大洋集团(01991) - 2025 - 中期财报

Company Information This section details the company's governance structure, including its board and committees, along with fundamental corporate information such as auditors and registration details Board of Directors and Committees The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, supported by executive, audit, nomination, and remuneration committees to ensure robust corporate governance - The Board members include executive directors such as Ms. Shi Qi (Chairperson) and Mr. Li Jiuhua (CEO), non-executive directors like Mr. Chen Junkung, and independent non-executive directors such as Mr. Chen Shaoda[4] - The company has an Executive Committee, Audit Committee, Nomination Committee, and Remuneration Committee, each with clearly defined chairpersons and members[4] - Dr. Feng Xin was appointed as an independent non-executive director and a member of the Audit, Nomination, and Remuneration Committees on February 18, 2025, while Ms. Wang Lina and Mr. Zheng Changxing resigned concurrently[4] Company Basic Information The company appointed Rongcheng (Hong Kong) Certified Public Accountants Limited as its auditor, is registered in the Cayman Islands, with its principal place of business in Central, Hong Kong, and details its share registrar, principal bankers, website, financial year-end, and stock code - The auditor is Rongcheng (Hong Kong) Certified Public Accountants Limited[5] - The registered office is in the Cayman Islands, and the principal place of business in Hong Kong is on the 22nd Floor, H Code, 45 Pottinger Street, Central, Hong Kong[5] - The stock code is 1991, and the financial year-end is December 31[5] Condensed Consolidated Statement of Profit or Loss This section presents the company's financial performance, highlighting revenue, gross profit, and net profit or loss for the reporting period Performance Overview for the Period For the six months ended June 30, 2025, the company's revenue decreased by 43.5% year-on-year, but gross profit significantly increased by 66.4%, turning a loss into a profit of HKD 2,411 thousand for the period, with a notable reduction in loss per share Condensed Consolidated Statement of Profit or Loss Key Data (For the six months ended June 30) | Indicator | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 290,663 | 514,096 | | Cost of sales | (228,865) | (476,972) | | Gross profit | 61,798 | 37,124 | | Profit / (Loss) before tax | 2,434 | (30,895) | | Profit / (Loss) for the period | 2,411 | (31,657) | | Profit / (Loss) for the period attributable to owners of the company | (12,116) | (18,833) | | Basic and diluted loss per share (HK cents) | (8.45) | (14.41) | - Revenue decreased by 43.5% year-on-year, primarily due to retail business restructuring and intensified competition in the digital marketing market[7] - Gross profit increased by 66.4% year-on-year, indicating effective cost control or product portfolio optimization[7] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This section details the company's total comprehensive income, including profit or loss for the period and other comprehensive income/expenses Comprehensive Income Overview For the six months ended June 30, 2025, the company's profit for the period turned positive, but other comprehensive expenses resulted in a total comprehensive expense of HKD 7,798 thousand for the period, a significant reduction from the prior year Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (For the six months ended June 30) | Indicator | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Profit / (Loss) for the period | 2,411 | (31,657) | | Other comprehensive (expense) / income | (10,209) | 4,230 | | Total comprehensive expense for the period (net of income tax) | (7,798) | (27,427) | | Total comprehensive expense for the period attributable to owners of the company | (22,325) | (15,217) | | Total comprehensive expense for the period attributable to non-controlling interests | 14,527 | (12,210) | - Exchange differences arising from the translation of overseas operations shifted from an income of HKD 4,030 thousand in 2024 to an expense of HKD 9,907 thousand in 2025[8] - Fair value gains on financial assets measured at fair value through other comprehensive income changed from HKD 200 thousand in 2024 to an expense of HKD 302 thousand in 2025[8] Condensed Consolidated Statement of Financial Position This section provides a snapshot of the company's financial position, detailing its assets, liabilities, and equity at the reporting date Assets and Liabilities Overview As of June 30, 2025, the company's non-current assets slightly decreased, both current assets and current liabilities increased, net current liabilities slightly improved, and total equity grew Condensed Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator | 2025 (Thousand HKD) | 2024 December 31 (Thousand HKD) | | :--- | :--- | :--- | | Non-current assets | 227,243 | 230,591 | | Current assets | 485,883 | 385,430 | | Current liabilities | 619,448 | 520,443 | | Net current liabilities | (133,565) | (135,013) | | Total equity | 34,601 | 30,399 | | Non-current liabilities | 59,077 | 65,179 | - Trade and other receivables increased from HKD 286,122 thousand as of December 31, 2024, to HKD 381,589 thousand as of June 30, 2025[10] - Bank balances and cash decreased from HKD 11,924 thousand as of December 31, 2024, to HKD 7,304 thousand as of June 30, 2025[10] Condensed Consolidated Statement of Changes in Equity This section outlines the changes in the company's equity components, including share capital, reserves, and retained earnings, over the reporting period Equity Movement Analysis For the six months ended June 30, 2025, equity attributable to owners of the company decreased due to loss for the period and other comprehensive expenses, but non-controlling interests significantly increased due to profit for the period, while share capital increased by HKD 12,000 thousand due to new share issuance Condensed Consolidated Statement of Changes in Equity Key Data (As of June 30) | Indicator | 2025 January 1 (Thousand HKD) | 2025 June 30 (Thousand HKD) | | :--- | :--- | :--- | | Equity attributable to owners of the company | 31,348 | 21,023 | | Non-controlling interests | (949) | 13,578 | | Total equity | 30,399 | 34,601 | | Share capital | 131,347 | 143,347 | | Accumulated losses | (1,065,203) | (1,077,319) | | Exchange reserve | 164,065 | 154,158 | - Profit for the period was HKD 2,411 thousand, with a loss attributable to owners of the company of HKD 12,116 thousand and profit attributable to non-controlling interests of HKD 14,527 thousand[13] - Share issuance resulted in an increase in share capital of HKD 12,000 thousand[13] Condensed Consolidated Statement of Cash Flows This section presents the company's cash inflows and outflows from operating, investing, and financing activities for the reporting period Cash Flow Overview For the six months ended June 30, 2025, net cash used in operating activities significantly decreased, net cash from financing activities increased, but investing activities shifted from a net inflow to a net outflow, resulting in an overall decrease in cash and cash equivalents Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended June 30) | Indicator | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Net cash used in operating activities | (9,304) | (35,797) | | Net cash (used in) / from investing activities | (2,739) | 18,656 | | Net cash from financing activities | 10,221 | 7,839 | | Net decrease in cash and cash equivalents | (1,822) | (9,302) | | Cash and cash equivalents at June 30 | 7,304 | 18,939 | - Net cash used in operating activities significantly decreased from HKD 35,797 thousand in 2024 to HKD 9,304 thousand in 2025, indicating improved operating efficiency[19] - Investing activities shifted from a net inflow of HKD 18,656 thousand in 2024 to a net outflow of HKD 2,739 thousand in 2025[19] Notes to the Condensed Consolidated Interim Financial Information This section provides detailed explanatory notes to the condensed consolidated interim financial information, covering accounting policies, segment performance, and financial instrument details 1. General Information Ocean Group Holdings Limited is incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange, primarily engaged in the manufacturing and sale of silicone products, retail services, healthcare and hotel services, and international digital marketing services. The company's functional currency is HKD, and its ultimate holding company is Lyton Maison Limited - The Group is principally engaged in the manufacturing and sale of silicone and related products, provision of retail services, provision of healthcare and hotel services, and provision of international digital marketing services[20] - The functional currency of the Group is HKD, except for subsidiaries established in China and the United Kingdom, which use RMB and GBP as their functional currencies, respectively[20] - As of June 30, 2025, the ultimate holding company of the Company is Lyton Maison Limited[20] 2. Basis of Preparation and Changes in Accounting Policies The condensed consolidated interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 and the Listing Rules of the Stock Exchange, adopting the historical cost basis, and new and revised standards effective January 1, 2025, have been adopted with no significant impact on financial performance - The condensed consolidated interim financial information has been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix 16 to the Listing Rules of the Stock Exchange[21] - The condensed consolidated interim financial information has been prepared on the historical cost basis, except for certain investment properties and financial instruments which are measured at fair value[22] - The application of the revised Hong Kong Financial Reporting Standards during the current period has had no material impact on the Group's performance and financial position for the current and prior periods and/or the disclosures set out in these condensed consolidated financial statements[24] 3. Revenue Revenue primarily derives from the sale of goods and online marketing solution services, with total revenue for the six months ended June 30, 2025, being HKD 290,663 thousand, a decrease compared to the same period last year - Revenue represents the fair value of the consideration received or receivable for the sale of goods and the provision of healthcare and hotel services to customers in the ordinary course of business, net of discounts and sales-related taxes[25] Revenue Composition (For the six months ended June 30) | Revenue Category | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Sale of goods – at a point in time | 104,387 | 178,788 | | Online marketing solution services – at a point in time | 186,276 | 335,308 | | Total Revenue | 290,663 | 514,096 | 4. Segment Information The Group's operating segments are categorized into silicone and related products, retail services, healthcare and hotel services, and online marketing solution services. In the first half of 2025, online marketing solution services contributed the largest revenue, while the silicone and related products segment performed best in terms of results - The Group's reportable and operating segments include: silicone and related products, retail services, healthcare and hotel services, and online marketing solution services[28] Segment Revenue and Results (For the six months ended June 30) | Segment | 2025 Revenue (Thousand HKD) | 2025 Results (Thousand HKD) | 2024 Revenue (Thousand HKD) | 2024 Results (Thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Silicone and related products | 102,048 | 14,115 | 118,369 | 9,396 | | Retail services | 2,339 | (7,097) | 60,419 | 628 | | Healthcare and hotel services | – | (11,278) | – | (2,580) | | Online marketing solution services | 186,276 | 24,227 | 335,308 | (22,182) | | Total | 290,663 | 19,967 | 514,096 | (14,738) | Segment Assets and Liabilities (As of June 30) | Segment | 2025 Assets (Thousand HKD) | 2025 Liabilities (Thousand HKD) | 2024 Assets (Thousand HKD) | 2024 Liabilities (Thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Silicone and related products | 158,520 | 218,689 | 235,928 | 210,596 | | Retail services | 24,003 | 4,427 | 19,232 | 3,450 | | Healthcare and hotel services | 101,546 | 225,175 | 100,739 | 213,560 | | International digital marketing | 197,654 | 138,375 | 114,032 | 79,925 | | Total Segments | 481,723 | 586,666 | 469,931 | 507,531 | 5. Finance Costs For the six months ended June 30, 2025, total finance costs amounted to HKD 12,439 thousand, primarily comprising interest on borrowings, lease liabilities, and convertible bonds, remaining largely consistent with the prior year Finance Costs Composition (For the six months ended June 30) | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Interest on borrowings | 9,783 | 10,484 | | Interest on lease liabilities | 545 | 2,002 | | Interest on convertible bonds | 2,111 | – | | Total | 12,439 | 12,486 | 6. Income Tax Expense For the six months ended June 30, 2025, income tax expense was HKD 23 thousand, primarily due to under-provision in prior periods, with no income tax provision in Hong Kong, Cayman Islands, British Virgin Islands, and the UK, while Chinese subsidiaries are taxed at 25% Income Tax Expense (For the six months ended June 30) | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Current tax – provision for the period | – | 707 | | Current tax – under-provision in prior periods | 23 | 55 | | Total | 23 | 762 | - No Hong Kong profits tax provision has been made in the condensed consolidated interim financial information as the Group has sufficient tax losses to carry forward to offset against assessable profits[33] - The tax rate for the PRC subsidiaries is 25%[34] 7. Profit / (Loss) for the Period Profit / (Loss) for the period is derived after deducting / (crediting) items such as cost of inventories sold, depreciation, and net exchange losses, with government grants being zero in 2025 compared to an income of HKD 6,480 thousand in 2024 Profit / (Loss) for the Period Adjustment Items (For the six months ended June 30) | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Cost of inventories sold | 74,845 | 125,513 | | Depreciation of property, plant and equipment | 2,539 | 4,383 | | Depreciation of right-of-use assets | 5,813 | 8,891 | | Net exchange losses / (gains) | 487 | (635) | | Government grants | – | (6,480) | | Interest income | (3,766) | (131) | 8. Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share was 8.45 HK cents, a significant reduction from 14.41 HK cents in the prior year, primarily due to a decrease in loss attributable to owners of the company Loss Per Share Calculation (For the six months ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the company (Thousand HKD) | (12,116) | (18,833) | | Weighted average number of ordinary shares in issue (Thousand shares) | 143,347 | 130,677 | | Basic and diluted loss per share (HK cents) | (8.45) | (14.41) | - Basic loss per share is the same as diluted loss per share because there are no outstanding potentially dilutive ordinary shares[38] 9. Dividends The directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025, and 2024 - The directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025, and 2024[39] 10. Trade and Other Receivables As of June 30, 2025, total trade and other receivables amounted to HKD 394,096 thousand, an increase from December 31, 2024, with the 0 to 90-day aging category accounting for the largest portion of trade receivables Trade and Other Receivables (As of June 30) | Item | 2025 (Thousand HKD) | 2024 December 31 (Thousand HKD) | | :--- | :--- | :--- | | Trade and bills receivables (net of provision) | 77,750 | 53,619 | | Prepayments, deposits and other receivables | 316,346 | 248,771 | | Total | 394,096 | 302,390 | - The Group generally grants credit terms ranging from 30 to 120 days to its customers[40] Aging Analysis of Trade Receivables (As of June 30) | Aging | 2025 (Thousand HKD) | 2024 December 31 (Thousand HKD) | | :--- | :--- | :--- | | 0 to 90 days | 72,674 | 41,605 | | 91 days to 1 year | 5,126 | 12,014 | 11. Trade and Other Payables As of June 30, 2025, total trade and other payables amounted to HKD 419,552 thousand, an increase from December 31, 2024, with significant growth in contract liabilities and accrued expenses Trade and Other Payables (As of June 30) | Item | 2025 (Thousand HKD) | 2024 December 31 (Thousand HKD) | | :--- | :--- | :--- | | Trade and bills payables | 59,445 | 54,682 | | Accrued expenses | 61,534 | 31,037 | | Contract liabilities | 147,910 | 82,565 | | Total | 419,552 | 327,014 | Aging Analysis of Trade Payables (As of June 30) | Aging | 2025 (Thousand HKD) | 2024 December 31 (Thousand HKD) | | :--- | :--- | :--- | | Within 30 days or on demand | 10,216 | 11,508 | | 31 to 90 days | 18,840 | 13,548 | | 91 days to 1 year | 27,814 | 26,669 | | Over 1 year | 2,575 | 2,957 | 12. Borrowings For the six months ended June 30, 2025, the Group's borrowings had an effective annual interest rate ranging from 3.3% to 14.0%, consistent with the prior year - For the six months ended June 30, 2025, the effective annual interest rate for the Group's borrowings ranged from 3.3% to 14.0% (for the six months ended June 30, 2024: 3.3% to 14.0%)[44] 13. Share Capital As of June 30, 2025, the company's authorized share capital was HKD 2,000,000 thousand, and issued share capital was HKD 143,347 thousand. During the period, a share consolidation (10 shares into 1) and the issuance of 12,000 thousand new shares under general mandate were completed Share Capital Movement (As of June 30) | Item | 2025 June 30 (Thousand shares) | 2025 June 30 (Thousand HKD) | 2024 December 31 (Thousand shares) | 2024 December 31 (Thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Authorized ordinary shares | 2,000,000 | 2,000,000 | 20,000,000 | 2,000,000 | | Issued and fully paid shares | 143,347 | 143,347 | 1,313,467 | 131,347 | - On May 26, 2025, the company completed a share consolidation, merging every ten ordinary shares of HKD 0.1 par value into one consolidated share of HKD 1.0 par value, effective May 28, 2025[46] - On June 9, 2025, the company completed a share subscription under general mandate, issuing and allotting 12,000,000 shares[46] 14. Related Party Transactions For the six months ended June 30, 2025, and 2024, remuneration for directors and other key management personnel was zero - For the six months ended June 30, 2025, and 2024, remuneration for directors and other key management personnel was zero[47] 15. Capital Commitments As of June 30, 2025, the company's contracted capital expenditure not yet provided for in the condensed consolidated interim financial information was HKD 8,582 thousand, primarily for the acquisition of property, plant, and equipment Capital Commitments (As of June 30) | Item | 2025 (Thousand HKD) | 2024 December 31 (Thousand HKD) | | :--- | :--- | :--- | | Acquisition of property, plant and equipment | 8,582 | 6,936 | Management Discussion and Analysis This section provides management's perspective on the company's operational and financial performance, strategic outlook, and key risks for the reporting period Business Review In the first half of 2025, amidst a complex global economic and trade environment, the Group actively pursued business diversification and structural adjustments, focusing on technological upgrades, market decentralization, and cost reduction, successfully turning a loss into a significant increase in net profit - The Group is principally engaged in the silicone business, international digital marketing business, UK retail services, and healthcare and hotel services[50] - In the first half of 2025, the Group's strategic focus was on stabilizing the core silicone business, deepening the digital marketing business, and integrating the UK supermarket business[50] Business Review Key Financial Data (For the six months ended June 30) | Indicator | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Sales Revenue | 290,663 | 514,096 | -43.5% | | Net Profit / (Loss) | 2,411 | (31,657) | Turned loss into profit | Segment Business Performance Segment business performance varied: the silicone business slightly declined due to tariffs but maintained stable customers; digital marketing revenue decreased but profitability significantly improved; retail business sharply declined due to restructuring and marketing expenses; healthcare and hotel business performed poorly with low strategic importance Silicone Business As a core business, silicone business sales revenue slightly declined in the first half of 2025, primarily due to the US-China tariff trade war, but the Group actively acquired new customers and maintained stable supply and high-quality output, with widespread product applications - Silicone business sales revenue was approximately HKD 102,048 thousand (2024: HKD 118,369 thousand), a slight decrease[52] - Affected by the US-China tariff trade war, export costs for some silicone products increased, but the Group maintained stable product supply and high-quality output[52] - Key products include new energy vehicles, photovoltaic components, medical devices, consumer electronics and peripherals, and various daily necessities, with customers spanning Asia, Europe, and North America[53] International Digital Marketing Business Digital marketing business (Jusheng Technology) sales revenue decreased in the first half of 2025, but profitability significantly improved, and the Group is confident in its growth potential and will increase strategic investment - Digital marketing business sales revenue was approximately HKD 186,276 thousand (2024: HKD 335,308 thousand), a decrease[54] - Jusheng Technology, as a leading Douyin (TikTok) operation service provider in mainland China, offers comprehensive online marketing services[54] - Despite the decrease in revenue, the segment's profitability significantly improved, contributing positively to overall performance[54] Retail Business Retail business sales revenue sharply declined in the first half of 2025, primarily due to a reduction in physical store count following business restructuring in late 2024 and increased upfront marketing expenses for the Douyin platform; future focus will be on enhancing brand reputation and expanding online channels - Retail business sales revenue was approximately HKD 2,339 thousand (2024: HKD 60,419 thousand), a significant decrease[55] - The main reasons were a reduction in the number of physical stores after business restructuring in 2024 and increased upfront marketing expenses for Douyin platform activities[55] - Retail strategies include enhancing brand reputation, maintaining high product quality, establishing stable supplier relationships, and expanding online channels through dedicated websites and Douyin promotions[55] Healthcare and Hotel Business The operating conditions of the healthcare and hotel business have not significantly improved, it is considered a business segment of lower strategic importance, and the Group maintains a conservative outlook on its long-term prospects while exploring monetization opportunities - The healthcare and hotel business operations did not show significant improvement, recording minimal sales revenue during the period[56] - This business is considered a segment of lower strategic importance, and the Group maintains a conservative outlook on its long-term prospects[56] - The Group will explore potential opportunities to monetize its business assets[56] Outlook The Group will closely monitor global trade policies, inflation, and exchange rate fluctuations, actively advance a Web 4.0-centric strategic transformation, focusing on AI digital humans and RWA tokenization, seeking development in education, gaming, and big health sectors - The Group will closely monitor global trade policies, high inflation, and exchange rate fluctuations, proactively adjusting strategies and mitigating operational risks[57] - In the second half of 2025, Ocean Group will steadily advance its Web 4.0-centric strategic transformation, leveraging Artificial Intelligence (AI) digital humans as key technological support and building a new value circulation mechanism through Real World Asset (RWA) tokenization[62] - The Group will focus on three key areas: education, gaming, and big health, actively promoting data standardization, digital asset representation, and global value synergy[62] Silicone Business Outlook The silicone business will continue to be a major revenue contributor, simultaneously advancing traditional silicone product manufacturing and the development and application of new environmentally friendly silicone materials to expand market coverage - The silicone business will continue to contribute major revenue to the Group, maintaining high-quality product output and stable cooperative relationships with upstream suppliers and downstream customers[58] - The Group will strengthen innovation in environmentally friendly silicone materials and upgrade existing production infrastructure to develop next-generation solutions and expand market coverage[58] - New environmentally friendly silicone products cover categories such as new energy vehicles, photovoltaic components, aerospace materials, medical devices, consumer electronics, and beauty products[58] Global Digital Marketing Business Outlook Jusheng Technology will continue to expand its leading edge in digital marketing, utilizing cutting-edge technologies to enhance advertising precision and efficiency, strengthen team building, expand cooperation with renowned domestic and international brands, and explore new international market opportunities - Jusheng Technology will continue to expand its leading edge in digital marketing, utilizing more cutting-edge technological means to enhance advertising precision and efficiency[59] - The company will further strengthen team building, attract more industry experts, form a high-quality service team, and expand cooperation with renowned domestic and international brands[59] - As the global digital marketing market expands, the company will explore new market opportunities and expand its international business footprint[59] Retail Business Outlook Future retail business strategy will focus on enhancing brand value and maintaining customer loyalty, improving brand awareness through both online and offline channels, optimizing shopping experience, and fostering long-term supplier relationships - The future strategy for the retail business will focus on enhancing brand value and maintaining customer loyalty[60] - The Group is gradually promoting its own brands through Douyin, enhancing brand awareness via both online and offline channels[60] - The company will continue to strive to expand market share, enhance brand influence, and provide consumers with a superior shopping experience through innovative business models and services[60] Healthcare and Hotel Business Outlook Given the underperformance of the healthcare and hotel business and its unlikelihood of short-term reversal, the Group will continue to monitor opportunities and explore methods to realize the investment value in this segment - Due to the relatively poor performance of the healthcare and hotel business, and the unlikelihood of this underperformance being reversed in the short term[61] - The Group will continue to monitor opportunities and explore methods to realize the investment value in this segment[61] Web 4.0 Strategic Transformation Ocean Group will steadily advance its Web 4.0-centric strategic transformation in the second half of 2025, leveraging AI digital humans as technological support and building a new value circulation mechanism through RWA tokenization, focusing on education, gaming, and big health sectors - In the second half of 2025, Ocean Group will steadily advance its Web 4.0-centric strategic transformation, leveraging Artificial Intelligence (AI) digital humans as key technological support and building a new value circulation mechanism through Real World Asset (RWA) tokenization[62] - The Group will focus on three key areas: education, gaming, and big health, actively promoting data standardization, digital asset representation, and global value synergy[62] - The Group extensively collaborates with industry partners to jointly promote the ecological development of AI technology integrated with real-world assets, committed to providing continuous support for the digital transformation of the real economy[62] Financial Review The Group's revenue for the first half of 2025 decreased by 43.5% year-on-year, but gross profit significantly increased by 66.6%, with gross margin rising to 21.3%. Sales and administrative expenses decreased due to cost reduction and efficiency improvements, and loss attributable to owners of the company narrowed by 35.6% Revenue For the six months ended June 30, 2025, the Group's revenue was approximately HKD 290,663 thousand, a 43.5% year-on-year decrease, primarily impacted by reduced revenue from retail and digital marketing businesses Revenue Composition and Proportion (For the six months ended June 30) | Business Segment | 2025 Revenue (Thousand HKD) | 2025 Proportion | 2024 Revenue (Thousand HKD) | 2024 Proportion | | :--- | :--- | :--- | :--- | :--- | | Silicone Business | 102,048 | 35.1% | 118,369 | 23.0% | | Digital Marketing Business | 186,276 | 64.1% | 335,300 | 65.2% | | Retail Business | 2,339 | 0.8% | 60,419 | 11.8% | | Healthcare and Hotel | Minimal | – | Minimal | – | | Total Revenue | 290,663 | 100% | 514,096 | 100% | - Total revenue decreased by 43.5% compared to the same period in 2024[63] Gross Profit For the six months ended June 30, 2025, the Group's gross profit was approximately HKD 61,800 thousand, a 66.6% year-on-year increase, with gross margin significantly improving to 21.3% Gross Profit and Gross Margin (For the six months ended June 30) | Indicator | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Gross Profit | 61,800 | 37,100 | +66.6% | | Gross Margin | 21.3% | 7.3% | +14.0pp | Expenses For the six months ended June 30, 2025, sales and distribution expenses decreased by 10.9%, and administrative expenses decreased by 29.3%, primarily due to the Group's cost reduction, efficiency improvement, and optimized staffing structure Sales and Administrative Expenses (For the six months ended June 30) | Expense Category | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Sales and Distribution Expenses | 11,400 | 12,800 | -10.9% | | Administrative Expenses | 44,800 | 63,400 | -29.3% | - The decrease in expenses was primarily due to the Group's implementation of cost reduction and efficiency improvement measures, as well as optimization of its staffing structure[65] Loss Attributable to Owners of the Company For the six months ended June 30, 2025, loss attributable to owners of the company was approximately HKD 12,100 thousand, a 35.6% year-on-year decrease, with loss per share narrowing, primarily due to the combined impact of reduced retail business revenue and improved profitability in the digital marketing segment Loss Attributable to Owners of the Company and Loss Per Share (For the six months ended June 30) | Indicator | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Loss Attributable to Owners of the Company | 12,100 | 18,800 | -35.6% | | Loss Per Share (HK cents) | 8.45 | 14.41 | -41.36% | - The decrease in loss was primarily due to a significant decline in retail business revenue leading to tighter gross margins, and a notable improvement in the profitability of the digital marketing segment[66] Cash Flow and Financial Resources The Group's primary source of funds is cash generated from operating activities, working capital remains stable, but cash and cash equivalents decreased, liquidity and quick ratios slightly improved, and the gearing ratio increased - The Group's primary source of funds is cash generated from operating activities, and its working capital remains stable[67] Cash Flow and Financial Ratios (As of June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Cash and cash equivalents (Thousand HKD) | 7,304 | 18,939 | | Current Ratio | 0.78 | 0.75 | | Quick Ratio | 0.73 | 0.69 | | Gearing Ratio | 5.42 | 4.42 | Risk Factors The Group faces various risks, including raw material price volatility and market demand changes in the silicone and retail businesses, internet regulatory policies and client relationship dependency in digital marketing, intense industry competition across all segments, credit risk due to tight liquid assets, and event risks such as natural disasters or industrial accidents Business Risks Silicone and retail businesses are affected by raw material price fluctuations and market demand, while digital marketing is influenced by internet regulatory policies and the stability of client relationships - The performance of the silicone business and retail business is primarily affected by market price fluctuations of raw materials/goods and market demand for finished products[69] - The digital marketing business is influenced to some extent by internet regulatory policies and relies on the continuous stability of client relationships[69] Industry Risks All of the Group's business segments operate in highly competitive industries, and failure to compete successfully could lead to a decrease in business scale and a contraction in operating performance - All of the Group's business segments operate in highly competitive industries, facing competition from other products, brands, and online platforms[70] - If the Group fails to compete successfully with existing or new competitors, it may lead to a decrease in the scale of existing businesses and a contraction in operating performance[70] Credit Risk As of June 30, 2025, the Group's total current assets were lower than total current liabilities, bank balances and cash on hand were tight, posing a risk of difficulty in repaying short-term debts if receivables are not fully recovered - As of June 30, 2025, the Group's total current assets were approximately HKD 485,900 thousand, and total current liabilities were approximately HKD 619,400 thousand[71] - The Group's bank balances and cash on hand are relatively tight compared to its current liabilities[71] - If receivables are not fully recovered, the Group may not have sufficient resources to repay its short-term debts when due[71] Event Risks Unexpected events such as natural disasters or industrial accidents could negatively impact the company's operating results and financial position, disrupting operations, increasing costs, and exacerbating other risks, with no guarantee that corresponding measures will be adequate - Event risk refers to the risk of unexpected events such as natural disasters or industrial accidents negatively impacting the company's operating results and financial position[72] - Such events could disrupt the Group's operations, increase prices of raw materials and outsourced services, and exacerbate other risks and uncertainties faced by the Group[72] Capital Structure On May 26, 2025, the company completed a share consolidation, merging every ten shares of HKD 0.1 par value into one share of HKD 1.0 par value, and on June 9, 2025, issued 12,000,000 new shares under general mandate, bringing the total issued shares to 143,346,700 - On May 26, 2025, the company held an extraordinary general meeting to approve the consolidation of every ten issued and unissued ordinary shares of HKD 0.1 par value in the company's share capital into one consolidated share of HKD 1.0 par value[73] - The share consolidation became effective on May 28, 2025, and the total number of issued shares of the company became 131,346,700 shares[73] - On June 9, 2025, the company completed a share subscription under general mandate, issuing a total of 12,000,000 shares, changing the total number of issued shares of the company to 143,346,700 shares[73] Use of Proceeds from Share Subscription The net proceeds from the share subscription on June 9, 2025, approximately HKD 12,000 thousand, were fully utilized to support digital marketing business development (including hardware, software, working capital), the Group's general working capital, and legal and professional fees - The net proceeds from the subscription were approximately HKD 12,000,000, intended to support the Group's further business development, including but not limited to its digital marketing business[75] - Specific uses include purchasing digital marketing hardware and equipment (HKD 4,000 thousand), developing digital marketing system software (HKD 2,000 thousand), general working capital for digital marketing business (HKD 1,000 thousand), legal and professional fees (HKD 1,000 thousand), and the Group's general working capital (HKD 4,000 thousand)[75] - For the six months ended June 30, 2025, the net proceeds have been fully utilized according to their intended purposes[76] Pledge of Assets As of June 30, 2025, the Group had capital commitments of approximately HKD 8,600 thousand primarily for expanding silicone business capacity, and pledged approximately HKD 79,800 thousand in land and buildings, investment properties, right-of-use assets, and trade receivables as collateral for borrowings - The Group's contracted capital commitments not yet provided for in the financial statements as of June 30, 2025, amounted to approximately HKD 8,600 thousand, primarily related to expanding silicone business capacity[77] - As of June 30, 2025, the Group pledged certain land and buildings, investment properties, right-of-use assets, and trade receivables totaling approximately HKD 79,800 thousand as collateral for the Group's borrowings[77] Contingent Liabilities As of June 30, 2025, the Group was not aware of any significant contingent liabilities - As of June 30, 2025, the Group was not aware of any significant contingent liabilities[78] Material Investments, Acquisitions and Disposals Except as disclosed in this report, the Group had no material investments, acquisitions, or disposals of any subsidiaries, associates, or joint ventures for the six months ended June 30, 2025 - Except as disclosed in this report, the Group had no material investments, acquisitions, or disposals of any subsidiaries, associates, or joint ventures for the six months ended June 30, 2025[79] Post Balance Sheet Events On July 3, 2025, the company entered into subscription agreements with five subscribers, conditionally agreeing to subscribe for 28,660,000 shares, and completed a partial share subscription on August 19, 2025, issuing 8,670,000 shares - On July 3, 2025, the company entered into subscription agreements with five subscribers, whereby the subscribers conditionally agreed to subscribe for, and the company conditionally agreed to allot and issue, a total of 28,660,000 subscription shares at a subscription price of HKD 1.20 per subscription share under general mandate[80] - As of the date of this report, the company completed a partial share subscription on August 19, 2025, under general mandate, issuing a total of 8,670,000 shares[80] Future Plans for Material Investments or Capital Assets Except as disclosed in this report, as of June 30, 2025, the Group had no specific plans for any material investments or capital assets - Except as disclosed in this report, as of June 30, 2025, the Group had no specific plans for any material investments or capital assets[81] Currency Management and Treasury Policy The Group's cash income and costs are primarily denominated in USD, HKD, GBP, and RMB, with fluctuations in RMB and GBP impacting profitability. The Group closely monitors currency trends but did not enter into any hedging financial instruments during the period - The Group's cash income is denominated in USD, HKD, GBP, and RMB, while labor costs, manufacturing overheads, sales, and administrative expenses are primarily negotiated, measured, and settled in RMB, HKD, and GBP[82] - Fluctuations in RMB and GBP will impact the Group's profitability[82] - For the six months ended June 30, 2025, the Group did not enter into any financial instruments for hedging purposes[82] Human Resources and Remuneration Policy The Group values experienced employees, provides on-the-job and continuous professional training, offers competitive remuneration packages and benefits, and employed 694 staff as of June 30, 2025 - Experienced workers, engineers, and professionals are crucial to the Group, which provides on-the-job training and encourages employees to participate in continuous professional development[83] - The Group offers competitive remuneration packages to all employees, including quality staff accommodation, training, medical, insurance, and retirement benefits[83] - As of June 30, 2025, the Group employed 694 permanent and temporary staff (December 31, 2024: 715 staff)[83] Interim Dividends The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025, and 2024 - The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)[84] Other Information This section covers additional corporate information, including governance practices, directors' and shareholders' interests, and audit committee review Corporate Governance Practices The company is committed to maintaining high corporate governance standards and complied with the Corporate Governance Code in Appendix C1 of the Listing Rules for the first half of 2025, but noted non-compliance regarding independent non-executive directors' attendance at general meetings and the composition of the Board/Audit Committee - The company has complied with the applicable code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the six months ended June 30, 2025[85] - Non-executive Director Mr. Han Lei was unable to attend the company's annual general meeting held on June 27, 2025, due to other work commitments[85] - The company failed to comply with Listing Rule 3.10(1) (the board must include at least three independent non-executive directors) and Rule 3.21 (the audit committee must comprise at least three members) and is seeking suitable candidates to fill the vacancies[86] Standard Code for Securities Transactions by Directors The company has adopted the Standard Code set out in Appendix C3 of the Listing Rules, and all directors confirmed compliance with the code for the six months ended June 30, 2025 - The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules[87] - Each director confirmed compliance with the Standard Code for the six months ended June 30, 2025[87] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Ms. Shi Qi held a 55.59% long position and a 45.68% short position in the company through a controlled corporation, while Mr. Hu Jiangbing held a 0.06% long position Directors' and Chief Executive's Interests (As of June 30) | Name | Nature of Interest | Total Number of Shares / Underlying Shares Held | Approximate Percentage of Interest in the Company | | :--- | :--- | :--- | :--- | | Ms. Shi Qi | Interest in controlled corporation | 79,687,549 (Long Position) | 55.59% | | | | 65,481,060 (Short Position) | 45.68% | | Mr. Hu Jiangbing | Beneficial owner | 85,000 (Long Position) | 0.06% | - Ms. Shi Qi's interests are held through Lyton Maison Limited, with 65,481,060 shares pledged to Mason Resources Finance Limited[89] Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, Lyton Maison Limited was a substantial shareholder, holding a 55.59% long position and a 45.68% short position, with a portion of shares pledged to Mason Resources Finance Limited, which, along with its parent company Mason Group Holdings Limited, consequently held a security interest Substantial Shareholders' Interests (As of June 30) | Name | Nature of Interest | Total Number of Shares / Underlying Shares Held | Approximate Percentage of Interest in the Company | | :--- | :--- | :--- | :--- | | Lyton Maison Limited | Beneficial owner | 79,687,549 (Long Position) | 55.59% | | | | 65,481,060 (Short Position) | 45.68% | | Mason Resources Finance Limited | Person with security interest in shares | 65,481,060 (Long Position) | 45.68% | | Mason Group Holdings Limited | Interest in controlled corporation | 65,481,060 (Long Position) | 45.68% | - Of the 79,687,549 shares held by Lyton Maison Limited, 65,481,060 shares are pledged to Mason Resources Finance Limited[91] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[92] Share Option Scheme For the six months ended June 30, 2025, no share options were granted, exercised, cancelled, or lapsed under the company's share option scheme, and there were no outstanding share options - For the six months ended June 30, 2025, no share options or securities were granted, exercised, cancelled, or lapsed under the scheme[93] - As of January 1, 2025, and June 30, 2025, there were no outstanding share options under the scheme[93] Audit Committee and Review of Financial Statements The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, and is of the opinion that they have been prepared in accordance with applicable accounting standards, Listing Rules, and statutory provisions, with adequate disclosures - The Audit Committee comprises Mr. Chen Shaoda (Chairman) and Dr. Feng Xin, both independent non-executive directors[94] - The Audit Committee has reviewed the accounting principles and practices adopted by the company with management and discussed financial reporting matters[94] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, and is of the opinion that the consolidated financial statements have been prepared in accordance with applicable accounting standards, Listing Rules, and statutory provisions, with adequate disclosures[94]