Financial Statements Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's consolidated loss significantly widened to RMB 55,380 thousand, driven by increased revenue, decreased gross profit margin, a shift from net other gains to losses, and a substantial rise in administrative expenses | Indicator | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 270,144 | 237,593 | 13.70% | | Cost of sales and services | (228,078) | (194,360) | 17.35% | | Gross profit | 42,066 | 43,233 | -2.70% | | Other income | 1,094 | 2,251 | -51.31% | | Net other gains and losses | (15,823) | 1,291 | Shift from gain to loss | | Net provision for expected credit losses on trade and other receivables | (2,258) | (1,221) | 84.93% | | Distribution costs | (15,931) | (16,537) | -3.66% | | Administrative expenses | (51,051) | (32,563) | 56.78% | | Finance costs | (10,338) | (10,503) | -1.57% | | Loss before tax | (55,027) | (14,050) | 291.65% | | Income tax expense | (353) | (2,074) | -82.98% | | Loss for the period | (55,380) | (16,124) | 243.47% | | Loss for the period attributable to owners of the Company | (54,027) | (15,917) | 239.43% | | Basic and diluted loss per share (RMB cents) | (0.314) | (0.092) | 241.30% | - Total comprehensive loss for the period expanded from RMB 27,895 thousand in the same period of 2024 to RMB 55,003 thousand in 202546 Unaudited Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets slightly decreased, while net current liabilities significantly increased, leading to a reduction in net assets and total equity | Indicator | June 30, 2025 (RMB thousand yuan) | December 31, 2024 (RMB thousand yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 867,278 | 855,165 | 1.42% | | Current assets | 607,268 | 659,267 | -7.90% | | Current liabilities | 739,425 | 722,638 | 2.32% | | Net current liabilities | (132,157) | (63,371) | 108.55% | | Non-current liabilities | 134,172 | 135,842 | -1.23% | | Net assets | 600,949 | 655,952 | -8.40% | | Total equity | 600,949 | 655,952 | -8.40% | - Prepayments for property, plant and equipment increased by 11.51% from RMB 292,136 thousand as of December 31, 2024, to RMB 325,766 thousand as of June 30, 20257 - Cash and cash equivalents decreased by 53.29% from RMB 89,358 thousand as of December 31, 2024, to RMB 41,718 thousand as of June 30, 20257 Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity attributable to owners of the Company decreased from RMB 500,103 thousand to RMB 446,453 thousand, primarily due to the loss for the period and a reduction in non-controlling interests | Indicator | January 1, 2025 (RMB thousand yuan) | June 30, 2025 (RMB thousand yuan) | Change (RMB thousand yuan) | | :--- | :--- | :--- | :--- | | Total equity attributable to owners of the Company | 500,103 | 446,453 | -53,650 | | Non-controlling interests | 155,849 | 154,496 | -1,353 | | Total equity | 655,952 | 600,949 | -55,003 | | Equity change item | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Loss for the period (attributable to owners of the Company) | (54,027) | (15,917) | | Other comprehensive income/(loss) for the period | 377 | (11,771) | | Total comprehensive income/(loss) for the period (attributable to owners of the Company) | (53,650) | (27,688) | Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities increased, but net cash used in investing activities decreased, and financing activities shifted from net inflow to net outflow, resulting in a net decrease in cash and cash equivalents | Indicator | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | Change (RMB thousand yuan) | | :--- | :--- | :--- | :--- | | Net cash generated from operating activities | 7,496 | 5,918 | 1,578 | | Net cash used in investing activities | (45,182) | (69,573) | 24,391 | | Net cash (used in)/generated from financing activities | (9,954) | 57,629 | -67,583 | | Net decrease in cash and cash equivalents | (47,640) | (6,026) | -41,614 | | Cash and cash equivalents at end of period | 41,718 | 72,593 | -30,875 | - In 2025, purchases of financial assets at fair value through profit or loss were RMB 0, compared to RMB 55,000 thousand in 202410 - Net decrease in bank and other borrowings was RMB 3,865 thousand in 2025, compared to a net increase of RMB 4,536 thousand in 202410 Notes to the Unaudited Condensed Consolidated Interim Financial Statements 1. Composition and Principal Activities The Company is an investment holding company incorporated in the Cayman Islands and listed on the Main Board of the Hong Kong Stock Exchange, with principal activities including automotive parts manufacturing, 4S dealership operations, and hydrogen fuel cell R&D - The Company is an investment holding company, with its subsidiaries primarily engaged in the production and sale of electronic and power-related automotive parts and accessories, trading of automotive accessories, operating 4S dealerships and related businesses, and hydrogen fuel cell R&D, sales, and provision of integrated solutions11 - Hong Kong Daodu Industrial Co., Limited is the direct holding company, and Qingdao Guorui Xinfuokesi Investment Center (Limited Partnership) is the ultimate holding company12 2. Basis of Preparation The unaudited condensed consolidated interim financial statements are prepared in accordance with the HKEX Listing Rules and IAS 34, authorized for issue on August 29, 2025, involving management judgments, estimates, and assumptions - The financial statements are prepared in accordance with the HKEX Listing Rules and International Accounting Standard 34 'Interim Financial Reporting'13 - Authorized for issue on August 29, 202513 3. Changes in Accounting Policies Revisions to IFRS effective this period had no material impact on the Group's financial performance or position, and no new standards or interpretations not yet effective were applied - Several amendments to International Financial Reporting Standards became effective for the Group for the first time during the period, but none had a material impact on the preparation or presentation of the Group's results and financial position15 - The Group has not applied any new standards or interpretations that are not yet effective for the period16 4. Revenue and Segment Information The Group's revenue primarily derives from goods sales, with minor service income, operating three reportable segments: manufacturing and trading, automotive dealership and services, and hydrogen fuel cell business, with revenue mainly from China and the Americas Revenue Analysis | Revenue type | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Sales of goods | 265,081 | 231,596 | | Service income | 5,063 | 5,997 | | Total Revenue | 270,144 | 237,593 | - The Group operates three reportable segments: (i) production and sale of automotive accessories ('Manufacturing and Trading Business'); (ii) operation of 4S dealerships and related businesses ('Automotive Dealership and Services Business'); and (iii) R&D, sales, and provision of integrated solutions for hydrogen fuel cells ('Hydrogen Fuel Cell Business')18 Segment Revenue and Results (Six months ended June 30, 2025) | Segment | Revenue (RMB thousand yuan) | Reportable segment results (RMB thousand yuan) | | :--- | :--- | :--- | | Manufacturing and Trading Business | 200,102 | (3,299) | | Automotive Dealership and Services Business | 70,042 | (3,967) | | Hydrogen Fuel Cell Business | – | (5,196) | | Total | 270,144 | (12,462) | Segment Revenue and Results (Six months ended June 30, 2024) | Segment | Revenue (RMB thousand yuan) | Reportable segment results (RMB thousand yuan) | | :--- | :--- | :--- | | Manufacturing and Trading Business | 187,631 | 7,344 | | Automotive Dealership and Services Business | 49,962 | (2,324) | | Hydrogen Fuel Cell Business | – | (701) | | Total | 237,593 | 4,319 | Geographical Revenue and Specific Non-current Assets | Region | Six months ended June 30, 2025 Revenue (RMB thousand yuan) | Six months ended June 30, 2024 Revenue (RMB thousand yuan) | June 30, 2025 Specific Non-current Assets (RMB thousand yuan) | | :--- | :--- | :--- | :--- | | China | 113,113 | 87,904 | 318,634 | | Americas | 109,724 | 127,196 | – | | Europe | 4,738 | 5,026 | – | | Asia Pacific | 42,569 | 17,467 | – | | Total | 270,144 | 237,593 | 318,634 | - As of June 30, 2025, the Group's customer base is diversified, with no single customer accounting for more than 10% of the Group's revenue24 5. Other Income Other income for the period decreased by 51.31% to RMB 1,094 thousand, primarily due to reduced interest income and sales of scrap and obsolete materials | Other income item | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Sales of molds | 256 | 80 | | Interest income | 26 | 516 | | Rental and other rental income from investment properties | 451 | 387 | | Sales of scrap and obsolete materials | – | 794 | | Others | 361 | 474 | | Total | 1,094 | 2,251 | 6. Net Other Gains and Losses Net other gains and losses for the period shifted from a gain to a loss of RMB 15,823 thousand, mainly due to a significant increase in fair value losses on financial assets at fair value through profit or loss | Net other gains and losses item | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Net exchange gains | 2,116 | 1,745 | | Loss on disposal of property, plant and equipment | (14) | (216) | | Government grants | 1,200 | 1,833 | | Fair value loss on financial assets at fair value through profit or loss | (19,781) | (2,159) | | Others | 656 | 88 | | Total | (15,823) | 1,291 | 7. Finance Costs Finance costs for the period slightly decreased by 1.57% to RMB 10,338 thousand, primarily consisting of interest on bank and other borrowings | Finance cost item | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Interest on bank and other borrowings | 10,226 | 10,416 | | Interest on lease liabilities | 112 | 87 | | Total | 10,338 | 10,503 | 8. Income Tax Income tax expense for the period significantly decreased to RMB 353 thousand, primarily because the Group generated no taxable profits in Hong Kong | Income tax item | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Current tax | 353 | 2,251 | | Deferred tax | – | (177) | | Total | 353 | 2,074 | - No provision for Hong Kong profits tax was made for the six months ended June 30, 2025, as the Group did not generate any taxable profits in Hong Kong28 9. Loss Per Share For the six months ended June 30, 2025, the loss attributable to owners of the Company significantly increased to RMB 54,027 thousand, resulting in a basic and diluted loss per share of RMB 0.314 cents | Indicator | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company | (54,027) | (15,917) | | Basic and diluted loss per share (RMB cents) | (0.314) | (0.092) | - No adjustment was made for diluted loss per share for the six months ended June 30, 2025, as there were no potential dilutive shares outstanding31 10. Dividends The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (June 30, 2024: nil)32 11. Trade Receivables As of June 30, 2025, the Group's total trade receivables slightly decreased to RMB 76,577 thousand, with the majority falling within the current to 30-day aging category | Aging | June 30, 2025 (RMB thousand yuan) | December 31, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Current to 30 days | 56,126 | 60,069 | | 31 to 60 days | 11,160 | 13,518 | | 61 to 90 days | 4,671 | 3,176 | | Over 90 days | 4,620 | 3,154 | | Total | 76,577 | 79,917 | 12. Trade Payables As of June 30, 2025, the Group's total trade payables increased to RMB 254,596 thousand, with the largest portion in the over 90-day aging category | Aging | June 30, 2025 (RMB thousand yuan) | December 31, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Current to 30 days | 83,788 | 73,343 | | 31 to 60 days | 24,371 | 17,977 | | 61 to 90 days | 18,981 | 13,052 | | Over 90 days | 127,456 | 126,760 | | Total | 254,596 | 231,132 | Management Discussion and Analysis Overview The Group's business encompasses R&D, production, and sales of automotive electronic products, development of automotive dealership networks, and hydrogen fuel cell R&D and solutions, with the hydrogen business's facilities largely complete but not yet generating revenue - The Group is committed to the R&D, production, and sales of automotive electronic products (inverters, chargers, multi-function power supplies, and car refrigerators), the establishment and development of automotive dealership networks, and the R&D, sales, and provision of integrated solutions for hydrogen fuel cells35 - The hydrogen fuel cell business's plant and production lines have largely completed overall construction, but this business has not yet generated revenue35 Business Review The Group's consolidated revenue grew by 13.70%, driven by new client expansion and policy support, but declining gross profit margins, a shift to net other losses, and significantly increased administrative expenses led to a substantial widening of operating loss Revenue The Group's consolidated revenue increased by 13.70%, with manufacturing and trading revenue up 6.65% and automotive dealership and services revenue up 40.19%, primarily driven by new client acquisition, strong passenger car market demand, and government sales promotion policies | Business | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | Year-on-year growth (%) | | :--- | :--- | :--- | :--- | | Consolidated Revenue | 270,144 | 237,593 | 13.70% | | Manufacturing and Trading Business | 200,102 | 187,631 | 6.65% | | Automotive Dealership and Services Business | 70,042 | 49,962 | 40.19% | - The increase in manufacturing and trading business revenue was primarily due to active expansion of new customers and strong performance in the Chinese passenger car market36 - The increase in automotive dealership and services business revenue was mainly due to various sales promotion policies and financial subsidies provided by government departments and automobile manufacturers36 Gross Profit and Gross Profit Margin The Group's consolidated gross profit decreased by 2.70%, with the gross profit margin falling from 18.20% to 15.57%, primarily due to intense market competition and lower margins on new customer products and high-volume domestic sales | Indicator | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Consolidated Gross Profit (RMB thousand yuan) | 42,066 | 43,233 | -2.70% | | Consolidated Gross Profit Margin | 15.57% | 18.20% | -2.63 percentage points | | Manufacturing and Trading Business Gross Profit (RMB thousand yuan) | 38,895 | 40,247 | -3.36% | | Manufacturing and Trading Business Gross Profit Margin | 19.44% | 21.45% | -2.01 percentage points | | Automotive Dealership and Services Business Gross Profit (RMB thousand yuan) | 3,171 | 2,986 | 6.20% | | Automotive Dealership and Services Business Gross Profit Margin | 4.53% | 5.98% | -1.45 percentage points | - The decrease in gross profit and gross profit margin for the manufacturing and trading business was mainly due to intense domestic market competition leading to lower selling prices for some products, and relatively lower gross profit margins for products sold to new customers38 - The decrease in gross profit margin for the automotive dealership and services business was primarily due to intense market competition leading to lower selling prices for goods, and an increased proportion of sales of lower-margin vehicle models38 Other Income and Gains/Losses Other income for the period decreased to RMB 1,094 thousand, and net other gains and losses shifted from a gain of RMB 1,291 thousand to a loss of RMB 15,823 thousand, mainly due to a significant increase in fair value losses from the investment in Shihezi Yike | Indicator | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Other income | 1,094 | 2,251 | | Net other gains and losses | (15,823) | 1,291 | - The shift from net other gains to losses was primarily due to a fair value change loss of approximately RMB 18,146 thousand recorded on the Company's equity investment in Shihezi Yike, an increase in loss of approximately RMB 16,150 thousand compared to the same period last year39 Expenses Net provision for expected credit losses on trade and other receivables increased, distribution costs decreased by 3.66% due to team streamlining, while administrative expenses surged by 56.78% due to manufacturing business transformation, increased R&D personnel, and initial operating costs for the hydrogen business | Indicator | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Net provision for expected credit losses on trade and other receivables | 2,258 | 1,221 | | Distribution costs | 15,931 | 16,537 | | Administrative expenses | 51,051 | 32,563 | - The decrease in distribution costs primarily resulted from the Group streamlining its sales team and optimizing sales channels to control costs40 - The increase in administrative expenses was mainly due to the manufacturing business's transformation towards new energy automotive electronic products, increased reserves of professional R&D personnel and high-end talents, and initial operating costs for hydrogen-related companies, including team building and compliance filings41 Operating Loss Operating loss for the period expanded significantly to RMB 44,689 thousand from RMB 3,547 thousand in the prior year, primarily due to increased administrative expenses and the shift from net other gains to losses | Indicator | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Operating loss | 44,689 | 3,547 | - The increase in loss was mainly due to an increase in administrative expenses of approximately RMB 18,488 thousand during the period, and a difference of approximately RMB 17,114 thousand from the shift of net other gains to losses compared to the same period in 202442 Finance Costs Finance costs for the period were RMB 10,338 thousand, a 1.57% year-on-year decrease, primarily attributable to a lower average balance of bank and other borrowings | Indicator | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | Year-on-year decrease (%) | | :--- | :--- | :--- | :--- | | Finance costs | 10,338 | 10,503 | 1.57% | - The decrease was mainly due to a lower average balance of the Group's bank and other borrowings during the period compared to the same period in 202443 Taxation Income tax expense for the period was RMB 353 thousand, a significant decrease from RMB 2,074 thousand in the prior year | Indicator | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Income tax expense | 353 | 2,074 | Loss Attributable to Owners of the Company The loss attributable to owners of the Company significantly increased to RMB 54,027 thousand for the period, resulting in a loss per share of RMB 0.314 cents, primarily due to increased administrative expenses and the shift from net other gains to losses | Indicator | Six months ended June 30, 2025 (RMB thousand yuan) | Six months ended June 30, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Loss attributable to owners of the Company | 54,027 | 15,917 | | Loss per share (RMB cents) | 0.314 | 0.092 | - The increase in loss was primarily due to increased administrative expenses and the shift from net other gains to losses during the period45 Financial Position and Liquidity The Group experienced increased net cash inflow from operating activities, but a significant expansion of net current liabilities, deteriorating current and gearing ratios, while total borrowings slightly decreased, primarily denominated in RMB with clear repayment terms | Indicator | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Net cash inflow from operating activities (RMB thousand yuan) | 7,496 | 5,918 | 26.66% increase | | Non-current assets (RMB thousand yuan) | 867,278 | 855,165 | 1.42% increase | | Net current liabilities (RMB thousand yuan) | (132,157) | (63,371) | 108.55% expansion | | Current ratio | 0.82 | 0.91 | Decrease | | Gearing ratio | 59.25% | 56.69% | Increase | | Total bank and other borrowings (RMB thousand yuan) | 300,322 | 305,141 | 1.58% decrease | - Approximately 18.58% of total borrowings were denominated in HKD, and approximately 81.42% in RMB. Approximately RMB 244,516 thousand is repayable within one year, and approximately RMB 55,806 thousand is repayable after one year but not later than five years47 Receivables Recovery The Group faces two major receivables recovery challenges: RMB 560.25 million from Lifeng Dingsheng, with management monitoring repayment and planning to realize pledged equity, and RMB 15 million from Beijing Aiyihang, for which an arbitration award has been obtained and enforcement is being sought Lifeng Dingsheng Receivables Recovery As of June 30, 2025, Inner Mongolia Lifeng Dingsheng Automobile Co., Ltd. and its associates owe approximately RMB 560,250,000 to the Company's wholly-owned subsidiary, Inner Mongolia Chuangying Automobile Co., Ltd. and its subsidiaries, with management monitoring repayment and planning to realize pledged equity and creditor rights - Lifeng Dingsheng receivables totaled approximately RMB 560,250,00048 - The Group's management will continue to monitor Lifeng Dingsheng's repayment status and plans to realize its pledged equity and creditor rights through reasonable means at an appropriate time to recover the Lifeng Dingsheng receivables48 Beijing Aiyihang Receivables Recovery Newfocus Optoelectronics (Shanghai) has obtained an arbitration award for RMB 15,000,000 owed by Beijing Aiyihang and has applied to the court for enforcement due to non-payment - The arbitration tribunal has ruled that Beijing Aiyihang shall repay Newfocus Optoelectronics (Shanghai) RMB 15,000,000 plus interest49 - Newfocus Optoelectronics (Shanghai) has applied to the court for enforcement of the arbitration tribunal's award49 Land Acquisition Newfocus Optoelectronics (Shanghai)'s property will be acquired by the government, with an estimated compensation of approximately RMB 368,881,000, of which RMB 66,399,000 has been received and recorded as deferred income, while the company actively seeks new premises to mitigate adverse impacts - The land use rights and buildings held by Newfocus Optoelectronics (Shanghai) will be acquired, with an estimated compensation of approximately RMB 368,881,00050 - As of June 30, 2025, compensation of approximately RMB 66,399,000 has been received and fully recognized as deferred income51 - The Group's management will make every effort to mitigate potential adverse impacts of the property acquisition on the Group's normal operations, including seeking new land and/or properties for relocating production facilities51 Capital Structure The Group maintains a prudent financial management approach and sound liquidity, with total assets of RMB 1,474,546 thousand and total liabilities of RMB 873,597 thousand as of June 30, 2025, with cash and borrowings denominated in RMB, USD, and HKD, and approximately 80% of manufacturing and trading revenue settled in USD - The Group adopts a prudent financial management approach to its treasury policy, maintaining a sound liquidity position during the period52 | Indicator | June 30, 2025 (RMB thousand yuan) | December 31, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Total assets | 1,474,546 | 1,514,432 | | Share capital | 1,490,706 | 1,490,706 | | Reserves | (889,757) | (834,754) | | Liabilities | 873,597 | 858,480 | - Approximately 80% of the Group's manufacturing and trading business revenue comes from product exports settled in USD, while other businesses are located in China and settled in RMB52 Financial Guarantees and Asset Pledges The Group provided an equity pledge guarantee for Wenzhou Ouchu Technology's finance lease agreement, with a total net book value of approximately RMB 152,892 thousand in pledged inventories, investment properties, property, plant and equipment, right-of-use assets, and interests in associates as of June 30, 2025, primarily for the Group's bank and other borrowings and associate guarantees - Newfocus (Beijing) pledged its entire equity interest in Wenzhou Ouchu to Qianhai Xingbang as security for Wenzhou Ouchu's obligations under the finance lease agreement54 | Pledged asset type | June 30, 2025 Net book value (RMB thousand yuan) | December 31, 2024 Net book value (RMB thousand yuan) | | :--- | :--- | :--- | | Pledged inventories, investment properties, property, plant and equipment, right-of-use assets, and interests in associates | 152,892 | 153,195 | | Guarantee purpose | Amount (RMB thousand yuan) | | :--- | :--- | | The Group's bank and other borrowings | 129,190 | | The Group's associates | 23,702 | Acquisitions and Disposals of Subsidiaries, Associates, and Joint Ventures During the period, the Group had no other significant acquisitions or disposals of subsidiaries, associates, or joint ventures - During the period, the Group had no other significant acquisitions or disposals of subsidiaries, associates, or joint ventures56 Significant Investments The Group made several significant investments in new energy, including a terminated acquisition of an EV charging service company, an investment in Tianjin Hongzhuo for new energy and materials (project delayed), establishment of a fuel cell system production line (largely complete), construction of Qingdao Laixi Automotive Electronics Industrial Park (one plant topped out), and an investment in Shihezi Yike (indirectly in Shenzhen Yitaiji, assessing repurchase rights due to unmet performance targets) Proposed Acquisition of Equity in a PRC Company Newfocus (Beijing) signed an LOI to acquire a 28.4755% equity stake in an EV charging service company for RMB 15,000,000 as a refundable deposit, which has since been terminated and the deposit fully refunded - Newfocus (Beijing) signed a letter of intent for the proposed acquisition of a 28.4755% equity interest in a PRC company (primarily engaged in new energy vehicle charging services) and paid a refundable deposit of RMB 15,000,00057 - The letter of intent has been terminated, and the transferor has returned the RMB 15,000,000 deposit57 Investment in Tianjin Hongzhuo Enterprise Management Center (Limited Partnership) Newfocus (Beijing) invested RMB 140,000,000 as a limited partner in Tianjin Hongzhuo Enterprise Management Center (Limited Partnership), which focuses on new energy and new materials, but a carbon fiber project faces construction delays, yielding no investment income or operating performance during the period - Newfocus (Beijing) invested RMB 140,000,000 in Tianjin Hongzhuo Enterprise Management Center (Limited Partnership), which primarily invests in new energy and new materials sectors58 - As of June 30, 2025, the fair value of Newfocus (Beijing)'s investment in Tianjin Hongzhuo was approximately RMB 111,232,00058 - Tianjin Hongzhuo's carbon fiber new material project experienced delays in pipeline connection due to adjustments in construction design, and thus generated no investment income or operating performance during the period5960 Investment in Establishing a Comprehensive Fuel Cell System Production Line Jinyi (Mianyang) Hydrogen Energy Technology Co., Ltd., an indirect non-wholly-owned subsidiary, acquired a comprehensive fuel cell system production line for RMB 298,000,000, with construction and commissioning largely complete, trial products meeting technical standards, and formal production to commence upon order receipt - Jinyi (Mianyang) Hydrogen Energy Technology Co., Ltd. acquired a comprehensive fuel cell system production line and related equipment for a total consideration of RMB 298,000,00061 - Construction of the production area and overall commissioning of the production line have largely been completed, with trial products passing third-party inspection and meeting predetermined technical standards62 - These production lines will commence formal production upon receipt of orders62 Self-built Industrial Park of the Group The Group is constructing the Qingdao Laixi Automotive Electronics Industrial Park at a cost of RMB 290,212,000 for new energy automotive electronic components, with RMB 207,000,000 paid, one plant topped out and civil/ME installations complete, and ongoing discussions with local government for completion plans - The Group is constructing the Qingdao Laixi Automotive Electronics Industrial Park, at a cost of RMB 290,212,000, planned for the production of new energy automotive electronic components63 - Approximately RMB 207,000,000 has been paid to the contractor, and one plant under construction has been topped out with civil engineering and mechanical and electrical installations completed63 - The Group is in communication with the Laixi Municipal Government of Qingdao, Shandong Province, to determine the specific completion plans for this plant and other uncommenced buildings in the industrial park63 Investment in Shihezi Yike Newfocus (Beijing) invested RMB 55,000,000 in Shihezi Yike, indirectly investing in Shenzhen Yitaiji, and has issued a repurchase notice due to Shenzhen Yitaiji's failure to meet performance targets, currently evaluating whether to continue exercising repurchase rights - Newfocus (Beijing) invested RMB 55,000,000 in Shihezi Yike, indirectly investing in Shenzhen Yitaiji65 - As of June 30, 2025, the fair value of Newfocus (Beijing)'s investment in Shihezi Yike was approximately RMB 51,778,00066 - Shenzhen Yitaiji failed to meet its performance commitments, and Newfocus (Beijing) has issued a repurchase notice, currently assessing whether to continue exercising its repurchase rights67 Funds Raised The Company previously issued unlisted unsecured bonds of up to HKD 70 million, with HKD 13 million redeemed and the distribution period concluded; it also revised the use of approximately HKD 224.51 million from the 2022 subscription for hydrogen business investments, with some funds delayed due to prolonged government communication Issuance of Bonds The Company approved the issuance of unlisted unsecured bonds totaling up to HKD 70,000,000 at an annual interest rate of 12%, all of which have been redeemed, and the distribution period has concluded - The Board approved the issuance of unlisted unsecured bonds with a principal amount not exceeding HKD 70,000,000, maturing on December 31, 2027, at an annual interest rate of 12%68 - As of the date of this announcement, all subscribed bonds totaling HKD 13,000,000 have been redeemed, and the distribution period concluded during the period68 Use of Proceeds from Subscription The Company completed a subscription in 2022, raising approximately HKD 615 million net, with the Board resolving to reallocate approximately HKD 224.51 million (approximately RMB 206 million) for hydrogen business investments, but some funds (HKD 43.69 million) remain unutilized due to extended government communication, with a plan expected by December 31, 2025 - The Company completed a subscription on December 11, 2022, raising net proceeds of approximately HKD 615 million69 - The Board resolved on September 25, 2023, to change the use of approximately HKD 224.51 million (equivalent to approximately RMB 206 million) of the proceeds for investment in the hydrogen business69 Use of Proceeds from Subscription (As of June 30, 2025) | Purpose | Net proceeds allocated after revision (HKD million) | Net proceeds utilized as of June 30, 2025 (HKD million) | Net proceeds unutilized as of June 30, 2025 (HKD million) | | :--- | :--- | :--- | :--- | | Enhance the Company's manufacturing capabilities - purchase of land use rights | 43.69 | – | 43.69 | | Enhance the Company's manufacturing capabilities - construction of new production plants and other supporting facilities | 234.4 | 234.4 | – | | Repayment of the Group's remaining bank and other loans | 111 | 111 | – | | General working capital of the Group - employee remuneration | 1.4 | 1.4 | – | | Capital contribution to Jinyi and Mianyang Xinhydrogen | 224.51 | 224.51 | – | | Total | 615 | 571.31 | 43.69 | - The Company plans to finalize the utilization plan for the remaining funds by December 31, 2025, as discussions with local governments took longer than expected71 Exchange Rate Risk The Group's automotive dealership and services business has no exchange rate risk, but its manufacturing and trading business, with 80% of revenue in USD and raw materials in RMB, is negatively impacted by USD depreciation against RMB, managed by borrowing HKD - The Group's automotive dealership and services business is located in China, with transactions settled in RMB, thus posing no exchange rate risk72 - Approximately 80% of the Group's manufacturing and trading business revenue comes from product exports settled in USD, while raw materials for these products are purchased in RMB, so a depreciation of the USD against the RMB generally has a negative impact on the profitability of the Group's manufacturing and trading business72 - The Group manages its USD foreign exchange risk by borrowing USD or HKD to mitigate exchange rate risk. As of June 30, 2025, HKD borrowings amounted to approximately HKD 61,191,00072 Contingent Liabilities As of June 30, 2025, the Group's contingent liabilities increased to approximately RMB 20,539 thousand from RMB 12,178 thousand as of December 31, 2024, primarily due to lawsuits filed by two third parties against the Company's subsidiaries | Indicator | June 30, 2025 (RMB thousand yuan) | December 31, 2024 (RMB thousand yuan) | | :--- | :--- | :--- | | Contingent liabilities | 20,539 | 12,178 | - Contingent liabilities arose from several lawsuits filed by two third parties against the Company's subsidiaries73 Litigation The Group is involved in two main lawsuits: a sales contract dispute with Ningbo Jiche against Inner Mongolia Chuangying for RMB 8.5068 million in goods and damages, currently transferred to court with no substantial progress, and a land lease dispute between Newfocus Optoelectronics (Shanghai) and Shanghai Jianjing Industrial Co., Ltd. regarding compensation for contract termination due to property acquisition, with both parties filing lawsuits and counterclaims Ningbo Jiche v. Inner Mongolia Chuangying Ningbo Jiche Trading Co., Ltd. sued Inner Mongolia Chuangying Automobile Co., Ltd. for breach of a sales contract, demanding payment of RMB 8,506,800 in outstanding goods and compensation, with the case transferred to Beijing Dongcheng District People's Court and no substantial progress, potentially incurring a contingent liability of approximately RMB 12,178,000 - Ningbo Jiche claimed that Inner Mongolia Chuangying breached the 'Sales Contract' by failing to pay outstanding goods amounting to RMB 8,506,80074 - The case has been transferred by the Huimin District People's Court of Hohhot to the Beijing Dongcheng District People's Court for trial, with no trial date set yet, thus no substantial progress has been made74 - The principal amount of contingent liabilities that these lawsuits may cause to the Group is approximately RMB 12,178,00074 Newfocus Optoelectronics (Shanghai) Land Lease Dispute Newfocus Optoelectronics (Shanghai) terminated its land lease contract with Shanghai Jianjing Industrial Co., Ltd. due to property acquisition, leading to a dispute over compensation, with Jianjing Industrial demanding RMB 8,361,125 for ancillary facilities and Newfocus Optoelectronics (Shanghai) counter-suing for RMB 900,000 in overdue rent, potentially resulting in a contingent liability of approximately RMB 8,361,125 - Newfocus Optoelectronics (Shanghai) issued a written notice to Jianjing Industrial, stating its intention to terminate the 'Land Lease Contract' due to property acquisition76 - Jianjing Industrial demanded Newfocus Optoelectronics (Shanghai) pay RMB 8,361,125 for ancillary facilities compensation78 - Newfocus Optoelectronics (Shanghai) has filed a counterclaim, demanding Jianjing Industrial pay RMB 900,000 in overdue rent78 - The principal amount of contingent liabilities that these lawsuits may cause to the Group is approximately RMB 8,361,12577 Employees and Remuneration Policy As of June 30, 2025, the Group's total full-time employees increased to 728, including 199 management personnel, with a remuneration policy designed to attract and retain talent through competitive compensation, social insurance, benefits, and continuous training | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total full-time employees | 728 | 653 | | Management personnel | 199 | 140 | - The Group's remuneration policy aims to attract and retain talent, with a compensation package including salaries, bonuses, and allowances, along with social insurance and benefits79 - The Group values employee development and continuously provides relevant training programs based on its strategic objectives and employee performance79 Dividends The Board of Directors does not recommend the payment of an interim dividend for the current period - The Board does not recommend the payment of an interim dividend for the period (same period in 2024: nil)80 Material Post-Reporting Period Events No material post-reporting period events affecting the Group have occurred from the end of the period up to the date of this announcement - No material post-reporting period events affecting the Group have occurred from the end of the period up to the date of this announcement81 Industry Development and Business Progress China's automotive market saw sales growth but faces economic uncertainties and policy changes, while the hydrogen energy industry advances steadily with policy support and technological innovation, despite high operating costs. The Group's automotive dealership business is largely stagnant, manufacturing and trading revenue grew with new market expansion and new energy products, and hydrogen production lines are ready for market expansion Automotive Industry Overview China's automotive sales increased by 11.4% and passenger car sales by 13% during the period, supported by macro policies, but the industry faces challenges from economic recovery uncertainty, consumer confidence, global trade, and evolving NEV policies, pressuring overall profitability - During the period, China's automobile sales were approximately 15.653 million units, a year-on-year increase of approximately 11.4%; passenger car sales were approximately 13.531 million units, a year-on-year increase of approximately 13%82 - The industry faces challenges including doubts about the sustainability of economic recovery, insufficient consumer confidence, uncertainties in the global trade environment, the impending withdrawal of new energy vehicle purchase tax exemptions, and the suspension of car replacement subsidies in some regions82 Hydrogen Energy Industry Overview The hydrogen energy industry is steadily advancing with policy guidance and technological innovation in China, supported by national energy policies for pilot projects and financial aid, leading to commercialization progress and cost reduction, yet facing challenges of high operating costs, market acceptance, and increased competition - The hydrogen energy-related industry is steadily advancing under policy guidance and technological innovation, with China's National Energy Administration issuing notices to select pilot projects and regions for hydrogen production, storage, transportation, application, and common support, along with supporting measures such as loans83 - China's fuel cell industry is progressing in its commercialization, with continuous technological advancements and gradual reductions in production costs83 - Opportunities and challenges coexist in the industry's development, with challenges including high commercial operating costs, the need for improved market acceptance, and increased competition due to rising industry interest attracting new entrants83 Automotive Dealership and Services Business The Group's automotive dealership and services network in Inner Mongolia has largely ceased operations in most areas, with only limited repair services for legacy customer issues, while remaining operations focus on optimizing cost control and strengthening operational resilience - During the period, most related businesses in the region have largely ceased operations, with only some repair services remaining to address legacy customer issues from past operations84 - Related businesses in individual regions remain operational, with their current core objective being to optimize cost control systems, reasonably manage various operating expenses, and strengthen operational resilience84 The Group's Manufacturing and Trading Business The Group's manufacturing and trading business revenue increased by 6.65%, driven by new market and customer expansion despite US-China relations, with foreign trade up 4.90% and domestic trade up 13.52%, though gross profit margin slightly declined due to lower margins on new customer and high-volume domestic products. Operational improvements include a new EMC lab, expanded R&D into new energy products, and lean manufacturing, with future focus on African and Australian markets, mobile energy storage, RV power products, and commercial vehicle power solutions | Indicator | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Year-on-year growth (%) | | :--- | :--- | :--- | :--- | | Manufacturing and Trading Business Revenue | 200,102 thousand yuan | 187,631 thousand yuan | 6.65% | | Foreign Trade Revenue | - | - | 4.90% | | Domestic Trade Business Revenue | - | - | 13.52% | - The decrease in gross profit and gross profit margin was mainly due to lower gross profit margins for products purchased by new foreign trade energy storage customers, and also lower gross profit margins for high-volume domestic trade products85 - The newly built electromagnetic compatibility (EMC) laboratory officially commenced operations in March 2024, and the scope of R&D products has gradually expanded from traditional single power supplies and inverters to the new energy product sector86 - In the future, the export business segment will focus on developing markets in Africa and Australia, concentrating on mobile energy storage and RV power products; it will also increase its presence in commercial vehicle power products and electric industrial vehicle power products, and launch truck lithium battery products87 Hydrogen Energy Related Industry The Group's hydrogen energy-related industry, as a provider of R&D, sales, and integrated solutions for hydrogen fuel cells, has completed production area construction and line commissioning, with trial products passing third-party inspection, and is actively pursuing tenders and engaging clients to develop "fuel cell system + distributed power station" products and collaborate with industry partners to become a comprehensive hydrogen energy solution provider - The Group's hydrogen energy-related company has completed the construction of the production area and the overall commissioning of the production lines for the hydrogen energy project, with trial products passing third-party inspection and meeting predetermined technical standards88 - The relevant business team is actively pursuing bidding opportunities and engaging with domestic and international clients88 - The Group's hydrogen energy-related company will focus on "fuel cell system + distributed power station" as its main products, creating demonstration scenarios for hydrogen applications in transportation and data centers, and is committed to strengthening cooperation with industry partners in hydrogen production, storage, and refueling to establish the Group as a comprehensive hydrogen energy solution provider89 Outlook The Group's principal businesses operate in large markets with significant growth potential, and management will continue to strengthen operations to improve performance across all business segments - The Group's principal businesses operate in large markets with significant development potential90 - The Group will continuously strengthen management to improve the operating performance of all businesses as soon as possible90 Corporate Governance and Other Information Corporate Governance The Company complied with the HKEX Corporate Governance Code during the period, despite disciplinary actions from the HKEX against the Company, a current director, and six former directors for delayed disclosure, inadequate internal controls, inaccurate information, and failure to seek timely shareholder approval, with the current executive director, Mr. Tong Fei, required to undergo regulatory and legal training - The Directors believe that the Company has complied with the code provisions of the Corporate Governance Code set out in Appendix C1 to the HKEX Listing Rules throughout the period91 - The HKEX Listing Committee found the Company in breach of Listing Rules 14.34 (delayed disclosure of unauthorized transactions, loans, and establishment of new companies), 13.15, 14.38A, and 14.40 (delayed disclosure, dispatch of circulars, and failure to seek shareholder approval), 2.13 (inaccurate and incomplete disclosure of loans), and 14A.35 (delayed disclosure of establishment of new companies)93 - Executive Director Mr. Tong Fei breached Listing Rules 3.08 and 3.09B(2) for failing to ensure the Company implemented adequate and effective internal controls, failing to report relevant matters to the Board in a timely manner, and failing to use his best endeavors to procure the Company's compliance with the Listing Rules94 - Former Directors Mr. Zhang Xiaoya and Ms. Shi Jing breached Listing Rules 3.09C and 3.20 for failing to cooperate with the HKEX Listing Division's investigation95 - Executive Director Mr. Tong Fei is undergoing 26 hours of training on regulatory and legal issues and Listing Rules compliance matters as directed by the HKEX96 Purchase, Sale, or Redemption of the Company's Listed Securities The Group did not purchase, sell, or redeem any of the Company's listed securities during the period - The Group did not purchase, sell, or redeem any of the Company's listed securities during the period98 Directors' Securities Transactions The Company adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and all Directors confirmed compliance with its provisions during the period after specific inquiries - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules99 - Following specific inquiries with all Directors, all Directors confirmed their compliance with the provisions of the Model Code throughout the period99 Audit Committee The Audit Committee reviewed the Group's accounting policies and practices with management, discussing auditing, risk management, internal controls, and financial reporting matters, including the unaudited condensed consolidated interim financial statements for the period - The Audit Committee has reviewed the accounting policies and practices adopted by the Group with management and discussed auditing, risk management, internal controls, and financial reporting matters, including the Group's unaudited condensed consolidated interim financial statements for the period100 Publication of Interim Results Announcement and Interim Report This interim results announcement is published on the HKEX and Company websites, and the 2025 interim report will be dispatched to shareholders requesting printed communications and published on the HKEX and Company websites in due course - This interim results announcement is published on the HKEX website (www.hkexnews.hk) and the Company's website (www.nfa360.com)[101](index=101&type=chunk) - The 2025 interim report will be dispatched to shareholders of the Company who have requested printed communications and will be published on the HKEX and the Company's websites in due course101
新焦点(00360) - 2025 - 中期业绩