新威国际(00058) - 2025 - 中期业绩

Condensed Consolidated Statement of Profit or Loss This section presents the company's financial performance, highlighting revenue, gross profit, and various expenses leading to the loss for the period Revenue Revenue for the six months ended June 30, 2025, decreased by approximately 2% to HKD 98,234 thousand compared to the prior year | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 98,234 | 100,511 | -2.27% | Gross Profit Gross profit declined by approximately 11% to HKD 14,972 thousand for the six months ended June 30, 2025 | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 14,972 | 16,811 | -10.94% | Other Income and Net Other Losses Other income decreased, while net other losses significantly reduced by 91%, primarily due to the absence of property, plant, and equipment disposal losses from the prior year | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Other Income | 68 | 118 | -42.37% | | Net Other Losses | (839) | (9,263) | -90.94% | - The significant reduction in net other losses was primarily due to a loss of approximately HKD 8,583 thousand from the disposal of property, plant, and equipment in the 2024 financial period, which was related to the relocation of production facilities due to environmental requirements[32] Selling and Distribution Expenses Selling and distribution expenses decreased by 16% to HKD 17,654 thousand, mainly attributable to lower transportation costs | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | (17,654) | (20,927) | -15.64% | - The decrease in selling and distribution expenses was primarily due to reduced transportation costs[33] Administrative Expenses Administrative expenses slightly increased by 1% to HKD 10,000 thousand, mainly driven by higher legal and professional fees | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Administrative Expenses | (10,000) | (9,861) | 1.41% | - The increase in administrative expenses was mainly due to higher legal and professional expenses[34] Finance Costs Finance costs significantly increased by 113% to HKD 1,261 thousand, primarily due to higher interest on interest-bearing borrowings and lease liabilities | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Finance Costs | (1,261) | (592) | 113.01% | - The increase in finance costs was primarily due to higher interest on interest-bearing borrowings (excluding unsecured bonds) and lease liabilities[35] Loss Before Tax Loss before tax narrowed to HKD 15,122 thousand, a 38% reduction from the prior year, mainly benefiting from a significant decrease in net other losses | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loss Before Tax | (15,122) | (24,459) | -38.18% | - The reduction in loss before tax was primarily due to a decrease in net other losses compared to the prior year[36] Loss for the Period Loss for the period narrowed to HKD 15,122 thousand, a 20.8% decrease from the prior year, with loss attributable to owners of the Company at HKD 11,043 thousand | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Period | (15,122) | (19,099) | -20.82% | | Loss for the Period Attributable to Owners of the Company | (11,043) | (13,926) | -20.70% | Loss Per Share Basic and diluted loss per share improved to HKD 5.12 cents, compared to HKD 7.75 cents in the prior year | Metric | June 30, 2025 (HKD cents) | June 30, 2024 (HKD cents) | Change (%) | | :--- | :--- | :--- | :--- | | Basic and Diluted Loss Per Share | (5.12) | (7.75) | -33.94% | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This section details the total comprehensive loss for the period, including other comprehensive income items Total Comprehensive Loss for the Period Total comprehensive loss for the period decreased by 34.86% to HKD 13,913 thousand, mainly due to a favorable change in exchange differences on translation of overseas operations from loss to gain | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Comprehensive Loss for the Period | (13,913) | (21,359) | -34.86% | | Exchange Differences on Translation of Overseas Operations | 1,209 | (2,260) | N/A (from loss to gain) | Condensed Consolidated Statement of Financial Position This section provides a snapshot of the company's assets, liabilities, and equity at the end of the reporting period Non-current Assets Total non-current assets decreased by 4% to HKD 118,419 thousand compared to December 31, 2024 | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Property, Plant and Equipment | 77,174 | 79,991 | -3.52% | | Right-of-use Assets | 41,193 | 43,347 | -4.97% | | Total Non-current Assets | 118,419 | 123,389 | -4.03% | Current Assets Total current assets decreased by 21.68% to HKD 123,535 thousand, primarily due to reductions in trade receivables and prepayments | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Inventories | 11,292 | 11,823 | -4.49% | | Trade and Bills Receivables | 96,090 | 114,453 | -16.04% | | Prepayments, Deposits and Other Receivables | 4,158 | 17,350 | -76.00% | | Cash and Cash Equivalents | 8,384 | 10,593 | -20.95% | | Total Current Assets | 123,535 | 157,728 | -21.68% | Current Liabilities Total current liabilities decreased by 11% to HKD 170,608 thousand, mainly driven by reductions in trade payables and interest-bearing borrowings | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Trade Payables | 67,625 | 91,836 | -26.47% | | Accruals and Other Payables | 85,107 | 76,514 | 11.23% | | Interest-bearing Borrowings | 8,294 | 11,465 | -27.66% | | Total Current Liabilities | 170,608 | 191,591 | -10.95% | Net Current Liabilities Net current liabilities expanded by 39% to HKD 47,073 thousand, indicating increased liquidity pressure | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Net Current Liabilities | (47,073) | (33,863) | 38.99% | - Current liabilities exceeded current assets by approximately HKD 47,073 thousand, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[10] Non-current Liabilities Total non-current liabilities decreased by 39.56% to HKD 6,517 thousand, primarily due to reductions in lease liabilities and interest-bearing borrowings | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Lease Liabilities | 2,709 | 4,912 | -44.85% | | Interest-bearing Borrowings | 3,808 | 5,872 | -35.29% | | Total Non-current Liabilities | 6,517 | 10,784 | -39.56% | Net Assets and Total Equity Net assets and total equity decreased by 17.67% to HKD 64,829 thousand, with equity attributable to owners of the Company decreasing by approximately 16% | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Net Assets | 64,829 | 78,742 | -17.67% | | Equity Attributable to Owners of the Company | 52,033 | 62,007 | -16.10% | | Total Equity | 64,829 | 78,742 | -17.67% | - Equity attributable to owners of the Company decreased by approximately 16% compared to December 31, 2024[38] Notes This section provides detailed explanations and disclosures regarding the financial statements Company Information Sunway International Holdings Limited is incorporated in Bermuda, listed on the Hong Kong Stock Exchange, with its principal place of business in Hong Kong, and its controlling shareholder is Full Harvest Group Limited, ultimately controlled by Mr. Chim Pui Chung - The Company is a limited company incorporated in Bermuda, with its shares listed on The Stock Exchange of Hong Kong Limited[7] - The controlling shareholder is Full Harvest Group Limited, which is ultimately controlled by Mr. Chim Pui Chung[7] Basis of Preparation The interim financial information is prepared in accordance with HKAS 34 and the Listing Rules, presented on a historical cost basis, with management assessing going concern and implementing measures to mitigate liquidity pressure - The interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 and the Listing Rules, adopting the same accounting policies as the 2024 annual financial statements, except for specific amendments[8] - The Group is principally engaged in the manufacture and trading of pre-stressed high-strength concrete piles, ready-mixed commercial concrete, autoclaved aerated concrete products, and ecological concrete products, along with related processing income[9] - For the six months ended June 30, 2025, the Group incurred a net loss of approximately HKD 15,122 thousand, with current liabilities exceeding current assets by approximately HKD 47,073 thousand, indicating a material uncertainty regarding its ability to continue as a going concern[10] - The Board has reviewed cash flow forecasts and implemented measures to mitigate liquidity pressure, including actively recovering receivables, strictly monitoring customer credit, implementing cost controls, and considering other financing arrangements[10][12] Application of Revised Hong Kong Financial Reporting Standards The application of revised HKFRS accounting standards in this interim period had no significant impact on the Group's financial position or performance - The application of revised Hong Kong Financial Reporting Standards had no significant impact on the Group's financial position and performance[13] Segment Information The Group operates in a single reportable segment: the sale and manufacture of pre-stressed high-strength concrete piles and other building materials, with all revenue and non-current assets derived from China - The Group has a single reportable and operating segment: the sale and manufacture of pre-stressed high-strength concrete piles and other building materials[15] - All of the Group's revenue and non-current assets are generated from the People's Republic of China[15] Revenue from Major Customers (HKD thousands) | Customer | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Customer A | 22,029 | — | | Customer B | 10,455 | N/A | | Customer C | — | 11,951 | | Customer D | — | 11,421 | Revenue (Notes) Revenue primarily consists of contract revenue recognized at a point in time from the sale of pre-stressed high-strength concrete piles and other products Revenue by Source (HKD thousands) | Revenue Source | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Sale of Pre-stressed High-strength Concrete Piles and Others | 98,234 | 100,511 | Net Other Losses (Notes) Net other losses primarily include provisions for compensation and legal fees for legal cases, with the prior year also including losses from the disposal of property, plant, and equipment Components of Net Other Losses (HKD thousands) | Item | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Compensation and Provision for Legal Cases | (839) | (821) | | Loss on Disposal of Property, Plant and Equipment | — | (8,583) | Finance Costs (Notes) Finance costs, totaling HKD 1,261 thousand in 2025, increased from HKD 592 thousand in 2024, mainly comprising interest on interest-bearing borrowings, unsecured bonds, and lease liabilities Components of Finance Costs (HKD thousands) | Item | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest on Interest-bearing Borrowings (excluding unsecured bonds) | 720 | 406 | | Interest on Unsecured Bonds | 112 | 112 | | Interest on Lease Liabilities | 429 | 74 | | Total | 1,261 | 592 | Loss Before Tax (Notes) Loss before tax is calculated after deducting items such as depreciation of property, plant and equipment, cost of inventories sold, and staff costs Items Deducted in Loss Before Tax Calculation (HKD thousands) | Item | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Depreciation of Property, Plant and Equipment | 3,849 | 5,197 | | Depreciation of Right-of-use Assets | 3,406 | 836 | | Cost of Inventories Sold | 55,070 | 54,011 | | Staff Costs (including directors' emoluments) | 13,061 | 12,466 | Income Tax Credit There was no income tax credit for the 2025 period, while 2024 included an over-provision for prior years, and no income tax provision was made due to the absence of assessable profits in Hong Kong and China Income Tax Credit (HKD thousands) | Item | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Current Tax — China Corporate Income Tax — Over-provision in Prior Years | — | (5,360) | - No provision for Hong Kong profits tax and China corporate income tax was made as the Group had no assessable profits in Hong Kong and China[21] Loss Per Share (Notes) Basic and diluted loss per share are calculated based on the loss attributable to owners of the Company and the weighted average number of ordinary shares, with convertible bonds not included due to their anti-dilutive effect Loss Per Share Calculation Inputs (HKD thousands) | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Company | (11,043) | (13,926) | | Weighted Average Number of Ordinary Shares (thousands) | 215,520 | 179,600 | - Outstanding convertible bonds had an anti-dilutive effect on basic loss per share and were therefore not assumed to be converted for diluted loss per share calculation[24] Dividends The Board of Directors did not declare or propose any interim dividend for the six months ended June 30, 2025 - No interim dividend was declared or proposed for the six months ended June 30, 2025[25] Trade and Bills Receivables Trade and bills receivables, net of allowance for credit losses, totaled HKD 96,090 thousand, a 16% decrease from December 31, 2024, with credit terms generally ranging from one to three months, extendable to six months for certain customers Trade and Bills Receivables (HKD thousands) | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Trade Receivables (net of allowance for credit losses) | 96,090 | 112,373 | -14.49% | | Bills Receivables (net of allowance for credit losses) | 0 | 2,080 | -100% | | Total | 96,090 | 114,453 | -16.04% | - The credit period for trade and bills receivables generally ranges from one to three months from the invoice date, extendable to six months for customers with good relationships[26] Ageing Analysis of Trade and Bills Receivables (HKD thousands) | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 3 months | 29,257 | 57,028 | | 4 to 6 months | 18,689 | 32,259 | | 7 to 12 months | 34,861 | 25,166 | | Over 12 months | 13,283 | — | Trade Payables Total trade payables decreased by 26.47% to HKD 67,625 thousand, with an average credit period of one month Trade Payables (HKD thousands) | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Trade Payables | 67,625 | 91,836 | - The average credit period granted by suppliers is one month[28] Ageing Analysis of Trade Payables (HKD thousands) | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 3 months | 19,060 | 56,256 | | 4 to 6 months | 14,292 | 25,449 | | 7 to 12 months | 29,345 | 7,565 | | Over 12 months | 4,928 | 2,566 | Pledged Assets The Group pledged buildings, plant and machinery, and right-of-use assets with a carrying value of HKD 67,783 thousand to secure interest-bearing borrowings, with additional guarantees from a related company and non-controlling interests Pledged Assets (HKD thousands) | Pledged Assets | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Buildings | 38,799 | 42,115 | | Plant and Machinery | 7,979 | 8,691 | | Right-of-use Assets | 21,005 | 21,157 | | Total | 67,783 | 71,963 | - Interest-bearing borrowings (excluding unsecured bonds) are secured by land and buildings held by a related company of one of the Group's subsidiaries, personal guarantees provided by subsidiary directors, and guarantees provided by the Group's non-controlling interests[29] Management Discussion and Analysis This section provides an overview of the Group's performance, financial position, and future outlook Results and Operations Review The Group's building materials business revenue slightly decreased due to a weak market, but net other losses significantly reduced, while selling and distribution expenses decreased, administrative expenses slightly increased, and finance costs rose sharply, leading to a narrowed loss before tax despite a lower gross profit margin Building Materials Business The building materials business, primarily operated by Guangdong Hengjia, saw a 2% revenue decrease in the 2025 financial period due to a weak real estate and construction market - The building materials business is operated by Guangdong Hengjia, with production facilities located in Yangjiang City, Guangdong Province, China[31] - Revenue from pre-stressed high-strength concrete piles and other businesses primarily comprises pre-stressed high-strength concrete piles (26%), ready-mixed commercial concrete (70%), and bricks (4%)[31] - Revenue from external customers for the 2025 financial period was HKD 98,234 thousand, a decrease of approximately 2% compared to the 2024 financial period, attributed to the weak real estate and construction market[31] Net Other Losses (MD&A) Net other losses significantly decreased by 91% to HKD 839 thousand, mainly due to the absence of a substantial loss from the disposal of property, plant, and equipment in the prior year | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Net Other Losses | (839) | (9,263) | -90.94% | - The reduction in loss was primarily due to a loss of approximately HKD 8,583 thousand from the disposal of property, plant, and equipment in the 2024 financial period, which was related to the relocation of production facilities due to environmental requirements[32] Selling and Distribution Expenses (MD&A) Selling and distribution expenses decreased by 16% to HKD 17,654 thousand, primarily due to reduced transportation costs | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 17,654 | 20,927 | -15.64% | - The decrease in selling and distribution expenses was primarily due to reduced transportation costs[33] Administrative Expenses (MD&A) Administrative expenses slightly increased by 1% to HKD 10,000 thousand, mainly due to higher legal and professional expenses | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Administrative Expenses | 10,000 | 9,861 | 1.41% | - The increase in administrative expenses was mainly due to higher legal and professional expenses[34] Finance Costs (MD&A) Finance costs significantly increased by 113% to HKD 1,261 thousand, primarily due to higher interest on interest-bearing borrowings and lease liabilities | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Finance Costs | 1,261 | 592 | 113.01% | - The increase in finance costs was due to higher interest on interest-bearing borrowings (excluding unsecured bonds) and lease liabilities[35] Loss Before Tax (MD&A) Loss before tax narrowed to HKD 15,122 thousand, a 38% reduction from the prior year, primarily due to a significant decrease in net other losses, despite a decline in overall gross profit margin | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loss Before Tax | (15,122) | (24,459) | -38.18% | | Gross Profit Margin | 15.2% | 16.7% | -1.5 percentage points | - The reduction in loss before tax was primarily due to a decrease in net other losses compared to the prior year[36] - The overall gross profit margin decreased due to lower profitability of bricks[36] Interim Dividends The Board of Directors resolved not to declare any interim dividend - The Board of Directors resolved not to declare any interim dividend for the six months ended June 30, 2025[37] Liquidity and Financial Resources The Group's operations are financed through equity fundraising, internal cash flow, bank financing, and convertible bonds, with equity attributable to owners decreasing by 16%, cash and cash equivalents at HKD 8,384 thousand, total interest-bearing borrowings at HKD 12,102 thousand, and a gearing ratio of approximately 273% - The Group finances its operations through equity fundraising activities, internally generated cash flows, bank financing from its principal bankers in China, and issued convertible bonds[38] | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | 52,033 | 62,007 | -16.10% | | Cash and Cash Equivalents | 8,384 | 10,593 | -20.95% | | Total Interest-bearing Borrowings | 12,102 | 17,337 | -30.20% | - The gearing ratio as at June 30, 2025, calculated as total current and non-current liabilities divided by total equity, was approximately 273%[38] Material Investments, Acquisitions and Disposals The Group did not engage in any material investment, acquisition, or disposal activities during the 2025 financial period - The Group had no material investments, acquisitions, or disposals during the 2025 financial period[39] Capital Structure The Group holds outstanding 2014 and 2024 convertible bonds, with net proceeds of approximately HKD 10,300 thousand from a September 2024 share subscription and convertible bond issuance used for general working capital, including directors' emoluments, staff costs, audit fees, and legal and professional expenses Convertible Bonds As of June 30, 2025, the Company had outstanding 2014 and 2024 convertible bonds with principal amounts of HKD 15,000 thousand and HKD 30,000 thousand, respectively, with the Company considering all remaining 2014 convertible bonds invalid and non-convertible Outstanding Convertible Bonds (HKD thousands) | Convertible Bonds | Principal Amount (HKD thousands) | | :--- | :--- | | 2014 Convertible Bonds | 15,000 | | 2024 Convertible Bonds | 30,000 | - The Company considers all remaining 2014 convertible bonds to be invalid and non-convertible into shares of the Company[40] Share Subscription and Issue of Convertible Bonds In September 2024, the Company entered into a share subscription agreement and a 2024 convertible bond subscription agreement with its controlling shareholder, Full Harvest Group Limited, with the transactions completed in November 2024, yielding net proceeds of approximately HKD 10,300 thousand for general working capital - On September 6, 2024, the Company entered into a share subscription agreement and a 2024 convertible bond subscription agreement with its controlling shareholder, Full Harvest Group Limited[41][42] - The share subscription and the issue of the 2024 convertible bonds were completed on November 29, 2024, with net proceeds of approximately HKD 10,300 thousand to be used for general working capital purposes[42] Actual Use of Net Proceeds (HKD millions) | Intended Use of Net Proceeds | Estimated Amount (HKD millions) | Actual Use for the Period Ended June 30, 2025 (HKD millions) | | :--- | :--- | :--- | | Directors' Emoluments and Staff Costs | 3.90 | 1.03 | | Audit Fees and Other Legal and Professional Expenses | 4.40 | 1.23 | | Rent and Others | 2.00 | 0.34 | | Total | 10.30 | 2.60 | Share Options No share options were granted, exercised, cancelled, or lapsed during the 2025 and 2024 financial periods - No share options were granted, exercised, cancelled, or lapsed during the 2025 and 2024 financial periods[43] Pledged Assets (MD&A) Details of the Group's pledged assets, primarily buildings, plant and machinery, and right-of-use assets, are disclosed in Note 14 - Details of the Group's pledged assets are set out in Note 14[44] Employees and Remuneration Policy As of June 30, 2025, the Group employed approximately 263 staff in Hong Kong and China, with remuneration policies based on duties, performance, experience, and industry practices, including participation in a Mandatory Provident Fund Scheme - As at June 30, 2025, the Group employed approximately 263 full-time management, administrative, technical, and production staff in Hong Kong and China[45] - Remuneration, promotion, and salaries are reviewed based on employees' duties, performance, professional experience, and current industry practices[45] Foreign Exchange and Currency Risk The Group's monetary assets, liabilities, and transactions are primarily denominated in RMB and HKD, exposing it to foreign currency risk between HKD and RMB, which is actively managed and monitored - The Group's monetary assets, liabilities, and transactions are primarily denominated in Renminbi and Hong Kong Dollars[46] - The Group is exposed to foreign currency risk arising from the Hong Kong Dollar against the Renminbi as its presentation currency, and it manages and monitors foreign exchange risk[46] Commitments As of June 30, 2025, the Group had no significant capital commitments - As at June 30, 2025, the Group had no significant capital commitments[47] Significant Events After the End of the Reporting Period No significant events affecting the Group have occurred since the end of the reporting period - No significant events affecting the Group have occurred since the end of the reporting period[48] Contingent Liabilities Counterclaims totaling HKD 262,000 thousand may be time-barred or an abuse of process and could be withdrawn due to the defendant's default and misrepresentations - The defendant delayed submitting counterclaims totaling HKD 262,000 thousand to the plaintiff[49] - Based on legal advice, the counterclaims may be time-barred and/or an abuse of court process, and may be withdrawn due to the defendant's default and false representations[50][51] Outlook The Board believes that positive policies and economic development in Guangdong Province will positively impact the building materials industry, benefiting the Group, which is committed to exploring new businesses to expand its scale - The Deputy Director of the Yangjiang City Development and Reform Bureau stated that Yangjiang City will strive to achieve a GDP growth target of approximately 5%, push fixed asset investment beyond RMB 70 billion, and focus on developing green energy, commercial aerospace, low-altitude economy, and marine ranches[50][51] - The Directors believe that Guangdong Province's policies and track record will have a positive impact on the building materials industry, from which the Group will benefit[50] - The Group is committed to expanding its business scale by exploring new ventures to bring new growth and momentum to the Group[50] Other Information This section covers additional disclosures including director information, legal proceedings, securities transactions, and corporate governance Update on Directors' Information No changes in directors' information requiring disclosure under Listing Rule 13.51B(1) occurred during the six months ended June 30, 2025, and up to the date of this announcement - No changes in directors' information requiring disclosure occurred during the six months ended June 30, 2025, and up to the date of this announcement[52] Legal Proceedings The Group is involved in multiple legal proceedings, including claims as plaintiff against a vendor for breach of agreement and as defendant in equity freezing and statutory demands, with some progress made in certain cases while others remain ongoing The Company/Its Subsidiaries as Plaintiff The Company and its subsidiaries, as plaintiffs, allege breach of a sale and purchase agreement by vendor Xiao Guang and guarantor Wang Zhining, seeking rescission and disputing HKD 15,000 thousand in outstanding convertible bonds, while claims against Ms. Liu Qian have been dismissed - The plaintiffs allege that defendants Xiao Guang and Wang Zhining breached the sale and purchase agreement, seeking rescission of the agreement and disputing outstanding convertible bonds with a principal amount of HKD 15,000 thousand[53] - The claim against Ms. Liu Qian was dismissed pursuant to a consent order dated June 21, 2023[55] The Company's Subsidiaries as Defendant 70% (later reduced to 50%) equity interest in Zhuhai Hesheng was frozen due to legal proceedings involving Kou Jinshui and Zhuhai Hechuan Commercial Trading Co., Ltd., concerning total outstanding amounts of approximately RMB 7,200 thousand, and Sunway Financial Management received two statutory demands for legal service fees of approximately HKD 754 thousand, for which legal advice is being sought - 70% (later reduced to 50%) equity interest in Zhuhai Hesheng was frozen due to legal proceedings involving Kou Jinshui and Zhuhai Hechuan Commercial Trading Co., Ltd[56] - Zhuhai Hesheng owes Kou Jinshui and Zhuhai Hechuan total outstanding amounts (including interest) of approximately RMB 2,300 thousand and RMB 4,900 thousand, respectively[56] - Sunway Financial Management received two statutory demands for legal service fees of approximately HKD 754 thousand, and legal advice is currently being sought[56][57] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during 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 securities during the six months ended June 30, 2025[58] Corporate Governance The Company complies with the Corporate Governance Code in Appendix C1 of the Listing Rules, with a deviation regarding the non-segregation of Chairman and Chief Executive Officer roles, while the Audit Committee has been established and reviewed the interim financial statements, and the Board confirms compliance with the Standard Code for Securities Transactions Identity of Chairman and Chief Executive Officer and Segregation of Their Roles The Company does not comply with Code Provision C.2.1 of the Corporate Governance Code, as no director has been appointed as Chairman or Chief Executive Officer, with responsibilities undertaken by the Board, and the Company is actively seeking a suitable candidate - The Company failed to comply with Code Provision C.2.1 of the Corporate Governance Code set out in Appendix C1 of the Listing Rules, as no director has been appointed as Chairman or Chief Executive Officer[59] - The responsibilities of the Chairman or Chief Executive Officer are undertaken by the Company's Board of Directors, and the Company will continue to strive for compliance with the Code as soon as practicable[59] Audit Committee The Audit Committee, comprising three independent non-executive directors, is responsible for reviewing and overseeing the Group's financial reporting, risk management, and internal controls, and has reviewed the interim financial statements - The Audit Committee has been established, comprising three independent non-executive directors, responsible for reviewing and overseeing the Group's financial reporting, risk management, and internal controls[60] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025[60] Standard Code for Securities Transactions The Company has adopted the Standard Code for Securities Transactions as its code of conduct for directors' securities dealings, and all directors confirm compliance for the period ended June 30, 2025 - The Company has adopted the Standard Code for Securities Transactions set out in Appendix C3 of the Listing Rules, and all Directors confirm compliance with the Code for the six months ended June 30, 2025[61] Publication of Unaudited Interim Report The Company's 2025 unaudited interim report, containing all information required by the Listing Rules, will be published on the Company's website and the Stock Exchange's website in due course - The Company's 2025 unaudited interim report, containing all information required by the Listing Rules, will be published on the Company's website and the Stock Exchange's website in due course[62]