中国水业集团(01129) - 2025 - 中期业绩

Financial Highlights This financial summary provides an overview of the unaudited interim results for the six months ended June 30, 2025, showing a significant decrease in revenue and gross profit compared to the same period in 2024, but a narrowed loss for the period and loss per share, with a relatively stable balance sheet structure, slightly improved current ratio, and decreased debt-to-asset ratio Financial Performance for the Six Months Ended June 30 (Thousand HKD) | Indicator | 2025 | 2024 (Restated) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 118,051 | 316,051 | (62.65%) | | Gross Profit | 1,669 | 57,139 | (97.08%) | | Loss for the Period | (64,740) | (77,301) | (16.25%) | | Loss Attributable to Owners of the Company | (59,616) | (78,821) | (24.37%) | | Loss Per Share (HK cents) | (11.31) | (27.43) | (58.77%) | | EBITDA | 20,310 | 45,640 | (55.50%) | Financial Position as at June 30 (Thousand HKD) | Indicator | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 2,276,103 | 2,319,171 | (1.86%) | | Total Liabilities | 1,166,118 | 1,264,139 | (7.75%) | | Current Assets | 1,010,077 | 1,010,102 | – | | Current Liabilities | 792,073 | 802,261 | (1.27%) | | Current Ratio | 1.28 times | 1.26 times | 1.58% | | Cash and Cash Equivalents | 44,795 | 45,156 | (0.80%) | | Debt-to-Asset Ratio | 51.23% | 54.51% | (6.02%) | | Net Assets | 1,109,985 | 1,055,032 | 5.21% | | Equity Attributable to Owners of the Company | 857,553 | 796,204 | 7.71% | | Equity Per Share Attributable to Owners of the Company (HKD) | 1.63 | 2.77 | (41.16%) | Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company's revenue significantly decreased by 62.65%, leading to a 97.08% plunge in gross profit, and despite reduced administrative and selling expenses and finance costs, the loss for the period was HKD 64.74 million, though narrower than the prior year, with non-controlling interests shifting from profit to loss Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Thousand HKD) | Indicator | 2025 (Unaudited) | 2024 (Unaudited, Restated) | | :--- | :--- | :--- | | Revenue | 118,051 | 316,051 | | Cost of Sales | (116,382) | (258,912) | | Gross Profit | 1,669 | 57,139 | | Net Other Income | 10,425 | 13,498 | | Selling and Distribution Expenses | (1,450) | (18,352) | | Administrative Expenses | (51,453) | (91,131) | | Finance Costs | (24,631) | (29,339) | | Impairment Loss on Trade and Other Receivables Recognized | – | (5,501) | | Share of Profit/(Loss) of Associates | 564 | (196) | | Share of Profit of Joint Ventures | – | 182 | | Loss Before Tax | (64,876) | (73,700) | | Income Tax Expense | 136 | (3,601) | | Loss for the Period | (64,740) | (77,301) | | Loss Attributable to Owners of the Company | (59,616) | (78,821) | | Non-controlling Interests | (5,124) | 1,520 | | Basic and Diluted Loss Per Share (HK cents) | (11.31) | (27.43) | Other Comprehensive Loss for the Period (Thousand HKD) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Loss for the Period | (64,740) | (77,301) | | Exchange Differences Arising from Translation of Financial Statements of Overseas Operations | 12,997 | (12,004) | | Net Revaluation Gain/(Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | 5,024 | (805) | | Share of Other Comprehensive Income/(Loss) of Associates | 28 | (36) | | Share of Other Comprehensive Loss of Joint Ventures | – | (159) | | Other Comprehensive Income/(Loss) for the Period, Net of Income Tax | 18,049 | (13,004) | | Total Comprehensive Loss for the Period | (46,691) | (90,305) | | Attributable to Owners of the Company | (42,465) | (89,769) | | Non-controlling Interests | (4,226) | (536) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets slightly decreased, but total liabilities saw a larger reduction, leading to an increase in net assets and equity attributable to owners of the Company, with non-current assets primarily comprising property, plant and equipment, right-of-use assets, and operating concessions, while trade and other receivables constituted a significant portion of current assets Condensed Consolidated Statement of Financial Position (Thousand HKD) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Non-current Assets | | | | Property, Plant and Equipment | 452,396 | 446,588 | | Right-of-use Assets | 155,823 | 193,057 | | Operating Concessions | 201,689 | 210,403 | | Investment Properties | 177,759 | 175,052 | | Other Intangible Assets | 74,182 | 81,643 | | Financial Assets at Fair Value Through Other Comprehensive Income | 2,885 | 2,633 | | Deferred Tax Assets | 5,269 | 5,612 | | Current Assets | | | | Inventories | 51,815 | 57,589 | | Financial Assets at Fair Value Through Profit or Loss | 11,449 | 11,274 | | Trade and Other Receivables | 899,756 | 893,724 | | Bank Balances and Cash | 22,050 | 21,424 | | Current Liabilities | | | | Trade and Other Payables | 346,682 | 359,523 | | Bank Borrowings | 135,032 | 107,755 | | Lease Liabilities | 154,666 | 157,166 | | Non-current Liabilities | | | | Bank Borrowings | 216,174 | 257,058 | | Lease Liabilities | 48,433 | 86,885 | | Deferred Tax Liabilities | 26,406 | 29,446 | | Total Equity | 1,109,985 | 1,055,032 | Notes to the Condensed Consolidated Interim Financial Statements 1. Company Information The company is an exempted limited company incorporated in the Cayman Islands with shares listed on the Hong Kong Stock Exchange, primarily engaged in wastewater treatment, renewable energy, property investment, and waste management - The Company is incorporated in the Cayman Islands, with its shares listed on the Hong Kong Stock Exchange, and its principal place of business is in Kowloon Bay, Hong Kong[8] - The Group is principally engaged in wastewater treatment and related construction services, development and sale of renewable energy, property investment and development, and waste management and recycling businesses[9] - The Group's functional currency is HKD, while its subsidiaries established in China and Indonesia use RMB and Rupiah, respectively, as their functional currencies[9] 2. Basis of Preparation The unaudited condensed consolidated interim financial statements are prepared in accordance with Appendix 16 of the Listing Rules and HKAS 34 "Interim Financial Reporting" issued by the HKICPA, and have been reviewed by the Company's audit committee - The interim financial statements are prepared in accordance with Appendix 16 of the Listing Rules and HKAS 34, have not been audited by external auditors, but have been reviewed by the Company's audit committee[10] 3. Changes in Accounting Policies Revisions to Hong Kong Financial Reporting Standards, including HKAS 21 "Lack of Exchangeability," effective for the first time in this accounting period, have no significant impact on the Group's results or financial position - Revisions to HKAS 21 "Lack of Exchangeability" have no significant impact on the Group's results or financial position for the current or prior periods[12] 4. Revenue For the six months ended June 30, 2025, the Group's total revenue was HKD 118.05 million, a significant decrease from HKD 316.05 million in the prior year, with water supply revenue ceasing, wastewater treatment and renewable energy revenues substantially reduced, but waste management and recycling revenue increasing Revenue Breakdown for the Six Months Ended June 30 (Thousand HKD) | Revenue Source | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Water Supply Services | – | 53,096 | | Wastewater Treatment Services | 27,927 | 46,437 | | Water Supply Related Installation and Construction Revenue | – | 57,550 | | Water Supply and Wastewater Treatment Infrastructure Construction Revenue | 56 | 34,832 | | Electricity Sales | 53,401 | 91,001 | | Compressed Natural Gas Sales | 4,342 | 6,834 | | Service Income from Biogas Collection | 822 | 203 | | Solid Organic Fertilizer Sales | – | 2,242 | | Service Income from Glass Bottle Collection and Recycling | 20,721 | 18,008 | | Service Income from Food Waste Collection | 10,782 | 5,848 | | Total Revenue | 118,051 | 316,051 | 5. Segment Information The Group categorizes its operations into four reportable segments: wastewater treatment and related construction services, development and sale of renewable energy, property investment and development, and waste management and recycling, with comparative figures reclassified following the identification of waste management and recycling as a separate reportable segment in the second half of 2024 - The Group has identified four reportable segments: provision of wastewater treatment and related construction services, development and sale of renewable energy, property investment and development, and waste management and recycling[15][17] - In the second half of 2024, waste management and recycling was identified as a separate reportable segment, and comparative figures have been reclassified[14] Segment Revenue and Results for the Period Ended June 30, 2025 (Thousand HKD) | Segment | Revenue | Profit/(Loss) | | :--- | :--- | :--- | | Wastewater Treatment and Related Construction Services | 27,983 | 7,578 | | Development and Sale of Renewable Energy | 58,565 | (50,742) | | Property Investment and Development | – | (522) | | Waste Management and Recycling | 31,503 | 750 | | Unallocated Corporate Expenses | – | (13,747) | | Interest Income | – | 4 | | Interest on Fixed Rate Bonds and Other Loans | – | (8,197) | | Loss Before Tax | 118,051 | (64,876) | Segment Revenue and Results for the Period Ended June 30, 2024 (Thousand HKD, Restated) | Segment | Revenue | Profit/(Loss) | | :--- | :--- | :--- | | Water Supply, Wastewater Treatment and Construction Services | 191,915 | 8,445 | | Development and Sale of Renewable Energy | 100,280 | (55,299) | | Property Investment and Development | – | 850 | | Waste Management and Recycling | 23,856 | 1,701 | | Unallocated Corporate Expenses | – | (22,834) | | Interest Income | – | 21 | | Interest on Fixed Rate Bonds and Other Loans | – | (6,584) | | Loss Before Tax | 316,051 | (73,700) | Segment Assets and Liabilities (Thousand HKD) | Segment | June 30, 2025 Assets | June 30, 2025 Liabilities | December 31, 2024 Assets | December 31, 2024 Liabilities | | :--- | :--- | :--- | :--- | :--- | | Wastewater Treatment and Related Construction Services | 252,983 | (101,381) | 255,480 | (104,325) | | Development and Sale of Renewable Energy | 1,433,930 | (562,853) | 1,487,216 | (622,736) | | Property Investment and Development | 404,646 | (267,484) | 397,439 | (261,972) | | Waste Management and Recycling | 54,391 | (32,647) | 56,784 | (34,751) | | Corporate | 130,153 | (179,189) | 122,252 | (216,212) | | Unallocated | – | (22,564) | – | (24,143) | | Total | 2,276,103 | (1,166,118) | 2,319,171 | (1,264,139) | 6. Finance Costs For the six months ended June 30, 2025, the Group's finance costs decreased to HKD 24.631 million, primarily due to lower interest on bank borrowings and lease liabilities Finance Costs Breakdown (Thousand HKD) | Source of Finance Costs | 2025 | 2024 | | :--- | :--- | :--- | | Interest on Bank Borrowings | 8,428 | 10,605 | | Interest on Other Loans | 9,418 | 8,722 | | Interest on Lease Liabilities | 6,825 | 11,590 | | Total Borrowing Costs | 24,671 | 30,917 | | Less: Interest Capitalized into Construction in Progress | (40) | (1,578) | | Total Finance Costs | 24,631 | 29,339 | 7. Income Tax Expense For the six months ended June 30, 2025, the Group's income tax expense was HKD 0.136 million, primarily from China corporate income tax, with no provision for Hong Kong profits tax, and some Chinese subsidiaries benefiting from tax exemptions and reductions Income Tax Expense Breakdown (Thousand HKD) | Tax Type | 2025 | 2024 | | :--- | :--- | :--- | | Current Tax — Hong Kong Profits Tax | – | – | | Current Tax — China Corporate Income Tax | 2,562 | 5,993 | | Deferred Tax | (2,698) | (2,392) | | Total Income Tax Expense | (136) | 3,601 | - The Company and its subsidiaries had no assessable profits subject to Hong Kong profits tax in the first half of 2025, thus no provision was made[23] - Certain Chinese subsidiaries engaged in electricity, renewable energy sales, and wastewater treatment services enjoy a three-year full tax exemption followed by a 50% tax reduction for the subsequent three years[24] 8. Loss for the Period For the six months ended June 30, 2025, the loss for the period was HKD 64.74 million, a reduction from the prior year, primarily influenced by employee costs, depreciation and amortization, finance costs, and exchange losses Items Deducted From/(Credited To) Loss for the Period (Thousand HKD) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Total Employee Costs | 31,881 | 85,306 | | Write-off: Concession Intangible Assets | 11,691 | 27,497 | | Write-off: Other Intangible Assets | 8,746 | 10,348 | | Depreciation: Property, Plant and Equipment | 27,018 | 29,529 | | Depreciation: Right-of-use Assets | 13,100 | 22,627 | | (Gain)/Loss on Disposal of Property, Plant and Equipment | (52) | 426 | | Write-off/(Reversal): Property, Plant and Equipment | 1,726 | 3,314 | | Write-off/(Reversal): Operating Concession Intangible Assets | (466) | – | | Bank Interest Income | (343) | (555) | | Net Exchange (Gain)/Loss | (1,322) | 375 | 9. Loss Per Share For the six months ended June 30, 2025, the basic and diluted loss per share attributable to owners of the Company was 11.31 HK cents, a significant reduction from 27.43 HK cents in the prior year, with diluted loss per share being the same as basic loss per share due to the absence of dilutive potential shares Loss Per Share Calculation Data | Indicator | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company for Basic and Diluted Loss Per Share Calculation (Thousand HKD) | (59,616) | (78,821) | | Weighted Average Number of Ordinary Shares in Issue | 527,093,022 | 287,360,964 | | Basic and Diluted Loss Per Share (HK cents) | (11.31) | (27.43) | - The share consolidation effective on December 11, 2024, has resulted in adjusted comparative figures as if the share consolidation had been effective from January 1, 2024[26][27] - Diluted loss per share is the same as basic loss per share as there are no dilutive potential ordinary shares[27] 10. Dividends The Company's directors do not recommend the payment of any interim dividend for either of the two reporting periods - The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025[28] 11. Property, Plant and Equipment For the six months ended June 30, 2025, the Group acquired approximately HKD 4.326 million in property, plant and equipment, disposed of items with a carrying amount of approximately HKD 2.524 million, and wrote off items with a carrying amount of approximately HKD 1.726 million - The Group acquired approximately HKD 4.326 million (including right-of-use assets of HKD 0.667 million) in property, plant and equipment in the first half of 2025, a significant decrease from HKD 13.701 million in the first half of 2024[29] - The Group disposed of property, plant and equipment with a carrying amount of approximately HKD 2.524 million and wrote off items with a carrying amount of approximately HKD 1.726 million in the first half of 2025[29] 12. Financial Assets at Fair Value Through Profit or Loss / Other Comprehensive Income As of June 30, 2025, the Group's total fair value of financial assets was HKD 14.334 million, primarily comprising listed equity securities and unlisted fund investments, with unlisted fund investments classified as Level 3 valuations within the fair value hierarchy Financial Assets Fair Value Breakdown (Thousand HKD) | Financial Asset Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Listed Equity Securities (Measured at Fair Value) | 2,885 | 2,633 | | Unlisted Fund Investments (Measured at Fair Value) | 11,449 | 11,274 | | Total | 14,334 | 13,907 | | Classified as: Financial Assets at Fair Value Through Profit or Loss (Current) | 11,449 | 11,274 | | Classified as: Financial Assets at Fair Value Through Other Comprehensive Income (Non-current) | 2,885 | 2,633 | - Fair value measurements are categorized into three levels: Level 1 (unadjusted quoted prices in active markets), Level 2 (observable inputs), and Level 3 (significant unobservable inputs)[31] Fair Value Hierarchy of Financial Instruments (Thousand HKD) | Asset Type | June 30, 2025 (Level 1) | June 30, 2025 (Level 3) | December 31, 2024 (Level 1) | December 31, 2024 (Level 3) | | :--- | :--- | :--- | :--- | :--- | | Financial Assets at Fair Value Through Other Comprehensive Income — Listed | 2,885 | – | 2,633 | – | | Financial Assets at Fair Value Through Profit or Loss — Unlisted Fund Investments | – | 11,449 | – | 11,274 | 13. Trade and Other Receivables As of June 30, 2025, the Group's net trade and other receivables amounted to HKD 899.8 million, a slight increase from December 31, 2024, with net trade receivables constituting a significant portion and the largest aging category being over one year Trade and Other Receivables Breakdown (Thousand HKD) | Receivable Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade Receivables (Net) | 800,126 | 779,141 | | Other Receivables (Net) | 49,307 | 52,710 | | Loans Receivable (Net) | 639 | 589 | | Deposits and Prepayments | 49,684 | 61,284 | | Total | 899,756 | 893,724 | Aging Analysis of Trade Receivables (Thousand HKD) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 90 Days | 43,027 | 53,618 | | 91 to 180 Days | 14,592 | 20,933 | | 181 to 365 Days | 45,161 | 46,058 | | Over 1 Year | 697,346 | 658,532 | | Total | 800,126 | 779,141 | 14. Trade and Other Payables As of June 30, 2025, the Group's total trade and other payables were HKD 372.8 million, a slight decrease from December 31, 2024, with trade payables aged over one year representing the largest proportion Aging Analysis of Trade Payables (Thousand HKD) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 90 Days | 17,016 | 19,013 | | 91 to 180 Days | 5,955 | 7,785 | | 181 to 365 Days | 6,277 | 29,268 | | Over 1 Year | 108,952 | 87,713 | | Total Trade Payables | 138,200 | 143,779 | | Other Payables | 214,122 | 227,397 | | Accrued Interest | 20,525 | 14,573 | | Total | 372,847 | 385,749 | | Amount Included in Current Liabilities | 346,682 | 359,523 | | Amount Included in Non-current Liabilities | 26,165 | 26,226 | 15. Share Capital As of June 30, 2025, the Company's issued and fully paid share capital significantly increased to HKD 63.219 million from December 31, 2024, primarily due to a rights issue and placing of new shares Share Capital Movement (Thousand Shares/Thousand HKD) | Share Capital Type | Number of Shares as at June 30, 2025 | Amount as at June 30, 2025 | Number of Shares as at December 31, 2024 | Amount as at December 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Authorized Ordinary Shares | | | | | | At January 1 | 20,000,000 | 2,000,000 | 200,000,000 | 2,000,000 | | Share Consolidation | – | – | (180,000,000) | – | | At June 30 / December 31 | 20,000,000 | 2,000,000 | 20,000,000 | 2,000,000 | | Issued and Fully Paid Ordinary Shares | | | | | | At January 1 | 287,361 | 28,736 | 2,873,610 | 28,736 | | Share Consolidation | – | – | (2,586,249) | – | | Shares Issued under Placing | 57,472 | 5,747 | – | – | | Rights Issue Shares | 287,361 | 28,736 | – | – | | At June 30 / December 31 | 632,194 | 63,219 | 287,361 | 28,736 | 16. Capital Commitments As of June 30, 2025, the Group's contracted but unprovided capital commitments amounted to HKD 1.177 million, primarily for the acquisition of concession intangible assets and property, plant and equipment Capital Commitments (Thousand HKD) | Capital Commitment Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Contracted but Not Provided For: Acquisition of Concession Intangible Assets and Property, Plant and Equipment | 1,177 | 1,484 | | Total | 1,177 | 1,484 | 17. Litigation and Arbitration The Group faces multiple ongoing litigation and arbitration cases primarily involving loan receivables, construction fees, and share repurchase payments, with some favorable judgments or settlements achieved but enforcement difficulties persisting, though the Board believes adequate impairment provisions have been made to avoid significant financial impact Xunying Holdings Limited, an Indirect Wholly-owned Subsidiary of the Company Xunying Holdings Limited's loan receivable litigation against Sihui Wastewater and Daxin Management Limited, involving HKD 53.43 million and related interest, has continued for years, with favorable judgments from the Hong Kong High Court and China's Zhaoqing Intermediate People's Court, but enforcement is hindered as Daxin has been liquidated and no executable assets identified, leading to full impairment of HKD 43.6 million owed by Daxin - Xunying Holdings Limited's loan receivable litigation against Daxin Management Limited involves HKD 53.43 million and related interest[40] - The Hong Kong High Court has issued a final judgment, and the Zhaoqing Intermediate People's Court in China has recognized and accepted enforcement, but Daxin has been liquidated, and no executable assets have been identified[40][42] - The Sihui City People's Court has repeatedly ruled to freeze all equity of Sihui Wastewater held by Daxin, with the latest freeze period extending to June 2026[42][44] - The HKD 43.6 million receivable from Daxin has been fully impaired[44] Guangzhou Haide Environmental Protection Technology Co., Ltd., an Indirect Wholly-owned Subsidiary of the Company Guangzhou Haide Environmental Protection Technology Co., Ltd.'s dispute with Yunnan Chaoyue Gas Co., Ltd. over a cooperation agreement involves a HKD 10 million refundable deposit, with an arbitration award in favor of Guangzhou Haide for principal and overdue interest, but enforcement is difficult as Yunnan Chaoyue Gas has entered bankruptcy liquidation, and the deposit was fully impaired in 2011 - Guangzhou Haide's dispute with Yunnan Chaoyue Gas over a cooperation agreement involves a HKD 10 million refundable deposit[45] - The arbitration committee has ruled that Yunnan Chaoyue Gas must pay the principal and overdue interest, but the Kunming City Court could not find executable assets and has terminated enforcement[46][48] - Yunnan Chaoyue Gas has entered bankruptcy liquidation proceedings, and the deposit was fully impaired in 2011[48] Xinzhongshui (Nanjing) Energy Co., Ltd., an Indirect Wholly-owned Subsidiary of the Company Xinzhongshui Energy's construction contract dispute with Jinling Construction, involving approximately RMB 151.6 million in construction fees, has led to a settlement agreement confirmed by a court civil mediation statement, requiring Xinzhongshui Energy and Xinzhongshui Carbon Energy to jointly and severally pay RMB 89.91 million, with legal proceedings ongoing as obligations are not yet fully met despite partial payments - Xinzhongshui Energy's construction contract dispute with Jinling Construction involves approximately RMB 151.6 million in construction fees[49] - A settlement agreement has been reached, and a civil mediation statement issued by the court confirms that Xinzhongshui Energy and Xinzhongshui Carbon Energy must jointly and severally pay RMB 89.91 million[51] - Xinzhongshui Energy has not yet fully fulfilled its obligations under the civil mediation statement, but partial payments have been made, and legal proceedings are ongoing[52] Huizhou Honghu Hengchang Real Estate Co., Ltd. and Honghu (Huizhou) Investment Co., Ltd. Honghu Hengchang and Honghu Investment face multiple lawsuits: a construction contract dispute with Zhongmin Zhuyou resulting in a court order to pay RMB 28.42 million plus liquidated damages; another construction contract dispute with Zhongrongyu Construction for RMB 15.67 million plus liquidated damages; and a loan dispute with Huicheng Branch involving RMB 36.08 million in outstanding loans, with all cases ongoing and related debts recorded in other payables or bank borrowings - Honghu Hengchang's construction contract dispute with Zhongmin Zhuyou resulted in a court order to pay RMB 28.42 million plus liquidated damages, with Honghu Investment bearing joint and several liability[54] - Honghu Hengchang's construction contract dispute with Zhongrongyu Construction resulted in a court order to pay RMB 15.67 million in construction fees plus liquidated damages, with Honghu Investment bearing joint and several liability[56] - Honghu Hengchang, Honghu Investment, and other co-defendants face a lawsuit initiated by Huicheng Branch, demanding repayment of approximately RMB 36.08 million in outstanding loan balance and interest[56] - Legal proceedings for all cases are ongoing, and the related debts have been included in the Group's liabilities[55][56] China Water Affairs Group Limited and China Water Affairs (Hong Kong) Limited The Company and China Water Affairs (Hong Kong) face a lawsuit initiated by investors demanding the repurchase of Xinzhongshui (Nanjing) equity, involving approximately RMB 22.9 million in repurchase consideration, related interest, and penalties, with a court judgment ordering payment, and parties actively negotiating a settlement - The Company and China Water Affairs (Hong Kong) face a lawsuit initiated by investors demanding the repurchase of Xinzhongshui (Nanjing) equity, involving a total of approximately RMB 22.9 million in repurchase consideration and related interest and penalties[59] - The Shenzhen Qianhai Cooperation Zone People's Court has issued a judgment ordering the Company and China Water Affairs (Hong Kong) to pay the relevant amounts[59] - The parties are actively negotiating settlement arrangements, and the Chinese legal proceedings are ongoing[59] Litigation Related to Finance Lease Agreements Disputes over finance lease agreements between lessees (Changsha Xinzhongshui, Qingyuan Qinghong, Shenzhen Xinzhongshui, and Hainan Kangda) and Sinopharm Leasing involve total outstanding lease payments of approximately RMB 49.88 million, and despite a settlement agreement and court civil mediation statement, lessees failed to repay, leading Sinopharm Leasing to apply for compulsory enforcement, with legal proceedings ongoing - Disputes over finance lease agreements between lessees and Sinopharm Leasing involve total outstanding lease payments of approximately RMB 49.88 million[61] - A settlement agreement was reached and a civil mediation statement issued by the court, but the lessees failed to repay the outstanding amounts, and Sinopharm Leasing has applied for compulsory enforcement[61] - The outstanding lease payments have been recognized as lease liabilities as of June 30, 2025, and legal proceedings are ongoing[61] Litigation Related to Haitong HENGXIN International Financial Leasing Co., Ltd. Multiple indirect non-wholly owned subsidiaries of the Group (Lessees A to F) are involved in finance lease agreement disputes with Haitong Leasing, concerning approximately RMB 69.33 million in unpaid principal and related interest, for which a settlement agreement was reached through court mediation and a civil mediation statement issued, with the unpaid principal recorded as lease liabilities and legal proceedings ongoing - Multiple subsidiaries of the Group are involved in finance lease agreement disputes with Haitong Leasing, concerning a total of approximately RMB 69.33 million in unpaid principal and related interest[63] - A settlement agreement was reached through court mediation, and a civil mediation statement was issued by the court, requiring the lessees to pay the finance lease amounts[63] - The unpaid principal has been recognized as lease liabilities as of June 30, 2025, and legal proceedings are ongoing[63] 18. Comparative Figures The Group has identified waste management and recycling as a separate reportable segment, leading to the reclassification of certain comparative figures, including revenue, cost of sales, and other operating income and expenses, to align with the current period's presentation - Waste management and recycling has been identified as a separate reportable segment, and certain comparative figures have been reclassified[65] 19. Events After the Interim Period Details of events after the interim period are provided in the "Material Events During/After the Interim Period" section - Details of events after the interim period are provided in the "Material Events During/After the Interim Period" section[66] Management Discussion and Analysis Financial Review For the six months ended June 30, 2025, the Group's net loss narrowed to HKD 64.7 million, primarily due to stringent cost control, reduced finance costs, and no significant asset impairment losses, although total revenue and gross profit significantly declined due to the disposal of Yichun Water Group and a downturn in renewable energy business performance - The net loss for the first half of 2025 was HKD 64.7 million, a reduction from HKD 77.3 million in the first half of 2024[67] - Loss attributable to owners of the Company was HKD 59.62 million, a decrease of HKD 19.205 million compared to the same period last year[67][68] - The reduction in loss was primarily due to: (i) stringent cost control measures leading to reduced administrative and selling expenses; (ii) decreased finance costs due to lower loan borrowing levels; (iii) no asset impairment losses during the period; and (iv) the disposal of Yichun Water Group[68] - Total revenue and gross profit were HKD 118 million and HKD 1.67 million, respectively, representing decreases of HKD 198 million and HKD 55.47 million compared to the same period last year, mainly due to the disposal of Yichun Water Group and a downturn in renewable energy business performance[70] - Net other income decreased by HKD 3.07 million to HKD 10.43 million, primarily due to the completion of the disposal of Yichun Water Group in 2024[72] - Selling and distribution expenses and administrative expenses combined decreased by HKD 56.58 million to HKD 52.9 million, mainly attributable to cost control measures and the disposal of Yichun Water Group[73] - The Group's full-time employee headcount decreased from 739 in the first half of 2024 to 369 in the first half of 2025[73] - Share of results of associates turned from a loss of HKD 0.2 million to a gain of HKD 0.56 million, mainly from Ziyang Green Oasis Xinzhongshui Environmental Protection Technology Co., Ltd[74] - Finance costs decreased by HKD 4.71 million to HKD 24.63 million, primarily due to repayment of borrowings during the period, leading to a reduction in overall debt levels[75] - The Group closely monitors foreign exchange risks and may consider hedging measures to mitigate the impact of RMB exchange rate fluctuations against HKD[76] - The Group maintains a conservative cash and financial management policy, funding its operations through internal cash flow, bank credit, and other borrowings[77] - As of June 30, 2025, cash and cash equivalents balance was HKD 44.8 million, net current assets were HKD 218 million, and the current ratio was 1.28 times[78][79] - Total assets decreased by HKD 43.07 million to HKD 2,276.1 million, mainly due to depreciation and amortization expenses recognized during the period[79] - Total liabilities decreased by HKD 98.02 million to HKD 1,166.12 million, primarily due to repayment of bank and other borrowings and finance lease liabilities[96] - The debt-to-asset ratio decreased from 54.51% as of December 31, 2024, to 51.23% as of June 30, 2025[97] Debt Analysis (Thousand HKD) | Debt Type | June 30, 2025 | Proportion (%) | December 31, 2024 | Proportion (%) | | :--- | :--- | :--- | :--- | :--- | | By Maturity: | | | | | | Repayable within 1 year | 249,737 | 47.84 | 244,908 | 43.50 | | Repayable after 1 year | 272,243 | 52.16 | 318,142 | 56.50 | | Total Bank and Other Loans | 521,980 | 100 | 563,050 | 100 | | By Loan Category: | | | | | | Secured | 437,605 | 83.84 | 447,050 | 79.40 | | Unsecured | 84,375 | 16.16 | 116,000 | 20.60 | | Total Bank and Other Loans | 521,980 | 100 | 563,050 | 100 | | By Interest Category: | | | | | | Fixed Rate | 434,809 | 83.30 | 459,617 | 81.63 | | Floating Rate | 54,092 | 10.36 | 72,980 | 12.96 | | Interest-Free | 33,079 | 6.34 | 30,453 | 5.41 | | Total Bank and Other Loans | 521,980 | 100 | 563,050 | 100 | - Other loans include HKD 20.11 million in 6% coupon unlisted bonds and HKD 54.5 million in loans from related companies[99][100] - Trade and other payables decreased by HKD 12.9 million to HKD 372.85 million, primarily due to the settlement of trade payables during the interim period[101] Business Review The Group's business is divided into six segments: water supply, wastewater treatment, construction services, renewable energy, property investment and development, and waste management and recycling; in the first half of 2025, water supply operations ceased, wastewater treatment and renewable energy revenues significantly declined, but waste management and recycling revenue increased, resulting in an overall substantial decrease in revenue and gross profit Financial Performance by Segment (Million HKD) | Segment | 2025 Revenue | 2024 Revenue | Revenue Change | 2025 Gross Profit/(Loss) | 2024 Gross Profit/(Loss) | Gross Profit Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Water Supply Business | 0.00 | 53.09 | (53.09) | 0.00 | 16.28 | (16.28) | | Wastewater Treatment Business | 27.93 | 46.44 | (18.51) | 13.23 | 18.18 | (4.95) | | Construction Services Business | 0.06 | 92.38 | (92.32) | (0.88) | 20.20 | (21.08) | | Subtotal | 27.99 | 191.91 | (163.92) | 12.35 | 54.66 | (42.31) | | Development and Sale of Renewable Energy Business | 58.56 | 100.28 | (41.72) | (16.86) | (4.76) | (12.10) | | Property Development | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | | Waste Management and Recycling | 31.50 | 23.86 | 7.64 | 6.18 | 7.23 | (1.05) | | Total | 118.05 | 316.05 | (198.00) | 1.67 | 57.13 | (55.46) | - Water Supply Business: Following the disposal of Yichun Water Group in September 2024, the Group is no longer involved in water supply operations in China[103] - Wastewater Treatment Business: In the first half of 2025, revenue and gross profit were HKD 27.93 million and HKD 13.23 million, respectively, representing decreases of HKD 18.51 million and HKD 4.95 million compared to the same period last year, primarily due to the disposal of Yichun Water Group; excluding the impact of the disposal, revenue and gross profit increased by HKD 4.97 million and HKD 3.26 million, respectively, mainly due to increased wastewater treatment fees after the upgrade and renovation of the Jining Haiyuan project[105][106] - Wastewater Treatment Infrastructure Construction Services: In the first half of 2025, revenue and gross loss were HKD 0.06 million and HKD 0.88 million, respectively, a significant decrease from the same period last year, mainly due to the disposal of Yichun Water Group, completion of wastewater treatment plant upgrades, and reduced construction activities[108][109] - Development and Sale of Renewable Energy Business: In the first half of 2025, revenue and gross loss were HKD 58.56 million and HKD 16.86 million, respectively, with revenue decreasing by HKD 41.72 million and gross loss widening by HKD 12.10 million compared to the same period last year, primarily due to a reduction in the number of operating landfills and decreased grid-connected electricity generation as local incineration projects came online[110][111] - Property Investment and Development: As of June 30, 2025, the number of property projects decreased from four to two, located in Nanjing and Huizhou, with a total land area of approximately 56,884 square meters; the carrying amount of the Nanjing property project increased to HKD 177.76 million, mainly due to the appreciation of RMB against HKD[115][116] - Waste Management and Recycling: In the first half of 2025, revenue was HKD 31.50 million and gross profit was HKD 6.18 million, representing an increase in revenue of HKD 7.64 million and a decrease in gross profit of HKD 1.05 million compared to the same period last year; the revenue growth was mainly driven by the food waste contract which commenced operations in March 2024[118][119] Material Events During the Review Period During the review period, the Group completed fundraising activities, including a rights issue and placing of new shares, raising a net total of approximately HKD 102.7 million, primarily for debt repayment and general working capital, while also actively expanding into overseas markets by signing MOUs for landfill gas power generation management projects with several local governments in Indonesia Fundraising Activities The Group raised a net total of approximately HKD 102.7 million through a rights issue and placing of new shares, with the rights issue raising HKD 90.1 million primarily for debt repayment (HKD 68 million), biomass gas project investment (HKD 15 million), and general working capital (HKD 7.1 million), and the placing raising HKD 12.6 million mainly for debt repayment (HKD 10 million) and general working capital (HKD 2.6 million) - The Company completed a rights issue on January 22, 2025, issuing 287,360,964 rights shares and raising net proceeds of approximately HKD 90.1 million[120][123] - The net proceeds from the rights issue were primarily used for debt repayment (HKD 68 million), investment in biomass gas projects (HKD 15 million), and general working capital (HKD 7.1 million)[123] - On June 5, 2025, the Board resolved to use the remaining HKD 15 million of net proceeds from the rights issue to repay outstanding liabilities[125] - The Company completed a placing of new shares on June 16, 2025, placing 57,472,000 placing shares and raising net proceeds of approximately HKD 12.6 million[126] - The net proceeds from the placing were primarily used for debt repayment (HKD 10 million) and general working capital (HKD 2.6 million)[126] Memoranda of Understanding for Potential Overseas Projects The Group is actively expanding into overseas markets, having signed multiple Memoranda of Understanding with the Semarang Regency Government, Sidoarjo Regency Government, and Pekanbaru City Government in Indonesia for potential cooperation projects involving landfill management, landfill gas power generation systems, and food waste treatment, marking a crucial step in its overseas renewable energy market strategy - The Company signed a Memorandum of Understanding with the Semarang Regency Government in Indonesia, involving landfill management, landfill gas power generation, operation, and leachate treatment[129] - The Company signed a Memorandum of Understanding with the Sidoarjo Regency Government in Indonesia, involving cooperation on landfill gas power generation systems[129] - The Company signed a Memorandum of Understanding with the Pekanbaru City Government in Indonesia, involving a landfill gas power generation management project at the Muara Fajar landfill[129] - These Memoranda of Understanding represent significant achievements for the Group in promoting and expanding its landfill and landfill gas power generation businesses in overseas markets[129] Other Information During the review period, the Group had no significant investments, acquisitions, or disposals of subsidiaries, while contingent liabilities significantly decreased, assets were pledged primarily for finance lease debts, bank loans, and other loans, employee numbers reduced due to cost control measures, but remuneration policies remained competitive, board members saw changes, no share options were granted under the share option scheme, and the company maintained sufficient public float - The Group held no significant equity investments in any other companies and made no significant acquisitions or disposals of subsidiaries and associates during the review period[130][131] - As of June 30, 2025, the Group's contingent liabilities were HKD 0.01 million, a significant decrease from HKD 0.47 million as of December 31, 2024[132] - A total of HKD 569.25 million in the Group's finance lease debts, bank loans, and other loans are secured by property, plant and equipment, right-of-use assets, investment properties, contractual rights, and equity interests in subsidiaries[136] - Certain bank deposits of HKD 20.33 million were pledged to banks to secure HKD 21 million in bank facilities[134] - The Group's employee headcount decreased from 739 as of June 30, 2024, to 369 as of June 30, 2025, primarily due to the closure of landfills and the disposal of Yichun Water Group[137] - Total employee benefit expenses significantly decreased to HKD 31.88 million from HKD 85.31 million in the first half of 2024[137] - The composition of the Nomination Committee changed: Mr. Zhu Yongjun ceased to be Chairman and member, Mr. Wong Siu Keung was re-designated as Chairman, and Ms. Zhu Yanyan was appointed as a member[138][140] - As of June 30, 2025, no share options were granted under the new share option scheme[142] - At least 25% of the Company's issued share capital is held by the public, ensuring sufficient public float[144] Corporate Governance The Company has complied with the Corporate Governance Code in Appendix C1 of the Listing Rules throughout the interim period, except for the non-segregation of the roles of Chairman and Chief Executive Officer, though the Board believes adequate safeguards are in place, and directors and senior management adhere to the Model Code for Securities Transactions, with no purchases, sales, or redemptions of the Company's listed securities during the period - The Company has complied with the Corporate Governance Code in Appendix C1 of the Listing Rules throughout the interim period, except for the non-segregation of the roles of Chairman and Chief Executive Officer[145] - The Board believes that adequate safeguards are in place to ensure sufficient balance of power within the Board, but it still requires time to identify a suitable Chief Executive Officer[145] - All Directors and senior management have complied with the Model Code for Securities Transactions as set out in Appendix C3 of the Listing Rules[146] - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period[147] Other Information The Audit Committee has reviewed the Group's accounting principles, internal controls, and financial reporting matters, the directors do not recommend an interim dividend, and the interim results announcement has been published on the company's and the Stock Exchange's websites - The Audit Committee has reviewed the Group's accounting principles, internal controls, and financial reporting matters, including the unaudited interim financial statements for the six months ended June 30, 2025[148] - The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025[149] - The interim results announcement has been published on the Company's website and the Stock Exchange's website[150] Outlook The Group faces a challenging operating environment, particularly with substantial accounts receivable, but will seek breakthroughs through "cost reduction, efficiency improvement, and optimization for transformation" and a "dual-driven" strategy, focusing on resolving accounts receivable, accelerating overseas expansion, optimizing the Xinzhongshui segment, consolidating its environmental protection foothold in Hong Kong, deepening integrated water treatment, exploring agricultural sector breakthroughs, and strengthening internal management and financing capabilities Business Review (Outlook) The Group faces immense financial pressure from substantial accounts receivable, especially for electricity subsidies and wastewater treatment fees, and to address these challenges, the Group will implement a "dual-driven" strategy: stabilizing existing markets while exploring diversified business models, and vigorously expanding into overseas markets like Southeast Asia to export biomass gas technology and operational expertise - The Group faces a massive accounts receivable problem, particularly with outstanding electricity subsidy receivables totaling RMB 651 million, with no subsidies received in the first half of 2025, causing immense pressure on cash flow[151] - Government arrears are prominent in the traditional water affairs sector, with outstanding pipeline fees in Gaoming District and unresolved long-term receivables from Jining Haiyuan and Haisheng Water Co., Ltd[151] - The Group will implement a "dual-driven" strategy: first, stabilizing existing markets and exploring diversified business models (e.g., new integrated water treatment technologies, co-processing of food waste); second, vigorously expanding into overseas markets such as Southeast Asia to export biomass gas technology and operational service experience[152] - The Hong Kong environmental protection sector achieved counter-cyclical growth, with stable and increasing glass recycling volumes, successful bulk export of glass cullet to Malaysia, and active exploration of glass resource utilization demonstration projects in the Guangdong-Hong Kong-Macao Greater Bay Area[153][154] - The integrated water treatment sector saw improved performance, contributing cash flow, and enhanced core competitiveness through qualification upgrades and patent reserves; it successfully entered the sustainable aviation fuel wastewater treatment field and deepened organic solid waste treatment cooperation with Zhejiang Energy Group[156][157] - In the overseas sector, with Shengce Investment Co., Ltd. as the core strategic direction, joint ventures for Semarang and Pekanbaru projects in Indonesia have passed judicial review, and the Sidoarjo project has initiated feasibility studies; projects in the Philippines and UAE are also actively progressing[159][160] - The water affairs sector maintains stable operations with high water quality compliance, but government arrears remain the biggest pain point, prompting the establishment of a special task force to collect outstanding payments and consider government buyback or asset disposal plans[161][162] - The Xinzhongshui biogas power generation sector focuses on refined operations and technological upgrades, with 23 landfill gas power generation projects and 1 purification project operating stably, but electricity subsidy payments are severely delayed, with outstanding receivables totaling RMB 651 million[163] - The engineering construction sector (Lisai) provides technical and execution support for the Group's core businesses and fully cooperates with the Group's overseas business unit, offering engineering technical support for key overseas projects in Indonesia, the Philippines, and the UAE[164] - In the industry-city integration sector, property management at Nanjing Space Big Data Industrial Park has improved efficiency, with occupancy rates expected to reach 85% by year-end; the Huizhou Honghu Blue Valley Smart Plaza project faces dual pressures from industry adjustments and its own debt risks[165] Future Outlook: Turning Pressure into Motivation, Focusing on Core, Breaking Through Innovation Looking ahead to the second half, the Group will prioritize resolving the accounts receivable crisis to ensure cash flow, steadfastly advance its "China Biomass Gas Operator" strategy, accelerate overseas expansion, optimize the Xinzhongshui segment, consolidate its environmental protection foothold in Hong Kong, deepen integrated water treatment, seek breakthroughs in the agricultural sector, and strengthen internal management and financing capabilities to meet challenges and seize green transformation opportunities - Prioritize the collection of substantial outstanding electricity subsidies and wastewater treatment fees in the second half of the year, establish a high-level special task force, and pragmatically evaluate and advance government buyback or asset disposal plans[166] - Steadfastly advance the core strategy of "China Biomass Gas Operator," accelerate overseas expansion, and promote the formal signing and implementation of key contracted projects in Indonesia (Semarang, Pekanbaru, Sidoarjo)[167] - Optimize and strengthen the Xinzhongshui segment, closely monitor subsidy policy trends, deeply explore carbon asset value, and explore a "biogas power generation + agricultural organic waste" co-processing model[167] - Consolidate Hong Kong's environmental protection foothold, support the deepening of local glass resource operations in Hong Kong, and use Southeast Asia as a breakthrough to substantially implement technology export and resource integration projects[167] - The integrated water treatment segment will continue to deeply cultivate industrial wastewater and organic solid waste, strengthen customized technology and project execution capabilities, and focus on breaking through the innovative application verification and commercialization of membrane technology[168] - Seek breakthroughs in the agricultural sector, strictly control risks, ensure stable operation of the Huoqiu project, and actively seek effective partners for the Boli project[168] - The Group will actively expand financing channels and enhance financing capabilities, including issuing new shares and obtaining bank loan financing[169] - Strengthen internal management, optimize organizational structure and processes, improve operational efficiency and cost control capabilities, and enhance talent team building[169] Acknowledgements Mr. Zhu Yongjun, Chairman and Executive Director of the Board, extends heartfelt gratitude on behalf of the Board to investors, financial institutions, and all employees, affirming the Group's continued commitment to maintaining existing businesses and actively expanding new ones in the second half of the year - Mr. Zhu Yongjun, Chairman and Executive Director of the Board, extends heartfelt gratitude on behalf of the Board to investors, financial institutions, and all employees[171] - The Group will continue to dedicate itself to maintaining existing businesses and actively expanding new ones in the second half of the year[171]