绿心集团(00094) - 2025 - 中期财报

Company Information This section provides essential company details, including board composition, contact information, and auditor details Board of Directors and Committees This section lists the company's board members (executive, non-executive, and independent non-executive directors) and the composition of the Audit, Remuneration, and Nomination Committees - The Board of Directors comprises Cheng Chi Him (Non-executive Chairman), Ting Wai Chuen (Chief Executive Officer, Executive Director), Lau Ho Chi, Li Kwok Hang, Sun Chung Yan (Non-executive Directors), Wong Man Chung, Cheung Pak To, and To Chun Wai (Independent Non-executive Directors)[4] - Wong Man Chung chairs the Audit Committee and Remuneration Committee, while To Chun Wai chairs the Nomination Committee[4] Company Basic Information This section provides the company's basic registration information, contact details, stock code, auditor, principal bankers, and share registrar - The Company Secretary is Fung Ka Man, and the authorized representatives are Ting Wai Chuen and Fung Ka Man[4] - The registered office is in Bermuda, and the principal place of business in Hong Kong is located at Fortis Tower, Gloucester Road, Wan Chai, Hong Kong[4] - The stock code is 94, and the independent auditor is Deloitte Touche Tohmatsu[4] - The company website is http://www.greenheartgroup.com, and the investor relations email is ir@greenheartgroup.com[5] Chairman's Statement The Chairman's Statement highlights strategic steps taken in H1 2025, including the disposal of loss-making Suriname operations and a rights issue, to improve financial health and focus on New Zealand operations Overall Performance Overview The Chairman's Statement indicates that the Group took significant strategic steps in H1 2025, including the disposal of loss-making Suriname operations and a rights issue, to improve financial position and concentrate resources on New Zealand operations - The Group disposed of most of its loss-making Suriname operations in H1 2025 to focus resources on New Zealand operations[6] - A rights issue was completed in August, raising net proceeds of approximately HK$31.8 million, improving working capital[6] New Zealand Segment Performance The New Zealand segment saw revenue growth during the period, driven by recently acquired harvesting rights, and recorded fair value gains on plantation assets despite volatile market conditions impacting gross margins - The New Zealand segment recorded revenue of approximately HK$20.632 million during the period, a 10.3% increase from the same period last year[7] - Declining softwood log prices in the China market impacted gross margin during the period[7] - Plantation assets recorded a fair value gain of HK$22.727 million during the period, primarily reflecting tree growth[7] Disposal of Suriname Segment The Group disposed of most of its severely loss-making subsidiaries in Suriname in March 2025, resulting in a gain on disposal but a net loss due to derecognition of negative non-controlling interests - On March 28, 2025, the Group disposed of most of its severely loss-making subsidiaries in Suriname[8] - The disposal resulted in a gain on disposal of HK$1.458 million, but a net loss of HK$82.506 million due to the write-off of negative non-controlling interests of the non-wholly owned Suriname subsidiaries[8] - Following the disposal, the Group will no longer bear significant fixed overhead costs from the Suriname segment[8] Outlook and Strategy Facing global timber industry challenges and financial constraints, the Group will adjust its strategy to focus on acquiring mature forest harvesting rights for short-term harvesting and actively explore funding methods to support reinvestment - The Group's largest plantation asset is currently in a regrowth phase, not generating revenue until after 2028, incurring high holding costs during this period[9] - The Group has adjusted its strategy to acquire mature forest harvesting rights that can be harvested in the short term to address uneven timber flow[9] - Actively exploring fundraising methods, including converting non-current assets into cash for reinvestment, prioritizing the acquisition of short-term harvesting rights for mature trees[9] Acknowledgements The Chairman, on behalf of the Board, thanks shareholders, business partners, stakeholders, management, and employees for their support and efforts, committing to enhancing long-term shareholder value in a challenging market - The Board sincerely thanks shareholders, business partners, and stakeholders for their continued support[10] - Appreciation is extended to the management team and employees for their tireless efforts and perseverance during challenging times[10] - The Group remains committed to maintaining operational efficiency and financial discipline while exploring strategic opportunities to enhance long-term shareholder value[10] Management Discussion and Analysis This section provides a detailed review of the Group's financial performance, liquidity, and future outlook, highlighting key drivers and strategic responses Business Review The Group's unaudited net loss for the period decreased, primarily due to fair value gains on New Zealand plantation assets, although the discontinued Suriname operations negatively impacted the loss. Revenue and gross profit from continuing operations (New Zealand segment) both increased - The unaudited net loss from continuing and discontinued operations for the period decreased to HK$97.598 million (2024: HK$113.273 million)[12] - The reduction in net loss was mainly due to the net effect of a fair value gain of HK$22.727 million on New Zealand plantation assets and a negative impact of HK$82.506 million from the disposal of Suriname subsidiaries[12] Discontinued Operations - Suriname Segment - The Suriname segment recorded negative results for many years, with a significant decline in asset value[13] - The Group disposed of most of its loss-making subsidiaries in Suriname during the period and ceased its Suriname operations[13] - The loss from discontinued operations for the period was HK$90.223 million (2024: HK$34.444 million, restated)[13] Continuing Operations - Revenue: Total revenue from the New Zealand segment increased by 10.3% to HK$20.632 million compared to the same period last year, mainly due to a 12.8% increase in sales volume of New Zealand Radiata Pine and a 2.6% increase in average export selling price to US$80 per cubic meter[14] - Gross Profit: Gross profit was HK$1.933 million (2024: HK$0.844 million), with a gross margin of 9.4% (2024: 4.5%), benefiting from lower operating costs due to the depreciation of the New Zealand dollar[15] - Fair Value Gain on Plantation Assets: HK$22.727 million (2024: loss of HK$70.285 million), primarily from tree growth of the largest plantation asset[19] - Selling and Distribution Costs: Remained at HK$2.775 million (2024: HK$2.748 million), a net effect of increased sales volume and New Zealand dollar depreciation[20] - Administrative Expenses: Remained at HK$15.798 million (2024: HK$15.846 million)[21] - Finance Costs: Slightly decreased by 1.6% or HK$0.127 million, mainly due to a general decrease in interest rates and the net effect of increased loans from a fellow subsidiary[22] - EBITDA: HK$11.146 million (2024: EBITDA loss of HK$79.128 million), primarily due to the fair value gain on New Zealand plantation assets[24] - Loss for the Period Attributable to Owners of the Company: HK$7.375 million (2024: HK$78.829 million, restated)[25] Liquidity and Financial Review The Group had net current liabilities of HK$3.439 million, but the Board believes several measures have been taken to ensure sufficient working capital. The gearing ratio increased, and the Group closely monitors exchange rate risk and complies with bank loan covenants Liquidity and Liabilities (as at June 30) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Current Assets | 41,014 | 44,928 | | Current Liabilities | 44,453 | 37,495 | | Net Current (Liabilities) Assets | (3,439) | 7,433 | - The gearing ratio (calculated as outstanding borrowings as a percentage of equity attributable to owners of the Company) was 92.3% (December 31, 2024: 72.9%)[26] - The Board believes the Group will have sufficient working capital, having taken measures including the disposal of Suriname operations, commitments for loans from a fellow subsidiary, rights issue fundraising, increased loans from a fellow subsidiary, considering disposal of non-current assets, and implementing cost controls[27][51][55] - Most of the Group's sales are denominated in USD, and major costs are in USD, with some New Zealand segment operations denominated in NZD, thus exchange rate risk will be closely monitored[27] - All financial covenants related to bank loan facilities were complied with during the period[28] Prospects The New Zealand softwood log market is expected to remain challenging in H2 2025; although China market prices have slightly recovered, high port inventories and weak real estate demand pose risks. The Group will focus on operational efficiency, cost control, and acquiring short-term harvesting rights - The New Zealand softwood log market may remain challenging in H2 2025, although minor improvements show cautious signs of recovery[29] - Cost and freight prices for China A-grade benchmark logs slightly increased, but China port inventories rose by 10% in July to approximately 4.0 million cubic meters, with continued weak demand from the China housing and property development sector[29] - The Group expects cost and freight prices for the remainder of 2025 to range between US$108 and US$118 per JAS cubic meter, with potential for an upward trend by the end of Q4[30] - The Group will continue to prioritize improving operational efficiency, strict cost control, and securing more short-term harvesting rights to strengthen cash flow[30] Pledge of Assets The Group's bank loan facilities are secured by various assets, including properties of selected group companies, forest land and plantation assets in New Zealand, and pledged bank deposits - Bank loan facilities are secured by the following: all existing and subsequently acquired properties of selected group companies[33] - Fixed charges include forest land (located in New Zealand) with a carrying amount of approximately HK$143.872 million and plantation assets (located in New Zealand) with a carrying amount of approximately HK$318.060 million[33] - Pledged bank deposits with a carrying amount of approximately HK$2.377 million[33] Interim Dividend The Board has decided not to declare any interim dividend for the six months ended June 30, 2025 - The Board has resolved not to recommend the declaration of any dividend for the six months ended June 30, 2025[31] Capital Expenditure Capital expenditure during the period primarily focused on investments in property, plant, and equipment, amounting to approximately HK$0.367 million - During the period, the Group's capital expenditure on investment properties, plant, and equipment was approximately HK$0.367 million[32] Business Acquisitions and Disposals Aside from the disposal of discontinued operations (Suriname segment), the Group did not undertake any other significant business acquisitions or disposals during the period - Except as disclosed in Note 11 to the unaudited condensed consolidated interim financial statements, the Group did not undertake any other significant business acquisitions or disposals during the period[34] Contingent Liabilities As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities - As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities[35] Events After Reporting Period Details of significant events occurring after the reporting period are disclosed in Note 22 to the condensed consolidated interim financial statements - Details of significant events occurring after the reporting period for the Group are set out in Note 22 to the unaudited condensed consolidated interim financial statements[36] Employees and Remuneration Policy The Group's total number of employees significantly decreased, leading to a corresponding reduction in employee costs. Remuneration policy includes salaries, discretionary bonuses, and medical and retirement benefit plans - As of June 30, 2025, the Group had a total of 19 employees (December 31, 2024: 125 employees)[37] - Employee costs for the six months ended June 30, 2025, were approximately HK$10.756 million (2024: HK$15.439 million)[37] - Employee remuneration includes salaries and discretionary bonuses based on the Group's performance and individual performance, along with medical and retirement benefit plans[37] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's financial performance, showing a reduced net loss primarily due to fair value gains on plantation assets and a positive shift in other comprehensive income from foreign currency translation differences Profit or Loss and Comprehensive Income Overview The Group's net loss for the period decreased, mainly due to the positive impact of fair value gains on plantation assets in continuing operations, despite a significant loss from discontinued operations. Other comprehensive income turned positive due to exchange differences on foreign operations Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (for the six months ended June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000, restated) | | :--- | :--- | :--- | | Continuing Operations | | | | Revenue | 20,632 | 18,698 | | Cost of sales and services | (18,699) | (17,854) | | Gross profit | 1,933 | 844 | | Fair value gain (loss) on plantation assets | 22,727 | (70,285) | | Loss before tax | (3,321) | (95,108) | | Loss for the period from continuing operations | (7,375) | (78,829) | | Discontinued Operations | | | | Loss for the period from discontinued operations | (90,223) | (34,444) | | Loss for the period | (97,598) | (113,273) | | Other Comprehensive Income (Expense) | | | | Exchange differences on translation of foreign operations | 22,938 | (5,936) | | Total comprehensive expense for the period | (74,660) | (119,209) | | Loss Per Share (HK$) | | | | From continuing and discontinued operations (Basic) | (0.059) | (0.045) | | From continuing operations (Basic) | (0.004) | (0.038) | Condensed Consolidated Statement of Financial Position This statement provides a snapshot of the Group's assets, liabilities, and equity, showing an increase in total assets and equity, primarily driven by fair value gains on plantation assets, alongside a shift to net current liabilities Assets and Liabilities Overview The Group's total assets and total equity both increased, mainly due to the increase in the fair value of plantation assets. In terms of liquidity, the Group shifted from net current assets to net current liabilities, with a high proportion of related party loans in non-current liabilities Condensed Consolidated Statement of Financial Position (as at June 30) | Indicator | June 30, 2025 (HK$'000, unaudited) | December 31, 2024 (HK$'000, audited) | | :--- | :--- | :--- | | Non-current Assets | | | | Property, plant and equipment | 251,488 | 239,877 | | Plantation assets | 318,060 | 295,750 | | Current Assets | 41,014 | 44,928 | | Bank balances and cash | 22,159 | 19,508 | | Current Liabilities | 44,453 | 37,495 | | Net current (liabilities) assets | (3,439) | 7,433 | | Total assets less current liabilities | 586,497 | 572,019 | | Non-current Liabilities | 486,975 | 481,801 | | Loans from immediate holding company | 214,339 | 210,667 | | Loans from a fellow subsidiary | 211,115 | 191,863 | | Net Assets | 99,522 | 90,218 | | Total Equity | 99,522 | 90,218 | Condensed Consolidated Statement of Changes in Equity This statement outlines the changes in the Group's total equity, which increased despite a recorded loss, positively impacted by exchange differences from foreign operations and significant changes in non-controlling interests due to subsidiary disposal Changes in Equity Overview Total equity increased during the period; despite recording a loss, exchange differences from the translation of foreign operations had a positive impact, and the disposal of subsidiaries led to significant changes in non-controlling interests Condensed Consolidated Statement of Changes in Equity (for the six months ended June 30, 2025) | Indicator | June 30, 2025 (HK$'000, unaudited) | June 30, 2024 (HK$'000, unaudited) | | :--- | :--- | :--- | | Total equity at beginning of period | 90,218 | 287,054 | | Loss for the period | (97,598) | (113,273) | | Exchange differences on translation of foreign operations | 22,938 | (5,936) | | Total comprehensive income (expense) for the period | (74,660) | (119,209) | | Disposal of subsidiaries | 83,964 | – | | Total equity at end of period | 99,522 | 167,846 | Condensed Consolidated Statement of Cash Flows This statement summarizes the Group's cash inflows and outflows from operating, investing, and financing activities, showing net cash outflows from operations and investing, offset by net cash inflows from financing, resulting in a slight increase in cash and cash equivalents at period-end Cash Flow Overview The Group experienced net cash outflows from both operating and investing activities, but net cash inflows from financing activities ultimately led to a slight increase in cash and cash equivalents at the end of the period Condensed Consolidated Statement of Cash Flows (for the six months ended June 30) | Indicator | 2025 (HK$'000, unaudited) | 2024 (HK$'000, unaudited) | | :--- | :--- | :--- | | Net cash used in operating activities | (9,353) | (11,909) | | Net cash used in investing activities | (2,076) | (5,554) | | Net cash from (used in) financing activities | 11,236 | (3,018) | | Net decrease in cash and cash equivalents | (193) | (20,481) | | Cash and cash equivalents at beginning of period | 19,508 | 47,714 | | Effect of foreign exchange rate changes | 2,844 | (684) | | Cash and cash equivalents at end of period | 22,159 | 26,549 | Notes to the Condensed Consolidated Interim Financial Statements This section provides detailed explanations and breakdowns of the figures presented in the financial statements, covering accounting policies, segment information, and other significant disclosures 1. General Information This note provides basic background information about the company's registration, listing, parent company, and the currency used for financial statement presentation - The Company is a public limited company incorporated in Bermuda, with its shares listed on The Stock Exchange of Hong Kong Limited[49] - Its ultimate holding company is Chow Tai Fook Capital Limited[49] - The unaudited condensed consolidated interim financial statements are presented in Hong Kong Dollars, while the Company's functional currency is US Dollars[49] 2. Basis of Preparation This note explains the basis for preparing the financial statements and details the measures taken by the Board to ensure the company's going concern despite recorded losses and net current liabilities - These unaudited condensed consolidated interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the disclosure requirements of the applicable Listing Rules of the Stock Exchange[50] - The Group recorded a loss of approximately HK$97.598 million for the period, and as of June 30, 2025, had net current liabilities of approximately HK$3.439 million[50] - To improve its financial position, the Board is taking measures including disposing of loss-making Suriname subsidiaries, obtaining loan commitments from a fellow subsidiary, completing a rights issue for fundraising, increasing loans from a fellow subsidiary, considering disposal of non-current assets, and implementing cost controls[51][55] - The Board believes that with these measures, the Group will have sufficient working capital to meet its financial obligations as they fall due in the foreseeable future, thus preparing the financial statements on a going concern basis is appropriate[53] 3. Principal Accounting Policies This note describes the principal accounting policies adopted, including the historical cost convention and fair value measurement for plantation assets, noting no significant impact from new accounting standards - The unaudited condensed consolidated interim financial statements are prepared under the historical cost convention, except for plantation assets and forest land which are measured at fair value less costs to sell or revalued amounts at each reporting period end[54] - The application of revised Hong Kong Financial Reporting Standards during the period had no significant impact on the Group's financial position and performance for the current and prior periods[56] 4. Revenue This note details the disaggregation of the Group's revenue from contracts with customers, primarily comprising log sales and forest management fees, explaining revenue recognition timing and geographical sources (i) Disaggregation of Revenue from Contracts with Customers Disaggregation of Revenue from Contracts with Customers (for the six months ended June 30) | Type of Goods or Services | 2025 (HK$'000) | 2024 (HK$'000, restated) | | :--- | :--- | :--- | | Sales of logs | 18,092 | 15,687 | | Forest management fees | 2,540 | 3,011 | | Total Revenue from Contracts with Customers | 20,632 | 18,698 | | Timing of Revenue Recognition | | | | At a point in time | 18,092 | 15,687 | | Over time | 2,540 | 3,011 | - Revenue from New Zealand customers primarily relates to sales made on FOB terms with destinations in Mainland China[58] (ii) Performance Obligations in Contracts with Customers - Revenue from sales of logs is recognized when control of the goods is transferred to the customer, which is when the goods are delivered to the port of discharge or port of loading[59] - Revenue from forest management services is recognized over time as performance obligations are satisfied, as the customer simultaneously receives and consumes the benefits provided by the Group's performance[61] 5. Operating Segments This note discloses the Group's operating segment information by geographical location, with New Zealand as the sole continuing operation. Segment performance is assessed based on adjusted EBITDA, and major customer revenue contributions are provided - The Group presents one operating and reportable segment: New Zealand, engaged in Radiata Pine plantation management, log harvesting, marketing, sales and trading of logs, and provision of forest management services[62] - The operating and reportable segment related to Suriname was discontinued during the period[62] - Segment performance is assessed by management based on adjusted EBITDA of the reportable segments[63] Segment Revenue and Results Segment Revenue and Results (for the six months ended June 30, 2025) | Indicator | New Zealand (HK$'000) | Unallocated Corporate Items (HK$'000) | Consolidated Total (HK$'000) | | :--- | :--- | :--- | :--- | | Segment revenue – external | 20,632 | – | 20,632 | | Segment result ("Adjusted EBITDA") | (5,005) | (6,882) | (11,887) | | Fair value gain on plantation assets | 22,727 | – | 22,727 | | EBITDA | 18,016 | (6,870) | 11,146 | | Profit (Loss) before tax | 4,936 | (8,257) | (3,321) | Segment Revenue and Results (for the six months ended June 30, 2024, restated) | Indicator | New Zealand (HK$'000) | Unallocated Corporate Items (HK$'000) | Consolidated Total (HK$'000) | | :--- | :--- | :--- | :--- | | Segment revenue – external | 18,698 | – | 18,698 | | Segment result ("Adjusted EBITDA") | (1,578) | (7,247) | (8,825) | | Fair value loss on plantation assets | (70,285) | – | (70,285) | | EBITDA | (71,890) | (7,238) | (79,128) | | Loss before tax | (87,149) | (7,959) | (95,108) | Information about Major Customers Major Customer Revenue (for the six months ended June 30) | Customer | 2025 (HK$'000) | 2024 (HK$'000, restated) | | :--- | :--- | :--- | | Customer 1 | 13,358 | 9,391 | | Customer 2 | Not applicable* | 2,743 | | Customer 3 | Not applicable* | 1,946 | * The corresponding revenue contribution from relevant customers to the Group's total revenue from continuing operations did not exceed 10% 6. Other Income, Other Gains and Losses This note details other income (primarily bank interest) and other gains and losses (primarily exchange losses) from continuing operations Other Income (for the six months ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000, restated) | | :--- | :--- | :--- | | Bank and other interest income | 407 | 567 | | Others | 114 | 80 | | Total | 521 | 647 | Other Gains and Losses (for the six months ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000, restated) | | :--- | :--- | :--- | | Exchange (loss) gain | (1,959) | 888 | 7. Finance Costs This note details the composition of finance costs from continuing operations, including interest expenses from loans from a fellow subsidiary, lease liabilities, and bank borrowings Finance Costs (for the six months ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000, restated) | | :--- | :--- | :--- | | Interest on loans from a fellow subsidiary | 6,669 | 6,574 | | Interest on lease liabilities | 499 | 467 | | Interest on bank borrowings | 694 | 948 | | Total | 7,862 | 7,989 | 8. Loss Before Tax This note explains how the loss before tax from continuing operations is derived and lists related adjustments, such as forest harvested as agricultural produce and forest depletion costs Loss Before Tax Calculation Items (for the six months ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Forest harvested as agricultural produce | 2,027 | 4,003 | | Amount capitalized to inventories at end of period | (232) | (381) | | Amount reversed from inventories at beginning of period | 360 | – | | Forest depletion costs from harvesting | 2,155 | 3,622 | 9. Income Tax Expense (Credit) This note details the Group's income tax expense, primarily deferred tax expense from the New Zealand segment, and states that the Group is not subject to income tax under the global anti-base erosion rules due to not meeting the revenue threshold Income Tax Expense (Credit) (for the six months ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000, restated) | | :--- | :--- | :--- | | Current tax – Hong Kong | – | – | | Current tax – Other jurisdictions | – | 925 | | Deferred tax | 4,054 | (17,204) | | Total | 4,054 | (16,279) | - The Group's management believes the Group is not subject to income tax under the global anti-base erosion rules ("Pillar Two Rules") as its consolidated annual revenue is not expected to reach EUR750 million or more[74] - No provision for Hong Kong Profits Tax has been made as the Group did not generate any assessable profits in Hong Kong[74] 10. Dividends This note confirms that the Board did not declare any interim dividend for the period - The Board did not declare an interim dividend for the six months ended June 30, 2025[75] 11. Discontinued Operations This note details the disposal of the Suriname business as a discontinued operation, including the reasons for disposal, the resulting loss, and the financial performance of the business prior to disposal - The Suriname business recorded negative results for many years, leading the Group to dispose of most of its loss-making subsidiaries during the period to improve financial sustainability[76] Loss from Discontinued Suriname Operations for the Period (for the six months ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Loss from Suriname operations for the period | (7,717) | (34,444) | | Loss on disposal of Suriname operations | (82,506) | – | | Total | (90,223) | (34,444) | Results of Discontinued Suriname Operations (for the six months ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Total revenue | 1,557 | 8,973 | | Gross loss | (2,375) | (25,062) | | Loss for the period | (7,717) | (34,444) | - The loss on disposal of subsidiaries was HK$82.506 million, primarily due to the write-off of negative non-controlling interests of the non-wholly owned Suriname subsidiaries[81] 12. Loss Per Share This note calculates the Group's basic loss per share from continuing and discontinued operations, as well as from continuing operations separately, and explains that diluted loss per share is not presented due to the absence of potential ordinary shares From Continuing and Discontinued Operations Basic Loss Per Share (From Continuing and Discontinued Operations) (for the six months ended June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company used in calculating basic loss per share | (121,791) | (93,905) | | Weighted average number of ordinary shares | 2,072,688,531 | 2,072,688,531 | | Basic Loss Per Share (HK$) | (0.059) | (0.045) | - Diluted loss per share is not presented as there were no potential ordinary shares in issue during the current and prior periods[83] From Continuing Operations Basic Loss Per Share (From Continuing Operations) (for the six months ended June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company from continuing operations used in calculating basic loss per share | (7,375) | (78,829) | | Basic Loss Per Share (HK$) | (0.004) | (0.038) | - Diluted loss per share is not presented as there were no potential ordinary shares in issue during the current and prior periods[85] From Discontinued Operations - Basic loss per share from discontinued operations was HK$0.055 (2024: HK$0.007 per share)[86] - Diluted loss per share is not presented as there were no potential ordinary shares in issue during the current and prior periods[87] 13. Forest Concessions and Harvesting Rights This note discloses changes in the Group's forest concessions and harvesting rights in Suriname, which were derecognized with the disposal of the Suriname business, resulting in a zero carrying amount Forest Concessions and Harvesting Rights (as at June 30) | Item | June 30, 2025 (HK$'000, unaudited) | December 31, 2024 (HK$'000, audited) | | :--- | :--- | :--- | | Cost at beginning of period/year | 880,459 | 880,459 | | Disposal of subsidiaries during the period/year | (880,459) | – | | Carrying amount at end of period/year | – | – | - As of December 31, 2024, the Group's total forest concessions and harvesting rights in Suriname covered an area of approximately 313,000 hectares[89] 14. Plantation Assets This note details the Group's plantation assets in New Zealand, including changes in carrying amount, fair value measurement methodology, key assumptions and inputs used in valuation, and sensitivity analysis to key variables Plantation Assets (as at June 30) | Item | June 30, 2025 (HK$'000, unaudited) | December 31, 2024 (HK$'000, audited) | | :--- | :--- | :--- | | Net carrying amount at beginning of period/year | 295,750 | 360,447 | | Change in fair value less costs to sell | 22,727 | (65,847) | | Net carrying amount at end of period/year | 318,060 | 295,750 | - The Group currently owns certain New Zealand plantation assets, primarily Radiata Pine, covering a total land area of approximately 15,306 hectares[90][91] - Plantation assets are measured at fair value less costs to sell, valued by independent valuer Indufor Asia Pacific Limited using the discounted cash flow method[93][94] Key Valuation Inputs for Plantation Assets (as at June 30, 2025) | Unobservable Input | Range | Average/Applied | | :--- | :--- | :--- | | Forecast unit log price (AWG) | US$70 to US$88 per cubic meter | US$78 per cubic meter | | Yield (cubic meters per hectare) | 327 to 789 | 542 | | Production costs | US$25 to US$42 per cubic meter | US$34 per cubic meter | | Transportation costs | US$8 to US$28 per cubic meter | US$19 per cubic meter | | Discount rate | 7.0% | 7.0% | Sensitivity Analysis of Fair Value of Plantation Assets (for the six months ended June 30, 2025) | Factor | Change | Impact on Loss Before Tax (HK$'000) | | :--- | :--- | :--- | | Increase in production costs | 5% | 38,107 (increase) | | Decrease in production costs | (5%) | (38,107) (decrease) | | Increase in transportation costs | 5% | 21,030 (increase) | | Decrease in transportation costs | (5%) | (21,030) (decrease) | | Increase in log prices | 5% | (86,852) (decrease) | | Decrease in log prices | (5%) | 86,852 (increase) | | Increase in discount rate | 1% | 56,606 (increase) | | Decrease in discount rate | (1%) | (77,234) (decrease) | - Plantation assets with a carrying amount of HK$318.060 million are pledged as security for the Group's bank credit facilities[101] 15. Trade Receivables This note provides detailed information on trade receivables, including their composition, provision for credit losses, credit terms, and aging analysis, demonstrating the Group's strict control over receivables Trade Receivables (as at June 30) | Item | June 30, 2025 (HK$'000, unaudited) | December 31, 2024 (HK$'000, audited) | | :--- | :--- | :--- | | Trade receivables | 15,757 | 11,901 | | Less: Provision for credit losses | (6,286) | (7,178) | | Net Trade Receivables | 9,471 | 4,720 | - Trade receivables are recognized when the Group's products are delivered to customers, and the right to consideration is unconditional, with payment typically collected within 90 days[102] - The Group's trade terms granted to customers are mainly letters of credit at sight to 30 days or open account transactions with credit periods of 5 to 30 days[103] Aging Analysis of Trade Receivables (as at June 30) | Aging | June 30, 2025 (HK$'000, unaudited) | December 31, 2024 (HK$'000, audited) | | :--- | :--- | :--- | | Within 1 month | 9,302 | 4,612 | | 1 to 3 months | 169 | – | | Over 3 months | – | 108 | | Total | 9,471 | 4,720 | - As of June 30, 2025, over 99% of the trade receivables balance was subsequently settled[105] 16. Impairment Assessment of Financial Assets and Other Items Subject to ECL Model This note discloses the net impairment losses on financial assets (primarily trade receivables) from continuing operations and confirms that the assessment methodology is consistent with the annual consolidated financial statements Net Impairment Losses on Financial Assets (for the six months ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000, restated) | | :--- | :--- | :--- | | Trade receivables | 101 | 585 | 17. Trade Payables This note provides an aging analysis of trade payables and states that these amounts are typically interest-free and settled within 30 days Aging Analysis of Trade Payables (as at June 30) | Aging | June 30, 2025 (HK$'000, unaudited) | December 31, 2024 (HK$'000, audited) | | :--- | :--- | :--- | | Within 1 month | 11,998 | 5,917 | | 1 to 3 months | – | 74 | | Over 3 months | 116 | 2,051 | | Total | 12,114 | 8,042 | - Trade payables are trade in nature, interest-free, and typically settled within a 30-day period[108] 18. Bank Borrowings This note details the Group's bank borrowings, including their secured nature, repayment schedule, interest rates, and the assets pledged as collateral Bank Borrowings (as at June 30) | Item | June 30, 2025 (HK$'000, unaudited) | December 31, 2024 (HK$'000, audited) | | :--- | :--- | :--- | | Bank loans, secured | 23,774 | 21,817 | | Repayable within one year | 23,774 | – | | Repayable in the second year | – | 21,817 | - The total New Zealand bank loan facility is NZ$5 million, bearing interest at a base rate plus 1.35%, repayable by May 1, 2026, and fully drawn down[110] - The loan facility is secured by: all personal properties of selected group companies, New Zealand forest land (carrying amount of approximately HK$143.872 million), New Zealand plantation assets (carrying amount of approximately HK$318.060 million), and pledged bank deposits (carrying amount of approximately HK$2.377 million)[111] 19. Financial Instruments by Category This note presents the carrying amounts of the Group's financial assets and financial liabilities classified by amortized cost Financial Instruments by Category (as at June 30) | Item | June 30, 2025 (HK$'000, unaudited) | December 31, 2024 (HK$'000, audited) | | :--- | :--- | :--- | | Financial assets (amortized cost) | 36,637 | 31,332 | | Financial liabilities (amortized cost) | 462,635 | 448,510 | 20. Related Party Disclosures This note details the Group's transactions and outstanding balances with related parties, including interest expenses on loans from the immediate holding company and a fellow subsidiary, as well as key management personnel remuneration (a) Related Party Transactions and Balances Related Party Transactions (for the six months ended June 30) | Relationship | Nature of Transaction | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | :--- | | Immediate holding company | Interest expense paid and payable on loans | 3,672 | 4,132 | | Fellow subsidiary | Interest expense paid and payable on loans | 6,669 | 6,574 | | Fellow subsidiary | License fees received and administrative expenses received and receivable | 362 | 342 | - Multiple unsecured loans from the immediate holding company, with maturity dates extended to April 1, 2027, bear interest at the Hong Kong Prime Rate[117][118] - Two unsecured loans from a fellow subsidiary, with principal amounts of HK$156 million and HK$25.818 million respectively, bear interest at the Secured Overnight Financing Rate plus 2.86% or 3% per annum, maturing on November 3, 2026, and August 4, 2027, respectively[120][122] - Considering the immediate holding company's agreement to maintain the Company's existing directorships, these loans were classified as non-current as of June 30, 2025, and December 31, 2024[119][124] (b) Outstanding Balances with Related Parties - Amounts due from a fellow subsidiary as of June 30, 2025, and December 31, 2024, are unsecured, interest-free, and repayable within one year[126] (c) Key Management Personnel Remuneration Key Management Personnel Remuneration (for the six months ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Short-term employee benefits | 5,224 | 5,288 | | Contributions to pension schemes | 16 | 18 | | Total | 5,240 | 5,306 | 21. Contingent Liabilities This note confirms that the Group had no significant contingent liabilities at the end of the reporting period - As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities[128] 22. Events After the Reporting Period This note discloses significant events that occurred after the reporting period, primarily the completion of a rights issue by the Company, successfully raising funds (a) Rights Issue - The Company completed a rights issue on August 12, 2025, issuing a total of 927,495,528 ordinary shares for a total cash consideration (before expenses) of approximately HK$33.668 million[130] - The rights issue was undersubscribed by 205,102,640 rights shares, representing approximately 22.1% of the total shares offered, which were fully placed to six independent third parties[129][130] 23. Approval of Condensed Consolidated Interim Financial Statements This note states the approval date of the condensed consolidated interim financial statements - These condensed consolidated interim financial statements were approved by the Board on August 26, 2025[131] Other Information This section provides additional disclosures, including directors' and substantial shareholders' interests, share option scheme details, and corporate governance compliance Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures This section discloses the interests and short positions of the Company's directors and chief executive in the shares of the Company and its associated corporations (1) Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares of the Company - No director or chief executive of the Company held any interests or short positions in the shares, underlying shares, and debentures of the Company[132] (2) Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares of Associated Corporations Directors' Long Positions in Shares of Chow Tai Fook Jewellery Group Limited (as at June 30, 2025) | Director | Capacity | Number of Shares and Underlying Shares in which Interests are Held | Approximate Percentage of Total Issued Share Capital of Chow Tai Fook Jewellery | | :--- | :--- | :--- | :--- | | Li Kwok Hang | Beneficial owner | 400,000 | 0.004% | Directors' Short Positions in Shares of Chow Tai Fook Jewellery Group Limited (as at June 30, 2025) | Director | Capacity | Number of Shares and Underlying Shares in which Interests are Held | Approximate Percentage of Total Issued Share Capital of Chow Tai Fook Jewellery | | :--- | :--- | :--- | :--- | | Li Kwok Hang | Beneficial owner | 400,000 | 0.004% | Directors' Right to Acquire Shares or Debentures This section confirms that no rights to acquire shares or debentures of the Company were granted to or exercised by any director or their associates during the period - Save as disclosed, no rights to acquire benefits by way of acquisition of shares or debentures of the Company were granted to or exercised by any director or their respective spouse or minor children during the period[134] Share Option Scheme The Company has a share option scheme, but as of the end of this reporting period, no share options were granted, exercised, cancelled, or lapsed - The Company adopted a share option scheme on May 24, 2022, with a ten-year validity period, expiring on May 23, 2032[136] - From the adoption date of the share option scheme to June 30, 2025, no share options were granted, exercised, cancelled, or lapsed[136] - At the beginning and end of the period, the number of share options authorized for grant under the share option scheme was 185,499,105[136] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares This section lists the long positions of the Company's substantial shareholders and other persons in shares and explains the changes in shareholding percentages for some substantial shareholders after the completion of the rights issue, leading to them no longer meeting the definition of substantial shareholders Substantial Shareholders' Long Positions in Shares and Underlying Shares of the Company (as at June 30, 2025) | Substantial Shareholder | Capacity | Number of Shares | Number of Underlying Shares | Approximate Percentage of the Company's Issued Share Capital % | | :--- | :--- | :--- | :--- | :--- | | Newforest Limited | Beneficial owner | 1,122,005,927 | – | 60.49 | | Cheng Yu Tung Family (Holdings) Limited | Interest of controlled corporation | 1,122,005,927 | – | 60.49 | | Chow Tai Fook Capital Limited | Interest of controlled corporation | 1,122,005,927 | – | 60.49 | | China Forestry Group Corporation | Interest of controlled corporation | 110,000,000 | – | 5.93 | | Hong Kong Genghis Khan Group Limited | Beneficial owner | 110,000,000 | – | 5.93 | | Ge Jian | Interest of controlled corporation | 110,000,000 | – | 5.93 | - After the completion of the rights issue on August 12, 2025, Newforest Limited directly and beneficially owned 1,683,008,890 shares, representing approximately 60.49% of the Company's issued share capital[140] - After the completion of the rights issue, the interests of China Forestry Group Corporation, Hong Kong Genghis Khan Group Limited, and Mr. Ge Jian in the Company decreased from 5.93% to 3.95%, no longer meeting the definition of substantial shareholders under Part XV of the Securities and Futures Ordinance[144] Changes in Directors' Information This section discloses changes in directors' positions in other listed companies as required by the Listing Rules - Mr. Wong Man Chung retired as an independent non-executive director of Q&M Technology (Cayman) Limited on June 4, 2025[145] - Mr. Cheung Pak To was appointed as an independent non-executive director of China Financial Investment Management Limited on June 30, 2025[145] Audit Committee Review of Interim Results The Audit Committee has reviewed and discussed the Group's interim financial statements, confirming their compliance with applicable accounting standards and fair representation of financial position and performance - The Company's Audit Committee has reviewed and discussed the Group's unaudited condensed consolidated interim financial statements for the period with management[146] - The Audit Committee is satisfied that the Group's unaudited condensed consolidated interim financial statements for the period were prepared in accordance with applicable accounting standards and fairly reflect the Group's financial position and performance for the period[146] Compliance with Corporate Governance Code The Company complied with the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules during the period, with one deviation regarding the Chairman's rotation, which the Board considers crucial for company stability - The Company has complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules during the period[147] - Code Provision B.2.2 stipulates that every director should retire by rotation at least once every three years, but Mr. Cheng Chi Him, the Chairman of the Company, is not subject to retirement by rotation, which the Board considers crucial for the stability and continuity of the Company's key management[147] Compliance with Model Code The Company has adopted a code of conduct for directors' securities transactions, and all directors confirmed compliance with this code and the Listing Rules' Model Code during the period - The Company has adopted a code of conduct for directors' securities transactions, the terms of which are no less exacting than those set out in the Model Code[148] - All directors have confirmed that they have complied with the required standards set out in the Model Code and the code of conduct during the period[148] Purchase, Sale or Redemption of Listed Securities 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[149] Forward-Looking Statements This section reminds readers that forward-looking statements in this interim report involve known and unknown risks and uncertainties, and actual results may differ materially from expectations - This interim report contains forward-looking statements regarding the Group's financial position, operating results, and business, which involve known and unknown risks and uncertainties[150] - Actual results, performance, or events may differ materially from those expressed or implied in such statements[150] Acknowledgements The Board takes this opportunity to express sincere gratitude to all shareholders, customers, suppliers, management, and employees for their support and contributions - The Board takes this opportunity to express its sincere gratitude to all shareholders, customers, and suppliers for their continued and valuable support[151] - Heartfelt thanks are also extended to our management and employees for their efforts and contributions to the Group[151] By Order of the Board This section is a formal statement issued by Mr. Ting Wai Chuen, Executive Director and Chief Executive Officer, on behalf of the Board, and lists the Board's composition as of the report publication date - This report is issued by Mr. Ting Wai Chuen, Executive Director and Chief Executive Officer of Greenheart Group Limited, on behalf of the Board[152] - As of the date of this report, the Board comprises one executive director, four non-executive directors, and three independent non-executive directors[153]