应星控股(01440) - 2025 - 中期财报

Corporate Information This section details the company's board of directors, auditor, registered office, headquarters, and stock code - Board members include Executive Directors Mr. Cai Rongxing (Chairman), Mr. Lin Minqiang, Mr. Larry Stuart Torchin, Ms. Cai Linqi, and Independent Non-executive Directors Mr. Zhou Jieting (Chairman of Audit Committee), Dr. Zhao Guoxiong, Mr. Mai Minghai (Chairman of Remuneration Committee)[4][5] - The Company's auditor is Furuimaze Certified Public Accountants Limited[5] - The Company's registered office is in the Cayman Islands, with its headquarters and principal place of business in Hanjiang District, Putian City, Fujian Province, China[6] - The Company's stock code is 1440[8] Key Financial Highlights The group's revenue increased by 5.6% to RMB 288.6 million, but net loss significantly widened to RMB 22.5 million Key Financial Highlights for the Six Months Ended June 30, 2025 | Indicator | For the Six Months Ended June 30, 2025 (RMB'000) | For the Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Revenue | 288,606 | 273,397 | | Gross profit | 28,001 | 28,158 | | Loss before income tax | (22,456) | (631) | | Loss for the period attributable to owners of the Company | (22,511) | (948) | | Basic and diluted loss per share (RMB cents) | (1.79) | (0.08) | - The Group's revenue increased by approximately 5.6% to RMB 288.6 million, but net loss significantly widened from approximately RMB 0.1 million to approximately RMB 22.5 million[11] Management Discussion and Analysis This section provides an overview of the Group's business performance, future strategies, and detailed financial review for the period BUSINESS REVIEW The Group's revenue grew by 5.6% to RMB 288.6 million, driven by the footwear business, but net loss expanded significantly to RMB 22.5 million - The Group primarily engages in the lace and dyeing & finishing segment (including manufacturing lace and providing dyeing & finishing services) and the footwear segment[12] - The Group's revenue increased by approximately 5.6% to RMB 288.6 million from approximately RMB 273.4 million in the corresponding period of 2024[13] - The footwear business segment accounted for approximately 86.2% of total revenue, with its growth primarily attributed to new customer orders[13] - The Group recorded a net loss that increased from approximately RMB 0.1 million to approximately RMB 22.5 million[13] OUTLOOK AND BUSINESS STRATEGY The Group is shifting resources from lace and dyeing to footwear, establishing Southeast Asian partnerships, developing IP merchandise, and investing in sports tourism to mitigate environmental and trade challenges - In the medium to long term, increased environmental awareness and "dual carbon" goals are driving stricter regulatory measures, posing challenges to the lace manufacturing and dyeing & finishing businesses[15] - The Group has strategically reallocated resources, gradually reducing further investment in the lace manufacturing and dyeing & finishing businesses, shifting towards the footwear segment[16] - To mitigate the impact of tariff fluctuations and reduce geographical concentration risk, the Group is actively establishing manufacturing partnerships in Southeast Asia[19] - The Group is seizing opportunities to expand into the domestic consumer market by developing its intellectual property (IP) merchandise business, engaging in in-depth discussions with several well-known IP holders[20] - As the sole financial investor in the K11 MUSEA CR7® LIFE Hong Kong Museum, the museum opened on July 7, 2025, and was personally visited by Cristiano Ronaldo in August 2025[23] - Future operational priorities include continuously improving production efficiency, strictly controlling costs, fully complying with environmental regulations, and strengthening R&D capabilities and quality control systems[24] FINANCIAL REVIEW Revenue growth was driven by footwear, but gross profit slightly declined, while increased administrative expenses, finance costs, impairment losses, and joint venture losses led to a significant net loss Revenue Total revenue increased by 5.6% to RMB 288.6 million, primarily driven by the footwear business, while dyeing revenue grew and lace revenue declined due to intense competition - The Group's revenue increased by approximately 5.6% to RMB 288.6 million from approximately RMB 273.4 million for the six months ended June 30, 2024[13] Revenue by Product Category | Product Type | 2025 (RMB'000) | 2025 % of Revenue | 2024 (RMB'000) | 2024 % of Revenue | | :--- | :--- | :--- | :--- | :--- | | Dyeing and finishing | 34,489 | 12.0% | 31,656 | 11.6% | | Lace (subtotal) | 5,244 | 1.8% | 7,342 | 2.7% | | Footwear | 248,873 | 86.2% | 234,399 | 85.7% | | Total | 288,606 | 100.0% | 273,397 | 100.0% | - By geographical location of operations, 100% of the Group's revenue was derived from Mainland China and Hong Kong[31] - Dyeing and finishing revenue increased by approximately 8.8% to RMB 34.5 million, mainly due to orders shifting to the Group from poorly managed or bankrupt surrounding factories[32] - Lace revenue decreased by approximately 28.8% to RMB 5.2 million, primarily attributed to intense competition leading to reduced customer orders[33] - Footwear business revenue increased to approximately RMB 248.9 million, mainly due to increased orders prior to tariff implementation[36] Gross profit Gross profit slightly decreased by 0.7% to RMB 28.0 million, mainly due to deteriorating performance in lace and dyeing and increased costs - Gross profit slightly decreased by approximately 0.7% to RMB 28.0 million from approximately RMB 28.2 million in the corresponding period of 2024[37] - This was primarily due to deteriorating performance in the lace and dyeing & finishing businesses and increased costs, such as a temporary rise in fuel prices[37] Other income Other income slightly decreased to RMB 0.8 million - Other income slightly decreased from approximately RMB 0.9 million to approximately RMB 0.8 million[38] Other (losses)/gains, net The Group recorded other losses of RMB 1.2 million, contrasting with other gains of RMB 2.8 million in the prior year, mainly due to losses from selling obsolete high-energy-consuming machinery and RMB appreciation - The Group recorded other losses of approximately RMB 1.2 million during the interim period, compared to other gains of approximately RMB 2.8 million in the corresponding period of 2024[39] - This was primarily due to (i) losses from the strategic disposal of certain obsolete high-energy-consuming machinery that did not meet environmental standards, and (ii) RMB appreciation during the period[39] Selling and distribution expenses Selling and distribution expenses decreased by 10.5% to RMB 14.5 million, primarily due to successful negotiation of reduced commission rates - Selling and distribution expenses decreased by approximately 10.5% to RMB 14.5 million from approximately RMB 16.2 million in the corresponding period of 2024[44] - This was due to successful negotiation of reduced commission rates[44] Administrative expenses Administrative expenses increased to RMB 21.1 million, mainly due to an increase in senior staff and initial legal consulting fees for potential new projects - Administrative expenses increased from approximately RMB 16.1 million to approximately RMB 21.1 million[45] - This was due to (i) an increase in the number of senior and high-level staff and (ii) initial legal consulting and fees for various potential new projects[45] Finance costs, net Net finance costs significantly increased to RMB 1.2 million, primarily due to higher interest expenses on loans from the ultimate holding company - Net finance costs increased from approximately RMB 0.1 million to approximately RMB 1.2 million[46] - This was primarily due to increased interest expenses on loans from the ultimate holding company[46] Impairment loss on property, plant and equipment The Group recorded an impairment loss of RMB 4.4 million on property, plant and equipment, mainly due to deteriorating performance in the lace and dyeing & finishing businesses affected by external factors - The Group recorded an impairment loss of approximately RMB 4.4 million on property, plant and equipment during the interim period (2024: nil)[47] - This primarily resulted from an impairment assessment due to deteriorating performance in the lace and dyeing & finishing businesses, influenced by multiple special external factors such as temporary fuel price increases, regional tariff disruptions to end-demand, and intense domestic market competition[47] Share of results of a joint venture The Group's share of loss from a joint venture was RMB 8.1 million, mainly due to one-off installation costs for the CR7® LIFE Hong Kong Museum - The Group's share of loss from a joint venture was approximately RMB 8.1 million (2024: nil)[52] - This was due to one-off installation costs for establishing the museum brand of Portuguese renowned footballer Mr. Cristiano Ronaldo dos Santos Aveiro in Hong Kong, with these initial expenses not expected to recur in future periods[52] Income tax expenses Income tax expenses decreased by 66.7% to RMB 0.1 million, consistent with the loss-making status - Income tax expenses decreased by approximately 66.7% to RMB 0.1 million from approximately RMB 0.3 million in the corresponding period of 2024[53] - This is consistent with the loss-making status[53] Net loss for the period The Group recorded a net loss of RMB 22.5 million for the period due to the combined impact of various factors - The Group recorded a net loss of approximately RMB 22.5 million during the interim period[54] Dividends The Board does not recommend the payment of any dividend for the interim period - The Board does not recommend the payment of any dividend for the interim period (2024: nil)[55] LIQUIDITY, CAPITAL RESOURCES AND GEARING RATIO The Group experienced a decrease in net current assets and current ratio, an increase in borrowings and gearing ratio, while cash and cash equivalents remained stable, with increased capital expenditure and no foreign exchange hedging - As of June 30, 2025, the Group's net current assets were approximately RMB 145.1 million (December 31, 2024: approximately RMB 158.3 million)[60] - The Group's current ratio decreased from approximately 1.9 times as of December 31, 2024, to approximately 1.7 times as of June 30, 2025[60] - As of June 30, 2025, the Group's cash and cash equivalents were approximately RMB 236.9 million (December 31, 2024: approximately RMB 231.9 million)[61] - As of June 30, 2025, the Group's borrowings were approximately RMB 73.9 million (December 31, 2024: approximately RMB 52.3 million)[62] - As of June 30, 2025, the Group's gearing ratio was 0.3 (December 31, 2024: 0.2)[65] - During the interim period, the Group incurred cash outflow for capital expenditure of approximately RMB 4.8 million for the acquisition of equipment and intangible assets (2024: approximately RMB 1.4 million)[67] - The Group's majority of assets and liabilities are denominated in RMB, USD, and HKD, and it did not hedge its foreign currency exposure during the interim period[68] CAPITAL COMMITMENTS The Group's capital commitments primarily involve financial support for a joint venture and the purchase of property, plant and equipment - As of June 30, 2025, the Group's capital commitments primarily related to financial support for a joint venture of approximately RMB 26.9 million (December 31, 2024: RMB 32.4 million)[73] - Capital commitments for the purchase of property, plant and equipment were approximately RMB 0.4 million (December 31, 2024: RMB 0.1 million)[73] CONTINGENT LIABILITIES As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil)[74] EMPLOYEES AND REMUNERATION POLICY The Group's employee count slightly increased, leading to higher total employee benefit expenses, with a remuneration policy encompassing fixed salaries, benefits, performance bonuses, and share options - As of June 30, 2025, the Group had a total of 517 employees (December 31, 2024: 512 employees)[76] - The Group's total employee benefit expenses (including directors' emoluments) for the interim period were approximately RMB 28.8 million (2024: approximately RMB 26.1 million)[76] - Employee remuneration includes fixed salaries, allowances based on job nature, performance bonuses, paid leave, and share options, with mandatory social security fund contributions made for employees[75] SIGNIFICANT INVESTMENTS, MATERIAL ACQUISITIONS AND DISPOSALS Except as disclosed, the Group had no significant investments, material acquisitions, or disposals during the interim period - Except as disclosed in this report, the Group had no significant investments, material acquisitions, or disposals during the interim period[80] FUTURE PLAN FOR MATERIAL INVESTMENTS The Group has no specific plans for material investments or acquisitions of capital assets or other businesses but will continue to explore new development opportunities - The Group has no specific plans for material investments or acquisitions of major capital assets or other businesses during the interim period[81] - The Group will continue to identify new business development opportunities[81] CHANGE IN BOARD LOT SIZE The board lot size for the Company's ordinary shares traded on the Stock Exchange changed from 5,000 shares to 2,500 shares, effective April 23, 2025 - The board lot size for the Company's ordinary shares traded on The Stock Exchange of Hong Kong Limited changed from 5,000 shares to 2,500 shares, effective April 23, 2025[82] EVENT AFTER THE INTERIM PERIOD Except as disclosed, the Group had no significant events after the interim period and up to the date of this report - Except as disclosed in this report, the Group had no significant events after the interim period and up to the date of this report[83] Corporate Governance and Other Information This section covers directors' and substantial shareholders' interests, share option schemes, changes in directors' information, and compliance with corporate governance standards DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY ASSOCIATED CORPORATIONS As of June 30, 2025, directors and the chief executive held interests in the Company's shares, with Mr. Cai Rongxing holding 30.83%, Mr. Lin Minqiang 4.00%, and Ms. Cai Linqi 0.22% Directors' Interests in Ordinary Shares of the Company | Name of Director | Capacity/Nature of Interest | Number of Shares Held (L) | Approximate % of Shareholding in the Company | | :--- | :--- | :--- | :--- | | Mr. Cai Rongxing | Interest of controlled corporation and beneficial owner | 388,500,000 | 30.83% | | Mr. Lin Minqiang | Interest of controlled corporation/jointly held with other persons | 50,400,000 | 4.00% | | Ms. Cai Linqi | Beneficial owner | 2,735,000 | 0.22% | - Mr. Cai Rongxing beneficially owns 100% of the issued shares of Rongwei Investment Limited, which holds 28.85% of the Company's shares, thus Mr. Cai Rongxing is deemed to have an interest in the Company's shares held by Rongwei[90] ARRANGEMENT FOR DIRECTORS TO PURCHASE SHARES OR DEBENTURES No rights to acquire benefits by acquiring shares or debentures were granted to or exercised by any director, their spouses, or minor children during the interim period - During the interim period and up to the date of this report, no rights to acquire benefits by acquiring shares or debentures of the Company were granted to or exercised by any director or their respective spouses or minor children[92] SUBSTANTIAL SHAREHOLDERS' AND OTHERS' INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES OF THE COMPANY As of June 30, 2025, substantial shareholders included Rongwei Investment Limited (28.85% interest) and Ms. Hu Qiuxia, spouse of Mr. Cai Rongxing (deemed to hold 30.83% interest) Substantial Shareholders' Interests in Shares of the Company | Name/Company Name | Capacity/Nature of Interest | Number of Shares Held (L) | Approximate % of Shareholding in the Company | | :--- | :--- | :--- | :--- | | Rongwei Investment Limited | Beneficial owner | 363,500,000 | 28.85% | | Ms. Hu Qiuxia | Interest of spouse | 388,500,000 | 30.83% | - Rongwei Investment Limited is wholly owned by Mr. Cai Rongxing[97] - Ms. Hu Qiuxia is the spouse of Mr. Cai Rongxing and is therefore deemed to have an interest in the Company's shares in which Mr. Cai Rongxing has an interest[98][99] DIRECTORS' INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR CONTRACTS Except as disclosed in note 26 to the condensed consolidated interim financial information, no director or their associated entities had any material interest in significant transactions, arrangements, or contracts during the interim period - Except as disclosed in note 26 to the condensed consolidated interim financial information, no director or their associated entities had any material interest, whether direct or indirect, in any significant transactions, arrangements, or contracts entered into by the Company or its subsidiaries, fellow subsidiaries, or parent company, and subsisting during the interim period[101] CONTROLLING SHAREHOLDERS' INTEREST Except as disclosed in note 26 to the condensed consolidated interim financial information, no material contracts were entered into with controlling shareholders or their subsidiaries, nor were any significant service contracts provided by them - Except as disclosed in note 26 to the condensed consolidated interim financial information, during the interim period, neither the Company nor any of its subsidiaries entered into any material contracts with any controlling shareholder or any of its subsidiaries, nor were there any material contracts for services provided by any controlling shareholder or any of its subsidiaries to the Company or any of its subsidiaries[102] DIRECTORS' AND CONTROLLING SHAREHOLDERS' INTEREST IN COMPETING BUSINESS Except for the Group's business, no director, controlling shareholder, or their close associates engaged in or held interests in any competing business or had other conflicts of interest during the interim period - Except for the Group's business, during the interim period, no director, controlling shareholder, or any of their respective close associates engaged in any business that competes or may compete with the Group's principal business, or held any interest in such businesses, as required to be disclosed under Rule 8.10 of the Listing Rules, nor had any other conflicts of interest with the Group[106] SHARE OPTION SCHEME The Company adopted a share option scheme on December 16, 2020, with 126,000,000 shares available for grant as of June 30, 2025, but no options were granted during the period - The Company conditionally adopted a share option scheme on December 16, 2020, which became effective on January 13, 2021[107] - As of January 1, 2025, and June 30, 2025, the total number of share options available for grant under the share option scheme was 126,000,000 shares, representing approximately 10% of the Company's issued share capital on the respective dates[108] - No share options were granted or agreed to be granted under the share option scheme from its adoption date up to June 30, 2025[109] CHANGES IN DIRECTORS' INFORMATION DISCLOSED UNDER RULE 13.51B(1) OF THE HONG KONG LISTING RULES There were no changes in directors' information requiring disclosure under Rule 13.51B(1) of the Listing Rules since the date of the Company's 2024 annual report - There were no changes in directors' information requiring disclosure under Rule 13.51B(1) of the Listing Rules since the date of the Company's 2024 annual report[112] PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, nor held any treasury shares during the interim period - During the interim period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities (including sales of treasury shares)[113] - As of June 30, 2025, and the date of this report, the Company held no treasury shares[113] ISSUE OF EQUITY SECURITIES The Company did not allot and issue any equity securities, including those convertible into equity securities, during the interim period - During the interim period, the Company did not allot and issue any equity securities (including securities convertible into equity securities)[114] REVIEW OF INTERIM FINANCIAL STATEMENTS The unaudited interim results for the six months ended June 30, 2025, were reviewed by the Company's auditor, Furuimaze Certified Public Accountants Limited, and the Audit Committee - The unaudited interim results for the six months ended June 30, 2025, have been reviewed by the Company's auditor, Furuimaze Certified Public Accountants Limited, in accordance with Hong Kong Standard on Review Engagements 2410[115] - The Company's interim results for the interim period have also been reviewed by the Company's Audit Committee[115] CORPORATE GOVERNANCE The Company has adopted corporate governance practices and complied with the code provisions of the Corporate Governance Code during the interim period - The Company has adopted a set of corporate governance practices that comply with the code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules[120] - The Company complied with the code provisions of the Corporate Governance Code during the interim period[120] MODEL CODE FOR DIRECTORS' SECURITIES TRANSACTIONS The Company adopted a code of conduct for directors' securities transactions, no less exacting than the Model Code, and all directors confirmed compliance during the interim period - The Company has adopted a code of conduct for directors and relevant employees' securities transactions, the terms of which are no less exacting than the required standard set out in the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules[121] - Following specific enquiries by the Company, all directors confirmed their compliance with the required standard set out in the Model Code and the Company's code of conduct for directors' securities transactions during the interim period[122] Report on Review of Interim Financial Information The auditor, Furuimaze Certified Public Accountants Limited, conducted a review of the interim financial information in accordance with HKSRS 2410, finding no material misstatements - The auditor (Furuimaze Certified Public Accountants Limited) conducted a review 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 Hong Kong Institute of Certified Public Accountants[126][130][134] - The scope of a review is substantially less than an audit conducted in accordance with Hong Kong Standards on Auditing, and therefore no audit opinion is expressed[130] - Based on the review, nothing has come to the auditor's attention that causes them to believe the interim financial information is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34[131] Condensed Consolidated Income Statement This statement presents the Group's revenue, gross profit, operating loss, finance costs, and net loss for the period, showing a significant increase in loss per share Condensed Consolidated Income Statement Summary | Indicator | For the Six Months Ended June 30, 2025 (RMB'000) | For the Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Revenue | 288,606 | 273,397 | | Gross profit | 28,001 | 28,158 | | Operating loss | (21,292) | (574) | | Finance costs, net | (1,164) | (57) | | Loss before income tax | (22,456) | (631) | | Income tax expenses | (55) | (317) | | Loss for the period attributable to owners of the Company | (22,511) | (948) | | Basic and diluted loss per share (RMB cents) | (1.79) | (0.08) | Condensed Consolidated Statement of Comprehensive Income This statement details the Group's loss for the period and other comprehensive losses, primarily from exchange differences on translating overseas operations Condensed Consolidated Statement of Comprehensive Income Summary | Indicator | For the Six Months Ended June 30, 2025 (RMB'000) | For the Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Loss for the period | (22,511) | (948) | | Other comprehensive loss: Exchange differences on translating overseas operations | (1,496) | (170) | | Total comprehensive loss for the period attributable to owners of the Company | (24,007) | (1,118) | Condensed Consolidated Statement of Financial Position This statement provides a snapshot of the Group's assets, liabilities, and total equity, showing changes in non-current assets, current assets, and total liabilities Condensed Consolidated Statement of Financial Position Summary | Indicator | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Non-current assets | 139,858 | 151,790 | | Current assets | 367,886 | 341,050 | | Total assets | 507,744 | 492,840 | | Total equity | 279,671 | 303,678 | | Non-current liabilities | 5,273 | 6,396 | | Current liabilities | 222,800 | 182,766 | | Total liabilities | 228,073 | 189,162 | Condensed Consolidated Statement of Changes in Equity This statement outlines the changes in the Group's equity components, including share capital, reserves, retained earnings, and total comprehensive loss for the period Condensed Consolidated Statement of Changes in Equity Summary | Indicator | Share Capital (RMB'000) | Share Premium (RMB'000) | Other Reserves (RMB'000) | Statutory Reserve (RMB'000) | Exchange Reserve (RMB'000) | Retained Earnings (RMB'000) | Total Equity (RMB'000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance at January 1, 2025 | 10,511 | 80,081 | 104,466 | 19,022 | 736 | 88,862 | 303,678 | | Loss for the period | – | – | – | – | – | (22,511) | (22,511) | | Other comprehensive loss | – | – | – | – | (1,496) | – | (1,496) | | Total comprehensive loss | – | – | – | – | (1,496) | (22,511) | (24,007) | | Balance at June 30, 2025 | 10,511 | 80,081 | 104,466 | 19,022 | (760) | 66,351 | 279,671 | Condensed Consolidated Statement of Cash Flows This statement summarizes the Group's cash flows from operating, investing, and financing activities, showing a net increase in cash and cash equivalents for the period Condensed Consolidated Statement of Cash Flows Summary | Indicator | For the Six Months Ended June 30, 2025 (RMB'000) | For the Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 1,748 | (53,061) | | Net cash used in investing activities | (14,774) | (1,430) | | Net cash generated from/(used in) financing activities | 20,022 | (2,122) | | Net increase/(decrease) in cash and cash equivalents | 6,996 | (56,613) | | Cash and cash equivalents at end of reporting period | 236,948 | 212,359 | Notes to the Condensed Consolidated Financial Statements This section provides detailed notes explaining the accounting policies, estimates, segment information, and specific financial items within the condensed consolidated financial statements 1. GENERAL INFORMATION The Company, incorporated in the Cayman Islands and listed on the Stock Exchange, primarily engages in lace manufacturing, dyeing & finishing, and footwear businesses, with Mr. Cai Rongxing as the ultimate controlling shareholder - The Company was incorporated in the Cayman Islands on January 4, 2019, as an exempted company with limited liability, and its shares are listed on The Stock Exchange of Hong Kong Limited[146] - The Group primarily engages in (i) manufacturing lace and providing dyeing & finishing services and (ii) the footwear business[147] - The Company's ultimate holding company is Rongwei Investment Limited, and the ultimate controlling shareholder is Mr. Cai Rongxing[147] 2. BASIS OF PREPARATION The interim financial information is prepared in accordance with HKAS 34 and Listing Rules, unaudited but reviewed by the Audit Committee and external auditor - The interim financial information has been 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[150] - The interim financial information is unaudited but has been reviewed by the Company's Audit Committee and the Company's external auditor in accordance with Hong Kong Standard on Review Engagements 2410[152] 3. PRINCIPAL ACCOUNTING POLICIES The interim financial information is prepared on a historical cost basis, consistent with the 2024 audited financial statements, with no significant impact from new HKFRSs, and enhanced disclosure on principal-agent relationships in revenue recognition for the footwear business - The interim financial information is prepared on a historical cost basis, except for financial assets at fair value through profit or loss which are measured at fair value[154] - The adoption of new/revised Hong Kong Financial Reporting Standards (HKFRSs) that are relevant to the Group and effective for the current period had no significant impact on the Group's results or financial position for the current or prior periods[155] - The Group has enhanced disclosures related to its revenue recognition accounting policies, particularly regarding the assessment of principal-agent relationships, which does not result in a change in accounting policy[156][157] - In the footwear business, the Group acts as a principal, primarily responsible for fulfilling the promise to provide the specified goods, bearing inventory risk, and having discretion to establish the price of the specified goods[160] 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of interim financial information involves judgments, estimates, and assumptions consistent with the 2024 audited financial statements, with the Group determining its role as a principal in footwear customer contracts - Other significant judgments made by the directors in applying the Group's accounting policies and key sources of estimation uncertainty were the same as those applied to the Group's 2024 audited financial statements[165] - The Group determined it acts as a principal in customer contracts for the footwear business, considering the concept of control and related factors, as it is primarily responsible for providing the goods, bearing inventory risk, and having the right to establish the price of the goods[166][168] 5. SEGMENT INFORMATION Effective January 1, 2025, the Group adjusted its reportable operating segments to two: lace and dyeing & finishing, and footwear, with footwear remaining the primary revenue source and all revenue originating from Mainland China and Hong Kong - Effective January 1, 2025, the Group's management changed the presentation of information reported to the chief operating decision maker, and segment reporting has been updated to conform to this change, now having two reportable operating segments: (i) lace and dyeing & finishing, and (ii) footwear[171][173][174] Segment Revenue and Results (For the Six Months Ended June 30, 2025) | Segment | Revenue (RMB'000) | Gross Profit (RMB'000) | Segment Results (RMB'000) | | :--- | :--- | :--- | :--- | | Lace and dyeing & finishing | 39,733 | (382) | (1,085) | | Footwear | 248,873 | 28,383 | 14,546 | | Unallocated | – | – | – | | Total | 288,606 | 28,001 | 13,461 | Segment Revenue and Results (For the Six Months Ended June 30, 2024) | Segment | Revenue (RMB'000) | Gross Profit (RMB'000) | Segment Results (RMB'000) | | :--- | :--- | :--- | :--- | | Lace and dyeing & finishing | 38,998 | 1,436 | 752 | | Footwear | 234,399 | 26,722 | 11,158 | | Unallocated | – | – | – | | Total | 273,397 | 28,158 | 11,910 | - The Group's revenue by geographical location of operations was 100% derived from Mainland China and Hong Kong[198] - Among major customers, Customer B contributed over 10% of total revenue to the footwear business, and Customer A also became a major customer in 2025[202] - Almost all of the Group's non-current assets are located in Mainland China[203] 6. EXPENSES BY NATURE The Group's expense structure shows increases in raw materials and consumables, employee benefit expenses, utilities, and depreciation, alongside an impairment loss on property, plant and equipment, while commissions and R&D expenses decreased Expenses by Nature Summary | Expense Category | For the Six Months Ended June 30, 2025 (RMB'000) | For the Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Raw materials and consumables used | 233,894 | 220,208 | | Employee benefit expenses (including directors' emoluments) | 28,823 | 26,070 | | Depreciation of property, plant and equipment and right-of-use assets | 7,194 | 6,684 | | Write-down of inventories | 565 | 198 | | Commission and handling fees | 8,770 | 10,217 | | Impairment loss on property, plant and equipment | 4,447 | – | | Research and development expenses | 5,987 | 8,603 | | Total | 301,414 | 277,675 | 7. OTHER INCOME The Group's other income slightly decreased, with government grants remaining stable Other Income Summary | Category | For the Six Months Ended June 30, 2025 (RMB'000) | For the Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Government grants | 272 | 245 | | Others | 481 | 668 | | Total | 753 | 913 | 8. OTHER (LOSSES)/GAINS, NET The Group shifted from net other gains in 2024 to net other losses in 2025, primarily due to losses on disposal of property, plant and equipment and exchange differences Other (Losses)/Gains, Net Summary | Category | For the Six Months Ended June 30, 2025 (RMB'000) | For the Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Loss on disposal of property, plant and equipment | (891) | – | | Exchange differences | (307) | 2,791 | | Fair value gain on financial assets at fair value through profit or loss | 15 | – | | Total | (1,183) | 2,791 | 9. FINANCE COSTS, NET The Group's net finance costs significantly increased, mainly due to interest expenses on loans from the ultimate holding company and bills payable fees Finance Costs, Net Summary | Category | For the Six Months Ended June 30, 2025 (RMB'000) | For the Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Finance income (interest income) | 954 | 1,397 | | Finance costs (total) | (2,118) | (1,454) | | Of which: Interest expense on loans from ultimate holding company | (1,566) | – | | Of which: Bills payable fees | (401) | – | | Net finance costs | (1,164) | (57) | 10. DIVIDENDS The Company neither paid nor declared dividends for the six months ended June 30, 2025, and 2024 - The Company neither paid nor declared dividends for the six months ended June 30, 2025, and 2024[215] 11. INCOME TAX EXPENSES The Group's income tax expenses significantly decreased, consistent with its loss-making status, benefiting from preferential tax rates and R&D super deductions for its Chinese subsidiary and a two-tiered profits tax system in Hong Kong Income Tax Expenses Summary | Category | For the Six Months Ended June 30, 2025 (RMB'000) | For the Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Current income tax (PRC corporate income tax) | – | 12 | | Current income tax (Hong Kong profits tax) | – | 159 | | Deferred tax | 55 | 146 | | Income tax expenses | 55 | 317 | - Fujian Deyun Technology Co., Ltd., a Chinese subsidiary of the Group, qualified as a High-New Technology Enterprise since December 2022, with a validity period of 10 years, thus enjoying a preferential income tax rate of 15% during the effective period[218] - Enterprises engaged in research and development activities are eligible to claim a "super deduction" of up to 200% for research and development expenses[219] - No PRC corporate income tax was provided for the six months ended June 30, 2025, as the subsidiary operating in China did not generate assessable profits[220] - The Hong Kong Inland Revenue Department's two-tiered profits tax system taxes the first HK$2 million of assessable profits of qualifying group entities at a rate of 8.25%, while assessable profits above HK$2 million are taxed at 16.5%[223] 12. LOSS PER SHARE Basic and diluted loss per share attributable to owners of the Company was RMB 1.79 cents for the six months ended June 30, 2025, a significant increase from 0.08 cents in the prior year, with no difference between basic and diluted loss due to the absence of dilutive potential ordinary shares Loss Per Share Summary | Indicator | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (RMB'000) | (22,511) | (948) | | Weighted average number of ordinary shares in issue (thousands) | 1,260,000 | 1,260,000 | | Basic and diluted loss per share (RMB cents) | (1.79) | (0.08) | - There was no difference between basic and diluted loss per share as no potential dilutive ordinary shares were outstanding for the six months ended June 30, 2025, and 2024[230] 13. PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS As of June 30, 2025, the net book value of property, plant and equipment and right-of-use assets decreased due to depreciation, disposals, and an impairment loss of approximately RMB 4.4 million resulting from deteriorating performance in the lace and dyeing & finishing businesses Net Book Value of Property, Plant and Equipment and Right-of-Use Assets (As of June 30, 2025) | Category | Buildings (RMB'000) | Plant and Machinery (RMB'000) | Office Equipment (RMB'000) | Motor Vehicles (RMB'000) | Construction in Progress (RMB'000) | Leasehold Improvements (RMB'000) | Subtotal (RMB'000) | Right-of-Use Assets (RMB'000) | Total (RMB'000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Net book value at beginning of period (January 1, 2025) | 22,686 | 83,150 | 1,661 | 2,721 | – | – | 110,218 | 8,738 | 118,956 | | Additions | – | 841 | 789 | 475 | 757 | 1,634 | 4,496 | – | 4,496 | | Depreciation | (722) | (4,880) | (188) | (227) | – | (96) | (6,113) | (1,081) | (7,194) | | Disposals | – | (1,236) | – | (121) | – | – | (1,357) | – | (1,357) | | Impairment loss | – | (4,447) | – | – | – | – | (4,447) | – | (4,447) | | Exchange adjustments | – | – | (8) | (4) | – | (13) | (25) | (85) | (110) | | Net book value at end of period (June 30, 2025) | 21,964 | 73,428 | 2,254 | 2,844 | 757 | 1,525 | 102,772 | 7,572 | 110,344 | - For the six months ended June 30, 2025, the Group recorded an impairment loss of approximately RMB 4.4 million on property, plant and equipment (2024: nil)[237] - The impairment was primarily due to the lace and dyeing & finishing businesses not meeting management's expectations, with the recoverable amount (approximately RMB 88,675,000) being lower than the carrying amount[235][237] 14. INTANGIBLE ASSETS For the six months ended June 30, 2025, amortization of intangible assets totaling approximately RMB 25,000 was deducted from administrative expenses, and approximately RMB 77,000 from cost of sales - For the six months ended June 30, 2025, amortization of approximately RMB 25,000 was deducted from administrative expenses, and approximately RMB 77,000 was deducted from cost of sales[238] 15. INTEREST IN A JOINT VENTURE The Group's interest in the joint venture, Star Park Development Limited, resulted in a share of loss of approximately RMB 8.1 million, mainly due to one-off installation costs for the CR7® LIFE Hong Kong Museum, and the Group also provided additional loans to the joint venture Interest in a Joint Venture Summary | Category | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Share of net liabilities | (8,054) | – | | Loans to a joint venture | 36,934 | 32,410 | | Total | 28,880 | 32,410 | - The joint venture is Star Park Development Limited, primarily engaged in event planning, with the Group indirectly holding a 50% interest[245] - The Group's share of loss from the joint venture of approximately RMB 8.1 million was due to one-off installation costs for establishing the museum brand of Portuguese renowned footballer Mr. Cristiano Ronaldo dos Santos Aveiro in Hong Kong[247] - The Group has unrecognised commitments for its interest in the joint venture, including financial support of approximately RMB 26.9 million[252] 16. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES Net prepayments, deposits, and other receivables slightly increased, including a deposit of approximately RMB 13.8 million for an IP merchandise sales opportunity, fully borne by the ultimate holding company Net Prepayments, Deposits and Other Receivables Summary | Category | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Prepayments to suppliers | 589 | 519 | | Other prepayments | 895 | 501 | | Other deposits | 13,806 | 14,018 | | Other receivables | 3,101 | 2,588 | | Deposits | 997 | 505 | | Other tax receivables | – | 1,001 | | Less: Loss allowance | (9) | – | | Net | 19,379 | 19,132 | - The Group provided a deposit of approximately RMB 13,806,000 for an intellectual property merchandise sales opportunity, which was fully borne by the ultimate holding company, who also agreed to compensate for related losses[254] 17. INVENTORIES The Group's net inventories decreased, with a reduction in raw materials and an increase in inventory provision Inventories Summary | Category | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Raw materials | 9,231 | 10,928 | | Less: Provision for inventories | (6,201) | (5,636) | | Net | 3,030 | 5,292 | - For the six months ended June 30, 2025, an inventory provision of approximately RMB 565,000 was recognized in the condensed consolidated income statement and charged to cost of sales (2024: approximately RMB 198,000)[257] 18. CONTRACT ASSETS, TRADE AND BILLS RECEIVABLES The Group's net trade and bills receivables significantly increased, while net contract assets slightly decreased, with a maximum credit period of 90 days offered Contract Assets, Trade and Bills Receivables Net Summary | Category | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Net contract assets | 4,091 | 4,677 | | Net trade and bills receivables | 91,417 | 72,004 | | Total | 95,508 | 76,681 | - The Group offers a credit period of up to 90 days after invoicing[262] Aging Analysis of Trade and Bills Receivables (by invoice date) | Aging | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | 1 to 3 months | 89,013 | 71,504 | | Over 3 months | 5,462 | 2,843 | | Total | 94,475 | 74,347 | | Less: Loss allowance for trade receivables | (3,058) | (2,343) | | Net | 91,417 | 72,004 | 19. FINANCIAL ASSETS AT FVPL The Group's financial assets at fair value through profit or loss, primarily bank-issued financial products, increased to RMB 13.0 million, measured using Level 3 fair value with an expected annual return rate of up to 1.77% Financial Assets at FVPL Summary | Category | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Bank-issued financial products | 13,021 | 8,006 | - Bank-issued financial products are measured using Level 3 fair value, with the unobservable input being the fixed expected annual return rate in the investment contract[270][275] - As of June 30, 2025, these expected annual return rates were up to 1.77% (December 31, 2024: 1.74%)[275] Changes in Bank-Issued Financial Products Summary | Category | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Beginning balance | 8,006 | – | | Additions | 38,000 | 16,000 | | Disposals | (33,000) | (8,000) | | Fair value changes | 15 | 6 | | Ending balance | 13,021 | 8,006 | 20. SHARE CAPITAL The Company's authorized and issued share capital remained unchanged as of June 30, 2025 Share Capital Summary | Category | Number of Shares ('000) | Par Value (HKD'000) | Par Value (RMB'000) | | :--- | :--- | :--- | :--- | | Authorized share capital (ordinary shares of HK$0.01 each) | 10,000,000 | 100,000 | 84,177 | | Issued and fully paid share capital (ordinary shares of HK$0.01 each) | 1,260,000 | 12,600 | 10,511 | 21. CONTRACT LIABILITIES, OTHER PAYABLES AND ACCRUALS The Group's contract liabilities significantly increased, while total other payables and accruals remained stable Contract Liabilities, Other Payables and Accruals Summary | Category | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Current portion (total) | 13,331 | 13,405 | | Contract liabilities | 5,616 | 1,147 | | Non-current portion (other payables) | 1,296 | 1,321 | | Total | 18,947 | 14,552 | 22. LEASE LIABILITIES The present value of the Group's lease liabilities decreased, with a weighted average effective interest rate of 5.2% per annum Present Value of Lease Liabilities Summary | Category | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Within one year | 2,139 | 1,980 | | In the second to fifth years inclusive | 3,374 | 3,797 | | After five years | – | 728 | | Present value of lease liabilities | 5,513 | 6,505 | - As of June 30, 2025, the weighted average effective interest rate for the Group's lease liabilities was 5.2% per annum (December 31, 2024: 5.2% per annum)[284] 23. TRADE AND BILLS PAYABLES The Group's total trade and bills payables increased, with bills payable carrying fixed interest rates and guaranteed by related parties Trade and Bills Payables Summary | Category | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Trade payables (due to third parties) | 86,563 | 80,633 | | Bills payable | 37,000 | 28,667 | | Total | 123,563 | 109,569 | - Trade payables are non-interest bearing and have normal credit terms of up to 30 days[286] - Bills payable bear fixed annual interest rates ranging from 1.9% to 2.0% and are guaranteed by related parties[286] Aging Analysis of Trade and Bills Payables (by invoice/issue date) | Aging | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | 1 to 3 months | 120,301 | 107,948 | | Over 3 months | 3,262 | 1,621 | | Total | 123,563 | 109,569 | 24. LOANS FROM ULTIMATE HOLDING COMPANY Loans from the ultimate holding company increased, with most being unsecured, fixed-interest, and repayable on demand, used for working capital - As of June 30, 2025, the outstanding balance of loans from the ultimate holding company was approximately RMB 73,928,000 (December 31, 2024: RMB 52,349,000)[138] - Approximately RMB 72,141,000 of these loans are unsecured, bear fixed annual interest rates ranging from 5.68% to 6.5%, and are repayable on demand[289] - The remaining balance is unsecured, non-interest bearing, repayable on demand, and represents advances used for the Group's working capital needs[289] 25. CAPITAL COMMITMENTS The Group's contracted but unprovided capital expenditure as of June 30, 2025, primarily for the acquisition of property, plant and equipment, increased Capital Commitments Summary | Category | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Contracted but not provided for in the interim financial information in respect of acquisition of property, plant and equipment | 370 | 73 | 26. RELATED PARTY TRANSACTIONS The Group engaged in various related party transactions, including office rent, footwear product purchases, and interest expenses, all conducted on mutually agreed terms, with an increase in key management personnel remuneration Holding entity The ultimate holding company and controlling shareholder are disclosed in Note 1, with details of ultimate holding company loans in Note 24 - The ultimate holding company and controlling shareholder are disclosed in Note 1 to the interim financial information; details of loans from the ultimate holding company are in Note 24 to the interim financial information[295] Transaction with related parties The Group conducted transactions with related parties, including office rent, footwear product purchases, and interest expenses, all on mutually agreed terms in the ordinary course of business Transactions with Related Parties Summary | Transaction Category | For the Six Months Ended June 30, 2025 (RMB'000) | For the Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Office rent paid | 776 | 771 | | Purchase of footwear products | 64,982 | 50,366 | | Interest expense | 1,566 | – | | Total | 67,324 | 51,137 | - Directors' family members have control and/or significant influence over the related companies[300] - The above transactions were charged on terms mutually agreed upon by the related parties and conducted in the ordinary and usual course of business[300] Key management personnel remuneration Key management personnel remuneration increased, encompassing wages and salaries, and retirement benefit costs Key Management Personnel Remuneration Summary | Category | For the Six Months Ended June 30, 2025 (RMB'000) | For the Six Months Ended June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Wages and salaries | 2,092 | 997 | | Retirement benefit costs – defined contribution plans | 42 | 16 | | Total | 2,134 | 1,013 |