嘉进投资国际(00310) - 2025 - 中期财报

Corporate Information Directors and Committees This section outlines directors and their committee roles; executive director position vacant since June 10, 2021 - The executive director position has been vacant since June 10, 2021[4][5] - Liu Gaoyuan serves as Non-Executive Director and Chairman, Lu Zhaoquan as Audit Committee Chairman, Feng Nianshu as Remuneration Committee Chairman, and Liu Gaoyuan as Nomination Committee Chairman[4][5] Company Secretary, Auditor, and Principal Bankers This section provides company secretary, auditor, and principal banker information, ensuring operational transparency and compliance - The company secretary is Wan Tat Kee, and the auditor is Rongcheng (Hong Kong) CPA Limited[5] - Principal bankers include Bank of China (Hong Kong) Limited and The Bank of East Asia, Limited[7] Registered Office, Head Office, Share Registrars, Website, and Stock Code This section lists the company's registered office, head office, share registrars, website, and HKEX stock code for basic investor information - The company's registered office is in Bermuda, with its head office and principal place of business in Central, Hong Kong[7][8] - The Hong Kong share registrar is Tricor Secretaries Limited[7][8] - The company website is www.prosperityinvestment.hk, and the HKEX stock code is 00310[8] Management Discussion and Analysis Business Review The Group faced limited financial resources, focusing on managing investments, optimizing costs, and raising capital; shares were suspended in April 2024 due to auditor's disclaimer on 2023 financials, with efforts underway to resume trading - The Group faced limited financial resources, focusing on managing existing investments, optimizing operating costs, and raising new capital[10][13] - Trading in the company's shares was suspended on the Stock Exchange in April 2024 due to the auditor's disclaimer of opinion on the 2023 financial statements[10][13] - The company is making every effort to resolve issues to achieve resumption of share trading[10][13] Operational Review The Group continued listed and unlisted investment activities, but proceeds from FVTPL financial asset disposals (income and capital) decreased from 2024, with no new unlisted investments made - The Group continued its investment activities in listed and unlisted investments and other related financial assets[11][14] - Proceeds from the disposal of financial assets at fair value through profit or loss (income in nature) decreased by approximately HK$1.301 million compared to the 2024 period[12][14] - Proceeds from the disposal of financial assets at fair value through profit or loss (capital in nature) decreased by approximately HK$54,000 compared to the 2024 period[12][14] - No new unlisted investments were made during the period, apart from listed investments[12][14] Financial Review This section reviews the Group's financial performance, including period loss, income/expense changes, liquidity, gearing ratio, and contingent liabilities Results for the Period The Group's loss after tax significantly decreased due to lower investment management expenses and reduced finance costs, despite a substantial decline in gross proceeds from operations 本期间营运所得款项总额 | Metric | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Loss after tax | 4,290 | 9,460 | | Investment management expenses | 0 | 240 | | Decrease in finance costs | 40 | - | | Gross proceeds from operations | 59 | 1,414 | - Due to stock market fluctuations, fair value changes in listed equity investments at fair value through profit or loss (income in nature) generated a gain of HK$7,000 (2024 period: loss of HK$3.68 million)[20] - Administrative expenses decreased to approximately HK$3.98 million (2024 period: HK$4.77 million)[20] Other Gains/(Losses), Net Fair value changes in FVTPL financial assets shifted from a net loss to a net gain, primarily due to increased realized net gains and significantly reduced unrealized net losses 按公平值计入损益之金融资产公平值变动 | Metric | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Realized net gains/(losses) | 7 | (210) | | Unrealized net losses | (2) | (3,926) | | Total | 5 | (4,136) | Other Income Other income for the period primarily stemmed from forfeited MPF contributions by former employees, while the prior period's income was from profit on disposal of a motor vehicle 其他收入 | Source | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Forfeited MPF contributions from former employees | 6 | - | | Profit on disposal of a motor vehicle | - | 52 | Administrative Expenses Administrative expenses decreased during the period, with staff costs remaining the largest component, accounting for over 70% 行政开支 | Metric | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Total administrative expenses | 3,977 | 4,773 | | Staff costs | 2,886 | 2,883 | | Staff costs percentage | 72.57% | 60.42% | Investment Management Expenses Investment management expenses decreased to zero, a significant reduction from the prior period, reflecting changes in the company's investment management services 投资管理开支 | Metric | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Investment management expenses | 0 | 240 | Finance Costs Finance costs decreased due to repayment of margin loans from securities brokers, though interest expenses on convertible notes increased 财务成本 | Source | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Interest on margin loans from securities brokers | 0 | 148 | | Interest expenses on convertible notes | 322 | 217 | | Total | 322 | 365 | - As of the period-end date, margin loans from securities brokers were nil HK$ (December 31, 2024: nil HK$)[32][33] Liquidity and Financial Resources The Group's cash and cash equivalents significantly decreased, while loans from directors and subsidiary directors substantially increased; these loans are interest-free, repayable on demand, and unsecured by the company 流动资金及财务资源 | Metric | As of June 30, 2025 (HK$ '000) | As of December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Cash and cash equivalents | 96 | 334 | | Loans from directors | 2,800 | 1,000 | | Loans from subsidiary directors | 1,288 | 1,160 | - All loans from directors and subsidiary directors are interest-free, repayable on demand, and unsecured by the company[35][38] Gearing Ratio The Group's gearing ratio significantly increased during the period, indicating a further rise in debt levels relative to total assets 资本负债比率 | Metric | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Gearing ratio (Total liabilities/Total assets) | 356.82% | 268.23% | Contingent Liabilities As of the period-end date, the Group had no contingent liabilities - There were no contingent liabilities as of the period-end date[37][40] Exposure to Fluctuations in Exchange Rates and Related Hedges The Group's investments are primarily denominated in HKD, USD, and RMB; USD transaction risk is insignificant, and RMB risk is negligible; no foreign exchange hedging policy exists, but management monitors and considers hedging significant foreign currency exposures - The Group's investments are primarily denominated in HKD, USD, and RMB, with insignificant USD transaction risk[42][48] - RMB bank and cash balances are immaterial, posing negligible RMB risk[42][48] - The Group has no foreign exchange hedging policy, but management monitors and considers hedging significant foreign currency exposures[43][48] Material Acquisitions and Disposals of Subsidiaries, Associates, and Joint Ventures During the period, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures - During the period, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures[44][49] Major Customers and Suppliers Due to its business nature, the Group has no major customers or suppliers, thus no aging analysis of trade receivables and payables is performed - Due to its business nature, the Group has no major customers or suppliers[45][50] Capital Structure The Group's financial policy is to primarily utilize shareholders' funds and internal resources for investment activities and daily operations, borrowing from third parties when necessary; funds are mainly held in HKD, with no hedging policy - The financial policy is to primarily utilize shareholders' funds and internal resources for the Group's investment activities and daily operations[46][51] - The Group may borrow from third parties when appropriate to preserve resources for potential investments and daily operations[46][51] - Funds are primarily held in HKD and converted to foreign currencies when needed, with no hedging policy[46][51] Outlook Management believes the Hong Kong capital market is recovering and is actively exploring options to meet share resumption conditions and raise equity capital to strengthen the balance sheet and seize domestic and international investment opportunities, benefiting the company and shareholders overall - The Hong Kong capital market appears to be recovering[47][51] - Management is exploring various options to meet all conditions for resuming share trading and to raise additional equity capital[47][51] - The goal is to strengthen the balance sheet, seize domestic and international investment opportunities, and benefit the company and all shareholders overall[47][51] Other Information Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares This section discloses long positions in shares held by directors, chief executive, and their associates, with Mr. Liu Gaoyuan and his spouse holding a significant proportion through corporate interests 董事于股份之好仓 | Director's Name | Personal Interests* (shares) | Family Interests+ (shares) | Corporate Interests (shares) | Total Interests (shares) | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Liu Gaoyuan | 5,340,000 | 26,689,084 | 26,689,084 | 32,029,084 | 26.44% | - Mr. Liu Gaoyuan indirectly holds 26,689,084 shares through his controlled company, Sun Matrix Limited[56] Substantial Shareholders This section lists substantial shareholders holding interests and short positions in the company's shares, including corporate entities and individuals, with Mr. Liu Gaoyuan and his spouse Ms. Lan Yi collectively holding 26.44% of the shares 主要股东于股份之好仓 | Shareholder Name | Personal Interests (shares) | Family Interests+ (shares) | Corporate Interests (shares) | Total Interests (shares) | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Full Honour Development Limited | — | — | 26,689,084 | 26,689,084 | 22.03% | | Sun Matrix Limited | — | — | 26,689,084 | 26,689,084 | 22.03% | | Liu Gaoyuan* | 5,340,000 | 26,689,084 | 26,689,084 | 32,029,084 | 26.44% | | Lan Yi+ | — | 32,029,084 | 26,689,084 | 32,029,084 | 26.44% | - Mr. Liu Gaoyuan and Ms. Lan Yi (Mr. Liu Gaoyuan's spouse) each control 50% interest in Sun Matrix Limited[60] Arrangements to Purchase Shares or Debentures During the period, neither the company nor its subsidiaries entered into arrangements for directors to benefit from purchasing company shares or debentures, nor did directors, their spouses, or minor children have rights to subscribe for company securities - Neither the company nor any of its subsidiaries entered into any arrangements during the period enabling directors to benefit from purchasing shares or debentures of the company or any other body corporate[63][67] - No director, their spouse, or children under 18 years of age held any rights to subscribe for securities of the company[63][67] Purchase, Sale, or Redemption of Shares of the Company During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any shares - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any shares during the period[64][68] Corporate Governance During the period, the company complied with the Corporate Governance Code, but the executive director position has been vacant since June 10, 2021, requiring prior approval from Prosperity Finance for all investment/disposal activities; the company has received HKEX approval to identify a suitable candidate for executive director and chief executive - During the period, the company complied with the code provisions of the Corporate Governance Code[65][69] - Since June 10, 2021, due to the vacancy of the executive director position, all investment/disposal activities must receive prior approval from Prosperity Finance[65][69] - The company has received HKEX approval for a suitable candidate to serve as Executive Director and Chief Executive Officer, and an announcement will be made upon appointment[66][69] Suspension of Trading Due to the auditor's disclaimer of opinion on the 2023 financial statements, the company's shares were suspended from trading on April 2, 2024; the company has received HKEX guidance for resumption and is taking steps to comply with the guidance and relevant Listing Rules - Due to the auditor's disclaimer of opinion on the company's financial statements, trading in the company's shares was suspended on the Stock Exchange from 9:00 a.m. on April 2, 2024[70][74] - The company has received HKEX guidance for resumption of trading and is taking appropriate measures to comply with the guidance and relevant Listing Rules[71][74] Audit Committee The Audit Committee, comprising four independent non-executive directors, reviews the Group's accounting principles, internal controls, and financial reporting matters, including the unaudited condensed consolidated financial statements for the period - The Audit Committee comprises four independent non-executive directors: Mr. Lu Zhaoquan (Chairman), Mr. Feng Nianshu, Ms. Wong Lai Kin, and Mr. Yip Kwok Kwong[72][75] - The Committee reviewed the Group's accounting principles and practices and discussed audit, internal control, and financial reporting matters, including the unaudited condensed consolidated financial statements for the period[72][75] Model Code for Securities Transactions by Directors The company has adopted the Model Code as the standard for securities transactions by directors and relevant employees, with all directors confirming full compliance during the period - The company has adopted the Model Code as the standard for securities transactions by directors and relevant employees[73][76] - All directors confirmed full compliance with the Model Code during the period[73][76] Board of Directors As of the reporting date, the Board comprises one non-executive director and four independent non-executive directors; directors' terms began on December 21, 2017, subject to rotation requirements, with remuneration determined by duties and market conditions - The Board of Directors comprises one non-executive director (Mr. Liu Gaoyuan) and four independent non-executive directors[77][80] - Non-executive directors receive a monthly remuneration of HK$200,000, while independent non-executive directors receive an annual director's fee of HK$100,000[79][80] - Directors' terms began on December 21, 2017, and are subject to the company's articles of association regarding the retirement by rotation of one-third of the directors[78][80] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group recorded a loss after tax of HK$4.285 million, a significant reduction from the HK$9.459 million loss in the 2024 period, primarily due to improved net other gains/(losses) and reduced administrative and investment management expenses, despite a decrease in gross proceeds from operations 简明综合损益和其他全面收益表摘要 | Metric | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Gross proceeds from operations | 59 | 1,414 | | Revenue | 3 | 3 | | Other gains/(losses), net | 5 | (4,136) | | Other income | 6 | 52 | | Administrative expenses | (3,977) | (4,773) | | Investment management expenses | – | (240) | | Finance costs | (322) | (365) | | Loss before income tax | (4,285) | (9,459) | | Loss for the period | (4,285) | (9,459) | | Loss per share – basic and diluted (HK cents) | (3.5) | (7.8) | - The loss for the period decreased by HK$5.174 million compared to the prior period, representing a 54.7% reduction[82] - Net other gains/(losses) shifted from a loss of HK$4.136 million in the 2024 period to a gain of HK$5,000 in the 2025 period[82] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's net liabilities significantly increased to HK$14.577 million, primarily due to a rise in net current liabilities; cash and bank balances decreased, while other payables and borrowings substantially increased 简明综合财务状况表摘要 | Metric | As of June 30, 2025 (HK$ '000) | As of December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Plant and equipment | 205 | 267 | | Financial assets at fair value through other comprehensive income | 5,293 | 5,293 | | Financial assets at fair value through profit or loss | 80 | 132 | | Other receivables | 2 | 96 | | Bank balances and cash | 91 | 330 | | Other payables and accrued charges | 8,165 | 6,261 | | Loans | 4,088 | 2,160 | | Convertible notes | 8,000 | 8,000 | | Net current liabilities | (16,075) | (11,859) | | Net liabilities | (14,577) | (10,299) | | Net liabilities per share (HK$) | (0.12) | (0.09) | - Net liabilities increased from HK$10.299 million as of December 31, 2024, to HK$14.577 million as of June 30, 2025[88][89] - Net current liabilities increased from HK$11.859 million as of December 31, 2024, to HK$16.075 million as of June 30, 2025[86] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the Group's total equity further decreased from negative HK$10.299 million as of December 31, 2024, to negative HK$14.577 million, primarily due to the HK$4.285 million loss recorded during the period 简明综合权益变动表摘要 | Metric | As of June 30, 2025 (HK$ '000) | As of December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Share capital | 121 | 121 | | Share premium | 192,895 | 192,895 | | Investment revaluation reserve | (48,753) | (48,753) | | Contributed surplus | 320,243 | 320,243 | | Accumulated losses | (479,083) | (474,805) | | Total equity | (14,577) | (10,299) | - The HK$4.285 million loss for the period directly led to an increase in accumulated losses, further reducing total equity[91] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group's cash and cash equivalents decreased by HK$238,000, primarily due to continuous cash usage in operating activities, despite cash inflows from financing activities 简明综合现金流量表摘要 | Cash Flow Category | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Net cash used in operating activities | (2,166) | (5,874) | | Net cash from investing activities | – | 43 | | Net cash from financing activities | 1,928 | 2,443 | | Net decrease in cash and cash equivalents | (238) | (3,388) | | Cash and cash equivalents at end of period | 96 | 629 | - Net cash used in operating activities improved, decreasing from HK$5.874 million in the 2024 period to HK$2.166 million in the current period[93] - Net cash from financing activities was HK$1.928 million, primarily from loans from directors and subsidiary directors[93] Notes to Condensed Consolidated Financial Statements General Information The company is incorporated in Bermuda, with shares listed on the Main Board, and its principal business is investment holding; the condensed consolidated financial statements are presented in thousands of HKD and were approved for issue by the Board on August 29, 2025 - The company is incorporated in Bermuda as an exempted company with its shares listed on the Main Board of the Stock Exchange[94][97] - The Group's principal business is investment holding[95][97] - The condensed consolidated financial statements for the six months ended June 30, 2025, were approved for issue by the Board on August 29, 2025[95][97] Basis of Preparation The condensed consolidated financial statements are prepared according to Listing Rules and HKAS 34, and should be read with the 2024 annual consolidated financial statements - The condensed consolidated financial statements for the period are prepared in accordance with the applicable disclosure requirements of the Listing Rules and HKAS 34 'Interim Financial Reporting'[96][98] - The condensed consolidated financial statements should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2024[96][98] Summary of Significant Accounting Policies The Group adopted new or revised HKFRS effective January 1, 2025; these adoptions have no material impact on interim financial information or significant changes to accounting policies or reported amounts - The Group has adopted new or revised standards, amendments to standards, and interpretations of Hong Kong Financial Reporting Standards effective for accounting periods beginning on or after January 1, 2025[99][102] - The adoption of these new or revised standards has no material impact on the unaudited condensed consolidated interim financial information and will not result in significant changes to the Group's accounting policies or amounts reported for the current and prior periods[99][102] Critical Accounting Estimates and Judgements Preparing condensed consolidated financial statements requires management to make accounting judgments, estimates, and assumptions consistent with those used in the 2024 annual consolidated financial statements - The preparation of the condensed consolidated financial statements requires management to make accounting judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses[100][103] - The significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are consistent with those applied in the Group's annual consolidated financial statements for the year ended December 31, 2024[101][103] Segment Information Due to the executive director position being vacant since June 10, 2021, and the company's business nature, the Board deems it unnecessary to present operating segment information - The executive director position has been vacant since June 10, 2021[106][107] - Due to the company's business nature, the Board maintains the same opinion and has not presented segment information[106][107] Gross Proceeds from Operations/Revenue Gross proceeds from operations significantly decreased due to reduced proceeds from FVTPL financial asset disposals (income and capital), while dividend income remained unchanged 营运所得款项总额/收入 | Metric | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Gross proceeds from disposal of financial assets at fair value through profit or loss (income in nature) | 56 | 1,357 | | Gross proceeds from disposal of financial assets at fair value through profit or loss (capital in nature) | – | 54 | | Dividend income | 3 | 3 | | Total | 59 | 1,414 | - Revenue refers to dividend income of HK$3,000, consistent with the 2024 period[110] Other Gains/(Losses), Net Fair value changes in FVTPL financial assets shifted from a net loss to a net gain, primarily due to increased realized net gains and significantly reduced unrealized net losses 按公平值计入损益之金融资产公平值变动 | Metric | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | — Capital in nature for tax purposes | – | (458) | | — Income in nature for tax purposes | 5 | (3,678) | | Total | 5 | (4,136) | - Fair value changes include a realized net gain of HK$7,000 (2024 period: realized net loss of HK$210,000) and an unrealized net loss of HK$2,000 (2024 period: unrealized net loss of HK$3.926 million)[113] Finance Costs Finance costs decreased due to zero interest on margin loans from securities brokers, though interest expenses on convertible notes increased 财务成本 | Source | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Interest on margin loans from securities brokers | – | 148 | | Interest expenses on convertible notes | 322 | 217 | | Total | 322 | 365 | Income Tax Expense No provision for Hong Kong profits tax was made for either period, as no assessable profits were generated - No provision for Hong Kong profits tax was made for either period, as no assessable profits were generated[117][118] Loss for the Period Loss for the period is stated after deducting items such as staff costs (including directors' emoluments) and depreciation 本期间亏损已扣除项目 | Item | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Staff costs (including directors' emoluments) | 2,886 | 2,883 | | Contributions to defined contribution retirement plans | 67 | 65 | | Depreciation under administrative expenses — owned assets | 62 | 96 | Loss Per Share Basic and diluted loss per share for the period was 3.5 HK cents, an improvement from 7.8 HK cents in 2024; diluted loss per share was calculated without assuming conversion of convertible notes, as this would reduce the loss per share 每股亏损 | Metric | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Loss attributable to owners of the company | (4,285) | (9,459) | | Weighted average number of ordinary shares in issue ('000 shares) | 121,132 | 121,132 | | Loss per share – basic and diluted (HK cents) | (3.5) | (7.8) | - Diluted loss per share for the period was calculated without assuming conversion of convertible notes, as this assumption would result in a reduction in loss per share[122][125] Dividend The Directors do not recommend the payment of an interim dividend for the period - The Directors do not recommend the payment of an interim dividend for the period (2024 period: nil HK$)[123][126] Plant and Equipment Depreciation of plant and equipment for the period was HK$62,000, a decrease from HK$96,000 in 2024, calculated on a straight-line basis 厂房和设备折旧 | Metric | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Depreciation of plant and equipment | 62 | 96 | - Depreciation is provided on a straight-line basis over their estimated useful lives at rates of 3 to 5 years[124][127] Financial Assets at FVOCI/FVTPL The Group holds unlisted equity investments (FVOCI) and listed equity investments (FVTPL); unlisted investments remained unchanged, while listed investments decreased; unlisted investments are considered long-term strategic holdings 金融资产分类 | Metric | As of June 30, 2025 (HK$ '000) | As of December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Unlisted equity investments at fair value through other comprehensive income | 5,293 | 5,293 | | Listed equity investments at fair value through profit or loss (income in nature) | 80 | 132 | - Unlisted equity investments are not held for trading but for long-term strategic purposes[131][132] Other Receivables Other receivables significantly decreased during the period, primarily comprising other prepayments and deposits 其他应收账项 | Metric | As of June 30, 2025 (HK$ '000) | As of December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Other prepayments and deposits | 2 | 96 | Convertible Notes The company issued two tranches of convertible notes, each with a principal of HK$4 million, in December 2023 and April 2024, both at 8% annual interest; noteholders can convert or redeem at maturity, but the 2024 notes' conversion option is not yet HKEX approved - The company issued convertible notes with a principal amount of HK$4 million on December 29, 2023, maturing on December 29, 2025, at an annual interest rate of 8%[135][136][140] - The company issued convertible notes with a principal amount of HK$4 million on April 30, 2024, maturing on April 30, 2026, at an annual interest rate of 8%[137][138][140] - If all notes are converted into ordinary shares, additional shares representing 16.59% of the enlarged share capital will be issued, with an additional HK$320,000 in interest paid[137][139][141] - As of December 31, 2024, and the date of this report, the conversion option for the convertible notes issued in 2024 has not yet been approved by the Hong Kong Stock Exchange[139][141] Share Capital As of June 30, 2025, the company's authorized share capital was 100 billion shares with a par value of HK$0.001 each, and issued and fully paid share capital was 121,132,020 shares 股本结构 | Metric | Number of Shares | Par Value (HK$ '000) | | :--- | :--- | :--- | | Authorized share capital (HK$0.001 par value per share) | 100,000,000,000 | 100,000 | | Issued and fully paid share capital (HK$0.001 par value per share) | 121,132,020 | 121 | Net (Liabilities)/Asset Value Per Share As of June 30, 2025, net liabilities per share increased to HK$0.12 from HK$0.09 as of December 31, 2024, reflecting the growth in net liabilities 每股负债净值 | Metric | As of June 30, 2025 (HK$) | As of December 31, 2024 (HK$) | | :--- | :--- | :--- | | Net liabilities per share | (0.12) | (0.09) | - Net liabilities per share is calculated based on net liabilities of HK$14.577 million as of the period-end date (December 31, 2024: HK$10.299 million) and 121,132,020 issued and fully paid shares[88][143][89] Particulars of Investments Held by the Group The Group holds various listed and unlisted equity securities, with investments across energy, insurance, e-commerce, banking, and real estate; unlisted investments are primarily concentrated in zinc and lead mining 2025年6月30日集团持有之上市股本证券 | Name | Place of Incorporation | Proportion of Capital Held in Investee Entity | Original Cost (HK$ million) | Fair Value (HK$ million) | Dividend Income for the Period (HK$ million) | | :--- | :--- | :--- | :--- | :--- | :--- | | Power Assets Holdings Limited (00006.HK) | Hong Kong | 0.00002% | 0.03 | 0.03 | 0.001 | | AIA Group Limited (01299.HK) | Hong Kong | 0.000002% | 0.01 | 0.01 | 0.0003 | | Alibaba Group Holding Limited (09988.HK) | Cayman Islands | 0.000001% | 0.01 | 0.01 | 0.0002 | | China Construction Bank Corporation (00939.HK) | China | 0.0000004% | 0.01 | 0.01 | 0.0004 | | The Hong Kong and China Gas Company Limited (00003.HK) | Hong Kong | 0.00001% | 0.01 | 0.01 | 0.0002 | | HSBC Holdings plc (00005.HK) | United Kingdom | 0.0000004% | 0.004 | 0.01 | 0.0002 | | Link Real Estate Investment Trust (00823.HK) | Hong Kong | 0.000004% | 0.005 | 0.004 | – | | Meituan (3690.HK) | Cayman Islands | 0.0000003% | 0.001 | 0.003 | – | | JD.com, Inc. (9618.HK) | Cayman Islands | 0.0000006% | 0.002 | 0.002 | 0.0001 | 2025年6月30日集团持有之非上市股本证券 | Name | Place of Incorporation | Proportion of Capital Held in Investee Entity | Original Cost (HK$ million) | Fair Value (HK$ million) | Dividend Income for the Period (HK$ million) | | :--- | :--- | :--- | :--- | :--- | :--- | | Kangzhan Investment Limited | Hong Kong | 14.7% | 54.05 | 5.29 | – | - Kangzhan Investment Limited is principally engaged in zinc and lead mining[149][150] Related Party/Connected Transactions During the period, the Group's transactions with related parties Prosperity Capital and Prosperity Securities Limited decreased, with investment management fees and financial advisory fees both falling to zero; total remuneration for directors and key management personnel also decreased 关连方/关连交易 | Name | Relationship | Nature of Transaction | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | :--- | :--- | | Prosperity Capital | Investment Manager of the Company | Investment management fee expenses | – | 240 | | Prosperity Securities Limited | Company controlled by the same entity as Prosperity Capital | Financial advisory fees for convertible notes | – | 40 | 董事和主要管理层薪酬 | Item | Six Months Ended June 30, 2025 (HK$ '000) | Six Months Ended June 30, 2024 (HK$ '000) | | :--- | :--- | :--- | | Directors' emoluments | 1,400 | 1,400 | | Short-term employee benefits | 960 | 1,145 | | Contributions to retirement benefit schemes | 42 | 47 | | Total | 2,402 | 2,592 | Fair Value Measurements of Financial Instruments The Group's financial assets are measured across fair value hierarchy levels (Level 1, 2, 3); listed equity investments are Level 1, while unlisted equity investments are Level 3, with fair values estimated using discounted cash flow and not re-estimated during the period 金融资产公平值层级 | Metric | Level 1 (HK$ '000) | Level 2 (HK$ '000) | Level 3 (HK$ '000) | Total (HK$ '000) | | :--- | :--- | :--- | :--- | :--- | | As of June 30, 2025 | | | | | | Financial assets at fair value through profit or loss — listed equity investments | 80 | — | — | 80 | | Financial assets at fair value through other comprehensive income — unlisted equity investments | — | — | 5,293 | 5,293 | | Total | 80 | — | 5,293 | 5,373 | | As of December 31, 2024 | | | | | | Financial assets at fair value through profit or loss — listed equity investments | 132 | — | — | 132 | | Financial assets at fair value through other comprehensive income — unlisted equity investments | — | — | 5,293 | 5,293 | | Total | 132 | — | 5,293 | 5,425 | - The fair value of unlisted equity investments is estimated using the discounted cash flow method, with key inputs including a discount rate of 20.96%, projected annual production of 220,000 tonnes, a projected selling price of RMB2,007 per tonne, and a marketability discount of 20.50%[166] - Consistent with the 2024 period, the fair value of unlisted equity investments was not adjusted at the period-end date; any adjustments will be made with auditor involvement on **December