首程控股(00697) - 2025 - 中期财报

Corporate Information This section provides an overview of the company's governance structure, including its board of directors, committees, and other essential corporate details Board of Directors Composition The company's board comprises executive, non-executive, and independent non-executive directors, with Zhao Tianyang as Chairman and Li Hao as Vice Chairman - The Board of Directors includes executive directors Zhao Tianyang (Chairman), Li Hao (Vice Chairman), Xu Huajie, Liu Jingwei; non-executive directors Peng Jihai, He Zhiheng; and independent non-executive directors Wang Xin, Zhang Quanling, Zhuge Wenjing, Zhang Jianwei, Xie Qirun[4][5] Committee Composition The company has an Audit Committee, Nomination Committee, and Remuneration Committee, each chaired by specific directors to ensure effective corporate governance - The Audit Committee is chaired by Wang Xin, with members He Zhiheng, Zhang Quanling, Zhuge Wenjing[4][5] - The Nomination Committee is chaired by Zhao Tianyang, with members Li Hao, Wang Xin, Zhang Quanling, Zhuge Wenjing[4][5] - The Remuneration Committee is chaired by Zhang Quanling, with members Peng Jihai, Wang Xin, Zhang Jianwei[7] Other Corporate Details This section outlines key administrative and financial details, including the company secretary, auditor, share registrar, and stock code - Company Secretary: Chen Yongmei[7][8] - Auditor: PricewaterhouseCoopers[7][8] - Stock Code: 697[7][8] Review Report on Interim Financial Information This report details the auditor's review of the interim financial information for the six months ended June 30, 2025 Introduction The auditor has reviewed the interim financial information for the six months ended June 30, 2025, prepared in accordance with HKAS 34, for which the Board is responsible - The auditor has reviewed the condensed consolidated interim financial information (pages 6 to 40) for the six months ended June 30, 2025[9][10] - The interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[9][10] Scope of Review The review was conducted in accordance with HKSRS 2410, which is less extensive than an audit, thus no audit opinion is expressed, only a review conclusion - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants[12][14] - A review is substantially less in scope than an audit, and consequently, no audit opinion is expressed[12][14] Conclusion Based on the review, the auditor found no matters suggesting that the Group's interim financial information was not prepared in all material respects in accordance with HKAS 34 - The auditor has not found any matter that causes them to believe that the Group's interim financial information is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting"[13][15] Condensed Consolidated Interim Financial Statements This section presents the company's condensed consolidated interim financial statements, including comprehensive income, financial position, changes in equity, and cash flows Condensed Consolidated Interim Statement of Comprehensive Income For the six months ended June 30, 2025, the company's revenue grew significantly by 36% to HK$731.16 million, profit for the period increased by 40% to HK$341.52 million, with basic and diluted earnings per share at 4.77 HK cents Condensed Consolidated Interim Statement of Comprehensive Income Key Data (For the six months ended June 30, 2025) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 731,158 | 535,843 | | Cost of sales | (436,519) | (302,387) | | Gross profit | 294,639 | 233,456 | | Other income | 119,543 | 210,314 | | Other gains, net | 187,366 | 30,890 | | Administrative expenses | (146,698) | (122,094) | | Operating profit | 454,850 | 352,566 | | Finance costs | (60,620) | (57,651) | | Profit before income tax | 390,646 | 293,299 | | Income tax expense | (49,126) | (49,350) | | Profit for the period | 341,520 | 243,949 | | Profit attributable to owners of the Company | 339,026 | 260,551 | | Non-controlling interests | 2,494 | (16,602) | | Basic earnings per share (HK cents) | 4.77 | 3.65 | | Diluted earnings per share (HK cents) | 4.77 | 3.65 | - Revenue increased by 36% year-on-year to HK$731,158 thousand (2024: HK$535,843 thousand)[17] - Profit for the period increased by 40% year-on-year to HK$341,520 thousand (2024: HK$243,949 thousand)[17] Condensed Consolidated Interim Statement of Financial Position As of June 30, 2025, the company's total assets increased to HK$14.35 billion, with growth in both non-current and current assets, while total equity slightly decreased and total liabilities increased Condensed Consolidated Interim Statement of Financial Position Key Data (As of June 30, 2025) | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | ASSETS | | | | Total non-current assets | 7,801,719 | 7,312,200 | | Total current assets | 6,546,065 | 6,516,883 | | Total assets | 14,347,784 | 13,829,083 | | EQUITY | | | | Share capital and reserves attributable to owners of the Company | 9,173,554 | 9,420,688 | | Non-controlling interests | 90,326 | 95,156 | | Total equity | 9,263,880 | 9,515,844 | | LIABILITIES | | | | Total non-current liabilities | 3,402,156 | 3,333,305 | | Total current liabilities | 1,681,748 | 979,934 | | Total liabilities | 5,083,904 | 4,313,239 | | Total equity and liabilities | 14,347,784 | 13,829,083 | - Total assets increased from HK$13.83 billion as of December 31, 2024, to HK$14.35 billion as of June 30, 2025[22][25] - Total current liabilities increased from HK$980 million as of December 31, 2024, to HK$1.68 billion as of June 30, 2025, primarily due to an increase in dividends payable[25] Condensed Consolidated Interim Statement of Changes in Equity For the six months ended June 30, 2025, total equity attributable to owners of the company decreased from HK$9.42 billion at the beginning of the year to HK$9.17 billion, mainly due to dividend payments and share repurchases Condensed Consolidated Interim Statement of Changes in Equity Key Data (For the six months ended June 30, 2025) | Indicator | June 30, 2025 (HK$ thousand) | January 1, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Share capital and reserves attributable to owners of the Company | 9,173,554 | 9,923,352 | | Non-controlling interests | 90,326 | 117,383 | | Total equity | 9,263,880 | 10,040,735 | | Profit for the period | 341,520 | 243,949 | | Total comprehensive income for the period | 608,964 | 318,959 | | Share repurchases | (533) | (46,463) | | Dividends | (881,689) | (160,539) | - Share capital and reserves attributable to owners of the Company decreased from HK$9.42 billion as of January 1, 2025, to HK$9.17 billion as of June 30, 2025[27][31] - Total dividends distributed during the period amounted to HK$882 million, including final dividends and special dividends[31] Condensed Consolidated Interim Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities significantly increased, net cash from investing activities substantially decreased, and net cash from financing activities turned into an outflow, resulting in a net decrease in cash and cash equivalents Condensed Consolidated Interim Statement of Cash Flows Key Data (For the six months ended June 30, 2025) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net cash from operating activities | 276,683 | 82,715 | | Net cash from investing activities | 192,251 | 374,901 | | Net cash (used in)/from financing activities | (475,027) | 29,403 | | Net (decrease)/increase in cash and cash equivalents | (6,093) | 487,019 | | Cash and cash equivalents at end of period | 2,702,463 | 2,706,917 | - Net cash from operating activities increased by 234% year-on-year to HK$277 million[32] - Net cash from investing activities decreased by 48.7% year-on-year to HK$192 million, primarily due to increased proceeds from disposal of financial assets at fair value through other comprehensive income and a significant increase in placement of time deposits[32] - Net cash from financing activities turned from an inflow of HK$29.4 million in the same period of 2024 to a net outflow of HK$475 million in the same period of 2025, mainly due to repayment of borrowings and dividend payments[35] Notes to the Condensed Consolidated Interim Financial Information This section provides detailed notes explaining the basis of preparation, accounting policies, fair value measurements, and other specific financial items 1 General Information Shoucheng Holdings Limited is an investment holding company incorporated in Hong Kong, primarily engaged in infrastructure asset management, with its shares listed on the Hong Kong Stock Exchange - The Company is an investment holding company, and together with its subsidiaries, its principal business is infrastructure asset management[37][39] - The Company's shares are listed on The Stock Exchange of Hong Kong Limited[37][39] 2 Basis of Preparation This condensed consolidated interim financial information is prepared in accordance with HKAS 34 "Interim Financial Reporting" and should be read in conjunction with the annual financial statements for the year ended December 31, 2024 - This condensed consolidated interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting"[40][44] - This report should be read in conjunction with the annual financial statements prepared in accordance with Hong Kong Financial Reporting Standards for the year ended December 31, 2024, and any public announcements made by the Company for the six months ended June 30, 2025[41][44] 3 Accounting Policies and Accounting Estimates and Judgements Except for income tax accounting, the accounting policies adopted in this period are consistent with the 2024 annual financial statements, and significant judgments and estimates made by management remain unchanged - Except for income tax accounting, the accounting policies adopted are consistent with those followed in the annual financial statements for the year ended December 31, 2024[46][52] - Income tax for the interim period is accrued using the tax rate that would be applicable to the expected total annual earnings[47][53] - The significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty in preparing the condensed consolidated interim financial information are consistent with those applied in the consolidated financial statements for the year ended December 31, 2024[51][56] 4 Fair Value Measurements of Financial Instruments The fair value measurement of the Group's financial instruments is categorized into three levels, with reconciliation of Level 3 financial assets and liabilities, and detailed valuation techniques and inputs disclosed Fair Value Hierarchy of Financial Assets (As of June 30, 2025) | Indicator | Level 1 (HK$ thousand) | Level 2 (HK$ thousand) | Level 3 (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss - Equity securities | 106,225 | – | – | 106,225 | | Financial assets at fair value through profit or loss - Investment funds | – | – | 998,078 | 998,078 | | Financial assets at fair value through other comprehensive income - Other securities | 1,141,524 | – | 38,739 | 1,180,263 | | Financial assets at fair value through other comprehensive income - Equity securities | 479,953 | – | – | 479,953 | | Total financial assets | 1,727,702 | – | 1,036,817 | 2,764,519 | | Financial liabilities - Interests held by third parties in consolidated funds of the Group | – | – | 222,922 | 222,922 | | Total financial liabilities | – | – | 222,922 | 222,922 | - During the six months ended June 30, 2025, other securities totaling approximately HK$59,050,000 were transferred from Level 3 to Level 1 due to the end of the lock-up period[64][66] - The valuation of Level 3 financial assets is primarily determined by reference to the fair value or market price of the underlying assets, adjusted for a discount for lack of marketability[78][81] 5 Revenue and Segment Information For the six months ended June 30, 2025, the company's total revenue was HK$731 million, with operating services revenue being the largest contributor, and investment gains from financial assets at fair value through profit or loss significantly contributing Revenue Recognition Details (For the six months ended June 30, 2025) | Revenue Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Operating services income | 475,803 | 370,277 | | Service concession arrangement income | 9,902 | 11,492 | | Fund management services income | 90,854 | 95,206 | | Excess returns from investment funds | - | 97,491 | | Rental income | 25,424 | 24,003 | | Investment gains/(losses) from financial assets at fair value through profit or loss | 129,175 | (62,626) | | Total revenue | 731,158 | 535,843 | - Total revenue increased by 36% year-on-year to HK$731 million[92] - Investment gains from financial assets at fair value through profit or loss turned from a loss of HK$62.63 million in the same period of 2024 to a gain of HK$129.18 million in the same period of 2025[92] 6 Other Income and Other Gains, Net For the six months ended June 30, 2025, other income decreased, but other gains, net, significantly increased, primarily due to investment gains from the disposal of Shougang Resources shares Other Income and Other Gains, Net (For the six months ended June 30, 2025) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Other income | | | | Dividend income | 39,587 | 144,156 | | Government grants | 966 | 396 | | Interest income from bank deposits | 78,240 | 65,039 | | Others | 750 | 723 | | Total other income | 119,543 | 210,314 | | Other gains, net | | | | Net exchange gains | 32,694 | 10,148 | | Fair value gains on financial assets at fair value through profit or loss | - | 1,876 | | Fair value gains on investment properties | 7,112 | 18,222 | | Investment gains from disposal of Shougang Resources shares | 145,663 | - | | Others | 1,897 | 644 | | Total other gains, net | 187,366 | 30,890 | - Other income decreased by 43% year-on-year to HK$119 million, mainly due to a decrease in dividend income[96] - Other gains, net, significantly increased by 506% year-on-year to HK$187 million, primarily from HK$146 million investment gains from the disposal of Shougang Resources shares[96][98] 7 Operating Profit For the six months ended June 30, 2025, the company's operating profit was HK$455 million, primarily influenced by employee benefit expenses, depreciation of right-of-use assets, and minimum lease payments Operating Profit Deductions (For the six months ended June 30, 2025) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Employee benefit expenses (including directors' emoluments) | 118,407 | 84,993 | | Amortisation of other non-current assets | 15,899 | 13,763 | | Depreciation of property, plant and equipment | 13,604 | 10,895 | | Depreciation of right-of-use assets | 114,648 | 97,783 | | Legal and professional fees | 4,960 | 5,704 | | Minimum lease payments under short-term leases for land and buildings | 87,599 | 31,050 | | Research and development expenses | 4,665 | 7,693 | - Employee benefit expenses increased by 39.3% year-on-year to HK$118 million[101] - Depreciation of right-of-use assets increased by 17.2% year-on-year to HK$115 million[101] 8 Income Tax Expense For the six months ended June 30, 2025, income tax expense was approximately HK$49.13 million, largely consistent with the prior year, mainly comprising Hong Kong profits tax (16.5%) and PRC corporate income tax (25%) - Hong Kong profits tax is calculated at a rate of 16.5% on the estimated assessable profit[102][104] - The corporate income tax rate for PRC subsidiaries is primarily 25%[103][105] - Income tax expense for the first half of 2025 was HK$49.13 million, largely consistent with HK$49.35 million in the same period of 2024[17] 9 Earnings Per Share For the six months ended June 30, 2025, both basic and diluted earnings per share were 4.77 HK cents, an increase from the prior year, reflecting improved profitability Earnings Per Share (For the six months ended June 30, 2025) | Indicator | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic earnings per share | 4.77 | 3.65 | | Diluted earnings per share | 4.77 | 3.65 | - Profit attributable to owners of the Company used for calculating basic and diluted earnings per share was HK$339 million (2024: HK$261 million)[112] - The weighted average number of ordinary shares used as the denominator was 7,114,104 thousand shares (2024: 7,132,972 thousand shares)[112] 10 Property, Plant and Equipment, Right-of-Use Assets and Other Non-Current Assets For the six months ended June 30, 2025, the company incurred total additions of approximately HK$209.5 million in property, plant and equipment, right-of-use assets, and other non-current assets Non-Current Asset Additions (For the six months ended June 30, 2025) | Asset Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Property, plant and equipment | 31,698 | 10,278 | | Right-of-use assets | 171,144 | 602,951 | | Other non-current assets | 6,660 | 67,889 | | Total | 209,502 | 681,118 | - Additions to right-of-use assets significantly decreased from HK$603 million in the same period of 2024 to HK$171 million in the same period of 2025[114][116] 11 Trade Receivables As of June 30, 2025, the company's net trade receivables amounted to HK$224 million, an increase from the end of 2024, with receivables over 180 days old accounting for the largest proportion Trade Receivables Ageing Analysis (As of June 30, 2025) | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 60 days | 37,778 | 50,391 | | 61 to 90 days | 12,106 | 8,073 | | 91 to 180 days | 23,207 | 29,560 | | Over 180 days | 151,281 | 115,068 | | Total | 224,372 | 203,092 | - Total trade receivables (net of impairment allowance) increased from HK$203 million as of December 31, 2024, to HK$224 million as of June 30, 2025[119] - Trade receivables aged over 180 days increased from HK$115 million as of December 31, 2024, to HK$151 million as of June 30, 2025[119] 12 Share Capital As of June 30, 2025, the company had 7,284,455 thousand issued and fully paid ordinary shares, with share capital of HK$12,994,847 thousand, and repurchased and cancelled 1,560 thousand ordinary shares during the period Issued and Fully Paid Ordinary Shares (As of June 30, 2025) | Date | Approximate Number of Shares (thousand shares) | Share Capital (HK$ thousand) | | :--- | :--- | :--- | | As at January 1, 2024 | 7,369,975 | 12,994,847 | | Share repurchases | (83,960) | – | | As at December 31, 2024 and January 1, 2025 | 7,286,015 | 12,994,847 | | Share repurchases | (1,560) | – | | As at June 30, 2025 | 7,284,455 | 12,994,847 | - For the six months ended June 30, 2025, the company repurchased 400,000 ordinary shares for a total consideration of approximately HK$533,000, and cancelled 1,560,000 ordinary shares (including 1,160,000 shares repurchased in December 2024)[121][122] 13 Trade Payables As of June 30, 2025, the company's total trade payables amounted to HK$517 million, an increase from the end of 2024, with payables over 365 days old accounting for the largest proportion Trade Payables Ageing Analysis (As of June 30, 2025) | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 90 days | 80,734 | 112,051 | | 91 to 180 days | 65,656 | 48,009 | | 181 to 365 days | 81,833 | 59,030 | | Over 365 days | 288,448 | 233,660 | | Total | 516,671 | 452,750 | - Total trade payables increased from HK$453 million as of December 31, 2024, to HK$517 million as of June 30, 2025[125] - Trade payables aged over 365 days increased from HK$234 million as of December 31, 2024, to HK$288 million as of June 30, 2025[125] 14 Borrowings As of June 30, 2025, the company had repaid all bank term loans, reducing total borrowings to zero, compared to HK$397 million at the end of 2024 Total Borrowings (As of June 30, 2025) | Borrowing Type | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Repayable within one year and classified under current liabilities (secured) | – | 38,160 | | Non-current liabilities (secured) | – | 358,662 | | Total borrowings | – | 396,822 | - As of June 30, 2025, the Group had repaid all bank term loans, and total borrowings were zero[127][214] 15 Bond Payables As of June 30, 2025, the company's total bond payables amounted to HK$1.14 billion, primarily comprising REITs-like structured asset-backed securities and medium-term notes, with most being non-current liabilities Total Bond Payables (As of June 30, 2025) | Bond Type | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Repayable within one year and classified under current liabilities - REITs-like structured asset-backed securities | 3,948 | 3,816 | | Non-current liabilities - REITs-like structured asset-backed securities | 584,553 | 564,993 | | Non-current liabilities - Medium-term notes | 548,400 | 530,050 | | Total bond payables | 1,136,901 | 1,098,859 | - Total bond payables increased from HK$1.10 billion as of December 31, 2024, to HK$1.14 billion as of June 30, 2025[130] - The majority of bond payables are non-current liabilities, with repayment periods between 2 to 5 years[130] 16 Dividends For the six months ended June 30, 2025, the company recognized total dividends of HK$882 million, including final and special dividends, and the Board declared an interim dividend of HK$271 million Dividends Recognized (For the six months ended June 30, 2025) | Dividend Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Final dividend | 120,068 | 160,539 | | Special dividend | 761,621 | – | | Total | 881,689 | 160,539 | - The Board recommended a final dividend of HK$120 million for the year ended December 31, 2024, on March 26, 2025, payable on August 7, 2025[133][136] - The Board declared a special dividend totaling HK$768 million on March 26, 2025, payable in three installments, with the second and third installments recognized as liabilities on June 30, 2025[134][136] - The Board declared an interim dividend of HK$271 million (3.43 HK cents per share) for the six months ended June 30, 2025, expected to be distributed on November 17, 2025[139][140] 17 Related Party Disclosures The Group engaged in various related party transactions with its largest shareholder, Shougang Group Co., Ltd., and its associates, including management fee expenses, purchases, and provision of services, with key management personnel compensation also disclosed Transactions with Related Parties (For the six months ended June 30, 2025) | Transaction Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Management fee expenses | 760 | 2,269 | | Other income of the Group | 1,068 | 1,002 | | Purchases by the Group | 8,536 | 8,434 | | Services provided by the Group | 106,755 | 195,858 | - The Group provides fund management services to Shougang Group and/or its associates[144] Key Management Personnel Compensation (For the six months ended June 30, 2025) | Compensation Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Short-term employee benefits | 1,154 | 1,680 | | Retirement benefits | 6 | 9 | | Total | 1,160 | 1,689 | 18 Statement of Financial Position of the Company As of June 30, 2025, the company's total assets were HK$15.28 billion, total liabilities were HK$1.18 billion, and total equity was HK$14.10 billion, with loans to subsidiaries and time deposits being significant components of current assets Company's Statement of Financial Position Key Data (As of June 30, 2025) | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | ASSETS | | | | Non-current assets | 255,356 | 238,577 | | Current assets | 15,026,092 | 15,109,756 | | Total assets | 15,281,448 | 15,348,333 | | LIABILITIES | | | | Non-current liabilities | 548,400 | 530,050 | | Current liabilities | 635,892 | 13,259 | | Total liabilities | 1,184,292 | 543,309 | | EQUITY | | | | Share capital | 12,994,847 | 12,994,847 | | Reserves | 1,102,309 | 1,810,177 | | Total equity | 14,097,156 | 14,805,024 | - Current liabilities significantly increased from HK$13.26 million as of December 31, 2024, to HK$636 million as of June 30, 2025, mainly due to an increase in other payables and accrued liabilities[152] - Loans to subsidiaries amounted to HK$11.01 billion, and time deposits maturing in more than three months amounted to HK$3.06 billion[150] 19 Subsequent Events Subsequent to the reporting period, the company completed the issuance of US$180 million 0.75% convertible bonds due 2026 on July 9, 2025, which were listed on the Stock Exchange on July 10, 2025 - The Company entered into a subscription agreement after trading hours on June 30, 2025, for the issuance of US$180 million 0.75% convertible bonds due 2026[153][154] - The issuance of the convertible bonds was completed on July 9, 2025, and they were listed on The Stock Exchange of Hong Kong Limited on July 10, 2025[153][154] Management Discussion and Analysis This section provides management's perspective on the company's performance, financial condition, and future outlook Company Overview The Group, as a leading intelligent infrastructure asset service provider in China, focuses on "asset operation + asset financing" (FIME), covering parking asset management, industrial space management, REITs investment, and equity investment, with a forward-looking strategy in the robotics industry, achieving 36% revenue growth and 30% profit growth for owners in H1 2025 - The Group focuses on two core directions: "asset operation + asset financing" (FIME), with businesses covering parking asset management, industrial space management, REITs investment, and equity investment[156][159] - The Group has a forward-looking strategy in the robotics industry, having invested in several leading enterprises through the Beijing Robotics Industry Development Investment Fund and its industrial funds[157][159] H1 2025 Financial Performance | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Revenue | Approx. HK$731 million | Approx. HK$536 million | | Revenue growth | Approx. 36% | - | | Profit attributable to owners of the Company | Approx. HK$339 million | Approx. HK$261 million | | Profit growth | Approx. 30% | - | | Debt-to-capital ratio | Approx. 12.4% | - | Key Performance Indicators Review In H1 2025, the company achieved significant growth in revenue and profit, with adjusted EBITDA increasing by 22%, while maintaining healthy asset-liability and debt-to-capital ratios Key Financial Indicators (As of June 30, 2025) | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | | :--- | :--- | :--- | | Revenue | 731 | 536 | | Of which: Asset operation income | 511 | 406 | | Of which: Asset financing income | 220 | 130 | | Adjusted EBITDA | 587 | 482 | | Operating profit | 455 | 353 | | Profit attributable to owners of the Company | 339 | 261 | | Basic and diluted earnings per share (HK cents) | 4.77 | 3.65 | | Total assets | 14,348 | 13,829 | | Net assets | 9,264 | 9,516 | | Asset-liability ratio | 35.4% | 31.2% | | Debt-to-capital ratio | 12.4% | 15.9% | - Adjusted EBITDA increased by 22% year-on-year to HK$587 million[162] - The asset-liability ratio was 35.4%, an increase of 4.2 percentage points from the end of 2024[162] - The debt-to-capital ratio was 12.4%, a decrease of 3.5 percentage points from the end of 2024[162] Financial Review In H1 2025, the company's revenue and gross profit both grew, finance costs slightly increased, and income tax expense remained stable, with adjusted EBITDA showing significant growth, reflecting improved cash profitability of core businesses Financial Review Key Data (For the six months ended June 30, 2025) | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | | :--- | :--- | :--- | | Revenue | 731 | 536 | | Asset operation income | 511 | 406 | | Asset financing income | 220 | 130 | | Gross profit | 295 | 233 | | Finance costs | 61 | 58 | | Income tax provision | 49 | 49 | | Adjusted EBITDA | 587 | 482 | - Revenue increased by 36% year-on-year to HK$731 million, with asset operation income growing by 26% and asset financing income by 69%[170][173] - Gross profit increased by 26% year-on-year to HK$295 million[170][173] - Adjusted EBITDA increased by 22% year-on-year to HK$587 million[179][181] Review of Operations The Group achieved steady growth in asset management scale and operational efficiency, particularly in traffic hub parking resources and "parking + charging" business expansion, while actively promoting digital intelligent operation upgrades and accelerating robotics industry layout through an "investment + operation + ecosystem" strategy, and deepening full-lifecycle asset management capabilities through a partnership with China Life for an infrastructure REITs fund - The Xi'an Xianyang International Airport T5 Terminal parking lot project commenced operations in February 2025, with over 5,200 parking spaces, completing the national "east, south, west, north, central" traffic hub network layout[182][185] - The Group is accelerating its layout in the charging pile business, extending from "parking asset management" to "parking + charging" business, enhancing the potential of infrastructure asset management[182][185] - In H1 2025, the Group officially launched AI smart customer service and Q&A functions based on DeepSeek V3 and Alibaba Tongyi Qianwen models, reducing manual customer service workload by over 50%[183][185] - The Group has invested in several core robotics industry chain companies, including Unitree Robotics, Galaxy Universal, Star Map, and Songyan Power, through its managed industrial funds, covering humanoid robots, medical robots, industrial robots, low-altitude economy, and household robots[188][190] - The Group, in collaboration with China Life Insurance Company Limited, established the Beijing Pingzhun Infrastructure Real Estate Equity Investment Fund Partnership (Limited Partnership) with a fund size of RMB5.237 billion, and has completed strategic placement investments in multiple REITs[195][197] Principal Risks and Uncertainties The Group faces market risks (including currency risk, interest rate risk, and price risk), credit risk, and liquidity risk, which are managed through internal collaboration and Board guidance - The Group's activities are exposed to several financial risks: market risk (including currency risk, interest rate risk, and price risk), credit risk, and liquidity risk[198][203] - The Group's business is primarily concentrated in mainland China and Hong Kong, and is exposed to exchange rate fluctuations of HKD, USD, and RMB[199][204] - The Group is primarily exposed to cash flow interest rate risk related to bank balances and borrowings with floating interest rates[200][205] Capital Structure The Group's capital structure includes borrowings, bond payables, and equity attributable to owners of the company, with the management objective of ensuring continuous operation and maximizing shareholder returns, reviewed semi-annually - The Group's capital structure comprises borrowings, bond payables, and equity attributable to owners of the Company (including issued share capital and reserves)[201][206] - The Group's capital management objective is to ensure continuous operation while maximizing shareholder returns through an appropriate balance of debt and capital structure[201][206] - The Board reviews the capital structure semi-annually and balances the overall capital structure through dividend payments, new share issues, share repurchases, and issuing new debt or redeeming existing debt[202][206] Liquidity and Financial Resources As of June 30, 2025, the Group had ample highly liquid assets, an asset-liability ratio of 35.4%, and a debt-to-capital ratio of 12.4%, indicating a sound financial position Highly Liquid Assets (As of June 30, 2025) | Item | 2025 (HK$ million) | 2024 (HK$ million) | | :--- | :--- | :--- | | Bank balances and cash | 2,702 | 2,622 | | Wealth management products and fixed-income financial assets | 3,198 | 1,746 | - The asset-liability ratio was 35.4%, an increase of approximately 4.2 percentage points from December 31, 2024, mainly due to the provision for two installments of special dividends[210][212] - The debt-to-capital ratio was 12.4%, a decrease of approximately 3.5 percentage points from December 31, 2024[213][214] Significant Investments Held The Group holds significant investments in CICC GLP REIT Fund and Shougang Resources, with CICC GLP REIT Fund contributing substantial unrealized fair value gains and dividend income Significant Investments Overview (As of June 30, 2025) | Strategic Investment Name | Investment Cost (RMB/HK$) | Fair Value (RMB/HK$) | Fair Value as % of Total Assets | Unrealized Fair Value Change Profit/(Loss) (RMB/HK$) | Dividends Received (RMB/HK$) | | :--- | :--- | :--- | :--- | :--- | :--- | | CICC GLP REIT Fund | 583,500,000 (RMB) | 571,650,000 (RMB) | 4.37% | 71,400,000 (RMB) | 7,425,000 (RMB) | | Shougang Resources | 1,834,347,000 (HK$) | 1,944,606,000 (HK$) | 14.06% | (286,655,000) (HK$) | 209,181,000 (HK$) | - CICC GLP REIT Fund primarily invests in warehousing and logistics infrastructure projects, and its fund units are listed on the Shanghai Stock Exchange[219][222] - The Group completed the disposal of part of its shares in Shougang Resources on February 3, 2025[220][223] Material Acquisitions & Disposals On February 3, 2025, the Group completed the disposal of approximately 11.92% of Shougang Resources shares to Shougang Holdings for a consideration of HK$1.457 billion - On December 18, 2024, Fine Power Group Limited, a wholly-owned subsidiary of the Company, entered into an agreement with related party Shougang Holdings to dispose of 606,927,640 shares of Shougang Resources, representing approximately 11.92% of the issued shares[225][227] - The transaction was completed on February 3, 2025, with a consideration of HK$1,456,626,336[96][98][225][227] Events Occurring After the Reporting Period Subsequent to the reporting period, the company completed the issuance of US$180 million 0.75% convertible bonds due 2026 on July 9, 2025, which were listed on the Stock Exchange on July 10, 2025 - The Company entered into a subscription agreement after trading hours on June 30, 2025, for the issuance of US$180 million 0.75% convertible bonds due 2026[226][228] - The issuance of the convertible bonds was completed on July 9, 2025, and they were listed on The Stock Exchange of Hong Kong Limited on July 10, 2025[226][228] Employee Relationships As of June 30, 2025, the Group had 442 employees and is committed to providing an equal, diverse, and non-discriminatory work environment, attracting and retaining talent through competitive compensation and diverse incentive measures - As of June 30, 2025, the Group had a total of 442 employees[229][234] - The Group's remuneration policy is guided by "external competitiveness and internal fairness," establishing a compensation and incentive system based on job value, capabilities, and performance contributions[230][234] - The remuneration package for Hong Kong employees includes salaries, discretionary bonuses, project bonuses, medical allowances, hospitalization plans, and equity incentive schemes; for mainland China employees, it includes salaries, discretionary bonuses, project bonuses, medical allowances, equity incentive schemes, and social insurance benefits (five insurances and one housing fund)[231][232][235] Prospects Looking ahead, the Group will continue to increase investment in core regions, focused industries, and assets, leveraging full industry chain synergy to drive efficient revitalization and value enhancement of infrastructure assets, while deeply laying out the robotics industry through an "investment, production, service" ecosystem to improve digital intelligent asset management and create long-term shareholder returns - The Group will further increase its investment layout in core regions, focused industries, and focused assets, relying on full industry chain synergy to inject stronger impetus into the efficient revitalization and value enhancement of China's infrastructure assets[236][237] - The Group will continue to deeply lay out the robotics industry, building a complete robotics industry ecosystem through "investment, production, and service" to assist robotics enterprises in product upgrades and iterations[236][237] - The goal is to enhance the digital intelligent management level of the Group's managed assets and create long-term returns for shareholders[236][237] Other Information This section covers additional disclosures, including interim dividends, share transfer registration, securities transactions, convertible bonds, and directors' and major shareholders' interests Interim Dividend The Board declared a total interim dividend of HK$271 million (3.43 HK cents per share) for the six months ended June 30, 2025, expected to be distributed on November 17, 2025 - The Board declared an interim dividend totaling HK$271 million (equivalent to 3.43 HK cents per share) for the six months ended June 30, 2025[239][241] - The interim dividend is expected to be distributed on Monday, November 17, 2025[239][241] Closure of Register of Members To determine eligibility for the interim dividend, the company will close its register of members on September 30, 2025, with all transfer documents to be submitted by 4:30 p.m. on September 29, 2025 - The Company will close its register of members on Tuesday, September 30, 2025, to determine the entitlement of shareholders to the interim dividend[240][242] - All transfer documents, together with the relevant share certificates, must be lodged with the Company's share registrar by 4:30 p.m. on Monday, September 29, 2025[240][242] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, the company repurchased 400,000 shares on the Stock Exchange for a total consideration of approximately HK$533,000, and all repurchased shares were cancelled Share Repurchase Details (For the six months ended June 30, 2025) | Month | Number of Shares Repurchased | Highest Price Paid Per Share (HK$) | Lowest Price Paid Per Share (HK$) | Total Consideration (HK$) | | :--- | :--- | :--- | :--- | :--- | | April 2025 | 400,000 | 1.38 | 1.28 | 532,949.60 | | Total | 400,000 | | | 532,949.60 | - All repurchased shares were subsequently cancelled[243] Convertible Bonds The company issued US$180 million 0.75% convertible bonds due 2026 on July 9, 2025, which were listed on the Stock Exchange on July 10, 2025, with the conversion price adjusted to HK$1.61 per share - The Company issued US$180 million 0.75% convertible bonds due 2026, with the issuance completed on July 9, 2025, and listed on July 10, 2025[247][251] - The initial conversion price of HK$1.632 per share was adjusted to HK$1.61 per share due to the final dividend, convertible into 877,617,391 shares[247][248][251][252] - The net proceeds are intended to be used for investing in certain key assets and for general corporate purposes[247][251] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, several directors held long positions in the company's shares and share options, with Liu Jingwei holding the highest percentage, and no directors or chief executive exercised subscription rights during the reporting period Directors' and Chief Executive's Long Positions in Shares and Underlying Shares of the Company (As of June 30, 2025) | Director's Name | Capacity in which Interests are Held | Number of Shares and Underlying Shares Held | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | | Zhao Tianyang | Beneficial owner | Shares: 1,000,000 | 0.0137% | | | | Share options: 2,380,000 | 0.0327% | | Xu Huajie | Beneficial owner | Shares: 1,300,000 | 0.0178% | | Liu Jingwei | Beneficial owner | Shares: 4,293,200 | 0.0589% | | Wang Xin | Beneficial owner | Shares: 290,000 | 0.0040% | | | Spouse's interest | Shares: 200,000 | 0.0027% | - As of June 30, 2025, the total number of issued shares of the Company was 7,284,455,440 shares[261] - During the six months ended June 30, 2025, no rights to subscribe for equity or debt securities of the Company were granted to any director or chief executive of the Company, nor were any such rights exercised by them[258][260] Interests and Short Positions of Substantial Shareholders Under the SFO As of June 30, 2025, Shougang Group, ORIX Corporation, Cheng Yu Tung Family (Holdings II) Limited, and others were substantial shareholders holding long positions in the company's shares Substantial Shareholders' Long Positions in Shares of the Company (As of June 30, 2025) | Shareholder Name | Capacity in which Interests are Held | Number of Shares Held | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | | Shougang Group Co., Ltd. | Interest of controlled corporation | 1,817,411,917 | 24.9492% | | ORIX Corporation | Interest of controlled corporation | 1,044,081,679 | 14.3330% | | Cheng Yu Tung Family (Holdings II) Limited | Interest of controlled corporation | 835,485,105 | 11.4694% | | Cheng Yu Tung Family (Holdings) Limited | Interest of controlled corporation | 835,485,105 | 11.4694% | | Rocket Parade Limited | Beneficial owner | 835,485,105 | 11.4694% | | Beijing State-owned Capital Operation and Management Co., Ltd. | Interest of controlled corporation | 728,035,520 | 9.9944% | | Sunshine Insurance Group Co., Ltd. | Interest of controlled corporation | 586,944,246 | 8.0575% | - Shougang Group Co., Ltd. is the largest shareholder of the Group[142][143] - As of June 30, 2025, the total number of issued shares was 7,284,455,440 shares[261][270] Review of Interim Financial Information The Audit Committee has reviewed the Group's unaudited interim results for the six months ended June 30, 2025, and the auditor, PricewaterhouseCoopers, has also completed its review - The Audit Committee has reviewed the Group's unaudited interim results for the six months ended June 30, 2025[267][269] - The auditor, PricewaterhouseCoopers, has reviewed the Group's unaudited interim financial information for this period in accordance with Hong Kong Standard on Review Engagements 2410[267][269] Compliance with Corporate Governance Code The company has complied with the code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules for the six months ended June 30, 2025 - The Company has complied with the code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules for the six months ended June 30, 2025[272][275] Compliance with Model Code for Securities Transactions by Directors The company has adopted the Model Code as its code of conduct for directors' securities transactions, and all directors have complied with it during the reporting period - The Company has adopted the Model Code as its code of conduct for directors' securities transactions[273][276] - All directors have complied with the standards set out in the Model Code for their securities transactions during the six months ended June 30, 2025[273][276] Disclosure of Directors' Information Under Rule 13.51B(1) of the Listing Rules Subsequent to the reporting period, Executive Director Liu Jingwei was appointed as an independent non-executive director of Beijing Energy International Holding Co., Ltd., and Non-executive Director He Zhiheng resigned as Vice Chairman of the China Committee of the Hong Kong General Chamber of Commerce - Executive Director Mr. Liu Jingwei was appointed as an independent non-executive director of Beijing Energy International Holding Co., Ltd. with effect from July 11, 2025[278] - Non-executive Director Mr. He Zhiheng resigned as Vice Chairman of the China Committee of the Hong Kong General Chamber of Commerce with effect from July 11, 2025[278] Appreciation The Board expresses sincere gratitude to shareholders and potential investors for their trust and support, especially the strong backing from strategic shareholders, and will continue to leverage its core competitive advantages to promote intelligent manufacturing industry upgrades and create sustainable shareholder value returns - The Board expresses its sincere gratitude to all shareholders and potential investors for their trust and assistance to the Group, especially the strong support from strategic shareholders such as Shougang Group Co., Ltd., ORIX Corporation, Chow Tai Fook Enterprises Limited, Beijing State-owned Capital Operation and Management Co., Ltd., and Sunshine Insurance Group Co., Ltd.[279][280] - The Group will continue to leverage its core competitive advantages in asset operation and management, capital synergy and integration, and scenario-based empowerment and innovation to continuously promote the upgrade of China's intelligent manufacturing industry and create sustainable value returns for shareholders[279][280]