恩典生命科技(02112) - 2025 - 中期业绩

Company Information Board of Directors and Committees The company's board, comprising executive and independent non-executive directors, ensures robust governance via audit, remuneration, and nomination committees - The Board of Directors includes executive directors Mr. Ng Khing Yeu (Chairman), Ms. Li Xiaolan, Mr. Wang Er, and independent non-executive directors Mr. Dong Jie, Dr. Wang Ling, and Mr. Liang Yaozu[5] - The company has an Audit Committee (Chairman: Mr. Liang Yaozu), a Remuneration Committee (Chairman: Dr. Wang Ling), and a Nomination Committee (Chairman: Ms. Li Xiaolan), with independent non-executive directors participating in each[5] Registration and Business Locations The company is registered in the Cayman Islands with primary business operations in Malaysia and Hong Kong, trading under stock code 02112 - The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in Kuantan, Pahang, Malaysia, and its principal place of business in Hong Kong located in Lai Chi Kok, Kowloon[5] - The company's stock code is 02112, and its corporate website is https://www.gracelife.hk[6](index=6&type=chunk) Summary Summary For H1 2025, the Group saw significant revenue growth, turned profitable, but the Board did not recommend an interim dividend 2025 H1 Key Financial Summary (Million USD) | Metric | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Revenue | 8.42 | 5.97 | | Gross Profit | 1.13 | 0.98 | | Profit/(Loss) | 0.2 (Profit) | (9.0) (Loss) | | Interim Dividend | None | None | Management Discussion and Analysis Business Development Overview As an investment holding company, the Group's core businesses include R&D and application of plant stem cell technology, iron ore exploration, mining, and sales, with mining assets concentrated in Malaysia's Ibam mine - The company's main businesses include R&D and application of plant stem cell technology, iron ore exploration, mining and sales, and investment holding[10] - For the six months ended June 30, 2025, the Group's primary mining assets were concentrated in the iron ore reserves of the Ibam mine in Pahang, Malaysia[10] Continued Rapid Growth and Strategic Upgrades in Plant Stem Cell Business The plant stem cell business achieved strong growth in H1 2025, becoming a core performance driver through expanded sales channels and market penetration, further solidified by strategic cooperation with a Chinese medical group and future global R&D center plans - In H1 2025, the plant stem cell business maintained strong growth, with a significant increase in revenue, becoming the core engine of the company's performance growth[11] - The company established a strategic partnership with a leading Chinese medical group, leveraging its national healthcare service network to comprehensively promote the sales and marketing of plant stem cell products in the Chinese market[11] - Future plans include establishing a global R&D center, collaborating with renowned scientific research institutions, deploying 10,000 vending machines in China, setting up high-end shopping mall counters, and opening over 50 health management chain centers[12] - In May 2025, a non-legally binding Memorandum of Understanding was signed with a Korean plant stem cell essence production facility to explore potential strategic investment[12] Adjustments in Mining Business and Exploration of New Ventures Due to low international iron ore prices, the company suspended iron ore production and sales in H1 2025, while actively exploring the feasibility of tin concentrate mining to diversify its mining segment - Due to persistently low international iron ore prices, far below mining and processing costs, the company maintained its decision to suspend iron ore production and sales in H1 2025[14] - In February 2025, the company began exploring the feasibility of tin concentrate mining, has contacted potential partners, and is preparing a tin concentrate production line, which is expected to bring new revenue streams[14] Continued Advancement of Diversification Strategy The company will continue its diversification strategy, consolidating the plant stem cell business as a core growth engine and prudently advancing the tin concentrate business to navigate market volatility and create long-term sustainable value - The company will fully leverage its plant stem cell advantages, accelerate business expansion in traditional Chinese medicine and the broader health industry chain, and consolidate its core growth engine[15] - The company will prudently advance the tin concentrate business, flexibly responding to global economic and commodity market fluctuations, ensuring overall business resilience and growth potential[15] Market Review and Outlook This report analyzes the current status and trends of the big health industry, health supplement market, iron ore market, and tin concentrate market, highlighting significant growth potential in health and supplements, low iron ore prices, and rising tin concentrate prices due to supply tightening Big Health Industry The "Big Health" industry maintains strong growth driven by policy support and consumption upgrades, with China's output value projected to reach RMB 16 trillion by 2030 and significant increases in resident healthcare expenditure - The "Healthy China 2030" planning outline prioritizes health as a strategic development, with China's health industry output value expected to reach RMB 16 trillion by 2030[18] - In 2024, national per capita expenditure on medical care and health reached RMB 2,547, a 16.0% year-on-year increase, reflecting stronger public health demand[18] Health Supplement Market The global health supplement market continues to expand, with China as a key growth engine, projected to reach RMB 320.71 billion by 2029, still showing immense potential for per capita consumption growth Global and China Health Supplement Market Size (Billion CNY) | Market | 2024 Size | 2029 Projected Size | | :--- | :--- | :--- | | Global | 1,376.58 | 1,821.34 | | China | 260.22 | 320.71 | - China's health supplement market compound annual growth rate (2018-2023) was 6.9%, higher than developed countries, but per capita consumption in 2023 was only USD 405, indicating huge future growth potential[19] Iron Ore Market In H1 2025, the iron ore market saw an initial rise followed by a decline, influenced by supply tightness, concerns over China's production cuts, and US tariff policies, with average prices falling by approximately USD 18/ton compared to the same period last year - In H1 2025, the iron ore market showed an initial rise followed by a decline, with prices high at the beginning of the year due to supply tightness, then falling from March due to concerns over China's production cuts and high port inventories[20] - The average iron ore price in the first five months of this year was approximately USD 18/ton lower than the same period last year, leading some small and medium-sized mines with higher costs to reduce shipments[20] Tin Concentrate Market China, the world's largest tin ore importer, has increased its reliance on imports due to tightening domestic supply, with significant import declines in 2024 and early 2025 driving up tin concentrate prices - China's reliance on tin ore imports continues to increase; imports fell sharply by 36.2% in 2024 due to a mining ban in Myanmar's Wa State, and further decreased by over 50% year-on-year in the first two months of 2025[21] - Driven by tightening supply, tin concentrate prices rose from RMB 240,000/ton to a high of RMB 299,000/ton in March[21] Business and Operations Review In H1 2025, the Group suspended Ibam mine production due to low iron ore prices, but achieved significant revenue growth in its health supplement business, resulting in a profit for the period, while facing liquidity pressure and multiple legal disputes Ibam Project Operations Update The Ibam mine possesses abundant iron ore resources, but due to international iron ore prices falling significantly below mining costs in H1 2025, the company suspended all iron ore-related production and sales activities - The Ibam mine has mineral resources of approximately 151 million tons, with an average total iron grade of 46.5%, and an estimated mining period of over 26 years[22] - In H1 2025, due to international iron ore prices falling to approximately USD 100 per dry ton, far below mining and beneficiation costs, the company suspended all iron ore-related production and sales activities, with zero thousand tons produced[22] Operating Results The Group's revenue increased to USD 8.42 million in H1 2025, primarily due to expanded sales channels and increased customer numbers for health supplements and other products, successfully achieving a profit for the period Operating Results Overview (Thousand USD) | Metric | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Revenue | 8,417 | 5,969 | | Cost of Sales | (7,285) | (4,986) | | Gross Profit | 1,132 | 983 | | Administrative and Other Expenses | (1,080) | (1,239) | | Finance Costs | (9,496) | (8,393) | | Profit (Loss) for the Period | 151 | (8,996) | - Sales revenue from health supplements and other products increased, mainly due to the expansion of plant stem cell sales channels and an increase in customer numbers[24] - A profit of approximately USD 0.2 million was recorded for the period, compared to a loss of approximately USD 9.0 million in the previous period, primarily due to the recognition of an interest waiver of approximately USD 9.9 million following an interest waiver agreement in April 2025[31] Liquidity, Financial Resources, and Capital Structure As of June 30, 2025, the Group faced a capital deficit of approximately USD 166.7 million, a current ratio of 0.3, and significant overdue borrowings, indicating substantial liquidity pressure Liquidity Position (Thousand USD) | Metric | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Capital Deficit | (166,662) | (167,490) | | Current Assets | 61,686 | 61,339 | | Current Liabilities | 244,234 | 243,874 | | Current Ratio | 0.3 | 0.3 | | Cash and Cash Equivalents | 91 | 248 | - As of June 30, 2025, approximately USD 54.869 million in principal borrowings and approximately USD 21.022 million in interest payable were overdue, and the company was in breach of borrowing terms and conditions[83] Legal Proceedings The company and its controlling shareholder face multiple legal actions, including a USD 60 million claim from Industrial Bank against the company for the controlling shareholder's outstanding debt, and a statutory demand for RMB 250.97 million - Industrial Bank is claiming USD 60,000,000 in principal and other incidental damages from the company due to the controlling shareholder Yutian's outstanding loans, as Yutian had assigned its shareholder loan rights to Industrial Bank[36][85] - The company received a statutory demand for payment of an alleged debt of RMB 250,974,633.21, which the company denies and is seeking legal advice on[86][87] Employees and Remuneration Policy As of June 30, 2025, the Group employed 50 staff, with slightly reduced staff costs, and remuneration policies aligned with market practices and individual performance - As of June 30, 2025, the Group employed 50 staff, an increase from 47 staff as of December 31, 2024[38] - Total staff costs (including directors' emoluments) for the period were approximately USD 0.6 million, a slight decrease, with remuneration policies aligned with market practices and determined based on individual performance and experience[38] Other Information Ibam Mine Resources and Reserves Information under JORC Code as of June 30, 2025 As of June 30, 2025, the Ibam mine, under JORC Code, holds a total mineral resource of 144 million tons (average iron grade 46.6%) and a probable ore reserve of 102 million tons (average iron grade 44.6%) Ibam Mine Mineral Resources (Iron Grade >= 35%) | Category | Reserves (Million Tons) | Iron Grade (%) | | :--- | :--- | :--- | | Measured | 102 | 46.7 | | Inferred | 42 | 46.6 | | Total | 144 | 46.6 | Ibam Mine Ore Reserves (Iron Grade >= 35%) | Category | Reserves (Million Tons) | Iron Grade (%) | | :--- | :--- | :--- | | Probable | 102 | 44.6 | Mining Production Activities and Capital Expenditures Mining production activities were zero during the period, with no significant capital expenditures for the purchase or upgrade of property, plant, and equipment - Mining volume and production volume were both zero tons for the period, consistent with the previous period[43] - The company made no significant capital expenditures for the purchase or upgrade of property, plant, and equipment or prepayments during the period[44] Corporate Governance and Board Committees The company is committed to good corporate governance, complying with listing rules, and has established audit, remuneration, and nomination committees to ensure transparent board operations and independence - The company has complied with the code provisions set out in Appendix C1 "Corporate Governance Code" and "Corporate Governance Report" of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[48] - All directors confirmed compliance with the required standards set out in the "Model Code for Securities Transactions by Directors of Listed Issuers"[49] Audit Committee The Audit Committee is responsible for reviewing and overseeing the Group's financial reporting process, internal controls, and risk management systems, and has reviewed the unaudited interim results for the period - The primary responsibilities of the Audit Committee are to review and oversee the Group's financial reporting process, internal control and risk management systems, and to provide recommendations to the Board on the appointment of independent auditors[50] - The Audit Committee has reviewed the accounting principles and practices adopted by the Group and discussed internal controls and financial reporting matters with management, including reviewing the unaudited interim results for the period[50] Remuneration Committee The Remuneration Committee is responsible for recommending remuneration policies and structures, and approving the remuneration packages for all directors and senior management, ensuring transparency and alignment with company and individual performance - The Remuneration Committee comprises two independent non-executive directors and one executive director, with responsibilities including recommending remuneration policies and structures and approving remuneration packages for directors and senior management[52] - The Remuneration Committee held one meeting during the period to review and discuss the remuneration packages of management and directors to enhance the Group's management quality[53] Nomination Committee The Nomination Committee is responsible for identifying and recommending suitable candidates for directorships, evaluating the board structure, and formulating nomination policies to ensure the independence of board members - The Nomination Committee comprises one executive director and two independent non-executive directors, with primary responsibilities including identifying and recommending suitable candidates for directorships to the Board, and evaluating the structure and composition of the Board[54] - The Nomination Committee held one meeting during the period, and all independent non-executive directors confirmed their independence[54][55] Directors' and Major Shareholders' Interests As of June 30, 2025, Director Mr. Ng Khing Yeu held 7.52% of the company's shares through a controlled corporation, while major shareholder Yutian and its associates held 50.18%, involving multiple share pledges Directors' Long Positions in the Company's Shares (June 30, 2025) | Director Name | Nature of Interest | Number of Ordinary Shares | Approximate % of Issued Share Capital | | :--- | :--- | :--- | :--- | | Ng Khing Yeu | Interest in controlled corporation | 112,827,000 (L) | 7.52% | Major Shareholders' Long Positions in the Company's Shares (June 30, 2025) | Major Shareholder | Capacity/Nature of Interest | Number of Shares | Approximate % of Shareholding | | :--- | :--- | :--- | :--- | | Yutian | Beneficial owner | 752,750,000 (L) | 50.18% | | Li Yang | Interest in controlled corporation | 752,750,000 (L) | 50.18% | | Ample Professional Limited | Interest in share charge | 752,000,000 (L) | 50.13% | | Hua Heng | Beneficial owner | 100,575,000 (L) | 6.71% | | Grace Era | Beneficial owner | 112,827,000 (L) | 7.52% | | Sichuan Chuanjiu Group International Trade Co., Ltd. | Beneficial owner | 91,000,000 (L) | 6.07% | - Yutian has pledged 752,000,000 shares (approximately 50.13% of the company's issued share capital) to an independent third-party institution[63] Interim Dividend and Financial Information Review The Board resolved not to declare any interim dividend for the period, and the condensed consolidated financial statements in this interim report have not been audited or reviewed by the company's auditors - The Board resolved not to declare any interim dividend for the period (H1 2024: None)[66] - The financial information in the condensed consolidated financial statements of the interim report has not been audited or reviewed by the company's auditors[67] Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's revenue increased to USD 8.417 million, gross profit was USD 1.132 million, and a profit of USD 151 thousand was achieved for the period, a significant improvement from the loss in the prior year Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Thousand USD) | Metric | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Revenue | 8,417 | 5,969 | | Cost of Sales | (7,285) | (4,986) | | Gross Profit | 1,132 | 983 | | Other Income and Gains | 9,882 | 49 | | Administrative and Other Expenses | (1,080) | (1,239) | | Finance Costs | (9,496) | (8,393) | | Profit (Loss) for the Period | 151 | (8,996) | | Basic and Diluted Earnings (Loss) Per Share (US Cents) | 0.01 | (0.60) | - Other income and gains for the period significantly increased to USD 9,882 thousand, primarily due to an interest waiver gain of USD 9,881 thousand[69][104] Interim Condensed Consolidated Statement of Financial Position Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets were USD 81.134 million, total liabilities were USD 247.796 million, resulting in a capital deficit of USD 166.662 million and net current liabilities of USD 182.548 million Interim Condensed Consolidated Statement of Financial Position (Thousand USD) | Metric | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Total Non-current Assets | 19,448 | 18,464 | | Total Current Assets | 61,686 | 61,339 | | Total Current Liabilities | 244,234 | 243,874 | | Net Current Liabilities | (182,548) | (182,535) | | Total Non-current Liabilities | 3,562 | 3,419 | | Capital Deficit | (166,662) | (167,490) | - Current assets primarily include trade receivables of USD 59,260 thousand, while current liabilities mainly comprise notes of USD 85,090 thousand, bank and other borrowings of USD 55,019 thousand, and amounts due to ultimate holding company of USD 60,000 thousand[71] Interim Condensed Consolidated Statement of Changes in Equity Interim Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the Group's capital deficit slightly narrowed, primarily due to the positive impact of profit for the period and exchange fluctuation reserve, despite a decrease in non-controlling interests Interim Condensed Consolidated Statement of Changes in Equity (Thousand USD) | Item | Jan 1, 2025 (Audited) | Profit (Loss) for the Period | Exchange Differences | Transfer to Statutory Reserve | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | (167,396) | 211 | 677 | – | (166,508) | | Non-controlling interests | (94) | (60) | – | – | (154) | | Capital Deficit | (167,490) | 151 | 677 | – | (166,662) | - Total comprehensive income for the period was USD 828 thousand, primarily contributed by USD 888 thousand attributable to owners of the parent company, which includes exchange differences of USD 677 thousand arising from the translation of financial statements from functional currency to presentation currency[72] Interim Condensed Consolidated Statement of Cash Flows Interim Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group's net cash used in operating activities was USD 76 thousand, and net cash used in financing activities was USD 82 thousand, leading to a decrease in cash and cash equivalents to USD 91 thousand at period-end Interim Condensed Consolidated Statement of Cash Flows (Thousand USD) | Activity | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (76) | (199) | | Net Cash Used in Investing Activities | – | (2) | | Net Cash (Used in) Generated from Financing Activities | (82) | 313 | | Net (Decrease) / Increase in Cash and Cash Equivalents | (158) | 112 | | Cash and Cash Equivalents at End of Period | 91 | 242 | - Cash and cash equivalents at the end of the period decreased from USD 248 thousand at the beginning of the period to USD 91 thousand, reflecting pressure from cash outflows during the period[80] Notes to the Interim Condensed Consolidated Financial Statements General Information and Basis of Preparation The Group's financial statements are prepared in accordance with IAS 34, but face significant going concern uncertainties, including substantial overdue borrowings, legal proceedings, and a capital deficit, with management implementing measures to mitigate liquidity pressure - The company is an investment holding company primarily engaged in iron ore product mining, ore beneficiation, sales of iron ore, other commodities, and health products[81] - As of June 30, 2025, the Group's amounts due to ultimate holding company, bank and other borrowings, and guaranteed notes totaled approximately USD 200,109,000, while cash and cash equivalents were only approximately USD 91,000[83] - The Group faces multiple legal proceedings and cross-default risks, including a USD 60,000,000 claim from Industrial Bank and a statutory demand for RMB 250,974,633.21[85][86] - Management has taken measures, including the ultimate holding company agreeing not to demand repayment of USD 60,000,000, actively negotiating borrowing renewals and extensions, seeking debt restructuring and strategic investors, and controlling costs while expanding revenue sources[88] Revenue and Segment Information In H1 2025, the Group's revenue primarily derived from health products and other product sales, all recognized at a point in time in the Chinese market. Segment results show health product trading contributed the main revenue and profit, while iron ore mining and commercial trading segments recorded losses Revenue from Contracts with Customers by Category (Thousand USD) | Product Category | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Sales of health products | 8,288 | 5,969 | | Sales of other products | 129 | – | | Total | 8,417 | 5,969 | - All revenue is recognized at a point in time and entirely from the People's Republic of China market[93] Segment Revenue and Results (H1 2025, Thousand USD) | Segment | Segment Revenue | Segment (Loss) Profit | | :--- | :--- | :--- | | Iron ore mining and beneficiation business | – | (9) | | Commercial trading | – | (1,734) | | Health product trading | 8,288 | 235 | | Others | 129 | 11 | | Total | 8,417 | (1,497) | Segment Assets and Liabilities (June 30, 2025, Thousand USD) | Segment | Total Segment Assets | Total Segment Liabilities | | :--- | :--- | :--- | | Iron ore mining and beneficiation business | 12,895 | 739 | | Commercial trading | 51,294 | 186,570 | | Health product trading | 10,260 | 8,482 | | Others | 104 | 11 | | Total | 74,553 | 195,802 | Finance Costs and Income Tax Expense In H1 2025, finance costs increased to USD 9.496 million, primarily from notes interest, while income tax expense remained stable, mainly comprising China corporate income tax Finance Costs (Thousand USD) | Item | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Interest on bank borrowings | 1,733 | 1,743 | | Interest on other borrowings | 259 | 460 | | Interest on notes | 7,504 | 6,190 | | Total | 9,496 | 8,393 | - Income tax expense primarily consists of China corporate income tax, amounting to USD 17 thousand in H1 2025, largely consistent with H1 2024[103] Profit (Loss) for the Period and Earnings (Loss) Per Share The Group achieved a profit of USD 151 thousand in H1 2025, mainly due to an interest waiver gain of USD 9.881 million, with basic and diluted earnings per share of 0.01 US cents - Profit (loss) for the period was achieved after deducting (including) an interest waiver gain of USD 9,881 thousand[104] Earnings (Loss) Per Share | Metric | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Profit (Loss) for calculating basic and diluted earnings (loss) per share (Thousand USD) | 211 | (8,966) | | Weighted average number of ordinary shares (Thousand Shares) | 1,500,000 | 1,500,000 | | Basic and diluted earnings (loss) per share (US Cents) | 0.01 | (0.60) | Trade Receivables and Payables As of June 30, 2025, total trade receivables were USD 59.260 million, with the majority overdue by more than 365 days; total trade payables were USD 6.895 million, with a significant increase in those overdue by more than 365 days Ageing Analysis of Trade Receivables (Thousand USD) | Ageing | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Within 30 days | 233 | 1,858 | | Over 365 days | 56,946 | 56,514 | | Total | 59,260 | 59,239 | Ageing Analysis of Trade Payables (Thousand USD) | Ageing | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Within 90 days | 468 | 1,685 | | Over 365 days | 4,945 | – | | Total | 6,895 | 6,634 | Bank and Other Borrowings As of June 30, 2025, the Group's total bank and other borrowings amounted to USD 55.019 million, with most repayable within one year or on demand, and some overdue. During the period, the company reached an interest waiver agreement with lenders, waiving approximately USD 9.881 million in accrued interest Bank and Other Borrowings (Thousand USD) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Bank borrowings | 36,683 | 36,752 | | Other borrowings | 18,336 | 18,336 | | Total | 55,019 | 55,088 | | Repayable within one year or on demand | 55,019 | 55,031 | - Bank loans carry floating interest rates ranging from 7.31% to 8.66% per annum, partly secured by trade receivables and guaranteed by the company and directors[113] - On April 8, 2025, the company entered into an interest waiver agreement with relevant lenders, waiving approximately USD 9,881,000 in accrued interest, with no further interest accruing from that date[115] Notes As of June 30, 2025, the Group's total notes amounted to USD 85.090 million, all classified as current liabilities, including Note 1 and Note 2, both involving multiple renegotiations of terms and guarantee arrangements Notes Overview (Thousand USD) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Note 1 | 67,090 | 60,172 | | Note 2 | 18,000 | 18,000 | | Total | 85,090 | 78,172 | | Current Liabilities | 85,090 | 78,172 | Note 1 Note 1 has a principal amount of approximately USD 21.27 million, originally with an annual interest rate of 12%, and has undergone multiple redemption date extensions and term renegotiations, including interest accruing at the original annual rate plus 10%, and a waiver of the debt-to-equity ratio condition - Note 1 has a principal amount of approximately USD 21,270,000, with an original annual interest rate of 12%, payable quarterly[116] - The final redemption date of Note 1 was extended multiple times, from March 19, 2018, to June 30, 2019, with interest accruing at the original annual rate plus 10%[119][121] - The holder of Note 1 agreed to waive the condition regarding the company's debt-to-equity ratio exceeding a specified proportion and agreed to the sale of 9.12% of Pacific Mining's issued shares[122][123] Note 2 Note 2 has a principal amount of USD 20.0 million with a fixed interest rate of 7%, guaranteed by Yutian and Mr. Li, and secured by 172,352,000 of the company's shares - Note 2 has a principal amount of USD 20,000,000, with a fixed interest rate of 7%, maturing two years from the issue date[123] - Note 2 is guaranteed by Yutian and Mr. Li and secured by a total of 172,352,000 of the company's shares[125] - As of June 30, 2025, accrued interest on Note 2, recognized as interest payable, was approximately USD 7,899,000[125] Share Capital and Related Party Transactions The company's authorized share capital is 3,000,000 thousand shares, with 1,500,000 thousand shares issued and fully paid. Several bank financings and notes are guaranteed by Director Mr. Li and the ultimate holding company Yutian, constituting significant related party transactions Share Capital Structure (Thousand Shares/Thousand USD) | Item | Number of Shares (Thousand Shares) | Share Capital (Thousand USD) | | :--- | :--- | :--- | | Authorized share capital | 3,000,000 | 3,867 | | Issued and fully paid share capital | 1,500,000 | 1,934 | - Director Mr. Li provides guarantees for the Group's bank financings and, together with the ultimate holding company Yutian, guarantees the Group's issued 12% senior secured notes and 7% fixed-rate coupon secured notes[127] - Remuneration for key management personnel in H1 2025 was USD 44 thousand, a decrease from USD 120 thousand in H1 2024[128]