中基长寿科学(00767) - 2025 - 中期业绩

Company Overview and Financial Summary This section provides an overview of the company's identity and a concise summary of its financial performance for the reporting period Company Information Zhong Ji Longevity Science Group Limited (stock code: 767) is a Bermuda-incorporated company listed on the Hong Kong Stock Exchange, presenting its unaudited condensed consolidated interim results for the six months ended June 30, 2025 - Company Name: Zhong Ji Longevity Science Group Limited[2] - Stock Code: 767[2] - Place of Incorporation: Bermuda[2] - Reporting Period: Six months ended June 30, 2025 (interim results)[2][3] Financial Highlights The Group's revenue grew 13.1% to HK$48.0 million in H1 2025, but gross profit significantly decreased by 51.8% to HK$16.00 million, turning a pre-tax profit into a HK$11.5 million loss, while net assets increased by 7.9% with no interim dividend proposed H1 2025 Financial Highlights | Metric | H1 2025 (HK$ million) | H1 2024 (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 48.0 | 42.4 | +13.1% | | Gross Profit | 16.00 | 33.3 | -51.8% | | Pre-tax (Loss) Profit | (11.5) | 0.7 | Turned from Profit to Loss | | Net Assets (Period-end) | 431.5 | 400.1 (Dec 31, 2024) | +7.9% | | Interim Dividend | None | None | - | Condensed Consolidated Financial Statements This section presents the Group's unaudited interim financial statements, including profit or loss, comprehensive income, and financial position Condensed Consolidated Statement of Profit or Loss The Group recorded total revenue of HK$47,973 thousand in H1 2025, an increase from the prior year, but gross profit significantly declined due to a substantial rise in cost of sales and services, resulting in a loss of HK$12,922 thousand for the period, with basic and diluted loss per share attributable to owners of the Company at HK$2.29 cents Key Data from Condensed Consolidated Statement of Profit or Loss | Metric | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 47,973 | 42,403 | +13.1% | | Cost of Sales and Services | (31,945) | (9,127) | +250.0% | | Gross Profit | 16,028 | 33,276 | -51.8% | | Pre-tax (Loss) Profit | (11,532) | 748 | Turned from Profit to Loss | | Loss for the Period | (12,922) | (917) | Loss Widened | | Loss per Share Attributable to Owners of the Company (HK cents) | (2.29) | (0.2) | Loss Widened | Condensed Consolidated Statement of Comprehensive Income Despite a loss for the period, the Group's total comprehensive income for the period turned into a profit of HK$759 thousand from a loss in the prior year, primarily due to a significant positive exchange difference arising from the translation of foreign operations Key Data from Condensed Consolidated Statement of Comprehensive Income | Metric | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Loss for the Period | (12,922) | (917) | | Exchange Differences Arising from Translation of Foreign Operations | 13,561 | (17,286) | | Total Comprehensive Income (Expense) for the Period | 759 | (17,937) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's net assets increased to HK$431,540 thousand, with net current assets rising primarily due to significant growth in inventories and loans and interest receivables, alongside a substantial reduction in trade payables Key Data from Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total Non-current Assets | 26,387 | 31,836 | -17.1% | | Total Current Assets | 483,003 | 493,795 | -2.2% | | Total Current Liabilities | 77,141 | 121,748 | -36.6% | | Net Current Assets | 405,862 | 372,047 | +9.1% | | Net Assets | 431,540 | 400,139 | +7.9% | | Share Capital | 6,366 | 5,465 | +16.5% | - Inventories significantly increased from HK$1,296 thousand to HK$17,660 thousand[10] - Loans and interest receivables increased from HK$185,568 thousand to HK$228,801 thousand[10] - Trade receivables significantly decreased from HK$72,200 thousand to HK$13,654 thousand[10] Notes to the Condensed Consolidated Financial Statements This section details the Group's general information, accounting policies, revenue breakdown, segment performance, and specific financial statement items General Information The Group primarily engages in longevity science business, money lending and financial advisory, securities and other investments, and property investment - The Company is a limited liability company incorporated in Bermuda, with its shares listed on The Stock Exchange of Hong Kong Limited[14] - Principal activities include: longevity science business, money lending and financial advisory, securities and other investments, and property investment[17] Basis of Preparation and Principal Accounting Policies The condensed consolidated financial statements are presented in HK dollars, prepared in accordance with HKAS 34 'Interim Financial Reporting' and Appendix D2 of the Listing Rules, with accounting policies consistent with the prior year, except for the application of revised HKFRSs which had no significant impact on financial position or performance - Financial statements are presented in HK dollars and comply with HKAS 34 and Appendix D2 of the Listing Rules issued by the Hong Kong Institute of Certified Public Accountants[15] - Accounting policies are consistent with the prior year, except for the application of revised HKFRSs, which had no significant impact[16][18] Revenue and Segment Information The Group's total revenue increased by 13.1%, primarily driven by health and medical product sales in the longevity science business, while money lending and financial advisory revenue decreased, with significant growth in Hong Kong market revenue offsetting a decline in Mainland China Disaggregation of Revenue Sales of health and medical products under the longevity science business significantly increased, while diagnostic and medical testing services revenue and loan interest income both decreased Disaggregation of Revenue from Contracts with Customers | Revenue Source | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of Health and Medical Products | 32,555 | 3,480 | +835.5% | | Provision of Diagnostic and Medical Testing Services | 1,698 | 21,700 | -92.2% | | Loan Interest Income | 13,720 | 17,223 | -20.3% | | Total Revenue Recognized for the Period | 47,973 | 42,403 | +13.1% | Operating Segments Longevity science business revenue significantly increased but recorded an expanded segment loss, while money lending and financial advisory revenue decreased but still generated segment profit, and securities and other investments and property investment businesses reported zero revenue Segment Revenue and Profit/(Loss) | Segment | H1 2025 Revenue (HK$ thousand) | H1 2024 Revenue (HK$ thousand) | Revenue Change (%) | H1 2025 Segment (Loss)/Profit (HK$ thousand) | H1 2024 Segment (Loss)/Profit (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Longevity Science Business | 34,253 | 25,180 | +35.0% | (10,945) | (4,342) | | Money Lending and Financial Advisory Business | 13,720 | 17,223 | -20.3% | 12,306 | 16,233 | | Securities and Other Investments | — | — | - | (20) | (30) | | Property Investment | — | — | - | — | — | | Total | 47,973 | 42,403 | +13.1% | 1,341 | 11,861 | - The longevity science business expanded its scope, commencing sales and distribution of longevity wine[20][24] Geographical Information Revenue from the Hong Kong market significantly increased, while revenue from Mainland China substantially decreased Revenue from External Customers (by Geographical Market) | Geographical Market | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong | 35,190 | 9,817 | +258.5% | | Mainland China | 12,783 | 32,586 | -60.8% | | Total | 47,973 | 42,403 | +13.1% | Other Income and Gains or Losses Total other income and gains or losses for the period amounted to HK$75 thousand, a decrease from the prior year, primarily due to reduced other income and a net exchange loss Other Income and Other Gains or Losses | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank Interest Income | 123 | 42 | | Net Exchange Loss | (63) | — | | Gain on Early Termination of Right-of-Use Assets and Lease Liabilities | 12 | — | | Others | 3 | 349 | | Total | 75 | 391 | Finance Costs Total finance costs for the period increased to HK$663 thousand from the prior year, primarily due to a significant rise in interest on bank and other borrowings Finance Costs | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest on Bank and Other Borrowings | 372 | 44 | | Interest on Lease Liabilities | 291 | 479 | | Total | 663 | 523 | Profit (Loss) Before Tax The Group's loss before tax was HK$11,532 thousand, primarily impacted by increased staff costs, depreciation of property, plant and equipment, and depreciation of right-of-use assets Components of Profit (Loss) Before Tax | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Depreciation of Property, Plant and Equipment | 179 | 88 | | Depreciation of Right-of-Use Assets | 3,301 | 3,200 | | Staff Costs (Including Directors' Emoluments) | 10,429 | 8,536 | Income Tax Expense Income tax expense for the period was HK$1,390 thousand, primarily comprising PRC enterprise income tax, with Hong Kong profits tax applying a two-tiered rate and PRC subsidiaries subject to a 25% tax rate Income Tax Expense | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current Tax — PRC Enterprise Income Tax | 1,390 | 1,665 | - Hong Kong profits tax applies a two-tiered rate of 8.25% (for the first HK$2 million) and 16.5% (for amounts exceeding HK$2 million) to the Group[32][33] - PRC subsidiaries are subject to a tax rate of 25%[34] Loss Per Share Basic and diluted loss per share attributable to owners of the Company was HK$2.29 cents, an increase from the prior year, with share options not assumed to be exercised as their exercise price was higher than the average market price during the period Loss Per Share Calculation Data | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Company (HK$ thousand) | (12,571) | (1,021) | | Basic and Diluted Loss Per Share (HK cents) | (2.29) | (0.2) | - Share options were not assumed to be exercised as their exercise price was higher than the average market price during the period[38] Dividends The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Directors do not recommend the payment of any dividend for H1 2025 (H1 2024: nil)[40] Movements in Property, Plant and Equipment Approximately HK$10,000 of furniture and fixtures were added during the period, with no additions in the prior year - Additions of furniture and fixtures amounted to approximately HK$10,000 in H1 2025[41] - No additions to property, plant and equipment were made in H1 2024, but disposals amounted to approximately HK$721,000[41] Movements in Right-of-Use Assets Additions to right-of-use assets of approximately HK$4,731,000 were recognized during the period due to new lease agreements - Additions to right-of-use assets amounted to approximately HK$4,731,000 in H1 2025, primarily for leased land and building items[42] Financial Assets at Fair Value Through Other Comprehensive Income The Group disposed of all its listed equity investments in H1 2025, thus holding no such financial assets at period-end Financial Assets at Fair Value Through Other Comprehensive Income | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Listed Equity Investments at Fair Value | — | 2,158 | - All listed equity investments were disposed of during H1 2025[46] Loans and Interest Receivables Net loans and interest receivables increased to HK$228,801 thousand, primarily from corporate and individual loans, with most being secured at annual interest rates between 6% and 18%, and overdue amounts over 365 days constituting the largest portion Loans and Interest Receivables | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Loans and Interest Receivables Due from Related Parties — Corporate Loans | 30,000 | — | | Loans and Interest Receivables — Corporate Loans | 596,042 | 582,934 | | Loans and Interest Receivables — Individual Loans | 239,470 | 239,345 | | Less: Impairment | (636,711) | (636,711) | | Net | 228,801 | 185,568 | - Loan terms are typically four years, with annual interest rates ranging from 6% to 18%[48] - Most loans and interest receivables are secured by collateral, but HK$658,560 thousand are unsecured[49] Aging Analysis of Loans and Interest Receivables | Aging | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 947 | 933 | | 31 to 90 days | 32,840 | 2,799 | | 91 to 180 days | 2,826 | 2,800 | | 181 to 365 days | 2,800 | 2,799 | | Over 365 days | 189,388 | 176,237 | | Total | 228,801 | 185,568 | Trade Receivables Net trade receivables significantly decreased to HK$13,654 thousand, with credit terms generally ranging from 30 to 90 days, and longevity science business typically requiring upfront deposits, while current to 30-day receivables constitute the largest portion Trade Receivables | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade Receivables | 13,666 | 72,212 | | Less: Impairment | (12) | (12) | | Net | 13,654 | 72,200 | - Trade receivables credit terms generally range from 30 to 90 days, with the longevity science business typically requiring upfront deposits[52] Aging Analysis of Trade Receivables | Aging | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current to 30 days | 12,901 | 71,138 | | 31 to 90 days | — | — | | 91 to 180 days | — | 9 | | 181 to 365 days | 9 | 364 | | Over 365 days | 744 | 689 | | Total | 13,654 | 72,200 | Deposits, Prepayments and Other Receivables Net deposits, prepayments, and other receivables increased to HK$185,958 thousand, primarily driven by an increase in individual loans funded through strategic partners Deposits, Prepayments and Other Receivables | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Prepayments | 15,218 | 12,443 | | Deposits | 3,522 | 3,524 | | Other Receivables — Individual Loans 100% Funded by Strategic Partners | 134,301 | 126,750 | | Other Receivables — Individual Loans 10% Funded by Strategic Partners | 43,703 | 46,168 | | Other Receivables — Others | 87,132 | 89,860 | | Less: Impairment | (97,918) | (97,918) | | Net | 185,958 | 180,827 | - Other receivables — others include refundable receivables of HK$19,738 thousand related to consulting fees under the longevity science business[55] Liabilities The Group's total current liabilities significantly decreased, primarily due to a substantial reduction in trade payables, while total bank and other borrowings also declined, despite a slight increase in bank borrowings Trade Payables Trade payables significantly decreased to HK$29,702 thousand, primarily concentrated within current to 30 days Aging Analysis of Trade Payables | Aging | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current to 30 days | 27,245 | 70,575 | | 31 to 60 days | 2,252 | — | | 61 to 90 days | — | — | | Over 90 days | 205 | 205 | | Total | 29,702 | 70,780 | Other Payables and Accruals Total other payables and accruals slightly decreased to HK$8,781 thousand Other Payables and Accruals | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Other Payables | 3,128 | 3,457 | | Accruals | 5,653 | 6,746 | | Total | 8,781 | 10,203 | Bank and Other Borrowings Total bank and other borrowings decreased to HK$9,105 thousand, with short-term other borrowings fully repaid, but bank borrowings slightly increased Bank and Other Borrowings | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank Borrowings, Unsecured | 2,192 | 2,128 | | Other Borrowings, Unsecured | 6,913 | 9,413 | | Total | 9,105 | 11,541 | - Short-term other borrowings of HK$2,700 thousand were fully repaid in H1 2025[58] - A Bank of China loan of HK$2,192 thousand (approximately RMB2,000,000) is unsecured, bears an annual interest rate of 4.25%, and is repayable within one year[58] Amounts Due from/to Related Companies Amounts due from/to related companies are unsecured, interest-free, and repayable on demand - Amounts due from/to related companies are unsecured, interest-free, and repayable on demand[60] Share Capital The Company's issued share capital increased, with a total of 636,654,300 ordinary shares issued as of June 30, 2025, primarily due to new share issuance Movements in Share Capital | Item | June 30, 2025 (thousand shares) | December 31, 2024 (thousand shares) | | :--- | :--- | :--- | | Number of Issued Shares | 636,654 | 546,530 | | Share Capital (HK$ thousand) | 6,366 | 5,465 | - On June 25, 2025, a total of 90,124,751 new shares were issued at a subscription price of HK$0.34 per share[65] Contingent Liabilities and Capital Commitments As of June 30, 2025, the Group had no significant contingent liabilities or capital commitments - As of June 30, 2025, the Group had no significant contingent liabilities[63] - As of June 30, 2025, the Group had no capital commitments[64] Related Party Transactions The Group engaged in several significant related party transactions during the period, including loan interest income from joint ventures and related companies, and amounts due from/to related companies, while key management personnel compensation remained stable - Loan interest income from joint ventures Chongqing Juquan and Wuxi Juquan amounted to HK$960 thousand and HK$483 thousand, respectively[68] - Loan interest income of HK$1,500 thousand was recognized for revolving loans due from related companies, including Hong Kong Zhong Ji No. 1 International Medical Group Limited[68] - The Group's outstanding balance due from Hong Kong Zhong Ji No. 1 International Medical Group Limited was approximately HK$1,980 thousand[68] Key Management Personnel Compensation | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Salaries, Allowances and Benefits in Kind | 2,160 | 2,160 | | Pension Scheme Contributions | 36 | 36 | | Total | 2,196 | 2,196 | Business Review and Management Discussion This section provides an overview of the Group's business segments, including money lending, longevity science, securities investment, and property investment, along with management's insights Introduction Zhong Ji Longevity Science Group Limited is actively expanding its longevity science business, aiming to become Asia's first one-stop health and longevity center, in addition to its existing money lending, financial advisory, securities and other investments, and property investment businesses - The Group is focused on expanding its longevity science business and has become Asia's first one-stop health and longevity center[69] Money Lending and Financial Advisory Business The money lending and financial advisory business performed modestly amidst the downturn in China's real estate market and policy changes, with the Group actively pursuing overdue loans through legal channels and negotiating with strategic partners, operating under 'Strategic Partner Business Model' and 'Corporate and Individual Borrower Business Model' Business Transformation and Challenges Tianxing Jiyuan (Beijing) Financial Advisory Co., Ltd.'s lending and financial advisory business is recovering from its P2P loan transformation, but overdue loan recovery is hindered by China's real estate market downturn and government mortgage repayment relief policies, leading to increased costs - Tianxing Jiyuan (Beijing) Financial Advisory Co., Ltd., a key PRC subsidiary, is steadily recovering its lending and financial advisory business from a P2P loan transformation[70] - Overdue loan recovery is hindered by the downturn in PRC real estate transactions and government mortgage repayment relief policies, increasing associated costs and uncertainties[70][71] - The Company has engaged a legal team (Dongwei Law Firm) to execute legal recovery actions for overdue loans, successfully recovering some amounts[73][80] - The Independent Recovery Committee successfully recovered proceeds from two borrower entities for four out of 36 impaired loans[82][84] Strategic Partner Business Model Under this model, the Group collaborates with licensed strategic partners in China to provide financial management and advisory services without acting as a direct lender, with agreements involving two arrangements with partners like Sinotrust, Shaanxi Guoxin, Fanhua, and Haier Cloud Loan, generating revenue through funding, management services, and risk provision funds - Under the 'Strategic Partner Business Model', the Company does not act as a direct lender but provides financial management and advisory services through collaboration with licensed strategic partners in China[86] - Strategic partners include China Foreign Economy and Trade Trust Co., Ltd., Shenzhen Fanhua United Investment Group Co., Ltd., Chongqing Huikenuo Enterprise Management Co., Ltd. (via Chongqing Haier Microfinance Co., Ltd.), and Shaanxi International Trust and Investment Co., Ltd.[88] - Arrangement One (Sinotrust, Shaanxi Guoxin): The Company invests funds to establish trusts, co-manages them, collects management service fees, and ultimately receives proceeds from all remaining collateralized assets after redemption[89][90] - Arrangement Two (Fanhua, Haier Cloud Loan): The Group recruits and refers potential borrowers, collects loan origination/referral/agency fees, and maintains a 20% to 30% 'risk provision subsidy'[91][93] - The top five borrowers under the strategic partner business model account for approximately 20.13% of total other receivables, with loan-to-collateral ratios ranging from 26.74% to 54.05%[97] Corporate and Individual Borrower Business Model Under this model, the Group acts as a direct lender, providing mostly collateralized loans to corporate entities and high-net-worth individual borrowers, and despite some loans being impaired, the Group is actively pursuing debt collection actions - Under the 'Corporate and Individual Borrower Business Model', the Group acts as a direct lender, providing loans to corporate entities and high-net-worth individual borrowers in Mainland China and/or Hong Kong[98] - Loan principal amounts range from approximately HK$47,900 thousand to HK$64,400 thousand, with interest rates between 6% and 18%, and most loans are secured[100] - The top five borrowers under the corporate and individual borrower business model account for approximately 79.38% of total loans and interest receivables[101] - Despite some loans being impaired, the Group has recently initiated debt collection actions for some or all of these impaired loans[101] Longevity Science Business The Group's longevity science business revenue grew but recorded a segment loss due to restructuring costs and new product development investments, focusing on anti-cancer, anti-aging, and knee joint health products while actively expanding marketing channels - Longevity science business revenue was approximately HK$34,253 thousand, with sales of longevity bioproducts contributing HK$32,555 thousand[103] - A segment loss of approximately HK$10,945 thousand was recorded, primarily due to significant restructuring costs incurred by the Shenzhen Longevity Science subsidiary and initial setup costs for developing the 'Wild American Ginseng Wine' health bioproduct trading business[103][104] - The Group's management is optimistic about the development of the longevity science business, believing it will be a future driver of revenue growth[103] Securities Investment The Group has disposed of all remaining listed equity investments, recording a net gain, and holds no long-term listed equity securities investments at period-end - The Group has disposed of all remaining listed equity investments, recording a net gain of approximately HK$120 thousand[105] - As of June 30, 2025, the Group held no long-term investments in equity securities listed on the Stock Exchange[105] Property Investment Business The Group is pursuing legal action regarding the illegal transfer of its Saipan leasehold interest, achieving a preliminary success with the court denying the defendant's motion to dismiss, and future discussions will address the reinstatement of the leasehold interest registration - The Company authorized a Saipan law firm to initiate legal action to invalidate the forged lease assignment and recover ownership of the leasehold interest[106] - The Commonwealth of the Northern Mariana Islands Superior Court issued a final ruling on July 7, 2025, denying the defendant's motion to dismiss and requiring all parties to attend a status conference on October 20, 2025[106] - The Group retains ownership of the Saipan investment property, and its possession of the investment property remains effective[107] Financial Resources and Other Information This section outlines the Group's liquidity, capital structure, significant investments, issued securities, employee policies, asset pledges, and financial risk management Liquidity and Financial Resources The Group primarily funds its operations and capital requirements through equity, retained earnings, and bank and other borrowings, with net current assets increasing but cash and bank balances decreasing Liquidity and Financial Resources | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net Current Assets | 405,862 | 372,047 | | Cash and Bank Balances | 30,036 | 47,842 | | Bank and Other Borrowings | 9,105 | 11,541 | - The Group has not entered into any financial instruments for hedging purposes[109] Capital Structure The Company's issued share capital increased, with a total of 636,654,300 ordinary shares issued as of June 30, 2025 - As of June 30, 2025, the total number of issued ordinary shares with a par value of HK$0.01 each was 636,654,300[110] Material Investments, Acquisitions or Disposals There were no material assets, acquisitions, or disposals of subsidiaries and associates during the period, though the Company intends to acquire 100% equity interest in Asia Integrated Cell Bank Limited, for which no legally binding agreement has yet been entered into - In H1 2025, there were no material assets held, nor material acquisitions or disposals of subsidiaries and associates[111] - The Company intends to acquire 100% equity interest in Asia Integrated Cell Bank Limited, having entered into a non-legally binding memorandum of understanding[111] Issued Securities As of June 30, 2025, 636,654,300 ordinary shares were issued, with an additional 90,124,751 shares allotted and issued during the period - As of June 30, 2025, there were 636,654,300 issued ordinary shares[113] - In H1 2025, the Company allotted and issued an additional 90,124,751 shares[113] Employees and Remuneration Policy The Group's employees are primarily based in Hong Kong and China, receiving internal training, with a competitive remuneration policy based on market levels, responsibilities, and company performance, complemented by a share option scheme to incentivize staff - The Group's employees are primarily based in Hong Kong and Mainland China, with internal training programs provided[115] - The remuneration policy is competitive, referencing market norms, individual employee performance, qualifications, and experience, with bonus awards also possible[115] - The Company grants share options to relevant grantees under a share option scheme to align employee and shareholder interests[116] Pledge of Assets and Treasury Policy At period-end, the Group had no assets pledged to banks or other financial institutions, nor did it provide any corporate guarantees, and it has adopted a treasury policy for securities investment - As of June 30, 2025, the Group had no assets pledged to banks or other financial institutions, nor did it provide any corporate guarantees to any entity[118] - The Group adopted a treasury policy on May 24, 2011, regarding investments in securities of other listed companies on the Stock Exchange[119] Financial Ratios and Risks The Group's gearing ratio decreased, with foreign exchange risk primarily arising from HKD and RMB denominated operations, which management continuously monitors and considers hedging Gearing Ratio | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 2.1% | 2.9% | - The Group's business transactions are primarily denominated in HK dollars and RMB, with management continuously monitoring foreign exchange risk and considering hedging when there is a significant impact[121] - As of June 30, 2025, the Group had no capital commitments or significant contingent liabilities[122][123] Events After the Reporting Period Subsequent to the reporting period, the Group terminated a joint venture agreement and dissolved the joint venture company, entered into a technology promotion agreement with Beijing Sanyouli Heze Biotechnology Co., Ltd., and signed memoranda of cooperation with Haoshiduo (Shenzhen) Biotechnology Co., Ltd. and Shenzhen Zhonghang Health Fashion Group Co., Ltd. to expand its longevity science business; additionally, the Company faces a lawsuit regarding convertible notes and intends to acquire 100% equity in Asia Integrated Cell Bank Limited - The Group reached an agreement and amicably resolved to voluntarily terminate a joint venture agreement and dissolve the joint venture company, with no expected cash gains or significant cash outflows[124][125] - Zhongli (Hainan) Life Science and Technology Co., Ltd., an indirect non-wholly owned subsidiary of the Company, entered into a technology promotion agreement with Beijing Sanyouli Heze Biotechnology Co., Ltd.[126] - Hongfeng Development Limited, a wholly-owned subsidiary of the Company, entered into a memorandum of cooperation with Haoshiduo (Shenzhen) Biotechnology Co., Ltd. and Shenzhen Zhonghang Health Fashion Group Co., Ltd. to collaborate on longevity testing, longevity management, and other related businesses[126][128] - The Company faces a lawsuit where the claimant, Yuhe, demands specific performance of convertible notes with a total principal amount of HK$220,000,000, or an equivalent sum in lieu thereof[126] - The Company entered into a non-legally binding memorandum of understanding with China International Bone and Joint Medical Group Limited, intending to acquire 100% equity interest in Asia Integrated Cell Bank Limited[128] Corporate Governance and Board Information This section covers the Company's adherence to corporate governance standards, directors' securities transactions, share activities, dividend policy, and board composition Corporate Governance The Company complied with the code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules during H1 2025 - The Company complied with the code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules during H1 2025[129] Directors' Securities Transactions All Directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules during H1 2025 - All Directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules during H1 2025[130] Purchase, Sale or Redemption of Shares Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during H1 2025 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during H1 2025[132] Interim Dividend The Directors do not recommend the payment of any interim dividend for H1 2025, consistent with the prior year - The Directors do not recommend the payment of any interim dividend for H1 2025 (H1 2024: nil)[133] Subscription of New Shares Under General Mandate On June 25, 2025, the Company successfully issued 90,124,751 new shares under a general mandate, raising net proceeds of approximately HK$30,442,416, which will be allocated to the longevity science business, legal fees for money lending and financial advisory, and general working capital - On June 25, 2025, the Company successfully issued a total of 90,124,751 new shares at a subscription price of HK$0.34 per share[134][135] - Net proceeds amounted to approximately HK$30,442,416[135] - Net proceeds are intended for the longevity science business at the Hong Kong center (36.3%), Shenzhen longevity science sales channels (13.2%), legal professional fees and related service costs for recovering strategic partners' mortgaged housing loans under the money lending and financial advisory business (17.5%), and the Group's general working capital (33.0%)[135] Audit Committee Review The Audit Committee reviewed and approved the Group's condensed consolidated financial statements for H1 2025 interim results, deeming them compliant with applicable accounting standards, Listing Rules, and all other relevant legal requirements - The Audit Committee, comprising three non-executive Directors, is responsible for assisting the Board in providing independent opinions and overseeing the audit process[137] - The Audit Committee reviewed and approved the Group's condensed consolidated financial statements for H1 2025 interim results and recommended them for Board approval[137] Publication of Interim Results Announcement and Interim Report This interim results announcement has been published on the Stock Exchange and Company websites, with the full interim report containing all required information to be dispatched to shareholders and published in due course - This interim results announcement has been published on the Stock Exchange website (www.hkexnews.hk) and the **Company website (www.irasia.com/listco/hk/zhongjilongevity)**[138](index=138&type=chunk) - The Company's interim report for H1 2025, containing all information required by the Listing Rules, will be dispatched to shareholders and published on the Stock Exchange and Company websites in due course[138] Board of Directors As of this announcement date, the Board comprises Executive Directors Mr. Yan Li (Chairman), Mr. Yan Yifan (CEO), Mr. Li Xiaoshuang, Ms. Cao Zhong; Non-executive Directors Dr. He Yiwu, Mr. Lu Changsheng; and Independent Non-executive Directors Mr. Li Si, Mr. Huang Jiang, and Professor Huang Cibo - Executive Directors: Mr. Yan Li (Chairman), Mr. Yan Yifan (Chief Executive Officer), Mr. Li Xiaoshuang, Ms. Cao Zhong[140] - Non-executive Directors: Dr. He Yiwu, Mr. Lu Changsheng[140] - Independent Non-executive Directors: Mr. Li Si, Mr. Huang Jiang, Professor Huang Cibo[140]