Company Profile The company, registered in the Cayman Islands with headquarters in Shanghai, maintains a robust corporate governance structure with a diverse board and key committees Board of Directors and Corporate Governance The company's board comprises executive, non-executive, and independent non-executive directors, with audit, remuneration, and nomination committees ensuring robust corporate governance, chaired by Mr. Zhang Jun, who also serves as Executive Chairman and Co-CEO - The Board of Directors includes Executive Director Mr. Zhang Jun (also Chairman, Executive Chairman, and Co-CEO), Non-executive Directors Ms. Zhang Shuman, Dr. Yang Qingli, Mr. Cao Hongbo, Dr. Fan Renda, and Independent Non-executive Directors Mr. Wang Tao, Mr. Huang Wenzong, and Mr. Shi Zheyan 5 - The company has established an Audit Committee (Chairman: Mr. Huang Wenzong), Remuneration Committee (Chairman: Mr. Wang Tao), and Nomination Committee (Chairman: Mr. Wang Tao) to strengthen corporate governance 5 Company Basic Information The company is registered in the Cayman Islands, headquartered in Shanghai, China, with a principal place of business in Hong Kong, and its shares are traded under stock code 1623 - The company's registered office is in the Cayman Islands, its headquarters are in Baoshan Industrial Park, Shanghai, China, and its principal place of business in Hong Kong is in Lee Garden One, Causeway Bay 6 - The company's stock code is 1623, and its official website is www.hilonggroup.com 7 Management Discussion and Analysis The company experienced a revenue decline and net loss in H1 2025, driven by challenges in oilfield services, but saw strong growth in marine engineering, while actively pursuing strategic transformation, technological innovation, and international market expansion Major Financial Indicators for H1 2025 (RMB '000) | Indicator | H1 2025 (RMB '000) | H1 2024 (RMB '000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 2,322,537 | 2,465,641 | -5.8 | | Gross Profit | 401,445 | 578,304 | -30.6 | | Gross Profit Margin | 17.3% | 23.5% | -6.2pp | | Profit/(Loss) for the Period Attributable to Owners of the Company | (324,236) | 46,002 | N/A | | Basic Earnings/(Loss) Per Share (RMB Yuan) | (0.1911) | 0.0271 | N/A | Financial Review For the six months ended June 30, 2025, total revenue decreased by 5.8% to RMB 2,322.5 million, driven by reduced income from oilfield equipment manufacturing and services, and oilfield services, resulting in a RMB 324.2 million loss attributable to owners Revenue Total revenue for H1 2025 decreased by 5.8% to RMB 2,322.5 million, with oilfield equipment manufacturing and services down 36.7% due to reduced drill pipe sales, oilfield services down 8.6% from lower drilling services and rig utilization, while marine engineering services surged 86.0% from subsea pipeline and offshore platform projects Revenue by Business Segment (RMB '000) | Business Segment | H1 2025 (RMB '000) | H1 2024 (RMB '000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Oilfield Equipment Manufacturing and Services | 716,643 | 1,132,464 | -36.7 | | Oilfield Services | 843,740 | 923,497 | -8.6 | | Marine Engineering Services | 762,154 | 409,680 | +86.0 | | Total Revenue | 2,322,537 | 2,465,641 | -5.8 | Drill Pipe Sales Revenue Analysis (RMB '000) | Market | H1 2025 (RMB '000) | H1 2024 (RMB '000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | International Market | 614,233 | 937,172 | -34.5 | | China Market | 61,096 | 133,197 | -54.1 | | Total | 675,329 | 1,070,369 | -36.9 | - International drill pipe sales volume decreased by 27.5% to 24,687 tons, primarily due to reduced demand in the Middle East market caused by falling oil prices 10 - China market drill pipe sales volume decreased by 42.9% to 4,134 tons, mainly due to reduced demand from intense market competition 11 Costs and Profits Sales and services costs slightly increased by 1.8% year-on-year, but gross profit significantly decreased by 30.6%, with gross profit margin falling 6.2 percentage points to 17.3%; sales and marketing costs decreased by 31.2%, administrative expenses increased by 4.9%, and other net losses rose significantly due to vessel impairment losses Cost and Profit Indicators (RMB '000) | Indicator | H1 2025 (RMB '000) | H1 2024 (RMB '000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Cost of Sales and Services | 1,921,092 | 1,887,337 | +1.8 | | Gross Profit | 401,445 | 578,304 | -30.6 | | Gross Profit Margin | 17.3% | 23.5% | -6.2pp | | Sales and Marketing Costs | 43,404 | 63,118 | -31.2 | | Administrative Expenses | 243,831 | 232,527 | +4.9 | | Other Losses – Net | (283,863) | (33,294) | N/A | | Finance Costs – Net | (101,012) | (129,031) | -21.7 | | (Loss)/Profit Before Income Tax | (283,439) | 100,079 | N/A | - Other net losses primarily reflect an impairment loss of RMB 329.3 million on vessels classified as held for sale, partially offset by a foreign exchange gain of RMB 52.6 million from the appreciation of the Ruble 17 - Net finance costs decreased by 21.7%, mainly due to a RMB 13.0 million reduction in interest expenses on 2024 notes and bank borrowings, and a RMB 14.1 million increase in net foreign exchange gains from financing activities due to USD depreciation 18 Assets, Liabilities and Liquidity As of June 30, 2025, inventory increased to meet new overseas orders, while trade receivables turnover days rose, reflecting slower settlement efficiency in international markets; the current ratio improved to 126.7%, but net borrowings remained at RMB 1,895.8 million, with a gearing ratio of 38.86% Balance Sheet Key Indicators (RMB '000) | Indicator | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Inventories | 1,236,730 | 1,095,842 | +12.9 | | Inventory Turnover Days | 110 | 112 | -1.8 | | Total Trade Receivables | 2,189,781 | 2,054,535 | +6.6 | | Trade Receivables Turnover Days | 166 | 154 | +7.8 | | Cash and Cash Equivalents | 583,362 | 721,631 | -19.2 | | Net Borrowings | 1,895,800 | 1,964,900 | -3.5 | | Current Ratio | 126.7% | 110.2% | +16.5pp | | Gearing Ratio | 38.86% | 37.40% | +1.46pp | - The increase in inventories primarily reflects increased reserves to meet new overseas market orders 22 - The increase in trade receivables turnover days primarily reflects a decrease and slowdown in settlement efficiency for certain oil and gas companies in the international market 24 - As of June 30, 2025, the company had pledged 17 drilling rigs as collateral for the 2024 notes, located in Nigeria, Ecuador, Ukraine, Iraq, Brunei, and Pakistan 38 Foreign Exchange and Employees The company primarily bears USD exchange rate risk, with USD-denominated revenue accounting for 55.9% of total revenue in H1 2025, up from 41.2% in H1 2024; as of June 30, 2025, total full-time employees were 2,359, with employee costs of RMB 294.8 million - In H1 2025, the company's USD-denominated revenue accounted for 55.9% of total revenue, an increase from 41.2% in H1 2024, indicating increased exposure to USD exchange rate risk 39 Number of Employees by Function | Function | Number | | :--- | :--- | | Field Workers | 1,400 | | Administration | 336 | | Engineering and Technical Support | 414 | | R&D | 118 | | Sales, Marketing and After-sales Service | 71 | | Corporate Management | 20 | | Total | 2,359 | - Employee costs (excluding directors' emoluments) totaled RMB 294.8 million in H1 2025 40 - The company adopted a share award scheme on September 11, 2023, but no share awards were granted for the six months ended June 30, 2025 42 Business Review In H1 2025, Hilong Group actively promoted technological innovation, talent development, and internationalization strategies, transforming into an asset-light, digital, and high-tech intelligent enterprise; despite a slight decrease in total revenue, various business segments made significant progress in market development and technological innovation, with marine engineering services achieving strong growth - The Group adheres to a strategy of technology-driven innovation and intelligent, high-quality development, achieving good results in key countries and regions such as the US, Canada, and the Middle East 43 - The Group strengthened cash flow management, implementing proactive financial measures such as enhanced accounts receivable and inventory management to improve overall operational efficiency 43 Oilfield Equipment Manufacturing and Services This segment's revenue decreased by 36.7% year-on-year to RMB 716.6 million; despite the revenue decline, the company continued to launch high-tech anti-sulfur drill pipe series, electronic tag drill pipes, and special connection drill pipes, while optimizing production processes and market layout, securing significant orders with high-end clients like Ensign, Precision Drilling, and ADNOC Drilling in the US, Canada, Middle East, and Southeast Asia markets - Launched high-tech anti-sulfur drill pipe series, electronic tag drill pipes and related full lifecycle management, Hilong special connections, high-strength U165 drill pipes for 10,000-meter ultra-deep wells, ultra-high torque drill pipes for extended reach horizontal wells, and wear-resistant drill pipes 44 - Achieved business breakthroughs in markets such as the US, Canada, the Middle East, and Southeast Asia, and established drill pipe production bases and new production lines in the Middle East and Central Asia 44 - Secured significant orders with major clients like Ensign and Precision Drilling, becoming a primary drill tool supplier for high-end customers; obtained long-term contracts with key clients such as ADNOC Drilling in the Middle East market 44 Oilfield Services This segment's revenue decreased by 8.6% year-on-year to RMB 843.7 million; the company actively transitioned towards "asset-light and technology-led" operations, vigorously developing oilfield management and production enhancement solutions, expanding drilling turnkey projects and high-tech integrated general contracting businesses, achieving breakthroughs in turnkey operations in regions like Nigeria, and completing customized digital oilfield management solutions in Brazil, Iraq, and Libya - The Oilfield Services division closely aligns with the "asset-light and technology-led" transformation, comprehensively enhancing product and service capabilities, expanding new business models, and building integrated technical innovation service capabilities 46 - Achieved breakthroughs in turnkey operations in regions such as Nigeria, and completed customized digital oilfield management solutions in countries including Brazil, Iraq, and Libya 46 - Maintained stable development in environmental technical services such as drilling and workover mud, cuttings treatment, and well site restoration, as well as coiled tubing services, nano-oil displacement production enhancement technology, managed pressure drilling (MPD) technology, and integrated technical services like RSS directional/horizontal drilling 47 Marine Engineering Services This segment's revenue significantly increased by 86.0% year-on-year to RMB 762.2 million; Hilong Marine Engineering made notable progress in basic management, operational capabilities, and business development, enhancing international and domestic project management and overseas project design and construction capabilities, actively developing into a specialized marine engineering company with EPCI integrated general contracting capabilities, and winning new projects in regions like Southeast Asia - Marine engineering services revenue increased by 86.0% year-on-year, primarily reflecting increased revenue from subsea pipeline laying projects and offshore drilling platform construction projects 1248 - Hilong Marine Engineering is vigorously developing into a specialized marine engineering company with EPCI integrated general contracting capabilities, forming a full industry chain business capability 48 - Secured new bids for projects in regions such as Southeast Asia, completed key projects in Africa, and received high praise from clients for project delivery 48 Technology R&D Hilong Group is committed to driving corporate transformation through technological innovation and digitalization; in drill pipe products, it completed the development of large-diameter thick-walled HLU165 ultra-high strength drill pipes and high-pressure resistant special connections for marine risers, and promoted HLNST special threaded connections in the North American market; in oilfield services, it enhanced drilling turnkey technical service capabilities and promoted MPD controlled pressure drilling technology and nano-oil displacement production enhancement technology; in marine engineering, it initiated multiple technical research projects to improve offshore construction capabilities - Completed the development of large-diameter thick-walled HLU165 ultra-high strength drill pipes and high-pressure resistant special connections for marine risers, and initiated the development and construction of an information system in the drill pipe factory 49 - HLNST special threaded connections have achieved significant sales and gained recognition from high-end clients in the US and Canada; developed HL135MS/HL130S higher steel grade anti-sulfur drill pipes, and received high-end orders for electronic tag drill pipes 49 - The oilfield services segment enhanced its drilling turnkey technical service capabilities, strengthened the localization development and promotion of key equipment components for Managed Pressure Drilling (MPD), and upgraded and promoted rotary steerable system technology and nano-oil displacement production enhancement technology 49 Outlook Looking ahead to H2 2025, the company is optimistic about overall market improvement and will adhere to its high-tech development strategy, continuing to develop high-end clients and orders in the US, Middle East, Southeast Asia, and South America to increase international market share; each business segment will deepen product development, optimize business layout, enhance technical service capabilities, and actively explore new markets and businesses to strive for better performance - The Group will adhere to its high-tech development strategy, continuing to develop new high-end clients and secure high-end orders in countries and regions such as the US, Middle East, Southeast Asia, and South America, thereby increasing its international market share and brand service image 50 - The international drill pipe market will continue to promote high-value-added drill pipe products, deeply develop high-end demand in the Middle East, US, and Canada, and vigorously promote various high-strength, anti-sulfur, wear-resistant, and intelligent drill pipe products 51 - Oilfield services will stabilize existing drilling and workover rig operations, maintain rig utilization, strengthen the drilling turnkey technical team, and actively develop various businesses such as oilfield environmental protection, nano-enhanced oil recovery, drill tool repair, and trade services 52 - Marine engineering services will strengthen overseas personnel allocation, expand new clients, strive for more bidding opportunities, and focus on enhancing marine engineering digital delivery and management capabilities to continuously improve integrated general contracting service capabilities 53 Other Significant Matters The company has met all resumption guidance and resumed share trading on July 8, 2025; in response to the auditor's disclaimer of opinion, the company is implementing an action plan to address related uncertainties; additionally, The Bank of New York Mellon, London Branch, has filed a winding-up petition against the company for its outstanding 2024 notes, with the hearing adjourned to October 27, 2025 - The company's shares resumed trading on the Stock Exchange at 9:00 a.m. on July 8, 2025, having met all resumption guidance 54 - The auditor issued a disclaimer of opinion on the consolidated financial statements for the year ended December 31, 2024, and the company has proposed an action plan to address the related uncertainties 55 - The Bank of New York Mellon, London Branch, filed a winding-up petition against the company for its unpaid USD 379,135,000 9.75% senior secured notes, with the hearing adjourned to October 27, 2025 56 Subsequent Events On August 11, 2025, the company's indirect wholly-owned subsidiary entered into a Memorandum of Agreement with PT CAKRA BUANA RESOURCES ENERGI TBK, conditionally agreeing to sell the vessel "Hilong 106" for USD 100 million, of which USD 75 million will be received in cash - On August 11, 2025, the company's indirect wholly-owned subsidiary agreed to sell the vessel "Hilong 106" for USD 100 million, with USD 75 million to be received in cash and the remaining USD 25 million to be settled via promissory notes issued by the buyer 57 Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets were RMB 7,581.9 million, a decrease from RMB 8,077.7 million as of December 31, 2024; total liabilities were RMB 4,633.1 million, and total equity was RMB 2,948.8 million, with a significant reduction in property, plant and equipment and the addition of RMB 720.9 million in assets classified as held for sale Balance Sheet Key Data (RMB '000) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Property, Plant and Equipment | 1,302,145 | 2,366,346 | | Current Assets | 5,014,586 | 5,166,030 | | Assets Classified as Held for Sale | 720,903 | – | | Total Assets | 7,581,997 | 8,077,721 | | Equity | | | | Total Equity | 2,948,895 | 3,259,124 | | Liabilities | | | | Current Liabilities | 4,526,876 | 4,686,922 | | Total Liabilities | 4,633,102 | 4,818,597 | - Property, plant and equipment decreased from RMB 2,366.3 million as of December 31, 2024, to RMB 1,302.1 million as of June 30, 2025, primarily due to certain assets being classified as held for sale 58 - New assets classified as held for sale amounted to RMB 720.9 million 58 Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company recorded a loss for the period of RMB 324.8 million, compared to a profit of RMB 46.5 million in the prior corresponding period; total comprehensive expense was RMB 310.2 million, and basic loss per share was RMB 0.1911 Statement of Profit or Loss Key Data (RMB '000) | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Revenue | 2,322,537 | 2,465,641 | | Gross Profit | 401,445 | 578,304 | | Operating (Loss)/Profit | (182,427) | 229,110 | | (Loss)/Profit Before Income Tax | (283,439) | 100,079 | | Income Tax Expense | (41,431) | (53,523) | | (Loss)/Profit for the Period | (324,870) | 46,556 | | Total Comprehensive (Expense)/Income for the Period | (310,229) | (418) | | Basic (Loss)/Earnings Per Share (RMB Yuan) | (0.1911) | 0.0271 | - The loss for the period was primarily impacted by operating losses and income tax expense, contrasting with a profit in the prior corresponding period 60 - Foreign currency translation differences shifted from a loss of RMB 46.9 million in H1 2024 to a gain of RMB 14.6 million in H1 2025 61 Interim Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity attributable to owners of the company decreased from RMB 3,263.9 million at the beginning of the period to RMB 2,954.3 million at the end, primarily due to a loss for the period of RMB 324.2 million; non-controlling interests also recorded a loss Summary of Changes in Equity (RMB '000) | Indicator | January 1, 2025 | Loss for the Period | Other Comprehensive Income/(Expense) | June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Ordinary Shares | 141,976 | – | – | 141,976 | | Other Reserves | 1,262,126 | – | – | 1,262,126 | | Foreign Currency Translation Differences | (459,721) | – | 14,655 | (445,066) | | Retained Earnings | 2,319,537 | (324,236) | – | 1,995,301 | | Total Attributable to Owners of the Company | 3,263,918 | (324,236) | 14,655 | 2,954,337 | | Non-controlling Interests | (4,794) | (634) | (14) | (5,442) | | Total Equity | 3,259,124 | (324,870) | 14,641 | 2,948,895 | - A loss for the period of RMB 324.2 million was the primary reason for the decrease in equity attributable to owners of the company 62 Interim Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash generated from operating activities was RMB 182.5 million, a significant improvement from net cash used of RMB 90.4 million in the prior corresponding period; both investing and financing activities resulted in net cash outflows, leading to a net decrease in cash and cash equivalents of RMB 141.4 million, with an ending balance of RMB 583.3 million Cash Flow Statement Key Data (RMB '000) | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net Cash Generated From/(Used In) Operating Activities | 182,574 | (90,403) | | Net Cash Used In Investing Activities | (107,867) | (76,068) | | Net Cash Used In Financing Activities | (216,142) | (71,980) | | Net Decrease in Cash and Cash Equivalents | (141,435) | (238,451) | | Cash and Cash Equivalents at End of Period | 583,362 | 610,085 | - Operating cash flow shifted from a net outflow to a net inflow compared to the prior period, indicating improved operational efficiency 63 - Net cash outflow from investing activities increased, primarily due to higher expenditures on property, plant and equipment 63 - Net cash outflow from financing activities significantly increased, mainly due to larger repayments of borrowings 63 Notes to the Interim Condensed Consolidated Financial Information This section details the company's operational context, accounting policies, financial risk management, segment performance, asset and liability specifics, including the default on 2024 notes, and related party transactions Basic Information and Basis of Preparation Hilong Holding Limited primarily engages in oil and gas equipment manufacturing and distribution, and provides oilfield, marine engineering, and marine design services; this interim condensed consolidated financial information is unaudited and prepared in accordance with Hong Kong Accounting Standard 34 and the Listing Rules, adopting new and revised standards effective for the current accounting period - The Group is principally engaged in the manufacturing and distribution of oil and gas equipment, and the provision of oilfield, marine engineering, and marine design services 64 - This interim condensed consolidated financial information is unaudited and has been prepared in accordance with Hong Kong Accounting Standard 34 issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure provisions of the Listing Rules 6667 Significant Accounting Policies Revisions to Hong Kong Financial Reporting Standards issued by the HKICPA were first applied during this period but had no significant impact on financial position or performance; significant uncertainties regarding the company's going concern exist, including the failure to repay the 2024 notes and accrued interest; management has formulated several plans to mitigate liquidity pressure, including seeking restructuring, new financing, accelerating receivables collection, reducing operating costs, and selling vessels - For the six months ended June 30, 2025, the Group incurred a net loss of RMB 324,870,000, and current liabilities included borrowings of RMB 2,479,217,000 repayable within 12 months 69 - The Group failed to repay the 2024 notes and accrued interest on their due date of November 18, 2024, constituting an event of default 69 - Management has formulated plans including actively communicating with 2024 noteholders to seek restructuring, seeking new financing sources (existing bank loans have been extended), accelerating the recovery of trade and other receivables, reducing operating costs, and completing vessel sales to improve cash flow 707172 - Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use, and they are available for immediate sale in their present condition 7475 Accounting Estimates and Financial Risk Management The preparation of interim financial data involves management's judgments, estimates, and assumptions; the company faces market risks (foreign exchange, interest rates), credit risk, and liquidity risk; management manages liquidity risk by monitoring rolling forecasts of liquidity reserves and cash and cash equivalents, and credit risk by assessing client creditworthiness, limiting credit periods, and regularly reviewing receivables; fair value estimates for financial instruments use a three-level hierarchy - The Group's activities are exposed to market risk (including foreign exchange risk, fair value interest rate risk, and cash flow interest rate risk), credit risk, and liquidity risk 78 - Management manages liquidity risk by monitoring rolling forecasts of liquidity reserves and cash and cash equivalents, and expects to fund future cash flow requirements through internal operating cash flows, collection of receivables, borrowings, and issuance of debt/equity instruments 79 - The Group manages credit risk by assessing clients' financial conditions, the likelihood of obtaining guarantees, credit history, and market conditions, and regularly monitors client credit records 81 Financial Instruments Measured at Fair Value (RMB '000) | Level | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Level 3 Financial Assets | 156,822 | 212,583 | Segment Information The Group's operations are primarily divided into three business segments: oilfield equipment manufacturing and services, oilfield services, and marine engineering services, operating in six major geographical regions globally; in H1 2025, revenue from oilfield equipment manufacturing and services and oilfield services decreased, while marine engineering services revenue significantly increased; segment assets and liabilities are allocated, but finance income, finance costs, and income tax expense are not included in segment performance measurement - The Group's operations are primarily composed of three business segments: oilfield equipment manufacturing and services, oilfield services, and marine engineering services 92 Revenue by Business Segment (RMB '000) | Business Segment | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Oilfield Equipment Manufacturing and Services | 716,643 | 1,132,464 | | Oilfield Services | 843,740 | 923,497 | | Marine Engineering Services | 762,154 | 409,680 | | Total | 2,322,537 | 2,465,641 | Revenue by Geographical Region (RMB '000) | Region | H1 2025 | H1 2024 | | :--- | :--- | :--- | | China (Place of Registration) | 280,567 | 282,255 | | Russia, Central Asia and Europe | 308,457 | 543,473 | | North and South America | 324,313 | 344,795 | | Middle East | 444,767 | 787,353 | | Africa | 526,378 | 202,381 | | South and Southeast Asia | 438,055 | 305,384 | | Total | 2,322,537 | 2,465,641 | - In H1 2025, revenue from the Africa region significantly increased, while revenue from the Middle East, Russia, Central Asia, and Europe regions decreased 99 Property, Plant and Equipment, Right-of-Use Assets and Intangible Assets During the period, the Group acquired property, plant and equipment amounting to RMB 159.4 million; property, plant and equipment with a carrying amount of RMB 1,050.1 million were classified as assets held for sale, resulting in an impairment loss of RMB 329.2 million - Property, plant and equipment amounting to RMB 159,412,000 were acquired during the period 102 - Property, plant and equipment with a carrying amount of RMB 1,050,190,000 were classified as assets held for sale, and an impairment loss of RMB 329,287,000 was recognized 103117 Financial Assets and Financial Liabilities As of June 30, 2025, the Group's total financial assets were RMB 3,431.8 million, and total financial liabilities were RMB 4,349.1 million; total trade receivables amounted to RMB 2,189.7 million, of which RMB 22.9 million were pledged for borrowings; total borrowings were RMB 2,479.2 million, including RMB 2,251.7 million for the 2024 notes which are in default; total trade payables were RMB 1,249.0 million Summary of Financial Assets and Financial Liabilities (RMB '000) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Financial Assets | | | | Financial Assets at Fair Value Through Other Comprehensive Income | 156,822 | 212,583 | | Financial Assets at Amortized Cost | 3,275,066 | 3,387,128 | | Total Financial Assets | 3,431,888 | 3,599,711 | | Financial Liabilities | | | | Borrowings | 2,479,217 | 2,686,464 | | Trade and Other Payables | 1,849,283 | 1,737,743 | | Lease Liabilities | 20,627 | 27,326 | | Total Financial Liabilities | 4,349,127 | 4,451,533 | - Total trade receivables amounted to RMB 2,189.7 million, of which RMB 22.9 million were pledged to secure borrowings from financial institutions 105106 - The outstanding principal of the 2024 notes was USD 314,546,000, due for repayment on November 18, 2024, but remained unpaid as of June 30, 2025, constituting an event of default 110111 - As of June 30, 2025, accrued interest on the 2024 notes amounted to RMB 245,120,000, which has been included in interest payable 111 Assets Classified as Held for Sale The Group's management resolved to sell the vessel "Hilong 106" within the marine engineering services segment to align with strategic transformation and generate immediate cash flow; the vessel's carrying amount of RMB 1,050.1 million was written down to its fair value less costs to sell of RMB 720.9 million, with an impairment loss of RMB 329.2 million recognized in other net losses; subsequently, the company signed a Memorandum of Agreement with a buyer to sell the vessel for USD 100 million - The Group resolved to sell a vessel within the marine engineering services segment to align with its strategic transformation and reduce operational reliance on the vessel, while generating immediate cash flow 116 - The vessel's carrying amount of RMB 1,050,190,000 was written down to its fair value less costs to sell of RMB 720,903,000, and an impairment loss of RMB 329,287,000 was recognized in "Other losses – net" 117118 - Subsequently, the Group entered into a Memorandum of Agreement with an independent third-party buyer to sell the vessel for USD 100 million, of which USD 75 million will be received in cash 119 Ordinary Shares and Other Reserves As of June 30, 2025, the company had 1,696,438,600 issued and fully paid ordinary shares, with a par value of HKD 0.1 per share, equivalent to RMB 141,975,506; total other reserves amounted to RMB 1,262.1 million, including statutory reserves, merger reserves, and share premium Ordinary Share Information | Indicator | Quantity/Amount | | :--- | :--- | | Number of Ordinary Shares | 1,696,438,600 shares | | Par Value of Ordinary Shares | HKD 0.1/share | | Equivalent Par Value | RMB 141,975,506 | Composition of Other Reserves (RMB '000) | Reserve Type | Amount | | :--- | :--- | | Statutory Reserve | 140,023 | | Merger Reserve | (496) | | Share Premium | 1,175,144 | | Reserve for Financial Assets at Fair Value Through Other Comprehensive Income | (2) | | Capital Redemption Reserve | 702 | | Capital Reserve | (53,245) | | Total | 1,262,126 | Equity-settled Share-based Payment Arrangements The company adopted a share award scheme on September 11, 2023, to recognize employee contributions, retain talent, and attract new talent; the scheme is valid for 10 years, with a maximum total number of awarded shares not exceeding 10% of the company's issued share capital; as of June 30, 2025, no share awards were granted - The company adopted a share award scheme on September 11, 2023, to recognize and reward the contributions of eligible participants, and to retain and attract talent 122155 - The scheme is valid for 10 years, with the maximum total number of awarded shares not exceeding 10% of the company's issued share capital as of the adoption date (i.e., 169,643,860 shares) 122157158 - As of June 30, 2025, no share awards were granted to any directors or employees 122162 Other Income and Losses In H1 2025, other income primarily derived from government grants, totaling RMB 8.0 million; other net losses amounted to RMB 283.8 million, mainly due to an impairment loss of RMB 329.2 million on non-current assets classified as held for sale, partially offset by net foreign exchange gains of RMB 52.5 million Other Income (RMB '000) | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Other Government Grants | 7,450 | 7,806 | | Release of Deferred Government Grants | 645 | 743 | | Total | 8,095 | 8,549 | Other Losses – Net (RMB '000) | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Impairment Loss on Property, Plant and Equipment | (6,948) | – | | Impairment Loss on Non-current Assets Classified as Held for Sale | (329,287) | – | | Gain/(Loss) on Disposal of Property, Plant and Equipment – Net | 428 | (6,094) | | Net Foreign Exchange Gain/(Loss) | 52,567 | (28,737) | | Others | (623) | 1,537 | | Total | (283,863) | (33,294) | - Other net losses significantly increased, primarily due to the recognition of a substantial impairment loss on non-current assets classified as held for sale 125 Finance Costs and Income Tax Expense Net finance costs for H1 2025 were RMB 101.0 million, a decrease from RMB 129.0 million in the prior corresponding period, mainly due to reduced interest expenses on borrowings and net foreign exchange gains; income tax expense was RMB 41.4 million, with an effective tax rate of approximately -14.6%, primarily reflecting an unbalanced profit distribution among subsidiaries and increased tax losses with unrecognised deferred tax Finance Costs – Net (RMB '000) | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Interest Income from Bank Deposits | 7,886 | 7,243 | | Interest Expense on 2024 Notes and Bank and Other Borrowings | (117,926) | (130,877) | | Net Foreign Exchange Gain/(Loss) | 9,440 | (4,655) | | Interest Expense on Lease Liabilities | (412) | (742) | | Finance Costs – Net | (101,012) | (129,031) | Income Tax Expense (RMB '000) | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Current Income Tax | 30,377 | 67,567 | | Deferred Income Tax | 11,054 | (14,044) | | Income Tax Expense | 41,431 | 53,523 | - The effective tax rate for H1 2025 was approximately -14.6%, a significant decrease from 53.5% in the prior corresponding period, primarily reflecting an unbalanced profit distribution among subsidiaries and increased tax losses of subsidiaries for which deferred tax was not recognized 20129 Earnings/(Loss) Per Share and Dividends For the six months ended June 30, 2025, basic loss per share attributable to owners of the company was RMB 0.1911; diluted loss per share was not presented as there were no potential ordinary shares outstanding during the period; the Board resolved not to declare an interim dividend Earnings/(Loss) Per Share | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | (Loss)/Profit Attributable to Owners of the Company (RMB '000) | (324,236) | 46,002 | | Weighted Average Number of Ordinary Shares (Thousand Shares) | 1,696,439 | 1,696,439 | | Basic (Loss)/Earnings Per Share (RMB per Share) | (0.1911) | 0.0271 | - Diluted (loss)/earnings per share was not presented for the six months ended June 30, 2025, as there were no potential ordinary shares outstanding during the period 136 - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 138 Significant Related Party Transactions and Balances The Group has several related party transactions and balances with its controlling shareholder, Mr. Zhang Jun, and entities controlled or jointly controlled by him; in H1 2025, sales of goods or services to related parties amounted to RMB 8.4 million, and purchases of goods or services from related parties amounted to RMB 117.8 million; as of the period end, trade receivables from related parties were RMB 26.5 million, and trade payables to related parties were RMB 140.4 million; some bank financing is guaranteed by Mr. Zhang Jun and Hilong Petroleum - The Group's immediate and ultimate parent company is Hilong Group Limited, and the ultimate controlling shareholder is Mr. Zhang Jun 139 Transactions with Related Parties (RMB '000) | Transaction Type | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Sales of Goods or Services | 8,454 | 73,758 | | Purchases of Goods or Services | 117,831 | 111,102 | | Short-term Lease Expenses | 11,191 | 10,020 | | Interest Expense on Lease Liabilities | 122 | 203 | | Lease Income and Utilities Income | 6,962 | 6,711 | Balances with Related Parties (RMB '000) | Balance Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade Receivables from Related Parties (Net) | 23,764 | 24,113 | | Other Receivables from Related Parties (Net) | 177,710 | 194,466 | | Lease Liabilities to Related Parties | 3,962 | 5,721 | | Trade Payables to Related Parties | 140,453 | 201,683 | | Other Payables to Related Parties | 101,030 | 102,855 | - Certain bank financing of the Group is guaranteed by Mr. Zhang Jun and Hilong Petroleum 141 Other Information This section covers changes in directors' information, disclosures of interests for directors and major shareholders, adherence to corporate governance codes, and the absence of listed securities transactions or interim dividend declarations Changes in Directors' Information Since the publication date of the 2024 annual report, Non-executive Director Dr. Fan Renda and Independent Non-executive Director Mr. Huang Wenzong have ceased to serve as independent non-executive directors of certain other listed companies - Non-executive Director Dr. Fan Renda ceased to be an independent non-executive director of CITIC Resources Holdings Limited effective March 18, 2025, and ceased to be an independent non-executive director of Tongfang Konta Technology and Tongfang Guoxin Electronics on June 17, 2025, and June 20, 2025, respectively 151 - Independent Non-executive Director Mr. Huang Wenzong ceased to be an independent non-executive director of Qizhi Technology (Cayman) Co., Ltd. effective June 4, 2025 151 Disclosure of Interests As of June 30, 2025, directors and chief executives held interests in the company's shares, with Mr. Zhang Jun holding approximately 48.868% and Ms. Zhang Shuman holding approximately 1.473%; major shareholder Hilong Group Limited held 42.17% of shares; the company's 2023 share award scheme aims to incentivize employees, but no awards were granted as of the period end Directors' Long Positions in the Company's Shares | Director Name | Capacity | Number of Shares Interested | Approximate Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Zhang Jun | Founder/Beneficiary/Controlled Corporation Interest/Beneficial Owner | 829,021,800 | 48.868% | | Ms. Zhang Shuman | Controlled Corporation Interest/Beneficial Owner | 24,992,000 | 1.473% | | Mr. Cao Hongbo | Beneficial Owner | 1,708,000 | 0.101% | | Mr. Huang Wenzong | Beneficial Owner | 1,288,000 | 0.076% | | Dr. Yang Qingli | Spouse's Interest | 77,000 | 0.005% | | Mr. Gao Zhihai | Beneficial Owner | 1,395,000 | 0.082% | Major Shareholders' Long Positions in the Company's Shares | Name of Major Shareholder | Capacity | Number of Shares Interested | Approximate Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Hilong Group Limited | Beneficial Owner | 715,461,000 | 42.17% | | SCTS Capital Pte Ltd. | Nominee | 827,761,800 | 48.79% | | Standard Chartered Trust (Singapore) Limited | Trustee | 827,761,800 | 48.79% | | Ms. Gao Xia | Spouse's Interest | 829,021,800 | 48.87% | - The maximum total number of awarded shares under the 2023 award scheme does not exceed 10% of the company's issued share capital as of the adoption date (i.e., 169,643,860 shares) 158 Corporate Governance and Securities Transactions The company complied with the Corporate Governance Code during the interim period, although the roles of Chairman and Chief Executive Officer are combined in Mr. Zhang Jun, an arrangement the company believes enhances strategic planning efficiency with sufficient safeguards; all directors confirmed compliance with the Model Code for Securities Transactions by Directors; the Audit Committee reviewed the interim results and report - The company complied with the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Zhang Jun, an arrangement the company believes enhances overall strategic planning efficiency, with sufficient safeguards provided by the balanced composition of the Board and its committees 163 - All directors confirmed compliance with the Model Code for Securities Transactions by Directors throughout the interim period 164 - The company's Audit Committee reviewed the interim results and interim report for the period 165 Listed Securities and Dividends During the interim period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any listed securities, nor did they hold any treasury shares; the Board resolved not to declare an interim dividend - During the interim period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities, nor did they hold any treasury shares 166167 - The Board resolved not to declare an interim dividend 168
海隆控股(01623) - 2025 - 中期财报