新锐医药(06108) - 2025 - 中期财报

Company Information This section provides New Ray Medicine International Holding Limited's basic corporate information, including registration, stock code, and contact details Board of Directors and Committees This section lists New Ray Medicine International Holding Limited's board members and their committee memberships - The Board of Directors comprises three executive directors (Ms. Wang Qiuqin, Mr. Chu Xueping, Ms. Zhou Wan) and three independent non-executive directors (Mr. Leung Chi Kin, Ms. Li Qianming, Mr. Sze Lai Shan)[3] - The Audit Committee, Remuneration Committee, and Nomination Committee are all chaired by independent non-executive directors[3] Basic Company Information This section provides New Ray Medicine International Holding Limited's basic corporate information, including registration, stock code, and contact Basic Company Information | Metric | Details | | :--- | :--- | | Stock Code | 6108 | | Registered Office | Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda | | Headquarters | 37th Floor, B–C, Dikai International Center, No. 19 Dangui Road, Hangzhou, People's Republic of China | | Principal Place of Business in Hong Kong | Room 911B, 9th Floor, Tower 1, The Gateway, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong | | Website | www.newraymedicine.com | Financial Highlights This section provides a concise overview of the Group's key financial performance and position for the period Financial Highlights for the Six Months Ended June 30, 2025 For the six months ended June 30, 2025, revenue grew by 167.4%, but net loss attributable to owners increased by 82.3% Financial Performance for the Six Months Ended June 30, 2025 | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 44,701 | 16,718 | +167.4% | | Net Loss Attributable to Owners of the Company | (7,454) | (4,088) | +82.3% | | Interim Dividend | Nil | Nil | - | - As of June 30, 2025, the Group's gearing ratio remained zero, consistent with December 31, 2024, indicating no bank or other borrowings[5] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This section presents the Group's financial performance, including revenue, cost of sales, gross profit, and net loss for the period Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, revenue increased, but gross profit declined due to higher cost of sales, resulting in a net loss Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 44,701 | 16,718 | | Cost of sales | (41,065) | (10,492) | | Gross profit | 3,636 | 6,226 | | Loss before tax | (7,454) | (4,083) | | Loss for the period attributable to owners of the Company | (7,454) | (4,088) | | Loss per share (HK cents) | (0.45) | (0.24) | - Total other comprehensive expenses for the period amounted to HK$46,577 thousand, primarily impacted by fair value losses on equity instruments at fair value through other comprehensive income[7] Condensed Consolidated Statement of Financial Position This section outlines the Group's assets, liabilities, and equity, providing a snapshot of its financial health at period-end Condensed Consolidated Statement of Financial Position As of June 30, 2025, total assets less current liabilities decreased, mainly due to a reduction in equity instruments at fair value through OCI Condensed Consolidated Statement of Financial Position (As at June 30, 2025) | Metric | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Total non-current assets | 127,790 | 177,315 | | Total current assets | 319,477 | 327,920 | | Total current liabilities | 16,698 | 27,312 | | Net current assets | 302,779 | 300,608 | | Total assets less current liabilities | 430,569 | 477,923 | | Equity attributable to owners of the Company | 424,379 | 470,956 | - Equity instruments at fair value through other comprehensive income decreased from HK$102,367 thousand as of December 31, 2024, to HK$53,428 thousand as of June 30, 2025[8] Condensed Consolidated Statement of Changes in Equity This section details the changes in the Group's equity attributable to owners, including profit/loss and other comprehensive income Statement of Changes in Equity Equity attributable to owners decreased, primarily due to loss for the period and other comprehensive expenses Changes in Equity Attributable to Owners of the Company (For the Six Months Ended June 30) | Metric | June 30, 2025 (HK$'000) | June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Equity at beginning of period | 470,956 | 483,723 | | Loss for the period | (7,454) | (4,088) | | Other comprehensive expenses for the period | (39,123) | (10,964) | | Equity at end of period | 424,379 | 468,671 | - Equity instruments at fair value through other comprehensive income (non-recycling reserve) recorded an expense of HK$46,300 thousand in the first half of 2025, a key factor in the equity reduction[9] Notes This section explains the nature and accounting treatment of various reserves within the condensed consolidated statement of changes in equity - Contributed surplus primarily represents the share conversion difference arising from the Group's 2013 reorganization, net of dividends declared in 2014[10] - Chinese subsidiaries are required to set aside a statutory surplus reserve fund at 10% of net profit after tax, which can be used to offset losses or for capitalization issues[10] - Accumulated gains or losses from the revaluation of equity instruments at fair value through other comprehensive income are recognized in other comprehensive income and transferred to retained profits upon disposal[10] Condensed Consolidated Statement of Cash Flows This section presents the Group's cash flows from operating, investing, and financing activities for the period Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash outflow from operating activities led to a net decrease in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (For the Six Months Ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Net cash outflow from operating activities | (16,838) | (192) | | Net cash inflow (outflow) from investing activities | 3,570 | (14,820) | | Net cash outflow from financing activities | (1,367) | (719) | | Net decrease in cash and cash equivalents | (14,635) | (15,731) | | Cash and cash equivalents at end of period | 54,153 | 87,478 | - Cash and cash equivalents at the end of the period amounted to HK$54,153 thousand, a decrease from HK$64,255 thousand at the beginning of the period[12] Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements 1. General Information New Ray Medicine International Holding Limited, an investment holding company, primarily engages in pharmaceutical distribution and marketing services in China - The Company is an investment holding company, with its principal operating subsidiaries engaged in the distribution and trading of pharmaceutical and related products and providing marketing and promotion services in China[14] - The Company's functional currency is Renminbi, but the condensed consolidated financial statements are presented in Hong Kong Dollars[14] 2. Basis of Preparation The condensed consolidated financial statements are prepared under HKAS 34 and Listing Rules, and should be read with the annual financial statements - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' and the applicable disclosure requirements of Appendix D2 to the Listing Rules[15] - The condensed consolidated financial statements do not include all information and disclosures required in annual financial statements and should be read in conjunction with the Group's annual financial statements for the year ended December 31, 2024[15] 3. Significant Accounting Policies Information The condensed consolidated financial statements are prepared on a historical cost basis, with certain financial instruments measured at fair value - The condensed consolidated financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value[16] - During the period, amendments to Hong Kong Financial Reporting Standards issued by the HKICPA were first adopted, including HKAS 21 (Amendment) 'Lack of Exchangeability'[17] - The application of the amendments to HKFRSs had no significant impact on the Group's financial position and performance and/or disclosures for the current and prior periods[17] 4. Revenue and Segment Information The Group's revenue primarily derives from pharmaceutical product distribution and marketing services in China, with all revenue originating from China - The Group is principally engaged in the distribution and trading of pharmaceutical products and providing marketing and promotion services in China[18] Revenue by Business Segment (For the Six Months Ended June 30) | Business Segment | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Distribution and trading of pharmaceutical and related products | 43,058 | 12,116 | | Provision of marketing and promotion services | 1,643 | 4,602 | | Total | 44,701 | 16,718 | - All of the Group's revenue from external customers is derived from China[25] 5. Other Income, Gains and Losses For the six months ended June 30, 2025, the Group recorded a net other loss, primarily due to reduced bank interest and dividend income Other Income, Gains and Losses (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Bank interest income | 396 | 1,315 | | Dividend income | 1 | 420 | | Net exchange loss | (1,107) | (1,184) | | Total | (709) | 735 | - Bank interest income significantly decreased from HK$1,315 thousand in 2024 to HK$396 thousand in 2025[26] 6. Income Tax Expense The Group reported zero income tax expense for the six months ended June 30, 2025, as no taxable profits were generated Income Tax Expense (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Current tax: PRC Enterprise Income Tax | – | – | | Deferred tax | – | 5 | | Total tax expense for the period | – | 5 | - The tax rate for the Company's PRC subsidiaries is 25%, but no tax provision was made as the Group had no taxable profits in either period[27] Loss for the Period is Arrived at After Charging This section details items deducted to arrive at the loss for the six months ended June 30, 2025, including depreciation, amortization, and inventory costs Items Deducted to Arrive at Loss for the Period (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 1,302 | 1,129 | | Depreciation of right-of-use assets | 815 | 700 | | Amortisation of prepayment for distribution rights | 1,741 | 1,423 | | Fair value gains (losses) on financial assets at fair value through profit or loss | 682 | (267) | | Cost of inventories recognised as an expense | 40,940 | 10,306 | 8. Dividends The Board of Directors does not recommend paying any interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board of Directors does not recommend the payment of any interim dividend for the period (for the six months ended June 30, 2024: nil)[29] 9. Loss Per Share Basic and diluted loss per share attributable to owners increased to HK$0.45 cents for the six months ended June 30, 2025, with no diluted impact Loss Per Share Calculation (For the Six Months Ended June 30) | Metric | 2025 (HK$'000/share) | 2024 (HK$'000/share) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company for the purpose of basic and diluted loss per share | (7,454) | (4,088) | | Weighted average number of ordinary shares for the purpose of basic and diluted loss per share | 1,671,846,657 | 1,671,846,657 | | Basic and diluted loss per share (HK cents) | (0.45) | (0.24) | - The calculation of diluted loss per share for the six months ended June 30, 2025, did not assume the conversion of unexercised share options as their exercise would result in a decrease in loss per share[30] 10. Property, Plant and Equipment, Right-of-Use Assets and Lease Liabilities During the period, the Group acquired property, plant and equipment of HK$78 thousand, a decrease from the prior year, with no new lease agreements - During the period, the Group acquired property, plant and equipment of approximately HK$78 thousand (2024: approximately HK$567 thousand)[31] - The Group did not enter into any new lease agreements during the period, thus no new right-of-use assets and lease liabilities were recognized[31] 11. Equity Instruments at Fair Value Through Other Comprehensive Income / Financial Assets at Fair Value Through Profit or Loss As of June 30, 2025, equity instruments at fair value through OCI totaled HK$53,428 thousand, and financial assets at fair value through P&L were HK$44,821 thousand Equity Instruments at Fair Value Through Other Comprehensive Income | Category | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Listed investments: Equity securities listed in Hong Kong | 40,321 | 89,460 | | Unlisted investments: Equity securities | 13,107 | 12,907 | | Total | 53,428 | 102,367 | Financial Assets at Fair Value Through Profit or Loss | Category | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Unlisted investments | 44,821 | 44,138 | | Total | 44,821 | 44,138 | 12. Inventories This section pertains to the Group's inventory balances, though specific data is not provided in the outline 13. Trade and Other Receivables As of June 30, 2025, total trade and other receivables increased slightly, with a significant portion of trade receivables over 365 days Trade and Other Receivables (As at June 30, 2025) | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Trade receivables (net of allowance for credit losses) | 59,250 | 60,393 | | Other prepayments | 1,942 | 1,600 | | Prepayments to suppliers | 50,441 | 42,547 | | Deposits paid to suppliers (net of allowance for credit losses) | 133,083 | 131,391 | | Total | 249,319 | 241,456 | Ageing Analysis of Trade Receivables (As at June 30, 2025) | Ageing | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 0 to 30 days | 22,943 | 24,550 | | 31 to 60 days | 141 | 7,253 | | 61 to 90 days | 1,950 | 1,474 | | 91 to 180 days | 10,371 | 1,274 | | 181 to 365 days | 145 | 4,200 | | Over 365 days | 23,700 | 21,642 | | Total | 59,250 | 60,393 | - The Group grants credit periods of 0 to 365 days to customers and regularly reviews credit limits[33] 14. Trade and Other Payables As of June 30, 2025, total trade and other payables significantly decreased, with an increased proportion of trade payables over 90 days Trade and Other Payables (As at June 30, 2025) | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Trade payables | 12,366 | 21,613 | | Deposits received from customers | 1,305 | 637 | | Contract liabilities | 31 | 30 | | Accruals | 2,240 | 3,887 | | Total | 15,942 | 26,167 | Ageing Analysis of Trade Payables (As at June 30, 2025) | Ageing | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 0 to 30 days | 4,177 | 10,286 | | 31 to 60 days | – | 4,114 | | 61 to 90 days | – | 5,431 | | Over 90 days | 8,189 | 1,782 | - The credit period for purchases of goods ranges from 30 to 60 days, and the Group is required to make prepayments and/or pay deposits to certain suppliers[35] 15. Share Capital As of June 30, 2025, the Company's authorized share capital was 3,000,000 thousand shares, with 1,671,847 thousand issued and fully paid shares Changes in Share Capital (As at June 30, 2025) | Category | Number of Shares ('000) | Amount (HK$'000) | | :--- | :--- | :--- | | Authorised share capital | 3,000,000 | 150,000 | | Issued and fully paid share capital | 1,671,847 | 83,592 | - There were no changes in the Company's authorised and issued and fully paid share capital from January 1, 2024, to June 30, 2025[36] 16. Fair Value Measurement of Financial Instruments The Group's financial assets are measured at fair value using a hierarchy, with listed securities in Level 1 and unlisted investments primarily in Level 3 Fair Value of Financial Assets Measured at Fair Value on a Recurring Basis (As at June 30, 2025) | Financial Assets | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Fair Value Hierarchy | Valuation Technique | | :--- | :--- | :--- | :--- | :--- | | Equity instruments at fair value through other comprehensive income listed in Hong Kong | 40,321 | 89,460 | Level 1 | Quoted bid prices in active markets | | Unlisted investments: Equity instruments at fair value through other comprehensive income | 13,107 | 12,907 | Level 3 | Market-based valuation techniques | | Unlisted investments: Financial assets at fair value through profit or loss | 30,336 | 29,874 | Level 3 | Discounted cash flow method | | Unlisted investments: Financial assets at fair value through profit or loss | 14,485 | 14,264 | Level 3 | Adjusted net asset value | - Level 3 fair value measurements involve unobservable inputs such as discount rates, terminal growth rates, and discounts for lack of marketability, whose changes would impact fair value measurements[38][40] - There were no transfers between Level 1 and Level 2, or into or out of Level 3 fair value measurements during the period[41] Management Discussion and Analysis This section provides management's perspective on the Group's operational and financial performance, outlook, and key developments Company Overview New Ray Medicine International Holding Limited is a pharmaceutical distributor in Hangzhou, China, engaged in product distribution and marketing services across multiple provinces - The Group is principally engaged in the distribution and trading of pharmaceutical and related products and providing marketing and promotion services in China[44] - The Group's customer network spans various regions in China, including Zhejiang, Jiangsu, Hainan, Hunan, and Guangdong provinces[44] Overview For the six months ended June 30, 2025, total revenue increased by 167.4% due to new product launches, but net loss widened to HK$7,454 thousand - Total revenue for the period was approximately HK$44,701 thousand, an increase of approximately 167.4% compared to the same period in 2024[45] - The increase in revenue was primarily due to the launch of new pharmaceutical products in China by the Group since the second half of 2024[45] - A net loss of approximately HK$7,454 thousand was recorded for the period, with the increased loss mainly attributed to reduced gross profit (due to lower gross margins of new products) and decreased sales volume of key products[45] Business Review During the period, the Group's revenue primarily stemmed from pharmaceutical product distribution and marketing services, mainly focusing on injectable drugs - The Group's revenue in China is contributed by the distribution and trading of pharmaceutical and related products and the provision of marketing and promotion services[46] - The main category of pharmaceutical products distributed by the Group is injectable drugs[46] Revenue and Segment Information The Group's revenue is predominantly from pharmaceutical product distribution, which grew by 255.4%, while marketing and promotion services revenue significantly declined Revenue Contribution by Business Segment (For the Six Months Ended June 30) | Business Segment | 2025 (HK$'000) | 2025 (%) | 2024 (HK$'000) | 2024 (%) | | :--- | :--- | :--- | :--- | :--- | | Distribution and trading of pharmaceutical and related products | 43,058 | 96.3 | 12,116 | 72.5 | | Provision of marketing and promotion services | 1,643 | 3.7 | 4,602 | 27.5 | | Total | 44,701 | 100.0 | 16,718 | 100.0 | (1) Distribution and Trading of Pharmaceutical and Related Products Revenue from this segment increased by 255.4% to HK$43,058 thousand, driven by new product launches, partially offset by decreased demand for key products - Revenue from the distribution and trading of pharmaceutical and related products segment was approximately HK$43,058 thousand, an increase of approximately 255.4% compared to the same period in 2024[50] - The increase in revenue was mainly due to the launch of new products in China by the Group since the second half of 2024, partially offset by decreased demand for a key product (second-generation cephalosporin product (1.0g))[50] (2) Provision of Marketing and Promotion Services Revenue from marketing and promotion services decreased by 64.3% to HK$1,643 thousand, reflecting adjustments after China's 'Two-Invoice System' - Revenue from the provision of marketing and promotion services segment was approximately HK$1,643 thousand, a decrease of approximately 64.3% compared to the same period in 2024[51] - The Group developed its pharmaceutical product marketing and promotion services business since 2017 due to the implementation of China's 'Two-Invoice System'[51] Outlook The Group anticipates downward pressure on drug prices due to healthcare reforms and volume-based procurement, focusing on product diversification and sales enhancement - China's healthcare industry faces challenges from volume-based procurement policies, with anticipated downward pressure on drug prices in the future[52][54] - The ninth round of volume-based procurement was completed in November 2023, covering 41 drug varieties, with an average price reduction of approximately 58% compared to the original tender average price[52] - The tenth round of volume-based procurement was completed in December 2024, covering 385 drug varieties, with an average price reduction exceeding 60%[53] Continue to Enrich Existing Product Portfolio The Group plans to acquire new product distribution rights and strengthen distribution channels and marketing strategies in H2 2025 for sustainable growth - The Group will seek to acquire distribution rights for new products to enhance its product portfolio[55] - Looking ahead to the second half of 2025, the Group will continue to enhance its product portfolio, distribution channels, and marketing and promotion strategies[55] Continue to Improve and Enhance Sales and Marketing Capabilities To enhance competitiveness, the Group will strengthen its local distribution network and sales and marketing capabilities, exploring opportunities to boost distribution - The Group will continue to strengthen its local distribution network and sales and marketing capabilities in the future[56] - The Group has been exploring various opportunities to enhance its distribution capabilities[56] Focus on Our Core Business The Group's long-term strategy focuses on pharmaceutical product distribution and marketing services, reallocating resources and seeking M&A opportunities - The Group intends to focus on its core businesses, namely the distribution and trading of pharmaceutical products and the provision of marketing and promotion services for pharmaceutical products in China[57] - The Group will continue to seek potential merger and acquisition opportunities to generate higher returns for shareholders[57] Financial Review This section reviews the Group's financial performance for the six months ended June 30, 2025, covering revenue, cost of sales, gross profit, and net loss Revenue Total revenue for the period increased by 167.4% to HK$44,701 thousand, driven by new product launches, partially offset by decreased demand for key products - Total revenue for the period was approximately HK$44,701 thousand, an increase of approximately 167.4% compared to approximately HK$16,718 thousand for the six months ended June 30, 2024[58] - The increase in revenue was due to the launch of new products in China by the Group since the second half of 2024, partially offset by decreased demand for key products[58] Cost of Sales Cost of sales for the period significantly increased by 291.4% to HK$41,065 thousand, primarily due to higher sales of new products - Cost of sales for the period was approximately HK$41,065 thousand, an increase of approximately 291.4% compared to approximately HK$10,492 thousand for the six months ended June 30, 2024[59] - The increase in cost of sales was mainly due to increased sales of new products during the period[59] Gross Profit and Gross Margin Gross profit decreased by 41.6% to HK$3,636 thousand, with gross margin falling to 8.13%, due to lower new product margins and reduced key product sales - Gross profit decreased by approximately 41.6% from approximately HK$6,226 thousand in the same period of 2024 to approximately HK$3,636 thousand for the period[60] - The Group's gross margin for the period was only approximately 8.13%, a decrease of 29.1 percentage points compared to the same period in 2024[60] - The decrease in gross profit and gross margin was mainly due to the new products being in their initial stage with relatively lower gross margins, and decreased sales volume of key products[60] Other Income, Gains and Losses The Group recorded a net other loss of HK$709 thousand for the period, compared to a gain of HK$735 thousand in the prior year, due to reduced interest and dividend income - Net other loss for the period was approximately HK$709 thousand (2024: approximately HK$735 thousand gain)[61] - The change was mainly due to a decrease in bank interest income of approximately HK$396 thousand and a decrease in dividend income from equity instruments at fair value through other comprehensive income of approximately HK$419 thousand during the period[61] Selling and Distribution Expenses Selling and distribution expenses for the period slightly increased by 2.1% to HK$4,977 thousand compared to the prior year - Selling and distribution expenses for the period were approximately HK$4,977 thousand, a slight increase of approximately 2.1% compared to approximately HK$4,876 thousand for the six months ended June 30, 2024[62] Administrative Expenses Administrative expenses for the period slightly increased by 2.3% to HK$6,003 thousand compared to the prior year - Administrative expenses for the period were approximately HK$6,003 thousand, a slight increase of approximately 2.3% compared to approximately HK$5,867 thousand for the six months ended June 30, 2024[63] Income Tax Expense Income tax expense for the period was zero, consistent with the prior year, as the Group had no taxable profits - Income tax expense for the period was nil (2024: HK$5 thousand)[64] - The Group had no taxable profits for which tax provision was made[64] Loss for the Period Loss for the period increased to HK$7,454 thousand, primarily due to reduced bank interest income and a significant decline in gross profit and gross margin - Loss for the period was approximately HK$7,454 thousand, compared to a loss of approximately HK$4,088 thousand for the same period in 2024[65] - The increased loss was mainly due to decreased bank interest income and a significant reduction in gross profit and gross margin (attributable to lower gross margins of new products and decreased demand for key products)[65] Liquidity and Financial Resources The Group maintained a sound liquidity position, primarily funded by internal resources, with HK$54,153 thousand in cash and cash equivalents and a zero gearing ratio - The Group maintained a sound liquidity position during the period, with operations primarily funded by internal resources[67] Net Cash and Cash Equivalents (As at June 30, 2025) | Metric | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Net cash and cash equivalents | 54,153 | 64,255 | | HKD denominated proportion | 9.0% | 13.6% | | RMB denominated proportion | 91.0% | 86.4% | - As of June 30, 2025, the Group had no bank loans, and its gearing ratio was zero[67] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[68] Material Investments, Acquisitions and Disposals The Group entered a cooperation agreement to invest HK$16.5 million in a health industrial park project and disposed of its investment in Jiangxi Yimaiyangguang Group for HK$12.8 million Signing of Cooperation Agreement and Establishment of Target Company China New Ray, a subsidiary, entered a cooperation agreement to establish a target company with partners, investing HK$16.5 million for a 20% stake in a health industrial park project - China New Ray, Partner A, and Partner B entered into a cooperation agreement to establish a target company, with China New Ray holding a 20% equity interest[69] - China New Ray will inject HK$16.5 million (or equivalent RMB), funded by the Group's internal resources[69] - The target company aims to engage in a project involving the investment and construction of a health industrial park in Shengzhou City, Zhejiang Province, China[70] Disposal of Investment in Jiangxi Yimaiyangguang Group The Group disposed of 801,000 H shares of Jiangxi Yimaiyangguang Group for approximately HK$12.8 million, realizing a gain of HK$0.8 million and increasing liquidity - China New Ray, an indirect wholly-owned subsidiary of the Company, disposed of a total of 801,000 H shares of Jiangxi Yimaiyangguang Group in the open market for a total consideration of approximately HK$12.8 million[74] - The Group expects to receive gross proceeds of approximately HK$12.8 million from the disposal and recognized a gain of approximately HK$0.8 million[74] - The disposal was considered a good opportunity to realize the investment and increase the Group's liquidity, with proceeds intended for general working capital[74] Capital Structure The Company's capital structure remained unchanged during the period, but a post-period share capital reorganization was implemented to adjust share par value - There were no changes in the Company's capital structure during the period[77] - Subsequent to the period, the Company undertook a share capital reorganization, including share consolidation, capital reduction, and share subdivision[77] Share Capital Reorganisation Effective July 22, 2025, the Company implemented a share capital reorganization involving share consolidation, capital reduction, and share subdivision, resulting in 167,184,665 new shares - The share capital reorganization became effective on July 22, 2025, comprising share consolidation, capital reduction, and share subdivision[78][79] - The share consolidation involved consolidating every ten (10) existing shares of HK$0.05 par value each into one (1) consolidated share of HK$0.50 par value[78] - The capital reduction reduced the par value of each consolidated share from HK$0.50 to HK$0.01, and subdivided the authorized but unissued consolidated shares into fifty (50) new shares of HK$0.01 par value each[78] - Immediately following the effective date of the share capital reorganization, the Company had 167,184,665 new shares of HK$0.01 par value each in issue[79] Pledge of Assets As of June 30, 2025, and December 31, 2024, the Group had not pledged any of its assets - As of June 30, 2025, and December 31, 2024, the Group had not pledged any of its assets[80] Equity Instruments at Fair Value Through Other Comprehensive Income The Group's equity instruments at fair value through OCI include Hong Kong-listed and unlisted equity securities, with fair value losses recognized during the period - The Group's equity instruments at fair value through other comprehensive income primarily comprise equity instruments listed in Hong Kong and unlisted investments[81] - During the period, fair value losses of approximately HK$46.9 million (including fair value losses on Convoy Global Holdings Limited shares) were recognized through other comprehensive income (non-recycling reserve)[84] Convoy Global Holdings Limited As of June 30, 2025, the Group's investment in Convoy Global Holdings Limited was valued at HK$28.0 million, representing 1.74% of its issued share capital, with fair value losses recognized - As of June 30, 2025, the fair value of the Group's investment in shares of Convoy Global Holdings Limited was approximately HK$28.0 million[82] - The Group recognized a fair value loss of approximately HK$0.8 million on its investment in Convoy Global Holdings Limited shares during the period[82] - As of June 30, 2025, the Group held 117,602,000 shares of Convoy Global Holdings Limited, representing approximately 1.74% of its total issued share capital[83] Other Hong Kong Listed Securities Investments As of June 30, 2025, other Hong Kong-listed securities investments amounted to HK$12.3 million, with sales generating HK$3.3 million and a fair value gain of HK$1.0 million - As of June 30, 2025, the fair value of the Group's other listed securities investments in Hong Kong (excluding Convoy Global Holdings Limited shares) amounted to approximately HK$12.3 million[84] - During the period, the Group disposed of certain equity securities listed in Hong Kong, generating proceeds of approximately HK$3.3 million and a fair value gain of approximately HK$1.0 million[84] Financial Assets at Fair Value Through Profit or Loss The Group's financial assets at fair value through P&L primarily include investments in Shengzhou Xinrui Wanma Industrial Co., Ltd. and Shengzhou Xinrui Wanlin Enterprise Management Co., Ltd., both recognizing fair value gains - The Group's financial assets at fair value through profit or loss include investments in Shengzhou Xinrui Wanma Industrial Co., Ltd. and Shengzhou Xinrui Wanlin Enterprise Management Co., Ltd.[85] Shengzhou Xinrui Wanma As of June 30, 2025, the Group held a 39% equity interest in Shengzhou Xinrui Wanma, with an investment fair value of HK$30.3 million and a recognized fair value gain of HK$0.5 million - As of June 30, 2025, the Group held approximately 39% equity interest in Shengzhou Xinrui Wanma, with an investment fair value of approximately HK$30.3 million[86] - The Group recognized a fair value gain of approximately HK$0.5 million on its investment in Shengzhou Xinrui Wanma during the period[86] - Shengzhou Xinrui Wanma is constructing and developing a health industrial park, with all Phase I units sold and 31 Phase II units contracted for sale, totaling approximately RMB221 million[87] Shengzhou Xinrui Wanlin As of June 30, 2025, the Group held a 39% equity interest in Shengzhou Xinrui Wanlin, with an investment fair value of HK$14.5 million and a recognized fair value gain of HK$0.2 million - As of June 30, 2025, the Group held approximately 39% equity interest in Shengzhou Xinrui Wanlin, with an investment fair value of approximately HK$14.5 million[88] - The Group recognized a fair value gain of approximately HK$0.2 million on its investment in Shengzhou Xinrui Wanlin during the period[88] - Shengzhou Xinrui Wanlin aims to participate in the development of a health food industrial park project located in Shengzhou City, Zhejiang Province, China[88] Future Plans for Material Investments The Group currently has no other future plans for material investments beyond those disclosed in this report - Save as disclosed in this report, the Group currently has no other future plans for material investments[90] Other Information This section covers additional disclosures including employee information, foreign currency risk, share offer proceeds, and corporate governance matters Employee Information As of June 30, 2025, the Group had 30 employees with staff costs of HK$4,127 thousand, and a compensation policy based on position, responsibility, and performance - As of June 30, 2025, the Group had 30 employees (December 31, 2024: 29 employees)[91] - Staff costs (including directors' emoluments) for the period were approximately HK$4,127 thousand (2024: approximately HK$4,022 thousand)[91] - The Group's remuneration policy is based on employees' positions, responsibilities, and performance, providing comprehensive compensation and benefits, including a provident fund scheme[91] Foreign Currency Risk The Group's primary business is RMB-denominated in China, but it holds HKD and USD bank balances, exposing it to foreign currency risk, though no hedging policy is adopted - The Group conducts business in China, with most transactions denominated in Renminbi, but holds Hong Kong Dollar and US Dollar bank balances, exposing it to foreign currency risk[92] - The Directors believe that the potential impact of exchange rate fluctuations on the Group's profit or loss is not material, thus no foreign currency hedging policy has been adopted[92] Net Proceeds from Rights Issue The Company completed a rights issue in 2017, raising HK$330.0 million, with the remaining HK$22.3 million re-designated for general working capital and fully utilized during the period - The Company completed a rights issue on March 6, 2017, with net proceeds of approximately HK$330.0 million[93] - As of December 31, 2024, the remaining unutilized net proceeds from the rights issue (approximately HK$22.3 million) were re-designated for general working capital[93] - During the period, the Company fully utilized the remaining portion of the net proceeds for general working capital[93] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, executive directors Ms. Wang Qiuqin, Mr. Chu Xueping, and Ms. Zhou Wan held long positions in the Company's shares or underlying shares, with Mr. Chu holding significant interests Directors' and Chief Executive's Interests in Shares (As at June 30, 2025) | Name of Director/Chief Executive | Capacity | Number of Relevant Shares | Position | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | :--- | | Ms. Wang Qiuqin | Beneficial owner | 16,600,000 | Long position | 0.99% | | Mr. Chu Xueping | Beneficial owner | 443,272,000 | Long position | 26.51% | | Ms. Zhou Wan | Beneficial owner | 15,000,000 | Long position | 0.90% | - Mr. Chu Xueping's interests include beneficially owned share options and a share interest of 426,672,000 shares held through his controlled corporation, Eagle Amber Holdings Limited[94] - The exercise period for all directors' share options is from June 14, 2022, to June 13, 2027, with an exercise price of HK$0.287 per share[94] Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, Eagle Amber Holdings Limited held 25.52% of the Company's shares, with Mr. Chu Xueping and Mr. Dai Xiaosong each beneficially owning 50%, and Mr. Zhou Ling and Ms. Yang Fang collectively holding 9.65% Substantial Shareholders' Interests in Shares (As at June 30, 2025) | Name of Shareholder | Capacity | Number of Ordinary Shares | Position | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | :--- | | Eagle Amber Holdings Limited | Beneficial owner | 426,672,000 | Long position | 25.52% | | Dai Xiaosong | Interest in controlled corporation | 426,672,000 | Long position | 25.52% | | Zhou Ling | Beneficial owner and spouse's interest | 161,400,000 | Long position | 9.65% | | Yang Fang | Beneficial owner and spouse's interest | 161,400,000 | Long position | 9.65% | - Eagle Amber Holdings Limited is beneficially owned 50.0% by Mr. Chu Xueping and Mr. Dai Xiaosong respectively, thus both are deemed to have an interest in the shares held by it[98] - Mr. Zhou Ling and Ms. Yang Fang are spouses, and under the Securities and Futures Ordinance, they are deemed to have an interest in the shares held by each other[99] Share Option Scheme The Company's share option scheme, effective October 25, 2013, expired in October 2023, with no options granted, exercised, cancelled, or lapsed during the period, but 128,200,000 options remain unexercised - The Company's share option scheme became effective on October 25, 2013, with a ten-year validity period, and expired in October 2023[100][101] - No share options were granted, exercised, cancelled, or lapsed under the scheme during the period[100] Number of Outstanding Share Options (As at June 30, 2025) | Category of Participants | Outstanding as at June 30, 2025 | Exercise Period | Exercise Price per Share (HK$) | | :--- | :--- | :--- | :--- | | Directors (Wang Qiuqin, Chu Xueping, Zhou Wan) | 48,200,000 | June 14, 2022 to June 13, 2027 | 0.287 | | Employees | 80,000,000 | June 14, 2022 to June 13, 2027 | 0.287 | | Total | 128,200,000 | | 0.287 | Directors' Rights to Acquire Shares or Debentures of the Company No arrangements were made during the period for directors or their families to acquire shares or debentures of the Company or other corporations, beyond disclosed interests and share option schemes - Save for the disclosed directors' interests and share option scheme, neither the Company nor any of its subsidiaries entered into any arrangements during the period enabling directors or their families to acquire benefits by purchasing shares or debentures of the Company or any other corporation[102] Compliance with Corporate Governance Code The Company complied with the Corporate Governance Code during the period, though the combined roles of Chairman and CEO (Ms. Wang Qiuqin) represent a deviation, which the Board reviews periodically - The Company has adopted and complied with the Corporate Governance Code set out in Appendix C1 to the Listing Rules during the period[103][104] - Ms. Wang Qiuqin serves concurrently as Executive Director, Chairman of the Board, and Chief Executive Officer, which constitutes a deviation from Code Provision C.2.1 of the Corporate Governance Code (requiring separation of Chairman and Chief Executive Officer roles)[103] - The Board believes that the balance of power and authority under this arrangement is adequate and will review the structure from time to time, potentially seeking a suitable candidate for the Chairman position[103] Standard Code for Securities Transactions by Directors The Company adopted the Standard Code for Securities Transactions by Directors, and all directors confirmed compliance during the period - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules as its code of conduct for directors' securities transactions[105] - Following specific enquiries with all Directors, all Directors confirmed their compliance with the required standards set out in the Model Code during the period[105] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period[106] Litigation The Company is involved in an ongoing appeal by the SFC regarding a petition alleging misconduct by two former directors from 2015 to 2018, despite a court judgment awarding costs to the Company - The Company was served with a petition filed by the SFC with the High Court of Hong Kong on November 17, 2020, pursuant to Section 214 of the Securities and Futures Ordinance[107] - The petition alleged unlawful or other misconduct by two former directors (Mr. Zhou Ling and Mr. Dai Haidong) between 2015 and 2018, including breaches of directors' duties, secret profits, and fictitious transactions[107] - The Court delivered its judgment on September 13, 2024, awarding costs to the Company, but the SFC filed a notice of appeal on October 10, 2024, and the appeal is ongoing[109][111] Adoption of New Bye-laws Shareholders adopted new bye-laws on June 18, 2025, to comply with updated Listing Rules, allowing for electronic meetings and providing flexibility for treasury shares - The Board recommended amending the Company's bye-laws to comply with the latest regulatory requirements of the Listing Rules regarding the expanded paperless listing regime and mandatory electronic dissemination of corporate communications by listed issuers[113] - The new bye-laws explicitly permit the Company to convene and hold electronic meetings and/or hybrid meetings in addition to physical meetings[113] - The new bye-laws were adopted by shareholders of the Company via a special resolution at the annual general meeting held on June 18, 2025[113] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviews financial statements, accounts, and results, and oversees financial reporting, risk management, and internal controls - The primary responsibilities of the Audit Committee include reviewing the Company's financial statements, accounts, and interim and annual results, and providing advice and recommendations to the Board thereon[114] - The Audit Committee comprises three independent non-executive directors: Ms. Li Qianming (Chairperson), Mr. Leung Chi Kin, and Mr. Sze Lai Shan[114] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the period and this report[115]