谊砾控股(00076) - 2025 - 中期业绩

Condensed Consolidated Statement of Profit or Loss This section provides an overview of the company's financial performance, showing a shift from profit to loss primarily due to fair value losses on financial assets Overview of Condensed Consolidated Statement of Profit or Loss The company recorded a net loss for the six months ended June 30, 2025, primarily due to unrealized losses on financial assets at fair value through profit or loss Condensed Consolidated Statement of Profit or Loss | Indicator | June 30, 2025 (US$ thousand) | June 30, 2024 (US$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 63,109 | 65,821 | -4.1% | | Cost of sales | (53,201) | (59,721) | -10.9% | | Gross profit | 9,908 | 6,100 | +62.4% | | (Loss)/profit from operations | (13,509) | 28,618 | Shift from profit to loss | | (Loss)/profit for the period and attributable to owners | (15,108) | 27,717 | Shift from profit to loss | | Basic (loss)/earnings per share (US cents) | (3.97) | 7.64 | Shift from profit to loss | - The net loss was mainly due to the recognition of a net unrealized loss of approximately US$19,100 thousand on financial assets at fair value through profit or loss[5] - Excluding this loss, the company would have recorded a profit of approximately US$4,000 thousand for the period[5][36] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This section presents the company's net loss for the period and positive foreign currency translation differences, resulting in a total comprehensive loss Overview of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company reported a net loss of US$15,108 thousand, with positive foreign currency translation differences leading to a total comprehensive loss of US$10,572 thousand Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | June 30, 2025 (US$ thousand) | June 30, 2024 (US$ thousand) | | :--- | :--- | :--- | | (Loss)/profit for the period | (15,108) | 27,717 | | Exchange differences on translation of foreign operations | 4,536 | (283) | | Other comprehensive income for the period | 4,536 | (192) | | Total comprehensive income for the period and attributable to owners | (10,572) | 27,525 | - In H1 2025, foreign currency translation generated a gain of US$4,536 thousand, compared to a loss of US$283 thousand in the prior period[7] Condensed Consolidated Statement of Financial Position This section details the company's assets, liabilities, and equity, showing a decrease in total assets and net assets, mainly due to a reduction in non-current financial assets Overview of Condensed Consolidated Statement of Financial Position As of June 30, 2025, total assets and net assets decreased, primarily due to a significant reduction in non-current financial assets at fair value through profit or loss Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (US$ thousand) | December 31, 2024 (US$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 47,575 | 65,831 | -27.7% | | Total current assets | 396,885 | 386,297 | +2.7% | | Total current liabilities | 22,099 | 21,142 | +4.5% | | Net current assets | 374,786 | 365,155 | +2.6% | | Net assets | 421,797 | 430,410 | -2.0% | - Non-current financial assets at fair value through profit or loss decreased by approximately 44.0% from US$43,431 thousand to US$24,296 thousand[8][11] - Inventories increased by 44.8% from US$22,279 thousand to US$32,263 thousand[8] Condensed Consolidated Statement of Changes in Equity This section illustrates the changes in the company's total equity, primarily driven by the total comprehensive loss for the period, partially offset by new share issuance Overview of Condensed Consolidated Statement of Changes in Equity Total equity decreased from US$430,410 thousand to US$421,797 thousand, mainly due to the total comprehensive loss, partially offset by shares issued from convertible bond conversion Condensed Consolidated Statement of Changes in Equity | Indicator | January 1, 2025 (US$ thousand) | June 30, 2025 (US$ thousand) | Change (US$ thousand) | | :--- | :--- | :--- | :--- | | Total equity | 430,410 | 421,797 | (8,613) | - Total comprehensive income for the period was a loss of US$10,572 thousand[10] - Share capital increased by US$1,959 thousand due to shares issued upon convertible bond conversion[10] Notes to the Unaudited Interim Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the interim condensed consolidated financial statements 1. Basis of Preparation The interim financial statements are prepared in accordance with HKAS 34 and applicable disclosure requirements of the Listing Rules - The statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and Appendix D2 of the Listing Rules[11] 2. Changes in Significant Accounting Policies The financial statements adopted amendments to HKAS 21 and HKFRS 1 effective January 1, 2025, with no significant impact on accounting policies - Adopted amendments to HKAS 21 and HKFRS 1 "Lack of Exchangeability" effective January 1, 2025[13] - The adoption of these amended HKFRSs had no significant impact on the Group's accounting policies[13] 3. Revenue and Segment Information Revenue primarily from graphite and electronic product manufacturing and sales, with total revenue decreasing by 4.1% year-on-year, driven by a significant drop in graphite product revenue and growth in electronic products - Revenue is derived from the production and sale of graphite products, manufacturing and sale of electronic products, and design of electronic products[14] Segment Revenue and Results | Segment | June 30, 2025 Revenue (US$ thousand) | June 30, 2024 Revenue (US$ thousand) | Revenue Change (%) | June 30, 2025 Results (US$ thousand) | June 30, 2024 Results (US$ thousand) | Results Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Graphite products | 12,069 | 21,618 | -44.2% | 844 | 314 | +168.8% | | Electronic products | 51,040 | 44,160 | +15.6% | 6,683 | 3,861 | +73.1% | | Design and manufacturing | – | 43 | -100% | – | (299) | Shift from loss to profit | | Total | 63,109 | 65,821 | -4.1% | 7,527 | 3,876 | +94.2% | - Operating activities resulted in a loss of US$13,509 thousand in H1 2025, compared to a profit of US$28,618 thousand in the prior period[14][15] 4. Other Income Other income significantly decreased in H1 2025 due to reduced rental and miscellaneous income, and the first-time recognition of realized cryptocurrency losses Other Income Details | Item | June 30, 2025 (US$ thousand) | June 30, 2024 (US$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Bank interest income | 3 | 66 | -95.5% | | Rental income | 55 | 1,358 | -95.9% | | Realized loss on cryptocurrency | (2) | – | New loss | | Miscellaneous income | 55 | 907 | -93.9% | | Total | 111 | 2,331 | -95.2% | - Significant decreases in rental income and miscellaneous income were the primary reasons for the overall decline in other income[16] 5. (Loss)/Profit from Operations Operating activities shifted from profit to loss in H1 2025, mainly influenced by changes in depreciation expenses Depreciation Expenses | Item | June 30, 2025 (US$ thousand) | June 30, 2024 (US$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Depreciation of owned property, plant and equipment and investment properties | 716 | 1,873 | -61.8% | | Depreciation of right-of-use assets | 192 | 191 | +0.5% | - No interest on amounts due from joint ventures in H1 2025, compared to US$85 thousand in the prior period[17] 6. Income Tax Expense Income tax expense increased by 78.6% year-on-year in H1 2025, calculated based on Hong Kong's two-tiered profits tax system and applicable overseas rates Income Tax Expense | Indicator | June 30, 2025 (US$ thousand) | June 30, 2024 (US$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Income tax expense | 1,591 | 891 | +78.6% | - Hong Kong profits tax is levied at 16.5%, with qualifying subsidiaries taxed at 8.25% for the first HK$2,000,000 and 16.5% thereafter; overseas subsidiaries are taxed at local applicable rates[18][19] 7. (Loss)/Earnings Per Share Basic and diluted (loss)/earnings per share shifted from a profit of 7.64 US cents to a loss of 3.97 US cents in H1 2025 (Loss)/Earnings Per Share | Indicator | June 30, 2025 (US cents) | June 30, 2024 (US cents) | | :--- | :--- | :--- | | Basic and diluted (loss)/earnings per share | (3.97) | 7.64 | - Calculated based on (loss)/profit attributable to owners divided by the weighted average number of ordinary shares outstanding[20][22] - Basic and diluted (loss)/earnings per share are the same as there were no potential dilutive ordinary shares outstanding during the reporting period[22] 8. Property, Plant and Equipment The company's purchases of property, plant and equipment significantly increased in H1 2025 compared to the prior period Purchases of Property, Plant and Equipment | Item | June 30, 2025 (US$ thousand) | June 30, 2024 (US$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Purchases of property, plant and equipment | 432 | 243 | +77.8% | - Total property, plant and equipment increased from US$12,952 thousand as of December 31, 2024, to US$13,888 thousand as of June 30, 2025[8][23] 9. Trade Receivables Total trade receivables slightly decreased as of June 30, 2025, but the aging structure deteriorated significantly, with a substantial increase in receivables over 90 days Aging Analysis of Trade Receivables | Aging | June 30, 2025 (US$ thousand) | December 31, 2024 (US$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | 0-30 days | 12,798 | 315,720 | -95.9% | | 31-60 days | 9,827 | 12,142 | -19.0% | | 61-90 days | 6,765 | 2,446 | +176.6% | | Over 90 days | 312,520 | 17,040 | +1733.5% | | Total | 341,910 | 347,348 | -1.6% | - Trade receivables over 90 days surged from US$17,040 thousand to US$312,520 thousand, indicating a significant increase in collection risk[24] 10. Other Receivables, Deposits and Prepayments Total other receivables, deposits, and prepayments significantly increased as of June 30, 2025, primarily driven by other deposits and prepayments Analysis of Other Receivables, Deposits and Prepayments | Item | June 30, 2025 (US$ thousand) | December 31, 2024 (US$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Other deposits and prepayments | 6,807 | 679 | +902.5% | | Other receivables | 1,484 | 1,484 | 0% | | Total | 8,291 | 2,163 | +283.3% | - Other deposits and prepayments increased by nearly 9 times, being the main driver of the total increase in this category[25] 11. Financial Assets at Fair Value Through Profit or Loss Total financial assets at fair value through profit or loss significantly decreased as of June 30, 2025, mainly due to a reduction in US OTC Pink Sheet market shares Financial Assets Details | Item | June 30, 2025 (US$ thousand) | December 31, 2024 (US$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets - US OTC Pink Sheet market shares | 24,296 | 43,431 | -44.0% | | Current assets - Hong Kong listed shares | 244 | 244 | 0% | | Total | 24,540 | 43,675 | -43.9% | - The Group is exposed to price risk from its investments in these equity securities[25] 12. Trade Payables Total trade payables decreased year-on-year as of June 30, 2025, with a notable reduction in payables aged 31-90 days Aging Analysis of Trade Payables | Aging | June 30, 2025 (US$ thousand) | December 31, 2024 (US$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | 0-30 days | 6,111 | 5,568 | +9.8% | | 31-60 days | 1,843 | 3,511 | -47.5% | | 61-90 days | 649 | 1,893 | -65.7% | | Over 90 days | 676 | 438 | +54.3% | | Total | 9,279 | 11,410 | -18.6% | - Overall trade payables decreased, particularly mid-term aged liabilities[26] 13. Other Payables and Accruals Total other payables and accruals significantly increased as of June 30, 2025, primarily driven by other taxes payable and accruals Analysis of Other Payables and Accruals | Item | June 30, 2025 (US$ thousand) | December 31, 2024 (US$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Other payables | 4,323 | 3,809 | +13.5% | | Accruals | 2,015 | 1,099 | +83.3% | | Other taxes payable | 4,221 | 1,716 | +145.9% | | Total | 10,559 | 6,624 | +59.4% | - Significant increases in other taxes payable and accruals led to a substantial rise in the total amount[27] 14. Dividends The Board decided not to declare any interim dividend for the six months ended June 30, 2025, consistent with the prior period - No interim dividend declared for H1 2025[28][65] 15. Share Capital As of June 30, 2025, the company's share capital increased due to the conversion of convertible bonds, leading to a corresponding increase in issued ordinary shares Share Capital Movement | Indicator | June 30, 2025 (US$ thousand) | December 31, 2024 (US$ thousand) | Change (US$ thousand) | | :--- | :--- | :--- | :--- | | Share capital | 610,464 | 608,505 | +1,959 | - 50,950,000 ordinary shares were issued through convertible bond conversion, increasing share capital by US$1,959 thousand[29][66] - Total 417,994,073 ordinary shares were issued as of June 30, 2025[29][66] 16. Fair Value Measurement of Financial Instruments Fair value measurements of the company's financial instruments are primarily based on Level 1 inputs (quoted prices in active markets), with no transfers between fair value hierarchies during the period Fair Value Hierarchy | Level | June 30, 2025 (US$ thousand) | December 31, 2024 (US$ thousand) | | :--- | :--- | :--- | | Level 1 (Quoted prices in active markets) | 24,540 | 43,675 | | Level 2 (Observable input data) | – | – | | Level 3 (Unobservable input data) | – | – | | Total | 24,540 | 43,675 | - The fair value of financial assets is determined primarily by quoted prices in active markets (Level 1)[30][32][35] - There were no transfers between fair value hierarchies during the period[32] 17. Related Party Transactions The Group did not enter into any other significant related party transactions during the reporting period, except as otherwise disclosed - Except as otherwise disclosed, the Group had no other significant related party transactions during the reporting period[33] 18. Approval of Unaudited Interim Condensed Consolidated Financial Statements The Board of Directors approved the unaudited interim condensed consolidated financial statements on August 29, 2025 - The unaudited interim condensed consolidated financial statements were approved by the Board of Directors on August 29, 2025[34] Management Discussion and Analysis of Financial Condition and Operating Results This section provides management's perspective on the company's financial performance and position, including revenue trends, profitability, and strategic initiatives Overall Financial Performance This section discusses the company's financial condition and operating results for the six months ended June 30, 2025, including revenue decline, shift from profit to loss, and decrease in net assets - Revenue decreased by 4.1% year-on-year to US$63.1 million, with a net loss attributable to owners of US$15.1 million (vs. net profit of US$27.7 million in prior period), mainly due to US$19.1 million unrealized loss on financial assets at fair value through profit or loss[36] - Total assets approximately US$444.5 million and net assets approximately US$421.8 million as of June 30, 2025, both decreased from the end of 2024[36] Business Review The company's business encompasses graphite product sales, electronic product manufacturing, and design services, with active expansion into Web3-related businesses, including a "light-asset" model for graphite and new Web3 collaborations - Business segments include global sales of graphite products, UK manufacturing and sale of electronic products, design and manufacturing services, and development of Web3-related businesses[37] - The company plans to operate its graphite product business with a "light-asset" model, having sold Madagascar production lines and some graphite ore inventory to ensure stable supply and cost savings[38][39] - Actively seeking opportunities combining AI and cryptocurrency, with subsidiaries signing cooperation agreements with Goldpay Limited, Macau Lotus TV Media, Macau Network Media Development (Aomei APP), and Madagascar Graphite Limited to explore utility token issuance, Web3 program sponsorship, commodity trading platforms, and cryptocurrency exchange services[37][40][41][42] Impact of Inflation and Climate Change on Business Operations Global trade conflicts and supply chain uncertainties affected order demand and delivery times for graphite and electronic products, increasing working capital needs, while climate change had no significant impact - Escalating tariff wars and trade barriers created global trade uncertainty, impacting customer order demand and supply chains, particularly for graphite products and Axiom's electronic products[43] - Global supply chain issues and extended supplier lead times increased working capital requirements due to higher inventory[43] - The company implemented energy-saving and emission reduction measures and severe weather work arrangements, with no significant climate-related issues during the reporting period[43] Operating Results Total turnover decreased by 4.1% in H1 2025. Graphite business turnover significantly dropped by 44.2% due to trade tensions, but average selling price and gross margin improved. Electronic product manufacturing services saw a 15.6% increase in turnover and higher profit - H1 2025 turnover was approximately US$63.1 million, a 4.1% decrease year-on-year[44] - Graphite business turnover was approximately US$12.1 million, a 44.2% decrease year-on-year, mainly due to global trade tariff wars, China's export restrictions on graphite-related products, and decreased market demand for small-sized graphite products; despite lower sales volume and revenue, weighted average selling price and gross margin were higher than the prior period[44] - Electronic product manufacturing services turnover was approximately US$51.0 million, a 15.6% increase year-on-year; profit increased from US$3.9 million to US$6.7 million, reflecting strong sales revenue and repricing with key customers[45] Outlook The company anticipates uneven global economic growth and ongoing trade conflicts. It will continue to adjust its graphite business to a "light-asset" model and develop a trading platform, while expanding Web3 initiatives and investing in electronic manufacturing services - Expects uneven global economic growth, ongoing trade conflicts, and rising tariffs potentially disrupting supply chains and increasing costs[46] - The graphite business will actively transition to a "light-asset" model, reduce cost of sales, explore the small graphite sheet market, and plan to develop a graphite trading platform for enhanced trading experience and synergy[46] - The Web3 business continues strategic positioning in the Web3 domain, with multiple cooperation agreements signed, leveraging AI and blockchain technologies, expected to lay the foundation for future growth and revenue generation[47] - Axiom performed well with a positive material purchase spread, favorably impacted by a stronger GBP against USD; will continue to invest in capital equipment and latest technologies to improve output, capacity, and service portfolio, and continue to distribute dividends to the parent company[47] Liquidity and Financial Resources As of June 30, 2025, cash and bank balances slightly decreased, but net current assets increased. The company has no bank borrowings and a low gearing ratio, indicating good liquidity and financial health Cash and Bank Balances | Indicator | June 30, 2025 (US$ thousand) | December 31, 2024 (US$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Cash and bank balances | 12,100 | 12,600 | -4.0% | - Net current assets were approximately US$374.8 million as of June 30, 2025, an increase from US$365.2 million as of December 31, 2024[48] - As of June 30, 2025, the Group had no bank borrowings, and its gearing ratio (lease liabilities divided by total equity) was 0.05%, lower than 0.07% as of December 31, 2024, indicating low financial leverage[48] Use of Proceeds from Convertible Bonds The company disclosed the use and changes in intended use of proceeds from 2018 and 2024 convertible bonds. Unutilized 2018 proceeds will fund Web3 mineral trading platform working capital. Unutilized 2024 proceeds, originally for AI business, are now reallocated to R&D, marketing, and working capital for graphite and various commodity trading platforms - 2018 convertible bonds received approximately US$13,091.6 thousand, utilized approximately US$11,555.6 thousand, with unutilized net proceeds of approximately US$1,536 thousand; use changed to working capital for Web3 mineral products (including graphite) trading platform, expected to be utilized by December 31, 2028[49][51][52] - 2024 convertible bonds received net proceeds of HK$21,000 thousand (approximately US$2,120 thousand), unutilized; original intended use for exploring Web3 combined with AI and cultural industry new business directions, but no consensus reached, and GoMeta Limited will no longer develop AI-related businesses[53][54] - 2024 convertible bonds use changed to R&D of graphite and various commodity trading platforms (HK$9,000 thousand), marketing and brand building (HK$5,500 thousand), and working capital (HK$6,500 thousand), expected to be utilized by December 31, 2027[54][55] Indebtedness As of June 30, 2025, and the announcement date, the company had no bank borrowings, bank financing commitments, related party loans, or bank overdrafts, with no significant adverse changes in indebtedness - The company has no bank borrowings or bank financing commitments, nor any loans from related parties[56] - There were no significant adverse changes in the Group's indebtedness as of June 30, 2025, and up to the announcement date[57] Contingent Liabilities and Pledge of Assets As of June 30, 2025, the company had no significant contingent liabilities and had not pledged any assets - The Group had no significant contingent liabilities and no assets pledged[58] Capital Commitments As of June 30, 2025, the company had no capital commitments related to the purchase of fixed assets, consistent with the prior period - The Group had no capital commitments related to the purchase of fixed assets[59] Material Investments Held As of June 30, 2025, the company did not hold any material investments - The Group held no material investments[60] Material Acquisitions and Disposals During the six months ended June 30, 2025, the company did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures - There were no material acquisitions or disposals of subsidiaries, associates, or joint ventures during the period[61] Capital Structure The company's capital structure remained unchanged during the six months ended June 30, 2025, primarily consisting of ordinary shares and other reserves - There were no changes in the company's capital structure during the six months ended June 30, 2025[62] - Capital comprises ordinary shares and other reserves[62] Employees and Remuneration Policy As of June 30, 2025, the company employed 338 staff globally with good employee relations. Remuneration is based on merit, qualifications, and competence, determined by the Remuneration Committee, and no share option scheme is in place - As of June 30, 2025, the Group employed 338 staff in Hong Kong, UK, and Macau (2024: 325 staff)[63] - The remuneration policy is determined by the Remuneration Committee based on employee merit, qualifications, and competence; directors' remuneration is also determined by the Remuneration Committee[63] - The company has no share option scheme in place[63] Foreign Exchange Risk The company faces foreign exchange fluctuation risks from revenues and costs denominated in HKD, USD, RMB, and GBP, managing this risk through close monitoring without a formal hedging policy - Revenue and costs denominated in HKD, USD, RMB, and GBP expose the company to exchange rate fluctuation risks[64] - Currently, there is no foreign exchange hedging policy; risks are managed by close monitoring to maintain an acceptable net exposure, with hedging considered if necessary[64] Interim Dividend The Board decided not to declare any interim dividend for the six months ended June 30, 2025, consistent with the prior period - No interim dividend declared for H1 2025[65] Share Capital As of June 30, 2025, the company's issued share capital was US$610,464,921, with 417,994,073 ordinary shares issued, primarily due to convertible bond conversions - As of June 30, 2025, issued share capital was US$610,464,921, with 417,994,073 ordinary shares issued[66] - 50,950,000 ordinary shares were issued during the six months ended June 30, 2025, through the exercise of convertible bonds[66] Material Uncertainties The company found no material uncertainties or conditions that could cast significant doubt on its ability to continue as a going concern - There are no material uncertainties or conditions that may cast significant doubt on the company's ability to continue as a going concern[67] Legal Proceedings The company is unaware of any pending or threatened legal proceedings that, if unsuccessful, could significantly adversely affect its business and operations - The Group is unaware of any pending or threatened legal proceedings that could materially adversely affect its business and operations if unsuccessful[68] Material Events After Reporting Period After the reporting period, the company entered into a HK$24,339,000 zero-coupon six-year convertible bond subscription agreement with Mr. Zhang Yi for Web3 business development and changed its auditor - On July 17, 2025, a HK$24,339,000 zero-coupon six-year convertible bond subscription agreement was signed with Mr. Zhang Yi, with proceeds for Web3-related business development[69] - On August 4, 2025, the auditor was changed from BDO Limited to Evergreen (Hong Kong) CPA Limited due to disagreement on audit fees[70] Additional Information This section provides additional information on corporate governance, securities transactions, share interests, audit committee review, and interim results publication - The company complies with the Corporate Governance Code, but the Chairman and CEO roles are combined, which the Board believes has sufficient safeguards[72] - All directors complied with the Model Code for Securities Transactions by Directors during the reporting period[73] - Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period[74] - As of June 30, 2025, directors and chief executives had no disclosable interests or short positions in the company's or its associated corporations' shares; major shareholders also had no disclosable interests, short positions, or shares available for lending[75][76] - The Audit Committee reviewed the interim results, discussing accounting principles, internal controls, and financial reporting with management[77] - The interim report will be dispatched to shareholders and published on the HKEX and company websites[78]