Company Information Sheng Yuan Holdings Limited's essential corporate details, including board, committees, key contacts, and financial service providers Board of Directors Lists the executive, non-executive, and independent non-executive directors of Sheng Yuan Holdings Limited - Executive Directors include Mr. Zhou Quan (Chairman) and Mr. Zhao Yun5 - Non-Executive Director is Mr. Huang Shuanggang5 - Independent Non-Executive Directors are Mr. Zhang Jinfan, Ms. Huang Qin, and Mr. Guo Yaoli5 Audit Committee The Audit Committee comprises Ms. Huang Qin (Chairperson), Mr. Zhang Jinfan, and Mr. Huang Shuanggang - The Audit Committee Chairperson is Ms. Huang Qin5 Remuneration Committee The Remuneration Committee consists of Mr. Zhang Jinfan (Chairman), Ms. Huang Qin, and Mr. Guo Yaoli - The Remuneration Committee Chairman is Mr. Zhang Jinfan5 Nomination Committee The Nomination Committee is composed of Mr. Guo Yaoli (Chairman), Mr. Zhang Jinfan, and Ms. Huang Qin - The Nomination Committee Chairman is Mr. Guo Yaoli5 Company Secretary The Company Secretary is Mr. Zhao Mingjing - The Company Secretary is Mr. Zhao Mingjing (FCG HKFCG (PE))5 Stock Code The company's stock code is 851 - Stock Code: 8515 Website The company's official website is www.shengyuanhk.com - Website: **www.shengyuanhk.com**[6](index=6&type=chunk) Share Registrar The Share Registrar is Tricor Investor Services Limited - Share Registrar: Tricor Investor Services Limited7 Registered Office The company's registered office is located in Bermuda - Registered Office: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda7 Principal Hong Kong Office The company's principal Hong Kong office is located on Queen's Road Central - Principal Hong Kong Office: Rooms 3208–9, 32nd Floor, Cosco Tower, Grand Millennium Plaza, 183 Queen's Road Central, Hong Kong7 Auditor The company's auditor is Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd - Auditor: Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd7 Principal Bankers The company's principal bankers are The Hongkong and Shanghai Banking Corporation Limited and Bank of China (Hong Kong) Limited - Principal Bankers: The Hongkong and Shanghai Banking Corporation Limited, Bank of China (Hong Kong) Limited7 Interim Condensed Consolidated Financial Information Review Report The auditor reviewed Sheng Yuan Holdings Limited's interim condensed consolidated financial information for the six months ended June 30, 2025, finding no material discrepancies under HKSRS 2410 Introduction The auditor reviewed Sheng Yuan Holdings Limited's interim condensed consolidated financial information for the six months ended June 30, 2025, confirming directors' responsibility for its preparation - The auditor has reviewed the interim condensed consolidated financial information for the six months ended June 30, 20259 - The company's directors are responsible for preparing and presenting the interim condensed consolidated financial information in accordance with HKAS 34 "Interim Financial Reporting" issued by the HKICPA9 Scope of Review The review, conducted under HKSRS 2410, involved inquiries and analytical procedures, with a scope narrower than an audit, thus no audit opinion is expressed - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the HKICPA11 - The scope of the review is substantially less than an audit conducted in accordance with Hong Kong Standards on Auditing, and therefore no audit opinion is expressed11 Conclusion The auditor found no matters suggesting the Group's interim condensed consolidated financial information was not prepared in all material respects according to HKAS 34 - The auditor found no matters that cause them to believe the Group's interim condensed consolidated financial information is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting"12 - The report was issued by Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd on August 21, 202513 Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Sheng Yuan Holdings Limited's interim condensed consolidated statement of profit or loss and other comprehensive income for the six months ended June 30, 2025, shows significant year-on-year decreases in revenue, profit for the period, and earnings per share Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Six Months Ended June 30, 2025 | Indicator | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 12,098 | 14,410 | -16.04% | | Other gains and losses | 1,172 | 17,476 | -93.29% | | Other income | 1,569 | 1,660 | -5.54% | | Staff costs | (3,852) | (4,284) | 10.08% | | Depreciation | (792) | (843) | 6.05% | | Finance costs | (68) | (114) | 40.35% | | Net (provision for) / reversal of impairment losses on financial assets | (27) | 5,315 | -100.51% | | Other expenses | (3,116) | (3,236) | 3.71% | | Profit before income tax | 6,984 | 30,384 | -77.04% | | Income tax expense | (1,652) | (581) | -184.34% | | Profit for the period | 5,332 | 29,803 | -82.11% | | Total comprehensive income for the period | 5,333 | 29,806 | -82.11% | | Basic earnings per share (HK cents) | 0.60 | 3.38 | -82.25% | | Diluted earnings per share (HK cents) | 0.60 | 3.38 | -82.25% | Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, Sheng Yuan Holdings Limited's net assets and total equity increased, while non-current assets and current liabilities decreased, and current assets slightly reduced Interim Condensed Consolidated Statement of Financial Position as of June 30, 2025 | Indicator | 2025 June 30 (HKD '000) | 2024 Dec 31 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | | | | | Property, plant and equipment | 177 | 228 | -22.4% | | Right-of-use assets | 1,730 | 2,471 | -30.0% | | Long-term deposits | 510 | 510 | 0.0% | | Current assets | | | | | Trade and other receivables, deposits and prepayments | 28,773 | 5,995 | 379.9% | | Investments held for trading | 15,155 | 14,000 | 8.25% | | Trust bank balances held on behalf of clients | 12,709 | 22,336 | -43.0% | | Cash and cash equivalents | 25,776 | 44,043 | -41.5% | | Current liabilities | | | | | Trade and other payables and accrued expenses | 13,793 | 24,827 | -44.4% | | Current tax liabilities | 3,904 | 2,252 | 73.3% | | Lease liabilities (current) | 1,682 | 1,633 | 3.0% | | Non-current liabilities | | | | | Lease liabilities (non-current) | 145 | 998 | -85.5% | | Equity | | | | | Share capital | 88,197 | 88,197 | 0.0% | | Reserves | 33,722 | 28,389 | 18.8% | | Total | | | | | Total assets less current liabilities | 122,064 | 117,584 | 3.8% | | Net assets | 121,919 | 116,586 | 4.6% | | Total equity | 121,919 | 116,586 | 4.6% | Interim Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, Sheng Yuan Holdings Limited's total equity increased from HKD 116,586 thousand on January 1, 2025, to HKD 121,919 thousand, primarily due to a profit of HKD 5,332 thousand for the period Interim Condensed Consolidated Statement of Changes in Equity for the Six Months Ended June 30, 2025 | Indicator | 2025 June 30 (HKD '000) | 2025 Jan 1 (HKD '000) | Change (HKD '000) | | :--- | :--- | :--- | :--- | | Share capital | 88,197 | 88,197 | 0 | | Share premium | 434,797 | 434,797 | 0 | | Capital contribution by shareholders | 7,834 | 7,834 | 0 | | Redemption reserve | 477 | 477 | 0 | | Currency translation reserve | (1,353) | (1,354) | 1 | | Contributed surplus | 152,788 | 152,788 | 0 | | Accumulated losses | (560,821) | (566,153) | 5,332 | | Total equity | 121,919 | 116,586 | 5,333 | - Profit for the period of HKD 5,332 thousand was the primary reason for the increase in equity19 Interim Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, Sheng Yuan Holdings Limited's net cash outflow from operating activities was HKD 17,395 thousand, a significant decrease from the HKD 20,462 thousand inflow in the prior period, leading to a substantial reduction in cash and cash equivalents at period-end Interim Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2025 | Indicator | 2025 (HKD '000) | 2024 (HKD '000) | Change (HKD '000) | | :--- | :--- | :--- | :--- | | Net cash (used in) / generated from operating activities | (17,395) | 20,462 | -37,857 | | Net cash generated from investing activities | – | 21,825 | -21,825 | | Net cash used in financing activities | (873) | (873) | 0 | | Net (decrease) / increase in cash and cash equivalents | (18,268) | 41,414 | -59,682 | | Cash and cash equivalents at beginning of period | 44,043 | 47,166 | -3,123 | | Effect of exchange rate changes on cash held | 1 | 3 | -2 | | Cash and cash equivalents at end of period | 25,776 | 88,583 | -62,807 | - Net cash flow from operating activities shifted from a net inflow in the prior period to a net outflow, primarily due to changes in working capital, especially an increase in trade and other receivables20 - Investing activities cash flow was zero in the first half of 2025, compared to a net inflow of HKD 21,825 thousand in the prior period, mainly due to proceeds received from debt instrument arrangements last year22 Notes to the Interim Condensed Consolidated Financial Information This section details the basis of preparation, accounting policies, segment information, revenue and expense components, balance sheet items, and fair value measurements for Sheng Yuan Holdings Limited's interim condensed consolidated financial information for the six months ended June 30, 2025 1. General Information Sheng Yuan Holdings Limited is a Bermuda-registered investment holding company listed on the HKEX, primarily engaged in securities brokerage, financial services, asset management, proprietary trading, and trading businesses through its subsidiaries - The Company is an investment holding company, and its subsidiaries are principally engaged in securities brokerage and financial services, asset management services, proprietary trading, and trading businesses23 - The interim condensed consolidated financial information was approved for publication by the Board of Directors on August 21, 202523 2. Adoption of New or Revised Hong Kong Financial Reporting Standards The Group has applied new and revised HKFRS effective from January 1, 2025, with no significant impact on the interim condensed consolidated financial information - The Group has applied new and revised standards and interpretations effective for annual periods beginning on or after January 1, 202524 - The adoption of amendments to HKAS 21 and HKFRS 1 had no significant impact on the Group's interim condensed consolidated financial information24 3. Basis of Preparation The interim condensed consolidated financial information is prepared in accordance with HKAS 34 "Interim Financial Reporting" and HKEX Listing Rules Appendix D2, using consistent accounting policies with the 2024 annual financial statements - The financial information is prepared in accordance with HKAS 34 "Interim Financial Reporting" issued by the HKICPA and the applicable disclosure requirements of Appendix D2 to the Listing Rules of the Stock Exchange25 - The accounting policies adopted in preparing these interim condensed financial information are consistent with those applied in the annual financial statements for the year ended December 31, 202425 4. Segment Information The Group's operating segments include securities brokerage and financial services, asset management, proprietary trading, and trading businesses, each managed independently with consistent measurement methods for segment results and assets/liabilities - The Group's operating segments include: (a) securities brokerage and financial services; (b) asset management services; (c) proprietary trading; and (d) trading businesses26 - For the six months ended June 30, 2025, total segment revenue was HKD 12,098 thousand, with securities brokerage and financial services contributing HKD 7,427 thousand and asset management services contributing HKD 4,671 thousand28 Reportable Segment Revenue and Results (For the six months ended June 30) | Segment | 2025 Revenue (HKD '000) | 2024 Revenue (HKD '000) | 2025 Results (HKD '000) | 2024 Results (HKD '000) | | :--- | :--- | :--- | :--- | :--- | | Securities brokerage and financial services | 7,427 | 9,929 | 6,202 | 5,140 | | Asset management services | 4,671 | 4,309 | 4,098 | 10,522 | | Proprietary trading | – | – | 2,078 | 19,678 | | Trading business | – | 172 | (3) | 300 | | Total | 12,098 | 14,410 | 12,375 | 35,640 | 5. Revenue For the six months ended June 30, 2025, the Group's total revenue was HKD 12,098 thousand, primarily from fees and commission income from customer contracts, with corporate finance services and fund/portfolio management being key contributors Revenue Components (For the six months ended June 30) | Revenue Source | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Securities and futures brokerage | 164 | 1,157 | -85.8% | | Corporate finance services income | 6,000 | 6,480 | -7.56% | | Advisory fee income | 83 | 127 | -34.6% | | Custodian fees | 1,180 | 2,165 | -45.5% | | Fund and portfolio management and investment advisory | 4,671 | 4,309 | 8.40% | | Financing services interest income | – | 172 | -100% | | Total | 12,098 | 14,410 | -16.04% | 6. Other Gains and Losses For the six months ended June 30, 2025, the Group's other gains and losses significantly decreased to HKD 1,172 thousand, primarily due to the absence of a non-recurring gain of HKD 17,326 thousand from the disposal of debt investments at fair value through profit or loss in the prior period Other Gains and Losses (For the six months ended June 30) | Item | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Net gain on disposal of debt investments at fair value through profit or loss | – | 17,326 | -100% | | Fair value changes of investments held for trading | 1,155 | 15 | 7600% | | Net foreign exchange gain | 17 | 135 | -87.4% | | Total | 1,172 | 17,476 | -93.29% | - A non-recurring gain of HKD 17,326 thousand from the disposal of Atta notes-related debt instruments was recognized in 2024, with no such gain in 20253235 7. Other Income For the six months ended June 30, 2025, the Group's other income was HKD 1,569 thousand, slightly lower than HKD 1,660 thousand in the prior period, mainly comprising bank and other interest income and dividend income Other Income Components (For the six months ended June 30) | Item | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Bank and other interest income | 1,087 | 1,048 | 3.72% | | Dividend income | 482 | 451 | 6.87% | | Miscellaneous income | – | 161 | -100% | | Total | 1,569 | 1,660 | -5.48% | 8. Profit Before Income Tax For the six months ended June 30, 2025, the Group's profit before income tax was HKD 6,984 thousand, a significant decrease from HKD 30,384 thousand in the prior period, mainly impacted by finance costs, auditor's remuneration, and staff costs Profit Before Income Tax Deductions (For the six months ended June 30) | Item | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Finance costs | 68 | 114 | -40.35% | | Auditor's remuneration | 200 | 340 | -41.18% | | Staff costs (including directors' emoluments) | 3,852 | 4,284 | -10.08% | 9. Income Tax Expense For the six months ended June 30, 2025, the Group's income tax expense significantly increased to HKD 1,652 thousand from HKD 581 thousand in the prior period, primarily calculated under Hong Kong's two-tiered profits tax regime - Hong Kong profits tax is calculated under the two-tiered profits tax regime, with the first HKD 2 million of assessable profits taxed at 8.25% and the remainder at 16.5%38 Current Tax - Hong Kong Profits Tax (For the six months ended June 30) | Item | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Provision for the period | 1,652 | 581 | 184.34% | 10. Dividends No dividends were proposed or paid by the Company for the six months ended June 30, 2025, or 2024 - No dividends were proposed or paid for the six months ended June 30, 2025, or 202440 11. Earnings Per Share For the six months ended June 30, 2025, basic and diluted earnings per share were both 0.60 HK cents, a significant decrease from 3.38 HK cents in the prior period, mainly due to reduced profit for the period Earnings Per Share (For the six months ended June 30) | Indicator | 2025 (HK cents) | 2024 (HK cents) | Change (%) | | :--- | :--- | :--- | :--- | | Basic earnings per share | 0.60 | 3.38 | -82.25% | | Diluted earnings per share | 0.60 | 3.38 | -82.25% | - Basic earnings per share are calculated based on profit attributable to owners of the Company of approximately HKD 5,332,000 (2024: HKD 29,803,000) and the weighted average number of ordinary shares in issue of 881,970,541 shares during the period41 12. Property, Plant and Equipment For the six months ended June 30, 2025, and 2024, the Group neither purchased nor disposed of any property, plant, and equipment - For the six months ended June 30, 2025, and 2024, the Group neither purchased nor disposed of any property, plant, and equipment42 13. Leases As of June 30, 2025, the Group's right-of-use assets and lease liabilities both decreased, with no new lease agreements entered into or renewed during the period Lease-Related Carrying Amounts (As of June 30) | Item | 2025 June 30 (HKD '000) | 2024 Dec 31 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Carrying amount of right-of-use assets | 1,730 | 2,471 | -30.0% | | Carrying amount of lease liabilities | 1,827 | 2,631 | -30.6% | Lease-Related Expenses Recognized in Profit or Loss (For the six months ended June 30) | Item | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Depreciation expense of right-of-use assets | 741 | 741 | 0.0% | | Interest on lease liabilities | 68 | 114 | -40.35% | | Expenses relating to short-term leases | 68 | 71 | -4.23% | 14. Trade and Other Receivables, Deposits and Prepayments As of June 30, 2025, the Group's total trade and other receivables, deposits, and prepayments significantly increased to HKD 29,283 thousand, mainly due to higher prepayments and corporate finance service receivables Trade and Other Receivables, Deposits and Prepayments (As of June 30) | Item | 2025 June 30 (HKD '000) | 2024 Dec 31 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables (net of impairment allowance) | 7,738 | 4,669 | 65.7% | | Prepayments | 19,134 | 615 | 3011.2% | | Other receivables and deposits | 1,901 | 711 | 167.4% | | Lease deposits | 510 | 510 | 0.0% | | Total | 29,283 | 6,505 | 350.2% | Trade Receivables Analysis (As of June 30) | Source | 2025 June 30 (HKD '000) | 2024 Dec 31 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Asset management services | 5,317 | 5,305 | 0.23% | | Underwriting and placement services | 8,000 | 8,000 | 0.0% | | Advisory services | 4,656 | 4,656 | 0.0% | | Corporate finance services | 3,283 | 200 | 1541.5% | | Total | 21,256 | 18,161 | 17.04% | - Trade receivables overdue for more than 365 days amounted to HKD 13,480 thousand, representing a significant portion of total trade receivables49 15. Investments Held for Trading As of June 30, 2025, the Group's investments in listed equity securities held for trading increased to HKD 15,155 thousand Investments Held for Trading (As of June 30) | Item | 2025 June 30 (HKD '000) | 2024 Dec 31 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Listed equity securities | 15,155 | 14,000 | 8.25% | 16. Trade and Other Payables and Accrued Expenses As of June 30, 2025, the Group's total trade and other payables and accrued expenses decreased to HKD 13,793 thousand, mainly due to a significant reduction in cash client payables from securities and futures trading businesses Trade and Other Payables and Accrued Expenses (As of June 30) | Item | 2025 June 30 (HKD '000) | 2024 Dec 31 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables from securities and futures trading business - cash clients | 10,400 | 20,029 | -48.08% | | Trade payables from securities and futures trading business - margin clients | 2,309 | 2,307 | 0.09% | | Other payables | 144 | 793 | -81.84% | | Accrued expenses | 940 | 1,698 | -44.64% | | Total | 13,793 | 24,827 | -44.44% | - The Directors believe that an aging analysis of trade payables would not provide additional usefulness given the nature of the business, and thus it is not disclosed51 17. Share Capital As of June 30, 2025, the Company's authorized and issued and fully paid share capital remained unchanged, with all issued shares enjoying equal rights Share Capital Structure (As of June 30) | Item | 2025 June 30 | 2024 Jan 1 | | :--- | :--- | :--- | | Number of authorized ordinary shares (par value HKD 0.1 per share) | 6,000,000,000 | 6,000,000,000 | | Authorized share capital par value (HKD '000) | 600,000 | 600,000 | | Number of issued and fully paid ordinary shares | 881,970,541 | 881,970,541 | | Issued and fully paid share capital par value (HKD '000) | 88,197 | 88,197 | - All issued shares carry equal rights in respect of dividends, voting, and return of capital52 18. Related Party Transactions During the reporting period, the Group engaged in custodian fee and corporate finance service fee transactions with related party Yuan Yin Financial Credit Limited and had amounts due from Yuan Yin Holdings Limited Significant Related Party Transactions (For the six months ended June 30) | Transacting Party | Transaction Type | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Yuan Yin Financial Credit Limited | Custodian fee income | 900 | 900 | 0.0% | | Yuan Yin Financial Credit Limited | Corporate finance service fee income | 6,000 | 6,480 | -7.41% | Amounts Due from Related Parties to the Group (As of June 30) | Related Party | 2025 June 30 (HKD '000) | 2024 Dec 31 (HKD '000) | | :--- | :--- | :--- | | Yuan Yin Holdings Limited | 3,000 | – | - Amounts due from the Group (Yuan Yin Holdings Limited) are unsecured, interest-free, and without a credit period54 Key Management Personnel Remuneration (For the six months ended June 30) | Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Salaries and allowances | 840 | 840 | | Contributions to retirement benefit schemes | 18 | 18 | | Total | 858 | 858 | 19. Fair Value Measurement The Group's financial instruments are categorized into three levels based on fair value hierarchy; as of June 30, 2025, listed equity securities held for trading are all Level 1, with fair values based on market quotations Financial Instruments Measured at Fair Value (As of June 30) | Item | Level 1 (HKD '000) | Level 2 (HKD '000) | Level 3 (HKD '000) | Total (HKD '000) | | :--- | :--- | :--- | :--- | :--- | | 2025 June 30 Listed equity securities | 15,155 | – | – | 15,155 | | 2024 Dec 31 Listed equity securities | 14,000 | – | – | 14,000 | - The fair value hierarchy categorizes financial instruments into three levels: Level 1 for active market quotes, Level 2 for observable inputs, and Level 3 for unobservable inputs57 - The fair value of listed equity securities is based on market quotations at the reporting date, using current market bid prices59 20. Events After the Reporting Period No significant events occurred after June 30, 2025, up to the date of publication of the interim condensed consolidated financial information - No significant events related to the Group occurred after June 30, 2025, and up to the date of publication of the interim condensed consolidated financial information61 Management Discussion and Analysis This section reviews the Group's financial performance and business operations for the reporting period, including reasons for decreased revenue and net profit, and outlines future development strategies emphasizing cross-border cooperation and diversified revenue streams Interim Dividend The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024 corresponding period: nil)63 Business and Financial Review The Group's fees and commission income decreased by 14.8% year-on-year, and net profit significantly dropped by 82.11%, mainly due to the absence of non-recurring gains from the prior period; operations of various business segments are also reviewed Financial Summary For the six months ended June 30, 2025, the Group's fees and commission income was approximately HKD 12.1 million, a 14.8% year-on-year decrease; profit for the period was approximately HKD 5.3 million, a significant 82.11% year-on-year decrease, mainly due to the non-recognition of non-recurring gains from the prior period - Fees and commission income was approximately HKD 12.1 million, a 14.8% decrease compared to the prior period, mainly due to reduced financial advisory services and general custodian services64 - Profit for the period was approximately HKD 5.3 million, compared to HKD 29.8 million in the prior period, with the net profit decrease primarily attributed to the non-recognition of non-recurring gains from the disposal of debt instruments at fair value through profit or loss in 202464 - Basic and diluted earnings per share for the first half of 2025 were both approximately 0.6 HK cents, compared to 3.38 HK cents in the prior period64 Operations of Business Segments - Securities Brokerage and Financial Services The Group provides securities brokerage and financial services through Sheng Yuan Securities and Sheng Yuan Capital, including securities and futures brokerage, underwriting and placement, margin financing, and corporate finance advisory; client trust bank balances decreased by 43.0% year-on-year - Sheng Yuan Securities is licensed for Type 1 (dealing in securities), Type 2 (dealing in futures contracts), and Type 4 (advising on securities) regulated activities65 - Sheng Yuan Capital is licensed for Type 6 (advising on corporate finance) regulated activities, providing corporate advisory services66 - Client trust bank accounts held approximately HKD 12.7 million, a 43.0% decrease from HKD 22.3 million as of December 31, 2024, mainly due to client withdrawals65 Operations of Business Segments - Asset Management Sheng Yuan Asset Management provides fund management and investment advisory services; as of June 30, 2025, total assets under management were HKD 0.15 million, a significant decrease from the prior period, mainly due to the termination of an overseas fund in July 2024 - Sheng Yuan Asset Management is licensed for Type 4 (advising on securities) and Type 9 (asset management) regulated activities67 - As of June 30, 2025, total assets under management were HKD 0.15 million (June 30, 2024: HKD 658.9 million), primarily due to the termination of an overseas fund in July 20246869 Operations of Business Segments - Proprietary Trading Proprietary trading business primarily invests in listed shares, corporate bonds, and private equity funds in the Hong Kong market, recording a profit of approximately HKD 2.1 million for the six months ended June 30, 2025, a significant decrease from the prior period - Proprietary trading business primarily invests in listed shares, corporate bonds, and private equity funds in the Hong Kong market70 - For the six months ended June 30, 2025, proprietary trading recorded a profit of approximately HKD 2.1 million (2024 corresponding period: HKD 19.7 million)70 Outlook and Future Plans The Group remains cautiously optimistic for the second half of 2025 and beyond, planning to strengthen cross-border cooperation, expand securities brokerage, asset management, and corporate finance services, enhance its fund management platform, and develop innovative financial advisory and margin financing solutions to diversify revenue and achieve sustainable returns - The Hong Kong financial market showed a moderate recovery in the first half of 2025, with the Hang Seng Index rising approximately 21% year-to-date and improved equity fundraising72 - The Group will continue to pursue a prudent strategy, closely monitor macroeconomic developments, and leverage Hong Kong's position in the Greater Bay Area to strengthen cross-border cooperation and explore new partnerships72 - The management team is committed to enhancing the fund management platform, expanding discretionary account services, and developing innovative financial advisory and margin financing solutions to diversify revenue, enhance resilience, and deliver sustainable returns to shareholders72 Acquisitions and Disposals For the six months ended June 30, 2025, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, and joint ventures - For the six months ended June 30, 2025, there were no significant acquisitions or disposals of subsidiaries, associates, and joint ventures73 Liquidity and Financial Resources As of June 30, 2025, the Group's cash and bank balances decreased to HKD 25.8 million, but net assets increased, with no borrowings and a net current asset position of HKD 119.4 million - Cash and bank balances (general accounts) were approximately HKD 25.8 million, a decrease of approximately HKD 18.2 million from December 31, 202474 - Net current assets were HKD 119.4 million (December 31, 2024: HKD 114.2 million)1674 - The Group has no borrowings or other debt, so the gearing ratio is not applicable75 - Net assets were approximately HKD 121.9 million (December 31, 2024: HKD 116.6 million)75 Foreign Exchange Risk The Group's transactions are primarily denominated in HKD, USD, and RMB; currently, no foreign currency hedging policy is in place, but management monitors exchange rate fluctuations to mitigate risks - The Group's transactions are primarily denominated in HKD, USD, and RMB76 - The Group does not have any foreign currency hedging policy in place, but management will closely monitor exchange rate fluctuations and take appropriate actions to mitigate risks76 Capital Structure The Group's capital structure comprises issued share capital and reserves attributable to shareholders; the Board monitors capital structure by reviewing cash flow needs and financial obligations, with no changes during the reporting period - The Group's capital structure comprises issued share capital and reserves attributable to the Company's shareholders77 - There were no changes in the capital structure for the six months ended June 30, 202577 Funding and Treasury Policy The Group adopts a conservative cash management and investment strategy for unallocated funds, primarily holding cash and cash equivalents as short-term deposits with authorized institutions in Hong Kong - The Group adopts a conservative cash management and investment strategy for funds not designated for specific purposes79 - Cash and cash equivalents are primarily held in HKD, USD, and RMB as short-term deposits with authorized institutions in Hong Kong79 Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities80 Events After Reporting Period No significant events concerning the Group occurred after the reporting period and up to the date of this report - No significant events concerning the Group occurred after the reporting period and up to the date of this report81 Pledged Assets As of June 30, 2025, the Group had no pledged assets - As of June 30, 2025, the Group had no pledged assets82 Human Resources As of June 30, 2025, the Group employed 19 staff, maintaining market-level remuneration policies and providing regular training to enhance employee capabilities - As of June 30, 2025, the Group employed 19 staff83 - Remuneration policies and benefits are maintained at market levels, with regular training and various development programs provided83 Corporate Governance and Other Information This section discloses the company's corporate governance practices, including directors' and major shareholders' interests, share option schemes, listed securities transactions, interim report review, audit committee composition, and compliance with the Corporate Governance Code Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures of the Company As of June 30, 2025, no directors or chief executives held any disclosable interests or short positions in the Company's or its associated corporations' shares, underlying shares, or debentures - As of June 30, 2025, no directors or chief executives held any interests in the shares, underlying shares, or debentures of the Company or any of its associated corporations that are required to be recorded in the register or otherwise notified to the Company and the Stock Exchange84 Major Shareholders' Interests As of June 30, 2025, Yuan Yin Holdings Limited is the Company's major shareholder, holding 68.15% of the issued share capital Major Shareholders' Long Positions (As of June 30) | Shareholder Name | Capacity | Number of Shares Held | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Yuan Yin Holdings Limited | Beneficial owner | 601,100,000 | 68.15% | | Yuan Yin Holdings Limited | Interest in controlled corporation | 1,917,000 | 0.22% | - Yuan Yin Holdings Limited is deemed to have an interest in 1,917,000 shares of the Company beneficially owned by Yuan Yin International Limited, a wholly-owned subsidiary of Yuan Yin Holdings Limited86 Share Options The Company adopted the 2014 Share Option Scheme to incentivize or reward eligible participants, but no share options were granted under the scheme for the six months ended June 30, 2025 - The Company adopted a new share option scheme ("2014 Scheme") on October 15, 2014, to incentivize or reward eligible participants88 - For the six months ended June 30, 2025, no share options were granted under the 2014 Scheme, and no shares remained unexercised88 Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities89 - As of June 30, 2025, the Company held no treasury shares89 Review of Interim Report The Group's interim report for the six months ended June 30, 2025, has been reviewed by Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd and complies with the disclosure requirements of the Listing Rules - The interim report has been reviewed by Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd in accordance with Hong Kong Standard on Review Engagements 241090 - The interim report contains all relevant information required by Appendix D2 of the Listing Rules90 Audit Committee The Audit Committee, comprising Ms. Huang Qin (Chairperson), Mr. Zhang Jinfan, and Mr. Huang Shuanggang, has reviewed the Group's accounting principles, internal controls, and interim results - The Audit Committee comprises Ms. Huang Qin (Chairperson), Mr. Zhang Jinfan, and Mr. Huang Shuanggang, all possessing appropriate professional qualifications and financial experience91 - The Audit Committee has reviewed the interim results and unaudited financial statements for the six months ended June 30, 202591 Corporate Governance The Company is committed to maintaining high corporate governance standards and has complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules for the six months ended June 30, 2025 - The Company is committed to maintaining high standards of corporate governance and procedures to safeguard the interests of all shareholders92 - The Company has complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules for the six months ended June 30, 202592 Standard Code for Securities Transactions by Directors The Company has adopted the Standard Code as its code of conduct for directors' securities transactions and confirms that directors have complied with it during the reporting period - The Company has adopted the Standard Code as its own code of conduct for directors' securities transactions93 - The directors have complied with the required standards set out in the Standard Code for the six months ended June 30, 202593 Board of Directors As of the date of this report, the Board of Directors comprises two executive directors, one non-executive director, and three independent non-executive directors - The Board of Directors comprises Executive Directors Mr. Zhou Quan and Mr. Zhao Yun, Non-Executive Director Mr. Huang Shuanggang, and Independent Non-Executive Directors Mr. Zhang Jinfan, Ms. Huang Qin, and Mr. Guo Yaoli94
盛源控股(00851) - 2025 - 中期财报