赛伯乐国际控股(01020) - 2025 - 中期财报

Corporate Information This section details the company's board composition, registered offices, and key financial service providers Board of Directors and Committees The board includes executive and independent non-executive directors, with recent changes in audit and nomination committee chairmanships - Executive Directors include Mr. Zhu Min (Chairman) and Ms. Ye Xinyu[7] - Independent Non-Executive Directors include Mr. Li Kam Wing (appointed June 25, 2025), Mr. Li Yisheng, and Mr. Cao Ke[7] - Mr. Tang Yiu On resigned as Independent Non-Executive Director, Chairman of the Audit Committee, member of the Remuneration Committee, and Chairman of the Nomination Committee on August 15, 2025[7][8][10] - Mr. Li Kam Wing was appointed Chairman of the Audit Committee and Chairman of the Nomination Committee on August 15, 2025[7][10] Registered and Principal Offices The company maintains registered offices in the Cayman Islands, principal offices in Hong Kong, and a main operating location in Shenzhen, China - Registered office is located at Cricket Square, Cayman Islands[10] - Head office and principal place of business in Hong Kong are at Room 1002, Capital Centre, 151 Gloucester Road, Wan Chai, Hong Kong[10] - Principal place of business in China is at Room 801, 8/F, Block B, Xinghua Building, 2018 Shennan Middle Road, Futian District, Shenzhen[10] Share Registrar, Auditor, Legal Adviser & Principal Bankers Key service providers include Codan Trust Company (Cayman) Limited as Cayman share registrar, Tricor Investor Services Limited as Hong Kong share registrar, Tianjian International CPA Limited as auditor, and several major banks - The principal share registrar in the Cayman Islands is Codan Trust Company (Cayman) Limited[11] - The Hong Kong branch share registrar is Tricor Investor Services Limited[13] - The auditor is Tianjian International CPA Limited[13] - Principal bankers include The Hongkong and Shanghai Banking Corporation Limited, CITIC Bank International Limited, Chong Hing Bank Limited, and China Construction Bank (Asia) Corporation Limited[13] Unaudited Interim Condensed Consolidated Financial Statements This section presents the unaudited interim condensed consolidated financial statements, including statements of profit or loss, financial position, equity changes, and cash flows Unaudited Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Revenue decreased to RMB 28,029 thousand, with loss for the period expanding to RMB 31,003 thousand and basic and diluted loss per share at RMB 0.63 cents Profit or Loss and Other Comprehensive Income Overview | Indicator | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands, Restated) | | :--- | :--- | :--- | | Revenue | 28,029 | 44,505 | | Gross profit | 10,673 | 9,117 | | Loss before tax | (31,003) | (27,411) | | Loss for the period | (31,003) | (27,411) | | Total comprehensive expense for the period | (31,512) | (25,835) | | Basic and diluted loss per share (RMB cents) | (0.63 cents) | (0.55 cents) | - Revenue decreased by 37% year-on-year, while loss for the period expanded by 13.1% year-on-year[15] Unaudited Interim Condensed Consolidated Statement of Financial Position Net current liabilities turned negative at RMB (32,228) thousand, a significant shift from net current assets, with total net assets decreasing to RMB 50,320 thousand Financial Position Overview | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Non-current assets | 82,548 | 86,956 | | Current assets | 233,126 | 306,988 | | Current liabilities | 265,354 | 126,504 | | Net current (liabilities)/assets | (32,228) | 180,484 | | Total assets less current liabilities | 50,320 | 267,440 | | Net assets | 50,320 | 81,825 | - Net current assets shifted from RMB 180,484 thousand at the end of 2024 to net current liabilities of RMB (32,228) thousand as of June 30, 2025, primarily due to a significant increase in promissory notes[19] - Promissory notes increased significantly from RMB 2,984 thousand (current) at the end of 2024 to RMB 176,873 thousand (current) as of June 30, 2025, leading to a substantial rise in current liabilities[19] Unaudited Interim Condensed Consolidated Statement of Changes in Equity Total equity decreased from RMB 81,825 thousand to RMB 50,320 thousand, mainly driven by the RMB 31,003 thousand loss for the period and exchange differences Equity Movement Overview | Indicator | June 30, 2025 (RMB thousands) | January 1, 2025 (RMB thousands) | | :--- | :--- | :--- | | Share capital | 346,736 | 346,736 | | Reserves | (296,020) | (264,466) | | Equity attributable to owners of the Company | 50,716 | 82,270 | | Non-controlling interests | (396) | (445) | | Total equity | 50,320 | 81,825 | - Loss for the period of RMB 31,003 thousand led to a reduction in total equity[22] - Other comprehensive expenses of RMB 509 thousand resulted from exchange differences on translating foreign operations[22] Unaudited Interim Condensed Consolidated Statement of Cash Flows Net cash used in operating activities was RMB 26,067 thousand, with cash and cash equivalents decreasing to RMB 23,248 thousand by period-end Cash Flow Overview | Activity Type | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | 26,067 | 21,511 | | Net cash used in investing activities | 107 | (4,510) | | Net cash used in financing activities | (28,685) | 1,944 | | Net decrease in cash and cash equivalents | (2,511) | 18,945 | | Cash and cash equivalents at end of period | 23,248 | 51,557 | - Net decrease in cash and cash equivalents was RMB 2,511 thousand, compared to an increase of RMB 18,945 thousand in the prior period[23] - Net cash used in financing activities shifted from a net inflow in the prior period to a net outflow, primarily due to promissory note repayments[23] Notes to the Unaudited Interim Condensed Consolidated Financial Statements This section provides detailed notes to the unaudited interim condensed consolidated financial statements, covering accounting policies, adjustments, and specific financial items Basis of Preparation and Principal Accounting Policies The financial statements are prepared under HKAS 34 and Listing Rules Appendix 16 on a historical cost basis, with new HFRSs adopted having no significant impact - Financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' and Appendix 16 of the Listing Rules[24][28] - Statements are prepared on a historical cost basis, except for financial instruments measured at fair value[25][29] - All new and revised Hong Kong Financial Reporting Standards effective January 1, 2025, have been adopted, with no significant impact on the Group's consolidated financial statements[27][30][31] Prior Period Adjustments Prior period adjustments were made for exchange difference allocation and promissory note amortization, leading to restatement of 2024 comparative figures for finance costs and loss per share - An error in the allocation of exchange differences for non-controlling interests was identified, requiring revision of the allocation between owners of the Company and non-controlling interests[33] - Promissory Note (PN) amortized cost was previously incorrect, not reflecting an adjustment of the annual interest rate from interest-free to 4%, with the effective interest rate corrected from 16.78% to 23.72%[33] Impact of Prior Period Adjustments on the Statement of Profit or Loss for the Six Months Ended June 30, 2024 | Indicator | Previously Reported (RMB thousands) | Prior Period Adjustment (1) (RMB thousands) | Prior Period Adjustment (2) (RMB thousands) | Restated (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Finance costs | (17,050) | – | (4,608) | (21,658) | | Loss before tax | (22,803) | – | (4,608) | (27,411) | | Loss for the period | (22,803) | – | (4,608) | (27,411) | | Exchange differences on translating foreign operations | 1,683 | – | (107) | 1,576 | | Total comprehensive expense for the period | (21,120) | – | (4,715) | (25,835) | | Basic and diluted loss per share (RMB cents) | (0.45 cents) | – | (0.1 cents) | (0.55 cents) | Revenue Analysis Total revenue decreased to RMB 28,029 thousand, driven by a significant reduction in internet business revenue, partially offset by a slight increase in money lending revenue Revenue Source Analysis | Revenue Source | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue from internet business | 18,498 | 35,568 | | Revenue from money lending business | 9,531 | 8,937 | | Total revenue | 28,029 | 44,505 | - Internet business revenue decreased by approximately 48% year-on-year, while money lending business revenue increased by approximately 6.6% year-on-year[38] Operating Segments The Group operates in money lending and internet business segments, with e-commerce and internet education merged into the latter, showing profit in money lending and loss in internet business - The Group's operating activities are divided into two segments: money lending business and internet business[40][41] - The e-commerce and internet education services segments have been merged into 'internet business' to reflect the current internal reporting structure[42][43] Revenue and Results by Operating Segment (Six Months Ended June 30, 2025) | Indicator | Money Lending Business (RMB thousands) | Internet Business (RMB thousands) | Consolidated (RMB thousands) | | :--- | :--- | :--- | :--- | | Revenue | 9,531 | 18,498 | 28,029 | | Segment (loss)/profit | 5,212 | (6,124) | (912) | | Loss before tax | – | – | (31,003) | Revenue and Results by Operating Segment (Six Months Ended June 30, 2024) | Indicator | Money Lending Business (RMB thousands) | Internet Business (RMB thousands) | Consolidated (RMB thousands, Restated) | | :--- | :--- | :--- | :--- | | Revenue | 8,937 | 35,568 | 44,505 | | Segment (loss)/profit | 8,345 | (3,967) | 4,378 | | Loss before tax | – | – | (27,411) | Net Impairment Loss Recognised/(Reversed) The Group recognized a net impairment loss of RMB 2,077 thousand, a shift from a net reversal in the prior period, mainly due to increased impairment on other receivables Net Impairment Loss Recognised/(Reversed) | Item | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables | (1,512) | (53) | | Loan receivables | (195) | (1,949) | | Other receivables | 3,784 | – | | Total | 2,077 | (2,002) | - Net impairment loss of RMB 2,077 thousand was recognized in H1 2025, compared to a net impairment reversal of RMB 2,002 thousand in H1 2024[49] - Other receivables recognized an impairment loss of RMB 3,784 thousand in H1 2025, compared to zero in the prior period[49] Finance Costs Finance costs decreased to RMB 14,624 thousand, primarily due to reduced interest on promissory notes compared to the restated prior period Finance Costs Analysis | Item | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands, Restated) | | :--- | :--- | :--- | | Interest on lease liabilities | 45 | 43 | | Interest on promissory notes | 14,492 | 21,476 | | Interest on borrowings | 87 | 139 | | Total | 14,624 | 21,658 | - Finance costs decreased by approximately 32.5% year-on-year, mainly attributable to a reduction in interest on promissory notes[51] Taxation No Hong Kong profits tax was provided due to no taxable profits, while Chinese subsidiaries are taxed at 25%, and Hong Kong applies a two-tiered profits tax rate - No Hong Kong profits tax was provided as the Group generated no taxable profits in Hong Kong[54][57] - Chinese subsidiaries are provided at a corporate income tax rate of 25%[58][60] - Hong Kong's two-tiered profits tax rate: 8.25% on the first HKD 2 million of profits, and 16.5% on the remainder[55][57] Loss for the Period Loss for the period was determined after deducting inventory costs, depreciation of property, plant and equipment, and right-of-use assets Key Deductions for Loss for the Period | Item | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Cost of inventories recognized as an expense | 16,274 | 34,447 | | Depreciation of property, plant and equipment | 246 | 281 | | Depreciation of right-of-use assets | 668 | 716 | - Cost of inventories recognized as an expense decreased by approximately 52.7% year-on-year, consistent with the reduction in internet business revenue[62] Dividends The Board does not recommend an interim dividend for the period ended June 30, 2025, consistent with the prior year - The Board does not recommend the payment of an interim dividend for the current period (2024 interim and final dividends: nil)[63][64] Loss Per Share Basic and diluted loss per share attributable to owners of the Company increased to RMB 0.63 cents, with diluted loss per share remaining equal to basic loss per share Loss Per Share Data | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 (Restated) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (RMB thousands) | (31,053) | (26,757) | | Weighted average number of ordinary shares (thousand shares) | 4,918,781 | 4,908,781 | | Basic and diluted loss per share | (RMB 0.63 cents) | (RMB 0.55 cents) | - Diluted loss per share was the same as basic loss per share because the exercise of outstanding share options would reduce the loss per share[68][71] Property, Plant and Equipment & Right-of-Use Assets The Group neither purchased nor disposed of any property, plant and equipment, and recognized no new right-of-use assets during the period - During the six months ended June 30, 2025, the Group neither purchased nor disposed of any property, plant and equipment[69][72] - No new right-of-use assets were recognized during the period ended June 30, 2025 (2024: RMB 2,615,000)[70][73] Trade Receivables Total trade receivables significantly decreased to RMB 23,217 thousand, with a reversal of impairment loss of approximately RMB 1,512 thousand recognized Aging Analysis of Trade Receivables | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 0-30 days | 8,473 | 7,208 | | 31-60 days | 3,192 | 17,966 | | 61-90 days | 3,707 | 12,929 | | 91-120 days | 1,349 | 566 | | 121-180 days | – | – | | 181 days to within one year | 6,496 | 11,618 | | Total | 23,217 | 50,287 | - Total trade receivables decreased by approximately 53.8% year-on-year[76] - A reversal of impairment loss on trade receivables of approximately RMB 1,512 thousand was recognized for the six months ended June 30, 2025 (2024: approximately RMB 53 thousand)[78][80] Loan Receivables Total loan receivables decreased to RMB 168,703 thousand, with a reversal of impairment loss of approximately RMB 195 thousand recognized - Loan receivables primarily arise from the money lending business, bearing variable and fixed interest rates, and are secured by property and personal guarantees[79][81] Analysis of Loan Receivables by Remaining Period | Remaining Period | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within three months | 82,960 | 122,208 | | Three months to one year | 81,011 | 80,367 | | Over one year (with repayment on demand clause) | 4,732 | 6,644 | | Over one year | – | 523 | | Total | 168,703 | 209,742 | - A reversal of impairment loss on loan receivables of approximately RMB 195 thousand was recognized for the six months ended June 30, 2025 (2024: approximately RMB 1,949 thousand)[83][85] Trade Payables Total trade payables decreased to RMB 40,300 thousand, with suppliers granting a credit period of within 30 days Aging Analysis of Trade Payables | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 0-30 days | 7,933 | 7,167 | | 31-60 days | – | 17,064 | | 61-90 days | 6,733 | 12,084 | | Over 90 days | 25,634 | 31,748 | | Total | 40,300 | 68,063 | - Total trade payables decreased by approximately 40.8% year-on-year[87] - The credit period granted by suppliers to the Group is within 30 days[88] Promissory Notes Total promissory notes decreased to RMB 176,873 thousand, with a significant increase in current promissory notes and non-current notes becoming zero Promissory Notes Movement and Analysis | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | At January 1 | 188,360 | 198,256 | | Interest accrued and deducted | 14,492 | 36,868 | | Loss on modification of promissory notes | 1,045 | 6,876 | | Repayment | (12,996) | (39,257) | | Exchange adjustment | (6,197) | 8,345 | | At June 30/December 31 | 176,873 | 188,360 | | Analyzed as: | | | | Current | 176,873 | 2,984 | | Non-current | – | 185,376 | - Current promissory notes significantly increased from RMB 2,984 thousand as of December 31, 2024, to RMB 176,873 thousand as of June 30, 2025, while non-current promissory notes became zero[90] - Accrued interest on promissory notes was RMB 14,492 thousand[90] Share Capital Authorized share capital is 19,066,667 thousand shares at HKD 0.10 par value, with issued and fully paid capital of 4,081,448 thousand shares, equivalent to RMB 346,736 thousand Share Capital Overview | Item | Number of Shares (thousand shares) | Amount (HKD thousands) | | :--- | :--- | :--- | | Authorized share capital (as at June 30, 2025) | 19,066,667 | 1,906,667 | | Issued and fully paid share capital (as at June 30, 2025) | 4,081,448 | 408,145 | | As shown in the condensed consolidated financial statements (RMB thousands equivalent) | – | 346,736 | - The share capital structure remained stable in H1 2025, with no new issuances or redemptions[91] Related Party Transactions The Group conducted transactions with key management personnel and related parties, with total compensation of RMB 857 thousand and ongoing loan receivables with an executive director Key Management Personnel Compensation | Item | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Emoluments of directors and other key management members | 849 | 1,136 | | Retirement benefit scheme contributions | 8 | 7 | | Total | 857 | 1,143 | Related Party Transactions | Name of Related Party | Relationship | Nature of Transaction/Balance | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Lü Yongchao | Executive Director (resigned) | Interest received on loans | 28 | 63 | | | | Loan receivables | – | 2,692 | | Ye Xinyu | Executive Director | Interest received on loans | 81 | 79 | | | | Loan receivables | 2,644 | 2,647 | - Mr. Lü Yongchao's loan receivables were fully repaid in early 2025[98] Event After the Reporting Period Post-reporting period, AIA Credit Limited granted a HKD 5 million loan, and two promissory notes totaling HKD 197,416,000 had their maturity dates extended - On July 11, 2025, subsidiary AIA Credit Limited granted a loan with a principal amount of HKD 5 million[99][102] - The maturity dates of two promissory notes with principal amounts of HKD 44,208,000 and HKD 153,208,000 were extended from January 1, 2026, to January 1, 2027[101][103] Management Discussion and Analysis This section provides management's discussion and analysis of the Group's performance, market conditions, business segments, financial review, and future outlook Market Review China's GDP grew by 5.3% in H1 2025 despite global uncertainties, while Hong Kong's economy expanded steadily but faces external pressures - In H1 2025, China's GDP grew by 5.3% year-on-year, leading major global economies[104][105] - The International Monetary Fund significantly raised its forecast for China's economic growth this year[105] - Hong Kong's economy showed considerable resilience with real GDP growing by 3.1% year-on-year in Q2 2025[110][111] - High external uncertainty, including renewed US tariffs and unclear interest rate cut timelines, poses pressure on global trade, local economic activity, and investment sentiment[106][107][110][111] Business Review Hong Kong's economy improved slightly but challenges persist; money lending performed stably, internet business revenue declined, and internet education services remain suspended and under restructuring - Hong Kong's economy saw a slight improvement, but the overall business environment remains challenging, with productivity below pre-pandemic levels[112][115] - The Group's businesses comprise two segments: money lending business and internet business[113][116] Money Lending Business AIA Credit Limited (TCL) provides first mortgage property loans to high-net-worth clients, maintaining good credit control and generating stable income - TCL primarily generates revenue by providing first mortgage property loans to clients[114][117] - TCL's clients are mainly high-net-worth individuals or those referred through sub-mortgage partnerships, demonstrating good credit control efficiency[114][117] - TCL's loan portfolio consists of reputable clients, including large corporate clients, contributing stable income to the Group[114][117] Internet Business The 'VTZero' e-commerce segment focuses on B2B refurbished phone resales, but H1 2025 revenue decreased due to declining iPhone market share - The e-commerce segment diversified its business since H2 2022, primarily focusing on the business-to-business (B2B) sector[119][121] - Revenue is primarily derived from reselling refurbished used mobile phones of premium brands to local resellers via websites and platforms[119][121] - Revenue for this segment decreased in H1 2025 due to reduced demand caused by a gradual decline in iPhone market share[119][121] Internet Education Services Jing Shi Wo Xue (Beijing) Education Technology Co., Ltd. suspended online tutoring due to China's 'Double Reduction' policy and is undergoing restructuring, with business expected to resume post-equity transfer - Online off-campus tutoring services have been suspended since July 2021 due to China's 'Double Reduction' policy[120][122] - Huzhou Company directly holds 90% equity in Wo Xue's registered capital, with transfer procedures for the remaining 10% equity currently underway[120][122] - Upon completion of the remaining equity transfer, Wo Xue is expected to resume its suspended business and operate under new education regulatory requirements[120][122] Financial Review This section reviews H1 2025 financial performance, noting decreased revenue, expanded loss, negative net current liabilities, and increased money lending revenue Revenue Money lending revenue grew by 6.6% to RMB 9.5 million, while internet business revenue declined by 48.0% to RMB 18.5 million due to reduced demand - Money lending business revenue was approximately RMB 9.5 million, an increase of approximately 6.6% from 2024[123][127] - Internet business revenue was approximately RMB 18.5 million, a decrease of approximately 48.0% from 2024, primarily due to reduced demand for refurbished used iPhones[125][128] - Internet education services suspended business operations and did not contribute revenue[126][129] - As of June 30, 2025, TCL had 20 borrower clients, with loan receivables from the top five borrowers accounting for approximately 63.1% of the total[124][127] Cost of Sales/Service Rendered Cost of sales decreased by 51.0% to RMB 17.4 million, mainly due to reduced internet business sales revenue - Cost of sales decreased by approximately 51.0% from approximately RMB 35.4 million (restated) in the prior period of 2024 to approximately RMB 17.4 million[131][134] - The decrease in cost is primarily attributable to the reduction in internet business sales revenue during the review period[131][134] Gross Profit Gross profit increased to RMB 10.7 million, up from RMB 9.1 million in the prior period, primarily driven by money lending and internet businesses - Gross profit was approximately RMB 10.7 million, an increase from approximately RMB 9.1 million in the prior period of 2024[132][135] - Gross profit primarily derived from money lending business and internet business[132][135] Reversal of Impairment Loss/Impairment Loss on Trade Receivables and Loan Receivables H1 2025 saw impairment reversals of RMB 1.5 million for trade receivables and RMB 0.2 million for loan receivables, indicating improved repayment capabilities - Trade receivables impairment reversal was approximately RMB 1.5 million (2024: approximately RMB 0.1 million)[133][136] - Loan receivables impairment reversal was approximately RMB 0.2 million (2024: approximately RMB 1.9 million)[133][136] - Improved repayment capabilities led to an increase in impairment reversals[133][136] Administrative Expenses Administrative expenses increased by 14.8% to RMB 16.7 million, mainly due to employee salary adjustments and higher legal and professional fees - Administrative expenses increased by approximately 14.8% from approximately RMB 14.5 million (restated) in the prior period of 2024 to approximately RMB 16.7 million[137][141] - The increase was primarily due to employee salary adjustments and higher legal and professional fees[137][141] Finance Costs Finance costs decreased to RMB 14.6 million, down from RMB 21.7 million (restated) in the prior period, mainly due to changes in promissory note terms - Finance costs were approximately RMB 14.6 million, a decrease from approximately RMB 21.7 million (restated) in the prior period of 2024[138][142] - The decrease was primarily due to changes in the terms of certain promissory notes[138][142] Taxation No Hong Kong profits tax was provided due to no taxable profits, while Chinese subsidiaries are provided at a 25% corporate income tax rate - No Hong Kong profits tax was provided due to the absence of taxable profits in Hong Kong[139][143] - Chinese subsidiaries are provided at a corporate income tax rate of 25%[140][143] Loss and Total Comprehensive Expense for the Period Loss and total comprehensive expense expanded to RMB 31.5 million, with basic loss per share increasing to RMB 0.63 cents - Loss and total comprehensive expense was approximately RMB 31.5 million, an expansion from approximately RMB 25.8 million (restated) in the prior period of 2024[145][149] - Basic loss per share was approximately RMB 0.63 cents, higher than approximately RMB 0.55 cents (restated) in the prior period of 2024[145][149] Interim Dividend The Board does not recommend an interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)[146][150] Capital Structure, Liquidity and Financial Resources Bank balances and cash were RMB 23.2 million, total equity RMB 50.3 million, outstanding promissory notes RMB 176.9 million, and gearing ratio increased to 57% - Bank balances and cash were approximately RMB 23.2 million (December 31, 2024: approximately RMB 26.5 million)[147][151] - Total equity was approximately RMB 50.3 million (December 31, 2024: approximately RMB 81.8 million)[147][151] - Outstanding promissory notes were approximately RMB 176.9 million (December 31, 2024: approximately RMB 188.4 million)[147][151] - The gearing ratio was approximately 57% (December 31, 2024: approximately 53%)[148][151] Pledge of Assets Buildings with a carrying amount of RMB 6.4 million were pledged to secure RMB 173.9 million in promissory notes, with no bank deposits pledged during the period - Buildings with a carrying amount of approximately RMB 6.4 million were pledged to secure promissory notes with a total carrying amount of approximately RMB 173.9 million[152][156] - As of June 30, 2025, no bank deposits were pledged (December 31, 2024: approximately RMB 8.3 million in pledged bank deposits)[153][156] Material Acquisitions and Disposals of Subsidiaries and Associated Companies The Group had no material acquisitions or disposals of subsidiaries, associated companies, or joint ventures during the reporting period - During the reporting period, the Group had no material acquisitions or disposals of subsidiaries, associated companies, and joint ventures[154][157] Contingent Liabilities VT Zero Limited faces a HKD 63.16 million claim lawsuit from Ai Huishou Co., Ltd., has filed a counterclaim, and the trial is set for early July 2026 - VT Zero Limited faces a claim lawsuit from Ai Huishou Co., Ltd. for approximately HKD 63.16 million[155][158] - The claim involves unpaid net proceeds from goods sales, overdue remittances, and agreed buy-out prices for unsold goods[155][158] - VT Zero has filed a counterclaim and considers the claim to be without merit; the court has dismissed the plaintiff's applications for interim payment and proprietary injunction[160][161][162][164] - The trial is scheduled for early July 2026[161][164] Currency Exchange Exposures The Group's purchases, sales, and operating expenses are primarily denominated in EUR, RMB, and HKD, with effective monitoring of currency exchange risks - The Group's purchases and sales are primarily denominated in Euro, RMB, and HKD[165][167] - Operating expenses are mainly denominated in HKD and RMB[165][167] - The Group has effectively monitored and managed its currency exchange rate fluctuation risks[165][167] Human Resources and Staff Remuneration The Group increased its workforce to 42 employees, investing in training and fair remuneration to enhance professionalism and engagement - As of June 30, 2025, the Group employed a total of 42 staff (2024: 35 staff)[166][168] - The Group continues to invest significant resources in strengthening training programs, providing training and learning opportunities for management and professional technical personnel[166][168] - The Group promptly communicates the latest government industry policy information to all employees and provides fair remuneration to enhance employee professionalism[166][168] Future Prospects Despite global challenges, the Group anticipates slow economic recovery in H2 2025, pursuing prudent capital management and new business ventures for diversification and long-term growth - The Group expects the economies of Hong Kong and mainland China to continue a slow recovery in H2 2025, though prospects remain uncertain[171][172] - The Group will continue to adopt prudent capital management and liquidity risk management, seeking loan growth with reasonable returns in the money lending business[171][172] - The Group will continue to invest resources in expanding into the Southeast Asian geospatial intelligence industry, including satellite positioning terminal equipment and high-precision positioning geospatial intelligence solutions, having signed MOUs with several companies[173][174] - The Group intends to acquire 100% of Newsbaba Ltd. for RMB 120 million, whose subsidiary Beijing Newsbaba Intellectual Property Agency Co., Ltd. provides intellectual property asset management and maintenance services[176][178] - The Group will continue to diversify its business, actively exploring new products and opportunities for cooperation with new suppliers and clients across various industries[179][181] Compliance with Money Lenders Ordinance The Group's money lending business strictly complies with the Money Lenders Ordinance, with no objections or investigations received, and robust credit risk and loan recovery procedures in place - The Group's money lending business strictly complies with the Money Lenders Ordinance, Chapter 163 of the Laws of Hong Kong[180][182] - Since its initial money lender's license issuance, no objections or investigations have been received from the Registrar of Money Lenders or the Commissioner of Police[180][182] - Procedures for monitoring loan repayments and recovery have been adopted, including executive directors regularly reporting repayment status and handling overdue loans to the Board[184][185] - Credit risk assessment includes land searches, valuation reports, client financial status review, and background checks[184][185] Other Information This section covers other important information, including corporate governance, directors' securities transactions, changes in director information, audit committee review, and share option scheme details Compliance with Corporate Governance Code The Company has adopted and complied with the Corporate Governance Code principles and provisions outlined in Appendix 14 of the Listing Rules - The Company has adopted the principles and code provisions of the Corporate Governance Code set out in Appendix 14 of the Listing Rules[186][189] - The Board believes that the Company has complied with all applicable code provisions for the six months ended June 30, 2025[186][189] Compliance with Model Code for Securities Transactions by Directors The Company adopted a code of conduct no less exacting than the Model Code, with all directors confirming compliance and relevant employees also adhering to securities transaction rules - The Company has adopted a code of conduct whose terms are no less exacting than the Model Code set out in Appendix 10 of the Listing Rules[187][190] - All Directors have confirmed compliance with the code of conduct for the six months ended June 30, 2025[187][190] - Relevant employees who may possess unpublished price-sensitive information are required to comply with the company's code for employee securities transactions[188][190] Changes in Directors' Information Mr. Li Kam Wing was appointed as an Independent Non-Executive Director on June 25, 2025, while Mr. Tang Yiu On resigned on August 15, 2025 - Mr. Li Kam Wing was appointed as an Independent Non-Executive Director on June 25, 2025[191][194] - Mr. Tang Yiu On resigned as an Independent Non-Executive Director on August 15, 2025, to dedicate more time to other business endeavors[192][194] Audit Committee and Review of Unaudited Interim Results The Audit Committee, composed of three independent non-executive directors, reviewed accounting policies, audit matters, and the unaudited interim results for the period - The Audit Committee comprises three independent non-executive directors: Mr. Li Kam Wing (appointed August 15, 2025), Mr. Li Yisheng, and Mr. Cao Ke[193][195] - The Committee has reviewed the accounting principles and policies adopted by the Group and discussed audit, internal control, and financial reporting matters[193][195] - The Committee has reviewed the unaudited interim results for the six months ended June 30, 2025[193][195] Important Events After the Reporting Period Post-reporting period, AIA Credit Limited granted a HKD 5 million loan, and two promissory notes totaling HKD 197,416,000 had their maturity dates extended - On July 11, 2025, subsidiary AIA Credit Limited granted a loan with a principal amount of HKD 5 million[196][198] - The maturity dates of two promissory notes with principal amounts of HKD 44,208,000 and HKD 153,208,000 were extended from January 1, 2026, to January 1, 2027[197][199] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the six months ended June 30, 2025 - During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[201][203] Share Option Scheme and Movement of the Share Options The Company's share option scheme provides incentives, with 237,000,000 outstanding options (5.81% of issued shares) and no movement during the period - The share option scheme was adopted on September 24, 2021, to provide incentives or rewards to selected eligible participants[202][204] - As of June 30, 2025, the number of shares involved in granted and outstanding share options was 237,000,000 shares, representing 5.81% of issued shares[212][213] - There was no movement in share options under the share option scheme for the six months ended June 30, 2025[219][220] - The exercise period for share options is any time from the third anniversary to the tenth anniversary of the grant date[217] Interests and Short Positions of Directors in Shares As of June 30, 2025, Mr. Zhu Min held long positions of 356,000,000 shares (8.72%) through a controlled corporation and 634,284,000 shares (15.54%) through Cybernaut International Limited Directors' Long Positions in Shares and Underlying Shares | Name of Shareholder | Nature of Interest | Number of Securities Held | Approximate Percentage of Equity (%) | | :--- | :--- | :--- | :--- | | Mr. Zhu Min | Interest in controlled corporation | 356,000,000 shares (L) | 8.72% | | Cybernaut International Limited | Beneficial owner | 634,284,000 shares (L) | 15.54% | - Cybernaut International Limited is wholly owned by Mr. Zhu Min[229] Interest Discloseable Under SFO and Substantial Shareholders As of June 30, 2025, no person, other than disclosed directors, notified the Company of disclosable interests or short positions under SFO Part XV, or direct/indirect interests of 5% or more - As of June 30, 2025, other than directors' interests, the Company had not been notified by any person of disclosable interests or short positions in shares or underlying shares under the Securities and Futures Ordinance[230][232] - Furthermore, no person held direct or indirect interests in 5% or more of the shares[230][232] Appreciation The Company extends its gratitude to shareholders, business partners, clients, and dedicated staff for their continuous support and contributions - The Company expresses its appreciation to shareholders, business partners, and clients for their continuous support[231][233] - The Company thanks its dedicated staff for their contributions to the Group's success[231][233]