中亚烯谷集团(00063) - 2025 - 中期业绩

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's profit for the period significantly decreased by 33.6% to HK$2,223 thousand, despite a 70.3% revenue increase, primarily due to higher staff, depreciation, and finance costs Key Financial Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 72,744 | 42,705 | +70.3% | | Other income and gains | 3,822 | 2,303 | +65.9% | | Staff costs | (13,047) | (8,733) | +49.4% | | Depreciation expense | (40,696) | (17,889) | +127.5% | | Operating profit | 15,578 | 15,544 | +0.2% | | Finance costs | (13,350) | (12,139) | +10.0% | | Profit for the period | 2,223 | 3,349 | -33.6% | | Total comprehensive income for the period | 1,233 | 3,068 | -59.8% | | Earnings per share (HK cents) | 0.03 | 0.10 | -70.0% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, total assets slightly increased, net current liabilities improved, and net assets grew marginally, with reduced bank borrowings and lease liabilities, indicating a relatively stable financial structure Key Financial Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 987,965 | 1,005,764 | -1.8% | | Current assets | 90,803 | 69,500 | +30.6% | | Current liabilities | 263,019 | 263,395 | -0.1% | | Net current liabilities | (172,216) | (193,895) | +11.3% (improvement) | | Non-current liabilities | 323,752 | 321,105 | +0.8% | | Total assets less current liabilities | 815,749 | 811,869 | +0.5% | | Bank borrowings | 128,000 | 144,000 | -11.1% | | Lease liabilities | 338,741 | 353,351 | -4.1% | | Share capital | 317,635 | 317,635 | 0.0% | | Reserves | 174,362 | 173,129 | +0.7% | | Total equity | 491,997 | 490,764 | +0.2% | Notes to the Unaudited Condensed Consolidated Financial Statements This section details financial statement notes, including company information, accounting policies, fair value measurement, segment reporting, asset/liability changes, and going concern assumptions with risk mitigation 1. Company Information Asia Graphene Group Limited is a Bermuda-incorporated investment holding company with diverse operations, including property investment, horticultural services, and property management, controlled by Mr. Wong Ping Kwong - The company is an investment holding company, with principal subsidiary activities covering property investment, horticultural services and plant sales, and property management and related services[7] - The ultimate controlling company is controlled by Mr. Wong Ping Kwong (controlling shareholder)[7] 2. Basis of Preparation Interim financial statements are prepared under HKAS 34 and Listing Rules, with consistent accounting policies; despite net current liabilities, the Board deems the going concern basis appropriate due to financial resources and support - Interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the Listing Rules of the Stock Exchange[8] - As of June 30, 2025, the Group recorded net current liabilities of approximately HK$172,216 thousand, raising significant doubt about its ability to continue as a going concern[9] - The Board considers the going concern basis appropriate, anticipating sufficient financial resources, cost reduction measures, financial support from the controlling shareholder, and banks not demanding immediate repayment of borrowings[9][12] 3. Application of Amendments to Hong Kong Financial Reporting Standards The Group first applied HKAS 21 (Amendment) — Lack of Exchangeability during the period, which had no significant impact on financial position or performance - First application of Hong Kong Accounting Standard 21 (Amendment) — Lack of Exchangeability[11] - The application of this amendment had no significant impact on the Group's financial position and performance[11] 4. Fair Value Measurement Financial assets and liabilities' carrying amounts approximate fair values; investment properties (Hong Kong residential units) are measured at Level 3 fair value using the income approach, with unchanged valuation methods - Investment properties (Hong Kong residential units) are measured at Level 3 fair value, using the income approach for valuation[15][16] - Key inputs include capitalization rates, average monthly rent on a net floor area basis, and the reversionary potential of property rights[16] Fair Value of Investment Properties (Hong Kong Residential Units) | Date | Amount (HK$ thousand) | | :--- | :--- | | June 30, 2025 | 355,500 | | Dec 31, 2024 | 355,000 | 5. Revenue and Segment Reporting The Group operates four segments, with total revenue increasing by 70.3% to HK$72,744 thousand, driven by property investment (sub-leasing) and new construction services, alongside significant growth in China revenue - The Group has four operating segments: property investment, horticultural services and plant sales, property management and other related services, and construction services (a new business established in H2 2024)[18] Revenue from Contracts with Customers by Major Products or Services | Product or Service | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Provision of construction services | 1,771 | – | N/A | | Provision of property management and other related services | 9,009 | 9,639 | -6.5% | | Provision of horticultural services and sales of plants | 3,278 | 3,043 | +7.7% | | Revenue from contracts with customers | 14,058 | 12,682 | +10.8% | | Rental income from leased properties under sub-leasing arrangements | 54,784 | 26,567 | +106.2% | | Rental income from investment properties | 3,902 | 3,456 | +12.9% | | Total Revenue | 72,744 | 42,705 | +70.3% | - Property investment segment revenue significantly increased by 95.5% to HK$58,686 thousand, primarily due to the commencement of sub-leasing operations at Silicon Valley Industrial Park[23][25][66] - Revenue from China (excluding Hong Kong) significantly increased from HK$36,206 thousand in H1 2024 to HK$65,564 thousand in H1 2025[31] 6. Other Income and Gains Other income and gains increased by 65.9% to HK$3,822 thousand, mainly driven by a significant rise in imputed interest income from lease deposits Details of Other Income and Gains | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Interest income from bank deposits | 206 | 318 | -35.2% | | Imputed interest income from lease deposits paid | 2,681 | 1,364 | +96.5% | | Others | 935 | 621 | +50.6% | | Total | 3,822 | 2,303 | +65.9% | 7. Finance Costs Finance costs increased by 10% to HK$13,350 thousand, mainly due to higher interest on lease liabilities from an extended recognition period, despite reduced bank borrowing interest Details of Finance Costs | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank borrowings | 3,222 | 5,926 | -45.6% | | Interest paid on lease liabilities | 10,038 | 6,213 | +61.6% | | Interest on loans from controlling shareholder | 90 | – | N/A | | Total | 13,350 | 12,139 | +10.0% | 8. Income Tax Expense Income tax expense was only HK$5 thousand, attributed to sufficient tax losses in Hong Kong and preferential SME tax rates for Chinese subsidiaries - Income tax expense for the period was HK$5 thousand (H1 2024: HK$56 thousand)[36] - No provision for Hong Kong profits tax was made due to sufficient tax losses carried forward or no taxable profits[36] - China corporate income tax is provided at preferential tax rates for small and medium-sized enterprises[36] Preferential Corporate Income Tax Rates in China | Profit Range (RMB) | Applicable Tax Rate | | :--- | :--- | | Below 1 million | 2.5% | | 1 million to 3 million | 5% | | Above 3 million | 25% | 9. Profit for the Period Profit for the period is reported after various expenses, notably a 132.7% increase in investment property depreciation to HK$40,015 thousand and a 70.4% decrease in legal and professional service fees Items Deducted/Included in Profit for the Period | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of inventories sold or consumed | 407 | 432 | -5.8% | | Depreciation of property, plant and equipment and right-of-use assets | 681 | 695 | -2.0% | | Depreciation of investment properties | 40,015 | 17,194 | +132.7% | | Directors' emoluments | 1,051 | 1,390 | -24.4% | | Legal and professional service fees | 404 | 1,365 | -70.4% | 10. Earnings Per Share Basic and diluted earnings per share decreased from HK$0.10 cents in H1 2024 to HK$0.03 cents in H1 2025, due to lower profit attributable to owners and an increased weighted average number of ordinary shares - Profit attributable to owners of the company decreased from HK$3,673 thousand in H1 2024 to HK$2,223 thousand in H1 2025[38] - The weighted average number of ordinary shares increased from 3,829,305 thousand shares in H1 2024 to 6,352,702 thousand shares in H1 2025[38] - Basic and diluted earnings per share were HK$0.03 cents (H1 2024: HK$0.10 cents)[4][38] 11. Interim Dividend The Board does not recommend any interim dividend for the reporting period, consistent with the prior year - The Board does not recommend the payment of an interim dividend for H1 2025 (H1 2024: nil)[39] 12. Right-of-Use Assets As of June 30, 2025, right-of-use assets (land and buildings) had a carrying amount of HK$1,324 thousand, with typical lease agreements of one to three years - The carrying amount of right-of-use assets (land and buildings) was HK$1,324 thousand (Dec 31, 2024: HK$1,810 thousand)[40] - Total cash outflow for leases during the period was HK$514 thousand[41] 13. Investment Properties Total investment properties were HK$728,046 thousand, with fair value-measured Hong Kong residential units slightly appreciating, while cost-measured sub-leased properties decreased due to depreciation; HK$355,500 thousand were pledged as collateral - Total investment properties amounted to HK$728,046 thousand (Dec 31, 2024: HK$748,905 thousand)[42] - Hong Kong residential units measured at fair value model were valued at HK$355,500 thousand, with a fair value gain of HK$500 thousand during the period[42] - Leased properties under sub-leasing arrangements measured at cost model had a carrying amount of HK$372,546 thousand, with depreciation expense of HK$40,015 thousand during the period[42][44] - Approximately HK$355,500 thousand of investment properties have been pledged as collateral for bank borrowings[43] 14. Deposits Paid to Landlords Deposits paid to landlords totaled HK$257,347 thousand, related to lease agreements and connected transactions; the Board assessed no significant credit risk, thus no expected credit loss provision - Deposits paid to landlords amounted to approximately HK$257,347 thousand (Dec 31, 2024: HK$254,037 thousand)[47] - After assessing the counterparty's financial position, the Board determined there was no significant credit risk, with an expected credit loss rate close to zero[47] 15. Property, Plant and Equipment During the reporting period, the Group acquired property, plant, and equipment at a cost of approximately HK$427 thousand, an increase from the prior year - The cost of property, plant and equipment acquired during the reporting period was approximately HK$427 thousand (H1 2024: HK$196 thousand)[48] 16. Trade and Other Receivables Total trade and other receivables increased to HK$42,572 thousand, with trade receivables (net of provisions) at HK$38,512 thousand; the Group maintains strict control over overdue receivables with 30-60 day credit terms Details of Trade and Other Receivables | Item | June 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables (net of provisions) | 38,512 | 28,203 | | Prepayments | 1,104 | 2,090 | | Rental and other deposits | 553 | 576 | | Other receivables | 2,403 | 1,413 | | Total | 42,572 | 32,282 | - Credit terms for horticultural services and plant sales business are generally 30 days, while for property investment business, they are generally 30 to 60 days[49] 17. Trade and Other Payables Total trade and other payables increased to HK$55,907 thousand, mainly due to a significant rise in contract liabilities, despite a decrease in other payables and accrued expenses Details of Trade and Other Payables | Item | June 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables | 3,436 | 3,570 | | Other payables and accrued expenses | 8,823 | 24,340 | | Other taxes payable | 5,269 | 555 | | Contract liabilities | 38,379 | 14,734 | | Total | 55,907 | 43,199 | 18. Amounts Due to Related Parties Total amounts due to related parties increased to HK$64,087 thousand, mostly non-current, including interest-free and 3% interest-bearing amounts to a related company and controlling shareholder, largely repayable after twelve months Details of Amounts Due to Related Parties | Item | June 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Amounts due to a related company | 23,247 | 22,893 | | Amounts due to controlling shareholder | 40,840 | 21,035 | | Total | 64,087 | 43,928 | | Less: Non-current portion | (52,617) | (32,633) | | Current portion | 11,470 | 11,295 | - Amounts due to the controlling shareholder include HK$6,000 thousand bearing 3% annual interest, and approximately HK$34,840 thousand which is interest-free and repayable after twelve months from the reporting period end[53] 19. Lease Liabilities Lease liabilities' present value decreased to HK$338,741 thousand, with incremental borrowing rates for lessees ranging from 5% to 6.5% used for discounting Present Value of Lease Liabilities | Date | Amount (HK$ thousand) | | :--- | :--- | | June 30, 2025 | 338,741 | | Dec 31, 2024 | 353,351 | - The incremental borrowing rate for lessees ranged from 5% to 6.5% (Dec 31, 2024: 5% to 6.5%)[54] 20. Bank Borrowings Total bank borrowings decreased to HK$128,000 thousand, secured by investment properties, bank deposits, and rental income, bearing floating interest rates, exposing the Group to cash flow interest rate risk - Total bank borrowings amounted to HK$128,000 thousand (Dec 31, 2024: HK$144,000 thousand)[56] - Borrowings bear interest at one-month HIBOR plus 2% or Hong Kong Dollar Prime Rate minus 0.5%, whichever is lower[57] - Borrowings are secured by investment properties (HK$355,500 thousand), bank deposits (not less than HK$4,000 thousand pledged, not less than HK$7,000 thousand unpledged), and rental income from investment properties[59] - Committed to maintaining investment property occupancy rate at 60% or above[59] 21. Share Capital Issued and fully paid share capital is HK$317,635 thousand, comprising 6,352,702 thousand ordinary shares, reflecting last year's convertible bond conversion - Issued and fully paid share capital amounted to HK$317,635 thousand[61] - The number of ordinary shares was 6,352,702 thousand shares[61] - For the year ended December 31, 2024, HK$353,360 thousand convertible bonds were converted into 3,533,600 thousand shares[61] 22. Capital Commitments As of June 30, 2025, the Group had no significant capital commitments - The Group had no significant capital commitments as of June 30, 2025[62] 23. Lease Commitments As a lessor, the Group's total minimum lease payments receivable under non-cancellable operating leases amounted to HK$396,363 thousand Total Minimum Lease Payments Receivable as Lessor in the Future | Period | June 30, 2025 (HK$ thousand) | Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within one year | 85,401 | 91,408 | | In the second to fifth year inclusive | 247,116 | 258,524 | | After five years | 63,846 | 91,423 | | Total | 396,363 | 441,355 | 24. Approval of Interim Financial Statements These interim financial statements were approved and authorized for issue by the Board of Directors on August 28, 2025 - The interim financial statements were approved and authorized for issue by the Board of Directors on August 28, 2025[64] Management Discussion and Analysis This section reviews the Group's business and financial performance, highlighting revenue growth from property investment and new construction services, but a decline in profit due to increased costs, alongside liquidity, employee policies, outlook, and corporate governance Business and Financial Review Group revenue increased by 70.3% to HK$72,744 thousand, driven by property investment and new construction services, but profit for the period decreased by 33.6% to HK$2,228 thousand due to higher costs - Group revenue increased by 70.3% to HK$72,744 thousand, primarily due to significant increases in property investment revenue and construction services revenue[65] - Property investment rental income increased by 95.5% to HK$58,686 thousand, mainly due to the commencement of sub-leasing operations at Silicon Valley Industrial Park[66] - Construction services revenue added HK$1,771 thousand, representing a new business established in H2 2024[69] - Staff costs increased by 49.4% to HK$13,047 thousand, primarily due to the full recognition of staff costs for leased properties under sub-leasing arrangements[70] - Depreciation and amortization expenses increased by 127.5% to HK$40,696 thousand, mainly due to the full recognition of depreciation expenses for right-of-use assets from Silicon Valley Industrial Park sub-leasing operations[71] - Profit for the period was HK$2,228 thousand, a decrease from HK$3,405 thousand in the same period last year[78] Liquidity and Financial Resources The Group's liquidity is from bank loans, controlling shareholder advances, and operating cash flows; bank borrowings decreased to HK$128,000 thousand, gearing ratio improved to 103%, and foreign currency risk exists without hedging - Outstanding bank loans amounted to HK$128,000 thousand (Dec 31, 2024: HK$144,000 thousand)[79] - Total advances from the controlling shareholder amounted to HK$40,840 thousand (Dec 31, 2024: HK$21,035 thousand)[79] - Net asset value per share was HK$0.08 (Dec 31, 2024: HK$0.08)[80] - Investment properties and bank deposits with a total value of approximately HK$366,500 thousand have been pledged to banks[81] - Gearing ratio was 103% (Dec 31, 2024: 106%), calculated as total debt divided by total equity[84] - The Group faces foreign currency risk and currently has no foreign currency hedging policy[84] Interim Dividend The Board does not recommend any interim dividend for the reporting period, consistent with the prior year - The Board does not recommend the payment of an interim dividend for H1 2025 (H1 2024: nil)[85] Material Investments Held As of June 30, 2025, the Group held no material investments - The Group held no material investments as of June 30, 2025[86] Material Acquisitions and Disposals During the reporting period, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures - During the reporting period, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures[87] Future Plans for Material Investments or Capital Assets As of June 30, 2025, the Group had no other future plans for material investments or capital assets - The Group had no other plans for material investments or capital assets as of June 30, 2025[88] Employees and Remuneration Policy As of June 30, 2025, the Group had 116 employees, with remuneration based on performance, experience, and market practice, including discretionary bonuses - The Group's total number of employees was 116 (Dec 31, 2024: 149)[89] - Employee remuneration is determined based on job performance, professional experience, and current market practice, with discretionary bonuses[90] Prospects The Group anticipates strengthened project portfolio and improved financial performance post-lease agreements, with stable Hong Kong residential rents and leasing business upside dependent on potential US interest rate cuts - Upon completion of lease agreements, the Group's project portfolio will be strengthened, expected to benefit overall financial performance and business development[91] - Hong Kong residential property rents remained stable and recorded a slight increase[91] - The potential upside for the leasing business depends on interest rate reductions following possible future interest rate cuts in the US[91] Purchase, Sale or Redemption of the Company's Listed Securities During the reporting period, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[92] Standard Code for Securities Transactions The Company adopted the Standard Code from Listing Rules Appendix C3, and all Directors confirmed compliance during the reporting period - The Company has adopted the Standard Code as set out in Appendix C3 of the Listing Rules[93] - All Directors have confirmed compliance with the requirements set out in the Standard Code during the reporting period[93] Compliance with Corporate Governance Code The Company complied with most Corporate Governance Code provisions, with one deviation: Chairman and CEO roles are combined, which the Board believes enhances strategy and efficiency with adequate oversight - The Company has complied with all code provisions set out in the Corporate Governance Code, save for one deviation[94] - The deviation is from code provision C.2.1, where the roles of Chairman and Chief Executive Officer are performed by the same individual (Mr. Wong Ping Kwong)[95] - The Board believes that combining the roles of Chairman and Chief Executive Officer facilitates business strategy and enhances operational efficiency, while providing adequate oversight[95] Events After the Reporting Period No significant events affecting the Group occurred after the reporting period - No significant events that could affect the Group occurred after the end of the reporting period[96] Review of Interim Results by Audit Committee The Audit Committee reviewed the Group's accounting policies, internal controls, and financial reporting, confirming compliance of this results announcement with relevant standards and regulations - The Audit Committee has reviewed the Group's accounting policies, internal controls, and financial reporting matters[97] - The Audit Committee is of the opinion that this results announcement complies with relevant accounting standards, rules, and regulations and has made appropriate disclosures[97] Publication of Interim Results Announcement and Interim Report The Company's interim results announcement is published on the Stock Exchange and Company websites, with the interim report to follow for shareholders - The interim results announcement is published on the Stock Exchange website (www.hkex.com.hk) and the Company's website (www.00063.cn)[98](index=98&type=chunk) - The interim report will be dispatched to shareholders and published on the aforementioned websites in due course[98]