中食民安(08283) - 2025 - 中期业绩

Corporate Information Corporate Information Overview The report discloses key corporate information for Zall Smart Commerce Group Ltd, including its board members, committee compositions, company secretary, auditors, and principal bankers - The Board of Directors includes Chairman and CEO Mr Wang Lei, and executive directors Mr Cai Wenhao and Ms Wu Mengmeng[10] - The Audit, Remuneration, Nomination, and Risk Management Committees are chaired or composed of independent non-executive directors, with Mr Zhao Wei resigning and Mr Wu Guoyong appointed on June 30, 2025[10] - The company's auditor is Cheng & Cheng (Hong Kong) CPA Limited, and its Hong Kong share registrar is Tricor Investor Services Limited[10][11] Interim Results Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's revenue decreased by 13.0% year-on-year to S$8,207 thousand, while the loss for the period widened to S$2,300 thousand Key Data from the Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | Six months ended June 30, 2025 (S$'000) | Six months ended June 30, 2024 (S$'000) | | :--- | :--- | :--- | | Revenue | 8,207 | 9,433 | | Other income and gains | 416 | 107 | | Loss before tax | (2,300) | (2,118) | | Loss for the period | (2,300) | (2,122) | | Loss for the period attributable to owners of the Company | (2,157) | (1,754) | | Basic loss per share (Singapore cents per share) | (4.59) | (4.39) | Unaudited Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total net assets increased to S$9,512 thousand, mainly due to an increase in equity attributable to owners of the Company, despite a decrease in total non-current assets Key Data from the Condensed Consolidated Statement of Financial Position | Indicator | As at June 30, 2025 (S$'000) | As at December 31, 2024 (S$'000) | | :--- | :--- | :--- | | Total non-current assets | 4,976 | 5,664 | | Total current assets | 17,693 | 16,299 | | Total current liabilities | 10,842 | 10,396 | | Net current assets | 6,851 | 5,903 | | Net assets | 9,512 | 8,813 | | Equity attributable to owners of the Company | 9,722 | 8,880 | Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the Group's total equity increased to S$9,512 thousand, primarily driven by a S$2,783 thousand increase in share capital from the issuance of new shares via placing Key Data from the Condensed Consolidated Statement of Changes in Equity | Indicator | As at June 30, 2025 (S$'000) | As at January 1, 2024 (S$'000) | | :--- | :--- | :--- | | Share capital | 1,074 | 900 | | Share premium account | 11,591 | 8,982 | | Accumulated losses | (7,130) | (6,465) | | Total equity | 9,512 | 6,108 | - In the first half of 2025, the issuance of new shares through placing increased share capital by S$174 thousand and share premium by S$2,609 thousand, totaling S$2,783 thousand[16] Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group's net decrease in cash and cash equivalents was S$3,586 thousand, mainly due to cash outflows from operating and investing activities Key Data from the Condensed Consolidated Statement of Cash Flows | Indicator | Six months ended June 30, 2025 (S$'000) | Six months ended June 30, 2024 (S$'000) | | :--- | :--- | :--- | | Net cash from operating activities | (3,380) | (550) | | Net cash used in investing activities | (1,553) | (1,508) | | Net cash from financing activities | 1,347 | 1,639 | | Net decrease in cash and cash equivalents | (3,586) | (419) | | Cash and cash equivalents at end of period | 1,765 | 2,511 | Notes to the Unaudited Condensed Consolidated Financial Statements This section details the basis of preparation, principal accounting policies, and composition of various financial items, including revenue, losses, share capital, receivables, payables, and borrowings 1. General Information Zall Smart Commerce Group Ltd was incorporated in the Cayman Islands on March 17, 2016, with principal businesses in passenger car services and smart kitchen appliances - The company was incorporated in the Cayman Islands on March 17, 2016[18] - Principal businesses include passenger car services (maintenance, repair, modification, parts trading, auto financing, sales) and smart kitchen appliance business (development, manufacturing, consulting, sales)[19][20] 2. Basis of Preparation The financial statements are prepared in accordance with IFRS, presented in Singapore dollars, and based on the historical cost convention, except for life insurance policy investments measured at fair value - The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and presented in Singapore dollars[19] - The adoption of new and revised IFRS did not have a significant impact on the Group's accounting policies or financial performance[19] 3. Revenue For the six months ended June 30, 2025, the Group's total revenue was S$8,207 thousand, a 13.0% decrease from the prior year, mainly due to lower maintenance service income Revenue Composition and Year-on-Year Change | Revenue Source | Six months ended June 30, 2025 (S$'000) | Six months ended June 30, 2024 (S$'000) | | :--- | :--- | :--- | | Maintenance and repair services | 6,563 | 7,665 | | Modification, tuning and grooming services and trading of parts and accessories | 1,439 | 1,409 | | Sale of food and kitchen appliances | 148 | 193 | | Brand management services | – | 66 | | Provision of motor financing services | 57 | 100 | | Total Revenue | 8,207 | 9,433 | 4. Loss before tax For the six months ended June 30, 2025, the Group's loss before tax was S$2,300 thousand, an increase from S$2,118 thousand in the prior year, with major expenses including staff costs and depreciation Major Components of Loss Before Tax | Expense Item | Six months ended June 30, 2025 (S$'000) | Six months ended June 30, 2024 (S$'000) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 189 | 147 | | Depreciation of right-of-use assets | 339 | 341 | | Staff costs (excluding directors' and chief executive's emoluments) | 2,937 | 3,462 | 5. Income Tax Expense For the six months ended June 30, 2025, the Group's income tax expense was nil, compared to S$4 thousand in the prior year, as no current income tax was payable due to the loss incurred Income Tax Expense | Indicator | Six months ended June 30, 2025 (S$'000) | Six months ended June 30, 2024 (S$'000) | | :--- | :--- | :--- | | Current income tax - for the period | – | 4 | | Tax expense for the period | – | 4 | - The Singapore subsidiary is subject to a 17% tax rate, the PRC subsidiary is subject to a 25% tax rate, and the Cayman Islands company is tax-exempt[28][29][30] 6. Dividend The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the same period last year - The Board does not recommend the payment of any interim dividend for the first half of 2025[32] 7. Loss per Share Attributable to Owners of the Company For the six months ended June 30, 2025, the basic loss per share attributable to owners of the Company was (4.59) Singapore cents, an increase from (4.39) Singapore cents in the prior year Loss Per Share Calculation Data | Indicator | Six months ended June 30, 2025 (S$'000/'000 shares) | Six months ended June 30, 2024 (S$'000/'000 shares) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company for basic loss per share calculation | (2,157) | (1,754) | | Weighted average number of ordinary shares ('000 shares) | 47,028 | 40,000 | | Basic loss per share (Singapore cents per share) | (4.59) | (4.39) | - The placing of new shares on January 23, 2025, and the share consolidation on February 20, 2025 (fifty shares into one) have been factored into the weighted average number of shares[35][36] 8. Property, Plant and Equipment During the six months ended June 30, 2025, the Group acquired S$0.29 million of plant and equipment, a decrease from S$0.48 million in the same period last year - In the first half of 2025, the Group acquired S$0.29 million of plant and equipment, a year-on-year decrease of S$0.19 million[37] 9. Trade Receivables As of June 30, 2025, the Group's net trade receivables were S$1,034 thousand, slightly lower than S$1,064 thousand as of December 31, 2024 Net Trade Receivables and Ageing Analysis | Indicator | As at June 30, 2025 (S$'000) | As at December 31, 2024 (S$'000) | | :--- | :--- | :--- | | Net trade receivables | 1,034 | 1,064 | | Ageing less than 30 days | 966 | 957 | | Ageing over 120 days | 115 | 113 | | Impairment loss recognised | (124) | (124) | Credit Risk Analysis of Trade Receivables (as at June 30, 2025) | Overdue Status | Gross carrying amount (S$'000) | Expected credit loss (S$'000) | Net amount (S$'000) | | :--- | :--- | :--- | :--- | | Current | 1,012 | – | 1,012 | | Less than 1 month | 42 | (20) | 22 | | 1 to 3 months | 14 | (14) | – | | Over 3 months | 90 | (90) | – | | Total | 1,158 | (124) | 1,034 | 10. Prepayments, Other Receivables and Other Assets As of June 30, 2025, total prepayments, other receivables and other assets increased significantly to S$11,311 thousand, mainly due to a rise in deposits and current other receivables Composition of Prepayments, Other Receivables and Other Assets | Indicator | As at June 30, 2025 (S$'000) | As at December 31, 2024 (S$'000) | | :--- | :--- | :--- | | Total non-current | 586 | 1,126 | | Total current | 10,725 | 7,164 | | Total | 11,311 | 8,290 | | Of which: Deposits | 5,012 | 2,963 | | Of which: Loans to third parties | 1,284 | 1,809 | - Deposits were mainly for the purchase of electric vehicles for car rental and resale, with a closing balance of S$4.7 million[42] - Loans to third parties are primarily motor financing loans with interest rates between 3% and 7%, loan tenors of 1 to 7 years, and are secured by the purchased vehicles[42][44] 11. Trade and Other Payables As of June 30, 2025, the Group's total trade and other payables decreased to S$7,303 thousand, mainly due to a significant reduction in the amount due to a director Composition of Trade and Other Payables | Indicator | As at June 30, 2025 (S$'000) | As at December 31, 2024 (S$'000) | | :--- | :--- | :--- | | Trade payables | 1,410 | 1,772 | | Other payables | 4,745 | 3,911 | | Accrued expenses | 604 | 1,003 | | Amount due to a director | 544 | 2,206 | | Total | 7,303 | 8,892 | - The amount due to a director represents non-interest-bearing financial support and is repayable on demand[46] 12. Bank and Other Borrowings As of June 30, 2025, the Group's total bank and other borrowings increased significantly to S$3,944 thousand, primarily due to new margin financing of S$1,324 thousand Composition and Changes in Bank and Other Borrowings | Indicator | As at June 30, 2025 (S$'000) | As at December 31, 2024 (S$'000) | | :--- | :--- | :--- | | Current borrowings | 2,371 | 580 | | Non-current borrowings | 1,573 | 2,012 | | Total | 3,944 | 2,592 | | Of which: Margin financing (4.0% p.a.) | 1,324 | – | | Of which: SGD borrowings (1.8% p.a.) | 1,235 | 1,373 | | Of which: Lease liabilities | 1,385 | 1,219 | - The new margin financing is secured by listed equity securities with a fair value of S$2.29 million[49][50] 13. Share Capital As of June 30, 2025, the Company's issued share capital was S$1,074 thousand, comprising 48,000,000 shares, following a share placing in January and a share consolidation in February 2025 Share Capital Overview | Indicator | As at June 30, 2025 | As at December 31, 2024 | | :--- | :--- | :--- | | Issued and fully paid shares (shares) | 48,000,000 | 2,000,000,000 | | Share capital (S$'000) | 1,074 | 900 | - On January 23, 2025, the company completed the placing of 400,000,000 new shares, raising net proceeds of approximately HK$15.3 million[53] - On February 20, 2025, the company implemented a share consolidation, where every fifty shares of HK$0.0025 each were consolidated into one share of HK$0.125 each[53] Management Discussion and Analysis Business Review For the six months ended June 30, 2025, the Group's revenue decreased by 13.0% to S$8.21 million, and the loss for the period widened to S$2.30 million due to macroeconomic challenges - Revenue for the first half of 2025 was S$8.21 million, a year-on-year decrease of 13.0%[54] - The Singapore business revenue decreased by 12.1% to S$8.06 million, mainly due to a decline in spare parts export sales and a slowdown in maintenance service income[54] - The Mainland China business revenue decreased by 42.9% to S$0.15 million, primarily affected by macroeconomic challenges and cautious customer spending[54] - The loss for the period widened to S$2.30 million, mainly due to the business slowdown in both markets[54] - The Group operates a multi-business model, providing comprehensive passenger car services in Singapore and developing the smart kitchen segment in Mainland China[55] Prospects Looking ahead to 2025, the Group anticipates a challenging operating environment and will focus on integrating AI with advanced technology to formulate a sustainable growth strategy - The operating environment in 2025 is expected to be challenging, with a focus on integrating AI with advanced technology and sustainable growth strategies[56] Automotive Segment The automotive industry is undergoing a significant transition to electric vehicles, and the Group is actively allocating resources to adapt to this market shift - The automotive industry is shifting towards electric vehicles, with hybrid and electric vehicles accounting for about 84% of new vehicle registrations in the first half of 2025[57] - The Group is allocating resources to ensure technicians are proficient in EV repair equipment and skills, and plans to broaden its product range to expand into the EV sector[58] Smart Kitchen Influenced by AI and technological advancements, the Group will continue to focus on the growth of its smart kitchen segment, aiming to become a leading SaaS+ service platform for the global prepared food industry - The smart kitchen segment will continue its multi-business model, including offline retail, food delivery, meal kits, F&B brand incubation, and SaaS+ empowerment[59] - The goal is to become a leading SaaS+ service platform for the global prepared food industry, focusing on economy, innovation, and seamless integration[59] Financial Review The Group's revenue decreased by 13.0% year-on-year in the first half of 2025, while the loss for the period widened, and other income grew significantly Revenue For the six months ended June 30, 2025, the Group's revenue decreased by 13.0% to S$8.21 million, driven by declines in both the Singapore and Mainland China businesses - Revenue for the first half of 2025 was S$8.21 million, a year-on-year decrease of 13.0%[60] - The Singapore business revenue decreased by 12.1%, while the Mainland China revenue decreased by 42.9%[60] Other Income For the six months ended June 30, 2025, other income and gains increased substantially by 288.8% year-on-year to S$0.42 million, mainly from investment income - Other income and gains increased by 288.8% year-on-year to S$0.42 million[61] - The net increase was primarily attributable to investment income, including dividend income from listed securities investments[61] Cost of Materials For the six months ended June 30, 2025, the cost of materials decreased by 7.1% year-on-year, resulting in a lower gross profit margin of 43.6% compared to 47.2% - The cost of materials decreased by 7.1% year-on-year, leading to a gross profit margin decline from 47.2% to 43.6%[62] - The decrease in gross profit margin was mainly due to the reduced contribution from higher-margin businesses in Mainland China[62] Employee Benefit Expenses For the six months ended June 30, 2025, employee benefit expenses decreased by 15.2% or S$0.53 million year-on-year, in line with the overall revenue decline - Employee benefit expenses decreased by 15.2% or S$0.53 million year-on-year[63] - The decrease was consistent with the decline in revenue and the reduced number of operating outlets following the disposal of a PRC subsidiary's business[63] Other Expenses For the six months ended June 30, 2025, other expenses increased by S$0.11 million year-on-year to S$2.71 million, primarily due to additional legal and professional fees - Other expenses increased by S$0.11 million year-on-year to S$2.71 million[64] - The increase was mainly due to legal and professional fees[64] Loss for the Period For the six months ended June 30, 2025, the Group recorded a loss of approximately S$2.30 million, an increase from S$2.12 million in the prior year, due to a business slowdown - The loss for the period widened to S$2.30 million, primarily due to the business slowdown in both markets[65] Liquidity, Financial and Capital Resources The Group's main funding sources in the first half of 2025 were operating activities and the placing of new shares, with a net decrease in cash and cash equivalents during the period Cash Position In the first half of 2025, the Group experienced net cash outflows from operating and investing activities, resulting in a net decrease in cash and cash equivalents of S$3.59 million Cash Flow Overview | Cash Flow Type | First Half of 2025 (S$'000) | | :--- | :--- | | Net cash from operating activities | (3,380) | | Net cash used in investing activities | (1,553) | | Net cash from financing activities | 1,347 | | Net decrease in cash and cash equivalents | (3,586) | - In January 2025, the Group raised gross proceeds of HK$16.0 million through the placing of new shares[66] Gearing Ratio As of June 30, 2025, the Group's gearing ratio increased to 0.41 times from 0.29 times as of December 31, 2024, reflecting higher borrowings relative to total equity - The gearing ratio increased from 0.29 times as of December 31, 2024, to 0.41 times as of June 30, 2025[67] Foreign Exchange Fluctuation Risk The Group's currency risk arises mainly from sales, purchases, and borrowings denominated in currencies other than the functional currency, with no hedging measures currently in place - Currency risk primarily arises from transactions and borrowings in non-functional currencies, and the Group does not currently engage in foreign currency hedging[68] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities, which is consistent with the position as of December 31, 2024 - As of June 30, 2025, the Group had no significant contingent liabilities[69] Pledge of Assets As of June 30, 2025, the Group had pledged listed securities with a fair value of S$2.29 million as collateral for margin financing, whereas no such pledge existed as of December 31, 2024 - As of June 30, 2025, the Group pledged listed securities worth S$2.29 million as collateral for margin financing[70] Capital Structure The Company's shares were listed on the GEM of the Stock Exchange on November 8, 2016, and it completed a share placing and consolidation in early 2025 - The Company's shares were listed on the GEM of the Stock Exchange on November 8, 2016[71] - In January 2025, the company completed the placing of 400,000,000 new shares, raising net proceeds of approximately HK$15.3 million[71] - In February 2025, a share consolidation was implemented, consolidating 2,400,000,000 shares into 48,000,000 consolidated shares with a par value of HK$0.125 each[71] Use of Proceeds from Placing The net proceeds of approximately HK$15.3 million from the January 2025 placing were partially used for business development and working capital, with the remainder expected to be utilized by December 2025 Use of Proceeds from January 2025 Placing (as at June 30, 2025) | Intended Use | Planned Amount (HK$ million) | Utilised (HK$ million) | Unutilised (HK$ million) | Expected Utilisation Timeline | | :--- | :--- | :--- | :--- | :--- | | Support operation and development of fast food and smart kitchen business | 10.00 | 4.99 | 5.01 | December 2025 | | (a) Purchase of inventories and materials | 6.50 | 2.56 | 3.94 | December 2025 | | (b) Recruitment of sales talents and marketing | 2.40 | 1.33 | 1.07 | December 2025 | | (c) Direct and indirect expenses | 1.10 | 1.10 | – | – | | General working capital of the Company | 5.30 | 2.69 | 2.61 | December 2025 | | Total | 15.30 | 7.68 | 7.62 | | - Net proceeds from the placing were approximately HK$15.3 million, of which HK$7.68 million has been utilised, with a remaining balance of HK$7.62 million[75] Other Information Sufficient Public Float As of the date of this report, the Company has maintained a sufficient public float as required by the GEM Listing Rules since its listing date - The Company has maintained a sufficient public float as required by the GEM Listing Rules since its listing date[76] Directors’ and Chief Executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Executive Director Mr Wang Lei and his spouse held a 24.62% interest in the Company's shares Long Positions of Directors and Chief Executive in Shares (as at June 30, 2025) | Name | Capacity/Nature of interest | Number of shares or underlying shares | Approximate percentage | | :--- | :--- | :--- | :--- | | Mr Wang Lei | Beneficial interest | 11,817,400 | 24.62% | | Ms Li Lidan | Interest of spouse | 11,817,400 | 24.62% | | Mr Chen Huichun | Beneficial interest | 14,000 | 0.03% | | Ms WANG Chongyu | Interest of spouse | 14,000 | 0.03% | Substantial Shareholders’ and Other Persons’ Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, substantial shareholder Mr Li Jie and his spouse held an 11.92% interest in the Company's shares Long Positions of Substantial Shareholders and Other Persons in Shares (as at June 30, 2025) | Name | Nature of interest | Number of shares | Approximate percentage | | :--- | :--- | :--- | :--- | | Mr Li Jie | Beneficial owner | 5,720,400 | 11.92% | | Ms Han Mei | Interest of spouse | 5,720,400 | 11.92% | | Ms Li Lidan | Interest of spouse | 11,817,400 | 24.62% | Related Party Transactions During the six months ended June 30, 2025, the Group did not enter into any related party transactions - In the first half of 2025, the Group did not enter into any related party transactions[82] Directors’ Interests in Competing Business During the six months ended June 30, 2025, the directors were not aware of any business or interest of a director, controlling shareholder, or their close associates that competes with the Group's business - The directors are not aware of any business or interest that competes with the Group's business[83] Pledge of Assets As of June 30, 2025, the Group had no pledged assets, consistent with the same period last year - As of June 30, 2025, the Group had no pledged assets[85] Foreign Exchange Risk The Group's foreign exchange risk arises from transactions denominated in currencies other than the functional currency, and no hedging instruments are currently used to mitigate this risk - Foreign exchange risk primarily arises from sales, purchases, and borrowings in non-functional currencies, and no hedging is currently undertaken[86] Purchase, Sale or Redemption 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 - In the first half of 2025, the Company and its subsidiaries did not purchase, sell, or redeem any of its listed securities[87] Share Option Scheme The Company adopted a share option scheme on October 21, 2016, to incentivize and retain talent, which is valid until October 20, 2026 - The share option scheme was adopted on October 21, 2016, and is valid until October 20, 2026, to incentivize and retain talent[88][89] - The subscription price for share options shall not be less than the highest of the closing price on the offer date, the average closing price for the five preceding days, and the nominal value of the shares[90] - As of June 30, 2025, the Group had no outstanding share options, warrants, or convertible instruments[92] Directors’ Securities Transactions The Company has adopted a code of conduct for directors' securities transactions, and all directors have confirmed compliance for the six months ended June 30, 2025 - All directors have confirmed compliance with the Company's adopted code of conduct for securities transactions during the first half of 2025[93] Compliance with the Corporate Governance Code The Company is committed to high standards of corporate governance, with the roles of Chairman and CEO held by Mr Wang Lei to ensure consistent leadership and efficient strategic planning - The roles of Chairman and CEO are held by the same individual (Mr Wang Lei), which the Board believes contributes to consistent leadership and efficient strategic planning[94] - Apart from the combined roles of Chairman and CEO, the Company has complied with all applicable provisions of the Corporate Governance Code[94] Audit Committee The Company's Audit Committee has reviewed the Group's unaudited condensed consolidated financial results for the six months ended June 30, 2025 - The Audit Committee has reviewed the unaudited condensed consolidated financial results for the first half of 2025[95] Material Investments, Acquisitions and Disposals During the six months ended June 30, 2025, the Group did not undertake any material investments, acquisitions, or disposals other than those disclosed in this report - In the first half of 2025, the Group did not undertake any material investments, acquisitions, or disposals[96] Events after the Reporting Period Subsequent to the reporting period, the Company successfully placed 9,600,000 shares at a price of HK$0.60 per share, which was completed on July 28, 2025 - In July 2025, the Company successfully placed 9,600,000 shares at a price of HK$0.60 per share[97] Dividend The Board does not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the same period last year - The Board does not recommend the payment of any dividend for the first half of 2025[99] Acknowledgement The Chairman of the Board extends sincere gratitude to shareholders, business partners, customers, all directors, management, and employees on behalf of the Board - The Chairman of the Board expresses gratitude to all stakeholders on behalf of the Board[100]