Company Information Provides key details about the company's executive and independent directors, stock code, and website - Executive Directors include Mr. Xiang Xin (Chairman and Chief Executive Officer) and Mr. Chen Changyi3 - Independent Non-executive Directors include Ms. An Jing, Ms. Zhou Zan, and Ms. Qin Han3 - The company's stock code is 1217, and its website is www.1217.com.hk[5](index=5&type=chunk) Financial Highlights Presents a concise overview of the company's financial performance, including turnover, profit, and earnings per share, along with dividend policy Financial Highlights | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Turnover | 683,279 | 269,660 | | Revenue | 30,825 | 11,843 | | Profit for the period and attributable to owners of the Company | 23,072 | 8,109 | | Basic Earnings Per Share (HK cents) | 0.180 | 0.063 | - The Board does not recommend paying an interim dividend for the six months ended June 30, 2025, to conserve capital for operations and potential investment opportunities7 Management Discussion and Analysis Offers a comprehensive review of the company's financial and business performance, strategic outlook, liquidity, capital structure, and employee information Financial Review For the six months ended June 30, 2025, the company achieved significant growth in turnover and net profit, primarily due to increased realized gains from the disposal of investments measured at fair value through profit or loss - For the six months ended June 30, 2025, the company's turnover was approximately HKD 683,279,000, a significant increase from HKD 269,660,000 in the same period of 20248 - The company's revenue was approximately HKD 30,825,000, primarily comprising net realized gains of approximately HKD 47,507,000 from the disposal of investments measured at fair value through profit or loss, and net unrealized holding losses of approximately HKD 18,188,000910 - Net profit for the period was approximately HKD 23,072,000, a significant increase from HKD 8,109,000 in the same period of 2024, mainly due to increased realized gains from investment disposals11 Business Review As a listed investment company on the HKEX, the company primarily seeks capital appreciation through investments in both unlisted and listed entities, increasing stakes in six unlisted companies and maintaining significant holdings in Hong Kong-listed securities, including Alibaba Group Holding Limited Investments in Unlisted Companies As of June 30, 2025, the company held investments in six unlisted companies across sectors like solar energy, LED lighting, building materials, health communications, asset management, and hotel services, increasing its equity in five of them - As of June 30, 2025, the company held investments in six unlisted companies with a total carrying value of approximately HKD 261,535,00013 - The company increased its shareholding in Sun Creation Limited (solar energy), Weimei Vision Limited (LED lighting), Lianguan Future Limited (building decoration materials), Fengtian Huifu Limited (health communications), and Guangyuan Starry Sky Limited (asset management)16 - The company committed to further capital contributions of approximately HKD 99,771,000 to Sun Hong Kong, Weimei Hong Kong, Lianguan Overseas, Fengtian Hong Kong, and Guangyuan Hong Kong15 Investments in Listed Companies The company saw a significant increase in total proceeds from sales of Hong Kong-listed securities, with an enhanced value of listed equity investments measured at fair value through profit or loss, prominently featuring Alibaba Group Holding Limited, alongside a strategic investment in Easy Life Holdings Limited whose shares are currently suspended from trading - For the half-year ended June 30, 2025, total proceeds from investment sales were HKD 683,279,000, a significant increase from HKD 269,660,000 in the same period of 202419 Investments measured at fair value through profit or loss (equity securities listed in Hong Kong) | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Investments measured at fair value through profit or loss (equity securities listed in Hong Kong) | 128,157 | 86,251 | - Key listed equity securities include Alibaba Group Holding Limited (09988.hk), with 729,000 shares held, valued at approximately HKD 80,044,00019 - On September 25, 2024, the company subscribed for 226,000,000 new shares of Easy Life Holdings Limited (00223.hk), representing approximately 16.66% of its issued share capital, though Easy Life shares were suspended from trading on December 2, 202421 Outlook The company aims for medium-to-long-term capital appreciation by investing in quality listed and unlisted companies, having achieved breakthroughs in six industrial sectors: new energy, new light sources, new materials, new health, new services, and new capital, while continuing to explore innovative business models like the "free economy" and actively participating in the "Common Prosperity Program" - The company's primary operating strategy is to achieve medium-to-long-term capital appreciation by investing in quality listed and unlisted companies, aiming to benefit from the securitization process of invested enterprises22 - Substantial project breakthroughs have been achieved in six industrial sectors: "new energy," "new light sources," "new materials," "new health," "new services," and "new capital"2223 - The company explores investing in "free economy" business models, such as investing in photovoltaic buildings to collect electricity generation revenue from power companies, and investing in debt instruments to receive returns linked to index growth24 - The company and its subsidiaries actively respond to the national "Common Prosperity" policy by participating in the "Common Prosperity Program," aiming to help business clients increase sales and end-users increase consumption24 Liquidity and Financial Position As of June 30, 2025, the company held approximately HKD 195,188,000 in cash and cash equivalents, primarily denominated in HKD, operating with its own funds in a net cash position with zero gearing, anticipating sufficient financial resources for future needs - As of June 30, 2025, the company's cash and cash equivalents were approximately HKD 195,188,000, primarily denominated in HKD25 - The company funds its operations with its own capital, has not raised any bank financing, is in a net cash position, and has a gearing ratio of zero25 Capital Structure For the six months ended June 30, 2025, the company's capital structure consisted solely of ordinary shares, with no changes during the period - The company's capital is composed solely of ordinary shares26 Foreign Exchange Fluctuations The company primarily conducts business transactions in USD and HKD, and the Directors believe there is no significant foreign exchange fluctuation risk, thus no need to hedge exchange rate risks, though management will continue to monitor - The company primarily conducts business transactions in US dollars and Hong Kong dollars27 - The Directors believe the company has no significant foreign exchange fluctuation risk and does not need to hedge any exchange rate risks27 Pledge of Company Assets and Contingent Liabilities As of June 30, 2025, the company had not pledged any assets and had no significant contingent liabilities - As of June 30, 2025, the company had not pledged any of its assets and had no significant contingent liabilities28 Employee Information As of June 30, 2025, the company had 15 employees, a decrease from 2024, with total remuneration paid increasing during the period, and its remuneration policy is regularly reviewed based on market conditions and individual performance - As of June 30, 2025, the company had 15 staff members (2024: 19)29 - Total remuneration paid to staff (including Directors' emoluments) was approximately HKD 1,690,000 (2024: HKD 1,325,000)29 Acknowledgement The Board of Directors extends its sincere gratitude to all individuals who supported and contributed to the company during the reporting period - The Board of Directors expresses its sincere gratitude to all individuals who strongly supported and made significant contributions to the company during the period30 Disclosure of Interests Details the shareholdings and option interests of the company's directors and major shareholders Directors' Interests Disclosure As of June 30, 2025, independent non-executive directors An Jing, Zhou Zan, and Qin Han each held 30,000,000 share options with an exercise price of HKD 0.0497, representing approximately 0.23% of the company's issued share capital Directors' Interests in Share Options | Director Name | Number of Shares | Percentage | | :--- | :--- | :--- | | An Jing | 30,000,000(L) | 0.23% | | Zhou Zan | 30,000,000(L) | 0.23% | | Qin Han | 30,000,000(L) | 0.23% | - The exercise price for all share options is HKD 0.049734 Major Shareholders' Interests Disclosure As of June 30, 2025, Harvest Rise Investments Limited was a major shareholder, holding 29.82% of shares, with China Trends Holdings Limited and China Science and Technology Education Foundation holding the same interest through their control over Harvest Rise Investments Limited Major Shareholders' Interests | Name/Entity | Capacity | Number of Shares | Percentage | | :--- | :--- | :--- | :--- | | Harvest Rise Investments Limited | Beneficial | 3,817,807,905(L) | 29.82% | | China Trends Holdings Limited | Interest in controlled corporation | 3,817,807,905(L) | 29.82% | | China Science and Technology Education Foundation | Interest in controlled corporation | 3,817,807,905(L) | 29.82% | - Harvest Rise Investments Limited is a wholly-owned private company beneficially owned by China Trends Holdings Limited, and China Science and Technology Education Foundation is the largest shareholder of China Trends36 Corporate Governance and Other Information Outlines the company's adherence to corporate governance practices, audit committee functions, and other relevant disclosures Corporate Governance Practices The company is committed to maintaining high standards of corporate governance and complies with the Corporate Governance Code, with the only deviation being the combined roles of Chairman and Chief Executive Officer, which the Board deems to be in the company's best interest - The company is committed to adopting best corporate governance practices and complies with the Corporate Governance Code set out in Appendix C1 of the Listing Rules37 - The roles of Chairman and Chief Executive Officer are held by Mr. Xiang Xin, which deviates from Code Provision C.2.1, but the Board considers this arrangement appropriate and in the company's best interest38 Audit Committee The Audit Committee, comprising three independent non-executive directors, is responsible for reviewing and overseeing the company's financial reporting process, internal controls, and risk management systems, and has reviewed the unaudited condensed financial statements for the six months ended June 30, 2025 - The Audit Committee comprises three independent non-executive Directors (Ms. An Jing, Ms. Qin Han, and Ms. Zhou Zan), with Ms. An Jing serving as Chairman39 - Its primary responsibilities include reviewing and overseeing the company's financial reporting process, internal controls, and risk management systems39 - The unaudited condensed financial statements for the six months ended June 30, 2025, have been reviewed40 Events After Reporting Period No significant events occurred after the reporting period - No significant events occurred after the reporting period41 Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, the company did not purchase, sell, or redeem any of its own listed securities - For the six months ended June 30, 2025, the company did not purchase, sell, or redeem any of its own listed securities42 Standard Code for Securities Transactions The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers, and all Directors have complied with its required standards - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules43 - Following specific enquiries with all Directors, the company's Directors have complied with the required standards set out in the Model Code44 Sufficiency of Public Float For the entire six-month period ended June 30, 2025, the company maintained a sufficient public float in accordance with the Listing Rules - For the entire six-month period ended June 30, 2025, the company maintained a sufficient public float in accordance with the Listing Rules45 Condensed Statement of Profit or Loss and Other Comprehensive Income Presents a summary of the company's financial performance, including turnover, revenue, expenses, and profit for the period Condensed Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Turnover | 683,279 | 269,660 | | Revenue | 30,825 | 11,843 | | Other income | 1,829 | 66 | | Administrative and other operating expenses | (8,938) | (3,741) | | Share of results of an associate | (611) | – | | Finance costs | (33) | (59) | | Profit before tax | 23,072 | 8,109 | | Income tax expense | – | – | | Profit for the period and attributable to owners of the Company | 23,072 | 8,109 | | Total comprehensive income for the period and attributable to owners of the Company | 23,072 | 8,109 | | Basic Earnings Per Share (HK cents) | 0.180 | 0.063 | Condensed Statement of Financial Position Provides a snapshot of the company's assets, liabilities, and equity at the end of the reporting period Condensed Statement of Financial Position | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Non-current Assets | | | | Right-of-use assets | 881 | 1,321 | | Property, plant and equipment | 217 | 265 | | Investment in an associate | 11,276 | 11,887 | | Equity investments at fair value through other comprehensive income | 250,259 | 200,259 | | Current Assets | | | | Investments measured at fair value through profit or loss | 128,157 | 86,251 | | Prepayments, deposits and other receivables | 30,752 | 35,006 | | Cash and bank balances | 195,188 | 213,589 | | Current Liabilities | | | | Other payables and accrued expenses | 50,013 | 4,486 | | Lease liabilities | 934 | 907 | | Non-current Liabilities | | | | Lease liabilities | – | 474 | | Total Equity | 565,783 | 542,711 | Condensed Statement of Changes in Equity Details the movements in the company's equity components over the reporting period Condensed Statement of Changes in Equity | Metric | January 1, 2025 (HKD thousands) | Total comprehensive income for the period (HKD thousands) | June 30, 2025 (HKD thousands) | | :--- | :--- | :--- | :--- | | Issued share capital | 128,016 | – | 128,016 | | Share premium | 655,342 | – | 655,342 | | Revaluation reserve | (137,766) | – | (137,766) | | Share option reserve | 708 | – | 708 | | Accumulated losses | (103,589) | 23,072 | (80,517) | | Total Equity | 542,711 | 23,072 | 565,783 | Condensed Statement of Cash Flows Summarizes the cash inflows and outflows from operating, investing, and financing activities Condensed Statement of Cash Flows | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Net cash (used in) generated from operating activities | (19,460) | 150,250 | | Net cash flow from investing activities | 1,506 | 5,092 | | Net cash used in financing activities | (447) | (421) | | Net (decrease) increase in cash and cash equivalents | (18,401) | 154,921 | | Cash and cash equivalents at beginning of period | 213,589 | 40,578 | | Cash and cash equivalents at end of period | 195,188 | 195,499 | Notes to the Condensed Financial Statements Provides detailed explanations and breakdowns for various items presented in the condensed financial statements 1 Company Information Incorporated in the Cayman Islands, the company has been listed on the Main Board of the HKEX since August 28, 2002, primarily engaging in investment activities to achieve medium-to-long-term capital appreciation through investments in listed and unlisted companies in Hong Kong and Mainland China - The company was incorporated in the Cayman Islands, and its shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited since August 28, 200250 - The company's principal business is investment, aiming to achieve medium-to-long-term capital appreciation through investments in listed and unlisted companies in Hong Kong and China50 2 Basis of Preparation The unaudited condensed interim financial statements are prepared in HKD in accordance with HKAS 34 and Appendix D2 of the Listing Rules, with accounting policies consistent with the 2024 annual financial statements, and new/revised HKFRSs having no significant impact on current or prior period results - The unaudited condensed interim financial statements are prepared in accordance with Appendix D2 of the Listing Rules and Hong Kong Accounting Standard 34 "Interim Financial Reporting"51 - The financial statements are presented in Hong Kong dollars, which is the company's functional currency52 - The accounting policies and methods of computation used in preparing these financial statements are consistent with those used in the preparation of the 2024 financial statements, and new and revised HKFRSs have had no significant impact52 3 Turnover, Revenue and Other Income Turnover represents total proceeds from sales of investments measured at fair value through profit or loss, while revenue primarily includes bank interest, dividends from Hong Kong-listed equity securities, net realized gains from investment disposals, and net unrealized holding losses, with other income mainly comprising foreign exchange gains - Turnover represents the total proceeds from the sale/redemption of investments measured at fair value through profit or loss53 Revenue Sources | Source of Revenue | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Bank interest income | 1,289 | 1,681 | | Dividend income from equity securities listed in Hong Kong | 217 | 3,411 | | Net realized gains from disposal of investments measured at fair value through profit or loss | 47,507 | 24,522 | | Net unrealized holding (losses) gains on investments measured at fair value through profit or loss | (18,188) | (17,771) | | Total Revenue | 30,825 | 11,843 | - Other income primarily consists of foreign exchange gains, amounting to HKD 1,829 thousand in 2025 (2024: HKD 66 thousand)54 4 Profit Before Tax The company's profit before tax is arrived at after deducting depreciation of right-of-use assets, depreciation of property, plant and equipment, employee benefit expenses, interest expense on lease liabilities, and investment management fees Profit Before Tax Components | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Depreciation of right-of-use assets | 440 | 440 | | Depreciation of property, plant and equipment | 48 | 48 | | Employee benefit expenses (including Directors' emoluments) | 1,690 | 1,325 | | Interest expense on lease liabilities | 33 | 59 | | Fees for investment management | 160 | 240 | 5 Income Tax Expense For the six months ended June 30, 2025, and 2024, no provision for Hong Kong profits tax was made, as sufficient tax losses were available to offset estimated assessable profits - The company made no provision for Hong Kong profits tax for the six months ended June 30, 2025, and 2024, as there were sufficient tax losses available to offset estimated assessable profits56 6 Earnings Per Share Basic earnings per share was 0.180 HK cents, calculated based on profit attributable to owners and the weighted average number of shares outstanding; diluted earnings per share is not presented due to the absence of potential dilutive ordinary shares - Basic earnings per share was calculated at 0.180 HK cents (2024: 0.063 HK cents), based on profit attributable to owners of the Company of approximately HKD 23,072,000 and the weighted average number of 12,801,578,629 shares outstanding during the period57 - Diluted earnings per share is not presented as the company has no potential dilutive ordinary shares57 7 Equity Investments at Fair Value Through Other Comprehensive Income This category includes the company's designated unlisted equity securities, whose fair value is recognized through other comprehensive income - The company's designated unlisted equity securities are measured at fair value through other comprehensive income58 8 Investments Measured at Fair Value Through Profit or Loss This category primarily comprises equity securities listed in Hong Kong, with fair values determined by market quotations, including Alibaba Group Holding Limited shares valued at approximately HKD 80,044,000, representing about 13.0% of the company's total assets Investments Measured at Fair Value Through Profit or Loss | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Equity securities listed in Hong Kong | 128,157 | 86,251 | - The fair value of Hong Kong-listed equity securities is determined by market quotations59 - The above balance includes 729,000 shares of Alibaba Group Holding Limited, with a market value of approximately HKD 80,044,000 (representing approximately 13.0% of the company's total assets)59 9 Cash and Bank Balances Bank cash earns interest at daily bank deposit rates, with time deposits ranging from one day to one month, and the carrying amount of cash and bank balances approximates their fair value - Bank cash earns interest at floating rates based on daily bank deposit rates60 - Time deposits during the period ranged from one day to one month60 - The carrying amount of cash and bank balances approximates their fair value60 10 Lease Liabilities Lease liabilities are measured at the present value of unpaid lease payments, primarily for office properties; the company faces no significant liquidity risk regarding lease liabilities, with total cash outflows for leases amounting to HKD 480,000 during the period Lease Liabilities Payable | Lease Liabilities Payable | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Within one year | 934 | 907 | | After one year but within two years | – | 474 | | After two years but within five years | – | – | | Total | 934 | 1,381 | - The company faces no significant liquidity risk regarding its lease liabilities62 - Total cash outflows for leases for the period ended June 30, 2025, amounted to HKD 480,000 (2024: HKD 480,000)62 11 Share Capital The company's authorized share capital consists of 100,000,000,000 ordinary shares of HKD 0.01 each, with 12,801,578,629 ordinary shares of HKD 0.01 each issued and fully paid, totaling HKD 128,016 thousand Share Capital | Type of Share Capital | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Authorized share capital (100,000,000,000 shares of HKD 0.01 each) | 1,000,000 | 1,000,000 | | Issued and fully paid share capital (12,801,578,629 shares of HKD 0.01 each) | 128,016 | 128,016 | 12 Share Options The company's share option scheme adopted in 2014 expired on June 3, 2024; as of June 30, 2025, 90,000,000 unexercised share options held by Directors remained, with an exercise price of HKD 0.0497, and no options were granted, exercised, cancelled, or lapsed during the period - The company adopted a share option scheme on May 22, 2014, which expired on June 3, 20246465 Unexercised Share Options | Grantee | Number of unexercised share options as at June 30, 2025 | Exercise price per share option (HKD) | | :--- | :--- | :--- | | Zhou Zan | 30,000,000 | 0.0497 | | An Jing | 30,000,000 | 0.0497 | | Qin Han | 30,000,000 | 0.0497 | | Total | 90,000,000 | | - For the periods ended June 30, 2025, and 2024, no share options were granted, exercised, cancelled, or lapsed67 13 Related Party Transactions Related party transactions include investment management fees paid to Guojin Securities (Hong Kong) Limited (2025) and Evergrande Securities (Hong Kong) Limited (2024), and rent paid to New Era Group (China) Limited, controlled by Mr. Xiang Xin, with key management personnel remuneration remaining stable Related Party Transactions | Transaction Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Investment management fees paid to Guojin Securities (Hong Kong) Limited | 160 | – | | Investment management fees paid to Evergrande Securities (Hong Kong) Limited | – | 240 | | Rent paid to New Era Group (China) Limited | 480 | 480 | | Remuneration of key management personnel | 300 | 300 | - Mr. Xiang Xin, a Director of the company, has control over New Era Group69 14 Fair Value Measurement The company uses a fair value hierarchy (Levels 1, 2, 3) for fair value measurement; for Level 3 instruments with significant unobservable inputs, a third-party qualified valuer is engaged, primarily using the market approach (P/B ratio) and cost approach (net asset value) - Inputs for fair value measurement are categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs, either directly or indirectly), and Level 3 (unobservable inputs)71 Fair Value Measurement of Level 3 Instruments | Details | Valuation Technique | Input Data | Range | | :--- | :--- | :--- | :--- | | Unlisted equity securities classified as equity investments at fair value through other comprehensive income | Market approach | Price-to-book ratio | 1.88-3.00 | | | | Discount for lack of marketability | 16% | | | Cost approach | Net asset value | Net asset value with reference to the management accounts of the investee companies | - The company engages a third-party qualified valuer for Level 3 fair value measurements74 15 Contingent Liabilities As of June 30, 2025, and December 31, 2024, the company had no significant contingent liabilities - As of June 30, 2025, and December 31, 2024, the company had no significant contingent liabilities75 16 Capital Commitments Other than those disclosed in this interim report, the company had no other significant capital commitments as of June 30, 2025, and December 31, 2024 - Other than those disclosed in this interim report, the company had no other significant capital commitments as of June 30, 2025, and December 31, 202476 17 Interim Dividend The Directors do not recommend paying an interim dividend for the six months ended June 30, 2025 (2024: nil) - The Directors do not recommend paying an interim dividend for the six months ended June 30, 2025 (2024: nil)77
中国创新投资(01217) - 2025 - 中期财报