国开国际投资(01062) - 2025 - 中期财报

Company Information This section provides an overview of the company's governance structure, including its board composition and key professional service providers Board of Directors and Committee Composition The company's Board of Directors comprises non-executive and independent non-executive directors, with established audit, remuneration, and nomination committees ensuring robust corporate governance. Mr. Li Yixuan was appointed as a non-executive director and committee member effective July 2, 2025 - The Board of Directors includes non-executive directors Mr. Lu Yanpo (Chairman) and Mr. Li Yixuan, along with independent non-executive directors Mr. Xian Ruimin, Mr. Zhang Yilin, and Ms. Fang Xuan[5] - Audit, Remuneration, and Nomination Committees have been established, with board members serving in these roles[5] - Mr. Li Yixuan was appointed as a non-executive director and a member of the Nomination, Audit, and Remuneration Committees effective July 2, 2025[6] Key Professional Service Providers The company disclosed information on its key professional service providers, including registered and head offices, share registrar, principal bankers, auditor, legal counsel, and investment manager - The Company Secretary is Ms. Zhu Yiyi[5] - The auditor is BDO Limited, Hong Kong[7] - The investment manager is Hua An Asset Management (Hong Kong) Company Limited[7] - The company's stock code on The Stock Exchange of Hong Kong Limited is 1062[7] Management Discussion and Analysis This section provides an in-depth analysis of the group's financial performance, liquidity, capital structure, investment portfolio, and future outlook Overall Performance The Group significantly narrowed its loss during the period, primarily due to a substantial reduction in net fair value losses on financial assets at fair value through profit or loss, despite increased general and administrative expenses Key Financial Performance Comparison for the Period | Indicator | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :--------------------------------- | :----------------------------------- | :----------------------------------- | | Loss | (11,680,000) | (124,230,000) | | Net fair value loss on financial assets at FVTPL | (4,690,000) | (124,410,000) | | General and administrative expenses | 12,260,000 | 4,060,000 | | Interest income | 5,370,000 | 960,000 | | Loss per share (HK cents) | (0.40) | (4.28) | - The Group's net assets decreased to approximately HKD 982.44 million (December 31, 2024: approximately HKD 994.13 million)[9] Liquidity, Financial Resources, and Capital Structure The Group maintains a prudent financial management strategy with no borrowings at period-end, a 0% debt-to-equity ratio, and ample cash and cash equivalents, indicating a robust financial position. The revolving loan facility with CCB Asia was terminated in September 2024 - As of June 30, 2025, the Group had no borrowings, and its debt-to-equity ratio was 0%[13] - Cash and cash equivalents amounted to approximately HKD 312.99 million (December 31, 2024: approximately HKD 317.28 million)[13] - The USD 100 million uncommitted revolving loan facility agreement with China Construction Bank (Asia) Corporation Limited was terminated on September 26, 2024[11] - Over half of the retained cash is denominated in USD and held in major banks in Hong Kong, resulting in minor foreign exchange fluctuation risk[13] Pledged Assets, Capital Commitments, and Contingent Liabilities As of the reporting period end, the Group had no pledged assets, significant capital commitments, or contingent liabilities, nor was it involved in any material litigation or arbitration - As of June 30, 2025, the Group had no pledged assets, significant capital commitments, or material contingent liabilities[15] - The Group was not involved in any material litigation or arbitration, nor were there any outstanding or threatened material lawsuits or claims against it[15] Significant Acquisitions and Disposals of Subsidiaries, Associates, and Joint Ventures During the period, the company did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - During the period, the company had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures[16] Events After Reporting Period The Board found no material disclosable events occurring after the end of the period and up to the date of this report - The Directors are unaware of any material disclosable events occurring after the period and up to the date of this report[17] Investment Portfolio Review The Group's investment portfolio spans logistics infrastructure, supply chain services, advanced manufacturing, and new energy sectors, with detailed reviews of unlisted and listed investments, including market value changes and strategic developments Overview of Key Investment Portfolio (as of June 30, 2025) | Investment Item | Cost/Carrying Value (HKD) | Market Value/Carrying Value (HKD) | % of Total Group Assets (%) | Unrealized Gain/(Loss) Recognized in the Period (HKD) | | :------- | :--------------------- | :------------------- | :------------------------- | :----------------------------------- | | Bihua Ventures | 194,987,520 | 86,706,118 | 8.7 | (653,108) | | Meicai | 200,460,000 | 267,496,320 | 26.8 | (11,932,440) | | G7 Connect Inc | 195,000,000 | 222,175,980 | 22.2 | (928,980) | | J&T Express | 153,260,180 | 90,305,227 | 9.0 | 8,657,581 | | Best Inc. | – | – | 0 | 168,043 (Disposed) | Unlisted Investment Review The Group continues to seek high-quality investment opportunities in logistics infrastructure and supply chain services, with a detailed review of Meicai and G7 Connect Inc's business development and financial performance - The company is committed to identifying and developing high-quality investment opportunities, having established an investment presence in logistics infrastructure, supply chain services, advanced manufacturing, and new energy sectors[20] - Meicai maintains stable development in the catering supply chain sector by optimizing business structure, improving organizational networks, and enhancing synergy, with continuously improving financial performance and achieving break-even[22] - G7 Connect Inc, a technology leader in China's logistics industry, is actively integrating R&D and sales teams and expanding its product portfolio to address the challenges of a slow recovery in China's logistics sector[24] Listed Investment Review The Group reviewed its listed investments, including J&T Express's listing performance and outlook, Best Inc.'s privatization completion, and Jinko Technology's business performance held by Bihua Ventures - J&T Express was officially listed on the Hong Kong Stock Exchange on October 27, 2023, with the Group directly holding 13,319,355 Class B ordinary shares, representing approximately 0.15% of its issued share capital[26][27] - Best Inc. completed its privatization on March 10, 2025, with the Group receiving approximately USD 0.478 million in consideration on March 11, 2025, and no longer holding any of Best Inc.'s issued share capital[29][18] - Bihua Ventures directly holds approximately 1.00% equity in Jinko Power Technology Co., Ltd., whose business revenue performance is similar to the prior year, with expected performance meeting expectations in the second half[30] Employees The company's employee count increased, leading to higher total staff costs, with compensation determined by market levels, individual qualifications, and performance, alongside training provisions - As of June 30, 2025, the company had 9 employees (June 30, 2024: 6 employees)[32] Total Staff Costs Comparison | Indicator | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :--- | :----------------------------------- | :----------------------------------- | | Total Staff Costs | 3,530,000 | 3,130,000 | - The company determines employee remuneration based on current market salary levels, individual qualifications, and performance, and provides training[32] Gearing Ratio The Group maintains a robust financial position with no outstanding bank borrowings, a high current ratio, and a low total liabilities-to-total assets ratio - As of June 30, 2025, the Group had no outstanding bank borrowings[33] Gearing Ratio Comparison | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :------------ | :------------- | | Current Ratio | 2,427% | 2,285% | | Total Liabilities to Total Assets Ratio | 1.74% | 2.28% | Exchange Rate Risk The Group faces minor exchange rate risk as over half of its retained cash is USD-denominated, currently without a foreign currency hedging policy but under close monitoring - The Group has no significant exchange rate risk as over half of its retained cash is denominated in USD and held in major banks in Hong Kong[34] - The Group currently has no foreign currency hedging policy for foreign currency transactions, assets, and liabilities, but closely monitors its foreign exchange risk[34] Future Outlook The company will continue to seek high-quality investment opportunities, particularly in logistics, advanced manufacturing, and new energy, leveraging China Development Bank resources to enhance profitability through diversified investments and strengthened risk management - The company is committed to identifying and developing high-quality investment opportunities, having established an investment presence in logistics infrastructure, supply chain services, advanced manufacturing, and new energy sectors[35] - The company will actively leverage China Development Bank's resources in logistics infrastructure and credit to help investee companies continuously improve efficiency and expand business opportunities[35] - The Group will seek opportunities to enhance portfolio profitability through continuous diversified investments in various segments, such as logistics, information technology, advanced manufacturing, healthcare, new energy, and energy conservation and environmental protection[35] - Management will continue to enhance operational capabilities by strengthening communication and comprehensively reinforcing risk management to navigate the evolving global political and economic environment[36] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's loss for the six months ended June 30, 2025, significantly narrowed, primarily due to a substantial reduction in net fair value losses on financial assets at fair value through profit or loss, despite increased general and administrative expenses Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :--------------------------------- | :----------------------------------- | :----------------------------------- | | Net fair value loss on financial assets at FVTPL | (4,688,904) | (124,407,119) | | Realized gain on disposal of financial assets at FVTPL | 129,363 | – | | General and administrative expenses | (12,257,082) | (4,062,310) | | Finance income | 5,372,132 | 958,654 | | Loss before income tax | (11,681,951) | (124,225,697) | | Loss and total comprehensive expense attributable to owners of the company for the period | (11,681,951) | (124,225,697) | | Basic and diluted loss per share (HK cents) | (0.40) | (4.28) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets and total equity slightly decreased, but total liabilities remained low, indicating a stable financial position Summary of Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :------------------- | :--------------------- | :--------------------- | | Total Assets | 999,828,909 | 1,017,339,527 | | Non-current Assets | 686,762,064 | 700,058,544 | | Current Assets | 313,066,845 | 317,280,983 | | Total Equity attributable to owners of the company | 982,444,081 | 994,126,032 | | Total Liabilities | 17,384,828 | 23,213,495 | | Non-current Liabilities | 4,486,918 | 9,327,461 | | Current Liabilities | 12,897,910 | 13,886,034 | - Financial assets at fair value through profit or loss amounted to HKD 666,683,645 (December 31, 2024: HKD 674,968,841)[39] - Cash and cash equivalents were HKD 312,985,845 (December 31, 2024: HKD 317,280,983)[39] Condensed Consolidated Statement of Changes in Equity The decrease in total equity during the period primarily reflects the loss attributable to owners of the company, while share capital and share premium remained unchanged Summary of Condensed Consolidated Statement of Changes in Equity | Indicator | January 1, 2025 (HKD) | Loss for the period (HKD) | June 30, 2025 (HKD) | | :--- | :------------------- | :---------------- | :------------------- | | Share Capital | 29,022,154 | – | 29,022,154 | | Share Premium | 1,043,800,995 | – | 1,043,800,995 | | Accumulated Losses | (461,848,275) | (11,681,951) | (473,530,226) | | Total | 994,126,032 | (11,681,951) | 982,444,081 | - The loss for the period was HKD (11,681,951), leading to an increase in accumulated losses[42] Condensed Consolidated Statement of Cash Flows The Group experienced a net decrease in cash and cash equivalents during the period, primarily due to cash outflows from operating and financing activities, partially offset by cash inflows from investing activities Summary of Condensed Consolidated Statement of Cash Flows | Cash Flow Category | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :------------- | :----------------------------------- | :----------------------------------- | | Net cash used in operating activities | (8,199,686) | (7,569,178) | | Net cash generated from investing activities | 9,097,787 | 958,654 | | Net cash used in financing activities | (5,193,239) | – | | Net decrease in cash and cash equivalents | (4,295,138) | (6,610,524) | | Cash and cash equivalents at end of period | 312,985,845 | 79,840,960 | - Net cash generated from investing activities significantly increased, primarily from interest received on bank deposits and proceeds from the disposal of financial assets at fair value through profit or loss[44] Notes to the Condensed Consolidated Financial Statements This section provides detailed notes on the basis of preparation, accounting policies, financial risk management, key estimates, segment information, and other financial disclosures General Information The company is an investment holding company incorporated in the Cayman Islands and listed on the HKEX, with China Development Bank as its ultimate controlling entity, primarily aiming for capital appreciation through investments - CDB International Investment Corporation Limited is a limited company incorporated in the Cayman Islands, with its shares listed on The Stock Exchange of Hong Kong Limited[45] - The company's ultimate controlling entity is China Development Bank, a state-owned policy bank established in the People's Republic of China on March 17, 1994[45] - The Group's principal business is to achieve medium to long-term capital appreciation of its assets primarily through investments in money market securities, and equity and debt-related securities of listed and unlisted entities globally[45] Basis of Preparation The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA, involving key accounting estimates and judgments - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[47] - The preparation of condensed consolidated financial statements requires the use of certain key accounting estimates, and management also needs to make judgments when applying the Group's accounting policies[47] Accounting Policies The accounting policies applied by the Group are consistent with those used in the prior year's financial statements, and new and amended standards adopted for the first time in this interim period had no significant impact on the financial statements - The accounting policies applied are consistent with those applied in the annual financial statements for the year ended December 31, 2024[49] - The first-time application of HKAS 21 and HKFRS 1 (Amendments) "Lack of Exchangeability" in this interim period had no significant impact on the amounts reported and/or disclosures in the condensed consolidated financial statements[50] - Standards issued but not yet applied by the Group are not expected to have a significant impact on the Group's accounting policies[51] Financial Risk Management The Group faces market, credit, and liquidity risks, with detailed disclosures on fair value estimates of financial instruments, particularly valuation techniques, unobservable inputs, and sensitivity analysis for Level 3 instruments - The Group's business activities expose it to various financial risks: market risk (including currency risk and price risk), credit risk, and liquidity risk[52] - Contractual undiscounted cash outflows for financial liabilities showed no significant change compared to the year-end date of December 31, 2024[54] Reconciliation of Changes in Fair Value Measurements for Level 3 Financial Assets | Indicator | Financial Assets at Fair Value Through Profit or Loss (HKD) | | :--------------------------------- | :----------------------------------- | | At January 1, 2024 | 832,249,286 | | Total gains or losses recognized in profit or loss (fair value changes) | (67,018,822) | | Derecognition | (152,598,500) | | At June 30, 2024 (unaudited) | 612,631,964 | | At January 1, 2025 | 589,892,946 | | Total gains or losses recognized in profit or loss (fair value changes) | (13,514,528) | | At June 30, 2025 (unaudited) | 576,378,418 | - Fair value estimates for Level 3 financial assets use discounted net asset value or option pricing models, with sensitivity analysis performed on unobservable inputs such as volatility and risk-free rates[57][59] Critical Accounting Estimates and Judgements The Group's valuation of financial instruments at fair value through profit or loss for financial reporting involves significant accounting estimates and judgments, with assistance from third-party qualified valuers - The Group makes estimates and assumptions about the future, and accounting estimates rarely equate to actual circumstances[65] - For financial reporting, the Group selects appropriate valuation techniques for financial instruments measured at fair value through profit or loss and appoints third-party qualified valuers when Level 1 inputs are unavailable[67] Segment Information The Group recognizes only one operating segment, investment holding, with its principal place of business and non-current assets (excluding financial assets) located in Hong Kong - The Group recognizes only one operating segment, investment holding, and does not disclose separate segment information[68] - The Group's country of domicile is Hong Kong, which is also the location of its principal place of business[69] - The Group's non-current assets (excluding financial assets) are located in Hong Kong, and all revenue is derived from the Group's operations in Hong Kong[70] Income Tax Expense No Hong Kong profits tax provision was made for the period due to no taxable profits; however, gains from disposing of investments in mainland China are subject to a 10% withholding tax - No provision for Hong Kong profits tax has been made in the condensed consolidated financial statements as the Group did not generate any assessable profits in Hong Kong during both periods[72] - Under the PRC Enterprise Income Tax Law, a 10% withholding tax is payable on gains from the disposal of investments in mainland China[73] Expenses by Nature Total general and administrative expenses significantly increased during the period, primarily due to growth in depreciation of right-of-use assets, employee benefit expenses, and other expenses Comparison of Total General and Administrative Expenses | Expense Category | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :--------- | :----------------------------------- | :----------------------------------- | | Employee benefit expenses | 3,527,613 | 3,125,846 | | Depreciation of right-of-use assets | 4,959,784 | – | | Auditor's remuneration | 184,500 | 180,000 | | Investment management fees | 100,000 | 95,200 | | Legal and professional fees | 278,214 | 139,281 | | Others | 3,206,971 | 521,983 | | Total | 12,257,082 | 4,062,310 | Dividends For the six months ended June 30, 2025, the company neither declared nor proposed any dividends - No dividends were declared or proposed for the six months ended June 30, 2025 (June 30, 2024: Nil)[76] Loss Per Share Basic and diluted loss per share for the period was HKD 0.40 cents, a significant narrowing from the prior year, with no potential dilutive ordinary shares Summary of Loss Per Share Calculation | Indicator | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :--------------------------------- | :----------------------------------- | :----------------------------------- | | Loss attributable to owners of the company | (11,681,951) | (124,225,697) | | Weighted average number of ordinary shares in issue during the period | 2,902,215,360 | 2,902,215,360 | | Basic and diluted loss per share (HK cents) | (0.40) | (4.28) | - No diluted adjustment was made to the loss per share amounts presented for the periods ended June 30, 2025, and 2024, as the Group had no potential dilutive ordinary shares during these periods[77] Financial Assets at Fair Value Through Profit or Loss The Group's total financial assets at fair value through profit or loss slightly decreased, with detailed disclosures on investments in Bihua Ventures (holding Jinko Technology), Meicai, G7 Connect Inc, and J&T Express, including fair value changes and significant business developments Total Financial Assets at Fair Value Through Profit or Loss | Indicator | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :------------------- | :--------------------- | | Total | 666,683,645 | 674,968,841 | - Bihua Ventures holds approximately 1% equity in Jinko Technology, and approximately HKD 208 million was recovered during the period through the disposal of Jinko Technology shares[80][18] - Best Inc. completed its privatization on March 10, 2025, and the Group no longer holds its shares, recording a realized gain of approximately HKD 0.129 million[83] - The Group holds 34,441,169 convertible preference shares in Meicai, with a fair value of approximately HKD 267.50 million, and possesses redemption rights[84][83] - The Group holds 1,986,008 convertible preference shares in G7 Connect Inc, with a fair value of approximately HKD 222.18 million, and possesses redemption rights[85] - The Group directly holds 13,319,355 Class B ordinary shares in J&T Express, with a fair value of approximately HKD 90.31 million[89] Cash and Cash Equivalents The Group's total cash and cash equivalents slightly decreased, primarily denominated in USD and HKD, with most being bank deposits maturing within three months Composition of Cash and Cash Equivalents | Category | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :------------------- | :--------------------- | | Bank and cash on hand | 22,179,945 | 22,324,520 | | Bank deposits maturing within three months from deposit date | 290,805,900 | 294,956,463 | | Total | 312,985,845 | 317,280,983 | Currency Distribution of Cash and Cash Equivalents | Currency | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :------------------- | :--------------------- | | USD | 105,070,192 | 99,543,035 | | HKD | 207,902,945 | 217,725,036 | | RMB | 12,708 | 12,912 | Leases The Group's office lease contracts continue, with changes in the carrying amounts of right-of-use assets and lease liabilities, and related depreciation and interest expenses recognized in profit or loss - The Group has entered into office lease contracts, with the operating office lease commencing on October 1, 2024, and ending on November 30, 2026[91] Carrying Amounts of Right-of-Use Assets and Lease Liabilities | Indicator | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :------------------- | :--------------------- | | Carrying amount of right-of-use assets | 14,052,723 | 19,012,507 | | Carrying amount of lease liabilities | 14,268,703 | 19,109,246 | Amounts Recognized in Profit or Loss Related to Leases | Item | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :--- | :----------------------------------- | :----------------------------------- | | Interest on lease liabilities | 352,696 | 213,467 | | Depreciation expense of right-of-use assets | 4,959,784 | 2,479,892 | | Expense relating to short-term leases | 247,150 | 139,440 | | Total recognized in profit or loss | 5,559,630 | 2,832,799 | Other Payables and Accrued Expenses Other payables and accrued expenses primarily consist of accrued general and administrative expenses, which decreased during the period Other Payables and Accrued Expenses | Item | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :------------------- | :--------------------- | | Accrued general and administrative expenses | 3,116,125 | 4,104,249 | Share Capital The number and par value of the company's issued and fully paid ordinary shares remained unchanged during the period Issued and Fully Paid Ordinary Shares | Indicator | Number of Shares | Par Value of Ordinary Shares (HKD) | | :--- | :--------- | :---------------- | | As of June 30, 2025 | 2,902,215,360 | 29,022,154 | Related Party Transactions The Group has a loan facility agreement with its direct holding company, CDB International Holdings, which remains undrawn, and disclosed key management personnel compensation - The company entered into a term loan facility agreement with its direct holding company, CDB International Holdings, for up to USD 100,000,000, with no portion of the facility drawn as of June 30, 2025[95] Key Management Personnel Compensation | Compensation Category | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :------- | :----------------------------------- | :----------------------------------- | | Short-term benefits | 1,596,746 | 1,731,221 | | Post-employment benefits | 79,837 | 178,814 | | Total | 1,676,583 | 1,910,035 | Events After Reporting Date The Board found no material disclosable events occurring after June 30, 2025, and up to the date of this report - The Directors are unaware of any material disclosable events occurring after June 30, 2025, and up to the date of this report[98] Net Asset Value Per Share As of June 30, 2025, the company's net asset value per share was HKD 0.34, consistent with the previous year-end Net Asset Value Per Share | Indicator | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :------------------- | :--------------------- | | Net Asset Value Per Share | 0.34 | 0.34 | - Net asset value per share is calculated based on the condensed consolidated net assets of HKD 982,444,081 as of June 30, 2025, and 2,902,215,360 ordinary shares in issue as of June 30, 2025[99] Review Report on Interim Financial Information Independent auditor BDO Limited, Hong Kong, reviewed the Group's condensed interim financial statements and found no matters indicating non-preparation in accordance with HKAS 34 - The auditor conducted the review in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity"[102] - The scope of a review is substantially less than an audit conducted in accordance with Hong Kong Standards on Auditing, thus it does not enable the auditor to obtain assurance that all significant matters that might be identified in an audit will be known, and therefore no audit opinion is expressed[102] - Based on the review, the auditor found no matters that cause them to believe the condensed consolidated interim financial statements are not prepared, in all material respects, in accordance with HKAS 34[103] Other Information This section covers disclosures regarding directors' and substantial shareholders' interests, share option schemes, interim dividends, committee compositions, corporate governance, and changes in director information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures As of June 30, 2025, no directors, chief executive, or their associates held disclosable interests or short positions in the company's or its associated corporations' shares, underlying shares, or debentures - As of June 30, 2025, no directors or chief executive of the company, or their respective associates, had any interests or short positions in the shares, underlying shares, or debentures of the company or any of its associated corporations that were required to be recorded in the register kept under Section 352 of the Securities and Futures Ordinance or notified to the company and the Stock Exchange under the Model Code set out in Appendix C3 of the Listing Rules[105] Substantial Shareholders' Interests and Short Positions in Shares, Underlying Shares, and Debentures The company disclosed substantial shareholders' long positions in shares and underlying shares, with China Development Bank and its subsidiaries holding approximately 66.16% interest, and Mr. Liu Tong and his wholly-owned Yuming Investment Limited holding approximately 5.64% interest Substantial Shareholders' Long Positions in the Company's Shares and Underlying Shares | Shareholder Name | Nature of Interest | Number of Issued Shares Held | Approximate Percentage of Issued Share Capital (%) | | :----------- | :------- | :----------------------- | :------------------------- | | China Development Bank | Corporate interest | 1,920,000,000 | 66.16 | | CDB Financial Co., Ltd. | Corporate interest | 1,920,000,000 | 66.16 | | CDB International Holdings | Corporate interest | 1,920,000,000 | 66.16 | | Mr. Liu Tong | Corporate interest | 163,702,560 | 5.64 | | Yuming Investment Limited | Corporate interest | 163,702,560 | 5.64 | - CDB International Holdings is a wholly-owned subsidiary of CDB Financial Co., Ltd., which is a wholly-owned subsidiary of China Development Bank; thus, China Development Bank and CDB Financial Co., Ltd. are deemed to have interests in the same percentage of shares held by CDB International Holdings[107] - Yuming Investment Limited is beneficially and wholly owned by Mr. Liu Tong; thus, Mr. Liu Tong is deemed to have an interest in the same percentage of shares held by Yuming[107] Share Option Scheme The company had no share option scheme during the period, nor did any directors or chief executive possess or exercise any rights to subscribe for company securities - The company had no share option scheme during the period[109] - During the period, no directors or chief executive of the company, or their respective associates, had any rights to subscribe for securities of the company or its associated corporations, nor had any such rights been exercised[109] Interim Dividend The Board does not recommend the payment of an interim dividend for the period - The Directors do not recommend the payment of an interim dividend for the period (June 30, 2024: Nil)[110] Audit Committee The Audit Committee comprises four non-executive directors, chaired by independent non-executive director Mr. Zhang Yilin, responsible for reviewing financial reporting, internal controls, and risk management, and has reviewed the interim results for the period - The Audit Committee comprises four members: Mr. Lu Yanpo, Mr. Zhang Yilin, Mr. Xian Ruimin, and Ms. Fang Xuan, all of whom are non-executive directors[111] - The Chairman of the Audit Committee is Mr. Zhang Yilin, an independent non-executive director of the company[111] - The Audit Committee has reviewed the Group's interim results announcement and interim report for the period, including the unaudited condensed consolidated interim financial information[111] Remuneration Committee The Remuneration Committee comprises four members, mostly independent non-executive directors, chaired by Mr. Xian Ruimin, advising the Board on remuneration policies and structures for directors and senior management - The Remuneration Committee comprises four members: Mr. Lu Yanpo, Mr. Xian Ruimin, Ms. Fang Xuan, and Mr. Zhang Yilin, with the majority being independent non-executive directors[112] - The Chairman of the Remuneration Committee is Mr. Xian Ruimin, an independent non-executive director of the company[112] - The Remuneration Committee advises the Board on the overall remuneration policy and structure for the Group's directors and senior management[112] Nomination Committee The Nomination Committee comprises three members, mostly independent non-executive directors, chaired by Board Chairman Mr. Lu Yanpo, responsible for reviewing board structure and proposing changes, and has adopted a board diversity policy - The Nomination Committee comprises three members: Mr. Lu Yanpo, Ms. Fang Xuan, and Mr. Zhang Yilin, with the majority being independent non-executive directors[113] - The Chairman of the Nomination Committee is Mr. Lu Yanpo, the Chairman of the Board[113] - The Nomination Committee reviews the structure, size, and composition (including skills, knowledge, and experience) of the Board at least annually and makes recommendations on any proposed changes to the Board to complement the company's strategy[113] - The Board adopted a Board Diversity Policy in 2013[113] Purchase, Sale or Redemption of Shares During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[114] Compliance with Corporate Governance Code The company complied with all code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules during the period, except for the absence of executive directors, for which the company is actively seeking candidates - The company has complied with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the period[115] - A deviation from Code Provision B.1 of Part 2 of the Corporate Governance Code exists as the Board has no executive directors, and the company is actively seeking suitable candidates to fill the vacancy[115] Compliance with Model Code for Securities Transactions by Directors The company's directors confirmed compliance with the required standards set out in the Model Code throughout the period - Following specific enquiries by the company, the Directors confirmed their compliance with the required standards set out in the Model Code throughout the period[116] Changes in Information of Directors and Chief Executive Officer under Rule 13.51B(1) of the Listing Rules The company disclosed the appointments of Mr. Jiang Qi as CEO and Mr. Li Yixuan as a non-executive director, along with Ms. Fang Xuan's change in role as an independent non-executive director for another company - Mr. Jiang Qi was appointed as the company's Chief Executive Officer effective June 6, 2025, possessing over 23 years of experience in loan management, administrative management, risk management, and investment management[118] - Mr. Li Yixuan was appointed as a non-executive director of the company effective July 2, 2025, and serves as a member of the Nomination, Audit, and Remuneration Committees, with over 20 years of relevant management experience[118] - Ms. Fang Xuan has served as an independent non-executive director of China Travel International Investment Hong Kong Limited since March 26, 2025[119] Acknowledgements The Board extends sincere gratitude to external professionals, fellow directors, company staff, and shareholders for their professional services, valuable contributions, diligence, and hard work during the period - The Board extends its sincere gratitude to external professionals for their professional services provided to the Group during the period[122] - The Board thanks all directors for their valuable contributions and the company's staff for their diligence and hard work during the period[122] - The Board expresses its sincere appreciation to the company's shareholders for their support of the Group[122]