TOM集团(02383) - 2025 - 中期财报

Definitions Key Terms and Business Segments This section defines key terms used in the interim report, including company entities, business segments (media, technology platform & investments), and major associates (Ule, WeLab, MioTech) - TOM Group's business segments include: * Media Business: Covers publishing and advertising business groups * Technology Platform & Investments: Includes e-commerce, mobile internet groups, and strategic investments in fintech and advanced big data analytics; Social Network Group is classified as a discontinued operation[8] - Major associates and investments: * Ule: Ule Holdings Limited and its subsidiaries, primarily operating e-commerce/supply chain businesses in mainland China * WeLab: A leading Asian fintech company operating digital banking and online financial services in Hong Kong, mainland China, and Indonesia * MioTech: A leading Asian provider of sustainable data and software[8] Company Information Board of Directors and Committees This section lists TOM Group's Board of Directors, including Chairman, Executive, Non-Executive, and Independent Non-Executive Directors, and details the members of key committees like Audit, Remuneration, Nomination, and Sustainability - Board members include Chairman Frank John Sixt, Executive Director Ken Yeung, Non-Executive Directors Angelika Lee and Alice Lee, and Independent Non-Executive Directors H.S. George Sze, Dr. Fong Chi Wai, and Chan Tze Leung[11] - The company has an Audit Committee (Chairman: Dr. Fong Chi Wai), Remuneration Committee (Chairman: Dr. Fong Chi Wai), Nomination Committee (Chairman: H.S. George Sze), and Sustainability Committee (Chairman: Ken Yeung)[11] Chairman's Statement Performance and Strategy Overview The Chairman's report highlights TOM Group's H1 2025 focus on growth-potential investments and divestment of loss-making businesses, achieving a 1.1% revenue increase in continuing operations, 42.7% gross margin, and a 31% reduction in loss attributable to shareholders despite macroeconomic headwinds - The Group continues to focus on investing in high-growth potential business areas, including rural e-commerce/supply chain in China, fintech, and advanced big data analytics[13] - The social media business Pixnet was divested during the period to improve resource efficiency and capital allocation[15] 2025 H1 Continuing Operations Key Financial Data | Indicator | 2025 H1 (HKD) | 2024 H1 (HKD) | Change | | :--- | :--- | :--- | :--- | | Consolidated Revenue | 339 million | 334.9 million | 1.1% growth | | Gross Profit | 145 million | 139 million | Growth | | Gross Margin | 42.7% | 41.5% | 1.2 percentage points increase | | Loss attributable to shareholders | 96 million | 139 million | 31% reduction | | Profit before net finance costs and tax | 6 million | (19 million) | Turnaround from loss to profit | - Associate Ule recorded a net profit of RMB23 million, compared to a loss of RMB33 million in the prior period[14] - Taiwan Publishing Group's total revenue was HK$327 million, with a segment profit of HK$19 million, seeking growth through diversified revenue streams and accelerated digital integration[14] Management Discussion and Analysis Financial Summary This section presents TOM Group's key financial indicators for the six months ended June 30, 2025, showing a slight increase in continuing operations revenue, a turnaround from loss to profit before net finance costs and tax, a significant reduction in loss attributable to equity holders, and decreased loss per share 2025 H1 Financial Summary (Continuing Operations) | Indicator | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Consolidated Revenue | 338,692 | 334,917 | | Profit/(Loss) before net finance costs and tax | 5,722 | (18,804) | | Loss attributable to equity holders (excluding discontinued operations) | (95,663) | (138,676) | | Loss attributable to equity holders (including discontinued operations) | (98,698) | (145,414) | | Loss per share (excluding discontinued operations) | (2.42) HK cents | (3.50) HK cents | | Loss per share (including discontinued operations) | (2.49) HK cents | (3.67) HK cents | | Net Debt | (1,696,236) | (1,551,841) | - Social Network Group was divested on May 31, 2025, with a discontinued operations loss of HK$3,035 thousand (2024: HK$6,738 thousand)[18] Business Review This section reviews the Group's business performance in H1 2025, noting stable media business revenue, continued leadership and digital transformation in Taiwan publishing, and profit in technology platform and investment business, alongside the divestment of Pixnet and ongoing investments in fintech, sustainable data, and rural e-commerce, with plans to enhance AI applications - Media business total revenue was HK$336 million, with a segment profit of HK$19 million[20] - Taiwan publishing business, Cite Publishing Group, maintained market leadership through digital transformation, artificial intelligence technology application, and new revenue model development[21] - Technology Platform and Investment business total revenue was HK$3 million, with a segment profit of HK$9 million, including a reversal from e-commerce business[20] - The social media business Pixnet was divested in May 2025 to facilitate its future development and optimize Group resource allocation[22] - The Group holds a 7.94% equity interest in WeLab's issued shares, with WeLab being a leading Asian fintech company serving over 70 million users and facilitating over US$15 billion in loans[24] - The Group holds a 6.22% equity interest in MioTech's issued shares, with MioTech being a leading Asian sustainable data and software provider[25] - Looking ahead, TOM Group will continue to strengthen the application of artificial intelligence solutions to drive innovation and operational efficiency, while accelerating digital business development[25] Financial Performance Analysis This section analyzes the Group's financial position, including cash flow, debt levels, and liquidity, showing an increase in net debt but improved operating cash outflow, current ratio, and net current assets, indicating prudent financial management amidst macroeconomic challenges 2025 H1 Group Capital Resources and Liquidity | Indicator | 2025 June 30 (HKD) | 2024 December 31 (HKD) | | :--- | :--- | :--- | | Cash and bank balances (excluding pledged deposits) | Approx. 495 million | - | | Total credit facilities | 4.52 billion | - | | Utilized credit facilities | 3.98 billion (88.1%) | - | | Total principal amount of loans | Approx. 3.98 billion | - | | Gearing ratio | 174.3% | 175.6% | | Net current assets | Approx. 287 million | Approx. 233 million | | Current ratio | 1.54 | 1.44 | | Net debt | Approx. 1.696 billion | Approx. 1.664 billion | - Net cash outflow from operating activities after interest and tax narrowed from HK$62 million in the prior period to HK$43 million, primarily due to lower loan interest rates[29] - Profit before net finance costs and tax was HK$6 million, compared to a loss of HK$19 million in the prior period, mainly due to a reversal of long-aged payables and increased share of profit from associates[30] - Discontinued operations recorded total revenue of approximately HK$6 million and a loss for the period of approximately HK$4 million, including a loss of approximately HK$1 million from the disposal of Pixnet[30] Significant Investments This section details the Group's significant investments in Ule and WeLab, including shareholding percentages, carrying values, and their impact on the Group's financial performance, emphasizing alignment with the Group's strategy in high-growth potential areas 2025 H1 Significant Investments Overview | Investment Nature | Number of Shares Held by Group | Interest in Issued Share Capital | Carrying Value (HKD) | Ratio to Group's Total Assets | | :--- | :--- | :--- | :--- | :--- | | Ule (Ordinary Shares) | 437,310,730 | 22.39% | 367,419,000 | 12.73% | | WeLab (Preference Shares) | 4,041,466 | 7.94% | 689,759,000 | 23.90% | - The Group recorded a share of operating profit of HK$5.419 million from its investment in Ule in the condensed consolidated interim income statement[36] - The Group's investment in WeLab recorded an unrealized loss of HK$46 thousand after revaluation[40] - These significant investments align with the Group's strategy to focus on high-growth potential business areas such as e-commerce/supply chain, fintech, and advanced big data analytics[41] Other Information This section covers non-financial information such as post-balance sheet events, foreign exchange risk management, employee data, corporate strategy, and sustainability, confirming no significant post-balance sheet events, controlled foreign exchange risk, ongoing sustainability focus, and the purpose of non-GAAP metrics - No post-balance sheet events occurred after the reporting period that would significantly impact the Group's condensed consolidated interim financial information[42] - The Group's operations are primarily concentrated in mainland China and Taiwan, denominated in local currencies, and are not exposed to significant foreign exchange risk[43] - As of June 30, 2025, TOM Group employed approximately 1,000 full-time staff, with staff costs for the first six months of the year totaling HK$146 million[44] - The Group's corporate strategy aims to enhance long-term total returns for all stakeholders, focusing on recurring and sustainable profitability, and rigorous profit and cost management[47] - The Group's sustainability approach and priorities are based on four pillars: business, people, environment, and community[50] - Non-GAAP measures used in the report (e.g., profit/(loss) before net finance costs and tax) are intended to enhance the overall understanding of the Group's current financial performance but may not be comparable to similar measures used by other companies[51] Independent Review Report Review Scope and Conclusion PricewaterhouseCoopers reviewed TOM Group's interim financial information for the six months ended June 30, 2025, in accordance with Hong Kong Standard on Review Engagements 2410, concluding that nothing came to their attention to suggest the financial information was not prepared in all material respects in accordance with HKAS 34 - The auditor conducted the review in accordance with Hong Kong Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity"[53] - The scope of a review is substantially less than an audit, so it does not provide assurance that all material matters would be identified, and therefore no audit opinion is expressed[53] - The conclusion is that nothing has come to the auditor's attention that causes them to believe the Group's interim financial information is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting"[54] Condensed Consolidated Interim Financial Information Condensed Consolidated Interim Income Statement The income statement for the six months ended June 30, 2025, shows a slight increase in continuing operations revenue, a turnaround from loss to profit before net finance costs and tax, but a net loss for the period due to finance costs, though the loss narrowed compared to the prior period 2025 H1 Condensed Consolidated Interim Income Statement (Continuing Operations) | Indicator | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Revenue | 338,692 | 334,917 | | Cost of sales | (193,973) | (196,050) | | Profit/(Loss) before net finance costs and tax | 5,722 | (18,804) | | Finance costs, net | (92,202) | (110,293) | | Loss before tax | (86,480) | (129,097) | | Loss for the period from continuing operations | (90,983) | (135,245) | 2025 H1 Loss Attributable to Equity Holders and Loss Per Share | Indicator | 2025 H1 (HK$ thousand/HK cents) | 2024 H1 (HK$ thousand/HK cents) (Restated) | | :--- | :--- | :--- | | Loss for the period attributable to equity holders | (98,698) | (145,414) | | - From continuing operations | (95,663) | (138,676) | | - From discontinued operations | (3,035) | (6,738) | | Loss per share (basic and diluted) | (2.49) HK cents | (3.67) HK cents | | - From continuing operations | (2.42) HK cents | (3.50) HK cents | | - From discontinued operations | (0.07) HK cents | (0.17) HK cents | Condensed Consolidated Interim Statement of Comprehensive Income The statement of comprehensive income shows that despite a loss for the period, the total comprehensive expense attributable to equity holders significantly narrowed compared to the prior period, driven by revaluation surplus of financial assets at fair value through other comprehensive income and positive exchange differences 2025 H1 Condensed Consolidated Interim Statement of Comprehensive Income | Indicator | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Loss for the period | (94,672) | (143,459) | | Revaluation surplus/(deficit) on financial assets at fair value through other comprehensive income | 405 | (94,436) | | Exchange differences | 62,050 | (23,485) | | Total comprehensive expense for the period | (32,328) | (261,380) | | Total comprehensive expense for the period attributable to equity holders | (54,699) | (249,465) | Condensed Consolidated Interim Statement of Financial Position The statement of financial position as of June 30, 2025, indicates a slight increase in total assets, stable non-current assets, improved net current assets, but an increase in net debt 2025 H1 Condensed Consolidated Interim Statement of Financial Position | Indicator | 2025 June 30 (HK$ thousand) | 2024 December 31 (HK$ thousand) | | :--- | :--- | :--- | | Non-current assets | 2,063,237 | 2,037,383 | | Current assets | 822,953 | 763,830 | | Current liabilities | 535,755 | 530,632 | | Net current assets | 287,198 | 233,198 | | Total assets less current liabilities | 2,350,435 | 2,270,581 | | Non-current liabilities | 4,046,671 | 3,934,477 | | Net debt | (1,696,236) | (1,663,896) | | Total deficit attributable to equity holders | (2,012,960) | (1,958,033) | Condensed Consolidated Interim Statement of Changes in Equity The statement of changes in equity for the six months ended June 30, 2025, reflects an increase in the total deficit attributable to equity holders, primarily due to the loss for the period, partially offset by exchange differences in other comprehensive income 2025 H1 Changes in Equity Attributable to Equity Holders | Indicator | 2025 January 1 (HK$ thousand) | Loss for the period (HK$ thousand) | Other comprehensive income (HK$ thousand) | 2025 June 30 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Accumulated losses | (7,018,988) | (98,698) | - | (7,115,467) | | Exchange reserve | 630,360 | - | 43,233 | 673,593 | | Total deficit | (1,958,033) | (98,698) | 43,233 | (2,012,960) | Condensed Consolidated Interim Cash Flow Statement The cash flow statement for the six months ended June 30, 2025, shows a narrowed net cash outflow from operating activities and a significant increase in net cash inflow from financing activities, leading to an overall increase in cash and cash equivalents 2025 H1 Condensed Consolidated Interim Cash Flow Statement | Cash flow category | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Net cash used in operating activities | (42,637) | (61,586) | | Net cash used in investing activities | (45,719) | (31,627) | | Net cash from financing activities | 93,855 | 37,333 | | Increase/(Decrease) in cash and cash equivalents | 5,499 | (55,880) | | Cash and cash equivalents at June 30 | 494,886 | 421,797 | Notes to the Condensed Consolidated Interim Financial Information Basis of Preparation and Accounting Policies This section outlines the basis of preparation for the interim financial information, adhering to HKAS 34 and Listing Rules, confirming consistent accounting policies with the prior year, no significant impact from new standard amendments, and preparation under the going concern assumption - The condensed consolidated interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA and the applicable disclosure provisions of the Listing Rules[77] - The Group prepared this unaudited condensed consolidated interim financial information on a going concern basis, possessing sufficient financial resources to support its continued operations[77] - The accounting policies and methods of computation used in preparing this unaudited condensed consolidated interim financial information are consistent with those used in the preparation of the 2024 annual financial statements, with no significant impact from newly adopted standard amendments[78][79] Financial Risk Management This section discusses the Group's exposure to credit, liquidity, and market risks, detailing valuation methods and classifications for financial instruments measured at fair value, particularly for Level 3 financial assets like the WeLab investment - The Group's operations are exposed to various financial risks: credit risk, liquidity risk, and market risk (including cash flow interest rate risk, foreign currency risk, and price risk)[83] 2025 H1 Assets Measured at Fair Value | Category | Level 1 (HK$ thousand) | Level 2 (HK$ thousand) | Level 3 (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Investment properties | – | – | 17,331 | 17,331 | | FVOCI financial assets (equity securities) | 5,701 | – | 821,583 | 827,284 | | Total Assets | 5,701 | – | 838,914 | 844,615 | - Certain financial assets at FVOCI (HK$689,759,000) were fair valued by an independent external valuer as of June 30, 2025, referencing the subscription price of the most recent equity financing round[90] - As of June 30, 2025, the Group held a 7.94% (December 31, 2024: 7.96%) equity interest in WeLab[90] Segment Information This section provides detailed financial performance, asset, and liability information by business segment, including continuing operations (Technology Platform & Investments, Media Business) and discontinued operations (Social Network Group), illustrating each segment's revenue, profit/loss, and balance sheet status - The Group has four reportable continuing operating segments: E-commerce Group, Mobile Internet Group, Publishing Business Group, and Advertising Business Group; the discontinued operation is the Social Network Group[96][97] 2025 H1 Segment Revenue (External Customers) | Segment | Revenue (HK$ thousand) | | :--- | :--- | | Technology Platform & Investments | 2,458 | | Media Business (Publishing Business) | 326,689 | | Media Business (Advertising Business) | 9,545 | | Total Continuing Operations | 338,692 | | Discontinued Operations (Social Network) | 5,333 | 2025 H1 Segment Profit/(Loss) (before amortization and depreciation) | Segment | Profit/(Loss) (HK$ thousand) | | :--- | :--- | | Technology Platform & Investments | 9,304 | | Media Business (Publishing Business) | 78,936 | | Media Business (Advertising Business) | (590) | | Total Continuing Operations | 87,650 | | Discontinued Operations (Social Network) | (1,787) | 2025 H1 Segment Assets and Liabilities | Indicator | Technology Platform & Investments (HK$ thousand) | Media Business (HK$ thousand) | Investments accounted for using equity method (HK$ thousand) | Unallocated assets (HK$ thousand) | Total Assets (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Segment Assets | 788,104 | 1,569,229 | 371,177 | 157,680 | 2,886,190 | | Segment Liabilities | 20,471 | 446,756 | - | 4,115,199 | 4,582,426 | Other Operating Expenses, Net This section itemizes the Group's other operating expenses for the six months ended June 30, 2025, including staff costs, inventory provisions, trade receivables impairment provisions, and depreciation of property, plant and equipment and right-of-use assets, indicating an overall decrease in operating expenses compared to the prior period 2025 H1 Other Operating Expenses (Continuing Operations) | Expense Category | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Staff costs | 37,356 | 38,280 | | Provision for inventories | 7,158 | 5,945 | | Depreciation of property, plant and equipment | 4,184 | 1,869 | | Depreciation of right-of-use assets | 9,059 | 11,405 | | Other (income)/expenses, net | (2,288) | 5,348 | | Total | 56,314 | 63,578 | Other (Losses)/Gains, Net This section discloses the Group's other net losses/gains for the six months ended June 30, 2025, primarily comprising dividend income from FVOCI financial assets, gain on disposal of property, plant and equipment, and exchange losses, showing an overall shift from gain to loss 2025 H1 Other (Losses)/Gains, Net (Continuing Operations) | Item | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Dividend income from financial assets at FVOCI | 540 | 272 | | Gain on disposal of property, plant and equipment | 1 | 233 | | Exchange losses, net | (603) | (350) | | Total | (62) | 155 | Profit/(Loss) before Net Finance Costs and Tax This section details the items deducted and included in calculating profit/loss before net finance costs and tax, such as depreciation, amortization, loss on disposal of subsidiaries, and reversal of other payables, indicating a positive impact on profit from the reversal of other payables - Key deductions include depreciation of property, plant and equipment of HK$5,898 thousand, depreciation of right-of-use assets of HK$10,795 thousand, amortization of other intangible assets of HK$46,255 thousand, and loss on disposal of a subsidiary of HK$1,093 thousand[110] - Key inclusions include dividend income from financial assets at FVOCI of HK$540 thousand and net reversal of other payables of HK$8,933 thousand[110] Net Finance Costs This section discloses the Group's net finance costs for the six months ended June 30, 2025, primarily consisting of interest on bank loans and borrowing costs, showing a decrease in net finance costs compared to the prior period 2025 H1 Net Finance Costs | Item | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Interest on bank loans and borrowing costs | 92,199 | 110,803 | | Interest cost on lease liabilities | 1,268 | 1,405 | | Bank interest income | (1,162) | (1,780) | | Total | 92,305 | 110,428 | Taxation This section explains the Group's taxation basis and expenses, with Hong Kong profits tax at 16.5% and overseas profits taxed at local rates, detailing the composition of tax expenses for the period, which shows a decrease in total tax expenses - Hong Kong profits tax is provided at a rate of 16.5% on the estimated assessable profit for the period[114] 2025 H1 Taxation Expense | Item | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Overseas taxation | 4,409 | 6,303 | | Underprovision in prior years | 167 | 946 | | Deferred taxation | (51) | (1,103) | | Total taxation expense | 4,525 | 6,146 | - Taxation expense from continuing operations was HK$4,503 thousand[115] Discontinued Operations This section details the financial performance and cash flow information for the Social Network Group (Pixnet) as a discontinued operation, along with the specifics of its disposal on May 31, 2025, and related loss - The Group disposed of all its interests in a subsidiary operating a social media business in Taiwan on May 31, 2025, hence the Social Network Group is classified as a discontinued operation[117] 2025 H1 Discontinued Operations Financial Performance (as of May 31) | Indicator | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 5,629 | 7,845 | | Operating expenses | (8,100) | (15,926) | | Loss for the period from discontinued operations | (3,689) | (8,214) | | Net cash used in operating activities | (3,094) | (476) | | Net cash used in investing activities | (525) | (1,494) | | Net cash used in financing activities | (559) | (148) | | Total net cash outflow | (4,178) | (2,118) | - A loss of HK$1,093 thousand was recorded on the disposal of the subsidiary, with a net cash outflow of HK$525 thousand[122] Loss Per Share This section calculates the Group's basic and diluted loss per share for the six months ended June 30, 2025, separately presenting losses from continuing and discontinued operations, and noting that diluted loss per share is equal to basic loss per share 2025 H1 Loss Per Share | Indicator | 2025 H1 (HK cents) | 2024 H1 (HK cents) (Restated) | | :--- | :--- | :--- | | Basic loss per share (from continuing operations) | (2.42) | (3.50) | | Basic loss per share (from discontinued operations) | (0.07) | (0.17) | | Total basic and diluted loss per share | (2.49) | (3.67) | - The weighted average number of ordinary shares outstanding for calculating basic loss per share was 3,958,510,558 shares[124][125] - Diluted loss per share for the period ended June 30, 2025, was equal to basic loss per share[126] Property, Plant and Equipment This section presents the changes in the net book value of property, plant and equipment, including additions, disposals, depreciation expenses, and exchange adjustments, showing a slight decrease in period-end net book value primarily due to depreciation and the disposal of a subsidiary 2025 H1 Changes in Net Book Value of Property, Plant and Equipment | Item | Amount (HK$ thousand) | | :--- | :--- | | At January 1, 2025 | 44,519 | | Additions (primarily computer equipment) | 1,074 | | Disposals | (84) | | Disposal of a subsidiary | (1,275) | | Depreciation expense | (5,898) | | Exchange adjustments | 4,555 | | At June 30, 2025 | 42,891 | Other Intangible Assets This section discloses changes in the net book value of other intangible assets, primarily publishing rights and trademarks, including additions, amortization expenses, and exchange adjustments, indicating an increase in period-end net book value 2025 H1 Changes in Net Book Value of Other Intangible Assets | Item | Amount (HK$ thousand) | | :--- | :--- | | At January 1, 2025 | 139,541 | | Additions | 48,849 | | Amortization expense | (46,255) | | Exchange adjustments | 12,939 | | At June 30, 2025 | 155,074 | Investments Accounted for Using the Equity Method This section presents the carrying value and changes in investments accounted for using the equity method (associates), including share of profit/loss, dividend income, and exchange adjustments, confirming no impairment indicators during the period 2025 H1 Changes in Equity in Associates | Item | Amount (HK$ thousand) | | :--- | :--- | | At January 1, 2025 | 364,819 | | Share of profit less loss | 7,434 | | Dividend income from associates | (4,139) | | Exchange adjustments | 3,063 | | At June 30, 2025 | 371,177 | - Management has assessed and determined that there are no indications that the carrying value of investments accounted for using the equity method requires further impairment provision or reversal of impairment provision[135] Trade and Other Receivables This section discloses the composition and aging analysis of trade and other receivables, showing a slight increase in total trade receivables, including amounts due from associates, with an average credit period of 30 to 180 days 2025 H1 Trade and Other Receivables | Item | 2025 June 30 (HK$ thousand) | 2024 December 31 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables | 180,956 | 177,878 | | Prepayments, deposits and other receivables | 42,630 | 41,677 | | Total | 223,586 | 219,555 | 2025 H1 Aging Analysis of Trade Receivables | Aging | Amount (HK$ thousand) | | :--- | :--- | | Current | 86,135 | | 31 to 60 days | 40,721 | | 61 to 90 days | 23,455 | | Over 90 days | 59,425 | | Less: Impairment provision | (28,780) | | Net trade receivables | 180,956 | - Amounts due from associates totaled HK$3,754 thousand, which are unsecured, interest-free, and repayable on demand[143][144] Trade and Other Payables This section lists the composition of trade and other payables, including trade payables, other payables and accrued expenses, and contract liabilities, and provides an aging analysis for trade payables 2025 H1 Trade and Other Payables | Item | 2025 June 30 (HK$ thousand) | 2024 December 31 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables | 111,648 | 103,713 | | Other payables and accrued expenses | 264,357 | 282,132 | | Contract liabilities | 117,463 | 102,711 | | Total | 493,468 | 488,556 | 2025 H1 Aging Analysis of Trade Payables | Aging | Amount (HK$ thousand) | | :--- | :--- | | Current | 49,178 | | 31 to 60 days | 12,268 | | 61 to 90 days | 5,910 | | Over 90 days | 44,292 | | Total | 111,648 | Changes in Borrowings This section discloses changes in the Group's bank loans, including opening balance, transaction costs, new borrowings, and closing balance, indicating an increase in total long-term bank loans 2025 H1 Changes in Bank Loans | Item | Amount (HK$ thousand) | | :--- | :--- | | At January 1, 2025 | 3,857,397 | | Recognition of transaction costs | (696) | | Amortization of transaction costs | 3,136 | | Borrowings | 115,000 | | At June 30, 2025 | 3,974,837 | Related Party Transactions This section lists the Group's major transactions with related parties, including services provided to associates, services purchased from non-controlling interests of subsidiaries and their controlled subsidiaries, and loan financing guarantee fees paid to the major shareholder 2025 H1 Related Party Transactions | Transaction Type | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | | :--- | :--- | :--- | | Services provided to associates | 182 | 113 | | Services purchased from non-controlling interests of subsidiaries and their controlled subsidiaries | 146 | 182 | | Service fees paid to CK Hutchison and its subsidiaries | 1,698 | 1,644 | | Loan financing guarantee fees paid to the major shareholder | 9,711 | 9,168 | - Loan financing guarantee fees are calculated at an annual rate of 0.5% on the total principal amount of current loan financing[161] Disclosure of Interests Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures This section lists the long positions of the Company's directors and chief executive in the Company's shares as of June 30, 2025, including the number and percentage of shares held by Frank John Sixt and Ken Yeung 2025 H1 Directors' and Chief Executive's Long Positions in the Company's Shares | Director's Name | Capacity | Total Shares Held (shares) | Approximate Shareholding Percentage | | :--- | :--- | :--- | :--- | | Frank John Sixt | Beneficial owner | 492,000 | 0.01% | | Ken Yeung | Spouse's interest | 30,000 | Less than 0.01% | Shareholders' Interests and Short Positions Discloseable under SFO This section discloses the long positions of major shareholders in the Company's shares as of June 30, 2025, as required by the Securities and Futures Ordinance, including CK Hutchison, CK Asset, Solina Chau, and Tim-mo Lam, and confirms no share option schemes during the period 2025 H1 Major Shareholders' Long Positions in the Company's Shares | Name | Capacity | Number of Shares Held in the Company (L) | Approximate Shareholding Percentage | | :--- | :--- | :--- | :--- | | CK Hutchison | Interest of controlled corporation | 1,430,120,545 | 36.13% | | CK Asset | Interest of controlled corporation | 1,430,120,545 | 36.13% | | Solina Chau | Interest of controlled corporation | 1,003,432,363 | 25.35% | | Tim-mo Lam | Beneficial owner and/or spouse, and interest of controlled corporation | 529,418,000 | 13.37% | - The Company did not have any share option schemes during the six months ended June 30, 2025[179] Corporate Governance Corporate Governance Framework The company believes an effective corporate governance framework is fundamental to promoting and safeguarding the interests of shareholders and other stakeholders, committed to maintaining high governance standards, emphasizing an excellent board, effective risk management, internal controls, strict disclosure, and effective communication with shareholders - The Company believes that an effective corporate governance framework is fundamental to promoting and safeguarding the interests of shareholders and other stakeholders and enhancing shareholder value[181] - The Company emphasizes maintaining an excellent Board of Directors, effective risk management and internal control systems, strict disclosure practices, appropriate transparency and accountability, and effective communication and engagement with shareholders and other stakeholders[181] Audit Committee The Audit Committee, comprising three independent non-executive directors and one non-executive director with relevant financial and business management experience, is responsible for monitoring risk management, internal control systems, reviewing financial information, and managing the relationship with external auditors, having reviewed this interim financial information - The Audit Committee comprises three independent non-executive directors and one non-executive director, with Dr. Fong Chi Wai as Chairman[182] - Key responsibilities include monitoring and reviewing risk management and internal control systems, overseeing the relationship with external auditors, reviewing financial information, and monitoring corporate governance[182] - The unaudited condensed consolidated interim financial information of the Group for the six months ended June 30, 2025, has been reviewed by the Audit Committee[182] Compliance with Corporate Governance Code and Model Code The company complied with all applicable provisions of the Corporate Governance Code during the reporting period, except for the Chairman's absence from the Annual General Meeting, and all directors confirmed compliance with the Model Code for securities transactions - The Company complied with all applicable code provisions of the Corporate Governance Code in effect during the reporting period for the six months ended June 30, 2025, except for code provision F.1.3 (Chairman's inability to attend the Annual General Meeting)[186][187] - All Directors have confirmed their compliance with the required standards set out in the Model Code for securities transactions during their tenure for the six months ended June 30, 2025[188] Other Information Securities Transactions This section states that neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any listed securities during the six months ended June 2025, and the Company currently holds no treasury shares - Neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities during the six months ended June 30, 2025[191] - The Company currently holds no treasury shares[191] Shareholder Information Key Shareholder Details This section provides essential information for shareholders, including the company's listing details, stock code, public float market value, financial calendar, registered and head office addresses, share registrar, investor relations contact, and company website - The Company's ordinary shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited, with stock code 2383[194] - As of June 30, 2025, the public float market value was approximately HK$447.8 million, representing approximately 25.14% of the Company's issued share capital[194] - The 2025 interim results were announced on August 5, 2025[194] - Investors can access press releases, financial reports, and other investor information via the company website **www.tomgroup.com**[194](index=194&type=chunk)