京西国际(02339) - 2025 - 中期财报

CORPORATE INFORMATION Board of Directors and Committees Composition This section details the company's board members, their committee roles, and essential corporate information - The Board of Directors includes Chairman Dong Xiaojie, Executive Directors Liu Xihe and Xi Jianpeng, and three Independent Non-executive Directors Huang Kejie, Lu Jiaming, and Peng Fan[5][6] - The Audit Committee is chaired by Lu Jiaming, the Remuneration Committee by Huang Kejie, and the Nomination Committee by Dong Xiaojie[5][6][7][8] - The company's stock code is 2339, and its official website is www.bwi-intl.com.hk[8](index=8&type=chunk) REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION Introduction and Scope of Review PricewaterhouseCoopers reviewed the interim financial information for the six months ended June 30, 2025, noting the scope is less than an audit, thus no audit opinion is expressed - The auditor reviewed the interim financial information for the six months ended June 30, 2025, covering the consolidated statement of profit or loss, comprehensive income, financial position, changes in equity, and cash flows[9][10] - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, with a scope less than an audit, thus no audit opinion is expressed[12][14] Conclusion of Review The auditor found no matters indicating the Group's interim financial information is not prepared in all material respects under HKAS 34 - The auditor believes the Group's interim financial information is prepared in all material respects in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting'[13][15] INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Interim Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, revenue grew, but gross profit and margin declined, leading to a narrowed loss of 3.45 HK cents per share Key Financial Data from Statement of Profit or Loss (For the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | Notes | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,627,054 | 1,447,238 | 179,816 | 12.42% | Increase | | Cost of sales | (1,478,401) | (1,225,498) | (252,903) | 20.64% | Increase | | Gross profit | 148,653 | 221,740 | (73,087) | -32.96% | Decrease | | Selling and distribution expenses | (11,515) | (11,517) | 2 | -0.02% | Largely stable | | Administrative expenses | (86,533) | (83,647) | (2,886) | 3.45% | Increase | | Research and development expenses | (90,828) | (177,369) | 86,541 | -48.79% | Significant decrease | | Operating loss | (13,646) | (35,937) | 22,291 | -62.03% | Loss narrowed | | Loss before tax | (20,331) | (42,431) | 22,100 | -52.08% | Loss narrowed | | Loss for the period | (29,709) | (51,594) | 21,885 | -42.42% | Loss narrowed | | Basic and diluted loss per share (HK cents) | (3.45) | (8.98) | 5.53 | -61.58% | Loss narrowed | Interim Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, a HK$29.7 million loss was offset by HK$69.0 million in foreign exchange differences, yielding HK$35.8 million in total comprehensive income Key Data from Statement of Comprehensive Income (For the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss for the period | (29,709) | (51,594) | 21,885 | -42.42% | | Exchange differences on translation of overseas operations | 69,013 | (21,158) | 90,171 | -426.18% | | Remeasurement loss on defined benefit plans (net of income tax) | (3,491) | (1,408) | (2,083) | 147.94% | | Other comprehensive income/(loss) for the period, net of income tax | 65,522 | (22,566) | 88,088 | -390.36% | | Total comprehensive income/(loss) for the period | 35,813 | (74,160) | 109,973 | -148.29% | - In the first half of 2025, exchange differences on translation of overseas operations shifted from a HK$21.2 million loss in the prior year to a HK$69.0 million gain, primarily driving the positive total comprehensive income[21] Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, total assets and net assets increased, with non-current assets slightly down, while current assets and liabilities rose, and total liabilities increased marginally Key Data from Statement of Financial Position (As of June 30) | Metric | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total non-current assets | 946,946 | 976,782 | (29,836) | -3.05% | | Total current assets | 1,149,920 | 1,055,853 | 94,067 | 8.91% | | Total assets | 2,096,866 | 2,032,635 | 64,231 | 3.16% | | Total current liabilities | 923,061 | 903,687 | 19,374 | 2.14% | | Total non-current liabilities | 388,170 | 379,126 | 9,044 | 2.38% | | Total liabilities | 1,311,231 | 1,282,813 | 28,418 | 2.21% | | Net assets | 785,635 | 749,822 | 35,813 | 4.78% | | Total equity | 785,635 | 749,822 | 35,813 | 4.78% | - Property, plant and equipment increased from HK$434.9 million to HK$498.8 million, and trade receivables (third parties) increased from HK$286.7 million to HK$475.8 million[24] - Trade payables (third parties) increased from HK$389.3 million to HK$498.1 million, while trade payables (related parties) decreased from HK$294.9 million to HK$155.8 million[24] Interim Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity grew from HK$749.8 million to HK$785.6 million, mainly driven by increased exchange reserves despite a period loss Key Data from Statement of Changes in Equity (For the six months ended June 30) | Equity Item | December 31, 2024 (HK$ '000) | Loss for the period (HK$ '000) | Other comprehensive income/(loss) (HK$ '000) | June 30, 2025 (HK$ '000) | | :--- | :--- | :--- | :--- | :--- | | Issued capital | 86,151 | – | – | 86,151 | | Share premium account | 1,055,448 | – | – | 1,055,448 | | Merger reserve | (772,332) | – | – | (772,332) | | Defined benefit plan reserve | (28,666) | – | (3,491) | (32,157) | | Exchange reserve | (158,473) | – | 69,013 | (89,460) | | Capital reserve | 44,132 | – | – | 44,132 | | Retained profits | 523,562 | (29,709) | – | 493,853 | | Total equity | 749,822 | (29,709) | 65,522 | 785,635 | - Exchange reserve improved from a negative HK$158.5 million at the beginning of the period to a negative HK$89.5 million, primarily due to a HK$69.0 million gain from exchange differences on translation of overseas operations[29] - Retained profits decreased due to a HK$29.7 million loss for the period[29] Interim Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, operating cash flow shifted to net outflow, investment outflow decreased, and financing outflow slightly increased, resulting in a net decrease in cash and cash equivalents Key Data from Statement of Cash Flows (For the six months ended June 30) | Cash Flow Type | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (2,883) | 77,133 | (80,016) | -103.74% | | Net cash used in investing activities | (24,401) | (89,955) | 65,554 | -72.87% | | Net cash used in financing activities | (15,163) | (10,778) | (4,385) | 40.68% | | Net decrease in cash and cash equivalents | (42,447) | (23,600) | (18,847) | 79.86% | | Cash and cash equivalents at end of period | 96,302 | 109,478 | (13,176) | -12.03% | - Net cash flow from operating activities shifted from a HK$77.1 million inflow in the prior year to a HK$2.9 million outflow in 2025, primarily due to provisions and losses related to the Czech plant closure[34][237] - Net cash outflow from investing activities decreased, mainly as expenditures for property, plant and equipment purchases fell from HK$93.1 million to HK$37.7 million[36] NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION 1. General Information This section covers the company's registration, core business, and key events, notably the Czech plant closure and its anticipated one-off costs and impairment losses - The company primarily engages in the manufacturing, sales, and trading of automotive parts and components, and provides technical services[39][41] - The Board approved a phased closure plan for the Cheb plant in the Czech Republic on June 20, 2025, to enhance future overall operational efficiency[42][45] - The Czech plant closure is expected to incur approximately HK$80.4 million in one-off costs and impairment losses, including lease termination fees, employee severance, property, plant and equipment impairment, and income tax incentive clawbacks[43][45][46][48] 2. Basis of Preparation and Summary of Accounting Policies This section outlines the interim financial information's preparation under HKAS 34, confirms consistent accounting policies, and lists new and revised standards adopted or pending adoption - The interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' and should be read in conjunction with the company's consolidated financial statements for the year ended December 31, 2024[50][51][53] - The Group first applied HKAS 21 (Amendment) 'Lack of Exchangeability' from January 1, 2025, with no significant impact expected[55][57] - Hong Kong Financial Reporting Standard 18 'Presentation and Disclosure in Financial Statements' is expected to have a pervasive impact on the Group's consolidated financial statements presentation and disclosure but has not yet been adopted[59][62][64] 3. Revenue and Segment Information The Group, a single segment, generated HK$1,627.1 million revenue from industrial product sales and technical services, with Germany, UK, and US as key revenue sources, and Poland and Czech Republic as main non-current asset locations - The Group is identified as having a single reportable segment, primarily engaged in the manufacturing, sales, and trading of automotive parts and components, and providing technical services[67][70] Revenue by Product and Service (For the six months ended June 30) | Product and Service | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Sales of industrial products and others | 1,527,434 | 1,336,116 | 191,318 | 14.32% | | Technical service income | 99,620 | 111,122 | (11,502) | -10.35% | | Total revenue | 1,627,054 | 1,447,238 | 179,816 | 12.42% | Revenue by Customer Location (For the six months ended June 30) | Region | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Germany | 455,294 | 472,751 | (17,457) | -3.69% | | United Kingdom | 366,093 | 239,277 | 126,816 | 53.00% | | United States | 327,707 | 338,790 | (11,083) | -3.27% | | Mainland China | 114,960 | 77,813 | 37,147 | 47.74% | | Other countries | 363,000 | 318,607 | 44,400 | 13.94% | | Total | 1,627,054 | 1,447,238 | 179,816 | 12.42% | Non-current Assets by Asset Location (As of June 30) | Region | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Poland | 789,554 | 671,121 | 118,433 | 17.65% | | Czech Republic | 101,849 | 222,768 | (120,919) | -54.28% | | Other countries | 47,658 | 78,205 | (30,547) | -39.06% | | Total | 939,061 | 972,094 | (33,033) | -3.40% | Major Customer Revenue Contribution (For the six months ended June 30) | Customer | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Customer A | 284,160 | 231,058 | | Customer B | 238,350 | 142,814* | | Total | 522,510 | 373,872 | 4. Expenses by Nature For the six months ended June 30, 2025, total expenses were HK$1,667.3 million, dominated by raw materials and employee benefits, including HK$73.6 million in provisions for the Czech plant closure Expenses by Nature (For the six months ended June 30) | Expense Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Cost of raw materials sold and consumed | 950,732 | 893,963 | 56,769 | 6.35% | | Employee benefit expenses | 392,276 | 289,307 | 102,969 | 35.60% | | Provisions and losses arising from planned closure of Czech plant | 73,636 | – | 73,636 | N/A | | Utility expenses | 56,909 | 68,039 | (11,130) | -16.36% | | Depreciation and amortisation expenses | 54,502 | 46,089 | 8,413 | 18.25% | | Freight charges | 30,574 | 33,383 | (2,809) | -8.41% | | Research and development costs | 30,168 | 49,972 | (19,804) | -39.63% | | Research and development and testing expenses | 22,852 | 41,214 | (18,362) | -44.55% | | Taxes and surcharges | 8,284 | 6,188 | 2,096 | 33.87% | | Travel and business entertainment expenses | 8,106 | 7,015 | 1,091 | 15.55% | | Warranty expenses | 5,025 | 2,026 | 2,999 | 148.02% | | Others | 34,213 | 60,835 | (26,622) | -43.76% | | Total | 1,667,277 | 1,498,031 | 169,277 | 11.30% | - Employee benefit expenses significantly increased by 35.60% to HK$392.3 million[91] - Research and development costs and research and development and testing expenses both significantly decreased by 39.63% and 44.55%, respectively[91] 5. Other Income and Other Gains – Net For the six months ended June 30, 2025, other income and net gains increased, mainly due to higher profits from scrap sales and net exchange gains Other Income (For the six months ended June 30) | Income Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Profit from sales of scrap, prototypes and samples | 15,696 | 12,298 | 3,398 | 27.63% | | Bank interest income | 172 | 283 | (111) | -39.22% | | Others | 5,741 | 3,725 | 2,016 | 54.12% | | Total | 21,609 | 16,306 | 5,303 | 32.52% | Other Gains – Net (For the six months ended June 30) | Gain Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Net exchange differences | 12,254 | 2,409 | 9,845 | 408.67% | | Net (loss)/gain on disposal of property, plant and equipment | (848) | 1,086 | (1,934) | -178.08% | | Total | 11,406 | 3,495 | 7,911 | 226.35% | 6. Finance Costs For the six months ended June 30, 2025, finance costs slightly increased, mainly from interest on defined benefit plans and lease liabilities Finance Costs (For the six months ended June 30) | Cost Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest on defined benefit plans | 2,400 | 2,100 | 300 | 14.29% | | Interest on lease liabilities | 4,285 | 4,098 | 187 | 4.56% | | Others | – | 296 | (296) | -100.00% | | Total | 6,685 | 6,494 | 191 | 2.94% | 7. Income Tax For the six months ended June 30, 2025, total income tax expense was HK$9.4 million, including HK$6.8 million from Czech plant closure tax incentive clawback; no Pillar Two top-up tax is expected for FY2025 Income Tax Expense (For the six months ended June 30) | Tax Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Current income tax expense | 12,560 | 36,681 | (24,121) | -65.76% | | Deferred tax | (3,182) | (27,518) | 24,336 | -88.44% | | Total tax expense for the period | 9,378 | 9,163 | 215 | 2.35% | - Current income tax expense for the first half of 2025 includes approximately HK$6.8 million in income tax incentives to be clawed back due to the closure of the Czech plant[107] - The Group has preliminarily assessed the potential risks of Pillar Two income tax and expects no top-up tax related to Pillar Two for the financial year ending December 2025[106] 8. Losses Per Share For the six months ended June 30, 2025, basic and diluted loss per share was 3.45 HK cents, narrower than 8.98 HK cents last year, with both being identical due to no potential dilutive ordinary shares Losses Per Share (For the six months ended June 30) | Metric | 2025 (HK cents) | 2024 (HK cents) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Basic and diluted loss per share | (3.45) | (8.98) | 5.53 | -61.58% | - Basic loss per share is calculated based on a HK$29.7 million loss for the period and 861,508,602 weighted average ordinary shares[108] - Diluted loss per share is identical to basic loss per share as the Group had no potential dilutive ordinary shares during the reporting period[109][110] 9. Property, Plant and Equipment As of June 30, 2025, property, plant and equipment net book value rose to HK$498.8 million, with HK$57.7 million in additions and HK$4.8 million impairment loss from the Czech plant closure Changes in Net Book Value of Property, Plant and Equipment (For the six months ended June 30) | Item | December 31, 2024 (HK$ '000) | Additions (HK$ '000) | Depreciation provision (HK$ '000) | Disposals (HK$ '000) | Transfers (HK$ '000) | Impairment (HK$ '000) | Exchange adjustments (HK$ '000) | June 30, 2025 (HK$ '000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Buildings | 48,610 | – | (1,407) | – | 2,452 | – | 6,202 | 55,857 | | Machinery and equipment | 294,417 | 682 | (22,079) | (4,403) | 58,018 | – | 40,083 | 366,718 | | Motor vehicles | 3,932 | 422 | (610) | (301) | – | – | 463 | 3,906 | | Special tools | 37,931 | 3,332 | (7,004) | – | 3,270 | – | 2,691 | 40,220 | | Computer equipment and others | 27,288 | 9,736 | (5,830) | (9,416) | 1,671 | (4,839) | 3,805 | 22,415 | | Construction in progress | 22,758 | 43,557 | – | – | (65,411) | – | 8,749 | 9,653 | | Total | 434,936 | 57,729 | (36,930) | (14,120) | – | (4,839) | 61,993 | 498,769 | - Due to the closure of the Czech plant, an impairment loss of HK$4.8 million was recognized for property, plant and equipment, and HK$17.5 million for right-of-use assets[114][116] 10. Other Non-Current Assets As of June 30, 2025, other non-current assets decreased to HK$183.5 million from HK$293.0 million, primarily due to a reduction in the non-current portion of contract fulfillment costs Other Non-Current Assets (As of June 30) | Asset Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Performance deposits paid to customers, non-refundable | 71,806 | 66,513 | 5,293 | 7.96% | | Contract fulfillment costs | 145,105 | 256,420 | (111,315) | -43.41% | | Less: Current portion of contract fulfillment costs | (33,416) | (29,968) | (3,448) | 11.50% | | Total | 183,495 | 292,965 | (109,470) | -37.37% | - Contract fulfillment costs refer to pre-production costs directly attributable to customer contracts or anticipated customer contracts, amortized on a systematic basis[119][121] 11. Inventories As of June 30, 2025, total inventories increased to HK$207.1 million, with growth in raw materials and finished goods, alongside an increase in impairment provisions Inventory Composition (As of June 30) | Inventory Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Raw materials | 148,346 | 137,908 | 10,438 | 7.57% | | Work in progress | 27,610 | 26,196 | 1,414 | 5.40% | | Finished goods | 55,856 | 47,237 | 8,619 | 18.25% | | Impairment provision | (24,755) | (20,707) | (4,048) | 19.55% | | Total | 207,057 | 190,634 | 16,423 | 8.61% | - Inventory impairment provision is recognized for the amount by which the carrying amount of inventories exceeds their net realizable value, and is charged to 'Cost of sales' in the statement of profit or loss[124] 12. Trade Receivables As of June 30, 2025, third-party trade receivables significantly increased, while related-party trade receivables decreased; strict control is maintained over overdue balances Trade Receivables – Third Parties (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade receivables | 483,460 | 291,826 | 191,634 | 65.67% | | Less: Provision for impairment losses | (7,681) | (5,144) | (2,537) | 49.32% | | Net | 475,779 | 286,682 | 189,097 | 65.96% | Trade Receivables – Related Parties (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Amounts due from fellow subsidiaries | 201,637 | 276,904 | (75,267) | -27.18% | | Amounts due from direct holding and intermediate holding companies | 24,909 | 56,877 | (31,968) | -56.20% | | Less: Provision for impairment losses | (1,047) | (1,661) | 614 | -36.97% | | Net | 225,499 | 332,120 | (106,621) | -32.10% | - The credit period for third-party trade receivables is generally one to three months, and the Group maintains strict control over outstanding receivables[127][128] - The impairment provision for related-party trade receivables was reversed during the period, decreasing from HK$1.7 million at the beginning of the period to HK$1.0 million at the end of the period[140] 13. Prepayments, Other Receivables and Other Assets As of June 30, 2025, prepayments, other receivables, and other assets increased to HK$126.4 million, mainly driven by growth in input VAT and prepayments Prepayments, Other Receivables and Other Assets (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Input VAT | 61,405 | 39,075 | 22,330 | 57.15% | | Prepayments | 19,027 | 12,755 | 6,272 | 49.17% | | Contract fulfillment costs – current | 33,416 | 29,968 | 3,448 | 11.50% | | Deposits, other receivables and others | 12,566 | 7,295 | 5,271 | 72.26% | | Total | 126,414 | 89,093 | 37,321 | 41.90% | 14. Trade Payables As of June 30, 2025, third-party trade payables significantly increased, while related-party trade payables substantially decreased; they are typically interest-free and settled within 30-90 days Trade Payables – Third Parties (As of June 30) | Aging | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Within 3 months | 489,527 | 387,834 | 101,693 | 26.22% | | 3 months to 1 year | 8,160 | 1,233 | 6,927 | 561.80% | | Over 1 year | 399 | 238 | 161 | 67.65% | | Total | 498,086 | 389,305 | 108,781 | 27.94% | Trade Payables – Related Parties (As of June 30) | Aging | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Within 1 year | 86,691 | 237,311 | (150,620) | -63.47% | | Over 1 year | 69,103 | 57,635 | 11,468 | 19.90% | | Total | 155,794 | 294,946 | (139,462) | -47.28% | 15. Contract Liabilities, Other Payables and Accruals As of June 30, 2025, contract liabilities, other payables, and accruals increased to HK$172.1 million, mainly due to a significant rise in accrued salaries, wages, severance, and benefits Contract Liabilities, Other Payables and Accruals (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Contract liabilities | 24,456 | 58,913 | (34,457) | -58.49% | | Other payables and accruals | 59,752 | 60,314 | (562) | -0.93% | | Other taxes payable | 10,031 | 7,255 | 2,776 | 38.26% | | Accrued salaries, wages, severance and benefits | 79,313 | 49,687 | 29,626 | 59.63% | | Accrued price discounts | 19,455 | 13,261 | 6,194 | 46.71% | | Total current portion | 172,066 | 136,810 | 35,206 | 25.73% | - Contract liabilities include short-term and long-term advances received before providing technical services[156][159] - Of the contract liabilities balance at the beginning of the period, HK$2.5 million in revenue was recognized during the six months ended June 30, 2025[157] 16. Defined Benefit Obligations As of June 30, 2025, defined benefit obligations rose to HK$124.1 million, covering employees in Poland, France, and Germany; net benefit expense was HK$4.5 million, with remeasurement losses recognized Defined Benefit Obligations (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Present value of unfunded obligations | 124,114 | 104,398 | 19,716 | 18.89% | | Portion classified as current liabilities | (5,695) | (4,503) | (1,192) | 26.47% | | Non-current portion | 118,419 | 99,895 | 18,524 | 18.54% | Changes in Defined Benefit Obligations (For the six months ended June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Beginning of period | 104,398 | 103,384 | 1,014 | 0.98% | | Current service cost | 2,080 | 1,521 | 559 | 36.75% | | Interest cost on defined benefit obligations | 2,400 | 2,100 | 300 | 14.29% | | Benefits paid during the period | (2,266) | (2,608) | 342 | -13.11% | | Remeasurement loss recognized in other comprehensive income | 4,079 | 1,740 | 2,339 | 134.43% | | Exchange adjustments | 13,423 | (2,649) | 16,072 | -606.72% | | End of period | 124,114 | 103,488 | 20,626 | 19.93% | Net Benefit Expense Recognized in Profit or Loss (For the six months ended June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Current service cost | 2,080 | 1,521 | 559 | 36.75% | | Interest cost on defined benefit obligations | 2,400 | 2,100 | 300 | 14.29% | | Net benefit expense | 4,480 | 3,621 | 859 | 23.72% | 17. Issued Capital As of June 30, 2025, issued capital was HK$86.2 million, comprising 861,508,602 ordinary shares of HK$0.10 each, unchanged from the prior year Issued Capital (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Authorised share capital (2,000,000,000 ordinary shares of HK$0.10 each) | 200,000 | 200,000 | | Issued and fully paid share capital (861,508,602 ordinary shares of HK$0.10 each) | 86,151 | 86,151 | - There were no changes in the company's issued capital for the six months ended June 30, 2025, and 2024[176] 18. Contingent Liabilities As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities - The Group had no significant contingent liabilities as of June 30, 2025, and December 31, 2024[177][178] 19. Commitments As of June 30, 2025, capital commitments for contracted but unprovided plant and machinery totaled HK$106.8 million, a decrease from December 31, 2024 Capital Commitments (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Contracted but not provided for: Plant and machinery | 106,789 | 115,842 | (9,053) | -7.81% | 20. Related Party Disclosures This section discloses significant transactions and balances with related parties, including sales of goods, provision and purchase of technical services, and management services - The Group's related parties include BWI (Hong Kong), BWI (Beijing), BWI Group, and several fellow subsidiaries[181][183] Sales of Goods to Related Parties (For the six months ended June 30) | Related Party | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | BWI North America Inc. | 34,583 | 17,554 | | BWI Indiana Inc. | 32,848 | 115,675 | | BWI (Beijing) | 1,075 | 7,403 | | Total | 69,296 | 140,632 | Provision of Technical Services to Related Parties (For the six months ended June 30) | Related Party | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | BWI (Shanghai) Co., Ltd. | 56,081 | 34,535 | | BWI (Beijing) | 11,486 | 13,458 | | BWI North America Inc. | 10,357 | 34,263 | | Total | 93,260 | 86,979 | Amounts Due from Related Parties (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Amounts due from fellow subsidiaries | 201,637 | 276,904 | | Amounts due from intermediate holding companies | 24,409 | 56,377 | | Amounts due from direct holding company | 500 | 500 | | Total | 226,546 | 333,781 | Amounts Due to Related Parties (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Amounts due to fellow subsidiaries | 78,982 | 229,091 | | Amounts due to an intermediate holding company | 75,160 | 59,667 | | Amounts due to direct holding company | 1,652 | 6,188 | | Total | 155,794 | 294,946 | - Amounts due from and to related parties are unsecured, interest-free, and have no fixed repayment terms[199][200] 21. Fair Value of Financial Instruments This section discloses financial asset and liability carrying amounts, noting short-term instruments' fair values approximate carrying amounts, while long-term instruments' fair values are discounted future cash flows Carrying Amounts of Financial Instruments (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Financial Assets | | | | Trade receivables – Third parties | 475,779 | 286,682 | | Trade receivables – Related parties | 225,499 | 332,120 | | Financial assets included in prepayments, other receivables and other assets | 12,566 | 7,295 | | Cash and cash equivalents | 96,302 | 134,051 | | Total financial assets | 810,146 | 760,148 | | Financial Liabilities | | | | Lease liabilities | (289,748) | (259,733) | | Trade payables – Third parties | (498,086) | (389,305) | | Trade payables – Related parties | (155,794) | (294,946) | | Financial liabilities included in contract liabilities, other payables and accruals | (59,752) | (60,314) | | Total financial liabilities | (1,003,380) | (1,004,298) | - Management assesses that the fair values of short-term financial instruments approximate their carrying amounts, primarily due to their short-term maturity[204][208] 22. Approval of the Interim Financial Information This interim financial information was approved and authorized for issue by the company's Board of Directors on August 28, 2025 - The interim financial information was approved and authorized for issue by the company's Board of Directors on August 28, 2025[206][209] MANAGEMENT DISCUSSION AND ANALYSIS Operational Review The Group manufactures and services automotive suspension products in Europe, with plants in Poland and Czech Republic, maintaining strong ties with European automakers and sourcing from European suppliers - The Group's core products are suspension systems, primarily for high-end passenger vehicles, manufactured in European plants[210][211][214] - The Group operates two major plants in Poland and the Czech Republic, manufacturing and assembling suspension products for customers[211][214] - The Group has established strong relationships with major European automotive manufacturers and primarily sources raw materials and components from European suppliers[212][213][214] Financial Review For the six months ended June 30, 2025, revenue grew 12.4% to HK$1,627.1 million, but gross profit and margin declined due to Czech plant issues; R&D expenses decreased, other income and gains increased, narrowing the loss to HK$29.7 million Key Financial Review Data (For the six months ended June 30) | Metric | 2025 (HK$ Million) | 2024 (HK$ Million) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,627.1 | 1,447.2 | 179.9 | 12.4% | | Gross profit | 148.7 | 221.7 | (73.0) | -32.9% | | Gross profit margin | 9.1% | 15.3% | -6.2% | -40.5% | | Selling and distribution expenses | 11.5 | 11.5 | 0.0 | 0.0% | | Administrative expenses | 86.5 | 83.6 | 2.9 | 3.5% | | Research and development expenses | 90.8 | 177.4 | (86.6) | -48.8% | | Other income | 21.6 | 16.3 | 5.3 | 32.5% | | Other gains – net | 11.4 | 3.5 | 7.9 | 225.7% | | Finance costs | 6.7 | 6.5 | 0.2 | 3.1% | | Loss for the period attributable to owners of the company | 29.7 | 51.6 | (21.9) | -42.4% | - Revenue increased primarily due to higher order volumes from the Polish plant, while the Czech plant's revenue decreased due to its planned closure[215][218] - Gross profit and gross profit margin declined mainly due to lower-than-expected utilization of the Czech plant and provisions and losses related to its closure[217][219] - Research and development expenses significantly decreased by 48.8%, primarily due to enhanced cost control and reduced R&D expenditures on new projects[223][227] Liquidity and Financial Resources For the six months ended June 30, 2025, operating activities resulted in a HK$2.9 million net cash outflow, with period-end cash and cash equivalents at HK$96.3 million, a decrease from the start of the period - The Group's operations require substantial working capital, primarily for raw material procurement, employee compensation, capital expenditures, and research and development[236] - For the period ended June 30, 2025, net cash outflow from operating activities was HK$2.9 million, compared to a net cash inflow of HK$77.1 million in the prior corresponding period[237][239] - As of June 30, 2025, cash and cash equivalents totaled HK$96.3 million, a decrease from HK$134.1 million as of December 31, 2024[237][239] Indebtedness As of June 30, 2025, and December 31, 2024, the Group had no bank or other borrowings, resulting in a 0% debt-to-equity ratio - The Group had no bank or other borrowing balances as of June 30, 2025, and December 31, 2024[238][240] - As of June 30, 2025, the Group's debt-to-equity ratio was 0%[238][240] Pledge of Assets As of June 30, 2025, and December 31, 2024, the Group had not pledged any assets - The Group had not pledged any assets as of June 30, 2025, and December 31, 2024[241][245] Foreign Exchange Exposure The Group's transactions are mainly in EUR, USD, PLN, CZK, and GBP; it will monitor the FX market and implement measures to mitigate exchange rate risks - The Group's transactions are primarily denominated in Euros, US Dollars, Polish Zloty, Czech Koruna, and British Pounds, among other local currencies[242][246] - The Group will closely monitor the foreign exchange market and implement reasonable and effective measures to eliminate the negative impact of exchange rate risks as much as possible[242][246] Capital and Other Commitments Except as disclosed in Note 19, the Group and company had no other commitments as of June 30, 2025, and December 31, 2024 - The Group and the company had no other commitments as of June 30, 2025, and December 31, 2024, with details provided in Note 19[243][247] Contingent Liabilities As of June 30, 2025, and December 31, 2024, the Group and the company had no significant contingent liabilities - The Group and the company had no significant contingent liabilities as of June 30, 2025, and December 31, 2024[244][248] Use of Proceeds from the Rights Issue The company completed a rights issue in October 2024, raising HK$46.4 million net; by June 30, 2025, most funds were used for working capital in Polish and French technical centers, with some remaining for Hong Kong headquarters - The company completed a rights issue on October 21, 2024, raising net proceeds of approximately HK$46.4 million[249][251] Use of Proceeds from Rights Issue (As of June 30) | Intended Use | Intended use of proceeds from rights issue (HK$ Million) | Actual use of net proceeds as of December 31, 2024 (HK$ Million) | Unutilized net proceeds as of December 31, 2024 (HK$ Million) | Actual use of net proceeds as of June 30, 2025 (HK$ Million) | Unutilized net proceeds as of June 30, 2025 (HK$ Million) | | :--- | :--- | :--- | :--- | :--- | :--- | | Working capital for production plants in Poland and Czech Republic | 25.5 | 25.3 | 0.2 | – | 0.2 | | Working capital for Hong Kong headquarters | 11.6 | – | 11.6 | 5.4 | 6.2 | | Working capital for technical centers in Poland and France | 9.3 | 9.3 | – | – | – | | Total | 46.4 | 34.6 | 11.8 | 5.4 | 6.4 | Other Information The Group is committed to environmental, health, and safety, adhering to regulations, providing occupational training, and offering diverse employee development opportunities - The Group has adopted hazardous substance control plans and chemical substance assessment procedures, and obtained all necessary environmental permits[254][255][258] - The Group prioritizes employee health and safety, providing occupational health and safety training and implementing various measures to reduce accidents[256][258] - The Group provides diverse training and development opportunities to all employees, helping them fully realize their potential[257][259] Prospects The Group anticipates global uncertainties but expects stable business from European auto recovery. The Czech plant closure aims to enhance resource integration and capacity. Continuous R&D investment and automaker collaboration will maintain competitiveness and sustainable development - Geopolitical tensions and uncertainties in US interest rate policy will impact the future global political and economic landscape[261][263] - European passenger car production in 2024 increased by 4.4% compared to 2023, but remains below pre-pandemic levels, indicating recovery potential; the IMF forecasts 1.5% Eurozone GDP growth in 2025, supporting business stability[262][263] - The plan to close the Cheb plant in the Czech Republic is progressing smoothly, with most production lines expected to transfer to Krosno, Poland, by year-end, and the plant to be returned to the landlord by the end of the first quarter next year[265][267] - Management believes the Czech plant closure will more effectively integrate resources, reduce manufacturing costs, and improve capacity utilization, benefiting future operations[265][267] - The Group will continue to invest in R&D and engineering activities, collaborating closely with automotive manufacturers to develop innovative solutions, maintaining industry leadership and enhancing competitiveness[266][267][269][271] Employees and Remuneration Policy As of June 30, 2025, the Group had 2,013 employees, with total costs of HK$392.3 million, offering competitive compensation, retirement plans, and benefits, including defined benefit pension plans and an MPF scheme - As of June 30, 2025, the Group had approximately 2,013 employees, a decrease from 2,360 as of June 30, 2024[273][274] - For the period ended June 30, 2025, total employee costs were HK$392.3 million, an increase from HK$289.3 million in the prior corresponding period[273][274] - Remuneration is determined based on employee qualifications, experience, market conditions, and individual performance, offering comprehensive and competitive compensation, retirement plans, and benefits[273][274] - The Group operates defined benefit pension plans in Poland, France, and Germany, and has adopted a Mandatory Provident Fund scheme for its Hong Kong employees[273][274] CORPORATE GOVERNANCE AND OTHER INFORMATION Compliance with Corporate Governance Code The company complied with the Corporate Governance Code's code provisions in Appendix C1 of 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 of the Listing Rules[275][278] Compliance with Model Code for Securities Transactions by Directors The company adopted the Model Code for Securities Transactions by Directors as its code of conduct, and all directors complied with it for the six months ended June 30, 2025 - The company has adopted the Model Code as its code of conduct for directors' securities transactions[276][279] - All directors complied with the standards set out in the Model Code and the company's code of conduct for the six months ended June 30, 2025[276][279] Audit Committee The Audit Committee met on August 26, 2025, with the auditor and management to review the Group's interim results for the six months ended June 30, 2025 - The Audit Committee met with the auditor and management on August 26, 2025, to review the Group's interim results for 2025[277][280] Disclosure of Directors' Information Under Rule 13.51B(1) of the Listing Rules This section discloses changes in Directors Mr. Dong Xiaojie and Mr. Liu Xihe's positions since the 2024 annual report, including new appointments and terminations - Mr. Dong Xiaojie was appointed as a director of a company controlled by the company's substantial shareholder and ceased to be the President of Zhangjiakou Industrial Investment Holding Group Co., Ltd[282][283] - Mr. Liu Xihe was appointed as a director of BWI (Beijing) Automotive Electronics Technology Co., Ltd. and Zhangjiakou BWI Technology Group Co., Ltd., both substantial shareholders of the company[282][283] Interim Dividend The company's Board of Directors does not declare an interim dividend for the six months ended June 30, 2025 - The company's Board of Directors does not declare an interim dividend for the six months ended June 30, 2025[284][286] Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Director Mr. Dong Xiaojie held 9,371,907 shares, representing 1.09% of the company's issued share capital Directors' Interests in Shares (As of June 30) | Name of Director | Capacity in which interests are held | Number of Shares | Percentage of interest in the company's issued share capital | | :--- | :--- | :--- | :--- | | Dong Xiaojie | Beneficial owner | 9,371,907 | 1.09% | Interests and Short Positions of Shareholders Discloseable Under the SFO As of June 30, 2025, BWI (Hong Kong) Limited and its multi-layered holding companies held a 61.75% long position in the company's shares Substantial Shareholders' Long Positions in Shares (As of June 30) | Name of Shareholder | Capacity in which interests are held | Number of Shares | Percentage of interest in the company's issued share capital | | :--- | :--- | :--- | :--- | | BWI (Hong Kong) Limited | Beneficial owner | 532,001,553 | 61.75% | | BWI (Beijing) Automotive Electronics Technology Co., Ltd. | Interest in controlled corporation | 532,001,553 | 61.75% | | Zhangjiakou BWI Technology Group Co., Ltd. | Interest in controlled corporation | 532,001,553 | 61.75% | | Zhangjiakou Industrial Investment Holding Group Co., Ltd. | Interest in controlled corporation | 532,001,553 | 61.75% | | Zhangjiakou State-owned Assets Management Group Co., Ltd. | Interest in controlled corporation | 532,001,553 | 61.75% | - BWI (Hong Kong) is a wholly-owned subsidiary of BWI (Beijing), BWI Group holds over one-third of BWI (Beijing)'s issued voting shares, Zhangjiakou Industrial Investment Holding Group Co., Ltd. holds over one-third of BWI Group's issued voting shares, and Zhangjiakou State-owned Assets Management Group Co., Ltd. holds over one-third of Zhangjiakou Industrial Investment Holding Group Co., Ltd.'s issued voting shares; thus, these companies are deemed to hold the same block of shares[295] Share Options Scheme The old share option scheme terminated in May 2024, and a new one adopted in May 2024 became effective in May 2025; no outstanding share options existed under either scheme as of June 30, 2025 - The old share option scheme, adopted in June 2014 with a ten-year validity, was terminated by shareholder resolution on May 28, 2024[296][297][300] - The new share option scheme was adopted on May 28, 2024, with a ten-year validity, and became effective on May 30, 2025[298][300] - As of June 30, 2025, there were no outstanding share options under either the old or new schemes[297][299][301] Purchase, Sale or Redemption of the Company's Listed Securities During the review period, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[302][304] Appreciation The Board Chairman extends sincere gratitude to clients, suppliers, shareholders, and all management and employees - Board Chairman Dong Xiaojie, on behalf of the Board, extends sincere gratitude to clients, suppliers, shareholders, and all management and employees[303][305][306]