,958,000 shares[75] - The scheme is valid until July 14, 2027[79] - No shares were purchased or granted under the Share Award Scheme for the period ended June 30, 2025[79] Compliance with Corporate Governance Code For the six months ended June 30, 2025, the Company consistently complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the Hong Kong Stock Exchange Listing Rules - For the six months ended June 30, 2025, the Company consistently complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules[80] Model Code for Securities Transactions by Directors The Board has adopted the Model Code as set out in Appendix C3 to the Listing Rules as the code of conduct for directors' dealings in the Company's securities, and all directors have confirmed their compliance with the code during the period - The Board has adopted the Model Code as set out in Appendix C3 to the Listing Rules as the code of conduct governing directors' dealings in the Company's securities[81] - All directors have confirmed their compliance with the required standards set out in the Model Code for the six months ended June 30, 2025[81] Disclosure of Directors' Information under Rule 13.51B(1) of the Listing Rules There have been no changes to the directors' information as disclosed in the Company's annual report for the financial year ended December 31, 2024, in accordance with Rule 13.51B of the Listing Rules - There have been no changes to the directors' information as disclosed in the Company's annual report for the financial year ended December 31, 2024, in accordance with Rule 13.51B of the Listing Rules[82] Audit Committee The Audit Committee, composed of three independent non-executive directors, assists the Board by providing independent opinions and overseeing financial reporting, internal controls, and risk management; the interim results for the period have been reviewed by the auditors and the Audit Committee, with Ms. Jiao Jie appointed as a member since January 31, 2025 - The Audit Committee comprises three independent non-executive directors: Mr. Zhu Jianhong (Chairman), Ms. Jiao Jie, and Mr. Xu Xuechuan[83] - Its primary responsibilities are to assist the Board in providing independent opinions on the Company's financial statements and financial and accounting policies, and to oversee the Company's financial reporting system, internal control procedures, and risk management system[83] - The interim results for the current period have been reviewed by the Company's auditors and the Audit Committee[83] - Ms. Jiao Jie was appointed as a member of the Audit Committee effective January 31, 2025[83] Remuneration Committee The Remuneration Committee, comprising Mr. Xu Xuechuan (Chairman), Mr. Zhu Jianhong, and Mr. Zhou Chunhua, is primarily responsible for formulating, reviewing, and recommending remuneration policies and structures for directors and senior management, and determining specific remuneration terms - The Remuneration Committee comprises Mr. Xu Xuechuan (Chairman), Mr. Zhu Jianhong (Independent Non-executive Director), and Mr. Zhou Chunhua (Executive Director)[84] - Its primary responsibilities are to formulate, review, and make recommendations on the Company's policies and structure regarding the remuneration of directors and senior management, and on the Board and senior management diversity policy[84] Nomination Committee The Nomination Committee, comprising Mr. Zhu Jianhong (Chairman), Mr. Xu Xuechuan, Ms. Jiao Jie, and Mr. Zhou Chunhua, is primarily responsible for reviewing the Board's structure, assessing the independence of independent non-executive directors, and making recommendations on director appointments and re-appointments; Ms. Jiao Jie was appointed as a member on June 20, 2025 - The Nomination Committee comprises Mr. Zhu Jianhong (Chairman), Mr. Xu Xuechuan, Ms. Jiao Jie, and Mr. Zhou Chunhua[85] - Its primary responsibilities are to review the Board's structure, size, and composition; assess the independence of independent non-executive directors; and make recommendations to the Board on director appointments and re-appointments and board succession planning[85] - Ms. Jiao Jie was appointed as a member of the Nomination Committee on June 20, 2025, in accordance with the revised Corporate Governance Code[85] Publication of 2025 Interim Results and 2025 Interim Report This announcement has been published on the HKEXnews website and the Company's website, and the interim report will also be posted on these websites and dispatched to shareholders who request printed copies - This announcement has been published on the HKEXnews website (www.hkexnews.hk) and the Company's website (https://www.irasia.com/listco/hk/tianli)[86](index=86&type=chunk) - The Company's interim report for the six months ended June 30, 2025, will also be posted on the aforementioned websites and dispatched to shareholders who request printed copies in due course[86]