普乐师集团控股(02486) - 2025 - 中期财报

Corporate Information This section outlines the company's fundamental corporate details, including its governance structure, key professional advisors, and contact information The Board This section lists the composition of the company's Board of Directors, including executive directors, independent non-executive directors, and members of the audit, nomination, and remuneration committees, with Mr. Sun Guangjun serving as the Chairman and Chief Executive Officer of the Board - Executive Directors include Mr. Sun Guangjun (Chairman and Chief Executive Officer) and Mr. Yang Hong[3] - Independent Non-Executive Directors are Mr. Lau Man Tak, Ms. Lam Fung, and Mr. Ngan Wing Ho[3] - The Audit Committee Chairman is Mr. Lau Man Tak, the Remuneration Committee Chairman is Ms. Lam Fung, and the Nomination Committee Chairman is Mr. Sun Guangjun[3][4] Auditor The company's auditor is Rongcheng (Hong Kong) Certified Public Accountants Limited, with its office located in Admiralty, Hong Kong - The auditor is Rongcheng (Hong Kong) Certified Public Accountants Limited (formerly Ascent Partners CPA Limited)[4][5] Registered Office and Principal Places of Business The company maintains a registered office in the Cayman Islands, its headquarters and principal place of business in Shanghai, China, and a principal place of business in Hong Kong - The registered office in the Cayman Islands is located at 71 Fort Street, PO Box 500, George Town, Grand Cayman KY1-1106[6][7] - The headquarters and principal place of business in China are located at 2nd to 3rd Floor, Building 6, No. 652 Changshou Road, Putuo District, Shanghai[6][7] - The principal place of business in Hong Kong is located at Unit 1202, 12th Floor, Dah Sing Life Building, 90 Connaught Road Central, Sheung Wan[6][7] Legal Adviser The company has appointed Chow & Cheung, Solicitors in association with Beijing Tongshang Law Firm as its legal adviser for Hong Kong law - Hong Kong legal adviser is Chow & Cheung, Solicitors in association with Beijing Tongshang Law Firm[6][7] Share Registrars The company maintains a principal share registrar in the Cayman Islands and a share registrar in Hong Kong - The principal share registrar is Appleby Global Services (Cayman) Limited[7] - The Hong Kong share registrar is Tricor Investor Services Limited[8][9] Principal Banks The company's principal banks include China Merchants Bank Shanghai Caoyang Sub-branch, Bank of China (Hong Kong) Limited, and CMB Wing Lung Bank - Principal banks include China Merchants Bank Shanghai Caoyang Sub-branch, Bank of China (Hong Kong) Limited, and CMB Wing Lung Bank[8][9] Company Website and Stock Code The company's website is www.plscn.com and its stock code is 2486 - The company's website is **www.plscn.com**[8](index=8&type=chunk)[9] - The stock code is 2486[8][9] Definitions This section provides definitions for key terms used throughout the report, covering corporate governance, financial reporting standards, geographical areas, equity structure, and business models for clear understanding - "The Company" refers to Plus Group Holdings Limited, incorporated in the Cayman Islands on September 30, 2021, with shares listed on the Main Board of the Stock Exchange (Stock Code: 2486)[11] - "Reporting Period" refers to the six months ended June 30, 2025[13] - "SaaS" refers to Software as a Service, a cloud-based software licensing and delivery model[13] Financial Summary and Operating Highlights This section presents a concise overview of the company's financial performance and key operating metrics for the reporting period Financial Overview For the six months ended June 30, 2025, the company achieved a 376.1% revenue increase to RMB 1.6313 billion and turned a loss into a profit of RMB 7.984 million, despite a decline in gross margin due to market share strategies Financial Overview for the Six Months Ended June 30, 2025 | Metric | 2025 (RMB '000) | 2024 (RMB '000) | Period-on-Period Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,631,270 | 342,597 | 376.1% | | Gross Profit | 82,085 | 48,856 | 68.0% | | Profit (Loss) for the Period | 7,984 | (3,767) | 311.9% | | Profit (Loss) and Total Comprehensive Income (Expense) Attributable to Owners of the Company for the Period | 6,317 | (3,493) | 280.8% | | Revenue Growth Rate | 376.1% | 44.1% (for the six months ended December 31, 2024) | - | | Current Ratio (times) | 2.5 | 2.5 (as of December 31, 2024) | - | | Gearing Ratio | N/A (Net Cash) | N/A (Net Cash) (as of December 31, 2024) | - | | Total Equity | 490,716 | 479,665 (as of December 31, 2024) | 2.3% | | Cash and Cash Equivalents | 149,180 | 159,647 (as of December 31, 2024) | -6.5% | | Bank Borrowings | 77,948 | 64,148 (as of December 31, 2024) | 21.5% | | Amounts Due to Non-Controlling Shareholders | 10,535 | 33,953 (as of December 31, 2024) | -69.0% | | Lease Liabilities | 4,323 | 3,570 (as of December 31, 2024) | 21.1% | Operating Metrics During the reporting period, the company saw significant growth in paid customer numbers and cumulative touchpoints, with average monthly active touchpoints doubling, indicating strong business expansion and market penetration Operating Metrics for the Six Months Ended June 30, 2025 | Metric | 2025 | 2024 | Period-on-Period Change (%) | | :--- | :--- | :--- | :--- | | Number of Paid Customers | 1,064 | 232 | 358.6% | | Cumulative Number of POS | 4,452,000 | 4,430,000 | 0.5% | | Cumulative Number of Touchpoints | 734,000 | 553,000 | 32.7% | | Average Monthly Active Touchpoints | 64,000 | 31,000 | 106.5% | Management Discussion and Analysis This section provides management's perspective on the company's business performance, financial results, and future outlook for the reporting period Business Review Despite global economic pressures, the company achieved a 376.1% year-on-year increase in total revenue, leveraging AI technology and market share strategies, with task and marketer matching services showing the most rapid growth - Amidst international instability and global economic downturn, the company leveraged AI R&D and applications to strengthen core competitiveness and achieved breakthrough growth through a market share expansion strategy[25][26][27] - During the reporting period, total revenue was approximately RMB 1.6313 billion, a year-on-year increase of approximately 376.1%[28][33] Customised Marketing Solutions The customised marketing solutions business achieved a 40.4% year-on-year revenue increase by deepening O2O instant retail cooperation and enhancing AI digital sales capabilities, consolidating market share and opening new channels - Revenue from this business was approximately RMB 371.7 million, a year-on-year increase of approximately 40.4%[31][34] - Through close cooperation with retail channel partners and deep cultivation in O2O instant retail, leveraging AI-powered enablement and application service capabilities, the company consolidated market share and opened new channels and application scenarios[30][34] Task and Marketer Matching Services The task and marketer matching services business achieved an astonishing 2,067.7% year-on-year growth, serving over 940 cumulative customers, driven by continuous AI R&D and the launch of a new matching business platform - Revenue from this business was approximately RMB 1.2204 billion, a year-on-year increase of approximately 2,067.7%[37][44] - Since the official launch of the new matching business platform in November 2024, over 940 customers have been cumulatively signed as of June 30, 2025, with an average customer value of approximately RMB 1.3 million[36][43][61] SaaS+ Subscription and Other Services The SaaS+ subscription and other services business achieved a 187.5% year-on-year revenue increase, benefiting from the maturity of its digital, systematic, and intelligent platforms and enhanced application service capabilities - Revenue from this business was approximately RMB 27.6 million, a year-on-year increase of approximately 187.5%[40][45] - The platform is increasingly refined and mature, offering more flexible and diversified comprehensive services to meet diverse customer needs[39][45] Marketer Assignment Services Affected by the offline retail market environment, brand clients reduced their investments, leading to a 4.2% year-on-year decrease in revenue from marketer assignment services - Revenue from this business was approximately RMB 11.5 million, a year-on-year decrease of approximately 4.2%[42][46] - The revenue decrease was primarily due to the overall offline retail market environment, with brand clients continuously reducing investments, leading the company to decrease the number of assigned service personnel[41][46][58] Business Outlook The company plans to further leverage its AI intelligent matching advantages to expand new channels and market share, strengthen cooperation with channel partners to accumulate data assets and analyze market dynamics with AI, explore overseas markets and cross-border trade using Hong Kong's free port advantages, deepen O2O instant retail development to monetize data assets, and continuously increase AI technology R&D investment to drive business upgrades - Fully maintain AI intelligent matching core advantages, expand into new channels, new fields, and new markets, and capture more market share in matching services[48] - Maintain close cooperation with major channel partners, improve digital joint operation mechanisms, accumulate consumer and retail data assets, and utilize AI to analyze market dynamics and consumption trends[48] - Leverage Hong Kong's geographical and policy advantages to focus on overseas market expansion, initiate cross-border trade layouts, and build an integrated service system encompassing import/export, supply chain, marketing promotion, channel distribution, and omni-channel retail[48] - Deepen O2O instant retail development, explore innovative integration with terminal retail scenarios, monetize data assets through precision marketing and intelligent distribution, and support breakthroughs in offline terminal sales[48] - Continuously increase AI technology R&D investment, deepen intelligent innovation and application iteration, and empower full-chain business upgrades through AI-driven data insights[48] Financial Review This section provides a detailed review of the financial performance for the reporting period, including key metrics such as revenue, costs, gross profit, expenses, taxation, and cash flow, noting significant revenue growth but a decline in gross margin due to market share strategies, and a decrease in cash and cash equivalents due to increased trade receivables Revenue For the six months ended June 30, 2025, the company's total revenue reached RMB 1.6313 billion, a 376.1% year-on-year increase, primarily driven by the explosive growth of task and marketer matching services - Total revenue was approximately RMB 1.6313 billion, an increase of approximately 376.1% compared to the same period in 2024[49][50] Revenue Breakdown by Business Segment | Business Segment | 2025 (RMB '000) | 2024 (RMB '000) | Year-on-Year Growth (%) | | :--- | :--- | :--- | :--- | | Customised Marketing Solutions | 371,744 | 264,776 | 40.4% | | Task and Marketer Matching Services | 1,220,423 | 56,296 | 2,067.7% | | Marketer Assignment Services | 11,492 | 11,960 | -4.2% | | SaaS+ Subscription and Other Services | 27,611 | 9,565 | 187.5% | | Total | 1,631,270 | 342,597 | 376.1% | Cost, Gross Profit and Gross Profit Margin During the reporting period, total costs increased by 427.5% to RMB 1.5492 billion, exceeding revenue growth, primarily due to the company's strategy of moderately lowering profit expectations to capture market share, resulting in gross profit increasing by 67.9% to RMB 82.1 million but gross margin declining from 14.3% to 5.0% - Total costs were approximately RMB 1.5492 billion, an increase of approximately 427.5% compared to the same period in 2024[64][70] - The cost growth rate exceeded revenue growth, primarily because the company prioritized market share expansion and service quality assurance, moderately lowering profit expectations[65][70] - Gross profit was approximately RMB 82.1 million, a year-on-year increase of approximately 67.9%, with gross margin at approximately 5.0%, a decrease of approximately 9.3% from 14.3% in the same period of 2024[65][66][70] - The decline in gross margin was mainly due to the task and marketer matching services business rapidly capturing market share through a low-price model[67][70] Administrative Expenses Administrative expenses, primarily comprising employee salaries and benefits and office rent, slightly increased by 3.7% to RMB 44.8 million during the reporting period, mainly influenced by the growth of task and marketer matching services - Administrative expenses increased by approximately 3.7% from approximately RMB 43.2 million in the same period of 2024 to approximately RMB 44.8 million[68][71] - Primarily due to the growth of the task and marketer matching services business, but the overall change was not significant[68][71] Selling and Marketing Expenses Selling and marketing expenses, primarily employee salaries, significantly increased by 160.0% to RMB 27.3 million during the reporting period, mainly due to the expansion of task and marketer matching services - Selling and marketing expenses increased by approximately 160.0% from approximately RMB 10.5 million in the same period of 2024 to approximately RMB 27.3 million[69][72] - Primarily due to the increase in selling and marketing expenses driven by the growth of the task and marketer matching services business[69][72] Research and Development Costs Research and development costs, primarily personnel costs, decreased by 58.0% to RMB 5.5 million during the reporting period, mainly benefiting from the integration of AI applications that enhanced in-house operation and maintenance capabilities - Research and development costs decreased by approximately 58.0% from approximately RMB 13.1 million in the same period of 2024 to approximately RMB 5.5 million[73][79] - Primarily due to the enhancement of in-house operation and maintenance capabilities through the integration of artificial intelligence applications[73][79] Other Income Other income increased by 100% year-on-year to RMB 11 million, primarily due to an increase in government policy subsidies - Other income increased by approximately 100% from approximately RMB 5.5 million in the same period of 2024 to approximately RMB 11 million[74][80] - Primarily due to an increase in government policy subsidies received[74][80] Other (Losses) Gains — Net Net other gains turned from a gain of RMB 10.3 million in the same period of 2024 to a loss of RMB 0.5 million in the reporting period, primarily due to a significant decrease in government-refunded social security payments and lower HKD exchange gains - Net other gains decreased by approximately 104.9% from approximately RMB 10.3 million in the same period of 2024 to a loss of approximately RMB 0.5 million[75][81] - Primarily due to a significant decrease in government-refunded social security payments to alleviate COVID-19 impacts, and a decline in exchange gains from HKD[75][81] Impairment Losses on Trade Receivables, Contract Assets and Other Receivables — Net Net impairment losses on financial assets decreased by 17.2% to RMB 2.4 million, primarily benefiting from the company's strengthened credit management and improved quality of trade receivables and contract assets - Impairment of financial assets decreased by approximately 17.2% from approximately RMB 2.9 million in the same period of 2024 to approximately RMB 2.4 million[76][82] - Primarily due to the Group's strengthened credit management, which improved the quality of newly generated trade receivables and contract assets[76][82] Finance (Cost) Income — Net Net finance income turned from a gain of RMB 0.5 million in the same period of 2024 to a cost of RMB 0.9 million in the reporting period, primarily due to a decrease in asset yields caused by central bank interest rate cuts - Net finance income decreased by approximately 280.0% from approximately RMB 0.5 million in the same period of 2024 to a net finance cost of approximately RMB 0.9 million[77][83] - Primarily due to a decrease in market interest rates from central bank rate cuts, leading to a decline in asset yields[77][83] Income Tax (Expense) Credit Income tax shifted from a credit of RMB 0.9 million in the same period of 2024 to an expense of RMB 3.7 million in the reporting period, primarily due to increased profits in core business segments, leading to higher taxable income - Income tax increased by approximately 311.1% from an income tax credit of approximately RMB 0.9 million in the same period of 2024 to an income tax expense of approximately RMB 3.7 million[78][84] - Primarily due to increased profits in core business segments, leading to higher taxable income[78][84] Profit (Loss) Attributable to Equity Owners of the Company Profit attributable to equity owners of the Company turned from a loss of RMB 3.5 million in the same period of 2024 to a profit of RMB 6.3 million in the reporting period, representing a 280.0% increase - Profit attributable to equity owners of the Company increased by approximately 280.0% from a loss of approximately RMB 3.5 million in the same period of 2024 to a profit of approximately RMB 6.3 million[85][93] Cash and Cash Equivalents As of June 30, 2025, cash and cash equivalents decreased by 6.5% to RMB 149.2 million, primarily due to increased sales revenue not yet collected, leading to higher trade receivables - Cash and cash equivalents decreased by approximately 6.5% from approximately RMB 159.6 million as of December 31, 2024, to approximately RMB 149.2 million[86][94] - Primarily due to increased sales revenue not yet collected in cash, leading to an increase in trade receivables and a decrease in cash[86][94] Capital Expenditure Capital expenditure for the reporting period was approximately RMB 0.1 million, remaining largely consistent with the same period last year - For the six months ended June 30, 2025, capital expenditure was approximately RMB 0.1 million, largely consistent with the same period in 2024[87][95] Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures As of June 30, 2025, the company had no material acquisitions or disposals of subsidiaries, associates, or joint ventures - As of June 30, 2025, the Company had no material acquisitions or disposals of subsidiaries, associates, or joint ventures[88][96] Plans for Material Investments or Acquisition of Capital Assets As of June 30, 2025, the company had no plans for material investments or acquisitions of capital assets, other than those disclosed in the use of proceeds from listing - As of June 30, 2025, other than those disclosed in the "Use of Proceeds from the Listing" section of this interim report, the Company had no plans for material investments or acquisitions of capital assets in the future[89][97] Pledge of Assets As of June 30, 2025, the company had no material pledge of assets - As of June 30, 2025, the Company had no material pledge of assets[90][98] Liquidity and Capital Sources The company primarily funds its operations through cash flow from operating activities, bank borrowings, and net proceeds from listing, possessing sufficient liquidity with RMB 149.2 million in cash and cash equivalents, RMB 77.9 million in outstanding borrowings, and RMB 37 million in unutilized bank facilities as of June 30, 2025 - The Group primarily funds its operations with cash generated from operations, borrowings, and net proceeds from the listing[91][99] - As of June 30, 2025, cash and cash equivalents were approximately RMB 149.2 million, with outstanding borrowings of approximately RMB 77.9 million (all due within one year)[100][107] - As of June 30, 2025, unutilized bank facilities totaled RMB 37 million, indicating the Group has sufficient liquidity[100][107] Foreign Exchange Risk The company's primary operations are in mainland China, with revenue and costs settled in RMB, but some monetary assets are denominated in HKD, exposing it to foreign exchange fluctuation risk; currently, there are no hedging plans, but management monitors and considers hedging when necessary - The Group's primary operations are in mainland China, with major revenue and costs settled in RMB, but some monetary assets are denominated in HKD, exposing it to foreign exchange fluctuation risk[101][108] - The Group currently has no foreign exchange hedging plans, but management monitors foreign exchange fluctuation risk and considers hedging when necessary[101][108] Contingent Liabilities As of June 30, 2025, the company had no material contingent liabilities, consistent with the situation as of December 31, 2024 - As of June 30, 2025, the Group had no material contingent liabilities, consistent with the situation as of December 31, 2024[102][109] Employees and Remuneration Policies As of June 30, 2025, the company employed 6,801 staff, a decrease from 7,342 as of December 31, 2024, with remuneration policies referencing market levels and individual performance, complemented by a Restricted Share Unit Scheme and Share Award Scheme to attract and incentivize talent, and an employee diversity policy adopted in July 2025 - As of June 30, 2025, the Group employed 6,801 staff (December 31, 2024: 7,342 staff)[103][110] - Remuneration policies reference market compensation and individual employee performance, qualifications, and experience, with outstanding performers eligible for discretionary year-end bonuses[104][110] - The company has adopted a Restricted Share Unit Scheme (January 13, 2022) and a Share Award Scheme (June 26, 2023) to enhance incentive mechanisms, attract, and retain talent[105][110] - The Group adopted an employee diversity policy in July 2025, aiming to fulfill social responsibility and promote equality and inclusion[106][110] Corporate Governance and Other Information This section details the company's corporate governance practices, compliance with regulations, and other relevant information for the reporting period Corporate Governance Code The company is committed to maintaining good corporate governance and complied with all provisions of Appendix C1 of the Listing Rules' Corporate Governance Code during the reporting period, with a deviation where the Chairman and CEO roles are combined, an arrangement the Board believes benefits business prospects and will be reviewed periodically for operational efficiency - The company complied with all provisions of Appendix C1 of the Listing Rules' Corporate Governance Code during the reporting period, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Sun Guangjun[111][112][115] - The Board believes this arrangement facilitates consistent leadership, timely and effective decision-making and implementation, and does not compromise the balance of power between the Board and management[113][116] Model Code for Securities Transactions The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules, and all directors confirmed compliance with the code during the reporting period - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules[118][120] - All Directors confirmed compliance with the provisions regarding Directors' securities transactions as set out in the Model Code during the reporting period[118][120] Interests and Short Positions of Directors and Chief Executive in the Shares, Underlying Shares and Debentures As of June 30, 2025, Mr. Sun Guangjun held 55.89% of the company's shares through a family trust and controlled corporations, while Mr. Yang Hong held a 1.34% beneficial interest Interests of Directors and Chief Executive in Shares | Name of Director | Capacity/Nature of Interest | Number of Shares/Underlying Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Sun Guangjun | Founder of Discretionary Trust/Interest in Controlled Corporation | 67,460,000 | 55.89% | | Mr. Yang Hong | Beneficial Interest | 1,620,240 | 1.34% | - All interests represent long positions, calculated based on the total number of 120,701,800 issued shares (including treasury shares) as of June 30, 2025[123] Interests and Short Positions of Substantial Shareholders in Shares and Underlying Shares As of June 30, 2025, excluding directors, Ms. Tan Hui (spouse of Mr. Sun Guangjun) was deemed to hold 55.89% of shares, Summit Plus held 43.46%, Mr. Xia Jingtang and his spouse Ms. Yan Xiaohang were deemed to hold 8.85%, Hengtai Trust as trustee held 49.41%, and CMB Wing Lung Trust Company Limited held 5.14% Interests of Substantial Shareholders in Shares | Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Total Issued Share Capital of the Company | | :--- | :--- | :--- | :--- | | Ms. Tan Hui | Interest of Spouse | 67,460,000 | 55.89% | | Summit Plus | Interest in Controlled Corporation | 52,460,000 | 43.46% | | Guangjun Sun Holdings | Beneficial Owner | 15,000,000 | 12.43% | | Junshu Holdings | Interest in Controlled Corporation | 15,000,000 | 12.43% | | Guangjun Holdings | Beneficial Owner | 52,460,000 | 43.46% | | Mr. Xia Jingtang | Founder of Discretionary Trust/Interest in Controlled Corporation | 10,680,000 | 8.85% | | Ms. Yan Xiaohang | Interest of Spouse | 10,680,000 | 8.85% | | Jonson Xia Smile Holdings | Interest in Controlled Corporation | 7,180,000 | 5.95% | | Hannah Xia Holdings | Beneficial Owner | 7,180,000 | 5.95% | | Hengtai Trust | Trustee | 59,640,000 | 49.41% | | Kuwei Holdings | Beneficial Owner | 8,375,400 | 6.94% | | CMB Wing Lung Trust Company Limited | Trustee | 6,208,000 | 5.14% | | Plus Group 2023 Limited | Beneficial Owner | 6,208,000 | 5.14% | - All interests represent long positions, calculated based on the total number of 120,701,800 issued shares (including treasury shares) as of June 30, 2025[127] Restricted Share Unit Scheme The company adopted a Restricted Share Unit Scheme on January 13, 2022, to incentivize employees, which does not involve the issuance or grant of restricted share units post-listing, with no units granted during the reporting period and no outstanding restricted share units as of the latest practicable date - The company adopted a Restricted Share Unit Scheme on January 13, 2022, to incentivize employees, directors, officers, and consultants[129][134] - The scheme does not involve the issuance or grant of any restricted share units by the Company after listing and is not subject to the provisions of Chapter 17 of the Listing Rules[129][134] - No grants were made under the Restricted Share Unit Scheme during the reporting period, and as of the latest practicable date, no restricted share units remained outstanding, with the company no longer issuing or granting further restricted share units[130][134] Share Award Scheme The company adopted a Share Award Scheme on June 26, 2023, to recognize, reward, and retain eligible participants, with no shares purchased by the trustee or awarded as of the latest practicable date, but 6,208,000 shares remain available for grant - The company adopted a Share Award Scheme on June 26, 2023, aimed at providing incentives and rewards to eligible participants[131][135] - During the reporting period, the trustee did not purchase any shares in the open market for the Share Award Scheme, and as of the latest practicable date, no award shares had been granted to any grantees[136][139] - As of the latest practicable date, 6,208,000 shares were available for grant under the Share Award Scheme, representing approximately 5.14% of the Company's total issued shares[136][139] Purchase, Sale or Redemption of the Company's Securities The company's directors are authorized to repurchase up to 10% of issued shares, with no listed securities purchased, sold, or redeemed by the company or its subsidiaries during the reporting period, and 4,891,600 treasury shares held as of the date of this interim report - Directors have been granted a general mandate by shareholders to repurchase up to 10% of the total issued shares (excluding treasury shares) as of the date the relevant resolution was passed, amounting to 11,581,020 shares[137][140] - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[138][140] - As of the date of this interim report, the Company held 4,891,600 treasury shares[138][140] Use of Proceeds from the Listing The company listed on May 11, 2023, with net proceeds of approximately HKD 206.7 million, and as of June 30, 2025, portions have been utilized as planned, with some uses adjusted and delayed to flexibly support business development and respond to market uncertainties - Total proceeds from the listing were HKD 265 million, with net proceeds of approximately HKD 206.7 million[142][143] Use of Proceeds from Listing and Utilization (As of June 30, 2025) | Use of Proceeds | Original Total (HKD in millions) | Revised Net Amount (HKD in millions) | Actual Net Amount Utilized as of June 30, 2025 (HKD in millions) | Unutilized Net Amount as of June 30, 2025 (HKD in millions) | Expected Timeline for Utilization | | :--- | :--- | :--- | :--- | :--- | :--- | | Strengthening Core Technological Capabilities and Basic R&D | 66.1 | 66.1 | 13.5 | 52.6 | Gradual utilization until December 31, 2027 | | Seeking Strategic Investments, Acquisitions, and Collaborations | 62.0 | — | — | — | — | | Enhancing Sales and Marketing Capabilities | 42.4 | 66.1 | 60.2 | 5.9 | Gradual utilization until December 31, 2027 | | Repaying Bank Borrowings | 15.5 | 15.5 | 15.5 | — | Fully utilized as of June 30, 2023 | | Working Capital | 20.7 | 59.0 | 59.0 | — | Fully utilized as of June 30, 2025 | | Total | 206.7 | 206.7 | 148.2 | 58.5 | | Reasons and Benefits of the Change and Delay in the Use of Net Proceeds The company adjusted the use of listing proceeds, reallocating HKD 62 million from strategic investments, acquisitions, and collaborations to sales and marketing capability enhancement and working capital, while expanding the scope of technology R&D, aiming to expand markets through joint ventures instead of acquisitions, cautiously address uncertainties in the Chinese retail market, and utilize financial resources more flexibly and effectively - The scope of "Strengthening Core Technological Capabilities and Basic R&D" has been expanded to adjust technological capabilities and R&D plans in a more flexible and effective manner, with no change in total amount or intensity[146][149] - The original HKD 62 million allocated for "Seeking Strategic Investments, Acquisitions, and Collaborations" has been reallocated to "Enhancing Sales and Marketing Capabilities" and "Working Capital"[147][150] - The reason for the change is the company's strategy to establish joint ventures with business partners instead of acquisitions to expand into new markets, as joint ventures require less initial investment capital and allow for shared operating risks[147][150] - The expected timeline for "Enhancing Sales and Marketing Capabilities" and "Working Capital" has been delayed, primarily due to adjustments in business development and actual customer needs, as well as the adoption of the joint venture strategy[154][158] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviewed the unaudited interim report for the six months ended June 30, 2025; auditors issued qualified opinions on fund investments in 2023 and 2024 financial statements, but with the fund redeemed, no carry-over impact is expected on 2025 financials, and the company has strengthened investment policies and risk management - The Audit Committee comprises three independent non-executive directors, with Mr. Lau Man Tak serving as Chairman[159] - The interim report for the six months ended June 30, 2025, has been reviewed by the Audit Committee and by the independent auditor, Rongcheng (Hong Kong) Certified Public Accountants Limited[160][162] - Both the former and current auditors issued qualified opinions due to scope limitations on fund investments in the 2023 and 2024 financial statements, as management was unable to obtain relevant supporting documents[161][163][164][165] - As the fund was fully redeemed in March 2024, the auditors and Audit Committee believe the qualified opinion will not have a carry-over impact on the consolidated financial statements for the year ended December 31, 2025[166][170] - The company has revised its investment policy, established an investment committee, and initiated legal action to recover unreturned guaranteed amounts to strengthen risk management[167][170] Dividend The Board does not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the same period last year - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (June 30, 2024: nil)[168][171] Compliance with Laws and Regulations The company is actively rectifying third-party agency arrangements for employee social insurance and housing provident funds, having established over 50 branch companies and completed account transfers for approximately 98.7% of employees as of June 30, 2025, with the remaining 1.3% still being processed due to practical difficulties; otherwise, the company complied with all material laws and regulations during the reporting period - The company is rectifying third-party agency arrangements for employee social insurance and housing provident funds, planning to establish branch companies and transfer accounts in no less than 25 Chinese cities[172][179] - As of June 30, 2025, over 50 branch companies have been established, and account transfers for approximately 98.7% of employees have been completed[173][179] - The remaining 1.3% of employee transfers are still being processed due to practical difficulties such as medical leave, accidental injuries, housing provident fund loan applications, or impending retirement[173][179] - Save for the aforementioned disclosures, the Group complied with all material laws and regulations during the reporting period[175][179] Amendment of the Articles of Association During the reporting period, there were no amendments to the company's Articles of Association requiring disclosure under Rule 13.51(1) of the Listing Rules - During the reporting period, there were no amendments to the Articles of Association requiring disclosure under Rule 13.51(1) of the Listing Rules[176][180] Changes of Directors and Chief Executive During the reporting period, there were no changes in the information of the company's directors and chief executive requiring disclosure under Rule 13.51B(1) of the Listing Rules - During the reporting period, there were no changes in the information of the Company's directors and chief executive requiring disclosure under Rule 13.51B(1) of the Listing Rules[177][181] Significant Events After the Reporting Period As of the date of this interim report, no significant subsequent events occurred after June 30, 2025 - The Group had no significant subsequent events after June 30, 2025, and up to the date of this interim report[178][182] Interim Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the company's revenue significantly increased to RMB 1.6313 billion, turning a loss into a profit of RMB 7.984 million for the period, with gross profit up 68.0% but gross margin declining due to faster cost growth, and profit attributable to owners of the Company at RMB 6.317 million, with basic earnings per share of RMB 0.06 Summary of Interim Condensed Consolidated Statement of Comprehensive Income | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Revenue | 1,631,270 | 342,597 | | Cost of Services | (1,549,185) | (293,741) | | Gross Profit | 82,085 | 48,856 | | Administrative Expenses | (44,776) | (43,151) | | Selling and Marketing Expenses | (27,299) | (10,515) | | Research and Development Costs | (5,542) | (13,083) | | Other Income | 11,038 | 5,455 | | Other (Losses) Gains, Net | (474) | 10,301 | | Operating Profit (Loss) | 12,649 | (5,043) | | Finance (Cost) Income, Net | (890) | 451 | | Profit (Loss) Before Income Tax | 11,662 | (4,622) | | Income Tax (Expense) Credit | (3,678) | 855 | | Profit (Loss) for the Period | 7,984 | (3,767) | | Profit (Loss) for the Period Attributable to Owners of the Company | 6,317 | (3,493) | | Non-controlling Interests | 1,667 | (274) | | Basic Earnings (Loss) Per Share (RMB) | 0.06 | (0.03) | Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets were RMB 810.9 million and total equity was RMB 490.7 million, with trade receivables and contract assets forming a significant portion of current assets, cash and cash equivalents decreasing, and trade and other payables and borrowings being the main components of liabilities Summary of Interim Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | ASSETS | | | | Non-current Assets | 14,125 | 10,523 | | Current Assets | 796,784 | 790,185 | | Trade Receivables | 369,208 | 329,443 | | Contract Assets | 163,036 | 197,153 | | Cash and Cash Equivalents | 149,180 | 159,647 | | Total Assets | 810,909 | 800,708 | | EQUITY | | | | Equity Attributable to Owners of the Company | 483,872 | 477,555 | | Non-controlling Interests | 6,844 | 2,110 | | Total Equity | 490,716 | 479,665 | | LIABILITIES | | | | Non-current Liabilities | 2,476 | 1,224 | | Current Liabilities | 317,717 | 319,819 | | Trade and Other Payables | 180,372 | 176,129 | | Borrowings | 77,948 | 64,148 | | Total Liabilities | 320,193 | 321,043 | | Total Equity and Liabilities | 810,909 | 800,708 | Interim Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the company's total equity increased from RMB 479.7 million to RMB 490.7 million, primarily due to profit for the period and contributions from non-controlling interests, with statutory reserves increasing and retained earnings slightly decreasing due to transfers to statutory reserves Summary of Interim Condensed Consolidated Statement of Changes in Equity | Metric | Balance as of January 1, 2025 (RMB '000) | Profit and Total Comprehensive Income for the Period (RMB '000) | Contributions from Non-Controlling Shareholders of Subsidiaries (RMB '000) | Transfer to Statutory Reserve (RMB '000) | Balance as of June 30, 2025 (RMB '000) | | :--- | :--- | :--- | :--- | :--- | :--- | | Share Capital | 159 | — | — | — | 159 | | Share Premium | 193,755 | — | — | — | 193,755 | | Other Reserves | 76,638 | — | — | 13,142 | 89,780 | | Retained Earnings | 207,003 | 6,317 | — | (13,142) | 200,178 | | Subtotal Equity Attributable to Owners of the Company | 477,555 | 6,317 | — | — | 483,872 | | Non-controlling Interests | 2,110 | 1,667 | 3,067 | — | 6,844 | | Total Equity | 479,665 | 7,984 | 3,067 | — | 490,716 | Interim Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash outflow from operating activities was RMB 2.246 million, net cash inflow from investing activities was RMB 1.262 million, and net cash outflow from financing activities was RMB 10.444 million, resulting in cash and cash equivalents of RMB 149.2 million at period-end, a decrease from the beginning of the period Summary of Interim Condensed Consolidated Statement of Cash Flows | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (2,246) | (59,999) | | Net Cash From Investing Activities | 1,262 | 38,329 | | Net Cash (Used in) From Financing Activities | (10,444) | 13,718 | | Net Decrease in Cash and Cash Equivalents | (11,428) | (7,952) | | Cash and Cash Equivalents at Beginning of Period | 159,647 | 190,976 | | Cash and Cash Equivalents at End of Period | 149,180 | 183,542 | Notes to the Interim Financial Information This section provides detailed notes to the interim financial information, covering general company data, basis of preparation, accounting policies, estimates, risk management, and segment reporting 1 General Information The company was incorporated in the Cayman Islands on September 30, 2021, with shares listed on the Main Board of the Hong Kong Stock Exchange since May 2023, primarily engaging in customised marketing solutions, task and marketer matching services, marketer assignment services, and SaaS+ subscription and other services in China, with Mr. Sun Guangjun as the ultimate controlling party - The Company was incorporated in the Cayman Islands on September 30, 2021, with its shares listed on the Main Board of The Stock Exchange of Hong Kong Limited since May 2023[189][193] - The Company and its subsidiaries are principally engaged in customised marketing solutions, task and marketer matching services, marketer assignment services, and SaaS+ subscription and other services in China[190][193] - The ultimate controlling party of the Company is Mr. Sun Guangjun[190][193] 2 Basis of Preparation The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and this interim financial information is unaudited - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[192][195] - This interim condensed consolidated financial information is unaudited[191][194] 3 Material Accounting Policy Information The accounting policies adopted in the condensed consolidated interim financial statements are consistent with those used in the preparation of the annual consolidated financial statements for the year ended December 31, 2024, and the application of amendments to Hong Kong Financial Reporting Standards during this period had no material impact on financial position and performance - The accounting policies adopted in the condensed consolidated interim financial statements are consistent with those used in the preparation of the annual consolidated financial statements for the year ended December 31, 2024[196][200] - The application of amendments to Hong Kong Financial Reporting Standards (such as HKAS 21 "Lack of Exchangeability") during this interim period had no material impact on the Group's financial position and performance for the current and prior periods[197][201] 4 Critical Accounting Estimates and Judgements In preparing the condensed consolidated interim financial statements, the company's directors are required to make judgments, estimates, and assumptions regarding the amounts of assets, liabilities, income, and expenses, with the key sources of significant judgments and estimation uncertainty made by management in applying accounting policies being the same as those used in the consolidated financial statements for the year ended December 31, 2024 - In preparing the condensed consolidated interim financial statements, the Company's directors are required to make judgments, estimates, and assumptions regarding the amounts of assets, liabilities, income, and expenses, as well as the disclosures made[198][202] - The key sources of significant judgments and estimation uncertainty made by management in applying the Group's accounting policies are the same as those used in the consolidated financial statements for the year ended December 31, 2024[199][202] 5 Financial Risk Management and Financial Instruments The company's business faces market risks (including foreign exchange risk, cash flow interest rate risk, and price risk), credit risk, and liquidity risk, with no changes in risk management policies since year-end, and the company analyzes the fair value of financial instruments based on the hierarchy of input data used in valuation methods - The Group's operations expose it to various financial risks: market risk (including foreign exchange risk, cash flow interest rate risk, and price risk), credit risk, and liquidity risk[203][205] - There have been no changes in risk management policies since year-end[204][206] - The Group analyzes the fair value of its financial instruments based on the hierarchy of input data used in the valuation methods for measuring fair value[205][207] 6 Revenue and Segment Information The company's chairman considers the Group's business as a single operating segment, with total revenue of RMB 1.6313 billion for the six months ended June 30, 2025, primarily from task and marketer matching services, and all revenue and non-current assets located in China - The Company's chairman considers the Group's business as a single operating segment[208][210] Revenue Breakdown | Business Segment | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Customised Marketing Solutions | 371,744 | 264,776 | | Task and Marketer Matching Services | 1,220,423 | 56,296 | | Marketer Assignment Services | 11,492 | 11,960 | | SaaS+ Subscription and Other Services | 27,611 | 9,565 | | Total | 1,631,270 | 342,597 | - All of the Group's revenue was recognized over time during the period, and all revenue and non-current assets for the six months ended June 30, 2025, and 2024 were located in China[213][214][215] 7 Other Income and Other (Losses) Gains, Net For the six months ended June 30, 2025, other income increased to RMB 11.038 million, primarily from government grants, while net other (losses) gains turned into a loss of RMB 0.474 million, mainly due to foreign exchange losses and a significant reduction in government-refunded social security payments in 2024 Other Income and Other (Losses) Gains, Net | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Other Income | | | | Government Grants | 10,686 | 5,355 | | Others | 352 | 100 | | Subtotal | 11,038 | 5,455 | | Other (Losses) Gains, Net | | | | Foreign Exchange (Losses) Gains, Net | (459) | 562 | | Reversal of Social Insurance Refund to Customers | — | 9,466 | | Gain on Redemption of Other Financial Assets Measured at Amortised Cost | — | 302 | | Others | (15) | (29) | | Subtotal | (474) | 10,301 | - Government grants primarily include employment subsidy programs and company registration subsidies, with no unfulfilled conditions[219] - In 2024, due to COVID-19, the government waived social security payments, and the company recognized refundable amounts as other income, with no refundable balance remaining in 2025[219] - In March 2024, the Group redeemed two private offshore funds, recovering investment principal along with returns, recognizing a gain of approximately RMB 0.302 million[219] 8 Expenses by Nature For the six months ended June 30, 2025, total expenses were RMB 1.6268 billion, with labor costs being the largest component at RMB 1.3091 billion, and online platform promotion expenses significantly increasing to RMB 137.9 million Summary of Expenses by Nature | Expense Item | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Employee Benefit Expenses | 124,670 | 197,795 | | Labor Costs | 1,309,147 | 120,312 | | R&D and Technical Service Expenses | 5,542 | 9,753 | | Office Expenses | 8,519 | 8,099 | | Activity Consumables | 3,197 | 5,091 | | Online Platform Promotion Expenses | 137,879 | — | | Travel and Transportation Expenses | 27,464 | 14,091 | | Other Taxes and Levies | 7,224 | 2,332 | | Amortization and Depreciation | 1,729 | 1,026 | | Auditor's Remuneration | 525 | 525 | | Other Expenses | 906 | 1,466 | | Total | 1,626,802 | 360,490 | 9 Employee Benefit Expenses For the six months ended June 30, 2025, employee benefit expenses were RMB 124.7 million, a decrease from RMB 197.8 million in the same period last year, primarily due to reductions in wages and salaries, discretionary bonuses, and retirement benefit scheme contributions Summary of Employee Benefit Expenses | Expense Item | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Wages and Salaries | 93,294 | 143,520 | | Discretionary Bonuses | 2,440 | 6,361 | | Retirement Benefit Scheme Contributions | 18,945 | 34,792 | | Housing Benefits and Other Expenses | 9,991 | 13,122 | | Total | 124,670 | 197,795 | 10 Finance Income (Costs), Net For the six months ended June 30, 2025, net finance income turned into a cost of RMB 0.89 million, primarily due to decreased bank interest income and increased interest expenses on bank borrowings, trade receivables factoring, lease liabilities, and amounts due to non-controlling shareholders Summary of Finance Income (Costs), Net | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Finance Income | | | | Bank Interest Income | 1,351 | 1,799 | | Finance Costs | | | | Interest Expense on Bank Borrowings | (1,131) | (1,024) | | Interest on Factoring of Trade Receivables | (306) | (209) | | Interest Expense on Lease Liabilities | (270) | (42) | | Interest Expense on Amounts Due to Non-Controlling Shareholders | (534) | (73) | | Finance (Costs) Income, Net | (890) | 451 | 11 Income Tax (Expense) Credit For the six months ended June 30, 2025, income tax expense increased to RMB 3.678 million from a credit of RMB 0.855 million in the prior year, primarily due to higher taxable income from increased core business profits; the company is exempt from income tax in the Cayman Islands and BVI, had no taxable profit in Hong Kong, and its Chinese subsidiaries are subject to a 25% corporate income tax rate, with some high-tech and small-profit enterprises enjoying preferential rates - Group entities incorporated in the Cayman Islands and British Virgin Islands are exempt from any income tax[226][227] - Hong Kong profits tax rate is 16.5%, with no taxable profit during the reporting period, thus no provision was made[228][232] - China corporate income tax is provided at a rate of 25%; subsidiary Shanghai Ruosheng Mika Information Technology Co., Ltd., as a high-tech enterprise, enjoys a preferential income tax rate of 15%[230][231][234] - Some Chinese subsidiaries qualify as "small-profit enterprises" and enjoy a two-tiered preferential tax rate: the first RMB 1 million is taxed at 20%, and the excess is taxed at 25%[235][236] Summary of Income Tax Expense (Credit) | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Current Income Tax — China Current Tax | 6,643 | 1,898 | | Deferred Tax | (2,965) | (2,753) | | Total | 3,678 | (855) | 12 Earnings (Loss) Per Share For the six months ended June 30, 2025, basic earnings per share attributable to owners of the Company improved to RMB 0.06 from a loss of RMB 0.03 per share in the prior year, with diluted earnings per share being the same as basic earnings per share due to no outstanding potential ordinary shares in both periods Summary of Earnings (Loss) Per Share | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Profit (Loss) Attributable to Owners of the Company (RMB '000) | 6,317 | (3,493) | | Weighted Average Number of Ordinary Shares in Issue | 109,602,200 | 123,421,612 | | Basic Earnings (Loss) Per Share (RMB) | 0.06 | (0.03) | - Diluted earnings (loss) per share for both periods were the same as basic earnings per share, as there were no outstanding potential ordinary shares in either period[242][245] 13 Dividend For the six months ended June 30, 2025, the company neither paid nor declared any dividends, consistent with the same period last year - No dividends were paid or declared for the six months ended June 30, 2025, nor have any dividends been declared since the end of the interim reporting period (for the six months ended June 30, 2024: nil)[243][246] 14 Plant and Equipment For the six months ended June 30, 2025, additions to plant and equipment amounted to approximately RMB 0.089 million, largely consistent with the same period last year, with no disposals of plant and equipment during the period - For the six months ended June 30, 2025, additions to plant and equipment amounted to approximately RMB 0.089 million (same period in 2024: RMB 0.066 million)[244][247] - For the six months ended June 30, 2025, there were no disposals of plant and equipment (same period in 2024: RMB 1 thousand)[244][247] 15 Trade Receivables, Deposits, Other Receivables and Prepayments As of June 30, 2025, net trade receivables increased to RMB 369.2 million, primarily aged within 180 days, while total deposits, other receivables, and prepayments amounted to RMB 113.5 million, with significant portions being deposits paid to external labor service providers and prepayments for O2O instant retail marketing services to online platforms; the company has strengthened credit management, leading to a decrease in impairment provisions Net Trade Receivables and Ageing Analys