豆盟科技(01917) - 2025 - 中期财报

Definitions This section provides definitions of key terms used throughout the report to ensure clarity and consistent understanding Corporate Information This section details the company's governance structure, including its board, committees, and key administrative contacts and locations Board of Directors The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, with Mr. Yang Bin serving as Chairman and Co-Chief Executive Officer - Mr. Yang Bin serves as Chairman and Co-Chief Executive Officer, and Mr. Zhang Danqi was appointed Executive Director and Co-Chief Executive Officer on December 28, 2024, assisting Mr. Yang in leading the Group's development[10][11][126] Committees The company has an Audit Committee, Remuneration Committee, and Nomination Committee, each chaired by an independent non-executive director to ensure governance independence and professionalism - Mr. Chan Yiu Kwong serves as Chairman of the Audit Committee, Mr. Chan Wah as Chairman of the Remuneration Committee, and Mr. Cheung Lap Man as Chairman of the Nomination Committee[10][11] Key Contacts and Locations Ms. Au Wai Ching is the Company Secretary, with the registered office in the Cayman Islands, headquarters in Beijing, China, and a principal place of business in Hong Kong - Ms. Au Wai Ching is the Company Secretary, and Mr. Yang Bin and Ms. Au Wai Ching are authorized representatives[11] - The company's registered office is in the Cayman Islands, headquarters in Beijing, China, and principal place of business in Hong Kong at 40/F, Dah Sing Financial Centre, 248 Queen's Road East, Wan Chai[12][13][14][15] Financial Performance Highlights This section provides a summary of the company's key financial results and dividend policy for the interim period Interim Results In the 2025 interim period, loss and other comprehensive income attributable to owners of the Company significantly increased, and basic loss per share expanded, reflecting operational pressures 2025 Interim Key Financial Summary | Indicator | 2025 Interim (RMB) | 2024 Interim (RMB) | Change | | :--- | :--- | :--- | :--- | | Loss and other comprehensive income attributable to owners of the Company | 11.9 million | 4.1 million | Increased by 190.2% | | Basic loss per share | 0.0052 | 0.0018 | Increased by 188.9% | Interim Dividend The Board resolved not to declare an interim dividend for 2025, consistent with the 2024 interim period - The Board resolved not to declare any interim dividend for the 2025 interim period[17][19] Management Discussion and Analysis This section provides an in-depth review of the company's business performance, strategic direction, and detailed financial results for the reporting period Business Review In H1 2025, the live e-commerce industry shifted from traffic to capability competition, with the healthy food sector showing resilience, while the company's revenue declined and gross profit margin contracted due to strategic investments - The live e-commerce industry is accelerating its shift from traffic competition to capability competition, with platform algorithms favoring vertical content and the healthy food sector showing resilience[20][24] - The company focuses on deepening supply chain capabilities and incubating its own brand ecosystem, building a flexible and collaborative industrial network, especially in the food and beverage category[20][21][24][25] - The private label segment focuses on convenient nutritional needs in fast-paced lifestyles, optimizing product experience through user testing, and initially forming a product matrix prototype[22][25] 2025 Interim Business Performance | Indicator | 2025 Interim | 2024 Interim | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 18.6 million | 20.2 million | Decreased by 8.2% | | Gross profit margin | - | - | Decreased by 10.9 percentage points | - The decrease in revenue and contraction in gross profit margin are mainly due to supply chain capability building and product R&D being in a value accumulation period, as well as rising industry traffic costs[23][25] Strategic Outlook The company will deepen its "User + Data + Innovation + Supply + Sharing" strategic framework, focusing on dual-engine implementation and three fundamental certainties to achieve breakthrough growth after industry transformation - Deepen the "User + Data + Innovation + Supply + Sharing" five-dimensional strategic framework, shifting capabilities towards value transformation[26][27] - Implementation focuses on dual engines: * Build a dynamic demand perception system, penetrating life scenarios from transaction touchpoints * Accelerate the marketization of reserve products, deploying "instantly available" light health consumption closed-loops in supermarkets and convenience stores * Explore open collaboration of production capacity, channels, and data resources to reduce the marginal cost of industrial innovation[28][29] - Deepen three fundamental certainties: * Break the dichotomy of cost and quality with supply chain resilience * Define product evolution direction with user-oriented innovation * Reshape the efficiency of people-goods-place matching with technology-driven performance[28][29] - Management will maintain strategic focus, safeguard the capability building cycle, and anticipate breakthrough growth after the industry's deep transformation phase[26][27] Financial Review The Group's total revenue for the 2025 interim period decreased by 8.2% to RMB 18.6 million year-on-year, primarily due to strategic transformation, leading to reduced marketing service income and an incubating private label business, while cost of sales increased by 8.4%, resulting in a 33.5% decline in gross profit and a contraction in gross profit margin to 28.7%, with operating losses reducing total equity and net current assets, though the gearing ratio improved Revenue Total revenue for the 2025 interim period was approximately RMB 18.6 million, a year-on-year decrease of 8.2%, mainly due to the Group's strategic shift towards strengthening supply chain control and private label development, which has not yet fully translated into revenue Revenue Details (RMB'000) | Category | 2025 (RMB'000) | Percentage of Total Revenue | 2024 (RMB'000) | Percentage of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Marketing Services | 15,514 | 83.5% | 19,484 | 96.3% | | Of which: Online Marketing | 12,028 | 64.7% | 19,484 | 96.3% | | Offline Marketing | 3,486 | 18.8% | – | – | | Private Label | 2,999 | 16.1% | – | – | | Others | 71 | 0.4% | 757 | 3.7% | | Total | 18,584 | 100.0% | 20,241 | 100.0% | - Total revenue decreased by approximately 8.2% year-on-year, mainly due to the Group's strategic shift from brand agency operations to upstream industrial chain extension, strengthening independent and controllable supply chain capabilities and private label product matrix construction, which has not yet fully translated into revenue in the short term[31][32] Cost of Sales Cost of sales for the 2025 interim period was approximately RMB 13.3 million, an 8.4% year-on-year increase, primarily due to increased investment in the private label business incubation and higher offline marketing costs Cost of Sales (RMB'000) | Indicator | 2025 Interim (RMB'000) | 2024 Interim (RMB'000) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Cost of Sales | 13,258 | 12,233 | Increased by 8.4% | - The increase in cost of sales is mainly due to increased investment during the private label business incubation period and higher offline marketing business costs[33][37] Gross Profit and Gross Profit Margin Gross profit for the 2025 interim period was approximately RMB 5.3 million, a 33.5% year-on-year decrease, with the gross profit margin contracting to 28.7% from 39.6% in the prior year, primarily due to reduced total revenue and increased costs Gross Profit and Gross Profit Margin (RMB'000) | Indicator | 2025 Interim (RMB'000) | 2024 Interim (RMB'000) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Gross Profit | 5,326 | 8,008 | Decreased by 33.5% | | Gross Profit Margin | 28.7% | 39.6% | Decreased by 10.9 percentage points | - The decrease in gross profit and gross profit margin is mainly due to reduced total revenue and increased costs[34][38] Expenses Selling and distribution expenses for the 2025 interim period slightly increased by 2.3% to RMB 5.0 million, while administrative expenses rose by 6.3% to RMB 7.6 million, primarily due to higher rent and renovation costs Key Expenses (RMB'000) | Expense Category | 2025 Interim (RMB'000) | 2024 Interim (RMB'000) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 5,023 | 4,908 | Increased by 2.3% | | Administrative Expenses | 7,624 | 7,170 | Increased by 6.3% | - The increase in administrative expenses is mainly due to higher rent and renovation costs[36][40] Income Tax Expenses No income tax expense was incurred in the 2025 interim period due to corporate losses, while two of the Group's high-tech subsidiaries in China enjoy a preferential 15% income tax rate - No income tax expense was incurred in the 2025 interim period, primarily due to corporate losses[41][45] - Two of the Group's subsidiaries in China are approved as high-tech enterprises, enjoying a preferential income tax rate of 15%[41][45] Financial Positions As at June 30, 2025, total equity was approximately RMB 38.7 million, a decrease from year-end 2024, primarily due to operating losses, with net current assets also declining due to reduced cash at bank and in hand Financial Position Summary (RMB'000) | Indicator | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Total Equity | 38,700 | 50,500 | Decreased by 23.37% | | Net Current Assets | 34,100 | 45,700 | Decreased by 25.38% | - The decrease in total equity is mainly due to losses generated from operating activities[42][46] - The decrease in net current assets is mainly due to a reduction in cash at bank and in hand[42][46] Liquidity and Financial Resources As at June 30, 2025, cash at bank and in hand was approximately RMB 25.1 million, a decrease from year-end 2024, primarily used for operating activities Cash and Cash Equivalents (RMB'000) | Indicator | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Cash at bank and in hand | 25,100 | 35,800 | Decreased by 29.89% | - The decrease in cash is mainly due to payments for operating activities[43][47] Capital Structure The Group primarily funds its operations with cash generated from operations, with its capital structure comprising net debt and equity attributable to owners of the Company, which management continuously reviews to maintain an optimal balance - The Group primarily funds its operations with cash generated from operations[44][48] - The capital structure comprises net debt (net of cash and cash equivalents) and equity attributable to owners of the Company[49][55] - The Directors continuously review the capital structure and consider balancing the overall capital structure through dividend payments, new share issues and repurchases, and new debt issuance or redemption of existing debt[50][55] Total Capital (RMB'000) | Indicator | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Total Capital | 38,721 | 50,522 | Decreased by 23.36% | Borrowings As at June 30, 2025, the company had no bank borrowings, consistent with year-end 2024 - As at June 30, 2025, the Company had no bank borrowings[52][56] Material Events After the Reporting Period There have been no material events for the Group from June 30, 2025, up to the date of this interim report - There have been no material events for the Group from June 30, 2025, up to the date of this interim report[53][57] Gearing Ratio As at June 30, 2025, the gearing ratio was 7.9%, a decrease from 13.2% at year-end 2024, primarily due to a reduction in contract liabilities and other payables Gearing Ratio | Indicator | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing Ratio | 7.9% | 13.2% | Decreased by 5.3 percentage points | - The decrease in gearing ratio is mainly due to a reduction in contract liabilities and other payables[54][58] Capital Expenditure The Group incurred no significant capital expenditure during the 2025 and 2024 interim periods - The Group had no significant capital expenditure during the 2025 and 2024 interim periods[59][64] Significant Investments Held/Future Plans for Material Investments or Capital Assets, and Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures For the six months ended June 30, 2025, the Group had no significant investments or material acquisitions and disposals, and no future plans for material investments or capital assets - For the six months ended June 30, 2025, the Group had no significant investments or material acquisitions and disposals of subsidiaries, associates, and joint ventures[60][65] - As of the date of this interim report, the Group has no future plans for material investments or capital assets[61][65] Charge on Assets As at June 30, 2025, no property, plant and equipment were pledged - As at June 30, 2025, no property, plant and equipment were pledged[62][66] Foreign Exchange Risk The Group's primary operations are in China, with revenue and costs denominated in RMB, and while there are no current hedging plans, management monitors foreign exchange risks and considers hedging when necessary - The Group's principal business operations are located in China, with major revenue and costs denominated in RMB[63][67] - The Group currently has no foreign currency hedging plans, but management monitors foreign exchange fluctuation risks and considers hedging significant foreign exchange fluctuation risks when necessary[63][67] Contingent Liabilities and Guarantees As at June 30, 2025, the company had no significant contingent liabilities, guarantees, or any material claims or litigations recorded - As at June 30, 2025, the Company had no significant contingent liabilities, guarantees, or any material claims or litigations against it[68][72] Employees and Remuneration Policies Total employee remuneration for the six months ended June 30, 2025, was approximately RMB 7.5 million, a decrease from the prior year, with remuneration policies based on performance, experience, and capabilities, supported by restricted share schemes to incentivize and retain talent Total Employee Remuneration (RMB'000) | Indicator | Six Months Ended June 30, 2025 (RMB'000) | Six Months Ended June 30, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Total Employee Remuneration | 7,500 | 8,100 | Decreased by 7.41% | - Employee remuneration is determined based on performance, experience, and capabilities, including salaries, bonuses, allowances, and retirement benefit schemes[70][73] - The Company adopted a Restricted Share Unit Scheme on August 14, 2018, and a Restricted Share Award Scheme on May 7, 2020, to recognize, incentivize, and retain employees[71][73] Other Information This section covers various disclosures including directors' and substantial shareholders' interests, share incentive schemes, capital movements, and compliance with governance codes Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or Any of Its Associated Corporations As at June 30, 2025, Mr. Yang Bin held company shares through controlled corporations and a trustee, while Mr. Zhang Danqi and Ms. Shi Hui held relevant shares as trust beneficiaries, with all interests being long positions Directors' and Chief Executive's Shareholdings (As at June 30, 2025) | Director Name | Nature of Interest | Number of Ordinary Shares Interested | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Yang Bin | Interest in Controlled Corporation | 737,771,914 | 32.08% | | Mr. Yang Bin | Trustee | 206,066,614 | 8.96% | | Mr. Zhang Danqi | Beneficiary of Trust | 2,773,333 | 0.12% | | Ms. Shi Hui | Beneficiary of Trust | 13,483,256 | 0.59% | - All interests shown are long positions, calculated based on the total number of 2,300,000,000 issued shares as at June 30, 2025[81] Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares As at June 30, 2025, Evan Global, ESOP Holdings, BLUEFOCUS INTERNATIONAL, BlueFocus, Chengdu Hongdao, Mr. Yang Zhenghong, Hongdao Investment, Beijing Dongfang Hongdao Asset Management Co., Ltd., Summer Holdings Limited, and Ms. Chen Xiaona were substantial shareholders, holding varying percentages of shares or underlying shares Substantial Shareholders' Shareholdings (As at June 30, 2025) | Name | Nature of Interest | Number of Ordinary Shares | Number of Underlying Shares under 2018 RSU Scheme | Number of Underlying Shares under 2020 RSAS | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | :--- | :--- | | Evan Global | Beneficial Owner | 737,771,914 | – | – | 32.08% | | Evan Global | Interest in Controlled Corporation | – | 206,066,614 | – | 8.96% | | ESOP Holdings | Beneficial Owner | – | 206,066,614 | – | 8.96% | | BLUEFOCUS INTERNATIONAL | Beneficial Owner | 328,629,450 | – | – | 14.29% | | BlueFocus | Interest in Controlled Corporation | 328,629,450 | – | – | 14.29% | | Chengdu Hongdao | Beneficial Owner | 207,618,771 | – | – | 9.03% | | Mr. Yang Zhenghong | Interest in Controlled Corporation; Interest of Party to Agreement | 207,618,771 | – | – | 9.03% | | Hongdao Investment | Interest of Party to Agreement | 207,618,771 | – | – | 9.03% | | Beijing Dongfang Hongdao Asset Management Co., Ltd. | Interest of Party to Agreement | 207,618,771 | – | – | 9.03% | | Summer Holdings Limited | Beneficial Owner | 151,797,422 | – | – | 6.60% | | Ms. Chen Xiaona | Interest in Controlled Corporation | 151,797,422 | – | – | 6.60% | | Ms. Chen Xiaona | Beneficial Owner | – | 8,611,808 | 19,416,876 | 1.22% | - All interests shown are long positions, calculated based on the total number of 2,300,000,000 issued shares as at June 30, 2025[87] 2018 Restricted Share Unit Scheme The 2018 Restricted Share Unit Scheme, adopted on August 14, 2018, aimed to incentivize management and employees, with granted but unvested units cancelled and converted to restricted shares under the 2020 scheme on April 13, 2021 - The 2018 Restricted Share Unit Scheme was adopted on August 14, 2018, to incentivize directors, senior management, and employees, and to attract and retain talent[91][92][95] - The scheme has a validity period of ten years, with approximately 2 years and 11 months remaining as of the date of this interim report[94][96] - On April 13, 2021, granted but unvested restricted share units were cancelled and converted into restricted shares under the 2020 Restricted Share Award Scheme on April 15, 2021[97][101] - As at January 1, 2025, and June 30, 2025, 186,114,266 restricted share units were available for grant, with no shares issued during the reporting period[99][101] 2020 Restricted Share Award Scheme The 2020 Restricted Share Award Scheme, adopted on May 7, 2020, aims to provide equity opportunities and incentives for employees to achieve performance targets, with a ten-year validity and a maximum award of 230,000,000 shares - The 2020 Restricted Share Award Scheme was adopted on May 7, 2020, to provide employees with opportunities to acquire proprietary interests in the Company and offer additional incentives to achieve performance targets[103][107] - The scheme has a validity period of ten years, with approximately 4 years and 8 months remaining as of the date of this interim report[104][107] - The maximum number of shares that can be awarded is 230,000,000, representing 10% of the issued shares on the adoption date[106][108] - During the reporting period, no restricted shares were granted, vested, lapsed, or cancelled[111][114] - As at January 1, 2025, and June 30, 2025, 167,976,085 restricted shares were available for grant, representing approximately 7.30% of the total issued shares[112][115] Movements in Share Capital There were no movements in the company's share capital during the reporting period - There were no movements in the Company's share capital during the reporting period[117][122] Purchase, Sale or Redemption of Listed Securities Neither the company nor its subsidiaries repurchased, sold, or redeemed any listed securities during the 2025 interim period, and no treasury shares were held as at June 30, 2025 - Neither the Company nor its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities during the 2025 interim period[118][123] - As at June 30, 2025, the Company held no treasury shares[118][123] Interim Dividend The Board resolved not to declare an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board resolved not to declare any interim dividend for the six months ended June 30, 2025[119][124] Compliance with Corporate Governance Code The company has complied with all applicable provisions of the Corporate Governance Code, with the exception of the Chairman also serving as Co-Chief Executive Officer, an arrangement the Board deems beneficial with effective checks and balances - The Company has complied with all applicable code provisions in Part 2 of the Corporate Governance Code, except for a deviation from code provision C.2.1, which stipulates that the roles of chairman and chief executive should be separate[120][125] - Mr. Yang Bin holds both the Chairman and Co-Chief Executive Officer roles, an arrangement the Board believes benefits Group management, with senior management and Board operations providing effective checks and balances on his power and authority[126][129] Model Code for Securities Transactions by Directors The company has adopted the Model Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules, and all directors confirmed compliance during the 2025 interim period - The Company has adopted the Model Code as set out in Appendix C3 of the Listing Rules as its own code of conduct for directors' securities transactions[128][131] - Following specific enquiries with all Directors, they have confirmed compliance with the Model Code during the 2025 interim period[128][131] Sufficiency of Public Float Based on available information, the company maintained a sufficient public float during the reporting period - Based on publicly available information and to the best of the Directors' knowledge, the Company maintained a sufficient public float during the reporting period[132][137] Changes in Directors' and Chief Executive's Information No other information is required to be disclosed under Listing Rule 13.51B(1) from the date of the 2024 annual report up to the date of this interim report - No other information is required to be disclosed under Rule 13.51B(1) of the Listing Rules from the date of the 2024 annual report up to the date of this interim report[133][138] Compliance with Laws and Regulations For the six months ended June 30, 2025, the company complied with relevant laws and regulations and was not involved in any material legal proceedings - For the six months ended June 30, 2025, the Company complied with relevant laws and regulations that have a significant impact on it[134][139] - For the six months ended June 30, 2025, the Company was not involved in any material legal proceedings[134][139] Audit Committee The Audit Committee comprises three independent non-executive directors, with Mr. Chan Yiu Kwong serving as Chairman and possessing appropriate accounting and financial management expertise - The Audit Committee comprises three independent non-executive Directors: Mr. Chan Yiu Kwong, Mr. Chan Wah, and Mr. Cheung Lap Man[135][140] - Mr. Chan Yiu Kwong, the Chairman of the Audit Committee, possesses appropriate accounting and relevant financial management expertise[135][140] Review of the Interim Financial Information The unaudited condensed consolidated interim financial information for the 2025 interim period has been reviewed by the Audit Committee, which confirmed its compliance with applicable accounting standards, though it was not reviewed by the external auditor - The unaudited condensed consolidated interim financial information for the 2025 interim period has been reviewed by the Audit Committee but not by the Company's external auditor[136][141] - The Audit Committee is satisfied that the Company's unaudited financial information has been prepared in accordance with applicable accounting standards and has no disagreement with the accounting treatments adopted[136][141] Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This section presents the interim condensed consolidated statement of profit or loss and other comprehensive income, detailing the company's financial performance for the period Profit or Loss Overview For the six months ended June 30, 2025, the company recorded a loss of RMB 11.853 million, a significant increase from the RMB 4.122 million loss in the prior year, primarily due to decreased revenue, increased cost of sales and administrative expenses, and expected credit losses on financial assets Key Profit or Loss Statement Data (RMB'000) | Indicator | 2025 (RMB'000) | 2024 (RMB'000) | | :--- | :--- | :--- | | Revenue | 18,584 | 20,241 | | Cost of Sales | (13,258) | (12,233) | | Gross Profit | 5,326 | 8,008 | | Other income and other net gains | (262) | 922 | | Selling and distribution expenses | (5,023) | (4,908) | | Administrative expenses | (7,624) | (7,170) | | Expected credit losses on financial assets | (4,270) | – | | Loss before income tax | (11,853) | (4,122) | | Loss for the period | (11,853) | (4,122) | | Basic and diluted loss per share | (0.0052) | (0.0018) | Interim Condensed Consolidated Statement of Financial Position This section provides an overview of the company's assets, liabilities, and equity as at the reporting date Assets and Liabilities Overview As at June 30, 2025, the Group's total assets were RMB 42.021 million, a decrease from RMB 58.172 million at year-end 2024, with total equity reducing to RMB 38.721 million and net current assets at RMB 34.107 million, primarily due to a decrease in cash and cash equivalents Key Financial Position Statement Data (RMB'000) | Indicator | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Non-current assets | 4,614 | 4,817 | | Current assets | 37,407 | 53,355 | | Current liabilities | 3,300 | 7,650 | | Net current assets | 34,107 | 45,705 | | Net assets | 38,721 | 50,522 | | Total equity | 38,721 | 50,522 | - The decrease in current assets is mainly due to a reduction in inventories, trade receivables, deposits, prepayments and other receivables, and cash and cash equivalents[143] - The decrease in current liabilities is mainly due to a reduction in trade payables, contract liabilities, and accruals and other payables[143] Condensed Consolidated Statement of Changes in Equity This section outlines the changes in the company's equity attributable to owners for the reporting period Equity Movements For the six months ended June 30, 2025, total equity attributable to owners of the Company decreased from RMB 50.522 million at year-end 2024 to RMB 38.721 million, primarily due to a loss for the period of RMB 11.853 million Summary of Equity Movements (RMB'000) | Indicator | Balance at December 31, 2024 and January 1, 2025 (RMB'000) | Loss and total comprehensive income for the period (RMB'000) | Employee share trust contributions (RMB'000) | Balance at June 30, 2025 (RMB'000) | | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 50,522 | (11,853) | 52 | 38,721 | - The decrease in total equity is mainly due to a loss for the period of RMB 11.853 million[144] - Employee share trust contributions amounted to RMB 52 thousand[144] Condensed Consolidated Statement of Cash Flows This section presents the condensed consolidated statement of cash flows, detailing the cash inflows and outflows from operating, investing, and financing activities Cash Flow Overview For the six months ended June 30, 2025, net cash used in operating activities was RMB 10.843 million, net cash generated from investing activities was RMB 0.156 million, and cash and cash equivalents decreased to RMB 25.130 million at period-end Key Cash Flow Statement Data (RMB'000) | Indicator | 2025 (RMB'000) | 2024 (RMB'000) | | :--- | :--- | :--- | | Net cash used in operating activities | (10,843) | (10,672) | | Net cash generated from/(used in) investing activities | 156 | 3,058 | | Net cash used in financing activities | – | – | | Net decrease in cash and cash equivalents | (10,687) | (7,614) | | Cash and cash equivalents at end of period | 25,130 | 30,558 | - Net cash generated from investing activities primarily came from interest income received, partially offset by cash paid for acquisition of a subsidiary[148] Notes to the Interim Condensed Consolidated Financial Statements This section provides detailed notes explaining the accounting policies, significant judgments, and specific financial statement line items General Information The company was incorporated in the Cayman Islands on March 26, 2018, and listed on the Hong Kong Stock Exchange on March 14, 2019, with its principal business being investment holding and its subsidiaries primarily providing marketing services and other sales businesses in China - The Company was incorporated in the Cayman Islands on March 26, 2018, and listed on The Stock Exchange of Hong Kong Limited on March 14, 2019[149][154] - The Company's principal business is investment holding, while its subsidiaries primarily provide marketing services and other sales businesses in China[150][154] Basis of Preparation The interim condensed consolidated financial statements are prepared in accordance with HKAS 34, using the same accounting policies as the 2024 annual financial statements, presented in RMB, and reviewed by the Audit Committee but not by the external auditor - These condensed consolidated interim financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting"[151][155] - They have been prepared in accordance with the same accounting policies adopted in the 2024 annual financial statements, except for accounting policies related to new standards or interpretations effective for periods beginning on or after January 1, 2025[152][155] - These condensed consolidated interim financial statements are unaudited but have been reviewed by the Audit Committee, though not by the Company's external auditor[157][160] Changes in Accounting Policies Certain amendments to Hong Kong Financial Reporting Standards, issued by the HKICPA, became effective in the current accounting period but had no material impact on the Group's results or financial position - Amendments to Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants were first adopted in the Group's current accounting period but had no material impact on the Group's results and financial position[158][161] Use of Judgements and Estimates The significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty in preparing these interim condensed consolidated financial statements are consistent with those applied in the 2024 annual financial statements - In preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are the same as those applied in the 2024 annual financial statements[162][166] Revenue and Segment Information The Group primarily operates in China, providing marketing services and other sales businesses, with management viewing the business as two operating segments; total revenue for the 2025 interim period was RMB 18.584 million, mainly from marketing services recognized at a point in time, and contract liabilities from advance billings amounted to RMB 163 thousand at period-end - The Group primarily engages in providing marketing services and other sales businesses in China, with management viewing the business as two operating segments[164][167] Reportable Segment Revenue (RMB'000) | Category | 2025 (RMB'000) | 2024 (RMB'000) | | :--- | :--- | :--- | | Marketing Services | 15,514 | 19,484 | | Other Sales | 3,070 | 757 | | Total | 18,584 | 20,241 | Reportable Segment (Loss)/Profit (RMB'000) | Category | 2025 (RMB'000) | 2024 (RMB'000) | | :--- | :--- | :--- | | Marketing Services | (10,373) | (3,198) | | Other Sales | 754 | 757 | | Total | (9,619) | (2,441) | - All of the Group's revenue is derived from contracts with customers, primarily from marketing services and other sales businesses, recognized at a point in time[168][169] Movements in Contract Liabilities (RMB'000) | Indicator | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Balance at January 1 | 1,033 | 2,591 | | Decrease due to revenue recognized during the period | (1,033) | (2,591) | | Increase due to billing in advance for marketing services activities | 163 | 1,033 | | Balance at June 30/December 31 | 163 | 1,033 | Other Income and Other Net Gains Other income and other net gains for the 2025 interim period were negative RMB 262 thousand, primarily due to exchange losses, contrasting with positive gains in the prior year Other Income and Other Net Gains (RMB'000) | Indicator | 2025 (RMB'000) | 2024 (RMB'000) | | :--- | :--- | :--- | | Net exchange gains | (609) | 651 | | Interest income | 170 | 317 | | Others | 177 | (46) | | Total | (262) | 922 | Loss Before Income Tax Loss before income tax for the 2025 interim period was RMB 11.853 million, an increase from the prior year, mainly driven by expenses such as amortization of intangible assets, depreciation of property, plant and equipment, impairment provision for other receivables, and staff costs Components of Loss Before Income Tax (RMB'000) | Indicator | 2025 (RMB'000) | 2024 (RMB'000) | | :--- | :--- | :--- | | Amortisation of intangible assets | 159 | 654 | | Depreciation of property, plant and equipment | 38 | 41 | | Impairment (reversal)/loss on trade receivables | (142) | – | | Impairment provision for other receivables | 4,412 | – | | Short-term lease expenses | 551 | 216 | | Staff costs (including directors' emoluments) | 7,508 | 8,129 | - Amortisation of intangible assets is included in "Administrative expenses" in the condensed consolidated statement of profit or loss and other comprehensive income[179] Income Tax Expenses No income tax expense was incurred in the 2025 interim period due to corporate losses, while two of the Group's high-tech subsidiaries in China are eligible for a preferential 15% income tax rate - No income tax expense was incurred in the 2025 interim period, primarily due to corporate losses[181][185] - Two of the Group's subsidiaries in China are approved as high-tech enterprises, eligible for a preferential income tax rate of 15% for certain years[183][185] Dividends The Board resolved not to recommend or declare an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board resolved not to recommend or declare an interim dividend for the six months ended June 30, 2025[184][186] Loss Per Share For the six months ended June 30, 2025, basic loss per share was RMB 0.0052, an increase from RMB 0.0018 in the prior year, with diluted loss per share being consistent due to the absence of potentially dilutive ordinary shares Loss Per Share (RMB) | Indicator | 2025 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | | Loss attributable to owners of the Company (RMB'000) | 11,853 | 4,122 | | Weighted average number of ordinary shares in issue (thousands) | 2,299,745 | 2,299,745 | | Basic loss per share (RMB per share) | 0.0052 | 0.0018 | - As there were no potentially dilutive ordinary shares for the six months ended June 30, 2025 and 2024, diluted loss per share was the same as basic loss per share[193] Property, Plant and Equipment For the six months ended June 30, 2025, the Group had no significant additions or disposals of property, plant and equipment - For the six months ended June 30, 2025 and 2024, the Group had no significant additions or disposals of property, plant and equipment[193] Intangible Assets For the six months ended June 30, 2025, the Group incurred no new costs for developing software - For the six months ended June 30, 2025, the Group incurred no new costs for developing software[194][196] Trade Receivables As at June 30, 2025, net trade receivables were RMB 2.383 million, a decrease from year-end 2024, with the Group granting credit periods of 1 to 30 days and applying a simplified approach for expected credit losses Trade Receivables (RMB'000) | Indicator | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Trade receivables | 3,625 | 2,521 | | Less: Loss allowance | (280) | (138) | | Net | 2,383 | 3,345 | Ageing Analysis of Trade Receivables (RMB'000) | Ageing | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | 0–30 days | 1,832 | 3,345 | | 31–60 days | 18 | – | | 181–365 days | 533 | – | | Total | 2,383 | 3,345 | - The Group grants credit periods of 1 to 30 days to customers and regularly reviews credit limits and periods[201][203] Movements in Expected Credit Losses on Trade Receivables (RMB'000) | Indicator | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | At January 1 | 280 | 3,801 | | Reversal of impairment loss | (142) | 211 | | Amounts written off as uncollectible | – | (3,732) | | At June 30/December 31 | 138 | 280 | Deposits, Prepayments and Other Receivables As at June 30, 2025, net deposits, prepayments, and other receivables amounted to RMB 9.350 million, a decrease from year-end 2024, primarily due to changes in impairment provisions for other receivables Deposits, Prepayments and Other Receivables (RMB'000) | Indicator | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Deposits | 739 | 339 | | Prepayments | 6,381 | 9,628 | | Other receivables | 2,525 | 6,724 | | Less: Loss allowance | (295) | (3,290) | | Total | 9,350 | 13,401 | Movements in Expected Credit Losses on Other Receivables (RMB'000) | Indicator | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | At January 1 | 3,290 | 1,931 | | Impairment provision | 4,412 | 1,359 | | Amounts written off as uncollectible | (7,407) | – | | At June 30/December 31 | 295 | 3,290 | Amounts Due From Shareholders Amounts due from shareholders are unsecured, interest-free, repayable on demand, and non-trade in nature - Amounts due from shareholders are unsecured, interest-free, repayable on demand, and non-trade in nature[209][210] Trade Payables As at June 30, 2025, trade payables amounted to RMB 170 thousand, a significant decrease from year-end 2024, with credit periods typically ranging from 1 to 60 days Trade Payables (RMB'000) | Indicator | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Trade payables | 170 | 585 | - Credit periods for trade payables vary depending on terms agreed with different suppliers, generally ranging from 1 to 60 days[212] Ageing Analysis of Trade Payables (RMB'000) | Ageing | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | 0–30 days | 40 | 430 | | Over 365 days | 130 | 155 | | Total | 170 | 585 | Accruals and Other Payables As at June 30, 2025, total accruals and other payables amounted to RMB 2.967 million, a significant decrease from RMB 6.028 million at year-end 2024 Accruals and Other Payables (RMB'000) | Indicator | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Salaries payable | 1,191 | 1,262 | | Accrued expenses | – | 1,100 | | Other payables | 1,776 | 3,666 | | Total | 2,967 | 6,028 | Capital As at June 30, 2025, the company had 2,300,000,000 issued shares with a par value of RMB 1.967 million, remaining unchanged from year-end 2024 Capital (RMB'000) | Indicator | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Number of shares | 2,300,000,000 | 2,300,000,000 | | Par value | 1,967 | 1,967 | Material Related Parties Transactions For the six months ended June 30, 2025, total remuneration for key management personnel was RMB 2.455 million, an increase from the prior year Key Management Personnel Remuneration (RMB'000) | Indicator | 2025 (RMB'000) | 2024 (RMB'000) | | :--- | :--- | :--- | | Short-term employee benefits | 2,289 | 2,025 | | Post-employment benefits | 166 | 79 | | Total | 2,455 | 2,104 | Financial Instruments As at June 30, 2025, the Group's total carrying amount of financial assets was RMB 34.753 million, and financial liabilities was RMB 1.830 million, with unlisted equity investments measured at fair value under Level 3, influenced by market illiquidity discount rates Carrying Amounts of Financial Assets and Liabilities (RMB'000) | Category | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Financial assets measured at amortised cost | 29,920 | 41,024 | | Financial assets at fair value through profit or loss | 4,533 | 4,539 | | Total financial assets | 34,753 | 45,563 | | Financial liabilities measured at amortised cost | 1,830 | 3,646 | | Total financial liabilities | 1,830 | 3,646 | - Fair value measurement of unlisted equity investments falls under Level 3 of the fair value hierarchy, with the valuation method being the market approach[236][238] - A higher market illiquidity discount results in a lower fair value. An increase/decrease of 0.5% in the market illiquidity discount would lead to a decrease/increase of RMB 27,000/RMB 30,000 in the carrying amount[238][239] Movements in Level 3 Fair Value Measurements (RMB'000) | Indicator | 2025 (RMB'000) | 2024 (RMB'000) | | :--- | :--- | :--- | | At January 1 | 4,539 | 8,208 | | Exchange gains during the year | (6) | 7 | | At June 30/December 31 | 4,533 | 4,539 | Events After the End of the Reporting Period As of the approval date of these financial statements, the Group had no material events after the reporting period requiring disclosure - As of the approval date of these financial statements, the Group had no material events after the reporting period requiring disclosure[244][246]