Company Overview True Partner Capital, established in 2010, is a professional hedge fund manager specializing in global volatility trading across liquid markets using a 3-T model and proprietary technology Company Profile and Business Model True Partner Capital, established in 2010, is a hedge fund manager specializing in global volatility trading across liquid markets using a 3-T model and proprietary technology - Established in 2010 by a team of former market makers, the company specializes in volatility trading in liquid markets, primarily focusing on equity index futures, options, and exchange-traded funds (ETFs)4 - Employs a "3-T model" combining advanced technology, an experienced team, and professional trading strategies to achieve global, round-the-clock trading4 - The company benefits from proprietary technology, including a suite of models and tools that shape its trading approach, and leverages a scalable investment platform for potential growth opportunities in adjacent market segments4 Financial Summary and Performance Overview For H1 2025, the Group's total revenue decreased by 5% to HKD 4,784 thousand, while operating loss and loss attributable to owners significantly narrowed, and its relative value volatility strategy achieved a 6.3% positive return Selected Financial Summary For the six months ended June 30, 2025, total revenue decreased by 5% to HKD 4,784 thousand, while operating loss and loss attributable to owners significantly narrowed Selected Financial Summary (For the six months ended June 30) | Metric | H1 2025 (Thousand HKD) | H1 2024 (Thousand HKD) | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | 4,784 | 5,026 | (5)% | | Revenue from Managed Funds | 3,549 | 3,534 | 0% | | Consulting Service Revenue | 1,310 | 840 | 56% | | Net Trading Gain/(Loss) | (75) | 652 | (112)% | | Gross Profit | 4,268 | 4,547 | (6)% | | Operating Loss | (15,923) | (26,611) | (40)% | | Loss Attributable to Owners of the Company | (15,967) | (26,871) | (41)% | | Total Comprehensive Loss | (14,393) | (27,234) | (47)% | | Loss Per Share (HK cents) — Basic and Diluted | (3.86) | (6.72) | (43)% | Selected Business and Financial Highlights Global equity markets rebounded in H1 2025, with volatility creating trading opportunities, leading to a 6.3% positive return for the Group's relative value volatility strategy - In the first half of 2025, global equity markets rebounded, with the MSCI World Index rising by 6.8% and the Bloomberg Global Aggregate Government Bond Index rising by 2.3%7 - Implied volatility indicators showed little overall change or a slight increase, but fluctuations within the first half created trading opportunities, particularly a 5.3% rise in the Group's relative value strategy in April7 - Realized volatility (daily actual volatility of equity indices) increased compared to the second half of 2024, creating a more favorable trading environment9 - The Group's relative value volatility strategy recorded a 6.3% positive return in the first half of 2025 and achieved a 12.0% return for the 12 months ended June 30, 2025, outperforming broad hedge fund indices and several volatility hedge fund indices911 Business and Market Review The Group, a global fund manager focused on volatility trading, saw its relative value strategy achieve a 6.3% positive return in H1 2025, despite a decrease in AUM to USD 474 million, while actively adapting to market changes and enhancing technology Business Review The Group is a global fund management company specializing in volatility trading in liquid markets, primarily implementing global relative value volatility strategies through managed funds and accounts, supported by a proprietary trading platform - The Group is a fund management group based in Hong Kong, Europe, and the United States, with its business focused on volatility trading in liquid markets24 - Primarily manages funds and managed accounts on a discretionary basis, utilizing global relative value volatility strategies and other volatility strategies24 - Trading decisions are supported by an internal proprietary trading platform designed for specific trading methods, enabling real-time pricing, quantitative comparison, risk management, and rapid trade execution24 Market Environment Global equity and bond markets grew in H1 2025, with stable implied volatility but increased realized volatility, creating a favorable environment for the Group's trading - The MSCI World Total Return USD Hedged Index rose by 6.8% during the reporting period, and the Bloomberg Global Aggregate Government Bond USD Hedged Index rose by 2.3%26 - Popular indicators measuring in-the-money implied volatility showed little overall change or a slight increase during the reporting period, but fluctuations within the first half created trading opportunities26 - Realized volatility (daily actual volatility of equity indices) increased compared to the second half of 2024 and showed significant differences compared to the first half of 2024, creating a more favorable trading environment27 Investment Performance The Group's relative value volatility strategy achieved a 6.3% positive return in H1 2025 and 12.0% over 12 months, outperforming hedge fund indices, with True Partner Fund recognized for superior returns since 2011 - The Group's relative value volatility strategy recorded a 6.3% positive return in the first half of 2025 and achieved a 12.0% return for the 12 months ended June 30, 20252930 - This strategy outperformed broad hedge fund indices, relative value volatility hedge fund indices, long volatility hedge fund indices, short volatility hedge fund indices, and tail risk hedge fund indices30 - True Partner Fund received the Hedge Fund Journal "Best Performing Fund for 2024 and Two Years" award and was nominated for the "With Intelligence HFM APAC Performance Awards 2025"3233 - Since its inception in July 2011, True Partner Fund's returns and alpha values have been higher than broad hedge fund indices and other volatility hedge fund indices34 Assets Under Management As of June 30, 2025, AUM decreased to USD 474 million from USD 512 million year-on-year, mainly due to client portfolio adjustments and market challenges Assets Under Management (Million USD) | Date | AUM (Million USD) | | :--- | :--- | | June 30, 2025 | 474 | | December 31, 2024 | 501 | | June 30, 2024 | 512 | - The decrease in AUM was primarily driven by portfolio adjustments by investors in some of the Group's products, influenced by changes in their own asset management39 AUM Breakdown by Product Category (Million USD) | Product Category | June 30, 2025 (Million USD) | December 31, 2024 (Million USD) | June 30, 2024 (Million USD) | | :--- | :--- | :--- | :--- | | Fund Vehicles | 46 | 43 | 87 | | Managed Accounts | 428 | 459 | 426 | Business Development Activities The Group adapted to post-pandemic challenges by expanding digital engagement and successfully launched two new managed account strategies with a combined USD 77 million AUM - The Group successfully adapted to the COVID-19 and post-COVID-19 environment by expanding digital content offerings and leveraging technology to interact with global investors40 - The team actively engaged with investors and potential clients through webinars, one-on-one online meetings, and company communications, receiving positive media coverage from outlets like Bloomberg41 - In the second half of 2024 and the first half of 2025, the Group launched two new managed account investment strategies with institutional investors, with a combined Assets Under Management of USD 77 million134445 - The Group is actively seeking potential additional investors for these new strategies and is considering launching a commingled fund version1345 Technology Development In H1 2025, the Group optimized global data center deployment, enhanced cybersecurity, improved core proprietary systems, and completed the Hong Kong office relocation - Optimized the deployment and connectivity of global data centers to enhance cost-effectiveness while maintaining redundancy and stability46 - Implemented multiple third-party hardware, software, and network solution upgrades, significantly enhancing cybersecurity resilience46 - The development team focused on maintaining and progressively improving key elements of core proprietary systems, including enhancements to front-end applications and backtesting environments46 Market Outlook and Strategy US equity valuations are near historical peaks with high earnings growth expectations, while policy uncertainties and low implied volatility suggest future attractive volatility trading opportunities and a need for adaptive investor strategies Macroeconomic Observations The S&P 500 saw 25%+ returns in 2024, while 2025 brought initial market uncertainty from new US government policies, followed by recovery due to easing measures - In 2024, the S&P 500 Index recorded total returns exceeding 25% for the second consecutive year, with investors pricing in potentially market-friendly policies47 - After the new US government took office in 2025, proposed tariffs and plans to repatriate some labor caused market uncertainty, but subsequent government easing measures led to a recovery in global markets from earlier lows48 Valuation Analysis US equity valuations are near historical peaks, with a cyclically adjusted P/E ratio of 41x, driven by high earnings growth expectations from "Magnificent Seven" and AI optimism, but AI capital expenditure may increase competition - US equities' cyclically adjusted price-to-earnings ratio is close to 41x, placing it in the 98th percentile of observations since 1900, near historical peaks49 - Market expectations for future earnings growth are high, primarily stemming from the "Magnificent Seven" stocks and optimism surrounding artificial intelligence54 - Increased capital expenditure related to artificial intelligence could lead to more competition and a higher likelihood of oversupply, impacting future profits54 - US market breadth narrowed in the first half of 2025, with the top 10 stocks accounting for over one-third of the S&P 500's market capitalization, and small and mid-cap companies underperforming large-cap stocks55 Policy Impact: Trump 2.0 The Trump 2.0 administration rapidly advanced policies like the "Big and Beautiful Bill" tax cuts, increasing federal deficit, with ideologically driven appointments and policies like tariffs potentially raising inflation and reducing labor supply - The Trump 2.0 administration has rapidly advanced its policy agenda, including the "Big and Beautiful Bill" tax cut plan, projected to increase the federal deficit by USD 3.4 trillion over the next decade (or USD 5 trillion if temporary tax relief provisions are extended)60 - Government appointments clearly favor individuals loyal to the administration, removing checks and balances typically provided by traditional appointments, potentially leading to more ideologically driven policies6061 - Key elements of the Trump agenda are likely to be inflationary, particularly the imposition of tariffs and the deportation of undocumented immigrants, which could raise domestic prices and reduce labor supply62 - Markets and consumers are beginning to worry about economic conditions, with a significant rise in breakeven inflation rates and a notable decline in the University of Michigan Consumer Sentiment Index62 Impact on Equity Markets US equity valuations are high, with 91% of fund managers deeming the market overvalued and "Magnificent Seven" as the most crowded trade, prompting diversification into outperforming non-US markets like China - 91% of fund managers believe US equities are overvalued, the highest level since April 2001, with the most crowded trade being long the "Magnificent Seven"63 - The US accounts for 65% of the MSCI All Country World Index (75% of the MSCI World Index), and the risk of underperforming the benchmark is a concern for many portfolio managers63 - Non-US markets, including Europe and China, have performed well since early 2025. China's equity market trades at lower prices than other major markets, and authorities are implementing coordinated fiscal and monetary stimulus measures6367 Volatility Market Risk Pricing Volatility market pricing shows 1-month at-the-money implied volatility below long-term averages despite rising downside risks, but increased realized volatility in H1 2025 offers hedging opportunities - Volatility market pricing indicates that 1-month at-the-money implied volatility for almost all indices is below long-term averages, despite increasing market downside risks69 - Realized volatility in the first half of 2025 significantly increased compared to the past few years, which could be an interesting entry point for hedging69 - The company believes that the combination of near-peak equity valuations, significant policy uncertainty, and low implied volatility is unlikely to persist, anticipating attractive volatility trading opportunities in the future70 Potential Investor Solutions Investors need adaptive strategies; the Group suggests volatility strategies, including tail risk protection and relative value volatility, to add value and diversify, especially during market downturns and rising volatility - Investors require portfolios capable of adapting to changing market environments, and increasing tail risk protection is an attractive option designed to provide strong returns during significant market downturns72 - The Group's relative value volatility strategy can serve as an important diversification factor, often performing best during periods of rising volatility and disruptive shocks, and exhibiting a negative correlation with equities73 - The Group believes the current environment presents an opportunity for investors to reconsider their portfolio construction and long-term asset allocation, potentially benefiting alternative diversification tools such as hedge funds and volatility trading strategies74 Use of Proceeds and Financial Performance Analysis The Company extended the utilization timeline for HKD 104 million net listing proceeds to December 2025, while HKD 7.3 million from a recent subscription was used for working capital, as revenue decreased by 4% and general and administrative expenses significantly reduced Use of Proceeds from Listing The Company raised HKD 104 million net proceeds from its 2020 listing, with the utilization timeline for remaining funds extended to December 31, 2025, due to market conditions and recruitment delays - The Company's shares were listed on October 16, 2020, raising net proceeds of approximately HKD 104 million75 Utilization of Net Proceeds from Listing (As of June 30, 2025) | Item | Actual Net Proceeds (Thousand HKD) | Amount Utilized (Thousand HKD) | Balance (Thousand HKD) | Expected Timeline | | :--- | :--- | :--- | :--- | :--- | | Business Expansion: | | | | | | Hong Kong | 26,403 | 6,297 | 20,106 | Before December 31, 2025 | | Amsterdam, Netherlands | 20,610 | 17,009 | 3,601 | Before December 31, 2025 | | London, UK | 10,711 | 6,663 | 4,048 | Before December 31, 2025 | | Chicago, USA | 8,216 | 1,373 | 6,843 | Before December 31, 2025 | | Business expansion through obtaining an investment firm license from the Dutch Authority for the Financial Markets | 5,403 | 1,958 | 3,445 | Before December 31, 2025 | | Enhancement of IT Systems | 22,302 | 16,083 | 6,219 | Before December 31, 2025 | | Sales and Marketing | 2,745 | 2,745 | – | Before December 31, 2025 | | Investment in Funds Managed by the Group | 7,610 | – | 7,610 | Before December 31, 2025 | | Total | 104,000 | 52,128 | 51,872 | | - The expected timeline for utilizing the remaining unutilized net proceeds from the listing has been extended from June 30, 2023, to December 31, 2025, primarily due to recruitment delays and unfavorable market conditions798081 Use of Proceeds from Subscription The Company completed a December 2024 subscription, issuing 19,500,000 new shares and raising HKD 7.3 million net proceeds for general working capital, aligning with planned usage - The Company entered into a subscription agreement with True Partner International Limited on December 27, 2024, to issue 19,500,000 new shares at a subscription price of HKD 0.400 per share77 - The subscription was completed on February 24, 2025, raising net proceeds of approximately HKD 7.3 million77 - The net proceeds are primarily used to increase the Group's general working capital to cover general operating expenses, including salaries, professional fees, office administrative expenses, and other general expenses for maintaining existing operations78 Utilization of Net Proceeds from Subscription (As of June 30, 2025) | Item | Actual Net Proceeds (Thousand HKD) | Amount Utilized (Thousand HKD) | Balance (Thousand HKD) | Expected Timeline | | :--- | :--- | :--- | :--- | :--- | | Strengthening General Working Capital: | | | | | | Salaries | 4,234 | 2,458 | 1,776 | Before December 31, 2025 | | Professional Fees | 657 | 412 | 245 | Before December 31, 2025 | | Office Administrative Expenses | 1,168 | 254 | 914 | Before December 31, 2025 | | Other General Expenses for Maintaining Existing Operations | 1,241 | 344 | 897 | Before December 31, 2025 | | Total | 7,300 | 3,468 | 3,832 | | Financial Review Revenue decreased by 4% to HKD 4.8 million due to product changes and reduced AUM, while gross profit fell 6% to HKD 4.3 million, and general and administrative expenses significantly decreased by 34% to HKD 20.9 million - Revenue for the reporting period was HKD 4.8 million, a decrease of approximately 4% compared to the same period in 2024, primarily due to reduced revenue from funds and managed accounts resulting from changes in product structure116 - Gross profit was HKD 4.3 million, a 4% decrease compared to the same period in 2024, mainly due to a reduction in average revenue per unit of Assets Under Management117 - General and administrative expenses were HKD 20.9 million, a 34% decrease compared to the same period in 2024, primarily from reduced staff costs, professional, and administrative expenses, as the Group actively reviewed its operations and implemented headcount reductions and efficiency adjustments118 - Share of results of associates was HKD 0, as the Group disposed of its entire interest in Zhejiang Honglanmu Investment Management Co., Ltd. in October 2024119 Unaudited Condensed Consolidated Financial Statements For H1 2025, the Group's loss significantly narrowed to HKD 15,967 thousand, with net current assets and total equity at HKD 38,691 thousand, and net cash used in operating activities at HKD 11,876 thousand Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's loss significantly narrowed to HKD 15,967 thousand, with total revenue at HKD 4,784 thousand and reduced general and administrative expenses Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Metric | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 4,784 | 5,026 | | Other Income and Gains | 687 | 567 | | Direct Costs | (516) | (479) | | Net Gains/(Losses) from Financial Assets at Fair Value Through Profit or Loss | – | 198 | | General and Administrative Expenses | (20,878) | (31,725) | | Finance Costs | (3) | (36) | | Share of Results of Associates | – | (329) | | Loss Before Income Tax | (15,926) | (26,778) | | Income Tax Expense | (41) | (93) | | Loss for the Period Attributable to Owners of the Company | (15,967) | (26,871) | | Other Comprehensive Income/(Loss) | 1,573 | (363) | | Total Comprehensive Loss for the Period Attributable to Owners of the Company | (14,394) | (27,234) | | Loss Per Share (HK cents) — Basic and Diluted | (3.86) | (6.72) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, net current assets and total equity decreased to HKD 38,691 thousand, with cash and cash equivalents falling to HKD 16,458 thousand Condensed Consolidated Statement of Financial Position (As of June 30) | Metric | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Current Assets | | | | Derivative Financial Assets | 321 | 577 | | Trade Receivables | 2,643 | 2,540 | | Other Receivables | 1,847 | 3,121 | | Deposits with Brokers | 7,117 | 12,786 | | Tax Recoverable | 1,102 | 1,143 | | Fixed Bank Deposits | 12,770 | 112 | | Cash and Cash Equivalents | 16,458 | 32,475 | | Total Current Assets | 42,258 | 52,754 | | Assets Classified as Held for Sale | 470 | 470 | | Total Current Assets | 42,728 | 53,224 | | Current Liabilities | | | | Accrued Expenses and Other Payables | 3,883 | 6,775 | | Derivative Financial Liabilities | 154 | 311 | | Lease Liabilities | – | 353 | | Total Current Liabilities | 4,037 | 7,439 | | Net Current Assets | 38,691 | 45,785 | | Total Equity | 38,691 | 45,785 | Condensed Consolidated Statement of Changes in Equity Total equity attributable to owners decreased to HKD 38,691 thousand by June 30, 2025, due to period loss and exchange reserve changes, partially offset by HKD 7,300 thousand from new share subscriptions Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Item | Share Capital (Thousand HKD) | Share Premium (Thousand HKD) | Group Reorganization Reserve (Thousand HKD) | Exchange Fluctuation Reserve (Thousand HKD) | Capital Reserve (Thousand HKD) | Retained Profits/(Accumulated Losses) (Thousand HKD) | Total (Thousand HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | As of January 1, 2024 (Audited) | 4,000 | 153,074 | 1,145 | (585) | (1,093) | (61,281) | 95,260 | | Loss for the period | – | – | – | – | – | (26,871) | (26,871) | | Other comprehensive loss | – | – | – | (363) | – | – | (363) | | As of June 30, 2024 (Unaudited) | 4,000 | 153,074 | 1,145 | (948) | (1,093) | (88,152) | 68,026 | | As of January 1, 2025 (Audited) | 4,000 | 153,074 | 1,145 | (1,554) | (1,093) | (109,787) | 45,785 | | Loss for the period | – | – | – | – | – | (15,967) | (15,967) | | Other comprehensive income | – | – | – | 1,573 | – | – | 1,573 | | Subscription of new shares | 195 | 7,105 | – | – | – | – | 7,300 | | As of June 30, 2025 (Unaudited) | 4,195 | 160,179 | 1,145 | 19 | (1,093) | (125,754) | 38,691 | Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash used in operating activities was HKD 11,876 thousand, net cash used in investing activities was HKD 12,657 thousand, and net cash from financing activities was HKD 6,944 thousand Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Net cash used in operating activities | (11,876) | (28,539) | | Net cash used in investing activities | (12,657) | (18,290) | | Net cash generated from/(used in) financing activities | 6,944 | (711) | | Net decrease in cash and cash equivalents | (17,589) | (47,540) | | Cash and cash equivalents at beginning of period | 32,475 | 66,048 | | Effect of foreign exchange rate changes | 1,572 | (389) | | Cash and cash equivalents at end of period | 16,458 | 18,119 | - Net cash generated from financing activities primarily resulted from HKD 7,300 thousand from the subscription of new shares89 Notes to the Financial Statements The notes detail the Company's Cayman Islands incorporation, fund management business, accounting policies, segment revenue, and provide breakdowns for financial statement items, including a narrowed loss before tax and changes in share capital Company Information The Company, incorporated in the Cayman Islands, is an investment holding company engaged in fund management, derivatives trading, and consulting services, listed on GEM of the HKEX since October 2020 - The Company is a limited liability company incorporated in the Cayman Islands, with its principal business being investment holding90 - The Group is principally engaged in fund management business, derivatives trading, and providing consulting services90 - The Company's shares were listed on GEM of The Stock Exchange of Hong Kong Limited on October 16, 202091 Basis of Preparation and Accounting Policies The unaudited condensed consolidated financial statements are prepared under HKAS 34 and GEM Listing Rules, consistent with prior accounting policies, with no significant impact from new standards - The unaudited condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the GEM Listing Rules of the Stock Exchange92 - The accounting policies adopted in the preparation are consistent with those used in the preparation of the Group's consolidated financial statements for the year ended December 31, 2024, except for the adoption of new standards and interpretations effective from January 1, 2024, which had no significant impact92 - The unaudited condensed consolidated financial statements have not been audited by the Company's auditor but have been reviewed by the Company's audit committee93 Segment Information The Group operates primarily in Hong Kong, with trading offices in Chicago and the Netherlands, generating HKD 3,143 thousand and HKD 1,641 thousand in revenue from these regions respectively - The Group's primary operating location is Hong Kong, with trading offices in Chicago and the Netherlands to maximize trading opportunities across different global equity markets94 Geographical Information of Revenue (For the six months ended June 30) | Region | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Hong Kong | 3,143 | 3,412 | | Chicago | 1,641 | 1,614 | | Total | 4,784 | 5,026 | Revenue Information from Major Clients (For the six months ended June 30) | Client | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Client A | 1,908 | 1,191 | | Client B | 1,641 | 1,321 | | Client C | – | 729 | Revenue The Group's revenue primarily comprises management fees (HKD 2,867 thousand), performance fees (HKD 682 thousand), and consulting service income (HKD 1,310 thousand) for the six months ended June 30, 2025 Revenue Analysis (For the six months ended June 30) | Revenue Source | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Revenue from Funds and Managed Accounts | | | | Management fee income | 2,867 | 3,534 | | Performance fee income | 682 | – | | Subtotal | 3,549 | 3,534 | | Revenue from Consulting Services | 1,310 | 840 | | Subtotal | 4,859 | 4,374 | | Other sources: Net (Loss)/Gain from Derivative Instruments | (75) | 652 | | Total Revenue | 4,784 | 5,026 | Timing of Revenue Recognition (For the six months ended June 30) | Timing of Recognition | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | At a point in time | 1,310 | 840 | | Over time | 3,549 | 3,534 | | Total | 4,859 | 4,374 | Loss Before Income Tax Loss before income tax narrowed to HKD 15,926 thousand for the six months ended June 30, 2025, primarily due to reduced staff benefits, auditor's remuneration, short-term lease expenses, and exchange losses Loss Before Income Tax is Arrived at After Charging (For the six months ended June 30) | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Auditor's remuneration | 550 | 568 | | Short-term lease expenses | 688 | 720 | | Staff benefits (including directors' emoluments) | 11,693 | 18,494 | | Exchange losses | 71 | 451 | | Management fee expenses recognized as direct costs | 516 | 479 | | Interest expense on lease liabilities | 3 | 36 | Income Tax Expense Income tax expense decreased to HKD 41 thousand for the six months ended June 30, 2025, with no tax in Cayman Islands, Hong Kong entities taxed at 8.25% or 16.5%, and no provision for other entities Income Tax Expense (For the six months ended June 30) | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Current tax — Hong Kong | 41 | 93 | - The Group is not subject to income tax in the Cayman Islands102 - Hong Kong entities are subject to profits tax at a rate of 8.25% or 16.5%102 - No tax provision was made for the Group's entities in the United States, the Netherlands, Singapore, and China due to no estimated taxable profits102103 Dividends The Board does not recommend any dividend payment for the six months ended June 30, 2025, consistent with the prior year - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (for the six months ended June 30, 2024: nil)103 Loss Per Share Basic and diluted loss per share improved to 3.86 HK cents for the six months ended June 30, 2025, from 6.72 HK cents in the prior year, driven by reduced loss attributable to owners Loss Per Share Calculation Data (For the six months ended June 30) | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company | (15,967) | (26,871) | | Weighted average number of ordinary shares | 413,574,586 | 400,000,000 | | Basic and diluted loss per share (HK cents) | (3.86) | (6.72) | - As there were no potential ordinary shares in issue as of June 30, 2025, and 2024, the diluted loss per share is the same as the basic loss per share106 Financial Assets/Liabilities at Fair Value Through Profit or Loss As of June 30, 2025, current derivative financial assets were HKD 321 thousand (long positions in China-listed derivatives), and liabilities were HKD 154 thousand (short positions), both decreased from December 31, 2024 Financial Assets/Liabilities at Fair Value Through Profit or Loss (As of June 30) | Item | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Current assets: Long positions in China-listed derivative instruments | 321 | 577 | | Current liabilities: Short positions in China-listed derivative instruments | 154 | 311 | Trade Receivables Total trade receivables increased to HKD 2,643 thousand as of June 30, 2025, with a notable increase in performance fees receivable to HKD 558 thousand Trade Receivables Breakdown (As of June 30) | Item | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Consulting service fees receivable | 931 | 1,113 | | Management fees receivable | 1,154 | 1,427 | | Performance fees receivable | 558 | – | | Total | 2,643 | 2,540 | Aging Analysis of Trade Receivables (As of June 30) | Aging | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Less than 30 days | 2,237 | 1,536 | | 31 to 60 days | 108 | 179 | | 61 to 90 days | 298 | 179 | | Over 90 days | – | 646 | | Total | 2,643 | 2,540 | Other Receivables Total other receivables significantly decreased to HKD 1,847 thousand as of June 30, 2025, primarily due to reduced deposits and prepayments Other Receivables Breakdown (As of June 30) | Item | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Deposits | 483 | 979 | | Other receivables | 84 | 138 | | Prepayments | 1,280 | 2,004 | | Total | 1,847 | 3,121 | Accrued Expenses and Other Payables Total accrued expenses and other payables significantly decreased to HKD 3,883 thousand as of June 30, 2025, mainly due to reduced accrued employee benefits and expenses Accrued Expenses and Other Payables Breakdown (As of June 30) | Item | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Accrued employee benefits | 875 | 2,705 | | Accrued expenses | 2,809 | 3,935 | | Other payables | 199 | 135 | | Total | 3,883 | 6,775 | Share Capital As of June 30, 2025, total issued shares were 419,500,000, with share capital of HKD 4,195 thousand and share premium of HKD 160,179 thousand, including 19,500,000 new shares from a HKD 7,300 thousand subscription Changes in Share Capital (As of June 30) | Item | Number of Shares | Share Capital (Thousand HKD) | Share Premium (Thousand HKD) | Total (Thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | As of December 31, 2024, January 1, 2025, and June 30, 2025 | 400,000,000 | 4,000 | 153,074 | 157,074 | | Subscription of new shares | 19,500,000 | 195 | 7,105 | 7,300 | | As of June 30, 2025 (Unaudited) | 419,500,000 | 4,195 | 160,179 | 164,374 | - The subscription was completed on February 24, 2025, with the allotment and issue of 19,500,000 new shares to True Partner International Limited, generating net proceeds of approximately HKD 7,300 thousand110 Related Party Transactions For the six months ended June 30, 2025, the Group generated HKD 1,908 thousand in management and performance fees from True Partner Fund, an increase from the prior year Related Party Transactions (For the six months ended June 30) | Name of Related Party | Nature of Transaction | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | :--- | | True Partner Fund ("TPF") | Management and performance fee income | 1,908 | 1,190 | | True Partner Volatility Fund ("TPVF") | Management fee income | – | 729 | Key Management Personnel Remuneration (For the six months ended June 30) | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Short-term employee benefits | 5,713 | 7,682 | | Post-employment benefits — pension scheme contributions | 77 | 133 | | Total | 5,790 | 7,815 | Approval of Interim Financial Information The interim financial information was approved and authorized for issue by the Board on August 28, 2025 - The interim financial information was approved and authorized for issue by the Board on August 28, 2025115 Risk Management and Capital Structure The Group manages foreign exchange and credit risks, maintains a stable liquidity position with a 10.6x current ratio and no corporate debt, and has no pledged assets or significant contingent liabilities Principal Risks and Uncertainties The Group faces foreign exchange risk from major currency fluctuations and credit risk from counterparty defaults, mitigated by close monitoring and credit approval processes - The Group's revenue, cost of sales, administrative expenses, and investments and borrowings are primarily denominated in HKD, USD, EUR, SGD, RMB, and GBP, exposing it to foreign exchange risk121 - Hong Kong operates a linked exchange rate system, ensuring the stability of the HKD against the USD. RMB currency risk arises from deposits related to derivatives transactions settled in RMB121 - The Group is exposed to credit risk, which is the risk of financial loss if a counterparty fails to meet its obligations, and mitigates this through close monitoring and credit approval processes122 Liquidity, Current Ratio and Capital Structure As of June 30, 2025, the Group maintains a stable liquidity position with HKD 16.5 million net cash, HKD 12.8 million fixed deposits, and a 10.6x current ratio, with no corporate bank borrowings - The Group monitors and maintains adequate levels of cash and cash equivalents to provide working capital and mitigate the impact of cash flow fluctuations123 - As of June 30, 2025, the Group's net cash balance was HKD 16.5 million, with fixed bank deposits of HKD 12.8 million123 - The Group's current ratio (current assets divided by current liabilities) was 10.6x, with no corporate bank borrowings, and net cash exceeding net debt123 - As of June 30, 2025, the Group's shareholders' equity was HKD 38.7 million, with a total of 419,500,000 shares in issue124 Pledged Assets As of June 30, 2025, the Group had not pledged any assets as collateral for overdrafts or other loan financing - As of June 30, 2025, the Group had not pledged any assets as collateral for overdrafts or other loan financing125 Future Plans for Material Investments or Capital Assets As of June 30, 2025, the Group had no specific plans for material investments or capital assets - As of June 30, 2025, the Group had no specific plans regarding material investments or capital assets127 Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities or guarantees - As of June 30, 2025, the Group had no significant contingent liabilities or guarantees128 Other Company Information The Group made HKD 98,000 in donations, did not recommend an interim dividend, reduced staff to 16, and disclosed directors' and substantial shareholders' interests, share option scheme, and corporate governance compliance Donations for Charitable or Other Purposes During the reporting period, the Group made donations of approximately HKD 98,000 for charitable and community activities, consistent with the prior year - During the reporting period, the Group made donations of approximately HKD 98,000 for charitable or other purposes such as sponsoring community activities (for the six months ended June 30, 2024: HKD 98,000)129 Interim Dividend The Board does not recommend an interim dividend for the reporting period, consistent with the prior year - The Board does not recommend the payment of an interim dividend for the reporting period (for the six months ended June 30, 2024: nil)130 Human Resources Management As of June 30, 2025, the Group employed 16 staff, a decrease from 20 in 2024, with remuneration based on merit, and a share option scheme in place - As of June 30, 2025, the Group employed a total of 16 staff members (as of June 30, 2024: 20)131 - Employee remuneration is determined with reference to individual qualifications and performance, ensuring all staff are provided with adequate training and continuous professional opportunities131 - The Group has adopted a share option scheme to reward individual employees for their contributions to the Group132 Directors' and Chief Executive's Interests As of June 30, 2025, directors and chief executives held significant long positions in Company shares, with Mr. Chan Hang Fai holding 23.02%, Mr. Tobias Benjamin Hekster 14.08%, and Mr. Godefriedus Jelte Heijboer 13.36% Directors' and Chief Executive's Long Positions in Shares (As of June 30, 2025) | Name of Director/Chief Executive | Capacity/Nature of Interest | Number of Ordinary Shares Held | Approximate % of Interest | | :--- | :--- | :--- | :--- | | Tobias Benjamin Hekster | Beneficial owner | 59,049,018 | 14.08% | | Godefriedus Jelte Heijboer | Beneficial owner | 56,055,644 | 13.36% | | Ralph Paul Johan van Put | Interest in controlled corporation | 58,337,399 | 13.91% | | Roy van Bakel | Beneficial owner | 27,686,280 | 6.60% | | Chan Hang Fai | Interest in controlled corporation and beneficial owner | 96,582,908 | 23.02% | Substantial Shareholders' Interests As of June 30, 2025, substantial shareholders included True Partner International Limited (19.51%) and Nardinc Beheer B.V. (8.63%), alongside directors' spouses holding interests Substantial Shareholders' Long Positions in Shares (As of June 30, 2025) | Name of Shareholder/Entity | Capacity/Nature of Interest | Number of Ordinary Shares Held | Approximate % of Interest | | :--- | :--- | :--- | :--- | | Franca Kurpershoek-Hekster | Spouse's interest | 59,049,018 | 14.08% | | Wong Rosa Maria | Spouse's interest | 56,055,644 | 13.36% | | True Partner Participation Limited | Beneficial owner | 58,337,399 | 13.91% | | Gong Yunliang | Spouse's interest | 58,337,399 | 13.91% | | True Partner International Limited | Beneficial owner | 81,836,908 | 19.51% | | DSS Financial Management, Inc. | Interest in controlled corporation | 81,836,908 | 19.51% | | DSS Securities, Inc. | Interest in controlled corporation | 81,836,908 | 19.51% | | DSS, Inc. | Interest in controlled corporation | 81,836,908 | 19.51% | | Chan Kong Yuk Kiu | Spouse's interest | 96,582,908 | 23.02% | | Edo Bordoni | Beneficial owner | 29,839,153 | 7.11% | | Anne Joy Bordoni | Spouse's interest | 29,839,153 | 7.11% | | Maria Victoria Diaz Basilio | Spouse's interest | 27,686,280 | 6.60% | | Nardinc Beheer B.V. | Beneficial owner | 36,200,000 | 8.63% | | SomethingEls B.V. | Interest in controlled corporation | 36,200,000 | 8.63% | | ERMA B.V. | Interest in controlled corporation | 36,200,000 | 8.63% | | Dasym Managed Accounts B.V. | Investment manager | 36,200,000 | 8.63% | | F.J. Botman Holding B.V. | Interest in controlled corporation | 36,200,000 | 8.63% | | Franciscus Johannes Botman | Interest in controlled corporation | 36,200,000 | 8.63% | Share Option Scheme The Company adopted a GEM Listing Rules-compliant share option scheme on September 22, 2020, but no options have been granted since its adoption - The then shareholders of the Company adopted and approved a share option scheme on September 22, 2020, with terms established in accordance with Chapter 23 of the GEM Listing Rules139 - No share options have been granted by the Company under the share option scheme since its adoption up to the date of this announcement139 Interests in Competing Business As of June 30, 2025, no directors, substantial shareholders, or their associates held interests in any business competing with the Group - For the six months ended June 30, 2025, and up to the date of this announcement, none of the Company's directors, substantial shareholders, or their respective close associates had any interests in any business (other than the Group's business) that directly or indirectly competes or may compete with the Group's business140 Changes in Share Capital On February 24, 2025, the Company issued 19,500,000 shares to True Partner International Limited, increasing issued share capital to 419,500,000 shares - On February 24, 2025, a total of 19,500,000 shares were allotted and issued to True Partner International Limited141 - The subscription shares represented approximately 4.88% of the Company's issued share capital immediately before the completion of the subscription, and approximately 4.65% of the Company's issued share capital as enlarged by the allotment and issue of the subscription shares141 - The Company's issued share capital immediately following the completion of the subscription was 419,500,000 shares141 Corporate Governance Code The Group adopted the GEM Listing Rules' Corporate Governance Code, with no material deviation except for the combined Chairman and CEO roles, which the Board believes provides strong leadership - The Group has adopted the principles and code provisions set out in the Corporate Governance Code in Appendix C1 of the GEM Listing Rules142 - The Group has no material deviation from the Corporate Governance Code, except for the deviation from code provision C.2.1 of the Corporate Governance Code (the roles of chairman and chief executive should be separate)142 - The Directors believe that Mr. Ralph Paul Johan van Put serving concurrently as Chairman and Chief Executive Officer provides strong leadership to the Group, and this arrangement is beneficial and in the overall best interests of the Company and its shareholders142 Directors' Securities Transactions The Company adopted a code of conduct for directors' securities transactions, and all directors confirmed full compliance for the six months ended June 30, 2025 - The Company has adopted a code of conduct regarding directors' securities transactions on terms no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules145 - Following specific enquiries made to all Directors, all Directors have confirmed that they have fully complied with the code of conduct for the six months ended June 30, 2025145 Purchase, Sale or Redemption of Listed Securities Except for the issuance of 19,500,000 ordinary shares on February 24, 2025, neither the Company nor its subsidiaries purchased, sold, or redeemed any Company securities during the reporting period - On February 24, 2025, the Company completed the additional issuance of 19,500,000 ordinary shares of the Company to True Partner International Limited146 - Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities for the six months ended June 30, 2025146 - As at the end of the reporting period, the Company did not hold any treasury shares147 Changes in Directors' Information Mr. Chan Hang Fai was appointed Non-executive Director effective June 30, 2025, and Mr. Wei Mingde's external directorships changed effective June 23, 2025 - Mr. Chan Hang Fai was appointed as a Non-executive Director, effective June 30, 2025148 - Mr. Wei Mingde was appointed as an external director of China Merchants Group Limited, effective June 23, 2025148 - Mr. Wei Mingde resigned as an external director of China COSCO Shipping Corporation Limited, effective June 23, 2025148 Audit Committee The Audit Committee, comprising three independent non-executive directors with Ms. Bai Wanting as Chairperson, oversees external auditors, financial statements, internal controls, and risk management, and has reviewed the interim financial results - The Company has established an Audit Committee in compliance with the GEM Listing Rules and the Corporate Governance Code, with written terms of reference149 - The Audit Committee members include three independent non-executive directors: Ms. Bai Wanting (Chairperson), Mr. Jeronimus Mattheus Tielman, and Mr. Wei Mingde149 - The Committee's primary responsibilities include making recommendations on the appointment and removal of external auditors, reviewing and overseeing financial statements, and monitoring internal control procedures and risk management systems149 - The Audit Committee has reviewed the Company's unaudited condensed consolidated financial results for the six months ended June 30, 2025, and considers them to be in compliance with applicable accounting standards and the requirements of the GEM Listing Rules150
TRUE PARTNER(08657) - 2025 - 中期业绩