Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the group's financial performance, showing a net loss and total comprehensive expense for the period | Indicator | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Revenue | 17,707 | 17,948 | | Cost of sales | (6,279) | (6,233) | | Gross profit | 11,428 | 11,715 | | Other income | 3,976 | 4,573 | | Net other gains and losses | (6,676) | (6,808) | | Selling and distribution expenses | (640) | (1,970) | | Administrative expenses | (17,785) | (12,170) | | Finance costs | (647) | (708) | | Loss before tax | (10,344) | (5,368) | | Loss for the period | (10,344) | (5,368) | | Total comprehensive expense for the period | (29,660) | (7,832) | | Loss for the period attributable to owners of the Company | (11,280) | (5,160) | | Basic and diluted loss per share (RMB cents) | (10.44) | (2.99) | Condensed Consolidated Statement of Financial Position This statement provides a snapshot of the group's assets, liabilities, and equity at the end of the reporting period | Indicator | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Non-current assets | 13,393 | 13,316 | | Current assets | 449,960 | 348,279 | | Current liabilities | 460,896 | 328,808 | | Net current (liabilities) / assets | (10,936) | 19,471 | | Total assets less current liabilities | 2,457 | 32,787 | | Non-current liabilities | 1,747 | 2,417 | | Net assets | 710 | 30,370 | | Total equity | 710 | 30,370 | Condensed Consolidated Statement of Changes in Equity This statement details the changes in the group's equity attributable to owners over the reporting period | Indicator | June 30, 2025 (thousand RMB) | January 1, 2024 (thousand RMB) | | :--- | :--- | :--- | | Total equity at beginning of period | 30,370 | 34,392 | | Total comprehensive (expense) / income for the period | (29,660) | (7,832) | | Total equity at end of period | 710 | 26,560 | Condensed Consolidated Statement of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities | Indicator | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Net cash from operating activities | 50,700 | 5,914 | | Net cash from investing activities | 10,565 | 1,026 | | Net cash (used in) / from financing activities | (15,591) | 643 | | Net increase in cash and cash equivalents | 45,674 | 7,583 | | Cash and cash equivalents at beginning of period | 23,195 | 16,805 | | Effect of exchange rate changes, net | (19,315) | (2,464) | | Cash and cash equivalents at end of period | 49,554 | 21,924 | Notes to the Condensed Consolidated Interim Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated interim financial statements 1. Company Information The company is a public limited company incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange - The company is incorporated in the Cayman Islands, with shares listed on the Hong Kong Stock Exchange23 - The Group's principal activities include investment holding, outdoor and digital advertising services, and prepaid card business24 2. Basis of Preparation and Accounting Policies The financial statements are prepared under IFRS and GEM Listing Rules, using historical cost basis and presented in RMB - The financial statements are prepared in accordance with International Financial Reporting Standards and the GEM Listing Rules25 - They are prepared on a historical cost basis and presented in RMB25 - Accounting policies are consistent with the audited consolidated financial statements for the year ended December 31, 202425 Going Concern Basis Despite current liabilities exceeding current assets, the directors deem the group a going concern due to sufficient working capital - As of June 30, 2025, current liabilities exceeded current assets by RMB 10.9 million26 - Restricted cash and cash equivalents amounted to RMB 399.8 million as of June 30, 202526 - On July 14, 2025, a successful placement of 21,600,000 shares generated net proceeds of HKD 14.8 million26 - The directors consider the Group to have sufficient working capital, making the preparation of financial statements on a going concern basis appropriate26 3. Application of New and Revised International Financial Reporting Standards The group adopted new IFRS effective January 1, 2025, with no significant impact on financial results or position - New and revised International Financial Reporting Standards effective on or after January 1, 2025, have been adopted during this period29 - The application of new standards has not resulted in significant changes to accounting policies or reported amounts29 - Directors anticipate no significant impact from the future application of new standards29 4. Revenue and Segment Information Revenue primarily derives from prepaid card business, with outdoor and digital advertising and film investment generating no revenue | Revenue Source | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Outdoor and digital advertising revenue | – | 101 | | Film and entertainment investment revenue | – | – | | Prepaid card revenue | 17,707 | 17,847 | | Total | 17,707 | 17,948 | | Operating Segment | H1 2025 Segment Profit (thousand RMB) | H1 2024 Segment (Loss) / Profit (thousand RMB) | | :--- | :--- | :--- | | Outdoor and digital advertising | – | (157) | | Film and entertainment investment | – | – | | Prepaid card | 3,241 | 6,787 | 5. Net Other Gains and Losses Net other gains and losses resulted in a loss of RMB 6,676 thousand, mainly from financial asset disposals and fair value changes | Item | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Fair value changes of financial assets at fair value through profit or loss | (2,107) | (6,808) | | Loss on disposal of financial assets | (5,757) | – | | Others | 1,188 | – | | Total | (6,676) | (6,808) | 6. Finance Costs Total finance costs were RMB 647 thousand, primarily comprising interest expenses on corporate bonds and lease liabilities | Item | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Interest expense on lease liabilities | 183 | 42 | | Interest expense on corporate bonds | 457 | 666 | | Interest expense on other borrowings | 7 | – | | Total | 647 | 708 | 7. Taxation No Hong Kong profits tax provision was made due to no taxable profits, while Chinese subsidiaries face a 25% corporate income tax rate - No Hong Kong profits tax provision was made as the Group had no assessable profits in Hong Kong36 - Hong Kong profits tax operates under a two-tiered system: 8.25% for the first HKD 2 million of assessable profits and 16.5% for profits exceeding this amount36 - The corporate income tax rate for Chinese subsidiaries is 25%36 8. Loss for the Period The loss for the period is stated after deducting items such as depreciation, right-of-use asset depreciation, and increased employee benefits | Item | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Depreciation | 827 | 342 | | Depreciation of right-of-use assets | 545 | 346 | | Total employee benefits expense | 7,372 | 6,594 | 9. Dividends The Board of Directors does not recommend the payment of any dividend for the six months ended June 30, 2025 - The directors do not recommend the payment of any dividend for the six months ended June 30, 202539 10. Loss Per Share Basic and diluted loss per share for the six months ended June 30, 2025, was RMB 10.44 cents, an increase from the prior period | Indicator | H1 2025 | | :--- | :--- | | Loss for the purpose of calculating basic and diluted loss per share (thousand RMB) | (11,280) | | Weighted average number of ordinary shares for calculating basic and diluted loss per share (thousand shares) | 108,000 | | Basic and diluted loss per share (RMB cents) | (10.44) | | Indicator | H1 2024 | | :--- | :--- | | Loss for the purpose of calculating basic and diluted loss per share (thousand RMB) | (5,160) | | Weighted average number of ordinary shares for calculating basic and diluted loss per share (thousand shares) | 172,800 | | Basic and diluted loss per share (RMB cents) | (2.99) | 11. Trade Receivables Net trade receivables increased to RMB 12,774 thousand as of June 30, 2025, with most balances due within 90 days | Indicator | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Trade receivables | 95,223 | 91,571 | | Less: Provision for expected credit losses | (82,449) | (79,780) | | Net | 12,774 | 11,791 | | Ageing | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Within 90 days | 9,155 | 7,592 | | After 1 year | 3,619 | 4,199 | | Total | 12,774 | 11,791 | - The Group generally grants credit periods ranging from 30 to 365 days to its customers and maintains strict monitoring41 12. Trade Payables / Other Payables and Accruals Trade payables increased to RMB 42,460 thousand, and other payables significantly rose to RMB 413,710 thousand, mainly due to prepaid card holder funds | Trade Payables Ageing | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Within 90 days | 41,524 | 17,632 | | 91 to 180 days | – | 66 | | After 181 days | 936 | 3,137 | | Total | 42,460 | 20,835 | | Other Payables and Accruals | June 30, 2025 (thousand RMB) | December 31, 2024 (thousand RMB) | | :--- | :--- | :--- | | Other payables | 403,877 | 269,089 | | Accrued salaries and staff benefits | 251 | 89 | | Other accruals | 9,582 | 17,046 | | Other tax payables | – | 1,738 | | Total | 413,710 | 287,962 | - Approximately RMB 318,456 thousand of other payables primarily represents restricted cash held on behalf of prepaid card holders in regulated activities43 13. Share Capital Issued and fully paid share capital as of June 30, 2025, was 108,000,000 shares, valued at RMB 1,115 thousand, increasing due to a rights issue | Share Capital Movement | Number of Shares | Share Capital (thousand RMB) | | :--- | :--- | :--- | | At January 1, 2024 | 172,800,000 | 1,115 | | Share consolidation | (129,600,000) | – | | At December 31, 2024 and January 1, 2025 | 43,200,000 | 1,115 | | Rights issue | 64,800,000 | – | | At June 30, 2025 | 108,000,000 | 1,115 | 14. Related Party Transactions Key management personnel compensation increased for the six months ended June 30, 2025 | Item | H1 2025 (thousand RMB) | H1 2024 (thousand RMB) | | :--- | :--- | :--- | | Short-term employee benefits | 853 | 596 | | Post-employment benefits | 10 | 16 | | Total | 863 | 612 | Management Discussion and Analysis and Other Information This section provides an overview of the group's operational and financial performance, liquidity, and future outlook Business and Financial Review Total revenue slightly decreased by 1.3% to RMB 17,707 thousand, primarily from prepaid card business, with total comprehensive expense significantly increasing - Total revenue was approximately RMB 17,707 thousand, a decrease of approximately 1.3% compared to the same period last year47 - Revenue during this period primarily originated from the prepaid card business, with no revenue generated from outdoor and digital advertising or film and entertainment investment businesses47 - Total gross profit was approximately RMB 11,428 thousand, a decrease of approximately 2.4% from the prior period, with a gross profit margin of 64.5% (H1 2024: 65.3%)47 - Total comprehensive expense attributable to owners of the Company was approximately RMB 30,596 thousand, an increase of approximately RMB 22,972 thousand from the prior period, mainly due to exchange differences from converting overseas operations47 Outdoor and Digital Advertising No revenue was generated from outdoor and digital advertising due to intense industry competition and reduced client numbers - No revenue was generated from outdoor and digital advertising for the six months ended June 30, 202549 - The decrease in revenue was primarily due to intense industry competition, leading to a reduction in the number of clients49 Film and Entertainment Investment No revenue was generated from film and entertainment investment due to production disruptions, delayed releases, and tightened regulations - No revenue was generated from the film and entertainment business for the six months ended June 30, 202550 - The decline in business was mainly attributed to disruptions in film/TV series production schedules, delayed releases, tightened tax measures in China, and increased government censorship and regulation50 - The Group has suspended further investment in this business segment50 Prepaid Card Business Prepaid card business revenue slightly decreased by 0.8% to RMB 17,707 thousand, remaining the group's primary income source - Revenue from the prepaid card business decreased by approximately 0.8% to approximately RMB 17,707 thousand for the six months ended June 30, 2025, from approximately RMB 17,847 thousand in the prior period52 - The Group obtained a Stored Value Facilities (SVF) license in November 201652 Cost of Sales Cost of sales slightly increased by 0.7% to RMB 6,279 thousand, primarily due to prepaid card transaction processing costs - Cost of sales slightly increased by approximately 0.7% to approximately RMB 6,279 thousand for the six months ended June 30, 2025, from approximately RMB 6,233 thousand in the prior period53 - Cost of sales primarily includes production costs for film and entertainment projects, advertising media agency fees, prepaid card transaction processing costs, and direct labor costs53 Other Income Other income decreased by 13.1% to RMB 3,976 thousand, mainly attributable to lower bank deposit interest rates - Other income decreased by approximately 13.1% to approximately RMB 3,976 thousand for the six months ended June 30, 2025, from approximately RMB 4,573 thousand in the prior period54 - The decrease in other income was mainly due to lower bank deposit interest rates during the period ended June 30, 202554 Net Other Gains and Losses (MD&A) Net other gains and losses decreased by 1.9% to a loss of RMB 6,676 thousand, primarily from financial asset disposals and fair value losses - Net other gains and losses decreased by approximately 1.9% to a net loss of approximately RMB 6,676 thousand for the six months ended June 30, 2025, from a net loss of approximately RMB 6,808 thousand in the prior period55 - Net other gains and losses primarily include losses on disposal of financial assets and fair value losses from financial assets at fair value through profit or loss recognized for the six months ended June 30, 202555 Selling and Distribution Expenses Selling and distribution expenses significantly decreased by 67.5% to RMB 640 thousand, mainly due to reduced advertising and marketing costs - Selling and distribution expenses decreased by approximately 67.5% to approximately RMB 640 thousand for the six months ended June 30, 2025, from approximately RMB 1,970 thousand in the prior period56 - The decrease was mainly due to lower advertising and marketing expenses incurred for the six months ended June 30, 202556 Administrative Expenses Administrative expenses increased by RMB 5,615 thousand, primarily due to the expanded scale of prepaid card operations and increased headcount - Administrative expenses increased by approximately RMB 5,615 thousand for the six months ended June 30, 202557 - The increase was mainly due to the expanded scale of prepaid card business operations, particularly the increase in staff headcount for the six months ended June 30, 202557 Liquidity and Financial Resources As of June 30, 2025, the group's cash and cash equivalents were RMB 49,554 thousand, with a current ratio of 0.98 and a debt-to-asset ratio of 0.96 - As of June 30, 2025, the Group's cash and cash equivalents were approximately RMB 49,554 thousand58 - As of June 30, 2025, the Group's current ratio was approximately 0.98 (December 31, 2024: 1.06)58 - As of June 30, 2025, the Group's debt-to-asset ratio was approximately 0.96 (December 31, 2024: 0.34)58 - As of June 30, 2025, the Group had repaid its outstanding bonds58 Pledge of Assets As of June 30, 2025, the group had no assets pledged to secure any loans granted to it - As of June 30, 2025, the Group had no assets pledged to secure any loans granted to it60 Restricted Cash Restricted cash increased by 21.6% to RMB 350,280 thousand, primarily due to increased prepaid card sales and top-ups - As of June 30, 2025, the Group's restricted cash from prepaid card sales and top-ups was approximately RMB 350,280 thousand (December 31, 2024: RMB 288,078 thousand)61 - Restricted cash increased by approximately 21.6% compared to the prior period, mainly due to an increase in the value of prepaid cards sold61 Contingent Liabilities As of June 30, 2025, the group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities62 Capital Commitments As of June 30, 2025, the group had no significant capital commitments - As of June 30, 2025, the Group had no significant capital commitments63 Foreign Exchange Risk Operating primarily in China and Hong Kong, the group's transactions are settled in RMB and HKD, with no significant foreign exchange risk - The Group primarily operates in China and Hong Kong, with most transactions settled in RMB and HKD64 - The directors believe the Group's foreign exchange risk is not significant64 - The Group did not engage in any hedging activities for foreign exchange risk for the six months ended June 30, 202564 Human Resources The group employed 30 staff as of June 30, 2025, with total staff costs increasing during the period - As of June 30, 2025, the Group employed a total of 30 staff in China and Hong Kong (June 30, 2024: 34 staff)65 - Total staff costs (including directors' emoluments) for the six months ended June 30, 2025, were approximately RMB 7,372 thousand (six months ended June 30, 2024: RMB 6,594 thousand)65 Outlook The group plans to expand its payment and prepaid card businesses, seek other financial licenses, and explore cryptocurrency opportunities - The Group will continue to actively expand its payment license and prepaid card business, while also striving to obtain other financial business licenses66 - The implementation of Hong Kong's stablecoin regulations (effective August 1, 2025) is considered a strategic opportunity to enter the cryptocurrency sector66 - In the coming year, the Group will strengthen cost control and implement appropriate measures to drive business development66 Corporate Governance The company is committed to maintaining high corporate governance standards and complied with the GEM Listing Rules during the period - The Company is committed to maintaining a high level of corporate governance to serve the interests of its shareholders67 - To the best of the Board's knowledge, the Company has complied with the Corporate Governance Code for the six months ended June 30, 202567 Dividends (MD&A) The Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The directors do not recommend the payment of any interim dividend for the six months ended June 30, 202568 Directors' Interests in Competing Business No directors, controlling shareholders, or their associates held interests in businesses competing with the group during the period - For the six months ended June 30, 2025, none of the directors, controlling shareholders of the Company, or their respective associates had any interests in businesses that compete or are likely to compete with the Group's business69 Purchase, Sale or Redemption of the Company's Listed Securities Neither the company nor its subsidiaries purchased, sold, or redeemed any of its listed securities during the six months ended June 30, 2025 - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities70 Material Investments, Material Acquisitions or Disposals and Future Plans for Material Investments or Capital Assets The group had no material investments, acquisitions, or disposals, nor specific future plans for material investments or capital assets - For the six months ended June 30, 2025, the Group had no material investments, material acquisitions, or disposals of subsidiaries, associates, and joint ventures71 - As of June 30, 2025, the Group had no specific future plans for material investments or capital assets71 Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or its Associated Corporations As of June 30, 2025, Executive Director Mr. Ruan Deqing held a 3.33% long position in the company's shares through a controlled corporation | Director's Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Mr. Ruan Deqing | Interest in controlled corporation | 3,600,125 | 3.33 | - Mr. Ruan Deqing holds shares through Power Elite Limited, which is 48.73% owned by Harmony Elite Limited, with all issued share capital of Harmony Elite Limited owned by Mr. Ruan Deqing72 Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company As of June 30, 2025, several key individuals and entities each held a 3.33% long position in the company's shares | Shareholder Name / Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Mr. Lam Pun Tung | Interest in controlled corporation | 3,600,125 | 3.33 | | Power Elite | Beneficial owner | 3,600,125 | 3.33 | | Bright Capital | Interest in controlled corporation | 3,600,125 | 3.33 | | Ms. Poon Hiu Ying | Spouse's interest | 3,600,125 | 3.33 | | Harmony Elite | Interest in controlled corporation | 3,600,125 | 3.33 | | Ms. Liu Si Bin | Spouse's interest | 3,600,125 | 3.33 | - Mr. Lam Pun Tung, Mr. Ruan Deqing, Bright Capital, and Harmony Elite are deemed to have an interest in all shares held by Power Elite80 - Ms. Poon Hiu Ying, spouse of Mr. Lam Pun Tung, and Ms. Liu Si Bin, spouse of Mr. Ruan Deqing, are both deemed to have an interest in the relevant shares80 Standard of Conduct Regarding Securities Transactions by Directors The company adopted a code of conduct for directors' securities transactions, which all directors confirmed compliance with during the period - The Company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standard set out in Rules 5.48 to 5.67 of the GEM Listing Rules77 - Following specific inquiries with all directors, all directors confirmed their compliance with the code of conduct and the required standard for directors' securities transactions for the six months ended June 30, 202577 Events After the Reporting Period On July 14, 2025, the group completed a placement of 21,600,000 ordinary shares, raising approximately HKD 14.8 million net proceeds - On July 14, 2025, the Group completed the placement of a total of 21,600,000 ordinary shares of USD 0.004 each at a price of HKD 0.70 per ordinary share to no less than six placees through a placing agent78 - The net proceeds from the placing of shares amounted to approximately HKD 14.8 million78 Share Option Scheme The company adopted a share option scheme on June 30, 2021, to incentivize participants, with no options granted or exercised this period - The Company adopted a share option scheme pursuant to an ordinary resolution passed by shareholders at the annual general meeting held on June 30, 202182 - Participants in the share option scheme include employees (including directors) of the Group, suppliers of goods or services, customers, substantial shareholders, consultants or advisors, and joint venture partners82 - The share option scheme has a general scheme limit (10% of issued shares) and an individual limit (1% of issued share capital in any twelve-month period)8384 - The exercise price of the shares will be determined by the directors, but shall not be less than the highest of (i) the closing price of the shares as stated in the daily quotation sheet of the Stock Exchange on the date of the offer of the share option; (ii) the average closing price of the shares as stated in the daily quotation sheet of the Stock Exchange for the five business days immediately preceding the date of the offer of the share option; and (iii) the nominal value of a share85 - For the period ended June 30, 2025, no share options were carried forward, granted, or exercised under the Company's share option scheme, and there were no outstanding share options86 Audit Committee The Audit Committee, established on December 17, 2010, reviewed the interim results and confirmed compliance with accounting standards - The Company established an Audit Committee on December 17, 2010, with written terms of reference in compliance with the GEM Listing Rules and the Corporate Governance Code87 - As of June 30, 2025, the Audit Committee comprised three members: Ms. Cheng Suet Lai (Chairperson), Mr. Chan Wing Wah, and Ms. Wipada Kunna, all of whom are independent non-executive directors87 - The Audit Committee has reviewed the unaudited consolidated results and report of the Group for the six months ended June 30, 2025, and is of the opinion that they were prepared in accordance with applicable accounting standards and the GEM Listing Rules, with adequate disclosures made89
中国三三传媒(08087) - 2025 - 中期业绩