嘉文世纪投资公司(00612) - 2025 - 中期业绩

Company Information and Announcements This section provides an overview of the company's basic information, name change, and the scope of the unaudited interim results announcement Announcement Statement The Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited disclaim responsibility for the content of this announcement - Hong Kong Exchange is not responsible for the content of this announcement, does not guarantee its accuracy or completeness, and assumes no liability for any loss[1] Company Basic Information Carmen Century Investment Limited, formerly Ding Yi Feng Holdings Group International Limited, is a Cayman Islands-incorporated company listed on HKEX, primarily investing in securities - The company name has changed from "Ding Yi Feng Holdings Group International Limited" to "Carmen Century Investment Limited"[10] - The company's principal business is investing in listed and unlisted securities[11] Unaudited Interim Results Announcement This announcement presents the unaudited condensed consolidated interim results of Carmen Century Investment Limited and its subsidiaries for the six months ended June 30, 2025 - The announcement covers the unaudited condensed consolidated interim results for the six months ended June 30, 2025[3][4] Condensed Consolidated Financial Statements This section presents the company's condensed consolidated financial statements, including the income statement, comprehensive income statement, statement of financial position, and statement of changes in equity Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the company's loss significantly narrowed to HKD 10,501 thousand, primarily due to improved other income, gains, and net losses Condensed Consolidated Statement of Profit or Loss Key Data | Indicator | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | Change (HKD Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 208 | 877 | (669) | -76.28% | | Other income, gains and (losses) – net | 3,246 | (76,160) | 79,406 | 104.26% | | Net realized (loss) gain on disposal of financial assets at fair value through profit or loss | (2,679) | 1,638 | (4,317) | -263.55% | | Net unrealized gains (losses) on financial assets at fair value through profit or loss | 38,688 | (248,638) | 287,326 | 115.56% | | Administrative expenses | (49,486) | (55,153) | 5,667 | -10.27% | | Finance costs | (476) | (3,107) | 2,631 | -84.68% | | Loss before tax | (10,501) | (370,837) | 360,336 | -97.17% | | Loss for the period attributable to owners of the Company | (10,501) | (368,847) | 358,346 | -97.15% | | Basic loss per share (HK cents per share) | (0.67) | (23.62) | 22.95 | -97.16% | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company reported total comprehensive income of HKD 1,676 thousand, a significant improvement from the prior year's total comprehensive expense Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company | (10,501) | (368,847) | 358,346 | | Exchange differences arising from translation of foreign operations | 12,177 | (12,410) | 24,587 | | Other comprehensive income (expense) for the period | 12,177 | (12,511) | 24,688 | | Total comprehensive income (expense) for the period attributable to owners of the Company | 1,676 | (381,358) | 383,034 | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets less current liabilities slightly decreased, while total equity slightly increased, with notable changes in prepayments and cash balances Condensed Consolidated Statement of Financial Position Key Data | Indicator | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | | | | | | Property, plant and equipment | 310,956 | 303,399 | 7,557 | 2.49% | | Intangible assets | – | 2,156 | (2,156) | -100.00% | | Right-of-use assets | 5,009 | 9,161 | (4,152) | -45.32% | | Financial assets at fair value through profit or loss | 48,880 | 37,609 | 11,271 | 29.97% | | Current assets | | | | | | Prepayments, deposits and other receivables | 76,584 | 18,360 | 58,224 | 317.12% | | Bank balances and cash | 44,802 | 66,253 | (21,451) | -32.38% | | Current liabilities | | | | | | Lease liabilities | – | 8,300 | (8,300) | -100.00% | | Total equity | 502,810 | 501,134 | 1,676 | 0.33% | | Net asset value per share (HKD) | 0.32 | 0.32 | 0 | 0.00% | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity slightly increased, driven by a narrowed loss and a positive shift in exchange differences from foreign operations Condensed Consolidated Statement of Changes in Equity Key Data (H1 2025) | Indicator | January 1, 2025 (HKD Thousand) | Loss for the period (HKD Thousand) | Exchange differences (HKD Thousand) | Lapsed share options (HKD Thousand) | June 30, 2025 (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Share capital | 78,072 | – | – | – | 78,072 | | Share premium | 1,249,655 | – | – | – | 1,249,655 | | Exchange reserve | (20,760) | – | 12,177 | – | (8,583) | | Reserve | 3,821 | – | – | (3,001) | 820 | | Capital reserve | 485,318 | – | – | – | 485,318 | | Accumulated losses | (1,294,972) | (10,501) | – | 3,001 | (1,302,472) | | Total | 501,134 | (10,501) | 12,177 | – | 502,810 | Condensed Consolidated Statement of Changes in Equity Key Data (H1 2024) | Indicator | January 1, 2024 (HKD Thousand) | Loss for the period (HKD Thousand) | Other comprehensive expense (HKD Thousand) | Share-based payment/Lapsed share options (HKD Thousand) | June 30, 2024 (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Share capital | 78,072 | – | – | – | 78,072 | | Share premium | 1,249,655 | – | – | – | 1,249,655 | | Exchange reserve | (4,893) | – | (12,410) | – | (17,303) | | Reserve | 4,880 | – | – | (1,059) | 3,821 | | Capital reserve | 485,318 | – | – | – | 485,318 | | Reserve for financial assets at fair value through other comprehensive income | – | – | (101) | – | (101) | | Accumulated losses | (823,787) | (368,847) | – | 545 | (1,192,089) | | Total | 989,245 | (368,847) | (12,511) | (514) | 607,373 | Notes to the Condensed Consolidated Financial Statements This section provides detailed notes explaining the basis of preparation, significant accounting policies, and specific financial statement line items General Information Carmen Century Investment Limited, a Cayman Islands-incorporated company, changed its name in July 2025 and primarily engages in investing in listed and unlisted securities - The company name was officially changed to "Carmen Century Investment Limited" by the Cayman Islands and Hong Kong Companies Registries on July 3 and July 18, 2025, respectively[10] - The Group's principal business is investing in listed and unlisted securities[11] Basis of Preparation The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and the Listing Rules, primarily on a historical cost basis - The financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and the Listing Rules[13] - The financial statements are unaudited but have been reviewed by the company's audit committee and approved for publication by the Board on August 28, 2025[13] Significant Accounting Policies Accounting policies are consistent with the 2024 annual financial statements, with the first-time application of HKAS 21 (Amendment) "Lack of Exchangeability" having no material impact - Accounting policies are consistent with the 2024 annual consolidated financial statements, with the first-time application of HKAS 21 (Amendment) "Lack of Exchangeability"[14][15] - HKAS 21 (Amendment) has no impact on the interim condensed consolidated financial information as the Group's transaction and functional currencies are exchangeable[16] Revenue The Group's revenue for the period primarily consists of interest income from banks and financial institutions and dividend income from listed investments, showing a significant decrease from the prior year Revenue Analysis | Revenue Source | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | Change (HKD Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest income from banks and financial institutions | 208 | 760 | (552) | -72.63% | | Dividend income from listed investments | – | 117 | (117) | -100.00% | | Total Revenue | 208 | 877 | (669) | -76.28% | Other Income, Gains and (Losses) – Net For the six months ended June 30, 2025, other income, gains, and net losses turned into a gain of HKD 3,246 thousand, primarily due to the reversal of impairment loss on property, plant, and equipment Other Income, Gains and (Losses) – Net Analysis | Item | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Imputed interest income on lease deposits | 133 | 172 | (39) | | Impairment loss on intangible assets | – | (908) | 908 | | Reversal of (impairment loss) on property, plant and equipment | 5,065 | (74,862) | 79,927 | | Net exchange gains (losses) | 238 | (183) | 421 | | Loss on disposal of property, plant and equipment | (905) | (4) | (901) | | Loss on disposal of intangible assets | (1,252) | – | (1,252) | | Loss on write-off of property, plant and equipment | (33) | – | (33) | | Loss on write-off of other deposits | – | (375) | 375 | | Total | 3,246 | (76,160) | 79,406 | Segment Information The Group operates as an investment holding company with a single business segment, deriving revenue from interest and dividends, with assets concentrated in China - The Group's business nature is investment holding, with all revenue-generating activities constituting a single business segment[20] Segment Revenue (by Region) | Revenue Source | June 30, 2025 (Hong Kong, HKD Thousand) | June 30, 2024 (Hong Kong, HKD Thousand) | June 30, 2025 (China, HKD Thousand) | June 30, 2024 (China, HKD Thousand) | June 30, 2025 (Consolidated, HKD Thousand) | June 30, 2024 (Consolidated, HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Interest income from banks and financial institutions | 184 | 742 | 24 | 18 | 208 | 760 | | Dividend income from listed investments | – | 117 | – | – | – | 117 | | Total | 184 | 859 | 24 | 18 | 208 | 877 | Segment Assets and Liabilities (by Region) | Indicator | June 30, 2025 (Hong Kong, HKD Thousand) | December 31, 2024 (Hong Kong, HKD Thousand) | June 30, 2025 (China, HKD Thousand) | December 31, 2024 (China, HKD Thousand) | June 30, 2025 (Consolidated, HKD Thousand) | December 31, 2024 (Consolidated, HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 53,889 | 50,620 | 332,892 | 322,988 | 386,781 | 373,608 | | Total assets | 97,705 | 120,314 | 410,483 | 396,781 | 508,188 | 517,095 | | Total liabilities | 5,314 | 14,029 | 64 | 1,932 | 5,378 | 15,961 | Finance Costs For the six months ended June 30, 2025, finance costs significantly decreased to HKD 476 thousand, primarily due to zero interest expense on interest-bearing bonds Finance Costs Analysis | Item | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | Change (HKD Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest-bearing bonds | – | 2,393 | (2,393) | -100.00% | | Lease liabilities | 476 | 714 | (238) | -33.33% | | Total | 476 | 3,107 | (2,631) | -84.68% | Loss Before Tax For the six months ended June 30, 2025, loss before tax significantly narrowed to HKD 10,501 thousand, mainly due to reduced staff welfare expenses, depreciation, and impairment loss on property, plant, and equipment Components of Loss Before Tax | Item | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | Change (HKD Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total staff welfare expenses | 7,185 | 20,179 | (12,994) | -64.40% | | Auditor's remuneration | 250 | 400 | (150) | -37.50% | | Depreciation of property, plant and equipment | 4,093 | 6,176 | (2,083) | -33.73% | | Depreciation of right-of-use assets | 4,161 | 6,221 | (2,060) | -33.11% | | (Reversal of) impairment loss on property, plant and equipment | (5,065) | 74,862 | (79,927) | -106.77% | - In the first half of 2024, approximately HKD 2,884 thousand in severance costs were recognized due to staff redundancies, with no such expenses in the first half of 2025[22] Income Tax Credit For the six months ended June 30, 2025, the Group had no income tax credit, compared to a deferred tax credit of HKD 1,990 thousand in the prior period, with no provision for profits tax due to absence of assessable profits Income Tax Credit | Item | June 30, 2025 (HKD Thousand) | June 30, 2024 (HKD Thousand) | | :--- | :--- | :--- | | Deferred tax credit | – | 1,990 | - The Group had no assessable profits in both periods, thus no provision for Hong Kong profits tax or tax liabilities in other jurisdictions was made[23] Dividends The Board does not recommend paying an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board does not recommend paying an interim dividend for the six months ended June 30, 2025[24] Net Asset Value Per Share and Loss Per Share As of June 30, 2025, net asset value per share remained at HKD 0.32, while basic and diluted loss per share significantly narrowed to HKD 0.67 cents from HKD 23.62 cents Net Asset Value Per Share | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Net asset value per share | HKD 0.32 | HKD 0.32 | Loss Per Share | Indicator | June 30, 2025 (HKD Thousand/Thousand Shares) | June 30, 2024 (HKD Thousand/Thousand Shares) | | :--- | :--- | :--- | | Loss attributable to owners of the Company | (10,501) | (368,847) | | Weighted average number of ordinary shares | 1,561,434 | 1,561,434 | | Basic and diluted loss per share (HK cents per share) | (0.67) | (23.62) | - Diluted loss per share is the same as basic loss per share due to the anti-dilutive effect of outstanding share options on basic loss per share[26] Prepayments, Deposits and Other Receivables As of June 30, 2025, total prepayments, deposits, and other receivables significantly increased to HKD 76,605 thousand, primarily due to a substantial rise in amounts due from securities brokers Prepayments, Deposits and Other Receivables Analysis | Item | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Lease and utilities deposits | 4,499 | 6,365 | (1,866) | -29.32% | | Amounts due from securities brokers | 67,235 | 14,536 | 52,699 | 362.54% | | Other prepayments | 4,695 | 806 | 3,889 | 482.51% | | Other utilities deposits and receivables | 176 | 329 | (153) | -46.50% | | Interest receivable from bank deposits | – | 50 | (50) | -100.00% | | Total | 76,605 | 22,086 | 54,449 | 246.54% | - Amounts due from securities brokers represent cash account balances for securities trading, with management regularly reviewing credit risk[27] - None of the above assets are overdue or impaired, and there have been no recent defaults[28] Equity Instruments at Fair Value Through Other Comprehensive Income As of June 30, 2025, unlisted equity investments measured at fair value were HKD 21,936 thousand, slightly higher than December 31, 2024, primarily representing an investment in Shanghai Hongpeng Energy Technology Co. Ltd Equity Instruments at Fair Value Through Other Comprehensive Income | Item | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Unlisted equity investments, at fair value | 21,936 | 21,283 | 653 | 3.07% | Investment Details of Shanghai Hongpeng Energy Technology Co. Ltd. | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Percentage of capital held in investee company | 10% | 10% | | Cost (HKD Thousand) | 21,891 | 21,891 | | Fair value (HKD Thousand) | 21,936 | 21,283 | | Cumulative unrealized gains (losses) (HKD Thousand) | 45 | (608) | | Percentage of total assets of the Group | 4.32% | 4.12% | - The Board chose to designate this investment as FVTOCI to avoid short-term fair value fluctuations impacting profit or loss, aligning with a long-term holding strategy[30] Financial Assets at Fair Value Through Profit or Loss As of June 30, 2025, total financial assets at fair value through profit or loss significantly decreased to HKD 48,880 thousand, mainly due to the derecognition of China-listed equity securities and changes in the market value of Hong Kong-listed equity securities Financial Assets at Fair Value Through Profit or Loss Analysis | Item | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Hong Kong listed equity securities | 48,880 | 37,609 | 11,271 | 29.97% | | China listed equity securities | – | 55,148 | (55,148) | -100.00% | | Total | 48,880 | 92,757 | (43,877) | -47.30% | Investment Details of Hong Kong Listed Equity Securities (Huayin International Holdings Limited) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of shares held | 52,000,000 | 1,042,000,000 | | Equity interest | 14.44% | 14.46% | | Cost (HKD Thousand) | 69,472 | 79,192 | | Market value (HKD Thousand) | 48,880 | 19,798 | | Cumulative unrealized gains (losses) recognized (HKD Thousand) | (20,592) | (59,394) | | Percentage of total assets of the Group | 9.62% | 3.83% | | Percentage of net assets of the Group | 9.72% | 3.95% | - As of December 31, 2024, the company also held Hong Kong-listed equity securities in Genesis Group (Holdings) Limited and Grand Capital International Group Holdings Limited, and China-listed equity securities in Rainbow Display Devices Co., Ltd. and Huizhou Intelligent Technology Group Co., Ltd., which were no longer held or had zero value as of June 30, 2025[32] Share Capital As of June 30, 2025, the company's authorized and issued and fully paid share capital remained unchanged at 4,000,000 thousand shares (HKD 200,000 thousand par value) and 1,561,434 thousand shares (HKD 78,072 thousand par value), respectively Share Capital Structure | Item | Number of Shares (Thousand Shares) | Par Value (HKD Thousand) | | :--- | :--- | :--- | | Authorized share capital (HKD 0.05 par value per share) | 4,000,000 | 200,000 | | Issued and fully paid share capital (HKD 0.05 par value per share) | 1,561,434 | 78,072 | Fair Value Measurement of Financial Instruments The Group's financial instruments are measured at fair value using a three-level hierarchy based on observable inputs, with listed equity securities classified as Level 1 and unlisted equity securities as Level 3 Fair Value Hierarchy of Financial Instruments (June 30, 2025) | Item | Level 1 (HKD Thousand) | Level 2 (HKD Thousand) | Level 3 (HKD Thousand) | Total (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss (listed equity securities) | 48,880 | – | – | 48,880 | | Equity instruments at fair value through other comprehensive income (unlisted equity securities) | – | – | 21,936 | 21,936 | | Total | 48,880 | – | 21,936 | 70,816 | Fair Value Hierarchy of Financial Instruments (December 31, 2024) | Item | Level 1 (HKD Thousand) | Level 2 (HKD Thousand) | Level 3 (HKD Thousand) | Total (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss (listed equity securities) | 92,757 | – | – | 92,757 | | Equity instruments at fair value through other comprehensive income (unlisted equity securities) | – | – | 21,283 | 21,283 | | Total | 92,757 | – | 21,283 | 114,040 | - Level 1 fair value listed equity securities are determined by quoted prices in active markets, while Level 3 unlisted equity securities are determined by management's valuation, with no transfers between levels during the period[38][40] Net (Loss) Gain on Disposal of Subsidiaries In H1 2025, the Group disposed of Only Reliable Group Limited for HKD 20 thousand, resulting in a loss of HKD 2 thousand, while in H1 2024, it disposed of 82% of Cheer Top Development Limited for HKD 6,200 thousand, resulting in a gain of HKD 9,706 thousand - In June 2025, 100% equity of Only Reliable Group Limited was disposed of for HKD 20 thousand, resulting in a disposal loss of HKD 2 thousand[41][42] - In February 2024, 82% equity of Cheer Top Development Limited was disposed of for HKD 6,200 thousand, resulting in a disposal gain of HKD 9,706 thousand, with the remaining 18% classified as FVTOCI[44][45] Capital Commitments As of June 30, 2025, the Group's contracted but unprovided capital expenditure for the acquisition of property, plant, and equipment was approximately HKD 15,708 thousand, a slight increase from December 31, 2024 Capital Commitments | Item | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | | :--- | :--- | :--- | | Capital expenditure contracted but not provided for in the condensed consolidated financial statements (acquisition of property, plant and equipment) | 15,708 | 15,238 | Management Discussion and Analysis This section provides management's perspective on the Group's financial performance, investment strategies, capital structure, liquidity, and future outlook Financial Review The Group's loss for the period significantly narrowed by 97.2% to HKD 10,501 thousand, primarily due to the reversal of impairment loss on property, plant, and equipment and increased unrealized gains from financial assets at FVTPL - Loss for the period was approximately HKD 10,501 thousand, a decrease of approximately HKD 358,346 thousand or 97.2% compared to the same period in 2024[49] - The reduction in loss was mainly due to the reversal of impairment loss on property, plant, and equipment from HKD 74,862 thousand to a reversal of HKD 5,065 thousand[49] - The loss reduction was also attributed to the net unrealized gains from financial assets at fair value through profit or loss increasing by HKD 287,326 thousand from a loss of HKD 248,638 thousand to a gain of HKD 38,688 thousand[49] Securities Investments The Board oversees the investment portfolio, focusing on long-term holdings in property development and management, clean energy, and innovation and technology - The Board prudently supervises the investment portfolio, prioritizing the best interests of shareholders[50] - The investment strategy focuses on long-term holdings, with the portfolio primarily comprising investments in property development and management, clean energy, and innovation and technology[53] Listed Securities Investments The Group's listed securities investments at FVTPL decreased to HKD 48,880 thousand as of June 30, 2025 Listed Securities Investments (FVTPL) | Item | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Listed securities (FVTPL) | 48,880 | 92,757 | (43,877) | -47.30% | Unlisted Securities Investments The Group's unlisted securities investment in Shanghai Hongpeng Energy Technology Co. Ltd. at FVTOCI slightly increased to HKD 21,936 thousand Unlisted Securities Investments (FVTOCI) | Item | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Shanghai Hongpeng Energy Technology Co. Ltd. (FVTOCI) | 21,936 | 21,283 | 653 | 3.07% | - Shanghai Hongpeng Energy Technology Co. Ltd. primarily engages in nuclear fusion technology research and development and the development and commercial application of fusion neutron source products[52] Investment Portfolio Strategy The investment strategy emphasizes long-term holdings across property development, clean energy, and innovation and technology sectors - The investment strategy focuses on long-term holdings[53] - The investment portfolio primarily includes property development and management, clean energy, and innovation and technology investments[53] Investment Portfolio Performance (H1 2025) | Investee Company Name | Market Value as of June 30, 2025 (HKD Thousand) | Unrealized Gains Recognized for the Period (HKD Thousand) | Realized (Losses) Gains Recognized for the Period (HKD Thousand) | | :--- | :--- | :--- | :--- | | Huayin International Holdings Limited | 48,880 | 38,688 | (132) | | Genesis Group (Holdings) Limited | – | – | (12,364) | | Grand Capital International Group Holdings Limited | – | – | (8,577) | | Rainbow Display Devices Co., Ltd. | – | – | 4 | | Huizhou Intelligent Technology Group Co., Ltd. | – | – | 18,390 | | Total | 48,880 | 38,688 | (2,679) | Significant Investments As of June 30, 2025, the Group's investment in Huayin International Holdings Limited exceeded 5% of its total assets - As of June 30, 2025, the Group's securities investment in Huayin International Holdings Limited exceeded 5% of its total assets[55] - Management will closely monitor the Group's investment portfolio risk[56] Capital Structure The Group's capital structure comprises issued share capital and reserves, with no changes to share capital during the period - The company's shares are listed on The Stock Exchange of Hong Kong Limited[57] - There were no changes in the company's share capital during the period[57] Liquidity and Financial Resources As of June 30, 2025, the Group's bank balances and cash were HKD 44,802 thousand, representing 8.8% of total assets, a decrease from December 31, 2024, with no long-term or short-term borrowings Bank Balances and Cash | Item | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Bank balances and cash | 44,802 | 66,253 | (21,451) | -32.38% | | Percentage of total assets | 8.8% | 12.8% | | | - The Group had no long-term or short-term borrowings during the period, thus the debt-to-equity ratio is not applicable[59] Foreign Currency Risk Most of the Group's business transactions are denominated in HKD and RMB, with approximately HKD 98,692 thousand of major financial assets denominated in RMB as of June 30, 2025, and no current hedging policy - Most of the Group's business transactions are denominated in Hong Kong Dollars and Renminbi[60] - As of June 30, 2025, approximately HKD 98,692 thousand of major financial assets were denominated in Renminbi[60] - The Group currently has no foreign currency hedging policy but will closely monitor and consider hedging when necessary[60] Capital Commitments As of June 30, 2025, the Group's contracted but unprovided capital commitments for the acquisition of property, plant, and equipment amounted to approximately HKD 15,708 thousand Capital Commitments | Item | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | | :--- | :--- | :--- | | Capital commitments contracted but not provided for | 15,708 | 15,238 | Pledge of Assets and Contingent Liabilities As of June 30, 2025, the Group had not pledged any assets and had no significant contingent liabilities - The Group had not pledged its assets as of June 30, 2025, and had no significant contingent liabilities[62] Employees and Remuneration Policy As of June 30, 2025, the Group had 3 employees and 3 directors, with a remuneration policy aligned with market practices and individual performance - As of June 30, 2025, the Group had 3 employees and 3 directors[63] - The remuneration policy is in line with market practices and determined based on individual employee performance and experience[63] Significant Acquisitions and Disposals of Subsidiaries Apart from the disposal of Only Reliable Group Limited as disclosed in Note 17, the Group had no other significant acquisitions or disposals of subsidiaries during the period - There were no other significant acquisitions or disposals of subsidiaries during the period, except for the disposal of Only Reliable Group Limited as disclosed in Note 17[64] Interim Dividends The Board does not recommend the payment of any interim dividend for the current period - The Board does not recommend the payment of any interim dividend for the current period[65] Outlook Macroeconomic uncertainties persist, including tariff policies, AI impact, and geopolitical environment, leading the company to adopt a very conservative investment approach due to the retirement of two executive directors, with trading suspended since June 30, 2025 - Macroeconomic uncertainties persist, including US government tariff policies, the growing impact of artificial intelligence, and an increasingly complex geopolitical environment[67] - Due to the retirement of two executive directors, the company has adopted a very conservative approach to its investment portfolio, which is expected to continue until the executive director situation is resolved[67] - The company's shares have been suspended from trading since June 30, 2025, until the executive director situation is resolved[67] Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares of the Company and any Associated Corporations As of June 30, 2025, no directors or chief executives of the company were required to disclose interests or short positions in shares or underlying shares under the SFO or the Model Code - As of June 30, 2025, no directors or chief executives of the company were required to disclose interests or short positions in shares or underlying shares[68] Major Shareholders As of June 30, 2025, Hong Kong Ding Yi Feng International Holdings Group Limited, Ding Yi Feng International Holdings Limited, Ms. Ma Xiaoqiu, and Mr. Sui Guangyi held 5% or more of the company's share interests Major Shareholders' Shareholding (June 30, 2025) | Name/Designation | Number of Shares | Type of Interest | Approximate Percentage of Total Issued Share Capital of the Company | | :--- | :--- | :--- | :--- | | Hong Kong Ding Yi Feng International Holdings Group Limited | 198,030,400 | Beneficial owner | 12.68% | | Ding Yi Feng International Holdings Limited | 198,030,400 | Interest of controlled corporation | 12.68% | | Ma Xiaoqiu | 208,550,400 | Beneficial owner and interest of controlled corporation | 13.36% | | Sui Guangyi | 347,612,800 | Beneficial owner and interest of controlled corporation | 22.26% | - Ms. Ma Xiaoqiu and Mr. Sui Guangyi are deemed to have interests in the shares held by Hong Kong Ding Yi Feng International Holdings Group Limited through their interests in Ding Yi Feng International Holdings Limited[68] Purchase, Sale or Redemption of the Company's Listed Securities Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period[70] Standard Code for Securities Transactions by Directors The company has adopted the Model Code in Appendix C3 of the Listing Rules, and all directors, except Mr. Zhang Aimin, confirmed compliance during the period - The company has adopted the Model Code as set out in Appendix C3 of the Listing Rules[71] - All directors, except Mr. Zhang Aimin, confirmed their compliance with the required standards of the Model Code during the period[71] Corporate Governance Practices The company complied with all applicable provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules during the period, with deviations regarding the separation of Chairman and CEO roles and the Chairman's attendance at the AGM - The company has complied with all applicable provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules, except for the deviations noted below[72] Code Provision C.2.1 (Chairman and Chief Executive Officer Roles) The CEO position was held by one person until their retirement on June 27, 2025, while the Chairman position has been vacant since February 2023, with the Board actively seeking suitable candidates - The position of Chief Executive Officer was held by one person until their retirement as an executive director on June 27, 2025[73] - The position of Chairman has been vacant since February 2023[73] - The Board is actively seeking suitable candidates to join the Board to meet the requirements of the Code Provision and other applicable regulations[73] Code Provision F.2.2 (Chairman's Attendance at Annual General Meeting) The Board Chairman was unable to attend the Annual General Meeting on June 27, 2025, due to the vacancy of the Chairman position, with an executive director presiding over the meeting - The Board Chairman was unable to attend the Annual General Meeting held on June 27, 2025, due to the vacancy of the Chairman position[74] - The Annual General Meeting was chaired by an executive director[74] Audit Committee The Audit Committee, composed of independent non-executive directors, reviews and oversees the Group's financial reporting and internal control systems, having reviewed and approved the interim results - The Audit Committee comprises independent non-executive directors Ms. Jing Siyuan (Chairperson), Mr. Zhang Aimin, and Mr. Zhang Qiang[75] - The Audit Committee is primarily responsible for reviewing and overseeing the Group's financial reporting process and internal control systems[75] - The interim results for the current period have been reviewed by the Audit Committee and approved by the Board on August 28, 2025[75] Publication of Interim Results Announcement and Interim Report This interim results announcement has been published on the HKEX and company websites, and the interim report will also be published and dispatched to shareholders - This interim results announcement has been published on the **HKEX website (www.hkexnews.hk) and the company's website (www.carmencentury.com.hk)**[76](index=76&type=chunk) - The interim report will be published on the aforementioned websites and dispatched to the company's shareholders in due course[76] Board Statement This announcement was issued by the Board of Carmen Century Investment Limited on August 28, 2025, listing the names of the independent non-executive directors - This announcement was issued by the Board of Carmen Century Investment Limited on August 28, 2025[77] - The independent non-executive directors are Ms. Jing Siyuan, Mr. Zhang Aimin, and Mr. Zhang Qiang[77]