久融控股(02358) - 2025 - 年度业绩

Financial Performance Overview Consolidated Statement of Profit or Loss and Other Comprehensive Income Revenue grew 86%, gross profit slightly declined, and loss narrowed, improving basic loss per share | Metric | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Revenue | 875,247 | 471,779 | | Cost of sales | (814,433) | (410,040) | | Gross profit | 60,814 | 61,739 | | Loss before tax | (320,734) | (385,961) | | Loss for the period/year | (306,263) | (383,293) | | Basic loss per share (HK cents) | (5.60) | (7.00) | Consolidated Statement of Financial Position As of June 30, 2025, total assets decreased, and shareholders' equity shifted from surplus to deficit | Metric | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Non-current assets | 1,079,229 | 1,381,775 | | Current assets | 797,025 | 853,883 | | Current liabilities | 1,821,339 | 1,677,926 | | Net current liabilities | (1,024,314) | (824,043) | | Non-current liabilities | 291,339 | 474,796 | | Total (deficit) / equity | (236,424) | 82,936 | Notes to the Financial Statements 1. Basis of Preparation Consolidated financial statements are prepared under HKFRS and Hong Kong Companies Ordinance, using historical cost and presented in HKD - The consolidated financial statements adhere to Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, prepared under the historical cost convention and presented in Hong Kong Dollars[8] 2. Going Concern Basis The Group faces significant going concern uncertainties due to substantial losses, net current liabilities, and overdue debts; the Board proposed mitigation measures - For the period ended June 30, 2025, the Group incurred a loss of approximately HKD 306,263 thousand, net current liabilities of approximately HKD 1,024,314 thousand, net liabilities of approximately HKD 236,424 thousand, cash and cash equivalents of approximately HKD 2,971 thousand, and overdue interest-bearing loan repayments of approximately HKD 414,871 thousand[9] - The Board plans to ensure sufficient working capital through measures such as asset disposals, extension of overdue loans/alternative refinancing, securing new bank financing, and share placements, deeming the preparation of consolidated financial statements on a going concern basis appropriate[10] 3. Adoption of New and Revised HKFRSs The Group adopted all new and revised HKFRSs effective January 1, 2024, with no significant changes to accounting policies or financial statements - The adoption of new and revised HKFRSs did not result in significant changes to the Group's accounting policies, financial statement presentation, or amounts[11] 4. Revenue and Segment Information The Group operates in six reportable segments, generating total revenue of HKD 875,247 thousand, primarily from China - The Group has six reportable segments: digital video business, new energy vehicle business, cloud ecosystem big data business, property development, property investment, and general trading[12] Revenue by Reportable Segment | Revenue Source | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Sales of digital video products | 465,032 | 229,223 | | Revenue from new energy vehicle charging services | 198,791 | 176,921 | | Processing income for new energy vehicle components | 183,758 | 34,356 | | Revenue from big data services | 4,472 | 2,799 | | Sales of construction materials | – | 1,294 | | General trading | – | 3,858 | | Revenue from contracts with customers | 852,053 | 448,451 | | Rental income | 23,194 | 23,328 | | Total revenue | 875,247 | 471,779 | Revenue from External Customers (by Geographical Area) | Region | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | China | 875,247 | 470,986 | | Hong Kong | – | 793 | | Total | 875,247 | 471,779 | Major Customer Revenue | Customer | Segment | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | :--- | | Customer A | New energy vehicle business | 147,750 | 129,717 | | Customer B | Digital video business | 104,083 | 74,193 | | Customer C | Digital video business | 103,763 | N/A | 5. Other Income Other income increased from HKD 39,496 thousand to HKD 67,351 thousand, driven by higher interest from associates and government grants Details of Other Income | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Bank interest income | 541 | 1,370 | | Interest income from associates | 35,964 | 8,040 | | Government grants | 24,638 | 11,073 | | Penalty income for breach of contract | 1,525 | – | | Others | 4,683 | 307 | | Total | 67,351 | 39,496 | 6. Other Gains and Losses, Net Net other gains and losses narrowed from a loss of HKD 247,875 thousand to HKD 172,299 thousand, mainly due to expected credit losses and fair value changes Details of Other Gains and Losses, Net | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Expected credit losses recognized on trade receivables | (98,193) | (10,031) | | Expected credit losses recognized on other receivables | (15,193) | (51,168) | | Fair value changes of investment properties | (120,803) | (25,723) | | Fair value (losses) / gains on investments at fair value through profit or loss | (7,106) | 9,600 | | Total | (172,299) | (247,875) | 7. Finance Costs Finance costs increased from HKD 55,090 thousand to HKD 83,800 thousand, primarily due to increased interest on bank and other loans Details of Finance Costs | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Interest on bank and other borrowings | 69,367 | 47,543 | | Interest on bills payable | 12,343 | 6,476 | | Interest on lease liabilities | 2,090 | 1,071 | | Total | 83,800 | 55,090 | 8. Loss for the Period/Year Loss for the period was primarily affected by cost of inventories sold, staff costs, depreciation, and fair value losses on investment properties Key Components of Loss for the Period/Year | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Cost of inventories sold | 814,433 | 410,040 | | Staff costs | 111,838 | 90,563 | | Depreciation of property, plant and equipment | 83,161 | 66,258 | | Fair value losses on investment properties | 120,803 | 25,723 | | Impairment loss on property, plant and equipment | – | 91,655 | 9. Income Tax Credit The Group recorded an income tax credit of HKD 14,471 thousand, primarily due to deferred tax credits; some China operations enjoy a 15% preferential tax rate - Jiu Rong New Energy and Yunqi Cloud Data obtained high-tech enterprise certificates, entitling them to a preferential tax rate of 15%[30] Details of Income Tax Credit | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Current - China | (436) | 854 | | Deferred tax | (14,035) | (3,522) | | Income tax credit | (14,471) | (2,668) | - As of June 30, 2025, the Group has unutilized tax losses of approximately HKD 462,462 thousand available to offset future profits, of which approximately HKD 461,741 thousand are unrecognized tax assets[31] 10. Loss Per Share Basic loss per share for the 18 months ended June 30, 2025, was 5.60 HK cents, an improvement from 7.00 HK cents in 2023 Loss Per Share | Metric | For the 18 months ended June 30, 2025 (HK cents) | For the year ended December 31, 2023 (HK cents) | | :--- | :--- | :--- | | Basic loss per share | (5.60) | (7.00) | | Diluted loss per share | (5.60) | (7.00) | 11. Dividends The Board does not recommend any dividends for the 18 months ended June 30, 2025, or for the year ended December 31, 2023 - The Board does not recommend the payment of any dividends for the 18 months ended June 30, 2025, or for the year ended December 31, 2023[35] 12. Trade Receivables As of June 30, 2025, total trade receivables decreased to HKD 318,071 thousand, with receivables over one year forming the largest portion Trade Receivables and Loss Allowance | Item | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Trade receivables | 425,945 | 493,112 | | Loss allowance | (107,874) | (98,659) | | Total | 318,071 | 394,453 | Ageing Analysis of Trade Receivables (Net of Impairment) | Ageing | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Within 90 days | 1,833 | 79,267 | | 91 to 180 days | 19,872 | 1,462 | | 181 days to one year | 301 | 6,651 | | Over one year | 296,065 | 307,073 | | Total | 318,071 | 394,453 | - For the 18 months ended June 30, 2025, the expected credit loss allowance for trade receivables was approximately HKD 10,031 thousand, a decrease from HKD 98,659 thousand in 2023[40] 13. Trade and Bills Payables Total trade and bills payables decreased significantly to HKD 652,220 thousand, with trade payables over two years showing a notable increase Trade and Bills Payables | Item | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Trade payables | 474,684 | 944,651 | | Bills payable | 177,536 | 277,045 | | Total | 652,220 | 1,221,696 | Ageing Analysis of Trade Payables | Ageing | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Within 180 days | 32,319 | 127,331 | | 181 days to one year | 9,040 | 35,967 | | One to two years | 104,352 | 719,949 | | Over two years | 328,973 | 61,404 | | Total | 474,684 | 944,651 | Management Discussion and Analysis Financial Review The Group's turnover grew 86%, gross profit margin declined, and losses persisted; financial position faced liquidity pressure, and shareholders' equity turned into a deficit - For the 18 months ended June 30, 2025, turnover was approximately HKD 875,247 thousand, an increase of approximately 86% compared to 2023[43] - Gross profit margin decreased from approximately 13.09% to 6.95%[49] - As of June 30, 2025, shareholders' equity was a deficit of approximately HKD 236,424 thousand (2023: a surplus of approximately HKD 82,936 thousand)[51] - Investment properties recorded significant fair value losses of approximately HKD 120,803 thousand (2023: approximately HKD 25,723 thousand)[52] - The Group disposed of all its equity investments listed outside Hong Kong, classified as fair value through other comprehensive income, expecting a disposal gain of approximately HKD 22,834 thousand[54] Overall Financial Performance - For the 18 months ended June 30, 2025, turnover was approximately HKD 875,247 thousand, an increase of approximately 86% compared to 2023[43] - Gross profit was approximately HKD 60,814 thousand, a decrease of approximately 1% compared to 2023[43] - Loss was approximately HKD 306,263 thousand, a decrease of approximately 20% compared to 2023[43] - Basic loss per share was approximately 5.60 HK cents, an improvement from 7.00 HK cents in 2023[43] Turnover - The Group's turnover primarily derives from digital video business, new energy vehicle business, cloud ecosystem big data business, property investment, property development, and general trading[44] Operating Segments - Digital video business: R&D, production, and sales of smart TVs, digital TVs, high-definition LCD TVs, and set-top boxes, along with telecommunications, TV, and internet integrated application solutions for the digital audio-visual industry[46] - New energy vehicle business: Construction, application, and management of new energy vehicles and related products, charging facilities, and smart management systems, as well as providing processing services for new energy vehicle components[46] - Cloud ecosystem big data business: Engaged in cloud ecosystem big data application and management[47] - Property development: Engaged in big data industrial park property development in Hangzhou, and previously invested in industrial park and property development projects in Harbin and Wenzhou, with the Wenzhou project having been terminated[47] - Property investment: Generates rental income through the Hangzhou Big Data Industrial Park, which comprises 7 mixed-use commercial and office buildings and parking spaces[47] - General trading: General trading of goods and commodities[48] Gross Profit Margin - Gross profit margin decreased from approximately 13.09% to 6.95%[49] Expenses - The Group continues to implement strict cost control measures across all aspects of its operations, adhering to prudent financial management principles[50] Financial Position and Liquidity - As of June 30, 2025, the asset-liability ratio was 0.74, consistent with 2023[51] - The Group recorded net current liabilities, with cash used in operations of approximately HKD 316,849 thousand[51] - Cash and cash equivalents were approximately HKD 2,971 thousand, a decrease from HKD 4,247 thousand in 2023[51] - Shareholders' equity shifted from a surplus of approximately HKD 82,936 thousand in 2023 to a deficit of approximately HKD 236,424 thousand as of June 30, 2025[51] - Trade and bills receivables decreased from HKD 394,453 thousand in 2023 to HKD 318,071 thousand as of June 30, 2025[51] - Investment properties recorded significant fair value losses of approximately HKD 120,803 thousand (2023: approximately HKD 25,723 thousand), primarily due to the downturn in the China real estate market[52] - The Group has pledged bank deposits, properties held for sale, investment properties, and trade receivables as collateral for bank loans[53] Significant Investments Held, Material Acquisitions and Disposals - The Group disposed of all its equity investments listed outside Hong Kong, classified as fair value through other comprehensive income, expecting a disposal gain of approximately HKD 22,834 thousand[54] - The Company sold a total of 7,570,000 shares of Songdo Services Group Co Ltd in the open market, which were classified as investments at fair value through profit or loss[54] Capital Structure - There were no changes to the Company's capital structure during the review period[55] Risk Management The Group faces intense competition in digital video, power supply and charging safety risks in new energy vehicles, and low foreign exchange risk - The digital video business faces intense competition, putting downward pressure on product prices; market position depends on the ability to manage competition, introduce new products, and implement pricing strategies[56] - The new energy vehicle business relies on a stable power supply, with charging times primarily scheduled between midnight and early morning to reduce electricity costs[57] - The new energy vehicle business utilizes employee manuals for charging pile operations and features automatic stop functions for abnormal charging to ensure safety[58] - The Group faces very low foreign currency risk and currently has no foreign currency hedging policy, but it closely monitors and considers hedging when necessary[59] Contingent Liabilities and Capital Commitments The Group had no contingent liabilities, and capital commitments significantly decreased to HKD 17,385 thousand - The Group had no contingent liabilities during the review period[60] - Capital commitments were approximately HKD 17,385 thousand, a significant decrease from HKD 150,449 thousand in 2023[60] Employees and Remuneration Policy Employee count decreased to 248, but total remuneration increased; policy aims to attract talent, with MPF and China retirement plans - As of June 30, 2025, the Group had 248 employees (2023: 395 employees)[61] - Total employee remuneration for the period was approximately HKD 111,838 thousand (2023: approximately HKD 90,563 thousand)[61] - The Group operates a Mandatory Provident Fund Scheme (for Hong Kong employees) and a China retirement plan (for China employees)[61] - The directors' remuneration policy aims to provide competitive packages; executive directors' remuneration includes basic salary, discretionary bonuses, and other benefits, while independent non-executive directors receive fixed director's fees[62] Events After Reporting Period Subsequent to the reporting period, the Group undertook several asset disposals and debt restructuring activities - On August 28, 2025, the Group sold approximately 5.22% equity interest in Hangzhou Eastern Software Park Co Ltd for RMB 36,487,800[63] - On September 10, 2025, the Group agreed to transfer 100% equity interest in Jiangsu Jiurong Integrated Energy Services Co Ltd and 13 electric vehicle charging stations for a consideration of RMB 6,870,000, with the buyer assuming repayment of loan principal of RMB 1,060,000 and interest[63] - On September 15, 2025, Suyuan Jiurong, Yunqi Cloud Data, and their creditors entered into a claim substitution agreement to transfer repayment responsibilities[64] Business Review and Outlook Under multiple pressures, the Group remained under pressure in H1 2025; despite this, key business segments achieved revenue growth; the Group will continue to invest in new energy vehicles and cloud big data - The Group's strategy is to actively seize technology-driven industry development opportunities through a diversified business portfolio, while maintaining prudent risk management and cost control[65] - For the 18 months ended June 30, 2025, digital video business turnover increased to approximately HKD 465,032 thousand, an increase of approximately 103% compared to last year[66] - New energy vehicle business recorded turnover of approximately HKD 382,549 thousand, an increase of approximately 81% compared to last year[66] - Cloud ecosystem big data business recorded turnover of approximately HKD 4,472 thousand, an increase of approximately 60% compared to last year[68] - The Group will continue to invest in the new energy vehicle business and further establish EV charging stations in Hangzhou and other provinces in China, aiming to become one of China's largest new energy vehicle charging facility operators[68] - Future strategies include: closely evaluating business performance, investing in new energy vehicle and cloud ecosystem big data businesses, exploring new business or investment opportunities, considering fundraising options, and focusing on product quality and cost control[69] Corporate Governance and Audit Report Purchase, Redemption or Sale of the Company's Listed Securities Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of its listed securities during the period - During the period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[70] Standard Code for Securities Transactions The Company adopted a code of conduct for securities transactions, and all directors confirmed compliance with the Model Code and code of conduct - The Company has adopted a code of conduct for securities transactions, and all directors have confirmed compliance with the required standards of the Model Code and the code of conduct throughout the period[71][72] Corporate Governance Practices The Company complied with the Corporate Governance Code, with exceptions for vacant Chairman and CEO positions and no independent internal audit department - The Company has complied with the Code Provisions of the Corporate Governance Code, with exceptions for the vacant positions of Chairman and and CEO and the absence of an independent internal audit department[73] - The Board has assigned a group of staff to perform internal audit functions, with executive directors and the Chief Financial Officer directly responsible for risk management and internal control systems[73] Audit Committee The Company's Audit Committee, comprising three independent non-executive directors, reviews and oversees financial reporting and internal controls - The Audit Committee comprises three independent non-executive directors, responsible for reviewing and overseeing the Group's financial reporting procedures and internal control systems[74] - The Audit Committee has reviewed the Group's full-year results for the period, including the accounting principles and practices adopted by the Company[75] Scope of Work of the Group's Auditor The Group's auditor agreed to the consolidated financial statement figures but did not express an opinion or assurance conclusion - The auditor has agreed to the consolidated financial statement figures in the preliminary announcement but has not expressed an opinion or assurance conclusion thereon, as their work does not constitute an assurance engagement[76] Extract of Independent Auditor's Report The independent auditor disclaimed an opinion on the Group's consolidated financial statements due to significant going concern uncertainties and insufficient audit evidence for management's mitigation measures - The auditor disclaimed an opinion on the Group's consolidated financial statements due to inability to obtain sufficient appropriate audit evidence[78] - The primary basis for the disclaimer of opinion is scope limitations related to the assessment of the appropriateness of the going concern basis, including the Group's significant losses, net current liabilities, net liabilities, insufficient cash and cash equivalents, and overdue debts[79] - The auditor was unable to obtain sufficient audit evidence to assess whether management's proposed mitigation measures (such as asset disposals, debt extensions/refinancing, new financing, and share placements) could be successfully implemented[80][81] - The auditor had doubts about the recoverability of trade receivables from Cuban trade business (approximately HKD 176,182 thousand) due to the Cuban National Bank's inability to settle outstanding amounts on time and the absence of a clear repayment schedule[83] - The auditor was unable to confirm the nature and recoverability of an amount due from a former director (advances of HKD 8,304 thousand), which depends on the outcome of ongoing High Court legal proceedings[85] Disclaimer of Opinion - The auditor disclaimed an opinion on the Group's consolidated financial statements due to inability to obtain sufficient appropriate audit evidence[78] Basis for Disclaimer of Opinion - The Group recorded a loss of approximately HKD 306,263 thousand, net current liabilities of approximately HKD 1,024,314 thousand, net liabilities of approximately HKD 236,424 thousand, cash and cash equivalents of approximately HKD 2,971 thousand, and overdue interest-bearing loan repayments of approximately HKD 414,871 thousand during the period[79] - The validity of the going concern assumption depends on the successful implementation of measures such as asset disposals, extension/refinancing of overdue debts, new financing, and share placements, but the auditor could not obtain sufficient audit evidence to assess their feasibility[80][81] Other Matters - The auditor could not be satisfied with the recoverability of trade receivables of approximately HKD 176,182 thousand from Cuban trade business, as the Cuban National Bank was unable to settle outstanding amounts on time[83] - The auditor was unable to confirm the nature and recoverability of an amount due from a former director of HKD 8,304 thousand, which depends on the outcome of ongoing legal proceedings[85] Board's Position, Views and Assessment on the Disclaimer of Opinion The Board acknowledges the auditor's disclaimer and reiterates financial challenges; despite uncertainties, the Board has taken measures to alleviate liquidity pressure, believing in the going concern assumption - The Board acknowledges that the auditor's disclaimer of opinion reflects the inability to obtain sufficient audit evidence and reiterates the Group's significant financial risks and uncertainties[86] - The Board has actively taken multiple measures, including advancing asset disposals, communicating with creditors for extensions/refinancing, securing new bank financing, and promoting share placements, to alleviate liquidity pressure[87][89] - Based on internal financial forecasts and active negotiations with various parties, the Board believes the Group has a reasonable basis to continue adopting the going concern assumption for preparing the consolidated financial statements[87] Audit Committee's Opinion The Audit Committee reviewed the auditor's disclaimer and management's responses, agreeing with management's going concern stance if plans succeed, and concurring on trade and other receivables - The Audit Committee has rigorously reviewed the auditor's disclaimer of opinion and management's responses, engaging in discussions with the auditor[90] - The Committee agrees with management's position on the appropriateness of preparing the consolidated financial statements on a going concern basis, provided that the relevant plans and measures are successfully implemented[91] - The Audit Committee understands the auditor's concerns regarding the uncertainties of management's ability to successfully implement the relevant plans and measures, and has no disagreement with the auditor on the going concern issue[91] - The Committee agrees with management's judgment on the recoverability of trade and other receivables[91] Extract of Note 2 to the Consolidated Financial Statements The Board reiterates that, based on plans for asset disposals, debt extensions/refinancing, new bank financing, and share placements, the Group will have sufficient working capital - The Board is satisfied that the Group will have sufficient working capital to meet current needs, thus deeming the preparation of consolidated financial statements on a going concern basis appropriate, provided that plans for asset disposals, debt extensions/refinancing, new bank financing, and share placements are successfully implemented[92] Publication of Results Announcement The Group's full-year results for the 18 months ended June 30, 2025, are available on the HKEX website and the Company's website - The Group's full-year results for the 18 months ended June 30, 2025, are available on The Stock Exchange of Hong Kong Limited website www.hkex.com.hk and the Company's website http://www.irasia.com/listco/hk/2358[93](index=93&type=chunk) Board of Directors As of this announcement date, the Board comprises three executive directors and three independent non-executive directors - The executive directors are Mr. Chen Yunxiang, Ms. Liu Bingjie, and Mr. Yan Zhendong[94] - The independent non-executive directors are Mr. Chen Zheng, Mr. Huang Zhijian, and Mr. Hua Nengdong[94]