SHANGHAI GROWTH(00770) - 2025 - 中期业绩

Company Information and Performance Announcement This section provides an overview of the company's profile and presents the unaudited interim results for the six months ended June 30, 2025 Company Overview Shanghai International Shanghai Growth Investment Limited (stock code: 770) is an investment company incorporated in the Cayman Islands, primarily investing in listed and unlisted equity and debt securities and other financial instruments in Greater China - The company is an exempted limited liability company incorporated in the Cayman Islands, with shares listed on The Stock Exchange of Hong Kong Limited[7] - Its principal business involves investing in listed and unlisted equity and debt securities and other financial instruments primarily established or with significant operations in Greater China[7] Interim Results Announcement The Board of Directors is pleased to present the unaudited interim results for the six months ended June 30, 2025, which have been reviewed by the Audit Committee - The Board has presented the unaudited interim results for the six months ended June 30, 2025, compared with the same period in 2024[2] - The unaudited interim results have been reviewed by the company's Audit Committee[2] Interim Condensed Financial Statements This section presents the company's condensed financial statements, including the statement of profit or loss, financial position, and changes in equity for the interim period Condensed Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company reported a net loss of $154,054, an increase from the prior year, mainly due to reduced investment income and higher exchange losses Interim Condensed Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | 2025 H1 (USD) | 2024 H1 (USD) | | :--- | :--- | :--- | | Interest Income | 217 | 3,409 | | Dividend Income | 2,441 | 13,444 | | Net Change in Unrealized Fair Value Gains on Financial Assets at FVTPL | 11,565 | 71,841 | | Net (Loss)/Gain on Disposal of Financial Assets at FVTPL | (8,759) | 16 | | Exchange Loss | (6,270) | (1,355) | | Total Income and Investment Losses | (806) | 87,355 | | Fund Management Company Fees | (7,820) | (15,127) | | Administrative Expenses | (145,428) | (191,668) | | Total Expenses | (153,248) | (206,795) | | Loss Before Tax | (154,054) | (119,440) | | Loss for the Period | (154,054) | (119,440) | | Loss Per Share - Basic and Diluted | 1.44 US cents | 1.12 US cents | - Loss for the period increased from $119,440 in the same period of 2024 to $154,054 in 2025[3] - Exchange loss significantly increased from $1,355 in the same period of 2024 to $6,270 in 2025[3] Condensed Statement of Financial Position As of June 30, 2025, the company's total assets and net assets decreased, primarily due to lower cash and bank balances and a decline in financial assets at fair value through profit or loss Interim Condensed Statement of Financial Position Key Data | Indicator | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Prepayments | 300,548 | 45,975 | | Financial Assets at Fair Value Through Profit or Loss | 94,316 | 137,489 | | Cash and Bank Balances | 666,325 | 1,064,658 | | Total Current Assets | 1,061,189 | 1,248,122 | | Total Current Liabilities | 17,509 | 50,388 | | Net Assets | 1,043,680 | 1,197,734 | | Total Equity | 1,043,680 | 1,197,734 | | Net Asset Value Per Share | 0.10 | 0.11 | - As of June 30, 2025, cash and bank balances decreased to $666,325 from $1,064,658 as of December 31, 2024[4] - Financial assets at fair value through profit or loss decreased from $137,489 as of December 31, 2024, to $94,316 as of June 30, 2025[4] Condensed Statement of Changes in Equity For the six months ended June 30, 2025, total equity decreased due to the comprehensive loss for the period, with net changes in unrealized fair value gains on financial assets at fair value through profit or loss reclassified to capital reserve Interim Condensed Statement of Changes in Equity Key Data | Indicator | June 30, 2025 (USD) | June 30, 2024 (USD) | | :--- | :--- | :--- | | Share Capital | 1,068,600 | 1,068,600 | | Share Premium | 12,921,815 | 12,921,815 | | Capital Reserve | 15,806 | (5,761,119) | | Accumulated Losses | (12,962,541) | (6,793,504) | | Total | 1,043,680 | 1,435,792 | - As of June 30, 2025, total equity was $1,043,680, a decrease from $1,197,734 as of December 31, 2024[5] - The total comprehensive loss for the period was $154,054, leading to an increase in accumulated losses[5] - Net change in unrealized fair value gains on financial assets at fair value through profit or loss of $11,565 has been reclassified from accumulated losses to capital reserve[5][6] Notes to the Condensed Financial Statements This section provides detailed notes on the company's financial statements, covering accounting policies, segment information, investment performance, and other financial disclosures Company Information and Basis of Preparation This interim condensed financial information is prepared in accordance with HKAS 34 and Appendix D2 of the Listing Rules, presented in US dollars, and uses the historical cost convention, except for financial assets at fair value through profit or loss - The company is an investment company incorporated in the Cayman Islands, primarily investing in listed and unlisted securities in Greater China[7] - The interim condensed financial information is prepared in accordance with Hong Kong Accounting Standard 34 and the applicable disclosure requirements of Appendix D2 to the Listing Rules[8] - The financial information is presented in US dollars and prepared under the historical cost convention, except for financial assets at fair value through profit or loss, which are measured at fair value[8] Accounting Judgements, Estimates, and Policies The preparation of interim condensed financial information involves management's judgments, estimates, and assumptions affecting the application of accounting policies and reported amounts, with consistent policies applied as in the annual financial statements - Management is required to make judgments, estimates, and assumptions in the preparation of financial information, and actual results may differ from these estimates[9] - The accounting policies adopted in preparing the interim condensed financial information are consistent with those applied in the preparation of the annual financial statements for the year ended December 31, 2024[10] Operating Segment Information The company is segmented into listed and unlisted securities. For the six months ended June 30, 2025, the listed securities segment generated $5,247 in revenue, while the unlisted securities segment had no revenue - The company is divided into two reportable operating segments: listed securities and unlisted securities[11] Operating Segment Results | Segment | 2025 H1 (USD) | 2024 H1 (USD) | | :--- | :--- | :--- | | Listed Securities | 5,247 | 76,878 | | Unlisted Securities | – | 8,423 | | Total Segment Results | 5,247 | 85,301 | Operating Segment Assets | Segment | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Listed Securities | 94,316 | 137,489 | | Unlisted Securities | – | – | | Total Segment Assets | 94,316 | 137,489 | - As of June 30, 2025, unlisted securities segment assets were zero, while listed securities segment assets were $94,316[15] Investment Income and Losses For the six months ended June 30, 2025, the company recorded realized losses of $8,759, compared to realized gains of $16 in the prior year, with a significant decrease in net unrealized gains Investment Income/(Loss) Overview | Indicator | 2025 H1 (USD) | 2024 H1 (USD) | | :--- | :--- | :--- | | Realized Loss/(Gain) | (8,759) | 16 | | Unrealized Gains | 11,565 | 71,841 | | Total Realized and Unrealized Gains | 2,806 | 71,857 | - For the six months ended June 30, 2025, realized losses were $8,759, compared to realized gains of $16 in the prior year[18][19] - Unrealized gains significantly decreased from $71,841 in the same period of 2024 to $11,565 in 2025[18][19] Loss Before Tax and Taxation For the six months ended June 30, 2025, the company's loss before tax was $154,054, with no provision for Hong Kong profits tax due to the absence of assessable profits Components of Loss Before Tax | Expense Item | 2025 H1 (USD) | 2024 H1 (USD) | | :--- | :--- | :--- | | Auditors' Remuneration | – | 12,551 | | Custodian Fees | 520 | 4,178 | | Salaries and Other Benefits | 31,378 | 48,459 | | Retirement Benefit Costs | – | 1,151 | - For the six months ended June 30, 2025, the company's loss before tax was $154,054[3] - No provision for Hong Kong profits tax was made as the company did not generate assessable profits in Hong Kong[21] Dividends and Loss Per Share The Board does not recommend an interim dividend for the six months ended June 30, 2025. Basic loss per share increased to 1.44 US cents from 1.12 US cents in the prior year - The Board does not recommend the declaration of an interim dividend for the six months ended June 30, 2025[22] - Basic loss per share was 1.44 US cents, higher than 1.12 US cents in the same period of 2024[23] - The basic loss per share amount was not adjusted for dilution as the company had no potentially dilutive ordinary shares outstanding[23] Financial Assets at Fair Value Through Profit or Loss As of June 30, 2025, the company's unlisted equity investment (Global Market Group Limited) was valued at zero, while listed equity investments were valued at $94,316 at fair value, a decrease from the end of last year Financial Assets at Fair Value Through Profit or Loss | Asset Class | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Unlisted Equity Investments | – | – | | Listed Equity Investments | 94,316 | 137,489 | | Total | 94,316 | 137,489 | - The company's unlisted equity investment in Global Market Group Limited was valued at zero as of June 30, 2025, due to its ongoing operating losses, potential contingent liabilities, and lack of a clear fundraising plan[25] - Net fair value gains on listed equity investments amounted to $2,806, which included a net loss of $8,759 recognized on the disposal of listed equity investments[26] Cash and Bank Balances The company's bank cash earns interest at floating rates and is held with reputable banks. As of June 30, 2025, cash and bank balances totaled $666,325 - Bank cash earns interest at floating rates based on daily bank deposit rates[27] - Bank balances are deposited with reputable banks that have no recent history of default[27] - As of June 30, 2025, cash and bank balances amounted to $666,325[4] Share Capital and Net Asset Value Per Share The company's authorized and issued share capital remained unchanged. As of June 30, 2025, net asset value per share decreased to $0.10 from $0.11 as of December 31, 2024 Share Capital Structure | Share Capital Type | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Authorized Share Capital (18,000,000 shares of $0.10 each) | 1,800,000 | 1,800,000 | | Issued and Fully Paid Share Capital (10,686,000 shares of $0.10 each) | 1,068,600 | 1,068,600 | - Net asset value per share decreased from $0.11 as of December 31, 2024, to $0.10 as of June 30, 2025[29] Related Party Transactions For the six months ended June 30, 2025, investment management and administrative fees paid to the fund management company decreased to $7,820, and the investment management agreement was terminated on May 7, 2025 Related Party Transaction Fees | Fee Type | 2025 H1 (USD) | 2024 H1 (USD) | | :--- | :--- | :--- | | Investment Management and Administrative Fees Charged by Fund Management Company | 7,820 | 15,127 | | Directors' Emoluments | 11,534 | 24,934 | - The investment management agreement was terminated and ceased to be effective after May 7, 2025[31] - As of June 30, 2025, the outstanding balance payable to the fund management company was zero[32] - The fund management company was not entitled to any performance fee during the period[31] Management Discussion and Analysis This section provides management's perspective on the company's financial performance, investment activities, outlook, and key financial metrics for the reporting period Financial Review For the six months ended June 30, 2025, the company's net loss increased to $154,054, primarily due to reduced unrealized gains from listed securities. Despite a strong Hong Kong market, positive returns from listed securities were insufficient to offset operating costs, leading to a decrease in net asset value per share - The company recorded an unaudited net loss of $154,054 for the six months ended June 30, 2025, an increase from the net loss of $119,440 in the same period last year[34] - The increase in net loss was primarily due to a decrease in unrealized gains from listed securities[34] - The company's listed securities investment portfolio recorded a 5.56% positive return[36] - Net asset value per share decreased from $0.11 at the end of 2024 to $0.10 as of June 30, 2025, a 9.09% decline, mainly because positive returns from securities investments could not offset operating costs[36] Investment Review As of June 30, 2025, the investment portfolio comprised 88% cash and cash equivalents and 12% listed investments, with no unlisted investments. Listed investments yielded a 5.56% positive return amid a strong Hong Kong market, while unlisted investments were fully impaired, and no new investments were made in the first half Investment Portfolio Allocation As of June 30, 2025, the company's investment portfolio primarily consisted of cash and other cash equivalents (88%) and listed investments (12%), with unlisted investments at zero Investment Portfolio Allocation | Category | June 30, 2025 (%) | December 31, 2024 (%) | | :--- | :--- | :--- | | Listed Investments | 12% | 11% | | Cash and Other Cash Equivalents | 88% | 89% | | Unlisted Investments | 0% | 0% | | Total | 100% | 100% | Listed Investments Review The Hong Kong stock market performed strongly in the first half of 2025, with the Hang Seng Index rising by 20%. The company's listed investment portfolio recorded a positive return of 5.56% during this period - The Hong Kong stock market performed strongly in the first half of 2025, with the Hang Seng Index rising by 20%[38] - The company's listed investment portfolio recorded a positive return of 5.56% in the first half of 2025[39] - The best-performing sectors were oil, coal, banking, and telecommunications, while retail, healthcare, and solar were among the worst-performing sectors[38] Unlisted Investments Review The company's unlisted equity securities investment has been fully impaired, and no new unlisted investments were made in the first half of 2025 - The company holds an unlisted equity securities investment that has been fully impaired[40] - Due to limited funds, the company did not make any new investments in the first half of 2025[40] Outlook The Board is cautiously optimistic about the market outlook for the second half, anticipating potential US interest rate cuts and continued stimulus measures in China. The Board will focus on profit-taking and remain vigilant regarding future global stock market volatility - The market outlook for the second half is cautiously optimistic, primarily based on potential US interest rate cuts and anticipated continued stimulus measures in China[41] - The Hong Kong market's valuation remains attractive compared to global markets[41] - In the second half, the Board will primarily focus on profit-taking and remain vigilant regarding future global stock market volatility[42] Key Performance Indicators The Board considers the company's regular net asset value as the primary financial indicator for assessing business development and performance - The Board considers the company's regular net asset value to be a key financial indicator for effectively assessing the company's business development and performance[43] Liquidity, Financial Resources, and Liabilities As of June 30, 2025, cash and bank balances were $666,325, primarily used for operational administrative expenses. The company had no bank loans, capital commitments, or significant contingent liabilities, and both liquidity and total debt-to-asset ratios improved - The company's cash and bank balances as of June 30, 2025, were $666,325, a decrease from $1,064,658 as of December 31, 2024[44] - As of June 30, 2025, the company had no bank loans or capital commitments in unlisted investments[44] - The company has no pledged assets, significant capital commitments for equity investments, or any material contingent liabilities[45] Liquidity and Gearing Ratios | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current Ratio | 60.61 | 24.77 | | Total Liabilities to Total Assets Ratio | 1.65% | 4.04% | Exchange Rate Fluctuation Risk As most of the company's assets, liabilities, and transactions are settled in HKD or USD, and HKD is pegged to USD, the company faces no significant exchange rate risk and thus requires no hedging arrangements - Most of the company's assets, liabilities, and transactions are denominated in Hong Kong Dollars or US Dollars[47] - As the Hong Kong Dollar remains pegged to the US Dollar, the company has no significant exchange rate risk and does not require hedging arrangements[47] Significant Acquisitions and Disposals For the six months ended June 30, 2025, the company did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the company did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures[48] Employees and Securities Transactions The company employs one staff member. During the reporting period, the company engaged SS Capital (Hong Kong) Investment Management Limited for daily administrative and portfolio management, but this investment management agreement was terminated on May 7, 2025. No listed securities were purchased, sold, or redeemed during the period - The company employs one staff member[49] - The investment management agreement was terminated after May 7, 2025, and all investment decisions and daily operations are now managed by the Board[49][53] - For the six months ended June 30, 2025, the company did not purchase, sell, or redeem any listed securities[50] Interim Dividend The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025[51] Corporate Governance This section details the company's commitment to maintaining sound corporate governance, compliance with relevant codes, and the composition and review activities of its Audit Committee Compliance with Corporate Governance Code The company is committed to maintaining sound corporate governance and has established procedures to comply with the Corporate Governance Code in Appendix C1 of the Listing Rules. However, there are deviations regarding the division of responsibilities between Chairman and Chief Executive and the Chairman's attendance at the AGM - The company has established corporate governance procedures to comply with the Corporate Governance Code set out in Appendix C1 of the Listing Rules[52] - The company has not appointed a Chairman or Chief Executive, as the Board believes all directors collectively share leadership and management responsibilities[53] - The Board elects one of its directors to chair the Annual General Meeting, in lieu of the Chairman's attendance requirement[53] Standard Code for Securities Transactions The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules and confirms that all directors complied with the code during the reporting period - The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as its code of conduct for directors' securities transactions[54] - All directors confirmed their compliance with the required standards set out in the Standard Code for the six months ended June 30, 2025[54] Audit Committee Review The company's Audit Committee and management have reviewed the accounting principles and practices adopted by the company, discussing risk management, internal controls, and financial reporting matters, including the interim accounts - The company's Audit Committee and management have reviewed the accounting principles and practices adopted by the company, discussing risk management, internal controls, and financial reporting matters[55] - As of the announcement date, the Audit Committee comprises Ms. Liu Meixue (Chairperson) and Mr. Cai Dehui, both independent non-executive directors[55] Non-Compliance with Listing Rules Due to the retirement of an independent non-executive director, the company failed to comply with Listing Rules 3.10(1) (at least three INEDs) and 3.21 (at least three Audit Committee members). The company is actively seeking suitable candidates to fill the vacancies as soon as possible - Following the retirement of Dr. Hua Min as an independent non-executive director on June 27, 2025, the Board failed to comply with Listing Rules 3.10(1) (requiring at least three independent non-executive directors) and 3.21 (requiring at least three members on the Audit Committee)[56] - The company is actively seeking suitable candidates to fill the vacancies for independent non-executive director and Audit Committee member to comply with the Listing Rules as soon as practicable[56] Post-Reporting Period Events and Others This section covers significant events occurring after the reporting period, details on report publication, and acknowledgements to stakeholders, along with the current composition of the Board of Directors Events After Reporting Period On July 4, 2025, the company successfully completed a placing of 2,137,200 shares to two placees, raising net proceeds of approximately $404,000 - On July 4, 2025, the company successfully placed a total of 2,137,200 placing shares to two placees at a placing price of $0.195 per placing share[57] - The gross proceeds from the placing amounted to approximately $417,000, with net proceeds of approximately $404,000[57] Publication of Report and Acknowledgements This interim results announcement has been published on the company's and HKEX websites, and the interim report will be dispatched to shareholders in due course. The Board thanks the management team, staff, and shareholders for their support - This announcement is published on the company's website (http://shanghaigrowth.etnet.com.hk) and the HKEX website (www.hkexnews.hk)[58](index=58&type=chunk) - The company's 2025 interim report will be published on the company's and HKEX websites and dispatched to shareholders in due course[58] - The Board extends its gratitude to the management team, staff, and shareholders for their contributions and support during the reporting period[59] Board of Directors As of the announcement date, the Board of Directors includes Executive Director Mr. Zhao Tian, Non-executive Directors Mr. Cheng Juesheng and Mr. Lin Weichen, and Independent Non-executive Directors Mr. Cai Dehui and Ms. Liu Meixue Board of Directors Members | Category | Name | | :--- | :--- | | Executive Director | Mr. Zhao Tian | | Non-executive Directors | Mr. Cheng Juesheng, Mr. Lin Weichen | | Independent Non-executive Directors | Mr. Cai Dehui, Ms. Liu Meixue |