经纬天地(02477) - 2025 - 中期财报

Corporate Information This section details changes in the Board of Directors and committee compositions, along with other essential corporate information Changes in Board of Directors During the reporting period, Mr. Qian Fenglei was appointed Executive Director and Chairman, while Dr. Leung Kwong Sik retired as Independent Non-executive Director - Mr. Qian Fenglei was appointed Executive Director on February 11, 2025, and Chairman on May 26, 2025[4] - Mr. Jia Zhengyi resigned as Chairman on May 26, 2025, but continues to serve as Chief Executive Officer[4] - Mr. Chan Wai Tuen was appointed Independent Non-executive Director on May 26, 2025, and Dr. Leung Kwong Sik retired on the same day[4] Committee Composition The Audit, Nomination, and Remuneration Committees saw changes in membership, with Mr. Chan Wai Tuen replacing Dr. Leung Kwong Sik - The chairmen of the Audit Committee, Nomination Committee, and Remuneration Committee are all Mr. Wong Chi Man[5][6] - Mr. Chan Wai Tuen was appointed a member of the Audit, Nomination, and Remuneration Committees on May 26, 2025, while Dr. Leung Kwong Sik retired on the same day[5][6] - The chairman of the Investment Committee is Mr. Li Shi Hua[7] Other Corporate Details The company provides details including authorized representatives, auditor, legal counsel, compliance adviser, principal bankers, registered office, share registrar, and website - The company's stock code is 2477, and its website is **http://www.wellcell.com.cn**[12](index=12&type=chunk) - The auditor is Tianjian Deyang Certified Public Accountants Limited, and the Hong Kong legal counsel is Choi, O'Dwyer & Yeung[9][10] Financial Highlights This section provides a summary of the interim condensed consolidated statement of comprehensive income and financial position Summary of Interim Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the company experienced a decrease in revenue and profit, but other income significantly increased Interim Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 90,068 | 106,092 | | Other income | 3,934 | 667 | | Other gains – net | 80 | 1,435 | | Operating profit | 8,777 | 10,919 | | Profit before tax | 8,275 | 12,150 | | Profit for the period | 7,717 | 10,721 | Summary of Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's non-current assets significantly increased, while current assets and current liabilities decreased, leading to a slight growth in net assets and total equity Interim Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Non-current assets | 53,978 | 25,693 | | Current assets | 252,906 | 299,628 | | Current liabilities | (98,141) | (123,918) | | Net current assets | 154,765 | 175,710 | | Total assets less current liabilities | 208,743 | 201,403 | | Non-current liabilities | (829) | (1,036) | | Net assets | 207,914 | 200,367 | | Total equity | 207,914 | 200,367 | Management Discussion and Analysis This section provides an overview of the company's business performance, future outlook, and financial review for the reporting period Business Review During the reporting period, the Group's main revenue sources remained telecom network support services, ICT integration services, and software-related businesses, with expansion into the Fintech sector through the Fopay payment platform - The Group's main revenue is derived from wireless telecommunication network optimization services, telecommunication network infrastructure maintenance and engineering services, ICT integration services, telecommunication network-related software development and related services, and software sales[18][20] - During the reporting period, the Group expanded its business into the Fintech sector, launching its self-developed one-stop payment platform "Fopay," offering stablecoin custody and prepaid card payment services[18][25][28] Revenue Contribution by Business Segment (For the six months ended June 30) | Business Segment | 2025 % of Total Revenue | 2024 % of Total Revenue | | :--- | :--- | :--- | | Telecommunication Network Support Services | 50.9% | 54.6% | | ICT Integration Services | 42.6% | 30.4% | | Telecommunication Network-related Software Development | 6.5% | 15.0% | Outlook Despite a complex market and increased competition leading to a slight decline in core business and squeezed profit margins, the Group remains committed to maintaining partnerships and sees growth potential in China's telecom industry and global Fintech, with plans to seek relevant licenses for its crypto payment business - Core business faces market saturation and intensified competition, leading to sustained pressure on profit margins, with management cautious about sustainable short-term expansion[30][34] - China's telecommunications industry shows significant growth driven by its large population, expanding middle class, smartphone penetration, increased internet usage, and government digitalization policies[31][34] - The Group has ventured into the crypto payment sector under its Fintech business, launching the Fopay mobile application, and may consider acquiring licenses for custody, money services, and crypto services in the future[33][35] Financial Review During the reporting period, the Group's total revenue, operating profit, and net profit decreased, primarily due to lower revenue from wireless telecom network optimization and software-related businesses, coupled with increased other operating expenses and depreciation and amortization; however, ICT integration services revenue grew, and financial assets at fair value through profit or loss generated significant fair value gains Revenue Breakdown (For the six months ended June 30) | Business Type | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Wireless Telecommunication Network Optimization Services | 28,636 | 41,136 | -30.4% | | Telecommunication Network Infrastructure Maintenance and Engineering Services | 17,170 | 16,842 | +2.4% | | ICT Integration Services | 38,359 | 32,240 | +19.3% | | Software-related Businesses | 5,903 | 15,874 | -62.9% | | Total Revenue | 90,068 | 106,092 | -15.1% | Key Profit and Loss Items Changes (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Other income | 3,934 | 667 | +457.1% | | Other gains – net | 80 | 1,435 | -92.9% | | Employee benefit expenses | (7,685) | (9,725) | -20.6% | | Subcontracting fees | (62,396) | (64,983) | -4.0% | | Cost of materials, supplies and other items | (8,000) | (8,853) | -10.1% | | Depreciation and amortization | (2,464) | (1,009) | +150.0% | | Reversal of impairment loss on trade receivables and contract assets / impairment loss, net | 320 | (3,363) | N/A (from loss to reversal) | | Other operating expenses | (4,799) | (3,085) | +54.8% | | Listing expenses | 0 | (6,257) | -100.0% | | Finance (costs) / income, net | (502) | 1,231 | N/A (from income to cost) | | Operating profit | 8,777 | 10,919 | -19.3% | | Income tax expense | (558) | (1,429) | -57.1% | | Net profit | 7,717 | 10,721 | -28.0% | - Financial assets at fair value through profit or loss generated a fair value gain of approximately RMB 3.4 million, compared to zero in the prior year period[71][75] - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[76][79] Financial Position, Liquidity and Capital Resources The company's cash and cash equivalents decreased, primarily due to financial asset acquisitions, bank loan repayments, and operations; total bank borrowings declined, leading to a lower gearing ratio, while the current ratio slightly increased, indicating improved liquidity Liquidity Indicators (As of June 30) | Indicator | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Cash and cash equivalents (RMB millions) | 68.8 | 105.0 | -34.5% | | Total bank borrowings (RMB millions) | 32.4 | 41.8 | -22.5% | | Current ratio (times) | 2.6 | 2.4 | +8.3% | | Gearing ratio (%) | 15.6% | 20.8% | -25.0% | - The decrease in cash was mainly due to the acquisition of financial assets at fair value through profit or loss, repayment of interest-bearing bank borrowings, and use in the Group's operations[78][81] - Unutilized bank facilities increased to approximately RMB 5 million, available for further drawdown based on business needs[84][88] - The company pledged deposits of approximately RMB 244,000 as collateral for customer projects and pledged receivables of approximately RMB 1,774,000 from contract assets as collateral for interest-bearing bank borrowings[85][89] - The company's share capital was adjusted due to a share split, with the par value per share decreasing from HKD 0.01 to HKD 0.005, increasing the total number of issued shares to 1,000,000,000, and changing the board lot size from 4,000 shares to 800 shares[92][95][93][96] Foreign Exchange Risk and Treasury Policies The Group primarily operates in China, with transactions, monetary assets, and liabilities mainly denominated in RMB and HKD; exchange rate fluctuations had no significant adverse impact during the reporting period, and no derivative or financial instruments were used to hedge foreign exchange risk, with the Board continuing to prudently manage cash and maintain sound liquidity - The Group's business is primarily conducted in China, with transaction currencies mainly RMB and HKD[99][104] - During the reporting period, exchange rate fluctuations did not have a material adverse impact on the Group[99][104] - The Group did not enter into any derivative agreements or financial instruments to hedge foreign exchange risk[100][105] Capital Commitments As of June 30, 2025, the Group had no significant capital commitments - As of June 30, 2025, the Group had no significant capital commitments[101][106] Employees and Remuneration Policy As of June 30, 2025, the Group had 116 employees; employee benefit expenses decreased, partly due to capitalization of some expenses as intangible assets, and remuneration for directors and senior management is linked to market terms, qualifications, experience, and shareholder returns Employee Count and Benefit Expenses | Indicator | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Employees | 116 | 115 | +0.9% | | Total Wages and Salaries (RMB millions) | 8.8 | 9.7 | -9.3% | - The decrease in employee benefit expenses was mainly due to the capitalization of some expenses as intangible asset development costs and higher bonuses paid in the first half of 2024[51][55] - Remuneration for directors and senior management is determined by reference to market terms, qualifications, experience, and responsibilities, and is linked to shareholder returns[103][107][108][111] Significant Investments Held, Material Acquisitions or Disposals of Subsidiaries and Affiliated Companies, and Plans for Material Investments or Capital Assets During the reporting period, the company held no significant investments, nor did it undertake any material acquisitions or disposals of subsidiaries and affiliated companies, and had no other plans for material investments or capital assets, apart from disclosed matters - During the reporting period, the company held no significant investments and did not undertake any material acquisitions or disposals of subsidiaries and affiliated companies[109][112] - As of June 30, 2025, the Group had no other plans for material investments or capital assets[109][112] 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[110][113] Purchase, Sale or Redemption of the Company's Listed Securities During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and no treasury shares were held - During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities[115][117] - As of June 30, 2025, the company held no treasury shares[115][117] Use of Proceeds The company listed in January 2024, with net proceeds from the share offer of approximately RMB 56.0 million; as of June 30, 2025, part of the funds were used for ICT integration projects, R&D projects, and general working capital, with remaining funds to be used as planned and held in licensed banks in Hong Kong - The company was listed on January 12, 2024, with net proceeds from the share offer of approximately RMB 56.0 million[116][118] Details of Net Proceeds Utilization (As of June 30, 2025) | Use | Prospectus Allocation Ratio | Net Proceeds from Share Offer (RMB millions) | Unutilized Net Proceeds as of Dec 31, 2024 (RMB millions) | Amount Utilized During Reporting Period (RMB millions) | Unutilized Net Proceeds as of June 30, 2025 (RMB millions) | Expected Timeline for Full Utilization | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Funding future ICT integration projects | 20.5% | 11.5 | 2.8 | 2.8 | – | N/A | | Undertaking new R&D projects | 34.6% | 19.4 | 14.4 | 3.9 | 10.5 | Before end of 2027 | | Expanding project management team | 19.8% | 11.1 | 11.0 | – | 11.0 | Before end of 2026 | | Funding sales and marketing efforts | 5.4% | 3.0 | 2.8 | – | 2.8 | Before end of 2026 | | Repaying part of bank borrowings | 12.9% | 7.2 | – | – | – | N/A | | General working capital | 6.8% | 3.8 | 1.9 | 1.9 | – | N/A | | Total | 100% | 56.0 | 32.9 | 8.6 | 24.3 | | - The unutilized net proceeds will continue to be applied as stated in the prospectus and are deposited in licensed banks in Hong Kong[122][125][126] Event After Reporting Period Other than as disclosed in this report, the Group had no significant events after the reporting period and up to the date of this report - Other than as disclosed in this report, the Group had no significant events after the reporting period and up to the date of this report[123][127] Issue of Securities During the reporting period, the company did not issue any securities for cash - During the reporting period, the company did not issue any securities for cash (including securities convertible into equity securities)[124][128] Other Information This section covers directors' and substantial shareholders' interests, share disposal by a controlling shareholder, share option scheme, corporate governance, and other relevant disclosures Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, several directors held long positions in the company's shares through controlled corporations, with Mr. Qian Fenglei, Mr. Jia Zhengyi, and Mr. Lin Qihao holding 29.9%, 16.6%, and 16.6% equity respectively Directors' Long Positions in the Company's Shares (As of June 30, 2025) | Director's Name | Capacity/Nature | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Qian Fenglei | Interest in controlled corporation | 299,000,000 | 29.9% | | Mr. Jia Zhengyi | Interest in controlled corporation | 166,000,000 | 16.6% | | Mr. Lin Qihao | Interest in controlled corporation | 166,000,000 | 16.6% | Directors' Long Positions in Shares of Associated Corporations (As of June 30, 2025) | Director's Name | Name of Associated Corporation | Capacity/Nature | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Qian Fenglei | Hengfeng | Beneficial owner | 58.48% | | Mr. Jia Zhengyi | Lichao Limited | Beneficial owner | 100% | | Mr. Lin Qihao | Cheer Partners Limited | Beneficial owner | 100% | Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, besides the directors, Hengfeng, Jingwei Tiandi Group Limited, Lichao Limited, Cheer Partners Limited, and the spouses of Mr. Jia Zhengyi and Mr. Lin Qihao (Ms. Zheng Li and Ms. Zhong Shumin) all held long positions in the company's shares, with Hengfeng holding 29.9% equity Substantial Shareholders' and Other Persons' Long Positions in the Company's Shares (As of June 30, 2025) | Name/Designation | Capacity/Nature | Number of Shares | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Hengfeng | Beneficial owner | 299,000,000 | 29.9% | | Jingwei Tiandi Group Limited | Beneficial owner | 166,000,000 | 16.6% | | Lichao Limited | Interest in controlled corporation | 166,000,000 | 16.6% | | Cheer Partners Limited | Interest in controlled corporation | 166,000,000 | 16.6% | | Ms. Zheng Li | Spouse's interest | 166,000,000 | 16.6% | | Ms. Zhong Shumin | Spouse's interest | 166,000,000 | 16.6% | Disposal of Shares by a Controlling Shareholder During the reporting period, controlling shareholder Jingwei Tiandi Group Limited sold 299,000,000 shares, representing 29.9% of the company's total issued share capital, to Hengfeng International Holdings Limited, reducing Jingwei Tiandi Group Limited's stake to 16.6% - Jingwei Tiandi Group Limited sold 299,000,000 shares, representing 29.9% of the company's total issued share capital, to Hengfeng International Holdings Limited[149][151] - Following the disposal, Hengfeng International Holdings Limited became the legal and beneficial owner of 29.9% of the shares, while Jingwei Tiandi Group Limited's stake decreased to 16.6%[149][151] Share Option Scheme The company adopted a share option scheme on December 15, 2023, to incentivize eligible participants contributing to the Group, with an authorized limit of 10% of issued shares, currently 100,000,000 shares; as of the end of the reporting period, no share options were granted, exercised, cancelled, lapsed, or forfeited - The company adopted a share option scheme on December 15, 2023, effective upon listing on January 12, 2024, to incentivize eligible participants who have contributed to the Group[152][154] - Eligible participants under the share option scheme include employees, non-executive directors, suppliers, customers, technical support providers, shareholders, and consultants[153][155] - The scheme's authorized limit is 10% of the issued shares, which was 100,000,000 shares as of June 30, 2025 (after the share split)[158][161] - For the six months ended June 30, 2025, no share options were granted, exercised, cancelled, lapsed, or forfeited[172][175] Corporate Governance The company's corporate governance practices comply with the Corporate Governance Code in the Listing Rules, though a deviation existed from the beginning of the reporting period until May 26, 2025, when the roles of Chairman and Chief Executive Officer were combined; since Mr. Qian Fenglei's appointment as Chairman, the company has complied with all applicable code provisions - The company's corporate governance practices are based on the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules[177][180] - From the beginning of the reporting period until May 26, 2025, the roles of Chairman and Chief Executive Officer were combined and held by Mr. Jia Zhengyi, deviating from code provision C.2.1[178][180] - Since the appointment of Mr. Qian Fenglei as Chairman on May 26, 2025, the company has complied with all applicable code provisions[178][180] Model Code for Securities Transactions The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as its code of conduct for directors' securities transactions, and all directors confirmed compliance during the reporting period - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as its code of conduct for directors' securities transactions[179][181] - All directors have confirmed compliance with the required standards of dealing as set out in the Model Code during the reporting period[179][181] Audit Committee The Audit Committee reviewed and discussed the Group's unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025, deeming them compliant with applicable accounting standards, Listing Rules, and adequately disclosed - The Audit Committee comprises Mr. Wong Chi Man (Chairman), Ms. Dan Xi, and Mr. Chan Wai Tuen[183][185] - The Audit Committee reviewed the interim financial statements and considered them to be in compliance with applicable accounting standards, the Listing Rules, and adequately disclosed[184][185] Sufficiency of Public Float Based on public information and the directors' knowledge, the company has maintained the public float required by the Listing Rules since its listing date - The company has maintained the public float required by the Listing Rules since its listing date[186][189] Interim Dividend The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[187][190] Changes in Information in Respect of Directors Since the date of the 2024 annual report, Mr. Jia Zhengyi resigned as Chairman of the Board, and Mr. Qian Fenglei was appointed Chairman; Dr. Leung Kwong Sik retired as Independent Non-executive Director and committee member, and Mr. Chan Wai Tuen was appointed to these roles - Mr. Jia Zhengyi resigned as Chairman of the Board on May 26, 2025[188][191] - Mr. Qian Fenglei was appointed Chairman of the Board on May 26, 2025[192][195] - Dr. Leung Kwong Sik retired as Independent Non-executive Director and member of the Audit, Remuneration, and Nomination Committees on May 26, 2025[192][195] - Mr. Chan Wai Tuen was appointed Independent Non-executive Director and member of the Audit, Remuneration, and Nomination Committees on May 26, 2025[193][196] Appreciation Chairman Mr. Qian Fenglei, on behalf of the Board, expressed gratitude to all directors and staff for their contributions and outstanding performance during the reporting period - Chairman Mr. Qian Fenglei expressed gratitude to all directors and staff for their contributions and outstanding performance during the reporting period[194][198] Interim Condensed Consolidated Statement of Comprehensive Income This section presents the detailed interim condensed consolidated statement of comprehensive income Statement of Comprehensive Income Data For the six months ended June 30, 2025, the company's revenue was RMB 90,068 thousands, and profit for the period was RMB 7,717 thousands, both lower than the prior year period; basic and diluted earnings per share were 0.77 RMB cents Interim Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 90,068 | 106,092 | | Other income | 3,934 | 667 | | Other gains – net | 80 | 1,435 | | Employee benefit expenses | (7,685) | (9,725) | | Subcontracting fees | (62,396) | (64,983) | | Cost of materials, supplies and other items | (8,000) | (8,853) | | Depreciation and amortization | (2,464) | (1,009) | | Reversal of impairment loss on trade receivables and contract assets / (impairment loss), net | 320 | (3,363) | | Impairment loss on other receivables | (281) | – | | Other operating expenses | (4,799) | (3,085) | | Listing expenses | – | (6,257) | | Operating profit | 8,777 | 10,919 | | Finance income | 94 | 1,679 | | Finance costs | (596) | (448) | | Finance (costs) / income, net | (502) | 1,231 | | Profit before tax | 8,275 | 12,150 | | Income tax expense | (558) | (1,429) | | Profit for the period attributable to owners of the Company | 7,717 | 10,721 | | Other comprehensive income | (170) | (2) | | Total comprehensive income for the period attributable to owners of the Company | 7,547 | 10,719 | | Basic and diluted earnings per share (RMB cents per share) | 0.77 | 1.09 | Interim Condensed Consolidated Statement of Financial Position This section presents the detailed interim condensed consolidated statement of financial position Statement of Financial Position Data As of June 30, 2025, the company's non-current assets increased to RMB 53,978 thousands, mainly due to an increase in financial assets at fair value through profit or loss; current assets and current liabilities both decreased, while net assets and total equity rose to RMB 207,914 thousands Interim Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | NON-CURRENT ASSETS | | | | Property, plant and equipment | 14,376 | 14,459 | | Intangible assets | 15,602 | 10,377 | | Financial assets at FVTPL | 23,986 | – | | Deferred tax assets | 14 | 857 | | Total non-current assets | 53,978 | 25,693 | | CURRENT ASSETS | | | | Trade receivables | 38,441 | 53,539 | | Contract assets | 101,642 | 106,799 | | Prepayments, deposits and other receivables | 42,591 | 21,370 | | Financial assets at FVTPL | – | 11,600 | | Amount due from an associate | 1,219 | 1,205 | | Pledged bank deposits | 244 | 133 | | Cash and cash equivalents | 68,769 | 104,982 | | Total current assets | 252,906 | 299,628 | | CURRENT LIABILITIES | | | | Trade payables | 7,414 | 6,022 | | Contract liabilities, other payables and accruals | 57,544 | 73,635 | | Interest-bearing bank borrowings | 32,409 | 41,776 | | Lease liabilities | 742 | 1,168 | | Amount due to a shareholder | 32 | 1,032 | | Tax payable | – | 285 | | Total current liabilities | 98,141 | 123,918 | | NET CURRENT ASSETS | 154,765 | 175,710 | | TOTAL ASSETS LESS CURRENT LIABILITIES | 208,743 | 201,403 | | NON-CURRENT LIABILITIES | | | | Lease liabilities | 829 | 1,036 | | Total non-current liabilities | 829 | 1,036 | | NET ASSETS | 207,914 | 200,367 | | EQUITY | | | | Share capital | 4,549 | 4,549 | | Reserves | 203,365 | 195,818 | | Total equity | 207,914 | 200,367 | Interim Condensed Consolidated Statement of Changes in Equity This section presents the detailed interim condensed consolidated statement of changes in equity Statement of Changes in Equity Data For the six months ended June 30, 2025, the company's total equity increased from RMB 200,367 thousands at the beginning of the period to RMB 207,914 thousands, primarily driven by profit for the period Interim Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Indicator | Share Capital (RMB thousands) | Share Premium (RMB thousands) | Capital Reserve (RMB thousands) | Statutory Reserve (RMB thousands) | Translation Reserve (RMB thousands) | Retained Earnings (RMB thousands) | Total Equity (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance at January 1, 2025 | 4,549 | 90,578 | (4,608) | 20,471 | (50) | 89,427 | 200,367 | | Profit for the period | – | – | – | – | – | 7,717 | 7,717 | | Exchange differences arising from translation of foreign operations | – | – | – | – | (170) | – | (170) | | Total comprehensive income | – | – | – | – | (170) | 7,717 | 7,547 | | Balance at June 30, 2025 | 4,549 | 90,578 | (4,608) | 20,471 | (220) | 97,144 | 207,914 | Interim Condensed Consolidated Statement of Cash Flows This section presents the detailed interim condensed consolidated statement of cash flows Cash Flow Statement Data For the six months ended June 30, 2025, the company reported negative net cash flows from operating, investing, and financing activities, resulting in a net decrease in cash and cash equivalents of RMB 36,077 thousands Interim Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net cash flows used in operating activities | (16,893) | (20,502) | | Net cash flows used in investing activities | (7,679) | (1,285) | | Net cash flows (used in) / from financing activities | (11,505) | 97,147 | | Net (decrease) / increase in cash and cash equivalents | (36,077) | 75,360 | | Cash and cash equivalents at beginning of period | 104,982 | 23,810 | | Effect of foreign exchange rate changes, net | (136) | 251 | | Cash and cash equivalents at end of period | 68,769 | 99,421 | Notes to the Interim Condensed Consolidated Financial Statements This section provides detailed notes to the interim condensed consolidated financial statements, covering corporate information, accounting policies, estimates, revenue, and various financial items 1 CORPORATE INFORMATION WellCell Holdings Co., Limited, incorporated in the Cayman Islands on September 14, 2021, is an investment holding company whose Group primarily engages in telecom network services and software development, expanding into Fintech during the reporting period, with its shares listed on the Main Board of the Hong Kong Stock Exchange since January 12, 2024 - WellCell Holdings Co., Limited was incorporated in the Cayman Islands on September 14, 2021, as an investment holding company[215][218] - The Group's principal activities include wireless telecommunication network optimization services, telecommunication network infrastructure maintenance and engineering services, ICT integration services, telecommunication network-related software development and related services, and software sales[216][218] - During the reporting period, the Group expanded its business into the Fintech sector[216][218] - The company's shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited since January 12, 2024[217][219] 2 MATERIAL ACCOUNTING POLICIES The interim financial statements are prepared in accordance with Appendix D2 of the Listing Rules and HKAS 34, using the historical cost basis except for financial assets at fair value through profit or loss, which are presented at fair value; the Group has adopted the revised HKAS 21 for the first time, with no significant impact expected on financial performance or position, and other newly issued but not yet effective HKFRSs are also not expected to have a material impact - The interim financial statements are prepared in accordance with Appendix D2 of the Listing Rules and Hong Kong Accounting Standard 34 "Interim Financial Reporting"[223][228] - The statements are prepared on the historical cost basis, except for financial assets at fair value through profit or loss, which are presented at fair value[229][233] - The Group has initially adopted the amendments to HKAS 21 "Lack of Exchangeability", but it has no significant impact on the interim financial statements[232][235] - Newly issued but not yet effective Hong Kong Financial Reporting Standards (such as HKFRS 18, HKFRS 19, etc.) are not expected to have a material impact on the Group's financial performance and position[236][237][238][239] 3 ESTIMATES The preparation of the interim financial statements involves management's judgments, estimates, and assumptions, which are consistent with the key sources applied in the 2024 annual financial statements - The preparation of the interim financial statements requires management to make judgments, estimates, and assumptions[240][245] - The key sources of estimation uncertainty and critical judgments made by management in applying accounting policies are the same as those applied in the 2024 annual financial statements[241][245] 4 REVENUE AND SEGMENT INFORMATION The Group's primary business activities include telecom network services and software sales, with an expansion into Fintech during the reporting period; however, this new business is in its preliminary development stage and has not yet generated revenue, thus not forming a separate reportable segment, and the Group treats all its businesses as one reportable operating segment - The Group's principal business activities are the provision of wireless telecommunication network optimization services, telecommunication network infrastructure maintenance and engineering services, ICT integration services, telecommunication network-related software development and related services, and software sales[242][246] - The Fintech business is in its preliminary development stage and has not yet generated any revenue, thus it does not constitute a separate reportable segment[242][246] - The directors consider the Group's operations as one reportable operating segment, which is the provision of telecommunication network and infrastructure services and products[244][247] Revenue Recognition Timing (For the six months ended June 30) | Revenue Recognition Timing | Business Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | | Over time | Wireless telecommunication network optimization services | 28,636 | 41,136 | | | Telecommunication network infrastructure maintenance and engineering services | 17,170 | 16,842 | | | ICT integration services | 38,359 | 32,240 | | | Telecommunication network-related software development and related services | 3,683 | 11,515 | | | Subtotal | 87,848 | 101,733 | | At a point in time | Software sales | 2,220 | 4,359 | | | Total | 90,068 | 106,092 | 5 PROFIT BEFORE TAX For the six months ended June 30, 2025, profit before tax was RMB 8,275 thousands, a decrease from RMB 12,150 thousands in the prior year period, primarily influenced by increased depreciation and amortization, a reversal of impairment loss on trade receivables and contract assets (compared to an impairment loss last year), and higher other operating expenses Profit Before Tax Impact Items (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Auditor's remuneration – non-audit services | 354 | 350 | | Depreciation and amortization | 2,464 | 1,009 | | Short-term lease expenses for offices and staff quarters | 10 | 27 | | Reversal of impairment loss on trade receivables and contract assets / impairment loss, net | (320) | 3,363 | | Impairment loss on other receivables | 281 | – | | Listing expenses | – | 6,257 | - Depreciation and amortization expenses significantly increased from RMB 1,009 thousands in 2024 to RMB 2,464 thousands in 2025[253] - Impairment loss on trade receivables and contract assets changed from an impairment loss of RMB 3,363 thousands in 2024 to a reversal of impairment loss of RMB 320 thousands in 2025[253] 6 OTHER INCOME For the six months ended June 30, 2025, other income significantly increased to RMB 3,934 thousands, primarily due to gains from net fair value changes of financial assets at fair value through profit or loss Other Income Breakdown (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Government grants | 469 | 259 | | VAT refunds | 4 | 379 | | Net fair value change of financial assets at FVTPL | 3,442 | – | | Miscellaneous income | 19 | 29 | | Total | 3,934 | 667 | - The net fair value change of financial assets at fair value through profit or loss, amounting to RMB 3,442 thousands, was the primary reason for the significant increase in other income (zero in the prior year period)[256] 7 OTHER GAINS — NET For the six months ended June 30, 2025, other gains, net, significantly decreased to RMB 80 thousands, mainly due to reduced exchange gains Other Gains — Net Breakdown (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Exchange gains | 130 | 1,386 | | Others | (50) | 49 | | Total | 80 | 1,435 | - Exchange gains significantly decreased from RMB 1,386 thousands in 2024 to RMB 130 thousands in 2025[260] 8 EMPLOYEE BENEFIT EXPENSES For the six months ended June 30, 2025, total employee benefit expenses (including directors' emoluments) amounted to RMB 7,685 thousands, a decrease from RMB 9,725 thousands in the prior year period Employee Benefit Expenses Breakdown (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Wages and salaries | 6,541 | 8,334 | | Retirement benefit costs – defined contribution plans | 983 | 1,211 | | Other staff welfare | 161 | 180 | | Total | 7,685 | 9,725 | - Wages and salaries decreased by approximately RMB 1.8 million, which is the main reason for the decline in total employee benefit expenses[263] 9 FINANCE (COSTS)/INCOME, NET For the six months ended June 30, 2025, the company recorded net finance costs of RMB 502 thousands, compared to net finance income of RMB 1,231 thousands in the prior year period, primarily due to a significant decrease in interest income from bank deposits Finance (Costs)/Income, Net Breakdown (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest income from bank deposits | 94 | 1,679 | | Interest expense on interest-bearing bank borrowings | (574) | (430) | | Interest expense on lease liabilities | (22) | (18) | | Finance (costs) / income, net | (502) | 1,231 | - Interest income from bank deposits significantly decreased from RMB 1,679 thousands in 2024 to RMB 94 thousands in 2025[265] 10 INCOME TAX EXPENSE For the six months ended June 30, 2025, income tax expense was RMB 558 thousands, a decrease from RMB 1,429 thousands in the prior year period, mainly due to lower corporate income tax resulting from reduced operating profit; the Group's principal operating subsidiaries in China enjoy a preferential income tax rate of 15% - The decrease in income tax expense was mainly due to a reduction in corporate income tax resulting from lower operating profit[69][73] - The Group's principal operating subsidiaries in China qualify as High and New Technology Enterprises, enjoying a preferential income tax rate of 15%[268][269] Income Tax Expense Breakdown (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current tax – PRC enterprise income tax | – | 837 | | Current tax – over-provision in prior periods | (285) | – | | Deferred tax | 843 | 592 | | Income tax expense | 558 | 1,429 | 11 EARNINGS PER SHARE For the six months ended June 30, 2025, basic and diluted earnings per share were 0.77 RMB cents, a decrease from 1.09 RMB cents in the prior year period; the calculation of earnings per share has been retrospectively adjusted for the share split Earnings Per Share (For the six months ended June 30) | Indicator | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Profit for the period (RMB thousands) | 7,717 | 10,721 | | Weighted average number of ordinary shares (thousands) | 1,000,000 | 984,890 | | Basic and diluted earnings per share (RMB cents per share) | 0.77 | 1.09 | - There was no difference between basic and diluted earnings per share as there were no potential dilutive ordinary shares during the reporting period[276] - The weighted average number of ordinary shares outstanding has been retrospectively adjusted for the share split effective on March 31, 2025[274][277] 12 PROPERTY, PLANT AND EQUIPMENT For the six months ended June 30, 2025, additions to property, plant and equipment amounted to RMB 1,382 thousands, and depreciation expense was RMB 1,298 thousands Changes in Property, Plant and Equipment (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Additions | 1,382 | 2,964 | | Depreciation expense | 1,298 | 695 | 13. INTANGIBLE ASSETS For the six months ended June 30, 2025, additions to intangible assets amounted to RMB 6,391 thousands, and amortization expense was RMB 1,166 thousands Changes in Intangible Assets (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Additions | 6,391 | – | | Amortization expense | 1,166 | 314 | 14 PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES As of June 30, 2025, total prepayments, deposits, and other receivables significantly increased to RMB 42,591 thousands from RMB 21,370 thousands as of December 31, 2024, primarily due to a substantial rise in prepaid project material costs and subcontracting fees Prepayments, Deposits and Other Receivables Breakdown (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Prepaid project material costs and subcontracting fees | 18,960 | 5,108 | | Other prepayments | 735 | 1,264 | | Rental and other deposits | 1,412 | 905 | | Tender deposits | 3,054 | 2,559 | | Other receivables | 15,369 | 9,471 | | VAT and other recoverable taxes | 3,862 | 2,583 | | Less: Impairment | (801) | (520) | | Total | 42,591 | 21,370 | - Prepaid project material costs and subcontracting fees increased from RMB 5,108 thousands in 2024 to RMB 18,960 thousands in 2025[280] 15 TRADE RECEIVABLES As of June 30, 2025, net trade receivables decreased to RMB 38,441 thousands from RMB 53,539 thousands as of December 31, 2024; impairment provisions were reversed, and receivables overdue for more than two years significantly increased Trade Receivables and Impairment Provision (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables | 44,972 | 60,195 | | Less: Impairment on trade receivables | (6,531) | (6,656) | | Net | 38,441 | 53,539 | Ageing Analysis of Trade Receivables (As of June 30) | Ageing | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 180 days | 18,053 | 33,122 | | 181 to 365 days | 2,950 | 5,166 | | 1 to 2 years | 13,882 | 14,932 | | Over 2 years | 3,556 | 319 | | Total | 38,441 | 53,539 | - Impairment provision for trade receivables decreased from RMB 6,656 thousands in 2024 to RMB 6,531 thousands in 2025, with an impairment reversal of RMB 125 thousands recognized during the period[285] 16 FINANCIAL ASSETS AT FVTPL As of June 30, 2025, financial assets at fair value through profit or loss increased to RMB 23,986 thousands, primarily comprising an 11% equity interest in an unlisted entity incorporated in the Cayman Islands; during the reporting period, the Group recorded a fair value gain of approximately RMB 3,442 thousands Financial Assets at FVTPL (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Unlisted equity investments | 23,986 | 11,600 | | Less: Classified as current portion | – | (11,600) | | Non-current portion | 23,986 | – | - Unlisted equity investments primarily include a 0.206% equity interest in an unlisted entity incorporated in China and an 11% equity interest in an unlisted entity incorporated in the Cayman Islands (zero in 2024)[289][291] - During the reporting period, the Group recorded a fair value gain of approximately RMB 3,442 thousands[289][291] - These financial assets are classified as Level 3 fair value measurements, with valuation techniques using unobservable inputs such as composite index returns and discounts for lack of marketability[290][291][294] 17 TRADE PAYABLES As of June 30, 2025, total trade payables increased to RMB 7,414 thousands from RMB 6,022 thousands as of December 31, 2024, primarily concentrated within 180 days Trade Payables (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade payables | 7,414 | 6,022 | Ageing Analysis of Trade Payables (As of June 30) | Ageing | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 180 days | 6,225 | 3,331 | | 181 to 365 days | 438 | 1,940 | | Over 1 year | 751 | 751 | | Total | 7,414 | 6,022 | 18 CONTRACT LIABILITIES, OTHER PAYABLES AND ACCRUALS As of June 30, 2025, total contract liabilities, other payables, and accruals decreased to RMB 57,544 thousands from RMB 73,635 thousands as of December 31, 2024, mainly due to a decline in accrued subcontracting fees, material costs, and other direct project costs Contract Liabilities, Other Payables and Accruals Breakdown (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Accrued subcontracting fees, material costs and other direct project costs | 52,250 | 68,857 | | Other payables and accruals | 2,169 | 3,313 | | Accrued employee benefit expenses | 890 | 1,061 | | Contract liabilities | 2,235 | 404 | | Total | 57,544 | 73,635 | - Accrued subcontracting fees, material costs, and other direct project costs decreased from RMB 68,857 thousands in 2024 to RMB 52,250 thousands in 2025[299] 19 INTEREST-BEARING BANK BORROWINGS As of June 30, 2025, total interest-bearing bank borrowings decreased to RMB 32,409 thousands from RMB 41,776 thousands as of December 31, 2024; borrowings carry both fixed and floating interest rates, with some secured by receivables from service contracts, and the Group has complied with all borrowing covenants Interest-Bearing Bank Borrowings Breakdown (As of June 30) | Borrowing Type | Effective Interest Rate | Maturity Date | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Unsecured bank borrowings | 2.4%-2.9% | August and September 2025 | 20,000 | 22,000 | | Unsecured bank borrowings | Prime Lending Rate - 0.5% | March 2026 | 10,000 | 10,000 | | Secured bank borrowings | 2.6% | December 2025 | 2,409 | 9,776 | | Total | | | 32,409 | 41,776 | - Total interest-bearing bank borrowings decreased by approximately RMB 9.3 million[301] - Certain interest-bearing bank borrowings are secured by receivables arising from service contracts, with pledged receivables amounting to approximately RMB 1,774 thousands as of June 30, 2025[304][306] - The Group regularly monitors and has complied with all borrowing covenants, with no defaults occurring[305][306] 20 SHARE CAPITAL As of June 30, 2025, the company's authorized share capital comprised 2,000,000,000 ordinary shares of HKD 0.005 each, with 1,000,000,000 ordinary shares of HKD 0.005 each issued and fully paid; the change in share capital was primarily due to a share split effective March 31, 2025 Company Share Capital (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Authorized share capital | 9,252 | 9,252 | | Issued and fully paid share capital | 4,549 | 4,549 | - Pursuant to a resolution passed at the EGM on March 27, 2025, the company's shares were split on March 31, 2025, with each share of HKD 0.01 par value split into two shares of HKD 0.005 par value[311] - After the share split, the total number of issued shares increased from 500,000,000 shares to 1,000,000,000 shares[310][311] - On January 12, 2024, the company issued 125,000,000 ordinary shares due to the share offer and undertook a capitalization issue of 374,999,600 ordinary shares[314] 21 CAPITAL COMMITMENTS As of June 30, 2025, the Group had no significant capital commitments - As of June 30, 2025, the Group had no significant capital commitments[312][313] 22 RELATED PARTY TRANSACTIONS As of June 30, 2025, the Group had non-trade balances with related parties, including amounts due from former direct controlling company Jingwei Tiandi Group and amounts due to shareholder Mr. Jia Zhengyi; additionally, the Group entered into an office lease agreement with related party Huajun and paid rent Balances with Related Parties (Non-trade nature, as of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Amount due from an associate (former direct controlling company): Jingwei Tiandi Group | 1,219 | 1,205 | | Amount due to a shareholder: Mr. Jia | (32) | (1,032) | - Balances with related parties are unsecured, interest-free, and repayable on demand[323] - The Group entered into a three-year office lease agreement with Huajun (controlled by Mr. Jia and Ms. Zheng Li), with rent paid during the period amounting to approximately RMB 413 thousands[325][326] Key Management Personnel Remuneration (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Salaries and other short-term employee benefits | 1,475 | 730 | | Retirement benefit costs – defined contribution plans | 191 | 95 | | Total | 1,666 | 825 | 23 DIVIDEND The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[329][333] 24 PLEDGED ASSETS As of June 30, 2025, the Group pledged approximately RMB 244 thousands in deposits as collateral for customer projects and approximately RMB 1,774 thousands in receivables from service contracts as collateral for interest-bearing bank borrowings - The Group pledged approximately RMB 244 thousands in deposits as collateral for customer projects[330][334] - The Group pledged approximately RMB 1,774 thousands in receivables from service contracts (included in contract assets) as collateral for interest-bearing bank borrowings[330][334] 25 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[331][335] 26 COMPARATIVE FIGURES Comparative figures for earnings per share have been retrospectively adjusted, and some comparative figures have been reclassified to conform to the current period's presentation - Comparative figures for earnings per share have been retrospectively adjusted[332][336] - Certain comparative figures have been reclassified to conform to the current period's presentation[332][336]