绿领控股(00061) - 2025 - 中期业绩

Interim Results Announcement Financial Highlights The Group announced its unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, showing decreases in revenue and gross profit, a significant shift from profit to loss, and a substantial increase in loss | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Revenue | 70,340 | 73,125 | (2,785) | | Gross Profit | 4,691 | 11,851 | (7,160) | | (Loss)/Profit for the period | (169,763) | 1,710,061 | (1,879,824) | | (Loss)/Profit for the period attributable to owners of the Company | (169,763) | 1,726,335 | (1,896,098) | Condensed Consolidated Statement of Profit or Loss Performance of Continuing Operations The Group's continuing operations recorded a significant loss in the first half of 2025, primarily due to decreased revenue, reduced gross profit, and a substantial increase in finance costs | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | Revenue | 70,340 | 73,125 | | Cost of Sales | (65,649) | (61,274) | | Gross Profit | 4,691 | 11,851 | | Other Operating Income | 702 | 4,215 | | Administrative and Other Operating Expenses | (5,566) | (5,484) | | Finance Costs | (169,010) | (109,650) | | Loss Before Tax | (168,877) | (99,068) | | Loss for the period from continuing operations | (169,763) | (101,909) | Performance of Discontinued Operations In the same period of 2024, the Group recorded a substantial profit from discontinued operations, mainly from the deemed disposal of Shanxi Coal Group, with no such business in 2025 | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | Profit for the period from discontinued operations | – | 1,811,970 | (Loss)/Profit for the period attributable to owners of the Company The loss attributable to owners of the Company significantly shifted from a profit in the prior year to a loss in 2025, mainly due to expanded losses from continuing operations and no profit contribution from discontinued operations | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | (Loss)/Profit for the period attributable to owners of the Company | (169,763) | 1,726,335 | | Loss for the period from continuing operations attributable to owners of the Company | (169,763) | (101,909) | | Profit/(Loss) for the period from discontinued operations attributable to owners of the Company | – | 1,828,244 | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Total Comprehensive (Expense)/Income for the Period The Group's total comprehensive income for the period shifted from income in 2024 to an expense in 2025, primarily due to the loss for the period and negative exchange differences from overseas operations | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | (Loss)/Profit for the period | (169,763) | 1,710,061 | | Exchange differences on translation of overseas operations | (23,654) | 20,807 | | Total comprehensive (expense)/income for the period | (193,698) | 1,899,775 | | Total comprehensive (expense)/income for the period attributable to owners of the Company | (193,698) | 1,913,966 | Condensed Consolidated Statement of Financial Position Assets and Liabilities Position As of June 30, 2025, the Group's net current liabilities and total capital deficit both significantly increased, indicating a continuous deterioration in financial health | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Non-current Assets | 4,987 | 5,842 | | Current Assets | 66,945 | 143,713 | | Current Liabilities | 2,585,594 | 2,183,915 | | Net Current Liabilities | (2,518,649) | (2,040,202) | | Total Assets Less Current Liabilities | (2,513,662) | (2,034,360) | | Total Capital Deficit | (2,674,000) | (2,480,302) | | Non-current Liabilities | 160,338 | 445,942 | Notes 1. General Information The Group primarily engages in cassava starch, coal, and IT product sales and system integration services, facing severe going concern issues including substantial accumulated losses and overdue debts - The Group's principal businesses include cassava starch deep processing, coal processing and sales, and information technology product sales and system integration services[10] | Financial Position | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Net Loss for the period | 169,763 | – | | Accumulated Losses | 12,028,694 | 11,858,931 | | Current Liabilities Exceeding Current Assets | 2,518,649 | 2,040,202 | | Total Liabilities Exceeding Total Assets | 2,674,000 | 2,480,302 | | Total Borrowings | 1,285,031 | 1,250,427 | | Cash and Cash Equivalents | 6,129 | 2,016 | - The Group has multiple overdue or soon-to-be-due debts, including US$40 million in 2017 convertible bonds, other payables related to subsidiary acquisitions of approximately HKD 131 million, and amounts payable to associates of approximately HKD 489 million, posing significant going concern uncertainties[14][15][16] 2. Principal Accounting Policies The interim financial information is prepared on a historical cost basis, applying revised HKFRSs with no significant impact on financial performance or position - The interim financial information is prepared on a historical cost basis and has applied revised Hong Kong Financial Reporting Standards, but with no material impact on the Group's financial position and performance[19][20][21] 3. Segment Information The Group's continuing operations are primarily divided into coal business, system integration services and software solutions, and cassava starch business, with coal being the main revenue source but experiencing a significant decline in segment profit - The Group's continuing operations are divided into coal business, system integration services and software solutions, and cassava starch business[24] | Segment | 2025 Revenue (HKD thousands) | 2024 Revenue (HKD thousands) (Restated) | | :--- | :--- | :--- | | Coal Business | 70,340 | 73,125 | | System Integration Services and Software Solutions | – | – | | Cassava Starch Business | – | – | | Total | 70,340 | 73,125 | | Segment | 2025 Segment Profit/(Loss) (HKD thousands) | 2024 Segment Profit/(Loss) (HKD thousands) (Restated) | | :--- | :--- | :--- | | System Integration Services and Software Solutions | 617 | (51) | | Coal Business | 3,764 | 11,376 | | Cassava Starch Business | – | (7) | | Total | 4,381 | 11,318 | | Segment Assets | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | System Integration Services and Software Solutions | 1,788 | 1,779 | | Coal Business | 60,700 | 119,809 | | Cassava Starch Business | 101 | 43 | | Total Segment Assets | 62,589 | 121,631 | | Total Consolidated Assets | 71,932 | 149,555 | | Segment Liabilities | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | System Integration Services and Software Solutions | 3,710 | 3,982 | | Coal Business | 21,143 | 67,151 | | Cassava Starch Business | 3,118 | 3,118 | | Total Segment Liabilities | 27,971 | 74,251 | | Total Consolidated Liabilities | 2,745,932 | 2,629,857 | 4. Revenue and Other Operating Income The Group's revenue primarily derives from coal business, with coal product sales accounting for the majority, all from the Chinese market, while other operating income includes derecognition gains and government grants | Type of Goods or Services | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | Sales of Coal Products | 69,460 | 72,015 | | Coal Service Fee Income | 880 | 1,110 | | Total | 70,340 | 73,125 | - All revenue is derived from the People's Republic of China market and recognized at a point in time[32] | Other Operating Income | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | Bank Interest Income | 4 | 4 | | Gain on modification of financial liabilities | – | 4,198 | | Government Grants | 51 | 13 | | Gain on derecognition of a subsidiary | 647 | – | | Total | 702 | 4,215 | 5. Finance Costs The Group's finance costs significantly increased, mainly due to higher effective interest expenses on convertible bonds and interest expenses on other borrowings and payables | Finance Cost Item | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | Effective interest expense on convertible bonds | 31,799 | 468 | | Interest expense on other borrowings and other payables | 137,163 | 109,128 | | Interest expense on lease liabilities | 48 | 54 | | Total interest expense on financial liabilities | 169,010 | 109,650 | 6. Loss Before Tax Loss before tax is primarily influenced by depreciation, emoluments of directors and key management, and staff costs, with a reversal of expected credit losses | Item | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 670 | 637 | | Emoluments of directors and chief executive | 1,066 | 1,156 | | Reversal of expected credit losses | (306) | – | | Staff costs | 2,276 | 2,382 | 7. Income Tax Expense The Group is exempt from income tax in Bermuda, Samoa, and BVI, with no tax provision for Hong Kong and Cambodian subsidiaries due to no taxable profits, and a 25% tax rate for Chinese subsidiaries - The Group is exempt from income tax in Bermuda, Samoa, and the British Virgin Islands[39] - Hong Kong and Cambodian subsidiaries have not made income tax provisions due to the absence of taxable profits[39] - Chinese subsidiaries are subject to a tax rate of 25%[39] 8. Dividends The Company did not pay, declare, or propose any interim dividends for the six months ended June 30, 2025, or 2024 - For the six months ended June 30, 2025, and 2024, the Company did not pay, declare, or propose any interim dividends[40] 9. Discontinued Operations The Group classified the mining and coal trading businesses of Shanxi Coal Group as discontinued operations, with a significant gain from the deemed disposal of Shanxi Coal Group in the prior year - Following the completion of the reorganization on January 19, 2024, the mining business of Shanxi Coal Group ceased to be a non-wholly owned subsidiary of the Group, and its financial results have been classified as discontinued operations[41] - The Group decided to terminate the coal trading business within the mining operations, operated through Shanxi Changtong Energy Co, Ltd, to improve profit margins and reallocate resources to the coal processing business[41] | Analysis of Profit for the period from Discontinued Operations (January 1 to June 30, 2024) | | | :--- | :--- | | Loss for the period from mining operations | (50,931) HKD thousands | | Gain on deemed disposal of Shanxi Coal Group | 1,862,901 HKD thousands | | Profit for the period from discontinued operations | 1,811,970 HKD thousands | 10. (Loss)/Earnings Per Share The Group recorded basic and diluted loss per share in the first half of 2025, contrasting with earnings per share in 2024 due to gains from discontinued operations | (Loss)/Earnings Per Share (HK cents) | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | From continuing and discontinued operations (basic and diluted) | (32.3) | 328.0 | | From continuing operations (basic and diluted) | (32.3) | (19.4) | | From discontinued operations (basic and diluted) | – | 347.4 | | Number of Shares (thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Weighted average number of ordinary shares for basic and diluted (loss)/earnings per share | 526,260 | 526,260 | 11. Trade and Bills Receivables The Group's total trade and bills receivables significantly decreased, with a notable increase in receivables within 30 days, indicating a shift in aging structure - The Group generally grants customers credit terms of 30 to 60 days, and bills receivable mature within 6 months from the issue date[49] | Aging | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 13,502 | 334 | | 31 to 60 days | 227 | 53,454 | | 61 to 90 days | 234 | 314 | | 91 to 180 days | 231 | 954 | | 181 to 365 days | 2,383 | 394 | | Total | 16,577 | 55,450 | 12. Trade and Other Payables The Group's total trade payables significantly decreased, with 31-90 day aging cleared, but amounts over 365 days still persist - The average credit period for purchases of goods is 90 days[51] | Aging | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 11,623 | 19,697 | | 31 to 60 days | – | 19,825 | | 61 to 90 days | – | 2,807 | | 91 to 180 days | 555 | – | | 181 to 365 days | 2,472 | 275 | | Over 365 days | 1,839 | 5,737 | | Total | 16,489 | 48,341 | 13. Share Capital The Company's authorized and issued share capital remained unchanged during the period | Share Capital Type | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Authorized Share Capital | 2,000,000 | 2,000,000 | | Issued and Fully Paid Share Capital | 526 | 526 | 14. Comparative Figures Certain comparative figures have been restated due to disclosure requirements for discontinued operations - Comparative figures in the condensed consolidated statement of profit or loss have been restated due to disclosure requirements for discontinued operations[53] Management Discussion and Analysis Business Review The Group maintained stable coal business operations with slightly reduced revenue amidst a challenging global economic environment, while actively exploring opportunities in cassava starch and system integration services Overview The first half of 2025 saw a challenging and uncertain global economic environment, yet China's economy demonstrated resilience with a 5.3% GDP growth - The global economic environment in the first half of 2025 faced challenges, including US tariff policies and geopolitical conflicts in the Middle East[55] - China's economy demonstrated resilience, with GDP growth reaching 5.3% in the first half of the year[55] Coal Business Coal business operations remained stable despite slightly reduced revenue due to weaker market demand, with the Group maintaining resilience through customer relationships, advanced washing technology, and flexible supply arrangements - Coal business revenue slightly decreased compared to the same period in 2024, but overall operations remained stable[56] - The Group is committed to strengthening long-term cooperation with existing customers, improving coking coal quality through advanced washing processes, and maintaining flexible supply arrangements[56] - Amidst industry instability, the Group adheres to a prudent operating strategy, focusing on key businesses, ensuring production safety, stable supply chains, and deepening customer cooperation[56] Cassava Starch Business The Group is actively seeking business opportunities related to cassava agriculture and deep processing in Cambodia - The Group is actively seeking business opportunities related to cassava agriculture and deep processing in Cambodia[57] System Integration Services and Software Solutions The Group is exploring business opportunities related to the system integration services and software solutions segment - The Group is exploring business opportunities related to the system integration services and software solutions segment[58] Financial Review The Group's loss from continuing operations significantly increased in the first half of 2025, primarily due to reduced revenue and gross profit from lower average selling prices of coal products, and a substantial rise in finance costs Results Review Loss from continuing operations expanded to HKD 169 million during the period, mainly due to decreased revenue and gross profit from lower average selling prices of coal products, and a HKD 59.36 million increase in finance costs | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Loss for the period from continuing operations | 169,763 | 101,909 | 67,854 (Increase) | | Revenue | 70,340 | 73,125 | (2,785) (Decrease) | | Gross Profit | 4,691 | 11,851 | (7,160) (Decrease) | | Administrative and Other Operating Expenses | 5,566 | 5,484 | 82 (Increase) | | Finance Costs | 169,010 | 109,650 | 59,360 (Increase) | | Loss for the period from continuing operations attributable to owners of the Company | 169,763 | 101,909 | 67,854 (Increase) | - The increase in finance costs was primarily due to an increase of approximately HKD 31.331 million in effective interest expense on convertible bonds and an increase of approximately HKD 28.035 million in interest expense on other borrowings and payables[62] Liquidity and Financial Resources The Group's total capital deficit and total liabilities continued to increase, rendering the gearing ratio meaningless due to the capital deficit, while cash and cash equivalents increased but remained low Total Capital Deficit As of June 30, 2025, the Group's total assets, total liabilities, and total capital deficit all indicated a deteriorating financial position | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Total Assets | 71,932 | 149,555 | | Total Liabilities | 2,745,932 | 2,629,857 | | Total Capital Deficit | 2,674,000 | 2,480,302 | Gearing Level The Group's gearing ratio is not meaningful due to the existence of a capital deficit - The Group recorded a capital deficit as of June 30, 2025, and December 31, 2024, rendering the gearing ratio not meaningful[65] Liquidity The Group's cash and cash equivalents increased, but it still had no bank borrowings | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Total Cash and Cash Equivalents | 6,129 | 2,016 | - The Group had no bank borrowings during both reporting periods[66] Management's Opinion on Going Concern Management acknowledges significant going concern uncertainties but believes the Group can resolve these issues by implementing its action plan - The Directors acknowledge the existence of significant uncertainties that may cast substantial doubt on the Group's ability to continue as a going concern[67] - The Group has not received any winding-up petitions or further notices of legal proceedings against the Company, despite some debts being overdue[68] - Management believes that if the action plan is successfully implemented, the Group will resolve its going concern issues[69] Company's Action Plan The Group has formulated several action plans to address going concern issues, including negotiating debt repayment extensions, increasing coal business profitability, and seeking external financing - The Group is negotiating with holders of the 2017 convertible bonds, creditors of other payables related to subsidiary acquisitions, associates, and holders of the 2024 convertible bonds to extend repayment due dates[70] - The Group will take proactive measures to increase the profitability of its coal business to improve operating cash flow and financial position[70] - The Group is committed to obtaining external financing and/or fundraising opportunities[70] - The Group's ability to continue as a going concern depends on successfully reaching debt extension agreements, increasing coal business profitability, and securing external financing[72] Other Information Update on the Company's Action Plan The Company is negotiating with potential investors and major creditors for debt restructuring and repayment extensions, having made preliminary progress, but awaits creditors' consideration of proposed terms - The Company is negotiating potential investment terms with a state-owned enterprise in China (a potential investor) as part of a debt restructuring plan[74] - The Company has held discussions with 2017 noteholders, other creditors, and associates, and the potential investor has proposed terms to the 2017 noteholders[74][78] - The Company has requested other creditors to refrain from taking action until the potential restructuring is finalized, and currently, no other creditors have taken any action[78] - The Company has initiated discussions with the 2024 convertible bondholders regarding an extension of the maturity date[78] | Date | Action | | :--- | :--- | | April to August 2025 | Seeking and negotiating with potential investors for potential restructuring | | April to August 2025 | Negotiating with 2017 noteholders for settlement/extension | | April to September 2025 | Negotiating with other creditors for settlement/extension | | April to September 2025 | Negotiating with the Company's associates for repayment terms of amounts payable to associates | | Before end of December 2025 | Completion of potential restructuring and settlement/extension with 2017 noteholders | | Before end of December 2025 | Execution of extension/settlement agreements with other creditors | | Before end of December 2025 | Execution of agreements with associates regarding repayment terms | Share Capital and Capital Structure Details of the Company's share capital changes are provided in Note 13, with no significant changes during the period - Details of the Company's share capital changes are set out in Note 13[76] Pledge of Assets The equity of certain subsidiaries, receivables, and Cambodian land have been pledged for the 2017 convertible bonds - To secure the 2017 convertible bonds, the entire issued share capital of certain subsidiaries of the Company, the Company's shares and convertible loan notes owned by China Energy (Hong Kong) Holdings Limited, receivables due to the Company, and certain land in Cambodia have been pledged[77] Foreign Exchange Risk The Group currently has no foreign currency hedging policy and anticipates no significant short-term currency risk, but long-term or substantial changes in RMB to HKD exchange rates could impact results - The Group currently has no foreign currency hedging policy and anticipates no significant short-term currency risk[79] - Long-term or substantial changes in the exchange rate of Renminbi against Hong Kong Dollars may impact the Group's results and financial position[79] Treasury Policy The Group funds its operations through internal resources, equity, and/or debt financing activities, considering all favorable financing methods - The Group generally funds its business operations through internally generated resources, equity, and/or proceeds from debt financing activities[80] Material Investments and Material Acquisitions and/or Disposals During the period, the Group held no material investments and made no material acquisitions and/or disposals of subsidiaries, associates, and joint ventures - During the period, the Group held no material investments and made no material acquisitions and/or disposals of subsidiaries, associates, and joint ventures[81] Contingent Liabilities and Capital Commitments As of June 30, 2025, the Group had no material contingent liabilities or capital commitments contracted but not provided for - As of June 30, 2025, and December 31, 2024, the Group had no material contingent liabilities[82] - The Group had no capital commitments contracted but not provided for in respect of the acquisition of property, plant and equipment as of June 30, 2025[82] Employees and Remuneration Policy The Group's employee count slightly decreased, with remuneration policies based on market conditions, individual performance, qualifications, and experience, offering various benefits | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 46 | 47 | - The Group determines remuneration based on employee performance, work experience, and current market prices, offering benefits such as Mandatory Provident Fund, insurance, medical allowances, and training programs[83] Compliance with Regulations During the period, the Group experienced no material non-compliance with relevant laws and regulations that significantly impacted its operations - During the period, there were no events of non-compliance with relevant laws and regulations that had a material impact on the Group[84] Prospects For the second half of 2025, the coking coal market is expected to remain in an adjustment phase with prices gradually stabilizing but unlikely to rebound strongly, as the Group maintains a pragmatic and stable operating strategy focused on cost control and operational efficiency - In the second half of 2025, the coking coal market is expected to remain in an adjustment phase, with demand prospects depending on China's macroeconomic recovery, while a moderate rebound in the steel industry may provide some support[85] - The Group anticipates that coking coal prices are unlikely to rebound strongly in the near term but may gradually emerge from the trough and stabilize[85] - The Group will continue to adopt a pragmatic and stable operating strategy, prioritizing continuous and stable service to existing customers, and consolidating its professional advantages in coal washing, blending, and coking coal supply[86] - The Group will further promote cost control, improve operational efficiency, and strengthen internal management to enhance overall risk resistance capabilities[86] Purchase, Sale and Redemption of Shares During the period, neither the Company nor its subsidiaries purchased, redeemed, or sold any of the Company's listed securities, and no treasury shares were held at period-end - During the period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[87] Standard Code for Securities Transactions by Directors All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules throughout the period - All Directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules throughout the period[88] Compliance with Corporate Governance Code The Company complied with the Corporate Governance Code during the period, with the exception of the Chairman and CEO roles being held by the same person, an arrangement the Board deems appropriate - Mr Xie Nanyang, the Chairman of the Company, also serves as the Chief Executive Officer, which constitutes a deviation from Code Provision C.2.1 of the Corporate Governance Code[89] - The Board believes that combining the roles of Chairman and Chief Executive Officer facilitates the execution of business strategies and enhances operational efficiency, and that the Board has an appropriate structure of checks and balances[89] Audit Committee Review of Interim Results The Audit Committee has reviewed the Group's unaudited condensed consolidated interim financial information for the period - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim financial information for the period[90] Publication of Consolidated Interim Results and 2025 Interim Report on HKEX and Company Website This interim results announcement has been published on the HKEX and Company websites, and the 2025 Interim Report will be dispatched to shareholders and published in due course - This interim results announcement has been published on the HKEX website (www.hkexnews.hk) and the Company's website (www.irasia.com/listco/hk/greenleader)[91](index=91&type=chunk) - The 2025 Interim Report, containing all information required by the Listing Rules, will be dispatched to the Company's shareholders and published in due course[91]