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CWT INT'L(00521) - 2025 - 中期财报
CWT INT'LCWT INT'L(HK:00521)2025-09-18 10:44

Definitions Content of Definitions This section defines key terms and abbreviations, including corporate entities, regulatory bodies, financial instruments, and currencies, to ensure clarity and consistency in the interim report - The report defines key terms such as "Audit Committee", "Board", "Corporate Governance Code", "Companies Ordinance", "the Company", "the Group", "HNA Group", "Hong Kong HNA", "Independent Investigation Committee", "Listing Rules", "Model Code", "Nomination Committee", "PRC", "Acceptance Bills", "Remuneration Committee", "the Restructuring Plan", "SFO", "HNA Trust Management", "Shares", "Shareholders", "Stock Exchange", "Subsidiaries", "the Trust", and various currencies (Euro, HKD, SGD, RMB, USD), ensuring clarity and accuracy of the report content45678 Corporate Information Board of Directors This section lists the company's executive and independent non-executive directors, including the Chairman and Chief Executive Officer - Executive Directors include Wang Kan (Chairman), Zhao Quan, Wang Qi, and Shang Duoxu (Chief Executive Officer)1112 - Independent Non-executive Directors include Lam Kin Fung, Liu Yi Fei, and Lo Wing Yan1112 Committees The company maintains Audit, Executive, Independent Investigation, Nomination, and Remuneration Committees, with listed chairmen and members, to ensure robust corporate governance - The Audit Committee Chairman is Lo Wing Yan, with members Lam Kin Fung and Liu Yi Fei1112 - The Executive Committee Chairman is Wang Kan, with members Wang Qi and Shang Duoxu1112 - The Independent Investigation Committee Chairman is Lo Wing Yan, with members Lam Kin Fung and Liu Yi Fei1112 - The Nomination Committee Chairman is Wang Kan, with members Lam Kin Fung and Lo Wing Yan1112 - The Remuneration Committee Chairman is Lo Wing Yan, with members Wang Kan and Lam Kin Fung1112 Other Key Personnel and Information This section provides key company information including the Chief Financial Officer, Company Secretary, Auditor, Legal Advisor, Share Registrar, Stock Code, and official website - The Chief Financial Officer is Yan Shen, and the Company Secretary is Liu Li Yi1314 - The Auditor is Tienche Hong Kong Certified Public Accountants Limited, and the Legal Advisor is Baker McKenzie1314 - The Company's stock code is 521, and its official website is **www.cwtinternational.com**[13](index=13&type=chunk)14 Report on Review of Interim Financial Report Auditor's Conclusion The auditor reviewed the interim financial report for the six months ended June 30, 2025, finding no material non-compliance with Hong Kong Accounting Standard 34 - The auditor has reviewed the interim financial report in accordance with Hong Kong Standard on Review Engagements 24101719 - The auditor found no matters that cause them to believe the interim financial report for the six months ended June 30, 2025, is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 342021 Interim Results Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, Group revenue increased to HK$21,764,921 thousand, with net profit significantly growing to HK$300,380 thousand, driven by commodity trading and logistics tax credits Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 21,764,921 | 20,275,771 | | Cost of sales | (20,767,006) | (19,415,626) | | Gross profit | 997,915 | 860,145 | | Other income | 270,495 | 351,720 | | Other net gains/(losses) | 18,115 | (52,690) | | Selling and distribution expenses | (269,206) | (242,359) | | Administrative expenses | (415,172) | (418,570) | | Finance costs | (296,942) | (306,603) | | Share of profits less losses of associates (after tax) | 30,841 | 22,473 | | Share of profits less losses of joint ventures (after tax) | (8,809) | (12,128) | | Profit before taxation | 327,237 | 201,988 | | Income tax expense | (26,857) | (65,541) | | Profit for the period | 300,380 | 136,447 | | Total comprehensive income for the period | 558,835 | 50,475 | | Profit for the period attributable to owners of the Company | 282,344 | 120,860 | | Profit for the period attributable to non-controlling interests | 18,036 | 15,587 | | Basic and diluted earnings per share (HK cents) | 2.48 | 1.06 | - The increase in net profit is primarily attributable to favorable premium differentials and improved profit margins in the commodity marketing segment, as well as tax credits recognized in the logistics services segment in H1 2025180 Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets less current liabilities increased to HK$8,544,243 thousand, and net assets rose to HK$5,446,079 thousand, driven by increases in non-current assets like property, plant and equipment and right-of-use assets, and significant growth in current assets such as inventories and prepayments Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 3,346,179 | 3,125,976 | | Right-of-use assets | 2,002,392 | 1,895,195 | | Intangible assets | 94,160 | 104,966 | | Interests in associates | 344,127 | 340,664 | | Interests in joint ventures | 89,401 | 93,843 | | Other financial assets | 28,129 | 29,465 | | Prepayments, deposits and other receivables | 89,947 | 108,421 | | Other non-current assets | 18,630 | 18,396 | | Derivative financial instruments | 2,346 | 3,686 | | Deferred tax assets | 58,042 | 41,004 | | Current assets | | | | Other financial assets | 1,348,886 | 1,332,188 | | Inventories | 4,021,555 | 3,214,026 | | Trade receivables | 3,188,469 | 3,363,238 | | Prepayments, deposits and other receivables | 12,101,148 | 10,499,844 | | Contract assets | 152,005 | 120,768 | | Derivative financial instruments | 268,628 | 858,558 | | Tax recoverable | 23,697 | 16,974 | | Pledged bank deposits | 215,579 | 193,291 | | Cash and cash equivalents | 2,343,387 | 2,271,537 | | Current liabilities | | | | Contract liabilities | 98,814 | 99,773 | | Trade and other payables | 14,203,479 | 13,820,292 | | Loans and borrowings | 5,928,246 | 5,136,740 | | Lease liabilities | 265,612 | 256,305 | | Derivative financial instruments | 623,008 | 393,522 | | Current tax payable | 73,305 | 76,715 | | Non-current liabilities | | | | Trade and other payables | 73,086 | 68,265 | | Loans and borrowings | 798,728 | 787,821 | | Lease liabilities | 1,955,825 | 1,834,045 | | Defined benefit obligations | 42,574 | 36,815 | | Deferred tax liabilities | 227,951 | 216,299 | | Net assets | 5,446,079 | 4,905,448 | | Total equity | 5,446,079 | 4,905,448 | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners increased from HK$4,671,281 thousand on January 1, 2024, to HK$5,315,534 thousand on June 30, 2025, primarily due to period profit and positive exchange differences Changes in Equity Attributable to Owners of the Company | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Balance at beginning of period (January 1, 2025/January 1, 2024) | 4,780,950 | 4,671,281 | | Profit for the period | 282,344 | 120,860 | | Total other comprehensive income/(expense) | 252,265 | (81,178) | | Capital contribution from non-controlling interests | - | - | | Dividends paid to non-controlling interests | - | (14,134) | | Changes in non-controlling interests | (25) | (29,689) | | Transfer to statutory reserve | - | - | | Balance at end of period | 5,315,534 | 4,681,274 | - In H1 2025, exchange differences arising from the translation of financial statements of overseas subsidiaries had a positive impact on equity, amounting to HK$278,479 thousand, compared to a negative impact of HK$(88,099) thousand in the corresponding period of 20243740 Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities was a negative HK$677,339 thousand, while investing and financing activities generated positive cash flows, resulting in a net decrease of HK$3,577 thousand in cash and cash equivalents Key Data from Condensed Consolidated Statement of Cash Flows | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (677,339) | 399,933 | | Net cash generated from investing activities | 225,095 | 167,019 | | Net cash generated from/(used in) financing activities | 448,667 | (408,398) | | Net (decrease)/increase in cash and cash equivalents | (3,577) | 158,554 | | Cash and cash equivalents at beginning of period | 2,264,074 | 1,994,619 | | Effect of foreign exchange rate changes | 78,069 | (29,600) | | Cash and cash equivalents at end of period | 2,338,566 | 2,123,573 | - In H1 2025, cash flow from operating activities turned from HK$656,486 thousand generated in the corresponding period of 2024 to HK$415,707 thousand used42 - Net cash from financing activities turned from HK$408,398 thousand used in the corresponding period of 2024 to HK$448,667 thousand generated, primarily due to increased proceeds from loans and borrowings42 Notes to the Unaudited Interim Financial Report 1. General The Company is a public limited company incorporated in Hong Kong, listed on the HKEX Main Board, with Hong Kong HNA Industrial Group Co., Limited as its direct parent - The Company is a public limited company incorporated in Hong Kong, with its shares listed on the Main Board of The Stock Exchange of Hong Kong Limited4751 - Hong Kong HNA Industrial Group Co., Limited is the direct parent company of the Company, and Hainan HNA No. 2 Trust Management Services Co., Limited is the intermediate parent company4751 2. Basis of Preparation The interim financial report adheres to Listing Rules and HKAS 34, applying consistent accounting policies with the 2024 audited annual consolidated financial statements, which received an unqualified auditor's opinion - The interim financial report has been prepared in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and Hong Kong Accounting Standard 34 "Interim Financial Reporting"4852 - Except for changes in accounting policies expected to be reflected in the 2025 annual consolidated financial statements, the interim financial report has been prepared in accordance with the same accounting policies adopted in the 2024 annual consolidated financial statements4952 - The comparative financial information for the financial year ended December 31, 2024, is derived from the consolidated financial statements filed with the Registrar of Companies, and the auditor's report was unqualified545556 3. Changes in Accounting Policies The Group applied HKAS 21 amendments regarding exchange rate changes, which had no material impact due to a lack of relevant foreign currency transactions, and no other new standards were adopted - The Group has applied the amendments to Hong Kong Accounting Standard 21 "The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability"5759 - As the Group did not enter into any foreign currency transactions where a foreign currency is not exchangeable into another currency, these amendments had no material impact on this interim report5759 - The Group has not applied any new standards or interpretations that are not yet effective for the current accounting period5860 4. Revenue and Segment Reporting The Group's revenue primarily derives from commodity trading and related services, with total revenue of HK$21,764,921 thousand in H1 2025, where China is the largest customer source, and commodity trading profit before tax significantly increased while logistics services slightly declined - For the six months ended June 30, 2025, the Group's total revenue was HK$21,764,921 thousand, an increase from HK$20,275,771 thousand in the corresponding period of 202464 - Commodity trading and related services were the primary source of revenue, contributing HK$18,484,406 thousand in H1 2025, accounting for 84.9% of total revenue64 - By customer location, China contributed HK$15,264,222 thousand in revenue, making it the largest market66 4. (a) Disaggregation of Revenue The Group's revenue primarily comes from commodity trading and related services, contributing HK$18,484,406 thousand in H1 2025, with China being the largest revenue source by customer location, followed by Europe and Singapore Revenue by Major Product and Service Line | Product and Service Line | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Shipping services | 1,737,043 | 1,748,962 | | Logistics services | 739,489 | 761,617 | | Commodity marketing and related services | 18,484,406 | 17,000,820 | | Equipment and facility maintenance services | 359,701 | 320,239 | | Design and construction | – | 735 | | Brokerage services | 354,171 | 317,825 | | Others | 54,978 | 78,200 | | Total revenue from contracts with customers | 21,729,788 | 20,228,398 | | Lease income | 35,133 | 47,373 | | Total revenue | 21,764,921 | 20,275,771 | Revenue by Customer Location | Region | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | China | 15,264,222 | 13,897,982 | | Singapore | 1,175,007 | 1,477,156 | | Korea | 576,631 | 577,026 | | Hong Kong SAR, China | 50,395 | 44,322 | | Other Asia Pacific jurisdictions | 1,471,823 | 1,637,331 | | Europe | 2,605,813 | 2,442,830 | | North America | 129,748 | 100,891 | | Africa | 268,467 | 86,972 | | South America | 222,815 | 11,261 | | Total revenue | 21,764,921 | 20,275,771 | 4. (b) Segment Revenue and Results The Group operates four reportable segments: Logistics Services, Commodity Marketing, Engineering Services, and Financial Services, with commodity marketing showing significant growth in revenue and profit before tax in H1 2025, while logistics services experienced a slight decline - The Group's reportable segments include Logistics Services for warehousing, shipping, freight forwarding and consolidation, and supply chain management services; Commodity Marketing for physical trading and supply chain management of base metal non-ferrous concentrates, primarily copper, lead, zinc, and other minor metals; Engineering Services for management and maintenance of facilities, vehicles, and equipment, supply and installation of engineering products, property management, and design and construction of logistics properties; and Financial Services for providing financial brokerage and asset management services6970717274757677 Reportable Segment Revenue and Profit Before Taxation | Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | 2025 Profit Before Tax (HK$ thousand) | 2024 Profit Before Tax (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Logistics Services | 2,565,348 | 2,634,843 | 103,031 | 107,329 | | Commodity Marketing | 18,484,406 | 17,000,820 | 108,031 | 19,312 | | Engineering Services | 360,996 | 322,283 | 17,522 | 15,025 | | Financial Services | 354,171 | 317,825 | 115,378 | 121,399 | | Eliminations | – | – | (2,903) | (636) | | Total | 21,764,921 | 20,275,771 | 341,059 | 262,429 | Reportable Segment Assets and Liabilities | Segment | 2025 Assets (HK$ thousand) | 2024 Assets (HK$ thousand) | 2025 Liabilities (HK$ thousand) | 2024 Liabilities (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Logistics Services | 7,273,868 | 6,845,436 | 3,997,907 | 3,847,464 | | Commodity Marketing | 8,399,614 | 7,811,639 | 7,038,117 | 6,566,517 | | Engineering Services | 515,268 | 467,414 | 272,498 | 256,309 | | Financial Services | 13,154,428 | 12,123,138 | 11,873,091 | 11,000,706 | | Eliminations | (308,158) | (263,789) | (306,350) | (264,847) | | Total | 29,035,020 | 26,983,838 | 22,875,263 | 21,406,149 | 4. (c) Reconciliation of Reportable Segment Profit Before Taxation This section reconciles reportable segment profit before taxation to the Group's total profit before taxation, indicating that net exchange gains positively impacted H1 2025 profit, while finance costs and unallocated expenses had a negative effect Reconciliation of Reportable Segment Profit Before Taxation | Item | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Reportable segment profit before taxation | 341,059 | 262,429 | | Unallocated amounts: | | | | Net exchange gains/(losses) | 41,660 | (17,984) | | Net gains on financial instruments at fair value through profit or loss | – | 351 | | Finance costs | (18,510) | (17,966) | | Depreciation of right-of-use assets | (1,809) | (1,408) | | Unallocated income and gains | 4,881 | 13,359 | | Unallocated expenses | (40,044) | (36,793) | | Profit before taxation | 327,237 | 201,988 | 4. (d) Information about Major Customers For the six months ended June 30, 2025 and 2024, no single customer contributed 10% or more to the Group's consolidated revenue - For the six months ended June 30, 2025 and 2024, no single customer contributed 10% or more to the Group's consolidated revenue8384 5. Other Net Gains/(Losses) For the six months ended June 30, 2025, the Group recorded other net gains of HK$18,115 thousand, a significant improvement from a HK$52,690 thousand loss in the prior year, primarily driven by increased net exchange gains Other Net Gains/(Losses) | Item | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net (losses)/gains on disposal of property, plant and equipment | (266) | 1,974 | | Net gains on disposal of subsidiaries, associates and joint ventures | 1,823 | 12 | | Net exchange gains/(losses) | 18,976 | (13,316) | | Reversal/(recognition) of impairment losses on trade and other receivables | 1,064 | (724) | | Net (losses)/gains on financial instruments at fair value through profit or loss | (171) | 368 | | Others | (3,311) | (41,004) | | Total | 18,115 | (52,690) | - Net exchange gains turned from a loss of HK$13,316 thousand in the corresponding period of 2024 to a gain of HK$18,976 thousand in the corresponding period of 2025, which is the main factor for the improvement87 6. Finance Costs For the six months ended June 30, 2025, the Group's finance costs slightly decreased to HK$296,942 thousand from HK$306,603 thousand in the prior year, primarily due to reduced interest expenses on bank borrowings and other financing Details of Finance Costs | Item | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest expense on bank borrowings and other financing | 160,133 | 166,830 | | Interest expense on lease liabilities | 45,274 | 47,769 | | Other interest expenses | 35,925 | 42,302 | | Other finance costs | 25,457 | 21,875 | | Bank charges | 30,153 | 27,827 | | Total | 296,942 | 306,603 | - Interest expense on bank borrowings and other financing decreased from HK$166,830 thousand in the corresponding period of 2024 to HK$160,133 thousand in the corresponding period of 202589 7. Profit Before Taxation For the six months ended June 30, 2025, the Group's profit before taxation significantly increased to HK$327,237 thousand from HK$201,988 thousand in the prior year, influenced by higher staff costs, depreciation, amortization, and lower interest income Components of Profit Before Taxation | Item | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Staff costs (including directors' emoluments) | 769,372 | 726,374 | | Depreciation of property, plant and equipment | 111,064 | 107,027 | | Depreciation of right-of-use assets | 149,013 | 154,329 | | Amortisation of intangible assets | 14,907 | 14,804 | | Cost of inventories sold | 16,998,247 | 15,910,719 | | Interest income | (238,635) | (275,810) | - Staff costs (including directors' emoluments) increased from HK$726,374 thousand in the corresponding period of 2024 to HK$769,372 thousand in the corresponding period of 202590 - Interest income decreased from HK$275,810 thousand in the corresponding period of 2024 to HK$238,635 thousand in the corresponding period of 202590 8. Income Tax Expense For the six months ended June 30, 2025, the Group's total income tax expense significantly decreased to HK$26,857 thousand from HK$65,541 thousand in the prior year, primarily due to adjustments for prior year over-provision and deferred tax recognition Details of Income Tax Expense | Item | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current tax – Provision for the period – Overseas income tax | 64,148 | 59,134 | | Current tax – (Over-provision)/under-provision in prior years | (15,068) | 10,654 | | Deferred tax credited for the period | (22,785) | (5,075) | | Withholding tax | 562 | 828 | | Total income tax expense | 26,857 | 65,541 | - In H1 2025, the tax adjustment for prior years was an over-provision of HK$15,068 thousand, compared to an under-provision of HK$10,654 thousand in the corresponding period of 202492 - Deferred tax credited for the period increased from HK$5,075 thousand in the corresponding period of 2024 to HK$22,785 thousand in the corresponding period of 202592 - No provision for Hong Kong Profits Tax was made as the Group did not generate any assessable profits in Hong Kong for both periods9294 9. Dividend For the six months ended June 30, 2025 and 2024, the Company neither paid nor proposed any dividends to ordinary shareholders, with no dividends proposed after the reporting period - The Company did not pay or propose any dividends to ordinary shareholders for the six months ended June 30, 2025 and 20249597 - No dividends were proposed after the end of the reporting period9597 10. Earnings Per Share For the six months ended June 30, 2025, the Company's basic and diluted earnings per share significantly increased to 2.48 HK cents from 1.06 HK cents in the prior year, with diluted earnings per share being identical to basic earnings due to no potentially dilutive ordinary shares Earnings Per Share Calculation | Item | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Profit attributable to owners of the Company | 282,344 | 120,860 | | Weighted average number of ordinary shares in issue | 11,399,996,101 | 11,399,996,101 | | Basic and diluted earnings per share (HK cents) | 2.48 | 1.06 | - The calculation of basic earnings per share is based on the profit attributable to owners of the Company and the weighted average number of ordinary shares in issue during the period96104 - No adjustment has been made to the basic earnings per share amount for dilution as the Company had no potentially dilutive ordinary shares101103 11. Property, Plant and Equipment and Right-of-Use Assets For the six months ended June 30, 2025, the Group acquired HK$52,782 thousand in property, plant and equipment, including HK$31,087 thousand in construction in progress, and recognized HK$70,013 thousand in right-of-use assets through new and renewed lease agreements - For the six months ended June 30, 2025, the Group acquired property, plant and equipment at a cost of HK$52,782 thousand, an increase from HK$30,430 thousand in the corresponding period of 2024105108 - This amount includes construction in progress of HK$31,087 thousand, a significant increase from HK$5,784 thousand in the corresponding period of 2024105108 - The Group renewed several lease agreements and entered into new lease agreements, recognizing right-of-use assets of HK$70,013 thousand, an increase from HK$36,286 thousand in the corresponding period of 2024106108 12. Trade Receivables As of June 30, 2025, the Group's total trade receivables slightly decreased to HK$3,188,469 thousand from HK$3,363,238 thousand at December 31, 2024, with trade receivables containing provisional pricing features being the largest component, and all expected to be recovered within one year Details of Trade Receivables | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade debtors and bills receivable measured at amortised cost | 863,941 | 877,989 | | Less: Loss allowance | (25,623) | (26,820) | | Trade receivables containing provisional pricing features (measured at fair value through profit or loss) | 2,350,151 | 2,512,069 | | Total | 3,188,469 | 3,363,238 | Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0–90 days | 3,081,049 | 3,233,932 | | 91–180 days | 72,327 | 114,232 | | 181–365 days | 33,352 | 13,806 | | Over 1 year | 1,741 | 1,268 | | Total | 3,188,469 | 3,363,238 | - All trade receivables are expected to be recovered within one year113 - As of June 30, 2025, trade receivables from associates, joint ventures, and other related parties were HK$15,778 thousand, HK$2,722 thousand, and HK$4,994 thousand respectively, all showing an increase compared to December 31, 2024114 13. Cash and Cash Equivalents As of June 30, 2025, the Group's cash and bank balances increased to HK$2,343,387 thousand from HK$2,271,537 thousand at December 31, 2024, with cash and cash equivalents in the condensed consolidated statement of cash flows totaling HK$2,338,566 thousand after deducting bank overdrafts Details of Cash and Cash Equivalents | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Cash and bank balances | 2,343,387 | 2,271,537 | | Less: Bank overdrafts | (4,821) | (7,463) | | Cash and cash equivalents in condensed consolidated statement of cash flows | 2,338,566 | 2,264,074 | - Cash and bank balances increased, while bank overdrafts decreased117 14. Trade and Other Payables As of June 30, 2025, the Group's total trade and other payables slightly increased to HK$14,203,479 thousand from HK$13,820,292 thousand at December 31, 2024, with a significant increase in amounts allocated to customers and most payables aged within 90 days Details of Trade and Other Payables | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables and bills payable (measured at amortised cost) | 400,556 | 398,857 | | Trade payables and bills payable (containing provisional pricing features and measured at fair value through profit or loss) | 1,045,847 | 1,487,503 | | Other payables, deposits received and accrued expenses | 12,830,162 | 12,002,197 | | Less: Non-current portion | (73,086) | (68,265) | | Total | 14,203,479 | 13,820,292 | Ageing Analysis of Trade Payables and Bills Payable | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0–90 days | 1,340,917 | 1,746,286 | | 91–180 days | 44,289 | 61,434 | | 181–365 days | 40,999 | 62,588 | | 1–2 years | 14,821 | 10,688 | | Over 2 years | 5,377 | 5,364 | | Total | 1,446,403 | 1,886,360 | - As of June 30, 2025, the balance included amounts allocated to customers of HK$11,312,680 thousand, an increase from HK$10,325,252 thousand at December 31, 2024122 15. Loans and Borrowings As of June 30, 2025, the Group's total loans and borrowings amounted to HK$6,726,974 thousand, with HK$5,928,246 thousand classified as current liabilities, primarily revolving short-term trade financing, and most loans are secured by property, plant and equipment, bank balances, trade receivables, and inventories Details of Loans and Borrowings | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Non-current | | | | Acceptance bills | 666,000 | 666,000 | | Secured bank loans | 132,728 | 121,821 | | Current | | | | Perpetual notes | 361,072 | 357,351 | | Secured bank loans | 566,256 | 576,896 | | Revolving short-term trade financing | 4,728,389 | 3,894,216 | | E-bonds | 267,708 | 300,814 | | Secured bank overdrafts | 4,821 | 7,463 | | Total | 6,726,974 | 5,924,561 | - The principal amount of acceptance bills is HK$666,000 thousand, bearing interest at an annual rate of 5.5%, and is fully payable on July 18, 2028126 - The perpetual notes, with a total principal amount of US$46,000 thousand, are unsecured, interest-free, guaranteed by an affiliate of HNA Trust Management, and classified as "current liabilities" under current accounting standards129 Details of Pledged Assets | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Property, plant and equipment | 1,708,952 | 1,613,452 | | Pledged bank balances and time deposits | 215,579 | 193,291 | | Trade and other receivables | 897,124 | 1,072,512 | | Inventories | 3,996,561 | 3,183,315 | | Total | 6,818,216 | 6,062,570 | 16. Share Capital As of June 30, 2025, the Company had 11,399,996,101 issued and fully paid ordinary shares, with share capital amounting to HK$4,731,480 thousand; ordinary shares have no par value under the Hong Kong Companies Ordinance and rank equally for dividends and residual assets Details of Share Capital | Item | Number of Shares | Amount (HK$ thousand) | | :--- | :--- | :--- | | Issued and fully paid ordinary shares (as of June 30, 2025) | 11,399,996,101 | 4,731,480 | - In accordance with Section 135 of the Hong Kong Companies Ordinance, the Company's ordinary shares have no par value134135 - Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company; all ordinary shares rank equally with regard to the Company's residual assets135136 17. Capital Commitment As of June 30, 2025, the Group's contracted but unprovided capital expenditure for property, plant and equipment acquisition decreased to HK$16,494 thousand from HK$21,507 thousand at December 31, 2024 Details of Capital Commitment | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Contracted but unprovided capital expenditure for the acquisition of property, plant and equipment | 16,494 | 21,507 | - The amount of capital commitment has decreased, indicating a reduction in future capital expenditure pressure138 18. Contingent Liabilities The Group faces various litigation, regulatory, and arbitration matters in its ordinary course of business, which management believes will not materially impact the Group's financial position upon resolution - The Group is subject to various litigation, regulatory, and arbitration matters in the ordinary course of its business139140 - Management believes that the resolution of these matters will not have a material adverse effect on the Group's financial position139140 19. Fair Value Measurements of Financial Instruments The Group employs a three-level hierarchy for fair value measurements of financial instruments, with most derivative financial assets and liabilities, and trade receivables and payables with provisional pricing features, classified as Level 2, while unlisted equity securities use Level 3 valuation influenced by revenue growth rates and discount rates - Fair value measurements are categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (significant unobservable inputs)144145 - As of June 30, 2025, total derivative financial assets amounted to HK$270,974 thousand, with most being commodity futures and forward contracts, primarily classified as Level 1 and Level 2147 - Trade receivables and payables containing provisional pricing features are primarily classified as Level 2, with their fair values based on month-end spot and forward prices147154 - Unlisted equity securities within other financial assets are classified as Level 3, with their fair values based on discounted cash flow models, influenced by revenue growth rates and discount rates147158 19. (a) Financial Assets and Liabilities Measured at Fair Value The Group's financial assets and liabilities are measured at fair value, primarily including derivative financial instruments, trade receivables and payables with provisional pricing features, and other financial assets, categorized into Level 1, Level 2, and Level 3 based on the observability of their input data Financial Assets and Liabilities Measured at Fair Value (June 30, 2025) | Item | Level 1 (HK$ thousand) | Level 2 (HK$ thousand) | Level 3 (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial Assets | | | | | | Interest rate swaps | – | 2,346 | – | 2,346 | | Commodity futures | 157,147 | 90,203 | – | 247,350 | | Commodity forward contracts | 9,839 | 8,191 | – | 18,030 | | Currency forward contracts | – | 1,401 | – | 1,401 | | Currency options | – | 1,847 | – | 1,847 | | Total derivative financial assets | 166,986 | 103,988 | – | 270,974 | | Trade receivables containing provisional pricing features | – | 2,350,151 | – | 2,350,151 | | Other financial assets | 599 | 253 | 27,877 | 28,729 | | Financial Liabilities | | | | | | Commodity futures | (252,035) | (365,387) | – | (617,422) | | Commodity forward contracts | (25) | (444) | – | (469) | | Commodity options | – | (599) | – | (599) | | Currency forward contracts | – | (2,654) | – | (2,654) | | Currency options | – | (1,864) | – | (1,864) | | Total derivative financial liabilities | (252,060) | (370,948) | – | (623,008) | | Trade payables containing provisional pricing features | – | (1,045,847) | – | (1,045,847) | - There were no transfers between Level 1, Level 2, or Level 3 for the six months ended June 30, 2025 and 2024158161 19. (b) Financial Assets and Liabilities Measured at Cost or Amortised Cost As of June 30, 2025, and December 31, 2024, there were no material differences between the carrying amounts and fair values of the Group's financial assets and liabilities measured at cost or amortized cost - As of June 30, 2025, and December 31, 2024, there were no material differences between the carrying amounts and fair values of the Group's financial assets and liabilities measured at cost or amortised cost159160 20. Material Related Party Transactions The Group engaged in significant related party transactions, including sales and purchases of goods and/or services with entities in which directors have interests, associates, and joint ventures, as well as interest expenses paid to related parties and key management personnel compensation - Related parties refer to affiliates of HNA Trust Management169170 20. (a) Income For the six months ended June 30, 2025, the Group's total income from sales of goods and/or services to entities in which directors have interests, associates, and joint ventures decreased to HK$67,558 thousand from HK$83,631 thousand in the prior year Details of Related Party Transaction Income | Item | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Sales of goods and/or services to entities in which directors have interests | 20,490 | 22,506 | | Sales of goods and/or services to associates | 34,582 | 38,359 | | Sales of goods and/or services to joint ventures | 12,436 | 22,766 | | Total | 67,508 | 83,631 | 20. (b) Expense For the six months ended June 30, 2025, the Group's total expenses for goods and/or services purchased from entities in which directors have interests, associates, and joint ventures decreased to HK$26,433 thousand from HK$38,706 thousand in the prior year, with interest expenses paid to related parties totaling HK$18,315 thousand Details of Related Party Transaction Expenses | Item | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Purchases of goods and/or services from entities in which directors have interests | 6,132 | 11,725 | | Purchases of goods and/or services from associates | 8,793 | 8,013 | | Purchases of goods and/or services from joint ventures | 11,508 | 18,968 | | Interest expense to related parties | 18,315 | 17,900 | | Total | 44,748 | 56,606 | 20. (c) Compensation of Key Management Personnel For the six months ended June 30, 2025, short-term benefits for key management personnel (Group directors) increased to HK$2,489 thousand from HK$1,872 thousand in the prior year, with executive directors' remuneration determined by the Remuneration Committee based on performance and market trends Details of Key Management Personnel Compensation | Item | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Short-term benefits | 2,489 | 1,872 | - Executive directors' remuneration is determined by the Remuneration Committee based on individual performance and market trends173 21. Events After the Reporting Period On July 17, 2025, MRI Trading AG, an indirect wholly-owned subsidiary, entered into a sales contract with GTS Shipping Management Co. Limited for the purchase of electrolytic copper, with a consideration not exceeding US$5,000,000, constituting a one-off connected transaction under Listing Rule 14A - On July 17, 2025, MRI Trading AG, an indirect wholly-owned subsidiary of the Company, entered into a sales contract with GTS Shipping Management Co. Limited, where GTS Shipping agreed to purchase electrolytic copper from MRI Trading174176 - The contract consideration does not exceed US$5,000,000 (approximately HK$39,000,000)174176 - GTS Shipping is an indirect subsidiary of HNA Trust Management, the controlling shareholder of the Company, thus this transaction constitutes a one-off connected transaction under Chapter 14A of the Listing Rules175176 Management Discussion and Analysis Overview Despite a challenging global economic outlook in H1 2025, marked by trade barriers, financial tightening, and geopolitical tensions, the Group's revenue grew to HK$21,764,921 thousand and net profit increased to HK$300,380 thousand, primarily driven by strong commodity trading performance and logistics services tax credits - The global outlook for 2025 is increasingly challenging, with trade barriers, tighter financial conditions, weakening business and consumer confidence, and rising policy uncertainty posing significant risks to economic growth178 - For the six months ended June 30, 2025, the Group's revenue was HK$21,764,921 thousand, and net profit was HK$300,380 thousand, representing significant growth compared to the same period last year180 - The increase in net profit is primarily attributable to the strong performance of concentrate products (commodity marketing segment) and tax credits recognized in the logistics services segment180 Logistics Services The Logistics Services segment experienced a 2% revenue decrease to HK$2,530,215 thousand and a 4% decline in profit before tax to HK$103,031 thousand, primarily due to returned leased warehouses, reduced warehousing and integrated logistics business, and freight market challenges from tariffs and geopolitical conflicts - Logistics services revenue decreased by 2% from HK$2,587,470 thousand to HK$2,530,215 thousand196 - Profit before tax decreased by 4% from HK$107,329 thousand to HK$103,031 thousand196 - The decline in revenue was primarily due to the return of certain expired leased warehouses, reduced warehousing and integrated logistics business, and a deteriorating freight market caused by US tariffs and the Israel-Iran conflict196 Warehousing and Integrated Logistics Facing challenges in the Singapore logistics market, the Group focused on cost control and asset optimization, strategically investing in digital and green logistics, while a petrochemical downturn impacted ISO tank container volumes, yet cold chain logistics maintained its leading position with near 100% warehouse utilization - The Singapore logistics market faced ongoing challenges and an uncertain outlook in 2025, with the Group focusing on cost control, asset optimization, and flexible operations181183 - The downturn in the petrochemical and chemical industries led to a sharp decline in ISO tank container volumes, resulting in reduced throughput and sustained pricing pressure181183 - Cold chain logistics advanced its strategic objectives by consolidating its leading position in premium, high-security warehousing and focusing on converting pipeline opportunities and expanding IoT applications184189 - Despite market uncertainties, the Group's warehouses currently operate at nearly 100% utilization, with occupancy rates expected to remain stable over the next 12 months185189 Freight Logistics The H1 2025 freight market was volatile due to Middle East conflicts and Red Sea attacks, leading to significant declines in sea freight rates and impacts from US-China tariffs and a weaker USD, prompting the Group to expand into new regions and integrate Greater Bay Area offices while maintaining stable performance - The freight market remained volatile in H1 2025 due to ongoing Middle East conflicts and increased Red Sea attacks, disrupting carrier freight rates and capacity186190 - Sea freight rates significantly decreased compared to 2024, coupled with widespread US tariffs against China, Europe, and Southeast Asia, harming global supply chains and freight volumes186190 - The Group is expanding its business into several new regions and integrating its Shenzhen, Hong Kong, and Guangzhou offices into the Greater Bay Area to better integrate into the Pearl River Delta economic landscape187190 - Despite ongoing challenges, the Group's performance remained stable compared to the same period last year, and it maintains cautious optimism for H2 2025 results188191 Commodity Logistics Commodity logistics delivered strong performance in H1 2025, exceeding revenue targets despite West African cocoa supply disruptions and record prices, leveraging core strengths in warehousing, freight, and inventory management, alongside market expansion in Turkey and Malaysia, with future growth planned through operational excellence and targeted expansion - In H1 2025, commodity logistics demonstrated strong performance and resilience in a challenging market193199 - The Group's core strengths in warehousing, freight, and inventory management for metals, minerals, and soft commodities, combined with strategic international expansion, led by Turkey's performance and growth in the Malaysian market, helped the Group exceed revenue targets amidst market volatility193199 - Severe supply disruptions in the West African cocoa market led to record-high prices and underutilization of warehousing capacity, squeezing industry-wide profits194199 - Looking ahead, the Group is well-prepared to sustain continuous growth through operational excellence, cost control, and targeted expansion195199 Commodity Marketing In H1 2025, Commodity Marketing achieved outstanding performance, with profit before tax surging 459% to HK$108,031 thousand and revenue growing 9% to HK$18,484,406 thousand, driven by a tight copper concentrate market, rigorous execution, operational efficiency, and strategic expansion, including enhanced blending capabilities and expanded customer base - Commodity marketing delivered outstanding performance in H1 2025, with profit before tax increasing by 459% to HK$108,031 thousand and revenue growing by 9% to HK$18,484,406 thousand197201 - These exceptional results reflect the Group's ability to fully capitalize on the extremely tight copper concentrate market through rigorous execution, operational efficiency, and continuous strategic expansion197201 - The Group strengthened its blending capabilities to meet smelter demand, expanded its customer base, developed new regions and commodities, and improved logistics delivery reliability and cost control in Africa198201 - Looking ahead, commodity marketing will continue to focus on scaling operations in key growth areas, deepening energy trading businesses, and exploring new mineral sectors202207 Financial Services Financial Services revenue grew 11% to HK$354,171 thousand due to increased trading volume from market volatility, but profit before tax decreased 5% to HK$115,378 thousand due to lower interest income from declining rates; the Group expanded its client base and secured a Major Payment Institution license in Singapore, driving Southeast Asian retail market expansion and digital transformation - Financial services revenue increased by 11% to HK$354,171 thousand, primarily due to increased trading volume driven by significant market volatility203208 - Profit before tax decreased by 5% to HK$115,378 thousand, attributed to lower interest income resulting from declining interest rates203208 - The total client equity fund in the core futures and options business increased by 8% in H1 2025, and the Group was awarded the "Most Active Commodity Futures Broker (No. 1)" for 2024 by the Singapore Exchange Commodities Division204208 - The Group has received in-principle approval for a Major Payment Institution license from the Monetary Authority of Singapore under the Payment Services Act 2019, allowing it to enter Singapore's regulated digital payment token market205208 - The Group is actively expanding into the Southeast Asian retail market and prioritizing digital transformation across the Group, focusing on automation, operational efficiency, and digital customer touchpoints206209 Engineering Services In H1 2025, Engineering Services revenue grew 12% to HK$360,996 thousand and profit before tax increased 17% to HK$17,522 thousand, driven by improved profit margins; the Group secured two significant contracts with the Civil Aviation Authority of Singapore totaling S$56.5 million, with stable performance expected in the second half - In H1 2025, engineering services revenue increased by 12% to HK$360,996 thousand, and profit before tax increased by 17% to HK$17,522 thousand, a significant rise from the same period last year, primarily due to improved profit margins211216 - The Group successfully secured two significant contracts with the Civil Aviation Authority of Singapore, totaling S$56.5 million (approximately HK$348,800 thousand), for a 20-month contract for the replacement of mechanical and electrical systems and facilities, and a 5-year contract for the maintenance of mechanical and electrical systems, respectively212216 - The business demonstrated strong operational performance in H1 2025, with performance expected to remain stable in the second half of the year213217 Liquidity, Financial Resources and Financing Activities As of June 30, 2025, the Group held HK$2,343,387 thousand in cash and cash equivalents, with total loans and borrowings of HK$6,726,974 thousand, largely current liabilities, and managed foreign exchange risk through natural hedging, maintaining approximately 100% commodity inventory hedging, resulting in a 17.4% gearing ratio - As of June 30, 2025, the Group had cash and cash equivalents of HK$2,343,387 thousand, an increase from HK$2,271,537 thousand at December 31, 2024214218 - Total loans and borrowings amounted to HK$6,726,974 thousand, of which HK$5,928,246 thousand are repayable within one year, including revolving short-term trade financing of HK$4,728,389 thousand214218 - The Group's loans and borrowings of HK$5,432,194 thousand are secured by property, plant and equipment, bank balances and time deposits, trade and other receivables, and inventories, with pledged assets totaling HK$6,818,216 thousand214218 - As of June 30, 2025, the Group's total debt was HK$4,220,022 thousand, consolidated net debt was HK$1,661,056 thousand, and the gearing ratio was 17.4% (December 31, 2024: 18.6%)221226 - The Group maintains an appropriate level of foreign currency borrowings for natural hedging to minimize foreign exchange risk, with a hedging level of approximately 100% of total commodity inventories222223226227 Material Acquisitions and Disposals of Subsidiaries, Associated Companies and Joint Ventures For the six months ended June 30, 2025, the Company did not undertake any material acquisitions or disposals of subsidiaries, associated companies, or joint ventures - For the six months ended June 30, 2025, the Company did not have any material acquisitions or disposals of subsidiaries, associated companies, or joint ventures224228 Contingent Liabilities The Group faces various litigation, regulatory, and arbitration matters in its ordinary course of business, which management believes will not materially impact the Group's financial position upon resolution - The Group is subject to various litigation, regulatory, and arbitration matters in the ordinary course of its business229233 - Management believes that the resolution of these matters will not have a material adverse effect on the Group's financial position229233 Employees and Remuneration Policies As of June 30, 2025, the Group, including its associates and joint ventures, had 6,011 employees with total staff costs of HK$769,372 thousand; the remuneration policy aims to ensure a fair and competitive compensation package to motivate, retain, and attract talent - As of June 30, 2025, the total number of employees of the Group, together with its associates and joint ventures, was 6,011, an increase from 5,936 at December 31, 2024230234 - Total staff costs (including directors' emoluments) amounted to HK$769,372 thousand, an increase from HK$726,374 thousand in the corresponding period of 2024230234 - The Group's remuneration policy aims to ensure that the overall compensation package is fair and competitive to motivate and retain existing employees and attract potential talent230234 Subsequent Events On July 17, 2025, MRI Trading AG, an indirect wholly-owned subsidiary, entered into a sales contract with GTS Shipping Management Co. Limited for the purchase of electrolytic copper, with a consideration not exceeding US$5,000,000, constituting a one-off connected transaction under Listing Rule 14A - On July 17, 2025, MRI Trading AG, an indirect wholly-owned subsidiary of the Company, entered into a sales contract with GTS Shipping Management Co. Limited, where GTS Shipping agreed to purchase electrolytic copper from MRI Trading231235 - The contract consideration shall not exceed US$5,000,000 (equivalent to approximately HK$39,000,000)231235 - GTS Shipping is an indirect subsidiary of HNA Trust Management, the controlling shareholder of the Company, thus this transaction constitutes a one-off connected transaction under Chapter 14A of the Listing Rules232235 Looking Forward and Our Strategies Amid global economic challenges and opportunities, the Group will focus on core industries, enhance capabilities, foster business synergies, and seek opportunities in China and other developing countries to diversify risk, while also exploring growth in Southeast Asia, Europe, and the Americas to maximize shareholder value - The global economic outlook strengthened in H1 2025, but downside risks from potential tariff increases, heightened uncertainty, and geopolitical tensions persist236239 - The Group will continue to focus on core industries, enhance core capabilities, promote further synergy and cooperation among business segments, and seek business opportunities in China and other developing countries to diversify risks237239 - The Group has established subsidiaries in the Hainan Free Trade Port and will continue to monitor growth opportunities in global regions such as Southeast Asia, Europe, and the Americas237239 - In H2 2025, the Group will further promote internal synergies, continue to expand its global business network, and strive to capture further growth opportunities in Greater China and other global regions to maximize shareholder value238239 Interim Dividend Interim Dividend The Board of Directors did not declare an interim dividend for the six months ended June 30, 2025, consistent with the same period in 2024 - The Board of Directors did not declare an interim dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)240244 Purchase, Sale or Redemption of the Company's Listed Securities Purchase, Sale or Redemption 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 on the Stock Exchange or any other securities exchange - During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities on the Stock Exchange or any other securities exchange241245 Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares and Debentures Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, no directors or chief executives held disclosable interests or short positions in the Company's or its associated corporations' shares, underlying shares, or debentures, nor were any rights to subscribe for equity or debt securities granted or exercised - As of June 30, 2025, no directors or chief executives had any interests or short positions in the shares, underlying shares, or debentures of the Company or any of its associated corporations that were required to be recorded in the register kept under Section 352 of the SFO or notified to the Company and the Stock Exchange under the Model Code242246 - For the six months ended June 30, 2025, the Company did not grant any rights to subscribe for equity or debt securities of the Company to any directors or chief executives (including their spouses or children under 18), nor did any such persons exercise any such rights243246 [Shareholder Interests and Short Positions Discloseable under the SFO](index=59&type=section&id=Interests%20and%20Short%20