中食民安(08283) - 2025 - 中期财报

Company Information This section provides key details about the company's governance structure and essential contact information Board of Directors and Committees This section lists the company's executive, non-executive, and independent non-executive directors, along with their latest membership and changes in audit, remuneration, nomination, and risk management committees - Executive Directors include Mr. Wang Lei (Chairman and Chief Executive Officer), Mr. Cai Wenhao, and Ms. Wu Mengmeng[5] - Independent Non-Executive Director Mr. Zhao Wei resigned on June 30, 2025, and Mr. Wu Guoyong was appointed on the same day[5] - Mr. Wu Guoyong was appointed Chairman of the Nomination Committee and Chairman of the Risk Management Committee on June 30, 2025[5] Key Contact Information This section provides key contact details including principal bankers, share registrars, headquarters addresses, registered office, principal place of business in Hong Kong, stock code, and company website - Principal bankers include DBS Bank Ltd., United Overseas Bank Limited, and China Merchants Bank[6] - The Hong Kong share registrar is Tricor Investor Services Limited[6] - The company's stock code is 8283, and its website is www.zhongshiminanholdings.com[7](index=7&type=chunk) Interim Results This section presents the unaudited condensed consolidated financial statements, including statements of profit or loss, financial position, changes in equity, and cash flows, along with detailed notes 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 SGD 8,207 thousand, with loss for the period expanding to SGD 2,300 thousand and loss attributable to owners of the parent at SGD 2,157 thousand Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | Six Months Ended June 30, 2025 (SGD thousand) | Six Months Ended June 30, 2024 (SGD thousand) | | :--- | :--- | :--- | | 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 attributable to owners of the parent | (2,157) | (1,754) | | Basic and diluted loss per share (SGD cents per share) | (4.59) | (4.39) | - Total comprehensive expense for the period was SGD (2,084) thousand, compared to SGD (2,139) thousand in the same period of 2024[9] Unaudited Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total net assets increased to SGD 9,512 thousand, primarily due to an increase in equity attributable to owners of the parent, with net current assets rising from SGD 5,903 thousand to SGD 6,851 thousand Condensed Consolidated Statement of Financial Position Key Data | Indicator | June 30, 2025 (SGD thousand) | December 31, 2024 (SGD thousand) | | :--- | :--- | :--- | | 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 parent | 9,722 | 8,880 | Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity attributable to owners of the parent increased to SGD 9,722 thousand, mainly due to the issuance of new shares through placing, resulting in an increase of SGD 174 thousand in share capital and SGD 2,609 thousand in share premium Condensed Consolidated Statement of Changes in Equity Key Data | Indicator | June 30, 2025 (SGD thousand) | January 1, 2024 (SGD thousand) | | :--- | :--- | :--- | | Share capital | 1,074 | 900 | | Share premium account | 11,591 | 8,982 | | Accumulated losses | (7,130) | (6,465) | | Total equity attributable to owners of the parent | 9,722 | 7,186 | | Total equity | 9,512 | 6,108 | - In the first half of 2025, the company issued new shares through placing, increasing share capital by SGD 174 thousand and share premium by SGD 2,609 thousand[11] Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash outflow from operating activities increased to SGD (3,380) thousand, net cash outflow from investing activities slightly increased to SGD (1,553) thousand, and net cash from financing activities decreased to SGD 1,347 thousand, leading to a significant reduction in cash and cash equivalents to SGD 1,765 thousand at period-end Condensed Consolidated Statement of Cash Flows Key Data | Indicator | Six Months Ended June 30, 2025 (SGD thousand) | Six Months Ended June 30, 2024 (SGD thousand) | | :--- | :--- | :--- | | 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 Group's business scope, basis of financial statement preparation, revenue composition, loss before tax, income tax expense, dividend policy, loss per share calculation, property, plant and equipment, trade receivables, prepayments and other assets, trade and other payables, bank and other borrowings, and share capital changes General Information and Business Scope Company incorporated in Cayman Islands on March 17, 2016, with principal activities including passenger car services, auto financing, and smart kitchen appliance business - Zhongshiminan Holdings Limited was incorporated in the Cayman Islands on March 17, 2016[13] - Group's principal activities include: - Maintenance and repair of passenger cars - Modification, tuning, and beautification of passenger cars' performance or appearance, and trading of parts and spare parts - Provision of auto financing services - Trading of passenger cars - Development, manufacturing, consulting, and sales of smart kitchen appliances[15] Basis of Preparation Unaudited condensed consolidated financial statements prepared under IFRS, presented in SGD, adopting historical cost convention, with no significant accounting policy changes - The unaudited condensed consolidated financial statements are prepared in accordance with applicable International Financial Reporting Standards issued by the International Accounting Standards Board[14] - The Group has adopted all new and revised IFRSs effective from January 1, 2025, which did not result in significant changes to accounting policies or material impact on financial performance[14] Revenue Composition Group revenue primarily from maintenance and repair services, followed by modification and parts trading, with minor contributions from auto financing and food/kitchen appliance sales Revenue Sources Breakdown (Six Months Ended June 30) | Revenue Source | 2025 (SGD thousand) | 2024 (SGD thousand) | | :--- | :--- | :--- | | Maintenance and repair services | 6,563 | 7,665 | | Modification, tuning, and beautification services and trading of parts and spare parts | 1,439 | 1,409 | | Sales of food and kitchen appliances | 148 | 193 | | Brand management services | – | 66 | | Provision of auto financing services | 57 | 100 | | Total Revenue | 8,207 | 9,433 | Loss Before Tax and Income Tax Expense Loss before tax mainly impacted by material costs, employee benefits, and other expenses, with zero income tax expense in H1 2025 versus SGD 4 thousand in H1 2024 Loss Before Tax Components (Six Months Ended June 30) | Item | 2025 (SGD thousand) | 2024 (SGD thousand) | | :--- | :--- | :--- | | 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 | Income Tax Expense (Six Months Ended June 30) | Item | 2025 (SGD thousand) | 2024 (SGD thousand) | | :--- | :--- | :--- | | Current income tax - current period | – | 4 | | Tax expense for the period | – | 4 | - Tax rates in various jurisdictions: Cayman Islands are exempt from income tax; Singapore subsidiaries are taxed at 17%; China subsidiaries are taxed at 25%[23][24][25] Dividends and Loss Per Share Board recommends no interim dividend; basic loss per share expanded to SGD (4.59) cents in H1 2025, influenced by placing and share consolidation - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024: nil)[27] Basic Loss Per Share Calculation (Six Months Ended June 30) | Indicator | 2025 (SGD thousand/thousand shares) | 2024 (SGD thousand/thousand 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 (thousand shares) | 47,028 | 40,000 | | Basic loss per share (SGD cents per share) | (4.59) | (4.39) | - The placing of new shares was completed on January 23, 2025, and share consolidation was completed on February 20, 2025, with these changes accounted for in the weighted average number of ordinary shares for the first half of 2025[30][31] Property, Plant and Equipment Group acquired SGD 0.29 million in property, plant and equipment in H1 2025, a decrease from the prior year period - For the six months ended June 30, 2025, the Group acquired SGD 0.29 million in property, plant and equipment (same period 2024: SGD 0.48 million)[32] Trade Receivables Net trade receivables at SGD 1,034 thousand as of June 30, 2025, with most due within 30 days and stable impairment provision Net Trade Receivables | Indicator | June 30, 2025 (SGD thousand) | December 31, 2024 (SGD thousand) | | :--- | :--- | :--- | | Trade receivables, gross carrying amount | 1,158 | 1,188 | | Less: Impairment loss recognised | (124) | (124) | | Net Trade Receivables | 1,034 | 1,064 | Ageing Analysis of Trade Receivables (Based on date of sale of goods or provision of services) | Ageing | June 30, 2025 (SGD thousand) | December 31, 2024 (SGD thousand) | | :--- | :--- | :--- | | Less than 30 days | 966 | 957 | | 30 to 60 days | 46 | 20 | | 61 to 90 days | 26 | 15 | | 91 to 120 days | 5 | 83 | | Over 120 days | 115 | 113 | | Total | 1,158 | 1,188 | Movement in Impairment Loss Provision | Indicator | June 30, 2025 (SGD thousand) | December 31, 2024 (SGD thousand) | | :--- | :--- | :--- | | Beginning of period/year | 124 | 57 | | Impairment loss recognised | – | 67 | | End of period/year | 124 | 124 | Prepayments, Other Receivables and Other Assets Total prepayments, other receivables, and other assets increased to SGD 11,311 thousand, driven by higher deposits for car leasing and EV resale, while auto financing loans decreased Total Prepayments, Other Receivables and Other Assets | Item | June 30, 2025 (SGD thousand) | December 31, 2024 (SGD thousand) | | :--- | :--- | :--- | | Total non-current | 586 | 1,126 | | Total current | 10,725 | 7,164 | | Total | 11,311 | 8,290 | - As of June 30, 2025, deposits paid primarily for car leasing and purchase of electric vehicles for resale amounted to SGD 4.7 million (December 31, 2024: SGD 2.7 million)[37] - Loans to third parties, mainly auto financing loans to customers, decreased from SGD 1.8 million at the end of 2024 to SGD 1.3 million as of June 30, 2025[39] Top Five Auto Financing Loans Details | Customer | June 30, 2025 (SGD thousand) | December 31, 2024 (SGD thousand) | | :--- | :--- | :--- | | Customer A | 248 | 266 | | Customer B | 198 | 212 | | Customer C | 208 | 205 | | Customer D | 179 | 204 | | Customer E | 142 | 157 | | Others | 309 | 765 | | Total | 1,284 | 1,809 | Trade and Other Payables Total trade and other payables decreased to SGD 7,303 thousand, mainly due to a significant reduction in amounts owed to a director Total Trade and Other Payables | Item | June 30, 2025 (SGD thousand) | December 31, 2024 (SGD thousand) | | :--- | :--- | :--- | | Trade payables | 1,410 | 1,772 | | Other payables | 4,745 | 3,911 | | Accrued expenses | 604 | 1,003 | | Amounts due to a director | 544 | 2,206 | | Total | 7,303 | 8,892 | - Amounts due to a director significantly decreased from SGD 2,206 thousand at the end of 2024 to SGD 544 thousand as of June 30, 2025[41] Ageing Analysis of Trade Payables (Based on invoice date) | Ageing | June 30, 2025 (SGD thousand) | December 31, 2024 (SGD thousand) | | :--- | :--- | :--- | | Less than 30 days | 646 | 666 | | 30 to 60 days | 368 | 360 | | 61 to 90 days | 4 | 26 | | Over 90 days | 392 | 720 | | Total | 1,410 | 1,772 | Bank and Other Borrowings Total bank and other borrowings increased to SGD 3,944 thousand, primarily due to new margin financing. Borrowings are secured by listed equity securities or life insurance policies and personal guarantees Total Bank and Other Borrowings and Composition | Item | June 30, 2025 (SGD thousand) | December 31, 2024 (SGD thousand) | | :--- | :--- | :--- | | Total current borrowings | 2,371 | 580 | | Total non-current borrowings | 1,573 | 2,012 | | Total | 3,944 | 2,592 | - New Singapore Dollar margin financing of SGD 1,324 thousand at an annual interest rate of 4.0% was secured by the Group's listed equity securities (fair value SGD 2.29 million)[44][45] - All borrowings are denominated in Singapore Dollars[46] Share Capital Changes Issued share capital was SGD 1,074 thousand, influenced by January 2025 new share placing and February share consolidation, resulting in 48,000,000 issued shares Share Capital Movement Details | Item | Number of Shares | Share Capital (SGD thousand) | | :--- | :--- | :--- | | Issued and fully paid at January 1, 2024 and December 31, 2024 | 2,000,000,000 | 900 | | Shares issued (placing) | 400,000,000 | 174 | | Share consolidation | (2,352,000,000) | – | | Issued and fully paid at June 30, 2025 | 48,000,000 | 1,074 | - On January 23, 2025, the company completed the placing of 400,000,000 new shares, with net proceeds of approximately HKD 15.3 million[48] - On February 20, 2025, every fifty shares of HKD 0.0025 each in the company's share capital were consolidated into one share of HKD 0.125 each, resulting in 2,400,000,000 shares being consolidated into 48,000,000 shares[48] Management Discussion and Analysis This section provides an overview of the Group's business performance, financial results, future outlook, liquidity, and capital resources for the reporting period Business Review For H1 2025, Group revenue decreased by 13.0% to SGD 8.21 million, with loss expanding to SGD 2.30 million, due to declining Singapore spare parts sales, slowing maintenance, and cautious China spending Revenue and Loss Review (Six Months Ended June 30) | Indicator | 2025 (SGD million) | 2024 (SGD million) | | :--- | :--- | :--- | | Revenue | 8.21 | 9.43 | | Loss for the period | 2.30 | 2.12 | - Singapore business revenue decreased by 12.1% to SGD 8.06 million, mainly due to declining spare parts export sales and slowing maintenance and repair service income[49] - Mainland China revenue decreased by 42.9% to SGD 0.15 million, primarily due to cautious customer spending amidst ongoing macroeconomic challenges[49] - The Group is a leading automotive service provider in Singapore with over 20 years of experience, offering comprehensive passenger car services including maintenance, repair, modification, tuning, and beautification services[49] Outlook Anticipating a challenging 2025 due to geopolitical friction, trade changes, and rising costs, the Group will integrate AI and advanced technologies, focusing on EV transition in automotive and SaaS+ expansion in smart kitchen - The Group expects the operating environment in 2025 to remain challenging and will further integrate AI with advanced technologies and formulate sustainable growth strategies[51] Automotive Segment Automotive segment actively allocates resources for EV transition, ensuring technicians are proficient in EV repair and planning investments in software and equipment to expand service offerings - As of June 30, 2025, Singapore's car population stabilized at 1,009,499 vehicles, with hybrid and electric vehicles accounting for approximately 84% of new registrations in the first six months of 2025[52] - The Group has begun allocating resources to ensure technicians are proficient in the most advanced repair equipment and possess the advanced skills required to service a diverse portfolio of passenger car brands, actively seeking to broaden its product range and expand into the electric vehicle sector[53] - The Group will increase investment in software updates and new equipment to handle the unique components and safety requirements of hybrid and electric vehicles, which differ from traditional internal combustion engine vehicles[53] Smart Kitchen Segment Smart kitchen segment focuses on multi-business growth, integrating industry SaaS+ services, aiming to become a leading global platform for pre-cooked meal industry SaaS+ services - The Group continues to focus on the growth of its smart kitchen segment, adopting a multi-business parallel development model, from offline retail to takeaway, small-pack meal businesses, catering brand incubation, and SaaS+ empowerment[54] - The Group aims to become a leading global platform for pre-cooked meal industry SaaS+ services, continuously focusing on economy, innovation, and seamless integration[54] Financial Review This section details the Group's financial performance and changes in revenue, other income, cost of materials, employee benefit expenses, other expenses, and loss for the period Revenue Group revenue decreased by 13.0% to SGD 8.21 million in H1 2025, primarily due to declining Singapore spare parts sales, slowing maintenance, and cautious China spending Revenue Movement (Six Months Ended June 30) | Indicator | 2025 (SGD million) | 2024 (SGD million) | | :--- | :--- | :--- | | Revenue | 8.21 | 9.43 | - Singapore business revenue decreased by 12.1% to SGD 8.06 million, and mainland China revenue decreased by 42.9% to SGD 0.15 million[55] Other Income Other income and gains significantly increased by 288.8% to SGD 0.42 million, mainly driven by investment income from listed securities Other Income and Gains Movement (Six Months Ended June 30) | Indicator | 2025 (SGD million) | 2024 (SGD million) | | :--- | :--- | :--- | | Other income and gains | 0.42 | 0.11 | - The net increase was primarily due to investment income, including dividend income received from investments in listed securities[56] Cost of Materials Cost of materials decreased by 7.1%, leading to a gross profit margin decline from 47.2% to 43.6%, due to reduced contributions from high-margin China businesses Cost of Materials Movement and Gross Profit Margin Impact (Six Months Ended June 30) | Indicator | 2025 (SGD million) | 2024 (SGD million) | | :--- | :--- | :--- | | Cost of materials | (4.628) | (4.983) | | Gross profit margin | 43.6% | 47.2% | - The decrease in cost of materials led to a decline in gross profit margin, due to reduced contributions from the food and kitchen appliance trading business and brand management services in mainland China, which typically have higher profit margins[57] Employee Benefit Expenses Employee benefit expenses decreased by 15.2%, consistent with overall revenue decline and reduced operating stores in the Chinese subsidiary's business Employee Benefit Expenses Movement (Six Months Ended June 30) | Indicator | 2025 (SGD million) | 2024 (SGD million) | | :--- | :--- | :--- | | Employee benefit expenses | (2.937) | (3.462) | - The decrease in employee benefit expenses is consistent with the overall decrease in revenue and the reduction in the number of operating stores in the Chinese subsidiary's business after its disposal[58] Other Expenses Other expenses increased by SGD 0.11 million year-on-year to SGD 2.71 million, primarily due to increased legal and professional fees Other Expenses Movement (Six Months Ended June 30) | Indicator | 2025 (SGD million) | 2024 (SGD million) | | :--- | :--- | :--- | | Other expenses | (2.71) | (2.60) | - The increase in other expenses was due to additional expenses for legal and professional fees[59] Loss for the Period Loss for the period expanded to SGD 2.30 million, mainly attributed to business slowdown in both markets Loss for the Period Movement (Six Months Ended June 30) | Indicator | 2025 (SGD million) | 2024 (SGD million) | | :--- | :--- | :--- | | Loss for the period | (2.30) | (2.12) | - The primary reason for the loss was the business slowdown in both markets[60] Liquidity, Financial and Capital Resources Group's funding from operations and share placing; cash and equivalents decreased, gearing ratio rose to 0.41x, facing exchange rate risk with no significant contingent liabilities Cash Position Net cash outflow from operating activities increased, investing activities slightly increased, and financing activities decreased, resulting in a SGD 3.586 million reduction in cash and cash equivalents Net Cash Flow (Six Months Ended June 30) | Activity Type | 2025 (SGD million) | 2024 (SGD million) | | :--- | :--- | :--- | | Net cash from operating activities | (0.55) | (0.55) | | Net cash used in investing activities | (1.55) | (1.51) | | Net cash from financing activities | 1.35 | 1.64 | - On January 23, 2025, the company completed the placing of 400,000,000 shares, raising gross proceeds of HKD 16.0 million[61] Gearing Ratio Gearing ratio increased from 0.29 times as of December 31, 2024, to 0.41 times as of June 30, 2025 Gearing Ratio | Date | Gearing Ratio | | :--- | :--- | | June 30, 2025 | 0.41 times | | December 31, 2024 | 0.29 times | Exchange Rate Fluctuation Risk Currency risk arises from sales, purchases, and borrowings in non-functional currencies, with no foreign currency hedging currently undertaken - The Group's currency risk primarily arises from sales, purchases, and interest-bearing bank and other borrowings denominated in currencies other than the Group's functional currency[63] - The Group has not undertaken foreign currency hedging to mitigate this risk[63] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil)[64] Pledged Assets As of June 30, 2025, the Group had pledged listed securities with a fair value of SGD 2.29 million as collateral for margin financing Pledged Assets Status | Item | June 30, 2025 (SGD million) | December 31, 2024 (SGD million) | | :--- | :--- | :--- | | Fair value of pledged listed securities | 2.29 | Nil | - Pledged listed securities serve as collateral for margin financing granted to the Group[65] Capital Structure and Use of Placing Proceeds Group's capital structure comprises ordinary shares; January 2025 placing and February share consolidation led to HKD 15.3 million net proceeds, primarily for fast food/smart kitchen operations and working capital Capital Structure Company shares listed on GEM in 2016; January 2025 placing and February share consolidation resulted in 48,000,000 issued shares - The company's shares were successfully listed on GEM of the Stock Exchange on November 8, 2016[66] - The placing of new shares was completed on January 23, 2025, and share consolidation was completed on February 20, 2025[66] Issued Share Capital (As of June 30, 2025) | Indicator | Amount | | :--- | :--- | | Issued share capital | HKD 6,000,000 (equivalent to SGD 1,074,000) | | Number of issued shares | 48,000,000 shares | | Par value per share | HKD 0.125 | Use of Placing Proceeds Net proceeds from January 2025 placing were HKD 15.3 million, with HKD 7.68 million utilized by June 30, 2025, for inventory, sales talent, marketing, business expenses, and working capital - Net proceeds from the January 2025 placing were approximately HKD 15.3 million[68] Use and Utilization of January 2025 Placing Proceeds (As of June 30, 2025) | Intended Use | Total Planned (HKD million) | Utilized (HKD million) | Unutilized (HKD million) | Expected Timeline | | :--- | :--- | :--- | :--- | :--- | | Procurement of inventory and materials | 6.50 | 2.56 | 3.94 | December 2025 | | Recruitment of sales talent and marketing | 2.40 | 1.33 | 1.07 | December 2025 | | Business direct and indirect expenses | 1.10 | 1.10 | – | – | | General working capital | 5.30 | 2.69 | 2.61 | December 2025 | | Total | 15.30 | 7.68 | 7.62 | | - The Directors confirm that each placee and their ultimate beneficial owners are independent third parties, and no placee has become a substantial shareholder of the Company[68] Sufficiency of Public Float Company maintained GEM Listing Rules' required public float from listing date to report date - The company has maintained the public float required by the GEM Listing Rules from its listing date up to the date of this report[71] Other Information This section covers directors' and substantial shareholders' interests, related party transactions, directors' competing interests, pledged assets, exchange rate risk, share transactions, share option scheme, corporate governance, audit committee, material investments, post-reporting period events, and acknowledgements 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 spouse held 24.62% of shares, while Independent Non-Executive Director Mr. Chen Huichun and spouse held 0.03% Directors' and Chief Executive's Long Positions in Shares (As of 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 (Spouse) | Interest of spouse | 11,817,400 | 24.62% | | Mr. Chen Huichun | Beneficial interest | 14,000 | 0.03% | | Ms. WANG Chongyu (Spouse) | Interest of spouse | 14,000 | 0.03% | - Save as disclosed, none of the Company's Directors, chief executive, or their respective associates had any interests or short positions in the shares, underlying shares, or debentures of the Company or any of its associated corporations that were required to be recorded in the register[73] Directors' Rights to Acquire Shares or Debentures Neither the company nor its subsidiaries entered into arrangements for directors or close associates to benefit from acquiring shares or debentures in H1 2025 - At no time during the six months ended June 30, 2025, had the Company or any of its subsidiaries entered into any arrangements to enable the Directors or their respective close associates to acquire benefits by means of the acquisition of shares or debentures of the Company or any of its associated corporations[74] 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 Ms. Han Mei held 11.92% of the company's shares Substantial Shareholders' and Other Persons' Long Positions in Shares (As of 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 (Spouse) | Interest of spouse | 5,720,400 | 11.92% | | Ms. Li Lidan (Spouse) | Interest of spouse | 11,817,400 | 24.62% | - Save as disclosed, no other person or company (other than the Directors and chief executive of the Company) had any interests or short positions in the shares or underlying shares that were required to be disclosed to the Company[76] Related Party Transactions The Group did not enter into any related party transactions during the six months ended June 30, 2025 - During the six months ended June 30, 2025, the Group did not enter into any related party transactions[77] Directors' Interests in Competing Business Directors are unaware of any competing business or conflict of interest with the Group's business by directors, controlling shareholders, or their close associates in H1 2025 - The Directors are not aware of any business or interest of the Directors or controlling shareholders or any of their respective close associates that competes or may compete, directly or indirectly, with the business of the Group, or any other conflict of interest between such persons and the Group, for the six months ended June 30, 2025[78] Pledged Assets As of June 30, 2025, the Group had no pledged assets - As of June 30, 2025, the Group had no pledged assets (June 30, 2024: nil)[80] Exchange Rate Risk Group's exchange rate risk stems from non-functional currency sales, purchases, and borrowings, with no hedging instruments currently used - The Group's exchange rate fluctuation risk primarily arises from sales, purchases, and interest-bearing bank and other borrowings denominated in currencies other than the Group's functional currency[81] - As of the date of this report, the Group has not used any hedging financial instruments to mitigate this risk[81] Purchase, Sale or Redemption of the Company's Listed Securities Neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities, nor held treasury shares, during H1 2025 - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[82] - As of June 30, 2025, the Company did not hold any treasury shares[82] Share Option Scheme Company adopted a share option scheme in 2016 to incentivize talent, valid until 2026, with specific subscription price rules and no minimum holding period; no options lapsed, granted, exercised, or cancelled in H1 2025 - The company adopted a share option scheme on October 21, 2016, to encourage or reward participants for their contributions to the Group, and/or to employ and retain outstanding employees[83] - The share option scheme commenced on October 21, 2016, and will expire on October 20, 2026[84] - The subscription price for share options shall not be less than the highest of the closing price on the Stock Exchange on the offer date, the average closing price for the preceding five days, and the nominal value of the shares[85] - The exercise period for share options shall not exceed ten years from the date of grant, and there is no minimum share option holding period before exercise[85] - For the six months ended June 30, 2025, and the year ended December 31, 2024, no share options had lapsed, been granted, exercised, or cancelled under the share option scheme[87] Directors' Securities Transactions Company adopted a code of conduct for directors' securities transactions, similar to GEM Listing Rules, with all directors confirming compliance during the reporting period - The company has adopted a code of conduct for directors' securities transactions, the terms of which are similar to Rules 5.48 to 5.67 of the GEM Listing Rules[88] - All Directors have confirmed their compliance with the required standards set out in the Model Code for Securities Transactions by Directors of Listed Issuers for the six months ended June 30, 2025[88] Compliance with Corporate Governance Code Company maintains high corporate governance standards, complying with all applicable code provisions, except for the combined Chairman and CEO roles, which the Board believes enhances strategic efficiency - The company is committed to achieving high standards of corporate governance and has complied with all applicable code provisions set out in the Corporate Governance Code[89] - The roles of Chairman and Chief Executive Officer are performed by Mr. Wang Lei, an arrangement the Board believes ensures consistent leadership within the Group and enables more effective and efficient overall strategic planning for the Group[89] Audit Committee Company's Audit Committee reviewed the unaudited condensed consolidated financial results for H1 2025 and met with management - The company's Audit Committee has reviewed the Group's unaudited condensed consolidated financial results for the six months ended June 30, 2025, and met with the company's management to discuss, among other things, the review of these results[90] Material Investments, Acquisitions and Disposals Except as disclosed, the Group had no material investments, acquisitions, or disposals during the reporting period - Except as disclosed in this report, the Group had no material investments for the six months ended June 30, 2024, nor any material acquisitions and disposals of subsidiaries, associates, or joint ventures for the six months ended June 30, 2025[91] Events After Reporting Period After the reporting period, the company completed a placing of 9,600,000 shares in July 2025 at HKD 0.60 per share, successfully raising funds - On July 14, 2025, the company entered into a placing agreement with China Northern Securities Group Limited to place up to 9,600,000 shares on a best efforts basis at a placing price of HKD 0.60 per share[92] - The July 2025 placing was completed on July 28, 2025, successfully placing a total of 9,600,000 shares to no less than six new placees[92] Dividends The Board does not recommend the payment of any dividends for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividends for the six months ended June 30, 2025 (2024: nil)[94] Acknowledgement The Board expresses gratitude to shareholders, business partners, customers, directors, management, and staff for their support and dedication - The Board extends its sincere gratitude to all shareholders, business partners, and customers for their continuous support to the Group. Concurrently, it expresses deep appreciation and commendation to all Directors, management, and staff for their efforts and dedication during this period[95]