天泓文创(08500) - 2025 - 中期业绩

General Information and Disclaimers Disclaimer HKEX and HKSE disclaim responsibility for the announcement's content, while the company's board assumes full and collective accountability for its accuracy and completeness - HKEX and HKSE are not responsible for the content of this announcement, make no statement as to its accuracy or completeness, and expressly disclaim liability for any loss[1][7][10] - The company's board of directors jointly and individually accepts full responsibility for the accuracy, completeness, and non-misleading nature of the information contained in this report[3][8][10] - This announcement will be published on the GEM website and the company's website for at least seven days[4] Characteristics of GEM GEM provides a listing platform for high-risk SMEs, requiring investors to understand potential market volatility and liquidity limitations - The GEM market aims to provide a listing platform for small and medium-sized companies with higher investment risks[5][9] - Investors should understand that GEM securities may be subject to higher market volatility and that high liquidity cannot be guaranteed[6][10] Company Information Board Members The company's board consists of executive, non-executive, and independent non-executive directors, with recent changes in appointments and resignations - Executive Directors include Mr Yao Tong, Ms Liang Wei (Chief Executive Officer), and Mr Liu Biao[12] - The Non-Executive Director is Mr Chen Zongxian (Chairman)[12] - Independent Non-Executive Directors include Mr Tian Tao, Mr Liu Lihan, and Mr Wu Zhou (appointed on August 20, 2025)[12] - Ms Li Zhiying resigned as an Executive Director on June 30, 2025, and Ms Tam Hon Shan resigned as an Independent Non-Executive Director on May 21, 2025[12][13] Board Committees The company maintains Audit, Remuneration, and Nomination Committees, experiencing recent changes in membership and leadership - Audit Committee members include Mr Tian Tao, Mr Liu Lihan, with Mr Wu Zhou appointed as Chairman on August 20, 2025, following Ms Tam Hon Shan's resignation as Chairman on May 21, 2025[12][13] - The Remuneration Committee Chairman is Mr Liu Lihan, with members including Mr Tian Tao, Mr Yao Tong, Mr Wu Zhou (appointed on August 20, 2025), and Ms Tam Hon Shan (resigned on May 21, 2025)[13] - The Nomination Committee Chairman is Mr Yao Tong, with members including Mr Tian Tao, Mr Liu Lihan, Mr Wu Zhou (appointed on August 20, 2025), and Ms Tam Hon Shan (resigned on May 21, 2025)[14][15] Registered and Principal Places of Business The company's registered office is in the Cayman Islands, with primary business operations located in Guangzhou, China, and Mong Kok, Hong Kong - The registered office is located at Ogier Global (Cayman) Limited in the Cayman Islands[14][15] - The principal place of business in China is Room 601, Fuli Yingxin Building, No 28 Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province[14][15] - The principal place of business in Hong Kong is Room 1701, 17th Floor, Wai Fung Centre, 664 Nathan Road, Mong Kok, Kowloon[15][16] Listing Information The company is listed on GEM with stock code 8500, and its shares trade in units of 10,000 - The listing venue is GEM of the Stock Exchange[17] - The stock code is 8500[17] - The trading unit is 10,000 shares[17] Financial Highlights Key Financial Performance Revenue for H1 2025 decreased by 37.3% to RMB 12.7 million, while gross profit surged by 120.9% to RMB 7.2 million, and profit for the period increased by 71.0% to RMB 0.4 million | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 12,703 | 20,258 | (37.3) | | Gross Profit | 7,225 | 3,271 | 120.9 | | Profit for the Period | 431 | 252 | 71.0 | - In the first half of 2025, creative design, public relations, marketing activities, and other services accounted for 64.0% of revenue (RMB 8,124 thousands), traditional offline media advertising services for 33.6% (RMB 4,276 thousands), and online media advertising services for 2.4% (RMB 303 thousands)[19] - Compared to the first half of 2024, revenue from creative design, public relations, marketing activities, and other services decreased from RMB 12,107 thousands to RMB 8,124 thousands, traditional offline media advertising services decreased from RMB 5,855 thousands to RMB 4,276 thousands, and online media advertising services decreased from RMB 2,296 thousands to RMB 303 thousands[19] Management Discussion and Analysis Business Review Despite a 37.3% revenue decline from macroeconomic challenges, the group is transforming its business model towards new media and trade operations, targeting significant contributions by H1 2026 - The group provides integrated advertising and marketing services including traditional offline media (outdoor and indoor), internet media (portals, e-commerce platforms, social seeding platforms), and creative design, public relations, and event activities[20][22] - During the period, the group was approved as a vice-chairman unit and member unit of several industry associations, including the Industrial Culture and Tourism Research Center of China Industrial News and the Industrial Cultural Tourism Branch of the China Scenic Area Association[21][23] - Affected by declining national consumption power and cautious marketing budgets from brand clients, the advertising market faced intense competition, leading to a 37.3% year-on-year decrease in the group's revenue to RMB 12.7 million[24][25][26] - The revenue decline was mainly due to a decrease in traditional advertising business income, while new businesses such as new media and trade operations, despite new additions, had low gross profit margins (averaging below 5%) and only their gross profit portion was recognized as revenue[25][26] - The group aims to achieve significant revenue contributions from new businesses within 2025 or the first half of 2026[25][26] Prospect Amidst global economic slowdown, the group plans to consolidate traditional advertising, expand full-chain services, and develop industrial cultural tourism and digital creative products, leveraging online advertising and AI - The UN and World Bank project global economic growth to slow to 2.3%-2.4% in 2025, while China's economy grew by 5.3% in the first half, but faces complex challenges in the second half including domestic demand, employment pressure, and economic structural adjustments[27][29] - Online advertising has become the fastest-growing channel, with the integration of new technological tools like AI leading to a new landscape where algorithms and creativity coexist in the advertising industry[28][30] - The group's business strategy will be to consolidate traditional advertising business while actively expanding more comprehensive, full-chain businesses, upgrading from an "execution intermediary" to a "strategic partner"[31][32] - Business expansion expected in the second half includes: deeply exploring the benefits of industrial cultural tourism project scenarios to provide integrated services; and focusing on the education sector, collaborating with schools to develop extracurricular courses and research bases[31][32] - Leveraging AI and other technological tools, the group will independently design digital cultural and creative products, use its own platforms to create trending blockbusters, and achieve commercialization, collection, and trading of digital products[33][37] Financial Review H1 2025 saw a 37.3% revenue decrease to RMB 12.7 million, but gross profit increased by 118% to RMB 7.2 million, resulting in a period profit of RMB 0.4 million 2025 H1 Financial Performance Overview | Indicator | 2025 (RMB millions) | 2024 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 12.7 | 20.3 | (37.3) | | Gross Profit | 7.2 | 3.3 | 118.0 | | Gross Profit Margin | 56.7% | 16.1% | +40.6pp | | Other Income | 0.2 | 0.1 | 100.0 | | Selling Expenses | 1.1 | 1.2 | (8.3) | | Administrative Expenses | 3.6 | 2.9 | 24.0 | | Impairment Loss (recognized) net | 2.2 | (1.0) | N/A | | Profit for the Period | 0.4 | 0.3 | N/A | - The decrease in revenue was mainly due to the decline in traditional advertising business and the fact that new businesses with low gross profit margins, such as new media and trade operations, only recognized the gross profit portion as revenue[34][38] - The 24% increase in administrative expenses was primarily attributable to increased intermediary fees for service companies[42][48] - An impairment loss of RMB 2.2 million was recognized on trade and other receivables, mainly due to the impact of collection conditions and an increase in the balance of receivables overdue for more than one year[43][49] Liquidity and Finance Resources As of June 30, 2025, the group reported net current assets of RMB 33.8 million, a current ratio of 2.0x, cash of RMB 1.0 million, and a 4.4% gearing ratio Liquidity Indicators | Indicator | June 30, 2025 (RMB millions) | December 31, 2024 (RMB millions) | | :--- | :--- | :--- | | Net Current Assets | 33.8 | 34.2 | | Current Ratio | 2.0 times | 2.4 times | | Cash and Cash Equivalents | 1.0 | 4.1 | | Outstanding Bank Loans | 1.5 | N/A | | Gearing Ratio | 4.4% | N/A | - The group's working capital primarily comes from cash generated from operating activities, bank borrowings, and placement of new shares[45][51] - Bank loans are guaranteed by the group's major shareholder and pledged against trade receivables of approximately RMB 7.1 million[52][53] Fund Raising Activities Net proceeds from the March 2024 share placement (HKD 17.392 million) and August 2024 rights issue (HKD 53 million) were fully utilized for general working capital and business development by June 30, 2025 Utilization of Net Proceeds from March 2024 Share Placement | Use | Net Proceeds from Placement (HKD thousands) | Unutilized Balance as of June 30, 2024 (HKD thousands) | Utilized Amount as of December 30, 2024 (HKD thousands) | Unutilized Balance as of December 30, 2024 (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | General Working Capital | 17,392 | 15,202 | 15,202 | – | Utilization of Net Proceeds from August 2024 Rights Issue | Use | Intended Use of Net Proceeds (HKD thousands) | Utilized Amount as of December 31, 2024 (HKD thousands) | Unutilized Balance as of June 30, 2025 (HKD thousands) | | :--- | :--- | :--- | :--- | | Organizing and coordinating events, exhibitions, and trade shows | 19,900 | – | – | | Provision of new media operation services | 16,600 | – | – | | Development of cross-border live streaming shopping business | 6,600 | – | – | | Strategic cooperation or mergers and acquisitions | 6,600 | 6,600 | – | | General working capital | 3,300 | 1,600 | – | | Trading goods | – | – | – | | Providing loans to business partners in advertising business | – | – | – | | Subtotal | 53,000 | 8,200 | – | - As of June 30, 2025, all net proceeds from the placement and rights issue have been fully utilized[55][57][58] Capital Structure As of the report date, the company's total issued share capital comprised 432,000,000 shares - As of the date of this report, the total number of issued shares of the company is 432,000,000 shares[59][65] Pledge of Assets As of June 30, 2025, trade receivables of approximately RMB 7.1 million were pledged as collateral for bank borrowings, a reduction from the previous period Pledged Assets | Pledged Assets | June 30, 2025 (RMB millions) | December 31, 2024 (RMB millions) | | :--- | :--- | :--- | | Trade Receivables | 7.1 | 12.1 | - Apart from the aforementioned pledge of trade receivables, the group has no other assets pledged[60][66] Dividend The board decided not to declare an interim dividend for the six months ended June 30, 2025, mirroring the previous year's decision - The board resolved not to declare an interim dividend for the current period (for the six months ended June 30, 2024: nil)[61][67] Foreign Exchange Exposure The group faces limited foreign currency risk due to most transactions being in functional currencies, with ongoing monitoring - Each member company within the group is exposed to limited foreign currency risk, as most transactions are denominated in their functional currencies[62][68] - The group will review and monitor foreign exchange risk from time to time[62][68] Significant Investments Held The group held no significant investments during the current reporting period - During the current period, the group held no significant investments[63][69] Future Plans for Material Investments and Capital Assets The group has no current plans for material investments or capital assets - During the current period, the group had no plans for material investments and capital assets[64][70] Contingent Liabilities As of June 30, 2025, a potential RMB 4.0 million legal claim exists regarding a 2019 documentary sponsorship, with negotiations ongoing due to unfulfilled supplier obligations - As of June 30, 2025, there is a potential legal claim and obligation of RMB 4.0 million related to a 2019 documentary sponsorship and content cooperation agreement[71][73] - The group believes the supplier has not fulfilled all performance obligations, as the documentary production was delayed and not broadcast on the designated channel[71][73] - The group is currently negotiating with the supplier, and the outcome is not yet determined; there are no other significant contingent liabilities apart from this[71][73] Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures The group did not engage in any material acquisitions or disposals of subsidiaries, associates, or joint ventures during the period - During the current period, the group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures[72][74] Employee and Remuneration Policies The group's employee count decreased to 30 as of June 30, 2025, with remuneration based on duties, qualifications, and performance, and senior management compensation reviewed by the Remuneration Committee Employee Count | Date | Number of Employees | | :--- | :--- | | June 30, 2025 | 30 | | December 31, 2024 | 39 | - All employees are located in Guangzhou, China, and the number of employees changes from time to time as needed[75][78] - Employee remuneration is determined based on duties, qualifications, performance, experience, and seniority, and is reviewed regularly[75][78] - Remuneration for key executives and directors is reviewed by the Remuneration Committee based on the group's performance and individual contributions[76][79] - The company adopted a share option scheme effective from the listing date, but no share options were granted, exercised, cancelled, or lapsed during the current period[77][80] Event After the Reporting Period No significant events occurred after the reporting period ended June 30, 2025, beyond those already disclosed - Apart from the disclosed matters, no significant events occurred after June 30, 2025[81][82] Risks and Hurdles The group faces risks including loss of advertising resources, intense online competition, credit risk from delayed receivables, and reduced advertising budgets due to economic slowdown - The group may not be able to retain or renew existing advertising resources, or acquire new ones, leading to customer loss and business decline[83] - Expansion from traditional advertising to online advertising may face significant competition and additional costs[83] - Customers may delay settlement of accounts receivable, posing certain credit risks[83] - Due to economic slowdown, customers may reduce their advertising budgets[83] Corporate Governance and Other Information Corporate Governance The board values good corporate governance and has complied with all code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, and will continue to do so - The directors understand the importance of good corporate governance in management and internal procedures[84][87] - The company has complied with all code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules and will continue to do so[84][87] Model Code for Securities Transactions by the Directors The company has adopted a code for directors' securities transactions identical to GEM Listing Rules requirements, regularly reminding directors of trading prohibitions during blackout periods, with all directors confirming compliance - The company has adopted a code for directors' securities transactions that is no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[85][88] - The company regularly reminds directors of the absolute prohibition on dealing in listed securities during blackout periods before the announcement of financial results[86][88] - All directors confirmed compliance with the required standard of dealings and the code of conduct regarding securities transactions during the current period[86][88] Competing Interest During the period, no company directors, substantial shareholders, or their close associates engaged in any business competing with the group, nor did they have any conflicts of interest - During the current period, none of the company's directors or substantial shareholders or their respective close associates engaged in any business that directly or indirectly competes or may compete with the group's business, or held any interest in such businesses[89][91] - They also had no conflicts of interest with the group[89][91] Purchase, Sale or Redemption of the Company's Listed Securities During the period, neither the company nor its subsidiaries redeemed, purchased, or sold any listed securities, nor issued or exercised any convertible securities, options, warrants, or similar rights - During the current period, the company did not redeem any of its listed securities, nor did the company or any of its subsidiaries purchase or sell any such securities[90][92] - Neither the company nor any of its subsidiaries issued or granted any convertible securities, options, warrants, or similar rights, nor exercised any related conversion or subscription rights during the current period[90][92] Share Option Scheme The company adopted a share option scheme on December 11, 2019, effective for 10 years from January 14, 2020. As of June 30, 2025, no options were granted, exercised, cancelled, or lapsed, with 18,000,000 options available for grant, representing 4.17% of issued share capital - The share option scheme was conditionally adopted on December 11, 2019, and is effective for a period of 10 years from January 14, 2020[93][95] - As of June 30, 2025, there were no outstanding share options, and no share options were granted, exercised, cancelled, or lapsed during the current period[94][95] - As of June 30, 2025, the number of share options available for grant under the share option scheme was 18,000,000[94][95] - The total number of shares available for issue is 18,000,000 shares, representing 4.17% of the issued share capital as of the report date[94][95] Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, no company directors or chief executives held any interests or short positions in shares, underlying shares, and debentures requiring disclosure under the SFO or GEM Listing Rules - As of June 30, 2025, none of the company's directors and chief executives had any interests or short positions in the shares, underlying shares, and debentures of the company and its associated corporations that needed to be notified to the company and the Stock Exchange[96][97] Substantial Shareholders' Interests in Shares, Underlying Shares and Debentures As of June 30, 2025, several entities were deemed substantial shareholders, holding interests in the company's shares, including Shining Icon (10.42%), Capital Realm Financial Holdings Limited (19.79%), Focus Wonder Limited (7.81%), China Hui Shang Enterpriser Association International Group Limited (9.26%), Master Connection Limited (3.13%), Maofu Trade Co., Limited (7.26%), and Baocheng Holdings Limited (13.04%) Substantial Shareholders' Shareholdings (as of June 30, 2025) | Director Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Shining Icon | Beneficial Owner | 45,000,000 | 10.42% | | Capital Realm Financial Holdings Limited | Beneficial Owner | 42,750,000 | 19.79% | | Focus Wonder Limited | Beneficial Owner | 33,750,000 | 7.81% | | China Hui Shang Enterpriser Association International Group Limited | Beneficial Owner | 20,000,000 | 9.26% | | Master Connection Limited | Beneficial Owner | 13,500,000 | 3.13% | | Maofu Trade Co., Limited | Beneficial Owner | 31,383,000 | 7.26% | | Baocheng Holdings Limited | Beneficial Owner | 56,334,000 | 13.04% | - Shining Icon is wholly owned by former Chairman Mr Zhou Zitao, who is deemed to have an interest in the shares held by it[102] - Capital Realm Financial Holdings Group Limited is listed on The Stock Exchange of Hong Kong Limited (stock code: 204)[102] - Focus Wonder Limited and Master Connection Limited are wholly owned by Guo Tong International Holdings Limited[102] - Maofu Trade Co., Limited is wholly owned by Mr Wang Lei, and Baocheng Holdings Limited is wholly owned by Huitongyun International Holdings Group Limited[108] Audit Committee and Review of Interim Results The Audit Committee, composed of three independent non-executive directors, reviews and oversees the group's financial reporting, risk management, and internal control systems, having reviewed the unaudited interim results and found them compliant with applicable standards and regulations - The Audit Committee is responsible for reviewing and overseeing the group's financial reporting process, risk management, and internal control systems, and providing recommendations to the board[105][107] - The Audit Committee comprises three independent non-executive directors: Mr Tian Tao, Mr Liu Lihan, and Mr Wu Zhou[109][110] - The Audit Committee has reviewed the group's unaudited consolidated results for the current period and is of the opinion that they comply with applicable accounting standards, the GEM Listing Rules, and legal requirements, and that adequate disclosures have been made[109][110] Consolidated Statement of Profit or Loss Profit or Loss Statement Summary For H1 2025, the group reported RMB 12.703 million in revenue, RMB 7.225 million in gross profit, and RMB 0.431 million in profit for the period Consolidated Statement of Profit or Loss Key Data | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 12,703 | 20,258 | | Cost of Sales | (5,478) | (16,987) | | Gross Profit | 7,225 | 3,271 | | Other Income | 247 | 84 | | Selling Expenses | (1,091) | (1,174) | | Administrative Expenses | (3,619) | (2,859) | | Impairment loss (recognized) / reversal net under expected credit loss model | (2,237) | 1,033 | | Operating Profit | 525 | 355 | | Finance Costs | (94) | (103) | | Profit Before Taxation | 431 | 252 | | Income Tax | – | – | | Profit for the Period | 431 | 252 | | Basic Earnings Per Share (RMB) | 0.001 | 0.001 | | Diluted Earnings Per Share (RMB) | 0.001 | 0.001 | Consolidated Statement of Profit or Loss and Other Comprehensive Income Comprehensive Income Summary H1 2025 profit was RMB 0.431 million, but a foreign exchange difference of RMB (0.970) million led to a total comprehensive expense of RMB (0.539) million attributable to equity holders Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit for the Period | 431 | 252 | | Exchange differences on translation of financial statements of entities with non-RMB functional currencies | (970) | 22 | | Total comprehensive (expense) / income for the period attributable to equity holders of the company | (539) | 274 | Consolidated Statement of Financial Position Financial Position Summary As of June 30, 2025, the group reported total non-current assets of RMB 0.505 million, total current assets of RMB 66.124 million, and total equity of RMB 34.329 million Consolidated Statement of Financial Position Key Data | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Property, Plant and Equipment | 505 | 652 | | Total Non-Current Assets | 505 | 652 | | Trade Receivables | 17,108 | 2,316 | | Other Receivables, Deposits and Prepayments | 48,006 | 51,447 | | Restricted Deposits with a Bank | 7 | 7 | | Cash and Cash Equivalents | 1,003 | 4,070 | | Total Current Assets | 66,124 | 57,840 | | Trade and Other Payables | 11,802 | 11,079 | | Contract Liabilities | 16,290 | 5,249 | | Bank Loans | 1,500 | 4,500 | | Current Taxation | 2,708 | 2,796 | | Total Current Liabilities | 32,300 | 23,624 | | Net Current Assets | 33,824 | 34,216 | | Net Assets | 34,329 | 34,868 | | Share Capital | 3,906 | 3,906 | | Reserves | 30,423 | 30,962 | | Total Equity | 34,329 | 34,868 | Consolidated Statement of Changes in Equity Equity Changes Summary Total equity decreased from RMB 34.868 million to RMB 34.329 million in H1 2025, as profit was offset by other comprehensive expenses Consolidated Statement of Changes in Equity Key Data (H1 2025) | Indicator | Share Capital (RMB thousands) | Share Premium (RMB thousands) | Other Reserves (RMB thousands) | Statutory Reserve (RMB thousands) | Exchange Reserve (RMB thousands) | Accumulated Losses (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance at January 1, 2025 | 3,906 | 154,874 | (11,907) | 8,407 | 1,622 | (122,034) | 34,868 | | Profit for the period | – | – | – | – | – | 431 | 431 | | Other comprehensive expense | – | – | – | – | (970) | – | (970) | | Total comprehensive (expense) / income | – | – | – | – | (970) | 431 | (539) | | Balance at June 30, 2025 | 3,906 | 154,874 | (11,907) | 8,407 | 652 | (121,603) | 34,329 | Consolidated Statement of Changes in Equity Key Data (H1 2024) | Indicator | Share Capital (RMB thousands) | Share Premium (RMB thousands) | Other Reserves (RMB thousands) | Statutory Reserve (RMB thousands) | Exchange Reserve (RMB thousands) | Accumulated Losses (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance at January 1, 2024 | 1,596 | 91,866 | (11,907) | 8,407 | (45) | (104,220) | (14,303) | | Profit for the period | – | – | – | – | – | 252 | 252 | | Other comprehensive income | – | – | – | – | 22 | – | 22 | | Total comprehensive income | – | – | – | – | 22 | 252 | 274 | | Placement of new shares | 327 | 15,442 | – | – | – | – | 15,769 | | Balance at June 30, 2024 | 1,923 | 107,308 | (11,907) | 8,407 | (23) | (103,968) | 1,740 | Condensed Consolidated Cash Flow Statement Cash Flow Summary H1 2025 saw net cash generation of RMB 1.019 million from operations, net cash used of RMB 0.028 million in investing, and RMB 3.088 million in financing, leading to a significant decrease in period-end cash Condensed Consolidated Cash Flow Statement Key Data | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net cash generated from operating activities | 1,019 | (9,842) | | Net cash used in investing activities | (28) | (39) | | Net cash (used in) / generated from financing activities | (3,088) | 13,006 | | Net (decrease) / increase in cash and cash equivalents | (2,097) | 3,125 | | Cash and cash equivalents at January 1 | 4,070 | 13,667 | | Effect of foreign exchange rate changes | (970) | 22 | | Cash and cash equivalents at June 30 | 1,003 | 16,814 | - In the first half of 2025, net cash from operating activities turned positive, compared to a negative figure in the same period of 2024[122] - Net cash from financing activities shifted from an inflow of RMB 13.006 million in the first half of 2024 to an outflow of RMB 3.088 million in the first half of 2025, primarily due to repayment of bank loans and no proceeds from share placements[123] Notes to the Unaudited Interim Financial Report Significant Accounting Policies This interim financial report, prepared under HKAS 34, follows 2024 annual accounting policies, with management judgments and estimates potentially differing from actual results - This interim financial report is prepared in accordance with the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, including compliance with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants[124][127] - Except for changes in accounting policies expected to be reflected in the 2025 annual financial statements, the interim financial report has been prepared in accordance with the same accounting policies adopted in the 2024 annual financial statements[125][128] - In preparing the interim financial report, management is required to make judgments, estimates, and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income, and expenses[126][128] - The group has applied the revised HKFRS 21 (Amendment) Lack of Exchangeability, but it has no significant impact on the results and financial position for the current or prior periods[131][133] Revenue and Segment Information The group's H1 2025 revenue was RMB 12.703 million, primarily from creative design and marketing, with segment performance assessed by Adjusted EBITDA across traditional offline, online, and integrated multimedia advertising - The group's principal businesses are the provision of traditional offline media advertising, online media advertising, creative design, public relations, marketing activities, and other services[132][134] Revenue by Major Service Line (RMB thousands) | Service Line | 2025 | 2024 | | :--- | :--- | :--- | | Traditional offline media advertising services – as principal | 4,269 | 5,855 | | Traditional offline media advertising services – as agent | 7 | – | | Online media advertising services – as principal | 303 | 2,295 | | Online media advertising services – as agent | – | 1 | | Creative design, public relations, marketing activities and other services – as principal | 8,071 | 12,107 | | Creative design, public relations, marketing activities and other services – as agent | 53 | – | | Total | 12,703 | 20,258 | - The group's reportable segments are categorized by traditional offline media advertising services, online media advertising services, and creative design, public relations, marketing activities, and other services[138][139][140] - The measure used for reporting segment profit is "Adjusted Earnings Before Finance Costs, Interest Income, Tax and Depreciation" (Adjusted EBITDA)[145][146] Revenue and Profit by Time of Revenue Recognition and Segment (H1 2025, RMB thousands) | Segment | Recognized at a point in time | Recognized over time | Reportable Segment Revenue | Reportable Segment Profit (Adjusted EBITDA) | | :--- | :--- | :--- | :--- | :--- | | Traditional offline media advertising services | 502 | 3,774 | 4,276 | 2,730 | | Online media advertising services | 303 | – | 303 | 194 | | Creative design, public relations, marketing activities and other services | 8,124 | – | 8,124 | 5,201 | | Total | 8,929 | 3,774 | 12,703 | 8,125 | Reconciliation of Reportable Segment Profit (RMB thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Reportable segment profit | 8,125 | 4,790 | | Depreciation | (163) | – | | Finance costs | (94) | (103) | | Other income | 247 | 84 | | Unallocated head office and corporate expenses and other expenses | (7,684) | (4,519) | | Consolidated profit before taxation | 431 | 252 | Profit Before Taxation H1 2025 profit before taxation was RMB 0.431 million, driven by bank loan interest, staff costs of RMB 3.145 million, media and PR/marketing expenses, and credit loss provisions Finance Costs (RMB thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Interest on bank loans | 88 | 68 | | Interest on lease liabilities | – | 21 | | Bank charges | 6 | 14 | | Total | 94 | 103 | Staff Costs (including Directors' Emoluments, RMB thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Salaries, wages, bonuses and benefits | 2,842 | 3,833 | | Contributions to retirement schemes | 303 | 392 | | Total | 3,145 | 4,225 | Other Items (RMB thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Media costs | 3,038 | 6,053 | | Public relations, marketing activities and other services costs | 1,538 | 9,415 | | Depreciation expense – property, plant and equipment | 163 | – | | Credit loss provision for trade receivables recognized / (reversed) | 2,237 | (933) | | Credit loss provision for other receivables recognized / (reversed) | – | (100) | | Total | 6,976 | 14,435 | Income Tax The group reported zero income tax for the six months ended June 30, 2025, with no deferred tax recognized Income Tax (RMB thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Temporary differences arising | – | – | Earnings Per Share Basic and diluted earnings per share for H1 2025 were RMB 0.001, based on RMB 0.4 million profit and 432,000,000 weighted average shares Earnings Per Share Calculation (RMB) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Basic Earnings Per Share | 0.001 | 0.001 | | Diluted Earnings Per Share | 0.001 | 0.001 | - Basic earnings per share are calculated based on the profit attributable to ordinary equity holders of the company of RMB 0.4 million for the period and the weighted average number of 432,000,000 ordinary shares outstanding during the period[159][160] Weighted Average Number of Ordinary Shares (shares) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Ordinary shares outstanding at January 1 | 432,000,000 | 180,000,000 | | Effect of new shares placed on March 15, 2024 | – | 21,000,000 | | Weighted average number of ordinary shares at June 30 | 432,000,000 | 201,000,000 | - No potentially dilutive ordinary shares were issued for the six months ended June 30, 2025 and 2024[162][163] Trade Receivables Total trade receivables significantly increased to RMB 17.108 million as of June 30, 2025, with most due within one month Ageing Analysis of Trade Receivables (RMB thousands) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 1 month | 16,121 | 598 | | 1 to 3 months | 266 | 368 | | 3 to 12 months | 721 | 1,350 | | Total | 17,108 | 2,316 | Other Receivables, Deposits and Prepayments Other receivables, deposits, and prepayments totaled RMB 48.006 million as of June 30, 2025, primarily comprising prepayments for goods trade to suppliers Details of Other Receivables, Deposits and Prepayments (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Prepayments for media costs | 5,156 | 6,949 | | Prepayments to media service providers (net of impairment loss) | – | – | | Prepayments for goods trade to suppliers (net of impairment loss) | 34,619 | 34,619 | | Deposits paid for acquisition of investments (net of impairment loss) | 6,159 | 6,159 | | Others (net of impairment loss) | 2,072 | 3,720 | | Total Other Receivables, Deposits and Prepayments | 48,006 | 51,447 | | Loans receivable (net of impairment loss) | – | – | | Total | 48,006 | 51,447 | Trade and Other Payables Total trade and other payables increased to RMB 11.802 million as of June 30, 2025, including RMB 5.159 million in trade payables and RMB 4.000 million in receipts in advance Ageing Analysis of Trade Payables (RMB thousands) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 1 month | 710 | 816 | | 1 to 3 months | 3,276 | 1,595 | | 3 to 12 months | – | 33 | | Over 12 months | 1,173 | 1,735 | | Total Trade Payables | 5,159 | 4,179 | Details of Other Payables (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Other taxes payable | – | 89 | | Wages payable | 612 | 547 | | Receipts in advance | 4,000 | 4,000 | | Others | 2,031 | 2,264 | | Total | 11,802 | 11,079 | Bank Loans Bank loans decreased to RMB 1.5 million as of June 30, 2025, secured by a major shareholder and receivables, with no covenant breaches Bank Loan Status (RMB millions) | Date | Bank Loans | | :--- | :--- | | June 30, 2025 | 1.5 | | December 31, 2024 | 4.5 | - Bank loans are guaranteed by the group's major shareholder and pledged against receivables of RMB 7.1 million[172][174] - The group regularly monitors its compliance with bank loan covenants, and as of June 30, 2025, there were no breaches of relevant covenants[173][174] - The repayment period for bank loans is within one year[175] Capital, Reserves and Dividends As of June 30, 2025, the company had 432,000,000 issued shares, no interim dividend was proposed, and capital management focuses on balancing shareholder returns with a sound capital position Share Capital Details | Item | Number of Shares (par value HKD 0.1 per share) | Par Value (HKD) | | :--- | :--- | :--- | | Authorized: as of December 31, 2024 and June 30, 2025 | 2,000,000,000 | 20,000,000 | | Issued and fully paid: as of December 31, 2024 and January 1, 2025 | 432,000,000 | 4,320,000 | | Issued and fully paid: as of June 30, 2025 | 432,000,000 | 4,320,000 | - The board did not recommend the payment of an interim dividend for the six months ended June 30, 2025[178][179] - The group's primary objective in managing capital is to safeguard its ability to continue as a going concern, providing returns to shareholders and benefits to other stakeholders through pricing products and services commensurate with the level of risk and obtaining financing at a reasonable cost[180][184] - The group actively and regularly reviews and manages its capital structure to maintain a balance between the potentially higher shareholder returns from higher borrowing levels and the benefits and security provided by an adequate funding position[181][182] Material Related Party Transactions The group conducts related party transactions for key management compensation, media services, resource procurement, and office leasing, with bank loans also guaranteed by the company and major shareholders Key Management Personnel Remuneration (RMB thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Salaries and other benefits | 623 | 674 | | Defined contribution retirement plans | 67 | 65 | | Total | 690 | 739 | - Revenue from providing media services to related parties was RMB 0.4 million (H1 2024: RMB 1.7 million), with trade receivables of RMB 1.4 million (December 31, 2024: RMB 1.8 million)[188] - Purchases of media resources from related parties amounted to RMB 0.5 million (H1 2024: RMB 1.2 million), with payables of RMB 0.9 million (December 31, 2024: RMB 0.5 million)[188] - Rent and management fees for office premises leased from related parties were RMB 0.3 million (H1 2024: RMB 0.9 million), with deposits receivable of RMB 0.1 million (December 31, 2024: RMB 0.3 million)[189][190] - Bank loans are guaranteed by the company and the group's major shareholders[189][190]