Corporate Information This section outlines Luyuan Group Holding (Cayman) Limited's registration in the Cayman Islands, headquarters in Jinhua, China, stock code 2451, and the composition of its board and committees Company Basic Information This section provides fundamental details of Luyuan Group Holding (Cayman) Limited, including its registration in the Cayman Islands, headquarters in Jinhua, China, stock code 2451, and the composition of its key governance bodies - Company registered in the Cayman Islands4 - Headquarters in Jinhua, Zhejiang Province, China4 - Stock code: 24514 - Auditor: PricewaterhouseCoopers10 Definitions This section provides definitions for key terms used throughout the report, covering company entities, legal documents, committees, geographical regions, currencies, and share schemes to ensure clear understanding Definitions This section provides definitions for key terms used throughout the report, covering company entities, legal documents, committees, geographical regions, currencies, and share schemes to ensure clear understanding - Reporting Period refers to January 1, 2025, to June 30, 202520 - Net Proceeds from the Global Offering were approximately HKD 706.4 million19 - Company refers to Luyuan Group Holding (Cayman) Limited, an exempted limited liability company incorporated in the Cayman Islands on February 18, 200917 Financial Summary This section presents a concise overview of the company's key financial performance and position for the reporting period Condensed Consolidated Income Statement For the six months ended June 30, 2025, the company achieved significant growth in both revenue and profit, with profit for the period increasing by 66.9% year-on-year Key Data from Condensed Consolidated Income Statement | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 3,095,669 | 2,533,904 | +22.2% | | Profit before income tax | 117,224 | 66,704 | +75.7% | | Profit for the period | 110,116 | 65,988 | +66.9% | | Total comprehensive income for the period | 109,291 | 66,876 | +63.4% | Condensed Consolidated Balance Sheet As of June 30, 2025, the company's total assets and liabilities both increased, with total assets reaching RMB 5,384.0 million and total equity increasing accordingly Key Data from Condensed Consolidated Balance Sheet | Metric | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 1,678,949 | 1,656,054 | +1.38% | | Current assets | 3,705,080 | 2,668,289 | +38.85% | | Total assets | 5,384,029 | 4,324,343 | +24.50% | | Total equity | 1,580,138 | 1,497,732 | +5.50% | | Non-current liabilities | 401,102 | 309,445 | +29.62% | | Current liabilities | 3,402,789 | 2,517,166 | +35.10% | | Total liabilities | 3,803,891 | 2,826,611 | +34.58% | Management Discussion and Analysis This section provides an in-depth review of the company's operational performance, strategic initiatives, and financial results for the reporting period Business Review During the reporting period, the electric two-wheeler market showed growth potential driven by new national standards and smart technologies, with the company's net profit significantly increasing by 66.9% due to product upgrades and improved channel efficiency - The electric two-wheeler market shows considerable long-term growth potential, driven by new national standards, natural replacement cycles, trade-in policies, and advancements in smart technology29 - The company's net profit increased by approximately 66.9% from RMB 66.0 million in the same period of 2024 to RMB 110.1 million in 202529 - Excluding the impact of share-based payment expenses, profit for the period was RMB 141.2 million, representing a year-on-year increase of approximately 114.0%29 Research and Development The company continues to invest in R&D, holding 912 patents and actively expanding into robotics, with R&D costs increasing by 13.3% - As of June 30, 2025, the company held 912 patents, demonstrating a leading position in invention patents within the industry30 - R&D costs increased by approximately 13.3% year-on-year, from RMB 92.0 million in the same period of 2024 to RMB 104.2 million in 202534 - The company is actively developing key components for robotics and co-led the establishment of the Jinhua Economic Development Zone Robotics Industry Alliance35 Products The company's product line spans entry-level, mid-range, and high-end models, with a strategic focus on growth in the mid-to-high-end segments and successful new national standard certifications - Product lines cover entry-level, mid-range, and high-end models, strategically emphasizing growth in the mid-to-high-end market segments36 - As of June 30, 2025, over 20 new models were launched, including industry-leading products like K50, MS95, and Moda50D36 - The company's products successfully obtained certification under the new "Implementation Rules for Compulsory Product Certification of Electric Bicycles," making it one of the first domestic enterprises to receive this new national standard certification38 Production The company's three smart production factories in Zhejiang, Guangxi, and Shandong are on the MIIT whitelist, with the Chongqing smart factory commencing operations in February 2025 to become a full-chain intelligent manufacturing leader - Three smart production factories in Zhejiang (Jinhua), Guangxi (Guigang), and Shandong (Linyi) have been listed on the Ministry of Industry and Information Technology (MIIT) industry whitelist39 - The Chongqing smart production factory officially commenced operations in February 2025, aiming to become a full-chain intelligent manufacturing leading enterprise39 - The company established a manufacturing division to promote resource sharing among different production bases, enhancing product consistency and quality40 Customers and Sales Channels of the Group The company's offline distribution network covers 336 cities with over 14,000 retail stores, complemented by online-offline integration driving significant sales and improved customer satisfaction, alongside strategic partnerships and international expansion - As of June 30, 2025, the offline distribution network covered 336 cities across 31 provincial-level administrative regions in mainland China, with over 14,000 offline retail stores42 - Online and offline integration led to sales of approximately 300,000 electric two-wheelers in the past year, with customer satisfaction increasing by 20% year-on-year43 - Established a strategic partnership with Hellobike and became a major supplier for Didi Qingju and Meituan4547 - During the reporting period, the company expanded its international business, entering 3 new countries and achieving significant development in South Asia and Africa4648 Marketing The company's marketing strategy, centered on "One Vehicle for Ten Years," successfully engaged young female consumers through celebrity endorsements and IP collaborations, achieving over 1 billion online exposures and significant sales growth on Douyin, earning recognition as a "China's 500 Most Valuable Brands" - Marketing theme: "One Vehicle for Ten Years," enhancing deep interaction with consumers50 - Expanded into the young female consumer market, inviting Liang Jie as "Spring Riding Ambassador" and launching co-branded products with the popular IP "ZANMANG LOOPY"50 - Live streaming marketing achieved significant results: content exposure in collaboration with Wuyou Media exceeded 1 billion views, online sales surpassed RMB 500 million, and total sales on the Douyin platform grew by 72.7%50 - The company was recognized by World Brand Lab as one of "China's 500 Most Valuable Brands"51 Environmental, social, and governance The company actively promotes electric two-wheeler battery safety through public awareness campaigns and achieves carbon reduction through core technologies like liquid-cooled motors, digital battery systems, and solid-state electrical systems, with its new Chongqing smart factory adhering to "green factory" standards - Launched the "National Safety Public Welfare Campaign" to promote electric two-wheeler battery safety knowledge and preventive measures52 - Utilizes three core technologies—liquid-cooled motors, digital battery systems, and solid-state electrical systems—to enhance product energy efficiency and safety, promote resource conservation and recycling, and achieve carbon reduction55 - The newly constructed Chongqing smart production factory strictly adheres to "green factory" standards, exploring carbon neutrality practices across the entire product lifecycle56 Outlook The company has identified new growth opportunities and developed a comprehensive strategic roadmap, prioritizing high-end electric-assist bicycles and expanding into electric mobility ecosystem services in 2025, anticipating strong market growth and a shift towards quality-driven competition - In 2025, the company will prioritize the development of high-end electric-assist bicycles and strategically expand into electric mobility ecosystem services, including battery swapping infrastructure, shared mobility solutions, and enhanced after-sales services57 - The Chinese electric bicycle market is expected to experience strong growth, with market competition shifting from price to quality-driven factors58 - The electric-assist bicycle market value is projected to grow from USD 35 billion in 2024 to USD 62 billion by 2030, with a compound annual growth rate of nearly 10%64 Sustained Reinforcement of Technological Barriers The company plans to enhance its digital battery management system through improved thermal management and low-temperature performance, while establishing a unified R&D platform for standardized modular design and streamlined development - Plans to further enhance its digital battery management system by improving thermal management and low-temperature performance, thereby extending battery life and addressing critical safety concerns60 - Aims to establish a unified R&D platform, standardize modular design protocols, and streamline development processes to rapidly respond to market demands62 Strategic Intelligent Manufacturing Transformation The company plans to implement automation, industrial internet connectivity, digital twin technology, and AI in manufacturing, aiming to build a demonstration smart factory and achieve national recognition by 2026, expecting significant improvements in quality consistency and reduced production costs - Plans to implement automation and industrial internet connectivity, introduce digital twin technology and artificial intelligence into manufacturing processes, and develop standardized and modular component systems61 - Aims to build a demonstration smart factory and achieve national recognition by 202661 - This transformation is expected to significantly improve quality consistency while reducing production costs upon implementation63 Proactive Market Demand Cultivation The electric-assist bicycle market is projected to grow significantly, with the company launching its high-end "LYVA" brand and expanding into ecosystem services including battery swapping, rental services, and smart device after-sales to diversify revenue and address consumer needs - The electric-assist bicycle market value is projected to grow from USD 35 billion in 2024 to USD 62 billion by 2030, with a compound annual growth rate of nearly 10%64 - Launched the "LYVA" high-end electric-assist bicycle brand, with its first self-operated store in Hangzhou West Lake in trial operation, planning to enter the RMB 10,000-level market67 - The LYVA brand integrates AI riding algorithms and a mid-drive motor system, collaborating with top universities like Peking University and Beijing Sport University to develop personalized "exercise prescriptions" for electric-assist products70 - Developing three complementary business lines: battery swapping services, scenic/campus/urban transportation rental services (the "Yuanxingzhe" platform project won the "Gelonhui Golden Grid Award · ESG Excellence Project"), and smart device modification after-sales services7375 Financial Review This section provides a detailed review of the company's financial performance during the reporting period, including revenue, cost of sales, gross profit, various expenses, other income and gains, financial assets, receivables and payables, capital structure, liquidity, financial resources, and capital expenditures - Revenue increased by 22.2% year-on-year to RMB 3,095.7 million, primarily driven by technology-driven product upgrades, new retail model innovations, improved single-store efficiency, and store network expansion77 - Gross profit increased by 38.5% year-on-year to RMB 419.7 million, with gross profit margin improving by 1.6% to 13.6%8790 - Profit for the period increased by 66.9% year-on-year to RMB 110.1 million107 Revenue This section details the company's revenue breakdown by product category for the reporting period, highlighting the contribution of electric bicycles, electric scooters, batteries, and other components Revenue by Product Category | Product Category | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Proportion (2025) | Y-o-Y Change | | :--- | :--- | :--- | :--- | :--- | | Electric Bicycles | 1,996,788 | 1,545,677 | 64.5% | +29.2% | | Electric Scooters | 354,128 | 345,017 | 11.4% | +2.6% | | Batteries | 596,523 | 512,052 | 19.3% | +16.5% | | Electric Two-wheeler Components | 106,815 | 103,955 | 3.5% | +2.7% | | Other Products | 23,537 | 5,838 | 0.8% | +303.2% | | Total | 3,095,669 | 2,533,904 | 100.0% | +22.2% | Cost of Sales, Gross Profit and Gross Profit Margin This section presents the company's cost of sales, gross profit, and gross profit margin for the reporting period, showing a significant increase in gross profit and margin Cost of Sales, Gross Profit and Gross Profit Margin | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Cost of Sales | 2,675,949 | 2,230,962 | +19.9% | | Gross Profit | 419,720 | 302,942 | +38.5% | | Gross Profit Margin | 13.6% | 12.0% | +1.6% | Selling and Marketing Costs This section details the company's selling and marketing costs for the reporting period, which increased by 20.7% primarily due to expanded brand building, cross-media collaborations, new retail system upgrades, and increased share-based payment expenses Selling and Marketing Costs | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Selling and Marketing Costs | 182,032 | 150,811 | +20.7% | - Primarily attributed to expanded brand-building activities targeting specific groups, cross-media collaboration projects, new retail system upgrades, and increased share-based payment expenses91 Administrative Expenses This section outlines the company's administrative expenses for the reporting period, which increased by 8.2% mainly due to higher year-end bonuses for employees Administrative Expenses | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Administrative Expenses | 56,636 | 52,344 | +8.2% | - Primarily attributed to increased year-end bonuses for the Group's employees92 Research and Development Costs This section presents the company's research and development costs for the reporting period, which increased by 13.3% due to higher investment in new product development Research and Development Costs | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Research and Development Costs | 104,213 | 91,969 | +13.3% | - Primarily attributed to increased investment in new product development93 Reversal/(Provision) of Impairment on Financial Assets This section details the company's financial asset impairment reversal/(provision) for the reporting period, which shifted from a provision to a reversal primarily due to the recovery of historical bad debts Reversal/(Provision) of Impairment on Financial Assets | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Reversal/(Provision) of Impairment on Financial Assets | 5,054 | (474) | Shift from provision to reversal | - Primarily due to the recovery of historical bad debts94 Other Income This section presents the company's other income for the reporting period, which remained relatively stable with a slight decrease of 2.5% Other Income | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Other Income | 37,150 | 38,103 | -2.5% (relatively stable) | Other Expense This section details the company's other expenses for the reporting period, which decreased by 24.6% primarily due to a reduction in the scale of leased assets, leading to lower electricity and depreciation expenses Other Expense | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Other Expense | 3,591 | 4,761 | -24.6% | - Primarily attributed to a reduction in the scale of the Group's leased assets, leading to decreased electricity and depreciation expenses96 Other Gains – Net This section presents the company's net other gains for the reporting period, which decreased by 80.6% primarily due to reduced fair value changes in financial assets at fair value through profit or loss and lower exchange gains Other Gains – Net | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Other Gains – Net | 2,658 | 13,676 | -80.6% | - Primarily due to a decrease in fair value changes of financial assets at fair value through profit or loss resulting from reduced large-denomination deposit investments, as well as lower exchange gains104 Finance Income – Net This section details the company's net finance income for the reporting period, which decreased by 97.5% primarily due to reduced interest income from bank deposits after utilizing proceeds from the global offering Finance Income – Net | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Finance Income – Net | 314 | 12,520 | -97.5% | - Primarily due to reduced interest income from bank deposits after utilizing proceeds from the global offering105 Income Tax Expenses This section presents the company's income tax expenses for the reporting period, which increased significantly by 892.7% in line with the growth in profit for the period Income Tax Expenses | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Income Tax Expenses | 7,108 | 716 | +892.7% | - Consistent with the Group's profit growth for the period106 Profit for the Period This section highlights the company's profit for the period, which increased by 66.9% year-on-year Profit for the Period | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Profit for the Period | 110,116 | 65,988 | +66.9% | Inventories This section details the company's inventory levels, which remained relatively stable with a slight increase of 0.5% Inventories | Metric | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Inventories | 304,611 | 303,068 | +0.5% (relatively stable) | Trade Receivables This section presents the company's trade receivables, which increased by 26.9% primarily due to a simultaneous increase in orders from corporate and institutional clients Trade Receivables | Metric | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Trade Receivables | 396,671 | 312,700 | +26.9% | - Primarily due to a simultaneous increase in orders from corporate and institutional clients109 Other Receivables and Prepayments This section details the company's other receivables and prepayments, which increased by 14.0% primarily due to higher prepayments for raw materials for strategic reserves, while loans to third parties remained stable Other Receivables and Prepayments | Metric | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Other Receivables and Prepayments | 473,666 | 415,338 | +14.0% | - Primarily due to increased prepayments for raw materials for strategic reserves116 - Loans provided to third parties (supporting dealer operations) remained at RMB 3.4 million117 Property, Plant and Equipment This section presents the company's property, plant, and equipment, which increased by 1.4% primarily due to additional machinery and equipment for new production bases Property, Plant and Equipment | Metric | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Property, Plant and Equipment | 1,273,473 | 1,255,334 | +1.4% | - Primarily due to increased machinery and equipment for new production bases119 Financial Assets at Fair Value Through Profit or Loss ("FVTPL") This section details the company's financial assets at FVTPL, which increased by 40.8% primarily due to an increase in large-denomination deposits, resulting in a fair value change gain of RMB 8.2 million during the reporting period Financial Assets at Fair Value Through Profit or Loss | Metric | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Financial Assets at Fair Value Through Profit or Loss | 692,349 | 491,659 | +40.8% | - Primarily attributed to an increase in large-denomination deposits120 - During the reporting period, the company recorded a fair value change gain of RMB 8.2 million120 Trade Payables This section presents the company's trade payables, which increased by 86.5% primarily due to higher procurement volumes driven by increased sales Trade Payables | Metric | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Trade Payables | 901,141 | 483,294 | +86.5% | - Primarily due to increased procurement volumes as sales grew125 Capital Structure This section provides key metrics on the company's capital structure, showing increases in total assets, total liabilities, and total asset-to-liability ratio, while the current ratio remained stable Capital Structure Key Metrics | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Total Assets | 5,384.0 million RMB | 4,324.3 million RMB | +24.5% | | Total Liabilities | 3,803.9 million RMB | 2,826.6 million RMB | +34.6% | | Total Asset-to-Liability Ratio | 70.7% | 65.4% | +5.3% | | Current Ratio | 1.09 times | 1.06 times | +0.03 times | Liquidity, Financial Resources and Gearing Ratio This section details the company's liquidity, financial resources, and gearing ratio, showing a significant increase in cash and cash equivalents due to sales growth, and a higher gearing ratio driven by new production base needs and increased bank borrowings Liquidity and Gearing Ratio | Metric | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 1,060,232 | 554,505 | +91.2% | | Gearing Ratio | 81.5% | 68.1% | +13.4% | | Interest-bearing Bank and Other Borrowings | 1,261,900 | 1,002,300 | +25.9% | - The increase in cash and cash equivalents is primarily attributed to increased net cash flow from operating activities driven by sales growth128 - The increase in gearing ratio is primarily due to the need to establish new production bases and increased bank borrowings132 - As of June 30, 2025, total bank credit facilities amounted to RMB 3,736.0 million, with RMB 2,485.9 million utilized134 Capital Expenditures This section presents the company's capital expenditures, which increased by 7.6% primarily for expanding production capacity, including constructing additional facilities and upgrading existing machinery and equipment Capital Expenditures | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Capital Expenditures | 150,300 | 139,600 | +7.6% | - Primarily used for expanding production capacity, including the construction of additional production facilities and the upgrade of existing machinery and equipment135 Other Management Discussion and Analysis This section covers non-financial operational aspects, including foreign exchange risk management, human resources, contingent liabilities, asset pledges, significant investments, and the use of proceeds, with no interim dividend recommended - The company does not engage in foreign exchange hedging but closely manages foreign exchange risk141 - As of June 30, 2025, the total number of employees was 2,986, with total staff costs increasing by 11.7% to RMB 273.8 million142 - As of June 30, 2025, the company had no significant contingent liabilities149152 Foreign Exchange Risk and Hedging The company primarily settles transactions in RMB, exposing it to foreign exchange risks in USD and HKD, which are managed through regular reviews of net foreign exchange exposure without active hedging - The company primarily settles transactions in RMB, facing foreign exchange risks in USD and HKD140 - As of the reporting date, the company had not hedged against foreign exchange risk but manages it through regular reviews of the Group's net foreign exchange exposure141 Human Resources As of June 30, 2025, the company had 2,986 employees, with total staff expenses increasing by 11.7% due to higher share-based payment expenses and business growth, supported by pre-IPO and post-IPO share schemes to attract and incentivize qualified employees - As of June 30, 2025, the company had a total of 2,986 employees142 - Total staff expenses increased by approximately 11.7% to RMB 273.8 million, primarily due to increased share-based payment expenses and the impact of business growth142 - The company adopted pre-IPO and post-IPO share schemes to attract, reward, incentivize, retain, compensate, and/or provide benefits to eligible employees146150151 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 liabilities149152 Pledge of Assets As of June 30, 2025, certain property, plant, and equipment, right-of-use assets, and certificates of deposit were pledged as collateral for borrowings and bills payable, along with the 100% equity interest and certain patents of a wholly-owned subsidiary - As of June 30, 2025, property, plant, and equipment with a net book value of RMB 383.6 million and right-of-use assets of RMB 46.1 million were pledged as collateral for borrowings154 - Certificates of deposit totaling RMB 635.0 million were pledged as security for bills payable154 - The 100% equity interest in the wholly-owned subsidiary Guangxi Luyuan Electric Vehicle Co., Ltd. and certain patents were pledged as security for bank borrowings155 Significant Investment, Acquisition and Disposal of Subsidiaries, Associates and Joint Ventures As of June 30, 2025, the Group held no significant investments and did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period - As of June 30, 2025, the Group held no significant investments156 - During the reporting period, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures156 Use of Proceeds The net proceeds from the global offering, approximately HKD 706.4 million, have been partially reallocated to support the construction of a new production facility in Chongqing, with remaining funds for R&D and international market expansion expected to be fully utilized by the end of 2025 - Net proceeds from the global offering were approximately HKD 706.4 million160 - The Board resolved to reallocate HKD 42.0 million of unutilized net proceeds for the construction of a new production facility in Chongqing, a city in southwestern China161 - Upon commencement of operations, the Chongqing factory's production capacity is expected to gradually reach approximately 2 million units per year by 2026161 - A portion of the unutilized net proceeds allocated for R&D of new products and technologies and international market expansion is expected to be fully utilized by the end of 2025173 Events After the Reporting Period Except as disclosed in this report and Note 22 to the financial statements, no significant events materially affecting the Group's operations and financial performance occurred after June 30, 2025 - Except as disclosed in this report and Note 22 to the financial statements, no significant events materially affecting the Group's operations and financial performance occurred after June 30, 2025176 No Material Change There have been no material changes in the Group's business since the publication of its annual report for the year ended December 31, 2024, on April 23, 2025 - There have been no material changes in the Group's business since the publication of its annual report for the year ended December 31, 2024, on April 23, 2025177 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, 2025178183 Other Information This section provides additional information on the company's listed securities, share schemes, director changes, interests of directors and substantial shareholders, emolument policy, corporate governance, and audit committee review 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 listed securities, and as of June 30, 2025, the company held 16,497,000 treasury shares for potential future use - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities185 - As of June 30, 2025, the company held 16,497,000 treasury shares186 Share Schemes The company has adopted pre-IPO and post-IPO share schemes to attract, incentivize, and retain eligible employees, aligning their interests with the company and shareholders, with specific grants of options and awards and a post-period grant of options - The company adopted pre-IPO and post-IPO share schemes to attract, reward, incentivize, retain, compensate, and/or provide benefits to eligible employees188213 - As of June 30, 2025, 15,073,035 share options under the pre-IPO share scheme remained unexercised, with an exercise price of zero147206 - As of June 30, 2025, 8,291,000 share awards under the post-IPO share scheme remained unvested, with a purchase price of zero242408 - Subsequent to the reporting period, on July 3, 2025, the Board resolved to grant 6,348,000 post-IPO share options to 102 eligible participants, with an exercise price of HKD 8.00247428 Pre-IPO Share Scheme The pre-IPO share scheme, adopted on July 20, 2023, with a 10-year validity, granted 16,736,000 share options with a zero exercise price to 108 eligible participants, with 15,073,035 options remaining unexercised as of June 30, 2025, and no new grants after listing - The pre-IPO share scheme was adopted on July 20, 2023, with a validity period of 10 years195 - 16,736,000 share options were granted to 108 eligible participants, with an exercise price of zero147200211 - As of June 30, 2025, 15,073,035 share options remained unexercised206 - No new share options or share awards will be granted after listing200204 Post-IPO Share Scheme The post-IPO share scheme, conditionally approved on August 21, 2023, with a 10-year validity, allows for share awards or options with specific pricing rules; as of June 30, 2025, 8,291,000 share awards remained unexercised, and a post-period grant of 6,348,000 options was made - The post-IPO share scheme was conditionally approved and adopted on August 21, 2023, with a validity period of 10 years213227 - Awards can be in the form of share awards or share options; the purchase price for share awards can be zero, and the exercise price for share options shall not be less than the higher of the closing price on the grant date or the average closing price for the preceding five days218232233235 - As of June 30, 2025, 8,316,500 share awards had been granted, of which 25,500 were cancelled, with 8,291,000 remaining unexercised at period-end242408 - Subsequent to the reporting period, on July 3, 2025, the Board resolved to grant 6,348,000 post-IPO share options to 102 eligible participants, with an exercise price of HKD 8.00247428 Changes in Directors' Information As of the reporting date, there were no changes in directors' information required to be disclosed under Rule 13.51B(1) of the Listing Rules - There were no changes in directors' information required to be disclosed under Rule 13.51B(1) of the Listing Rules259261 Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, the company's directors and chief executive held interests in the company's shares, underlying shares, and debentures, with Mr. Ni Jie and Ms. Hu Jihong, as controlling shareholders, holding approximately 34.33% and 30.75% of shares respectively through controlled corporations and spousal interests Directors' and Chief Executive's Shareholdings | Director Name | Capacity/Nature of Interest | Number of Shares/Underlying Shares (L) | Approximate Percentage of Total Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Ni Jie | Interest in controlled corporation | 146,464,000 | 34.33% | | Mr. Ni Jie | Spouse's interest | 131,200,000 | 30.75% | | Ms. Hu Jihong | Interest in controlled corporation | 146,464,000 | 34.33% | | Ms. Hu Jihong | Spouse's interest | 131,200,000 | 30.75% | | Mr. Chen Guosheng | Beneficial owner | 1,897,100 | 0.44% | | Ms. Ni Boyuan | Beneficial owner | 128,000 | 0.03% | - Mr. Ni Jie and Ms. Hu Jihong are spouses and are deemed to be interested in each other's shareholdings269 Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, substantial shareholders held interests in the company's shares or underlying shares, with Mr. Ni Jie and Ms. Hu Jihong holding approximately 34.33% and 30.75% respectively through controlled corporations (Drago Investments and Apex Marine) and spousal interests Substantial Shareholders' Shareholdings | Shareholder Name/Entity | Capacity/Nature of Interest | Number of Shares/Underlying Shares (L) | Approximate Percentage of Total Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Ni Jie | Interest in controlled corporation | 146,464,000 | 34.33% | | Mr. Ni Jie | Spouse's interest | 131,200,000 | 30.75% | | Ms. Hu Jihong | Interest in controlled corporation | 146,464,000 | 34.33% | | Ms. Hu Jihong | Spouse's interest | 131,200,000 | 30.75% | | Apex Marine | Beneficial owner | 131,200,000 | 30.75% | | Drago Investments | Beneficial owner | 131,200,000 | 30.75% | - Mr. Ni and Ms. Hu are spouses, and both are deemed to be interested in the shares in which the other is deemed to have an interest278 Emolument Policy The company values its employees as crucial long-term assets, focusing on attracting and retaining qualified staff through fair remuneration, comprehensive benefits, workplace safety, social security participation, and long-term incentives via share schemes, with the Remuneration Committee overseeing executive compensation - The company regards employees as important assets for long-term development and places great emphasis on attracting and recruiting qualified employees275 - Remuneration packages include wages, employee benefits, workplace safety and health conditions, and participation in various social security schemes277 - The company implements share incentive schemes to provide long-term motivation and encouragement to employees277 - The Remuneration Committee is responsible for reviewing the remuneration policy and structure for directors and senior management279 Compliance with the Corporate Governance Code The company is committed to maintaining and implementing stringent corporate governance, fully complying with the Corporate Governance Code set out in Appendix C1 of the Listing Rules, and will continue to review and monitor its corporate governance status - The company is committed to maintaining and implementing stringent corporate governance and has fully complied with the code provisions set out in the Corporate Governance Code281282284285 Compliance with the Model Code for Securities Transactions The company has adopted the Model Code for Securities Transactions as its code of conduct for directors' securities dealings, with all directors confirming strict compliance during the reporting period, and has established guidelines for employees with unpublished inside information, with no non-compliance incidents found - The company has adopted the Model Code set out in Appendix C3 of the Listing Rules as the code of conduct for the Group's directors in securities transactions283 - All directors confirmed their strict compliance with the Model Code throughout the reporting period286 - The company has established written guidelines, no less exacting than the Model Code, for relevant employees who may possess unpublished inside information, and no non-compliance incidents were found during the reporting period288291 Rights to Acquire the Company's Securities and Equity-Linked Agreements Excluding disclosures related to share schemes, neither the company nor its subsidiaries entered into any arrangements during the reporting period that would grant directors, the chief executive, or their associates rights to subscribe for company securities or benefit from acquiring shares or debentures, nor did the company enter into any equity-linked agreements - Except for disclosures related to share schemes, during the reporting period, neither the company nor any of its subsidiaries entered into any arrangements that would grant the company's directors or chief executive or their respective associates any rights to subscribe for securities of the company or any of its associated corporations289 - The company also did not enter into any equity-linked agreements289 Audit Committee and Review of Financial Information As of the reporting date, the company's Audit Committee, comprising three independent non-executive directors with Mr. Wu Xiaoya as chairman, has reviewed the Group's accounting principles, practices, risk management, internal controls, and financial reporting matters, including the interim results for the six months ended June 30, 2025 - The company's Audit Committee comprises three independent non-executive directors, with Mr. Wu Xiaoya, the chairman, possessing the appropriate professional qualifications as required by the Listing Rules290 - The Audit Committee, together with management, has reviewed the accounting principles and practices adopted by the Group and discussed matters related to risk management, internal controls, and financial reporting, including the review of the interim results for the six months ended June 30, 2025293 Unaudited Condensed Consolidated Income Statement This section presents the unaudited condensed consolidated income statement for the six months ended June 30, 2025 Unaudited Condensed Consolidated Income Statement For the six months ended June 30, 2025, the company reported revenue of RMB 3,095.7 million, profit for the period of RMB 110.1 million, and basic earnings per share of RMB 0.29 Unaudited Condensed Consolidated Income Statement | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Revenue | 3,095,669 | 2,533,904 | | Gross Profit | 419,720 | 302,942 | | Operating Profit | 118,110 | 54,362 | | Profit for the period | 110,116 | 65,988 | | Basic earnings per share (RMB) | 0.29 | 0.16 | Unaudited Condensed Consolidated Statement of Comprehensive Income This section presents the unaudited condensed consolidated statement of comprehensive income for the six months ended June 30, 2025 Unaudited Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the company reported a profit for the period of RMB 110.1 million and total comprehensive income of RMB 109.3 million, primarily influenced by exchange differences and fair value changes of debt instruments Unaudited Condensed Consolidated Statement of Comprehensive Income | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Profit for the period | 110,116 | 65,988 | | Exchange differences on translation of overseas operations | 7,803 | (4,024) | | Exchange differences on translation of the Company | (8,471) | 4,912 | | Other comprehensive (loss)/income for the period, net of tax | (825) | 888 | | Total comprehensive income for the period | 109,291 | 66,876 | Unaudited Condensed Consolidated Balance Sheet This section presents the unaudited condensed consolidated balance sheet as of June 30, 2025 Unaudited Condensed Consolidated Balance Sheet As of June 30, 2025, the company's total assets were RMB 5,384.0 million, with current assets at RMB 3,705.1 million, total equity at RMB 1,580.1 million, and total liabilities at RMB 3,803.9 million Unaudited Condensed Consolidated Balance Sheet | Metric | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Total Assets | 5,384,029 | 4,324,343 | | Non-current assets | 1,678,949 | 1,656,054 | | Current assets | 3,705,080 | 2,668,289 | | Total equity | 1,580,138 | 1,497,732 | | Total liabilities | 3,803,891 | 2,826,611 | Unaudited Condensed Consolidated Statement of Changes in Equity This section presents the unaudited condensed consolidated statement of changes in equity for the six months ended June 30, 2025 Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the company's total equity increased from RMB 1,497.7 million at the beginning of the period to RMB 1,580.1 million, primarily influenced by profit for the period, share-based payment expenses, and transfers to statutory reserves, alongside a dividend payment of RMB 56.6 million Unaudited Condensed Consolidated Statement of Changes in Equity | Metric | January 1, 2025 (RMB'000) | June 30, 2025 (RMB'000) | | :--- | :--- | :--- | | Total Equity (Beginning of Period) | 1,497,732 | - | | Profit for the period | 110,116 | - | | Share-based payment expenses | 31,054 | - | | Dividends paid | (56,628) | - | | Total Equity (End of Period) | - | 1,580,138 | Unaudited Condensed Consolidated Statement of Cash Flows This section presents the unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2025 Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities significantly increased to RMB 815.5 million, net cash used in investing activities was RMB 489.9 million, and net cash from financing activities was RMB 180.5 million, with cash and cash equivalents totaling RMB 1,060.2 million at period-end Unaudited Condensed Consolidated Statement of Cash Flows | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Net cash from operating activities | 815,510 | 43,619 | | Net cash used in investing activities | (489,905) | (138,546) | | Net cash from financing activities | 180,458 | 254,221 | | Net increase in cash and cash equivalents | 506,063 | 159,294 | | Cash and cash equivalents at end of period | 1,060,232 | 1,160,155 | Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed notes to the unaudited condensed consolidated financial statements, covering general information, accounting policies, revenue, expenses, financial instruments, and related party transactions General Information The company, incorporated in the Cayman Islands on February 18, 2009, primarily engages in the electric vehicle business in China, with Mr. Ni Jie and Ms. Hu Jihong as ultimate controlling shareholders, and its shares listed on the Hong Kong Stock Exchange on October 12, 2023 - The company was incorporated in the Cayman Islands on February 18, 2009304 - Primarily engaged in the electric vehicle business in China304 - The ultimate controlling shareholders are Mr. Ni Jie and Ms. Hu Jihong305 - The company's shares were listed on the Hong Kong Stock Exchange on October 12, 2023305 Accounting Policies These interim financial statements are prepared in accordance with HKEX Listing Rules and HKAS 34, adopting the same accounting policies as the 2024 annual financial statements, with new standards effective January 1, 2025, having no significant impact, while the company assesses HKFRS 18's effect on the statement of comprehensive income presentation - The interim financial statements are prepared in accordance with the Hong Kong Stock Exchange Listing Rules and Hong Kong Accounting Standard 34307310 - The accounting policies adopted are consistent with those used in the 2024 annual financial statements, and new standards effective January 1, 2025, have no significant impact on financial position or operating results312316318 - The company is assessing the potential impact of HKFRS 18 on the presentation of the consolidated statement of comprehensive income319320 Revenue and Segment Reporting For the six months ended June 30, 2025, the company reported goods sales revenue of RMB 3,077.8 million and service revenue of RMB 17.9 million, with revenue primarily recognized at a point in time; the company operates a single reportable segment in electric vehicle development, manufacturing, and sales, with no geographical information presented due to over 90% of revenue and assets being in China Revenue Breakdown | Revenue Source | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Sales of goods | 3,077,791 | 2,512,539 | | Revenue from services | 17,878 | 21,365 | | Total | 3,095,669 | 2,533,904 | - The company has only one reportable operating segment, which is the development, manufacturing, and sale of electric vehicles and related accessories331 - Due to over 90% of revenue and operating profit originating from China, and over 90% of non-current assets and liabilities located in China, no geographical information is presented332334 Other Income and Expense For the six months ended June 30, 2025, the company's other income was RMB 37.2 million, primarily government grants of RMB 23.2 million, while other expenses totaled RMB 3.6 million, mainly comprising costs for obsolete materials and work-in-progress Other Income and Expense | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Other Income | 37,150 | 38,103 | | Of which: Government grants | 23,237 | 27,149 | | Other Expense | (3,591) | (4,761) | - Government grants primarily include general support from local governments, employment stabilization subsidies, tax refunds, and other subsidies337 Other Gains – Net For the six months ended June 30, 2025, the company's net other gains were RMB 2.7 million, primarily including fair value change gains of RMB 8.2 million from financial assets at fair value through profit or loss, but offset by exchange losses and losses from the disposal of financial assets Other Gains – Net | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Exchange (loss)/gain | (332) | 5,005 | | Fair value change of financial assets at fair value through profit or loss | 8,225 | 11,806 | | Loss on disposal of financial assets at fair value through other comprehensive income | (3,706) | (3,217) | | Total | 2,658 | 13,676 | Expenses by Nature For the six months ended June 30, 2025, the company's total expenses, including cost of sales, selling and marketing costs, administrative expenses, and R&D costs, amounted to RMB 3,018.8 million, with raw materials and consumables usage at RMB 2,498.6 million and employee benefit expenses at RMB 192.4 million Expenses by Nature | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Raw materials and consumables used | 2,498,573 | 2,067,992 | | Employee benefit expenses | 192,355 | 179,455 | | Advertising expenses | 61,613 | 51,835 | | Outsourcing labor costs | 81,430 | 65,649 | | Research and development costs | 104,213 | 91,969 | | Total | 3,018,830 | 2,526,086 | Finance Income – Net For the six months ended June 30, 2025, the company's net finance income was RMB 0.3 million, with finance costs primarily comprising interest on bank and other borrowings of RMB 9.7 million, and finance income mainly from bank deposit interest of RMB 10.4 million Finance Income – Net | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Interest on bank and other borrowings | (9,650) | (11,246) | | Interest on lease liabilities | (445) | (166) | | Interest income from bank deposits | 10,409 | 23,932 | | Net finance income | 314 | 12,520 | Income Tax Expenses For the six months ended June 30, 2025, the company's income tax expenses significantly increased to RMB 7.1 million, reflecting the general 25% corporate income tax rate in China, with preferential rates for high-tech and small-profit enterprises, and deferred tax liabilities recognized for expected distributions of Chinese subsidiary retained earnings Income Tax Expenses | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | China corporate income tax | 19,272 | 11,872 | | Deferred income tax | (12,164) | (11,156) | | Total income tax expenses | 7,108 | 716 | - The general China corporate income tax rate is 25%, with preferential tax rates for certain high-tech enterprises and small-profit enterprises347 - Deferred tax liabilities of RMB 2,344,000 were recognized for retained earnings of Chinese subsidiaries expected to be distributed in the foreseeable future349 Earnings Per Share For the six months ended June 30, 2025, the company's basic earnings per share were RMB 0.29, and diluted earnings per share were RMB 0.28, with diluted earnings reflecting adjustments for share-based compensation Earnings Per Share | Metric | June 30, 2025 (RMB) | June 30, 2024 (RMB) | | :--- | :--- | :--- | | Basic earnings per share | 0.29 | 0.16 | | Diluted earnings per share | 0.28 | 0.16 | - The calculation of diluted earnings considers share options and awards granted to employees under the pre-IPO and post-IPO share schemes356357 Property, Plant and Equipment For the six months ended June 30, 2025, the company acquired property, plant, and equipment at a cost of RMB 74.3 million, with certain buildings and construction in progress, totaling RMB 383.6 million in net book value, pledged as collateral for bank loans - For the six months ended June 30, 2025, the company acquired property, plant, and equipment at a cost of RMB 74,342,000361 - As of June 30, 2025, certain buildings and construction in progress with a total net book value of RMB 383,645,000 were pledged as collateral for the Group's bank loans362363 Inventories As of June 30, 2025, the company's total inventories amounted to RMB 304.6 million, primarily comprising finished goods, raw materials, and work-in-progress, with the cost of inventories recognized in cost of sales during the reporting period being RMB 2,498.6 million Inventory Composition | Inventory Category | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Raw materials | 75,840 | 83,885 | | Work-in-progress | 24,183 | 22,057 | | Finished goods | 203,890 | 196,611 | | Goods in transit | 698 | 515 | | Total | 304,611 | 303,068 | - For the six months ended June 30, 2025, the amount of inventories recognized in cost of sales was approximately RMB 2,498,573,000368 Trade and Notes Receivables As of June 30, 2025, the company's trade receivables (current) totaled RMB 396.7 million and notes receivables were RMB 45.9 million, with the majority of trade receivables (current) being due within one year and denominated in RMB Trade and Notes Receivables | Metric | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Trade receivables – current (net) | 396,671 | 312,216 | | Notes receivables (net) | 45,912 | 48,086 | | Total | 442,583 | 360,302 | - Of the current trade receivables, RMB 395,764,000 were due within one year373 - The majority of the Group's trade and notes receivables are denominated in RMB376 Other Receivables and Prepayments As of June 30, 2025, the company's non-current other receivables and prepayments amounted to RMB 188.7 million, and current amounted to RMB 284.9 million, totaling RMB 473.7 million, with the current portion primarily including RMB 91.0 million in prepayments for raw materials Other Receivables and Prepayments | Category | June 30, 2025 (RMB'000) | December 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Non-current other receivables and prepayments | 188,738 | 177,373 | | Current other receivables and prepayments | 284,928 | 237,965 | | Total | 473,666 | 415,338 | - The current portion primarily includes prepayments for raw materials of RMB 90,957,000378 Dividends For the six months ended June 30, 2025, the company distributed a final dividend of RMB 56.6 million (HKD 0.15 per fully paid share) for the year ended December 31, 2024 Dividends Paid | Metric | June 30, 2025 (RMB'000) | June 30, 2024 (RMB'000) | | :--- | :--- | :--- | | Final dividend paid for 2024 | 56,628 | – | - HKD 0.15 per fully paid share379 [Trade and Notes and Other Payables](ind
绿源集团控股(02451) - 2025 - 中期财报