Company Information Board of Directors and Committees This chapter outlines the company's board members and their roles in audit, remuneration, and nomination committees, demonstrating the corporate governance structure - Board members include Mr. Kwok Lam Sik (Chairman), Mr. So Koon To (CEO and Vice Chairman) as executive directors, and Ms. Chan Po Yee, Mr. Cheung Kiu Chor, Mr. Liu Wing Tung as independent non-executive directors6 - Ms. Chan Po Yee chairs the Audit Committee, Mr. Liu Wing Tung chairs the Remuneration Committee, and Mr. Cheung Kiu Chor chairs the Nomination Committee6 Company Contact Information This chapter provides detailed contact information for the company, including its registered office, principal places of business, share registrar, auditor, legal counsel, principal bankers, stock code, and website - Registered office in Cayman Islands, Macau head office and principal place of business in Dynasty Plaza, Hong Kong principal place of business in Hing Yip Commercial Centre6 - Hong Kong share registrar is Tricor Investor Services Limited, auditor is Deloitte Touche Tohmatsu7 - Principal bankers include Agricultural Bank of China Limited, Bank of Communications Co., Ltd., China Guangfa Bank Co., Ltd. Macau Branch, Dah Sing Bank Limited, and Tai Fung Bank Limited8 Management Discussion and Analysis Company Profile MECOM Power and Construction Limited and its subsidiaries are a renowned integrated construction enterprise operating in Macau, Hong Kong, Singapore, and Australia, with core businesses in smart manufacturing, construction, and EV-related services - The Group is a renowned integrated construction enterprise with operations in high-growth potential regions including Macau, Hong Kong, Singapore, and Australia9 - Business segments primarily include: (1) smart manufacturing (R&D and sales of new building materials, production and sales of smart machinery); (2) construction business (construction and renovation, high-voltage substation construction, E&M engineering, facility management and O&M services); (3) electric vehicle (EV) related services9 - The Smart Manufacturing business officially commenced production of smart equipment for various high-rise buildings during the six months ended June 30, 2025 ("the Period")11 Business Review Despite global economic uncertainties, AI innovation and government strategies drove growth in smart machinery and regional construction, leading to significant increases in the Group's overall revenue and net profit, with Hong Kong and Singapore markets showing strong contributions - Increased global economic uncertainty, but AI technology innovation and government strategic initiatives bring growth opportunities for smart machinery R&D and regional engineering construction13 - Macau's GDP increased by 1.8% compared to the previous period, tourist arrivals increased by 14.9% year-on-year, and the region actively promotes economic diversification focusing on modern finance, data centers, and technological innovation13 - Hong Kong market revenue contribution doubled compared to the previous period, becoming the second-largest market; Singapore market contribution rapidly grew from 0.4% to 3.9% from the previous period15 Performance Indicators | Indicator | 2025 (MOP million) | 2024 (MOP million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Overall Revenue | 803.2 | 746.2 | +7.6% | | Smart Manufacturing Revenue | 529.7 | 554.9 | -4.5% | | Smart Manufacturing % of Total | 65.9% | 74.4% | -8.5pp | | Gross Profit | 71.9 | 47.5 | +51.5% | | Gross Profit Margin | 9.0% | 6.4% | +2.6pp | | Net Profit | 20.4 | 8.0 | +155.3% | | Net Profit Margin | 2.5% | 1.1% | +1.4pp | | Construction Business Order Book | 595.3 | 682.1 (Dec 31, 2024) | -12.7% | | Smart Manufacturing Order Book | 567.0 | 618.1 (Dec 31, 2024) | -8.3% | Smart Manufacturing Business Smart manufacturing contributed 65.9% of total revenue with an improved gross profit margin of 8.8%, driven by efficient delivery and quality, despite a slight sales volume decrease - Smart Manufacturing business contributed approximately 65.9% of total revenue, delivering about 102,180 tonnes of contracted orders for large public and private projects in Macau, Hong Kong, and Southeast Asia17 - Smart Manufacturing gross profit margin increased to 8.8% (previous period: 5.4%), primarily due to higher gross profit margins from sales orders in Hong Kong and Singapore1727 - Strategic cooperation with Beijing Institute of Architectural Mechanization (a central state-owned enterprise) for joint R&D and promotion of green energy, new materials, and complete sets of smart equipment, with smart window cleaning equipment already in production18 - Guangdong Jiangmen production plant expanded capacity in H1 2025, participating in new rounds of urban infrastructure projects such as Hong Kong's Northern Metropolis, Macau's New Urban Zone reclamation project, and Singapore's intercity rail18 Construction Business Construction business revenue significantly increased by 43.9% year-on-year, driven by key project milestones and deliveries, including Macau government data center and Coloane substation civil construction - Construction business revenue significantly increased by approximately 43.9% compared to the same period in 2024, primarily due to the completion of important milestones and deliveries for several major projects2024 - Successfully secured renovation projects and equipment procurement services for the Macau Government Data Center, casino renovation and improvement projects, with new project contracts totaling approximately MOP158.6 million20 - Construction business gross profit margin remained stable, but construction and renovation engineering still recorded a gross loss margin of 7.1%, and facility management services gross profit margin decreased to 22.1%, mainly affected by inflation and unit price reductions by casino operators2027 Electric Vehicle Business The EV business, through Free Charge (Macau) Limited, continues to provide charging services to high-end entertainment resorts, residential areas, and commercial buildings, diversifying the Group's revenue, but recorded a gross loss during the period - Indirect wholly-owned subsidiary Free Charge (Macau) Limited continues to provide paid EV charging services to various high-end integrated entertainment and resort complexes, premium residential areas, and commercial buildings, including City of Dreams, Studio City, and The Venetian21 - EV business revenue decreased by MOP1.12 million or 77.1%, primarily due to lower sales volume22 - The EV business segment recorded a gross loss of MOP33,000 during the period, due to continuous investment to expand market share and prepare for rapid future customer growth27 Financial Review The Group's revenue increased by 7.6% to MOP803.2 million, gross profit surged by 51.5% to MOP71.9 million, and net profit rose by 155.3% to MOP20.4 million, driven by improved smart manufacturing margins and construction revenue growth, despite an EV business gross loss Revenue Breakdown (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Business Segment | 2025 (MOP '000) | 2025 (%) | 2024 (MOP '000) | 2024 (%) | Change (MOP '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Construction Business | 273,157 | 34.0 | 189,846 | 25.4 | +83,311 | +43.9% | | EV Business | 332 | 0.1 | 1,452 | 0.2 | -1,120 | -77.1% | | Smart Manufacturing Business | 529,678 | 65.9 | 554,866 | 74.4 | -25,188 | -4.5% | | Total | 803,167 | 100.0 | 746,164 | 100.0 | +57,003 | +7.6% | Gross Profit and Gross Profit Margin Breakdown (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Business Segment | 2025 Gross Profit (MOP '000) | 2025 Gross Margin (%) | 2024 Gross Profit (MOP '000) | 2024 Gross Margin (%) | Gross Profit Change (MOP '000) | Gross Margin Change (pp) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Construction Business | 25,540 | 9.3 | 18,342 | 9.7 | +7,198 | -0.4 | | Construction and Renovation | (6,077) | (7.1) | (10,273) | (16.0) | +4,196 | +8.9 | | High-Voltage Substation Construction | 3,467 | 6.8 | 140 | 1.5 | +3,327 | +5.3 | | E&M Engineering Services | 507 | 4.4 | 152 | 0.4 | +355 | +4.0 | | Facility Management Services | 27,643 | 22.1 | 28,323 | 34.5 | -680 | -12.4 | | EV Business | (33) | (10.1) | (1,008) | (69.4) | +975 | +59.3 | | Smart Manufacturing Business | 46,412 | 8.8 | 30,143 | 5.4 | +16,269 | +3.4 | | Total | 71,919 | 9.0 | 47,477 | 6.4 | +24,442 | +2.6 | - Other income increased by MOP7.2 million, primarily due to the Group recognizing MOP5.8 million in insurance claim proceeds as compensation for certain defects identified in the second phase development of a new hotel complex in Cotai, Macau28 - Administrative expenses increased by MOP2.7 million or 7.7%, mainly due to the expansion of production facilities in China during the period, leading to increased salaries, other staff costs, and depreciation for the smart manufacturing business32 - Finance costs decreased by MOP0.9 million or 17.5%, due to a reduction in bank borrowings during the period33 - Profit for the period increased by MOP12.4 million or 155.3%, with the net profit margin improving from 1.1% in the previous period to 2.5% in the current period35 Liquidity and Financial Resources The Group maintains a prudent cash management approach and a robust liquidity position, with increased net current assets and cash balances, reduced bank borrowings, and a lower gearing ratio - Net current assets increased to MOP242.0 million (December 31, 2024: MOP229.1 million)37 - Current ratio remained at 1.4 times37 - Total cash and bank balances increased to MOP116.6 million (December 31, 2024: MOP61.3 million)37 - Outstanding bank borrowings decreased to MOP240.5 million (December 31, 2024: MOP257.7 million)37 - Gearing ratio decreased to 47.2% (December 31, 2024: 53.5%)37 Capital Structure As of June 30, 2025, the company's share capital and total equity both increased, reflecting a strengthened financial foundation - As of June 30, 2025, the company's share capital was MOP41.0 million (December 31, 2024: MOP41.0 million)38 - As of June 30, 2025, the company's total equity was MOP510.0 million (December 31, 2024: MOP481.9 million)38 Foreign Exchange Risk The Group's currency risk primarily arises from RMB-denominated steel material purchases and HKD-denominated sales, which management continuously monitors and manages - The Group's currency risk primarily arises from the purchase of steel materials denominated in RMB, while sales are denominated in HKD39 - Management will monitor and review the Group's foreign exchange risk from time to time and ensure that appropriate measures are taken promptly and effectively to manage currency risk39 Material Investments, Acquisitions or Disposals, and Future Plans During the reporting period, the Group did not undertake any material investments, acquisitions, or disposals, nor does it have other significant future plans for investments or capital assets - The Group had no material investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the period40 - Save as disclosed in this report, the Group had no material future plans for investments or capital assets as of June 30, 202541 Pledged Assets As of June 30, 2025, the Group has pledged bank deposits and certain property, plant, and equipment as collateral for credit facilities - As of June 30, 2025, the Group had pledged MOP45.3 million in bank deposits (December 31, 2024: MOP27.9 million) to banks42 - As of June 30, 2025, the Group had pledged MOP258.1 million in property, plant and equipment (including right-of-use assets) (December 31, 2024: MOP258.9 million) to banks as collateral for credit facilities42 Contingent Liabilities and Commitments As of June 30, 2025, the Group had no material contingent liabilities or significant capital commitments - The Group had no material contingent liabilities as of June 30, 2025 (December 31, 2024: Nil)43 - As of June 30, 2025, the Group had no material capital commitments (December 31, 2024: MOP4,530,000)44 Employees and Remuneration Policy The Group's remuneration policy is based on employee performance, qualifications, position, and industry practice, with 507 employees globally as of June 30, 2025, and no share options granted, exercised, cancelled, or lapsed during the period - Employee remuneration packages generally include salaries, allowances, benefits-in-kind, other benefits including medical insurance and provident fund contributions, and bonuses; overall, the Group determines employee salaries based on their performance, qualifications, position, and prevailing industry practice45 - As of June 30, 2025, the Group had 507 employees (December 31, 2024: 405 employees) in Hong Kong, Macau, China, Singapore, and Cyprus45 - No share options were granted, agreed to be granted, exercised, cancelled, or lapsed under the share option scheme during the period45 Outlook The Group will respond to the central government's "new quality productive forces" call by collaborating with Beijing Institute of Architectural Mechanization to develop and promote green energy, new materials, and smart equipment, while expanding intelligent rebar production lines and smart window cleaning devices, and actively pursuing data center construction and maintenance opportunities in emerging overseas markets like Singapore - Responding to the central government's call for "new quality productive forces," the Group has become a strategic partner with Beijing Institute of Architectural Mechanization, a national-level architectural machinery R&D institution and central state-owned enterprise, to jointly develop and promote green energy, new materials, and complete sets of specialized smart equipment manufacturing4648 - Starting from the second half of 2025, the Group will progressively expand its full range of intelligent rebar production lines, which feature high technological content, significantly improving production efficiency, reducing labor costs, and lowering the incidence of production safety accidents48 - Committed to building the only R&D and production base for smart window cleaning equipment and special building operation robots in South China, and collaborating with Beijing Institute of Architectural Mechanization to develop a series of highly complex smart window cleaning machines48 - Seizing opportunities from the rapid popularization of AI and cloud services, which drive demand for computing network construction and data centers, to secure more public and private data center operation and maintenance orders49 - Actively exploring emerging overseas markets such as Singapore, optimizing business layout to reduce reliance on a few markets, and building a more balanced and resilient development model50 Review Report on Condensed Consolidated Financial Statements Introduction Deloitte Touche Tohmatsu has reviewed MECOM Power and Construction Limited's condensed consolidated financial statements for the six months ended June 30, 2025, prepared in accordance with HKEX Listing Rules and IAS 34 - Deloitte Touche Tohmatsu has reviewed the Group's condensed consolidated financial statements for the six months ended June 30, 202551 - The financial statements are prepared in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and International Accounting Standard 34 "Interim Financial Reporting"51 Scope of Review The review was conducted in accordance with HKSAE 2410, which is less extensive than an audit, thus no audit opinion is expressed - 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 Accountants52 - A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit, accordingly, we do not express an audit opinion52 Conclusion The review found no matters suggesting that the condensed consolidated financial statements were not prepared in all material respects in accordance with IAS 34 - Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 3453 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's revenue was MOP803,167 thousand, with profit for the period at MOP20,378 thousand, a significant 155.3% increase year-on-year, driven by 51.5% gross profit growth and increased other income and exchange gains Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Indicator | 2025 (MOP '000) | 2024 (MOP '000) | Change (MOP '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 803,167 | 746,164 | +57,003 | +7.6% | | Cost of goods and services | (731,248) | (698,687) | (32,561) | +4.7% | | Gross profit | 71,919 | 47,477 | +24,442 | +51.5% | | Other income | 8,581 | 1,343 | +7,238 | +538.9% | | Other gains and losses | 4,169 | 1,792 | +2,377 | +132.7% | | Distribution costs | (15,098) | (12,002) | (3,096) | +25.8% | | Net impairment losses | (2,631) | 6,153 | (8,784) | -142.8% | | Administrative expenses | (37,813) | (35,108) | (2,705) | +7.7% | | Finance costs | (4,444) | (5,388) | +944 | -17.5% | | Profit before tax | 24,689 | 9,598 | +15,091 | +157.2% | | Income tax expense | (4,311) | (1,616) | (2,695) | +166.8% | | Profit for the period | 20,378 | 7,982 | +12,396 | +155.3% | | Total comprehensive income for the period | 28,232 | 1,522 | +26,710 | +1754.9% | | Basic earnings per share (MOP cents) | 0.40 | 0.17 | +0.23 | +135.3% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets less current liabilities were MOP583,857 thousand, and net assets were MOP510,009 thousand, reflecting a solid financial position with increased net current assets and cash, and reduced trade and other receivables Summary of Condensed Consolidated Statement of Financial Position (As of June 30, 2025 vs. As of December 31, 2024) | Indicator | June 30, 2025 (MOP '000) | Dec 31, 2024 (MOP '000) | Change (MOP '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 341,866 | 346,808 | (4,942) | -1.4% | | Current assets | 815,497 | 792,296 | +23,201 | +2.9% | | Inventories | 139,710 | 103,069 | +36,641 | +35.5% | | Contract assets | 54,378 | 62,065 | (7,687) | -12.4% | | Trade and other receivables | 454,804 | 531,813 | (77,009) | -14.5% | | Pledged bank deposits | 45,270 | 27,928 | +17,342 | +62.1% | | Cash and cash equivalents | 116,632 | 61,315 | +55,317 | +90.2% | | Current liabilities | 573,506 | 563,170 | +10,336 | +1.8% | | Trade payables and accrued expenses | 299,683 | 310,605 | (10,922) | -3.5% | | Bank borrowings (current) | 166,785 | 163,911 | +2,874 | +1.8% | | Contract liabilities | 87,408 | 61,518 | +25,890 | +42.1% | | Net current assets | 241,991 | 229,126 | +12,865 | +5.6% | | Non-current liabilities | 73,848 | 94,019 | (20,171) | -21.5% | | Net assets | 510,009 | 481,915 | +28,094 | +5.8% | | Total equity | 510,009 | 481,915 | +28,094 | +5.8% | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners increased from MOP371,100 thousand to MOP391,788 thousand, primarily due to profit for the period and other comprehensive income from exchange differences, alongside a significant increase in non-controlling interests and minor share repurchases Summary of Condensed Consolidated Statement of Changes in Equity (As of June 30, 2025 vs. As of January 1, 2024) | Indicator | June 30, 2025 (MOP '000) | Jan 1, 2024 (MOP '000) | Change (MOP '000) | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 391,788 | 376,114 | +15,674 | | Non-controlling interests | 118,221 | 103,851 | +14,370 | | Total equity | 510,009 | 479,965 | +30,044 | | Profit for the period (attributable to owners) | 15,867 | 6,949 | +8,918 | | Other comprehensive income for the period (attributable to owners) | 4,959 | (3,979) | +8,938 | | Shares repurchased and cancelled | (138) | 0 | (138) | - Total comprehensive income for the period was MOP28,232 thousand, of which MOP20,826 thousand was attributable to owners of the Company and MOP7,406 thousand to non-controlling interests59 - Repurchase and cancellation of shares resulted in a decrease of MOP7 thousand in share capital and MOP131 thousand in share premium, totaling MOP138 thousand59 Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities was MOP93,588 thousand, net cash used in investing activities was MOP20,561 thousand, and net cash used in financing activities was MOP25,500 thousand, with cash and cash equivalents increasing to MOP116,632 thousand at period-end Summary of Condensed Consolidated Statement of Cash Flows (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Indicator | 2025 (MOP '000) | 2024 (MOP '000) | Change (MOP '000) | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 93,588 | 71,289 | +22,299 | | Net cash used in investing activities | (20,561) | (33,729) | +13,168 | | Net cash (used in) from financing activities | (25,500) | 2,845 | (28,345) | | Net increase in cash and cash equivalents | 47,527 | 40,405 | +7,122 | | Cash and cash equivalents at end of period | 116,632 | 94,443 | +22,189 | - Net cash from operating activities increased, primarily due to higher profit before tax, a decrease in trade and other receivables, and an increase in contract liabilities63 - Net cash used in investing activities decreased, mainly due to lower expenditure on the purchase of property, plant and equipment63 - Financing activities shifted from net inflow to net outflow, primarily due to more repayment of bank borrowings than new bank borrowings raised, and the repurchase and cancellation of shares65 Notes to the Condensed Consolidated Financial Statements Basis of Preparation and Accounting Policies The condensed consolidated financial statements are prepared in accordance with IAS 34 and HKEX Listing Rules, using the historical cost basis, with no material impact from the first-time application of IFRS amendments - The condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited66 - The condensed consolidated financial statements are prepared on the historical cost basis, except for certain financial instruments which are measured at fair value as appropriate67 - The Group first applied amendments to IFRS accounting standards (IAS 21 (Amendment) Lack of Exchangeability) but it had no material impact on the Group's financial position and performance and/or disclosures in these condensed consolidated financial statements for the current and prior periods68 Revenue and Segment Information The Group's reporting segments include construction, EV, and smart manufacturing, with total revenue of MOP803,167 thousand, where smart manufacturing was the largest contributor despite a revenue decrease, while construction revenue significantly grew, and Hong Kong and Singapore markets showed increased contributions - The Group's reporting segments include: (1) Construction Business; (2) Electric Vehicle Business; (3) Smart Manufacturing Business70 Revenue from Contracts with Customers (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Business Segment | 2025 (MOP '000) | 2024 (MOP '000) | Change (MOP '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Construction Business | 273,157 | 189,846 | +83,311 | +43.9% | | EV Business | 332 | 1,452 | -1,120 | -77.1% | | Smart Manufacturing Business (Sales and Processing) | 517,922 | 554,866 | -36,944 | -6.7% | | Steel Structure Rental Income | 11,756 | – | +11,756 | N/A | | Total Revenue | 803,167 | 746,164 | +57,003 | +7.6% | Segment Results (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Segment | 2025 Segment Result (MOP '000) | 2024 Segment Result (MOP '000) | Change (MOP '000) | | :--- | :--- | :--- | :--- | | Construction Business | 16,014 | 3,203 | +12,811 | | EV Business | (182) | (1,690) | +1,508 | | Smart Manufacturing Business | 10,245 | 3,734 | +6,511 | | Total | 26,077 | 5,247 | +20,830 | Geographical Revenue and Non-current Assets (As of June 30, 2025 vs. As of June 30, 2024/Dec 31, 2024) | Region | 2025 Revenue (MOP '000) | 2024 Revenue (MOP '000) | 2025 Non-current Assets (MOP '000) | 2024 Non-current Assets (MOP '000) | | :--- | :--- | :--- | :--- | :--- | | Macau | 500,933 | 587,798 | 88,664 | 97,048 | | China | 98,942 | 60,692 | 252,464 | 248,921 | | Hong Kong | 164,592 | 81,187 | – | – | | Singapore | 20,899 | 1,986 | – | – | | Cyprus | 17,801 | 14,501 | 738 | 839 | | Total | 803,167 | 746,164 | 341,866 | 346,808 | Other Income Other income significantly increased to MOP8,581 thousand during the period, primarily driven by MOP5.8 million in insurance claim proceeds Other Income Breakdown (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Item | 2025 (MOP '000) | 2024 (MOP '000) | Change (MOP '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Bank interest income | 618 | 503 | +115 | +22.9% | | Government grants | 117 | 203 | -86 | -42.4% | | Others (primarily insurance claim proceeds) | 7,846 | 637 | +7,209 | +1131.7% | | Total | 8,581 | 1,343 | +7,238 | +538.9% | - During the six months ended June 30, 2025, the Company received MOP5.8 million in compensation income from a customer's insurance company, related to repair costs for certain defects identified in one of the Group's construction projects in Macau that had been recognized and incurred in prior years76 Other Gains and Losses Net other gains and losses for the period amounted to MOP4,169 thousand, primarily contributed by exchange gains Other Gains and Losses Breakdown (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Item | 2025 (MOP '000) | 2024 (MOP '000) | Change (MOP '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Exchange gains, net | 4,173 | 1,846 | +2,327 | +126.1% | | Loss on write-off of property, plant and equipment | (4) | (54) | +50 | -92.6% | | Total | 4,169 | 1,792 | +2,377 | +132.7% | Income Tax Expense Income tax expense significantly increased to MOP4,311 thousand, mainly due to higher gross profit, with varying tax rates across regions and MOP44,473 thousand in unutilized tax losses at period-end Income Tax Expense Breakdown (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Item | 2025 (MOP '000) | 2024 (MOP '000) | Change (MOP '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Current tax | 3,500 | 2,645 | +855 | +32.3% | | Underprovision (overprovision) in prior years | 811 | (1,029) | +1,840 | -178.8% | | Total | 4,311 | 1,616 | +2,695 | +166.8% | - Macau subsidiaries are taxed at 12% on assessable profits exceeding MOP600,000; China subsidiaries at 25%; Cyprus subsidiaries at 12.5%; Hong Kong subsidiaries at 8.25% or 16.5% (two-tiered system); Singapore subsidiaries at 17%79808182 - As of the end of this interim period, the Group had unutilized tax losses of MOP44,473 thousand (December 31, 2024: MOP40,189 thousand) available to offset future profits; no deferred tax asset was recognized due to the unpredictability of future profit sources82 Finance Costs Finance costs decreased to MOP4,444 thousand, primarily due to reduced interest expense on bank borrowings Finance Costs Breakdown (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Item | 2025 (MOP '000) | 2024 (MOP '000) | Change (MOP '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Interest expense on bank borrowings | 4,420 | 5,373 | -953 | -17.7% | | Interest on lease liabilities | 24 | 15 | +9 | +60.0% | | Total | 4,444 | 5,388 | -944 | -17.5% | Profit for the Period Profit for the period was MOP20,378 thousand, influenced by factors such as directors' emoluments, staff costs, impairment losses, depreciation, and short-term lease expenses Key Deductions from Profit for the Period (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Item | 2025 (MOP '000) | 2024 (MOP '000) | Change (MOP '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Directors' emoluments | 4,487 | 4,487 | 0 | 0.0% | | Total staff costs | 63,389 | 80,279 | -16,890 | -21.0% | | Net impairment losses | 2,631 | (6,153) | +8,784 | -142.8% | | Depreciation of property, plant and equipment | 13,828 | 4,566 | +9,262 | +202.8% | | Short-term lease related expenses | 3,305 | 2,262 | +1,043 | +46.1% | Earnings Per Share For the six months ended June 30, 2025, basic and diluted earnings per share attributable to owners of the Company were both MOP0.40 cents, an increase from the prior period, with no outstanding bonus warrants Earnings Per Share (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Indicator | 2025 | 2024 | Change | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Profit for calculating basic and diluted EPS (MOP '000) | 15,867 | 6,949 | +8,918 | +128.3% | | Weighted average number of ordinary shares (thousands) | 3,980,817 | 3,986,007 | -5,190 | -0.13% | | Basic EPS (MOP cents) | 0.40 | 0.17 | +0.23 | +135.3% | | Diluted EPS (MOP cents) | 0.40 | 0.17 | +0.23 | +135.3% | - As of June 30, 2025, there were no bonus warrants issued or outstanding86 Property, Plant and Equipment During the period, the Group purchased MOP5,383 thousand in plant and machinery and computer equipment, transferred MOP995 thousand in construction in progress to plant and machinery, and recognized MOP11,756 thousand in rental income from certain plant and machinery held for rental purposes - During this interim period, the Group purchased approximately MOP5,383 thousand (six months ended June 30, 2024: MOP10,428 thousand) of plant and machinery and computer equipment87 - The Group transferred approximately MOP995 thousand of construction in progress to plant and machinery87 - As of June 30, 2025, certain plant and machinery with a carrying amount of MOP42,894 thousand (December 31, 2024: MOP50,215 thousand) were held for rental purposes, and rental income of MOP11,756 thousand (six months ended June 30, 2024: Nil) was recognized88 Inventories Inventories primarily consist of finished goods for the smart manufacturing business, accounted for at the lower of cost and net realizable value - Inventories primarily consist of finished goods for the smart manufacturing business, accounted for at the lower of cost and net realizable value89 Contract Assets Contract assets, mainly comprising unbilled revenue and retention receivables, totaled MOP54,378 thousand as of June 30, 2025, a decrease from the beginning of the period, with retention receivables at MOP40,343 thousand Contract Assets Breakdown (As of June 30, 2025 vs. As of December 31, 2024) | Item | 2025 (MOP '000) | 2024 (MOP '000) | Change (MOP '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Contract assets from customer contracts | 59,479 | 67,581 | -8,102 | -12.0% | | Less: Provision for credit losses | (5,101) | (5,516) | +415 | -7.5% | | Total | 54,378 | 62,065 | -7,687 | -12.4% | | Unbilled revenue | 14,035 | 21,125 | -7,090 | -33.6% | | Retention receivables | 40,343 | 40,940 | -597 | -1.5% | - As of June 30, 2025, retention money held by customers for contract works amounted to MOP40,343 thousand (December 31, 2024: MOP40,940 thousand), of which MOP52 thousand (December 31, 2024: MOP1,172 thousand) was held by related companies93 Ageing Analysis of Retention Receivables (As of June 30, 2025 vs. As of December 31, 2024) | Ageing | 2025 (MOP '000) | 2024 (MOP '000) | | :--- | :--- | :--- | | Within 1 year | 11,811 | 12,810 | | After 1 year | 28,532 | 28,130 | | Total | 40,343 | 40,940 | Trade and Other Receivables Total trade and other receivables amounted to MOP454,804 thousand, a decrease from the beginning of the period, with trade receivables (net of credit loss provision) at MOP286,985 thousand, some of which are overdue but not impaired Trade and Other Receivables Breakdown (As of June 30, 2025 vs. As of December 31, 2024) | Item | 2025 (MOP '000) | 2024 (MOP '000) | Change (MOP '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade receivables from customer contracts (net of provision) | 286,985 | 372,169 | -85,184 | -22.9% | | Other receivables, deposits and prepayments | 167,819 | 159,644 | +8,175 | +5.1% | | Total | 454,804 | 531,813 | -77,009 | -14.5% | Ageing Analysis of Trade Receivables (As of June 30, 2025 vs. As of December 31, 2024) | Ageing | 2025 (MOP '000) | 2024 (MOP '000) | | :--- | :--- | :--- | | 0 to 90 days | 187,572 | 270,702 | | 91 to 365 days | 80,154 | 72,765 | | 1 to 2 years | 13,954 | 21,178 | | Over 2 years | 5,305 | 7,524 | | Total | 286,985 | 372,169 | - As of June 30, 2025, the Group's trade receivables balance included gross carrying amounts of MOP147,640 thousand (December 31, 2024: MOP304,702 thousand) that were past due at the reporting date, of which MOP63,600 thousand (December 31, 2024: MOP76,485 thousand) were past due for more than 90 days and not considered to be in default97 Amounts Due from/to Related Companies As of June 30, 2025, amounts due from related companies totaled MOP4,703 thousand, and amounts due to related companies were MOP79 thousand, with trade-related receivables from related companies having credit terms of 30 to 45 days Amounts Due from Related Companies (As of June 30, 2025 vs. As of December 31, 2024) | Item | 2025 (MOP '000) | 2024 (MOP '000) | | :--- | :--- | :--- | | Non-trade related amounts due from related companies | 3,573 | 4,989 | | Trade related amounts due from related companies (net of provision) | 1,130 | 1,117 | | Total | 4,703 | 6,106 | Amounts Due to Related Companies (As of June 30, 2025 vs. As of December 31, 2024) | Item | 2025 (MOP '000) | 2024 (MOP '000) | | :--- | :--- | :--- | | Non-trade related amounts due to related companies | 79 | 178 | - The Group generally grants its related companies credit terms of 30 to 45 days9899 - As of June 30, 2025, MOP1,130 thousand (2024: MOP1,117 thousand) of trade related amounts due from related companies were past due but not impaired9899 Pledged Bank Deposits / Cash and Cash Equivalents Pledged bank deposits, serving as collateral for bank guarantees and bills payable, amounted to MOP45,270 thousand at period-end, bearing interest rates from 0.21% to 3.35%, while bank balances earned 0.001% to 0.25% market interest - Pledged bank deposits refer to pledged fixed-rate bank deposits serving as collateral for the Group's bank guarantees and bills payable100 - As of June 30, 2025, pledged bank deposits bore interest at annual rates ranging from 0.21% to 3.35% (December 31, 2024: 0.21% to 3.65%)100 - As of June 30, 2025, bank balances bore interest at prevailing market annual rates ranging from 0.001% to 0.25% (December 31, 2024: 0.001% to 0.25%)101 Trade Payables and Accrued Expenses Total trade payables and accrued expenses were MOP299,683 thousand, a decrease from the beginning of the period, with trade purchases having credit terms of 0 to 90 days and retention payables at MOP22,438 thousand Trade Payables and Accrued Expenses Breakdown (As of June 30, 2025 vs. As of December 31, 2024) | Item | 2025 (MOP '000) | 2024 (MOP '000) | Change (MOP '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade payables | 155,159 | 172,627 | -17,468 | -10.1% | | Retention payables | 22,438 | 24,338 | -1,900 | -7.8% | | Bills payable | 6,733 | 963 | +5,770 | +599.2% | | Other payables and accrued expenses | 115,328 | 112,677 | +2,651 | +2.4% | | Total | 299,683 | 310,605 | -10,922 | -3.5% | Ageing Analysis of Trade Payables (As of June 30, 2025 vs. As of December 31, 2024) | Ageing | 2025 (MOP '000) | 2024 (MOP '000) | | :--- | :--- | :--- | | 0 to 90 days | 116,029 | 132,378 | | 91 to 365 days | 38,606 | 37,507 | | 1 to 2 years | 122 | 2,692 | | Over 2 years | 402 | 50 | | Total | 155,159 | 172,627 | Ageing Analysis of Retention Payables (As of June 30, 2025 vs. As of December 31, 2024) | Ageing | 2025 (MOP '000) | 2024 (MOP '000) | | :--- | :--- | :--- | | On demand or within 1 year | 18,381 | 21,077 | | After 1 year | 4,057 | 3,261 | | Total | 22,438 | 24,338 | Bank Borrowings Total bank borrowings decreased to MOP240,507 thousand, predominantly secured and collateralized by property, plant, and equipment, comprising both floating and fixed-rate loans Bank Borrowings Breakdown (As of June 30, 2025 vs. As of December 31, 2024) | Item | 2025 (MOP '000) | 2024 (MOP '000) | Change (MOP '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Repayable within 1 year | 166,785 | 163,911 | +2,874 | +1.8% | | Repayable after 1 year but within 2 years | 68,224 | 23,433 | +44,791 | +191.2% | | Repayable after 2 years but within 5 years | 5,498 | 70,353 | -64,855 | -92.2% | | Total | 240,507 | 257,697 | -17,190 | -6.7% | | Secured | 151,213 | 144,697 | +6,516 | +4.5% | | Unsecured | 89,294 | 113,000 | -23,706 | -21.0% | - The Group holds floating-rate bank loans totaling MOP207,966 thousand and fixed-rate bank loans totaling MOP32,541 thousand in Macau and China106107 - MOP151,213 thousand of bank borrowings are secured by MOP226,164 thousand of property, plant and equipment (including right-of-use assets) and MOP31,919 thousand of construction in progress107 Share Capital As of June 30, 2025, issued and fully paid share capital was MOP41,001 thousand, a slight decrease from the beginning of the period, primarily due to share repurchases and cancellations Share Capital Movement (As of June 30, 2025 vs. As of January 1, 2024) | Item | June 30, 2025 (MOP '000) | Jan 1, 2024 (MOP '000) | Change (MOP '000) | | :--- | :--- | :--- | :--- | | Authorized share capital | 51,500 | 51,500 | 0 | | Issued and fully paid share capital | 41,001 | 41,056 | -55 | | Number of issued shares (thousands) | 3,980,719 | 3,985,997 | -5,278 | - The Company repurchased 680,000 shares of the Company in January for a total consideration of approximately HKD134,000 (equivalent to MOP138,000), and these shares have been cancelled110 Related Party Disclosures The Group engaged in transactions with related parties, including short-term office rental and management expenses, with total key management personnel compensation amounting to MOP7,075 thousand Related Party Transactions (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Nature of Transaction | 2025 (MOP '000) | 2024 (MOP '000) | | :--- | :--- | :--- | | Short-term office rental expenses paid (Mr. Kwok and spouse) | 343 | 343 | | Management expenses paid (Hong Yip Construction Engineering Limited - China Construction (Hong Kong) - Hong Yip Joint Venture) | 2 | 57 | Key Management Personnel Compensation (Six months ended June 30, 2025 vs. Six months ended June 30, 2024) | Item | 2025 (MOP '000) | 2024 (MOP '000) | | :--- | :--- | :--- | | Short-term benefits | 7,064 | 7,058 | | Post-employment benefits | 11 | 11 | | Total | 7,075 | 7,069 | Performance Guarantees and Contingent Liabilities The Group has issued performance guarantees for construction contracts, with MOP60,687 thousand outstanding at period-end, secured by pledged bank deposits, bills accepted, and corporate guarantees - As of the end of the reporting period, the Group's outstanding performance guarantees amounted to MOP60,687 thousand (December 31, 2024: MOP60,052 thousand)115 - The Group has obtained credit facilities totaling approximately MOP113,300 thousand for the issued performance guarantees, secured by pledged bank deposits of approximately MOP18,360 thousand, bills accepted of approximately MOP309,000 thousand, and corporate guarantees provided by the Company115 Other Information Corporate Governance Practices The Company is committed to maintaining good corporate governance practices and has complied with all code provisions of the Corporate Governance Code under Appendix C1 of the HKEX Listing Rules - The Company has adopted the code provisions set out in the Corporate Governance Code under Appendix C1 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as the basis for its corporate governance practices116 - The Board believes that the Company has complied with all code provisions in Part 2 of the Corporate Governance Code throughout the period117 Standard Code for Securities Transactions The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers under Appendix C3 of the Listing Rules, requiring all directors and employees with inside information to comply, ensuring market fairness - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules as its own code of conduct regarding directors' securities transactions118 - Following specific enquiries made to all Directors, each Director has confirmed that they have complied with the required standards set out in the Model Code throughout the period118 - Pursuant to Rule B.13 of the Model Code, the Directors have also requested any employee of the Company or director or employee of a subsidiary of the Company who, because of their office or employment, may possess inside information in relation to the Company's securities, not to deal in the Company's securities during the periods prohibited by the Model Code118 Interim Dividend The Board did not recommend the payment of an interim dividend for the period - The Board did not recommend the payment of an interim dividend for the period (six months ended June 30, 2024: Nil)119 Purchase, Redemption or Sale of the Company's Listed Securities During the period, the Company repurchased and cancelled 680,000 shares on the Stock Exchange for approximately HKD134,000, which the Board believes enhanced earnings per share and benefited the Company and its shareholders as a whole - During the period, the Company repurchased 680,000 shares of the Company on the Stock Exchange for a total consideration (including transaction costs) of approximately HKD134,000, and all repurchased shares were cancelled during the period120 - The Board believes that the repurchase enhanced earnings per share and benefited the Company and its shareholders as a whole120 - As of June 30, 2025, the Company had no treasury shares120 Pre-emptive Rights There are no pre-emptive rights provisions under the Company's articles of association or Cayman Islands law requiring the Company to offer new shares proportionally to existing shareholders - There are no pre-emptive rights provisions under the Company's articles of association or the applicable laws of the Cayman Islands, where the Company is incorporated, that would oblige the Company to offer new shares proportionally to existing shareholders121 Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Mr. Kwok Lam Sik and Mr. So Koon To held 51.27% long positions in the Company's shares through MECOM Holding Limited, with Ms. Chan Po Yee holding 0.02% beneficial interest Directors' and Chief Executive's Long Positions in Shares and Underlying Shares of the Company (As of June 30, 2025) | Director Name | Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Kwok Lam Sik ("Mr. Kwok") | Interest in controlled corporation | 2,040,802,000 | 51.27% | | Mr. So Koon To ("Mr. So") | Interest in controlled corporation | 2,040,802,000 | 51.27% | | Ms. Chan Po Yee | Beneficial interest | 675,000 | 0.02% | - MECOM Holding Limited is owned by Mr. Kwok, Mr. So, Mr. Lam Kwok Wah, and Mr. Lau Ka Wah with 35%, 35%, 15%, and 15% interests, respectively123 - Mr. Kwok, Mr. So, Mr. Lam, and Mr. Lau are parties acting in concert123 Directors' Interests in Associated Corporations of the Company (As of June 30, 2025) | Director Name | Name of Associated Corporation | Nature of Interest | Number of Shares | Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Mr. Kwok | MECOM Holding Limited | Beneficial owner and interest held jointly with other persons | 100 | 100% | | Mr. So | MECOM Holding Limited | Beneficial owner and interest held jointly with other persons | 100 | 100% | Substantial Shareholders' Interests in Shares and Underlying Shares As of June 30, 2025, Mr. Lam, Mr. Lau, and MECOM Holding Limited each held 51.27% long positions in the Company's shares, while Macau Ruiying Investment Limited and its owner Mr. Kwok Wai Hang held 13.58% long positions Substantial Shareholders' Long Positions in Shares and Underlying Shares of the Company (As of June 30, 2025) | Name/Company Name | Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lam | Interest in controlled corporation | 2,040,802,000 | 51.27% | | Mr. Lau | Interest in controlled corporation | 2,040,802,000 | 51.27% | | MECOM Holding Limited | Beneficial owner | 2,040,802,000 | 51.27% | | Mr. Kwok Wai Hang | Interest in controlled corporation | 540,617,500 | 13.58% | | Macau Ruiying Investment Limited | Beneficial owner | 540,617,500 | 13.58% | - MECOM Holding Limited is owned by Mr. Kwok, Mr. So, Mr. Lam, and Mr. Lau with 35%, 35%, 15%, and 15% interests, respectively128 - Mr. Kwok, Mr. So, Mr. Lam, and Mr. Lau are parties acting in concert128 - Macau Ruiying Investment Limited is 100% owned by Mr. Kwok Wai Hang128 Share Option Scheme The Company adopted a share option scheme in 2018 to recognize and reward eligible participants, but no options were granted, exercised, cancelled, or lapsed during the period - The Company adopted a share option scheme on January 23, 2018, which became effective upon the listing of the Company's shares on the Stock Exchange on February 13, 2018129 - The purpose of the share option scheme is to recognize and reward eligible participants who have contributed or may contribute to the Group129 - No share options were granted, agreed to be granted, exercised, cancelled, or lapsed under the share option scheme during the period130 Disclosure Requirements under Rule 13.21 of the Listing Rules The Company and its subsidiaries entered into several financing agreements with Tai Fung Bank (2024 and 2025 Financing Agreements A and B), which include a key default clause stating that a default event occurs if Mr. Kwok and Mr. So cease to exercise management control over the Company - In July 2024, Hong Yip Construction Engineering Limited and Sun Hong Yip Engineering Construction Limited (as borrowers) and the Company (as guarantor) entered into the 2024 Financing Agreement A with Tai Fung Bank, involving revolving bank guarantee commitments up to HKD110,000,000 and revolving loan and bank overdraft facilities up to HKD53,000,000131 - In October 2024, MECOM Construction (Macau) Limited (as borrower) and the Company and MECOM International New Material Technology (Guangdong) Co., Ltd. (as guarantors) entered into the 2024 Financing Agreement B with Tai Fung Bank, involving revolving invoice financing facilities up to HKD40,000,000 and revolving loan facilities up to HKD60,000,000132 - Under the terms of the 2024 Financing Agreements and 2025 Financing Agreements, a default event would occur if (among other things) Mr. Kwok and Mr. So cease to exercise management control over the Company133137 Audit Committee The Audit Committee, comprising three independent non-executive directors chaired by Ms. Chan Po Yee, primarily assists the Board by providing independent opinions on financial reporting, internal controls, and risk management - The Audit Committee comprises three members, namely Ms. Chan Po Yee (Chairperson), Mr. Cheung Kiu Chor, and Mr. Liu Wing Tung, all of whom are independent non-executive directors139 - The primary duties of the Audit Committee are to assist the Board in providing independent opinions on the Group's financial reporting process, internal control and risk management systems, monitoring the audit process, and performing other duties and responsibilities assigned by the Board139 Review of Interim Financial Information The Audit Committee and external auditor Deloitte Touche Tohmatsu have reviewed the Group's condensed consolidated financial statements for the six months ended June 30, 2025, and this interim report - The Audit Committee and the Company's external auditor, Deloitte Touche Tohmatsu, have reviewed the accounting principles and practices adopted by the Group and have reviewed the Group's condensed consolidated financial statements for the six months ended June 30, 2025, and this interim report140 Events After Reporting Period As of the report date, there have been no other significant events affecting the Group after the reporting period, apart from those already disclosed - Save as disclosed in this report, no other significant events affecting the Group have occurred subsequent to June 30, 2025, and up to the date of this report141
澳能建设(01183) - 2025 - 中期财报