Z FIN(01168) - 2025 - 中期业绩

Financial Summary The Group's revenue and gross profit significantly increased, but the loss attributable to owners of the Company widened, leading to an expanded basic loss per share | Metric | Six Months Ended June 30, 2025 (HK$ thousand) | Change Rate | | :--- | :--- | :--- | | Revenue | 289,300 | +60.9% | | Gross Profit | 203,200 | +80.5% | | Loss attributable to owners of the Company | (507,100) | Loss widened | | Basic loss per share | (1.59) HK$ | Loss widened | Interim Condensed Consolidated Financial Statements Interim Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the Group's revenue grew significantly, but the loss attributable to owners of the Company expanded substantially due to fair value loss on convertible bonds and other factors Interim Condensed Consolidated Statement of Profit or Loss Key Data | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 289,291 | 179,830 | Increased 60.9% | | Gross Profit | 203,195 | 112,551 | Increased 80.5% | | Other income | 23,986 | 49,175 | Decreased 51.2% | | Fair value change of investment properties | 3,525 | (76,944) | Turned from loss to profit | | Fair value gain/(loss) on other financial assets at fair value through profit or loss | 17,815 | (38,745) | Turned from loss to profit | | Fair value loss on convertible bonds | (497,928) | — | New loss incurred | | Loss for the period | (495,855) | (151,121) | Loss widened | | Loss attributable to owners of the Company | (507,105) | (150,515) | Loss widened | | Basic loss per share | (1.59) HK$ | (0.47) HK$ | Loss widened | Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The total comprehensive loss for the period significantly narrowed, primarily due to a substantial increase in fair value gain on equity instruments at fair value through other comprehensive income Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Loss for the period | (495,855) | (151,121) | Loss widened | | Fair value gain/(loss) on equity instruments at fair value through other comprehensive income | 371,665 | (264,747) | Turned from loss to profit | | Other comprehensive income/(loss) for the period | 480,618 | (274,733) | Turned from loss to profit | | Total comprehensive loss for the period | (15,237) | (425,854) | Loss significantly narrowed | | Total comprehensive (loss)/income attributable to owners of the Company | (115,200) | (367,049) | Loss narrowed | Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets and current liabilities both significantly increased, while net assets slightly decreased, reflecting the impact of business combinations and financing activities Interim Condensed Consolidated Statement of Financial Position Key Data | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Total non-current assets | 11,119,604 | 10,659,550 | Increased 4.3% | | Total current assets | 8,591,105 | 5,931,538 | Increased 44.8% | | Total current liabilities | 5,725,186 | 3,027,870 | Increased 89.1% | | Total non-current liabilities | 3,285,315 | 2,787,089 | Increased 17.9% | | Net assets | 10,700,208 | 10,776,129 | Decreased 0.7% | | Total equity | 10,700,208 | 10,776,129 | Decreased 0.7% | Notes to the Interim Condensed Consolidated Financial Information 1 General Information The Company has changed its name to Z Fin Limited, shifting its business focus to FinTech investment and management while retaining property development, property management, property investment, and financing services - Company name changed from "Sinolink Worldwide Holdings Limited" to "Z Fin Limited", with registration completed on August 18 and August 27, 2025[9] - The Group's principal activities increasingly focus on FinTech investment and management, alongside property development, property management, property investment, and financing services[9] 2 Basis of Preparation This interim condensed consolidated financial information is prepared in accordance with HKAS 34 "Interim Financial Reporting" issued by the HKICPA and should be read in conjunction with the annual consolidated financial statements - This interim condensed consolidated financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[11] - This interim condensed consolidated financial information does not include all the notes normally included in an annual consolidated financial statement and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024[11] 3 Accounting Policies The Group's accounting policies are consistent with the previous financial year, with exceptions only for income tax estimates and the adoption of new/revised standards like HKAS 21 (Amendment) Lack of Exchangeability - The accounting policies applied are consistent with those applied in the previous financial year and the corresponding interim reporting period, except for income tax estimates and the adoption of new and revised standards[12] - The Group has adopted HKAS 21 (Amendment) Lack of Exchangeability, which did not require changes to accounting policies or retrospective adjustments[13][14] 4 Revenue and Segment Information The Group's revenue primarily derives from property management fees, rental income, interest from financing services, and other services, all originating from China; property investment revenue significantly increased, while financing services revenue decreased - All of the Group's revenue is derived from the People's Republic of China ("PRC")[15] Revenue Source Analysis | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Property management fee income | 66,537 | 56,829 | Increased 17.1% | | Others (contracts with customers) | 24,907 | 32,821 | Decreased 24.2% | | Rental income | 190,506 | 80,338 | Increased 137.1% | | Interest income from financing services business | 7,341 | 9,842 | Decreased 25.4% | | Total Revenue | 289,291 | 179,830 | Increased 60.9% | Revenue and Results Analysis by Reportable and Operating Segment (Six Months Ended June 30, 2025) | Segment | Revenue (HK$ thousand) | Segment Results (HK$ thousand) | | :--- | :--- | :--- | | Financing services | 7,341 | 5,543 | | Property investment | 190,506 | 91,491 | | Property management | 66,537 | (3,603) | | Property development | — | (2,994) | | Others | 24,907 | (23,886) | | Total | 289,291 | 66,551 | Revenue and Results Analysis by Reportable and Operating Segment (Six Months Ended June 30, 2024) | Segment | Revenue (HK$ thousand) | Segment Results (HK$ thousand) | | :--- | :--- | :--- | | Financing services | 9,842 | 6,831 | | Property investment | 80,338 | (5,870) | | Property management | 56,829 | 4,166 | | Property development | — | (926) | | Others | 32,821 | 2,429 | | Total | 179,830 | 6,630 | 5 Other Income and Net Other Losses Other income significantly decreased this period, mainly due to reduced interest income from bank deposits and pledged deposits; concurrently, net exchange loss narrowed substantially, leading to a reduction in net other losses Other Income and Net Other Losses Analysis | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Other Income | | | | | Dividends from financial assets at fair value through profit or loss | 7,913 | 9,481 | Decreased 16.6% | | Interest income from bank deposits | 10,371 | 15,887 | Decreased 34.7% | | Interest income from pledged deposits | 2,924 | 20,386 | Decreased 85.6% | | Others | 2,778 | 3,421 | Decreased 18.7% | | Total Other Income | 23,986 | 49,175 | Decreased 51.2% | | Net Other Losses | | | | | Net exchange loss | (3,850) | (32,006) | Loss narrowed 88.0% | | Total Net Other Losses | (3,850) | (31,334) | Loss narrowed 87.7% | 6 Finance Costs Finance costs slightly increased this period, primarily due to higher interest on borrowings, while interest on lease liabilities and rental deposits received decreased Finance Costs Analysis | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Interest on borrowings | 52,129 | 48,763 | Increased 6.9% | | Interest on lease liabilities | 129 | 185 | Decreased 30.2% | | Interest on rental deposits received | 602 | 634 | Decreased 5.0% | | Total Finance Costs | 52,860 | 49,582 | Increased 6.6% | 7 Income Tax Expense Income tax expense significantly increased this period, mainly due to substantial growth in PRC withholding income tax and deferred income tax, while no provision was made for Hong Kong profits tax due to the absence of assessable profits Income Tax Expense Analysis | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | PRC Enterprise Income Tax | 30,530 | 33,637 | Decreased 9.2% | | PRC withholding income tax | 15,766 | 7,921 | Increased 99.0% | | Underprovision of PRC Enterprise Income Tax in prior years | 247 | — | New | | Deferred income tax | 6,779 | (32,515) | Turned from gain to expense | | Total Income Tax Expense | 53,322 | 9,043 | Increased 489.6% | - The PRC Enterprise Income Tax rate is 25%[24] - No PRC Land Appreciation Tax was provided as the Group did not dispose of any properties during both periods[25] - Hong Kong profits tax rate is 16.5%, but no provision was made as the Group had no assessable profits during both periods[27] 8 Expenses by Nature This period saw increases in employee benefit expenses, depreciation, legal and professional fees, utilities, and repair and maintenance costs, while bank charges significantly decreased Expenses by Nature Analysis | Expense Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Employee benefit expenses | 96,471 | 64,023 | Increased 50.7% | | Depreciation of right-of-use assets | 2,467 | 1,438 | Increased 71.6% | | Depreciation of property, plant and equipment | 12,944 | 8,376 | Increased 54.5% | | Legal and professional fees | 5,810 | 3,719 | Increased 56.2% | | Utilities | 9,774 | 8,267 | Increased 18.2% | | Repair and maintenance | 14,477 | 7,553 | Increased 91.7% | | Bank charges | 3,875 | 7,945 | Decreased 51.2% | | Auditor's remuneration | 800 | 800 | No change | 9 Dividends The Company's Board of Directors decided not to pay any interim dividend for the six months ended June 30, 2025, to conserve resources for business development - No dividends were paid, declared, or proposed by the Company during the interim period[29] - The Directors resolved not to pay any dividend for the interim period[29] 10 Loss Per Share Basic loss per share increased this period due to the widened loss attributable to owners of the Company, and diluted loss per share was equal to basic loss per share as potential dilutive shares had an anti-dilutive effect Loss Per Share Analysis | Metric | 2025 (HK$) | 2024 (HK$) | Change | | :--- | :--- | :--- | :--- | | Loss attributable to owners of the Company for the period (HK$ thousand) | 507,105 | 150,515 | Loss widened | | Weighted average number of ordinary shares in issue | 318,700,154 | 318,700,154 | No change | | Basic loss per share | (1.59) | (0.47) | Loss widened | | Diluted loss per share | (1.59) | (0.47) | Loss widened | - The weighted average number of ordinary shares used in calculating basic and diluted loss per share has been adjusted for the effect of the share consolidation, effective May 27, 2025[31] - Diluted loss per share is equal to basic loss per share as the dilutive effect of convertible bonds, share options, and investments accounted for using the equity method (ZA International) was anti-dilutive[32] 11 Changes in Property, Plant and Equipment Acquisitions of property, plant and equipment increased this period, but no new impairment or reversal of impairment was recognized for hotel buildings, with cumulative impairment remaining unchanged Acquisitions of Property, Plant and Equipment | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Acquisitions of property, plant and equipment | 3,812 | 2,114 | Increased 80.3% | - As of June 30, 2025, the Group had recognized cumulative impairment of HK$58,882,000 for hotel buildings and related building improvements, with no impairment or reversal of impairment recognized during the period[33] 12 Investment Properties The carrying amount of investment properties increased this period due to fair value changes and exchange rate adjustments, with fair value measurements assessed by independent professional valuers and classified as Level 3 in the fair value hierarchy Changes in Carrying Amount of Investment Properties | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Carrying amount at beginning of period | 6,290,164 | 2,285,002 | Increased 175.3% | | Fair value change of investment properties | 3,525 | (76,944) | Turned from loss to profit | | Exchange rate adjustments | 49,632 | (17,183) | Turned from loss to profit | | Carrying amount at end of period | 6,343,321 | 2,190,875 | Increased 189.5% | - The fair value of investment properties is assessed by independent qualified professional valuers and classified as Level 3 in the fair value hierarchy[34][35] 13 Investments Accounted for Using the Equity Method Investments accounted for using the equity method slightly increased this period, primarily from ZA International's loss and other comprehensive income, while the prior period saw a gain from the dilution of ZA International's equity Investments Accounted for Using the Equity Method | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Cost of unlisted investments accounted for using the equity method | 3,026,050 | 3,024,367 | Increased 0.1% | | Share of post-acquisition results and dilution gain | (732,489) | (758,849) | Loss narrowed 3.5% | | Total | 2,293,561 | 2,265,518 | Increased 1.2% | - The Group's share of loss and other comprehensive income from investments accounted for using the equity method primarily came from ZA International, amounting to HK$11,545,000 and HK$26,503,000 respectively in the first half of 2025[38] - In the first half of 2024, a gain of approximately HK$56,379,000 arose from the dilution of the Group's equity interest in ZA International due to ZA International issuing shares to other shareholders[38] 14 Loans Receivable Total loans receivable decreased this period, with a slight increase in loss allowance; the Group manages credit risk by individually assessing debtors and adjusting loss rates Loans Receivable Analysis | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Loans receivable | 365,508 | 390,022 | Decreased 6.2% | | Less: Loss allowance | (62,342) | (60,259) | Increased 3.5% | | Total | 303,166 | 329,763 | Decreased 8.1% | | Non-current | 1,246 | 1,079 | Increased 15.5% | | Current | 301,920 | 328,684 | Decreased 8.2% | - Loss rates ranging from 0.16% to 30.53% (December 31, 2024: 0.11% to 24.72%) are applied to debtors[39] - Impairment loss allowance of HK$1,147,000 was recognized this period (first half of 2024: HK$2,180,000), a decrease of approximately 47.4%[39] - Subsequent to the reporting period, a entrusted loan of RMB100 million had its maturity date extended to August 12, 2026, secured by a share pledge, and another entrusted loan of RMB50 million was repaid on August 13, 2025[41] 15 Properties Held for Sale Completed properties held for sale slightly increased this period, all located in China and expected to be sold within the normal operating cycle Properties Held for Sale | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Completed properties held for sale | 3,043,756 | 2,956,253 | Increased 2.9% | - The Group's completed properties held for sale are all located in the PRC and are expected to be completed and available for sale within the normal operating cycle[40] 16 Trade and Other Receivables, Deposits and Prepayments Total trade and other receivables, deposits, and prepayments decreased this period, mainly due to a significant reduction in interest receivable from bank deposits and pledged bank deposits Trade and Other Receivables, Deposits and Prepayments Analysis | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Net trade receivables from property management and property investment businesses | 10,166 | 5,771 | Increased 76.1% | | Interest receivable from bank deposits and pledged bank deposits | 24,972 | 79,504 | Decreased 68.6% | | Rental receivables | 91,154 | 79,723 | Increased 14.3% | | Other receivables, deposits and prepayments | 39,140 | 58,324 | Decreased 32.9% | | Tax reserve certificates | 158,399 | 158,399 | No change | | Total | 323,831 | 381,721 | Decreased 15.2% | Ageing Analysis of Trade Receivables (Net of Credit Loss Allowance) | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | 0 to 60 days | 8,289 | 4,930 | Increased 68.1% | | 61 to 180 days | 1,538 | 688 | Increased 123.5% | | 181 days and above | 339 | 153 | Increased 121.6% | | Total | 10,166 | 5,771 | Increased 76.1% | - The Group has applied the simplified approach for expected credit loss provisions under HKFRS 9 "Financial Instruments" and considers the expected credit losses on trade receivables not significant[43] 17 Equity Instruments at Fair Value Through Other Comprehensive Income Total equity instruments at fair value through other comprehensive income significantly increased this period, primarily due to the rising fair value of ZhongAn Online equity securities, which are designated for long-term strategic purposes Equity Instruments at Fair Value Through Other Comprehensive Income | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Equity securities of ZhongAn Online P & C Insurance Co., Ltd. | 1,479,060 | 950,940 | Increased 55.5% | | Unlisted fund investments in PRC and overseas | 58,709 | 67,884 | Decreased 13.5% | | Unlisted equity securities in Hong Kong and PRC | 3,288 | 5,741 | Decreased 42.7% | | Total | 1,541,057 | 1,024,565 | Increased 50.4% | - The Group has made an irrevocable election to designate these equity instrument investments at fair value through other comprehensive income, as they are not held for trading but for long-term strategic purposes[44] 18 Other Financial Assets at Fair Value Through Profit or Loss Total other financial assets at fair value through profit or loss increased this period, mainly driven by growth in unlisted fund investments in China Other Financial Assets at Fair Value Through Profit or Loss | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Listed equity securities in Hong Kong | 5,407 | 2,007 | Increased 169.4% | | Listed equity securities in PRC | 9,172 | 8,823 | Increased 3.9% | | Unlisted fund investments in PRC | 192,524 | 175,765 | Increased 9.5% | | Unlisted fund investments in overseas | 98,332 | 98,989 | Decreased 0.7% | | Total | 305,435 | 285,584 | Increased 7.0% | 19 Trade and Other Payables, Deposits Received and Accrued Expenses Total trade and other payables, deposits received, and accrued expenses significantly increased this period, primarily due to new deposits received for assets classified as held for sale and growth in rental deposits received Trade and Other Payables, Deposits Received and Accrued Expenses Analysis | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Trade payables | 35,008 | 31,909 | Increased 9.7% | | Accrued expenses for construction works | 383,928 | 430,527 | Decreased 10.9% | | Rental deposits received | 166,143 | 126,890 | Increased 30.9% | | Deposits received for assets classified as held for sale | 915,057 | — | New | | Rental received in advance | 39,362 | 37,525 | Increased 4.9% | | Management fee deposits received | 34,291 | 35,552 | Decreased 3.6% | | Dividends payable | — | 111,231 | Decreased 100% | | Other tax payables | 36,304 | 40,473 | Decreased 10.3% | | Salaries and staff welfare payables | 64,501 | 56,304 | Increased 14.6% | | Other payables and accrued expenses | 88,762 | 82,160 | Increased 8.0% | | Total | 1,763,356 | 952,571 | Increased 85.1% | Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | 0 to 90 days | 4,155 | 7,008 | Decreased 40.7% | | 91 to 180 days | 941 | 966 | Decreased 2.6% | | 181 to 360 days | 2,162 | 383 | Increased 464.5% | | Over 360 days | 27,750 | 23,552 | Increased 17.8% | | Total | 35,008 | 31,909 | Increased 9.7% | 20 Assets/(Liabilities) Classified as Held for Sale Total assets classified as held for sale slightly increased this period, primarily including an investment property expected to be sold in 2025, as well as assets and liabilities classified due to the transfer of school operating rights Assets/(Liabilities) Classified as Held for Sale | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Properties | 914,957 | 911,265 | Increased 0.4% | | Plant and equipment | 3,048 | — | New | | Cash and cash equivalents | 16,699 | — | New | | Total assets classified as held for sale | 934,704 | 911,265 | Increased 2.6% | | Liabilities classified as held for sale | (24,527) | — | New | - An investment property valued at HK$914,957,000 is expected to be sold in 2025 and remains classified as an asset held for sale[48] - The operating rights and assets/liabilities of Shenzhen Luohu Baishida Primary School were previously classified as held for sale, but following the revocation of its operating license, the transfer agreement was rescinded, and it was subsequently agreed to be transferred to the Education Bureau free of charge after the reporting period[49] 21 Share Capital The share capital structure underwent significant changes this period due to capital reorganization and share consolidation, with adjustments to both authorized share capital and the number of issued ordinary shares, while the amount of issued and fully paid share capital remained unchanged Share Capital Changes | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of authorized ordinary shares | 7,500,000,000 | 150,000,000,000 | Decreased 95% | | Amount of authorized share capital (HK$ thousand) | 1,500,000 | 1,500,000 | No change | | Number of issued and fully paid ordinary shares | 318,700,154 | 6,374,003,096 | Decreased 95% | | Amount of issued and fully paid share capital (HK$ thousand) | 63,740 | 63,740 | No change | - The capital reorganization, effective July 5, 2024, involved capital reduction, capital decrease, and capital increase, reducing the par value per share from HK$0.10 to HK$0.01[51][52] - The share consolidation, effective May 27, 2025, was based on consolidating every 20 shares of HK$0.01 par value into 1 share of HK$0.20 par value[52] 22 Bank Borrowings and Other Financial Liabilities Total bank borrowings and other financial liabilities significantly increased this period, primarily due to the drawdown of new syndicated loans, with a substantial portion of assets pledged as collateral Bank Borrowings and Other Financial Liabilities | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Bank borrowings – secured and repayable on demand | 4,528,343 | 2,717,641 | Increased 66.6% | | Other financial liabilities – unsecured | 40,100 | 39,217 | Increased 2.2% | | Total | 4,568,443 | 2,756,858 | Increased 65.7% | | Amounts classified as current liabilities | (2,475,463) | (1,025,140) | Increased 141.5% | | Amounts due after one year and classified as non-current liabilities | 2,092,980 | 1,731,718 | Increased 20.9% | - New syndicated loans of RMB1,950,000,000 (approximately HK$2,138,158,000) were drawn down this period to repay existing syndicated loans[54] - The annual interest rate for RMB bank borrowings ranged from 2.34% to 4.05% (December 31, 2024: 2.70% to 4.63%)[55] Pledged Assets | Pledged Assets | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Property, plant and equipment | 175,312 | 178,979 | Decreased 2.0% | | Investment properties | 4,601,958 | 4,574,338 | Increased 0.6% | | Completed properties held for sale | 2,163,810 | 2,102,462 | Increased 2.9% | | Assets classified as held for sale | 914,957 | 911,265 | Increased 0.4% | | Pledged bank deposits | 118,859 | 710,583 | Decreased 83.3% | | Trade receivables | 8,161 | 6,018 | Increased 35.6% | 23 Convertible Bonds Fair value loss on convertible bonds significantly increased this period, primarily because they are classified as financial liabilities at fair value through profit or loss, and the controlling shareholder exercised conversion rights after the reporting period Fair Value of Convertible Bonds | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Financial liabilities at fair value through profit or loss – convertible bonds | 697,647 | 199,719 | Increased 249.3% | - The Company issued HK$200,000,000 principal amount of three-year zero-coupon convertible bonds to the controlling shareholder on July 12, 2024[57][58] - The conversion price was adjusted from HK$0.085 to HK$1.70 per share after the share consolidation[58] - A fair value loss of HK$497,928,000 on convertible bonds was recognized for the six months ended June 30, 2025[59] - On July 24, 2025, the controlling shareholder exercised the conversion rights, converting convertible bonds with a principal amount of HK$200,000,000 into 117,647,058 ordinary shares[60] 24 Share Options The Group has 2012 and 2022 share option schemes, but no share options were granted this period, and all share options under the 2012 scheme lapsed before the share consolidation - The Company has a 2012 Share Option Scheme and a 2022 Share Option Scheme, both with a term of 10 years[61] - No share options were granted during the six months ended June 30, 2025[61] - All share options granted under the 2012 Share Option Scheme lapsed and expired before the share consolidation during the six months ended June 30, 2025[62] Management Discussion and Analysis Macroeconomic and Industry Overview In the first half of 2025, the global economy faced geopolitical and economic uncertainties, but China's economy steadily recovered with increased policy support; the FinTech industry shows broad prospects, while the real estate market remains in an adjustment and transformation phase - The international situation is severe and complex, with geopolitical and economic uncertainties pressuring global financial markets, and major economies like the US beginning interest rate cut cycles[64] - China's domestic economy continued its steady recovery and upward trend, with the government strengthening policy support to stimulate consumption and stabilize the real estate market[64] - China's FinTech industry transaction value is projected to expand to US$10.06 trillion by 2030, with a compound annual growth rate of 15.67%[64] - China's real estate market faces challenges, with the government actively optimizing housing policies, and is expected to remain in an adjustment and transformation phase in the second half of 2025[65] - China's inflation pressure is low, with CPI slightly increasing by 0.1% year-on-year and PPI falling by 3.6% year-on-year as of June 2025[65] Business Review The Group actively responds to FinTech development, explores new economic models, and while maintaining real estate and financial services, increases investment and cooperation in FinTech; revenue and gross profit significantly grew this period, but loss attributable to owners of the Company expanded Financial Services Business The financial services business primarily provides financing solutions and consulting services; interest income decreased this period, but efforts are made to reduce credit risk through strict credit assessment and risk management - The financial services business primarily provides efficient financing solutions and various consulting services, with funding sourced from the Group's internal resources[67] Outstanding Loans Receivable Analysis | Category | June 30, 2025 (HK$ million) | % of Total | December 31, 2024 (HK$ million) | % of Total | | :--- | :--- | :--- | :--- | :--- | | Current | 301.9 | 99.6% | 328.7 | 99.7% | | Non-current | 1.3 | 0.4% | 1.1 | 0.3% | | Total | 303.2 | 100.0% | 329.8 | 100.0% | Interest Income from Financing Services Business | Item | 2025 (HK$ million) | 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Interest income from entrusted loans | 3.6 | 3.5 | Increased 2.9% | | Interest income from other loans | 3.7 | 6.3 | Decreased 41.3% | | Total Interest Income | 7.3 | 9.8 | Decreased 25.5% | - Entrusted loans are unsecured, with a fixed annual interest rate of 5% and a term of 1 to 2 years[69] - The Group assesses the credit quality of potential customers through an internal credit rating system and takes effective measures to ensure timely recovery of outstanding balances[71] - Impairment loss allowance for loans receivable was approximately HK$1.1 million (first half of 2024: HK$2.2 million), a decrease of approximately HK$1.1 million[72] - AnAn Investment Management Limited holds SFC Type 1, Type 4, and Type 9 licenses, providing wealth management and asset management services[73] Joint Venture - ZA International ZA International's subsidiary Peak3 expanded its international tech solutions with new AI features and European market entry, while ZA Bank, a Hong Kong digital bank, achieved profitability with a net profit of HK$49 million and actively expanded retail wealth management and Web3 services, becoming Asia's first licensed bank to offer cryptocurrency trading to Hong Kong retail investors - Peak3 (a subsidiary of ZA International) completed significant updates to its Graphene core platform, expanding its business scope to commercial property and casualty insurance and group medical insurance, and launched several new AI features[76] - Peak3 initiated the construction of a new technology center in Madrid to support its growth plans in Europe and future expansion into Latin America[77] - ZA Bank (a subsidiary of ZA International) achieved a historic turnaround to profitability in the first half of 2025, with a net profit of HK$49 million[79] ZA Bank Key Financial Indicators for H1 2025 | Metric | Amount (HK$) | Year-on-Year Growth | | :--- | :--- | :--- | | Net income | 457 million | 82.1% | | Net interest income | 297 million | 42.8% | | Non-interest income | 160 million | 272.1% | | Net interest margin | 2.38% | Improved | | Cost-to-income ratio | 67% | Significantly improved | | Customer deposit balance | 21.10 billion | Increased 8.8% | | Total loan balance | 6.08 billion | Increased 2.5% | - ZA Bank became Asia's first licensed bank to offer cryptocurrency trading services to Hong Kong retail investors and actively embraced Web3 opportunities, becoming a banking partner for over 300 Web3 companies in Hong Kong[80][82] Property Leasing Rental income significantly increased this period, primarily due to the business combination completed in December 2024; key leased properties include "Xi Hui Cheng", "Baishida Garden Phases 1-4", "Baishida Building", and "Rockbund Art Museum" - For the six months ended June 30, 2025, total rental income was HK$190.5 million, an increase of 137.1% from the same period last year, mainly attributable to the consolidation of income from business combinations[83] - The occupancy rate of "Baishida Building" office space is approximately 32%, and the occupancy rate of "Le Hotel" remains low; management is implementing cost control and service improvement measures to enhance performance[84] - Some properties of the "Rockbund Art Museum" project were sold in 2024, with the remaining properties expected to be sold in the second half of 2025 and currently presented as "assets classified as held for sale"[85][86] Completed Properties Held for Sale The Group holds the "Ningguo Mansion" residential project in Shanghai, consisting of 11 Chinese-Western courtyard houses, which is being gradually launched to the market - The "Ningguo Mansion" project is located in Changning District, Shanghai, comprising 11 Chinese-Western courtyard houses, and is being gradually launched to the market in response to market changes[87] Other Businesses The Group's other businesses include providing property, facility, and project management services, with a slight increase in turnover this period - For the six months ended June 30, 2025, the turnover of the Group's other businesses was HK$91.4 million, an increase of 2.0% from the same period last year[88] Significant Investments The Group's significant investments primarily consist of equity securities of ZhongAn Online P & C Insurance Co., Ltd., which saw significant fair value growth, and ZhongAn Online performed well this period Significant Investments - ZhongAn Online | Metric | June 30, 2025 | | :--- | :--- | | Number of shares held | 81,000,000 | | Percentage of shares held | 5.51% | | Unrealized fair value gain recognized in other comprehensive income | HK$508,504 thousand | | Investment cost | HK$92,000 thousand | | Market value | HK$1,479,060 thousand | | Approximate percentage of total assets | 7.50% | - ZhongAn Online's total gross written premiums were approximately RMB16.661 billion, an increase of approximately 9.3% compared to the same period in 2024; net profit attributable to owners of the parent company was approximately RMB668 million, compared to RMB55 million in the same period in 2024[90] - The Group believes the FinTech industry has the greatest development potential, with technology applications continuously improving financial service efficiency and product selection[92] Convertible Bonds The net proceeds from the Group's convertible bonds have been partially used to repay bank loans and for general working capital, with the remaining portion to be used for business development Use of Net Proceeds from Convertible Bonds | Intended Use | Net Proceeds (HK$ million) | Amount Used for the Year Ended December 31, 2024 (HK$ million) | Unused Net Proceeds as of June 30, 2025 (HK$ million) | | :--- | :--- | :--- | :--- | | Business development of the Group | 119.00 | — | 119.00 | | Partial repayment of outstanding bank loans | 59.50 | 59.50 | — | | General working capital | 19.84 | 19.84 | — | | Total | 198.34 | 79.34 | 119.00 | - The Group is still identifying new investment opportunities for business development and expects to utilize the net proceeds before March 2026[93] Outlook Looking ahead, the Group anticipates continued global economic improvement and strengthened macroeconomic policy support in China; the Group will focus on growth opportunities in FinTech, Web3, and digital asset markets, while prudently managing traditional businesses to build sustainable long-term value - The global economic environment is expected to continue improving, with developed economies likely to extend interest rate cut cycles, and China's macroeconomic policy support will be further strengthened[94] - FinTech, Web3, and digital asset markets will show distinct development trajectories, with digital RMB integrating deeper into economic activities, and Hong Kong solidifying its position as a leading digital asset hub[94] - The Group's strategic focus will remain on expanding its FinTech business, investing resources in developing innovative digital financial products, particularly in real-world assets and regulated cross-border payments[95] - The Group is actively preparing to upgrade the SFC Type 9 license held by its wholly-owned subsidiary, AnAn Investment, to manage investment portfolios focused on virtual assets[95] - For traditional businesses, the focus will be on enhancing resilience and realizing value, continuing to execute sales strategies for specific residential properties, and selectively exploring new low-risk financing service opportunities[95] Financial Review This period's financial performance was fully impacted by the December 2024 business combination, leading to significant growth in revenue and operating costs; loss attributable to owners of the Company widened, mainly due to fair value loss on convertible bonds and exchange losses, but fair value of investment properties turned from loss to profit - The Group's results for the six months ended June 30, 2025, fully consolidated the performance of the acquired business, leading to a 60.9% increase in total revenue to HK$289.3 million[97] - Total operating costs increased by approximately 71.1% to HK$211.0 million, primarily due to the consolidation of operating costs from the business combination[97] - A fair value gain on investment properties of approximately HK$3.5 million was recorded (first half of 2024: fair value loss of HK$76.9 million), mainly due to capital appreciation of commercial property portfolios and car parks[98] - Loss attributable to owners of the Company was HK$507.1 million, primarily due to the net effect of a fair value loss on convertible bonds of approximately HK$497.9 million, net exchange loss from RMB depreciation, and fair value of other financial assets turning from loss to profit[99][100] Total Borrowings Analysis | Term | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Within one year | 2,210.1 | 485.2 | | Within one year (including on demand clause) | 265.3 | 540.0 | | After one year but within two years | 69.7 | 102.6 | | After two years but within five years | 302.1 | 359.0 | | After five years | 1,721.2 | 1,270.1 | | Total | 4,568.4 | 2,756.9 | - As of June 30, 2025, the gearing ratio was 53.9% (December 31, 2024: 25.6%), adjusted to 31.7%, mainly affected by the drawdown of new syndicated loans and the timing difference in repaying existing loans[103] - The Group held cash and bank balances of HK$4.2344 billion and undrawn borrowing facilities of HK$968.7 million[104] - The majority of the Group's transactions are denominated and settled in RMB, with no hedging against potential foreign exchange risks[105] - Capital commitments amounted to HK$41.9 million, and contingent liabilities were HK$1.6 million[106][107] Post Balance Sheet Events Several significant non-adjusting events occurred after the reporting period, including the company name change, controlling shareholder's conversion of convertible bonds, repayment of substantial bank borrowings, and the liquidation of Shenzhen Luohu Baishida Primary School, which will impact future financial statements - The Company's English name has been changed to "Z Fin Limited" to more accurately reflect the Group's strategic focus on the FinTech sector[108] - The controlling shareholder converted convertible bonds on July 25, 2025, resulting in the full cancellation of the bonds, reducing total liabilities and expanding the equity base, but a non-cash accounting loss of approximately HK$476.5 million will be recognized in the 2025 annual results[109][110] - The Group completed the repayment of existing bank loans of approximately HK$2.1731 billion on July 1, 2025; if completed on June 30, 2025, total bank borrowings would have been HK$2,395,303,000[111] - The assets and liabilities of Shenzhen Luohu Baishida Primary School were transferred to the Shenzhen Luohu District Education Bureau free of charge on July 31, 2025, and the related financial impact will be reflected in the 2025 annual consolidated financial statements[112] Other Information The Group decided not to declare an interim dividend and maintains stable employee and remuneration policies; the Company generally complies with listing rules on corporate governance, and the audit committee has reviewed the interim financial information - To conserve resources for the Group's business development, the Board of Directors did not declare an interim dividend for the six months ended June 30, 2025[113] - The Group employs approximately 697 full-time employees, with remuneration based on market practice and individual performance, and provides benefits such as share options[114] - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during the period[115] - The Company complies with the Corporate Governance Code set out in Appendix C1 of the Listing Rules, except that the Chairman and Chief Executive Officer are the same person, which the Board believes is in the best interest of the Group[116] - The Audit Committee has reviewed and discussed the unaudited interim condensed consolidated financial information for the six months ended June 30, 2025, and an independent review was performed by the external auditor, PricewaterhouseCoopers[118]