久融控股(02358) - 2025 - 年度业绩

I. Financial Performance Announcement Consolidated Statement of Profit or Loss and Other Comprehensive Income Jiurong Holdings Limited reported HKD 875 million revenue, HKD 60.814 million gross profit, and a HKD 306 million loss for the 18 months ended June 30, 2025, with basic loss per share at HKD 5.60 cents | Indicator | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 875,247 | 471,779 | | Cost of sales | (814,433) | (410,040) | | Gross profit | 60,814 | 61,739 | | Other income | 67,351 | 39,496 | | Selling and distribution costs | (55,256) | (48,865) | | Administrative expenses | (70,843) | (43,351) | | Other operating expenses | (1,265) | (4,919) | | Other gains and losses, net | (172,299) | (247,875) | | Finance costs | (83,800) | (55,090) | | Share of loss of associates | (65,436) | (87,096) | | Loss before tax | (320,734) | (385,961) | | Income tax credit | 14,471 | 2,668 | | 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, the company reported HKD 1.079 billion in total assets, HKD 1.024 billion in net current liabilities, and a shift in shareholders' equity from surplus to deficit | Indicator | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | 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) | | Total assets less current liabilities | 54,915 | 557,732 | | Non-current liabilities | 291,339 | 474,796 | | (Net liabilities) / Net assets | (236,424) | 82,936 | | Cash and cash equivalents | 2,971 | 4,247 | | Trade receivables | 318,071 | 394,453 | | Trade payables and bills payable | 652,220 | 1,221,696 | II. Notes to the Consolidated Financial Statements Basis of Preparation The consolidated financial statements are prepared in Hong Kong dollars under the historical cost convention, adhering to Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance - The consolidated financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards, and Interpretations, as well as the disclosure requirements of the Hong Kong Companies Ordinance[8] - The statements are prepared under the historical cost convention, with adjustments for investment properties, investments at fair value through profit or loss, and equity investments at fair value through other comprehensive income[8] - The consolidated financial statements are presented in Hong Kong dollars, which is the functional currency of the Company, while major subsidiaries' functional currencies include Renminbi and Hong Kong dollars[8] Going Concern Basis The company faces significant going concern uncertainties due to substantial losses, high net current and total liabilities, and overdue debts, despite the Board's strategic plans to mitigate these challenges - As of June 30, 2025, the Group incurred a loss of approximately HKD 306 million, with net current liabilities of approximately HKD 1.024 billion, net liabilities of approximately HKD 236 million, and cash and cash equivalents of only approximately HKD 2.971 million[9] - The Group is in default on interest-bearing loan repayments of approximately HKD 415 million to an indirect shareholder, indicating significant going concern uncertainties[9] - The Board has initiated several plans to address these issues, including: - Coordinating the sale of plant and machinery-related assets with a Chinese new energy technology company[10] - Contacting creditors regarding overdue loans to seek extensions or alternative refinancing[10] - Negotiating with creditors and banks for loan renewals and new bank financing[10] - Evaluating potential proceeds from a share placement[10] Adoption of New and Revised Hong Kong Financial Reporting Standards The company adopted all effective new and revised Hong Kong Financial Reporting Standards, with no significant impact on accounting policies or reported amounts, and is assessing future standards - The Group has adopted all new and revised Hong Kong Financial Reporting Standards effective from January 1, 2024[11] - The adoption of these new and revised standards did not result in significant changes to the Group's accounting policies, financial statement presentation, or reported amounts[11] - The Group has not yet applied new standards that have been issued but are not yet effective, and is currently assessing their potential impact[11] Revenue and Segment Information The Group operates six reportable segments, generating HKD 875 million in revenue for the 18 months ended June 30, 2025, predominantly from digital video and new energy vehicle businesses in China Reportable Segments The Group operates six distinct reportable segments: digital video, new energy vehicles, cloud ecosystem big data, property development, property investment, and general trading - The Group has six reportable segments: - Digital video business: Engaged in the production and sale of smart TVs, digital TVs, high-definition LCD TVs, and set-top boxes, along with providing related integrated application solutions[12] - New energy vehicle business: Involved in the construction, application, and management of new energy vehicles and related products, charging facilities, and intelligent management systems, as well as component processing services[12] - Cloud ecosystem big data business: Engaged in the application and management of cloud ecosystem big data industry[12] - Property development: Involved in property development for industrial parks and sales of building materials[12] - Property investment: Engaged in property investment to earn rental income from industrial parks[12] - General trading: Engaged in general trading of goods and commodities[12] Revenue and Profit/Loss Analysis For the 18 months ended June 30, 2025, the Group's revenue grew to HKD 875 million, primarily from digital video and new energy vehicles, yet most segments reported losses, leading to a HKD 321 million consolidated loss before tax | Revenue Source | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Sales of digital video products | 465,032 | 229,223 | | Revenue from new energy vehicle charging services | 198,791 | 176,921 | | Processing income related to new energy vehicle components | 183,758 | 34,356 | | Revenue from big data services | 4,472 | 2,799 | | Sales of building 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 | | Segment | Reportable Segment Loss for 18 Months Ended June 30, 2025 (HKD thousands) | | :--- | :--- | | Digital video business | (77,998) | | New energy vehicle business | (38,924) | | Cloud ecosystem big data business | (39,708) | | Property development | (65,436) | | Property investment | (84,224) | | Total | (306,290) | | Segment | Reportable Segment Assets as of June 30, 2025 (HKD thousands) | | :--- | :--- | | Digital video business | 588,181 | | New energy vehicle business | 432,402 | | Cloud ecosystem big data business | 3,141 | | Property development | 85,893 | | Property investment | 619,263 | | Total | 1,728,880 | | Segment | Reportable Segment Liabilities as of June 30, 2025 (HKD thousands) | | :--- | :--- | | Digital video business | (872,790) | | New energy vehicle business | (667,745) | | Cloud ecosystem big data business | (232,315) | | Property development | (33,996) | | Property investment | (302,415) | | Total | (2,109,261) | | Indicator | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Total reportable segment revenue | 875,247 | 471,779 | | Total reportable segment loss | (306,290) | (390,185) | | Net unallocated corporate (expenses) / income | (14,444) | 4,224 | | Consolidated loss before tax | (320,734) | (385,961) | Geographical Information and Major Customers The Group's revenue and most non-current assets are derived from China, with Customer A (new energy vehicles) and Customer B (digital video) being key revenue contributors | Region | Revenue for 18 Months Ended June 30, 2025 (HKD thousands) | Revenue for Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | China | 875,247 | 470,986 | | Hong Kong | – | 793 | | Total | 875,247 | 471,779 | | Region | Non-current Assets as of June 30, 2025 (HKD thousands) | Non-current Assets as of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | China | 926,669 | 1,150,287 | | Hong Kong | 47 | 69 | | Total | 926,716 | 1,150,356 | | Customer | Segment | Revenue for 18 Months Ended June 30, 2025 (HKD thousands) | Revenue for Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | :--- | | 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 | Not applicable | Revenue Recognition Policies The Group recognizes revenue upon transfer of product control or service provision, with specific policies for digital video, new energy vehicles, cloud big data, property development, and construction material sales - Sales of digital video products are recognized when control of the products is transferred (i.e., products are delivered to customers), there are no unfulfilled obligations, and the customer obtains legal title[21] - Revenue from new energy vehicle charging services and processing services is recognized when services are provided and there are no unfulfilled obligations, with credit terms for charging services typically being payment on demand[22] - Revenue from cloud ecosystem big data services is recognized when services are provided and there are no unfulfilled obligations[23] - Revenue from property development contracts is recognized when control of the property is transferred (i.e., the customer obtains physical possession or legal title, and the Group is entitled to receive payment)[24] Other Income Other income significantly increased to HKD 67.351 million for the 18 months ended June 30, 2025, driven by higher interest income from associates and government grants | Income Source | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Bank interest income | 541 | 1,370 | | Write-off of trade payables | – | 3,827 | | Interest income from third parties | – | 5,497 | | Interest income from associates | 35,964 | 8,040 | | Government grants | 24,638 | 11,073 | | Reversal of impairment loss on inventories | – | 13 | | Gain on disposal of property, plant and equipment | – | 616 | | Penalty income for breach of contract | 1,525 | – | | Exchange differences | – | 8,753 | | Others | 4,683 | 307 | | Total | 67,351 | 39,496 | Other Gains and Losses, Net and Finance Costs Net other gains and losses amounted to a HKD 172 million loss for the 18 months ended June 30, 2025, largely due to fair value losses on investment properties, with finance costs rising to HKD 83.8 million | Item | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Expected credit losses recognized on trade receivables | (98,193) | (10,031) | | Expected credit losses recognized on other receivables | (15,193) | (51,168) | | Impairment loss on property, plant and equipment | – | (91,655) | | Loss on disposal of property, plant and equipment | – | (14,022) | | Fair value (loss) / gain on investments at fair value through profit or loss | (7,106) | 9,600 | | Fair value changes of investment properties | (120,803) | (25,723) | | Net exchange loss | – | (5,048) | | (Loss) / gain on disposal of investments at fair value through profit or loss | (96) | 9,264 | | Total | (172,299) | (247,875) | | Finance Cost Item | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Interest on bank and other loans | 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 | Loss for the Period/Year The Group's loss for the 18 months ended June 30, 2025, was HKD 306 million, driven by factors including cost of inventories sold, staff costs, depreciation, and fair value losses on investment properties | Item | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Cost of inventories sold | 814,433 | 410,040 | | Total staff costs | 111,838 | 90,563 | | Auditor's remuneration | 1,800 | 1,120 | | Depreciation of property, plant and equipment | 83,161 | 66,258 | | Depreciation of right-of-use assets | 6,210 | 3,174 | | Short-term lease related expenses | 7,034 | 13,050 | | Net exchange loss / (gain) | 5,048 | (8,753) | | Fair value loss on investment properties | 120,803 | 25,723 | | Impairment loss on property, plant and equipment | – | 91,655 | Income Tax Credit The Group reported an income tax credit of HKD 14.471 million for the 18 months ended June 30, 2025, primarily from deferred tax, with significant unused tax losses available | Item | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Current tax – China | (436) | 854 | | Deferred tax | (14,035) | (3,522) | | Total income tax credit | (14,471) | (2,668) | - Jiurong New Energy and Hangzhou Yunqi Cloud Data Co, Ltd have obtained high-tech enterprise certificates, entitling them to a preferential tax rate of 15%[30] - As of June 30, 2025, the Group had unused tax losses of approximately HKD 462 million (December 31, 2023: HKD 371 million) available to offset future profits[31] Loss Per Share Basic loss per share improved to HKD 5.60 cents for the 18 months ended June 30, 2025, with unexercised share options having no dilutive impact | Indicator | 18 Months Ended June 30, 2025 | Year Ended December 31, 2023 | | :--- | :--- | :--- | | Loss for the period/year attributable to owners of the Company | HKD 306,263,000 | HKD 383,293,000 | | Weighted average number of ordinary shares in issue | 5,472,000,000 shares | 5,472,000,000 shares | | Basic loss per share | (5.60) HK cents | (7.00) HK cents | - For the 18 months ended June 30, 2025, and the year ended December 31, 2023, the effect of the Company's outstanding share options had no dilutive impact on loss per share[34] Dividends The Board does not recommend any dividend payments for the 18 months ended June 30, 2025, or for the year ended December 31, 2023 - The Directors do not recommend the payment of any dividends for the 18 months ended June 30, 2025, and for each of the years ended December 31, 2023[35] Trade Receivables Net trade receivables decreased to HKD 318 million as of June 30, 2025, with a higher proportion of overdue receivables and increased expected credit loss provisions | Indicator | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Trade receivables | 425,945 | 493,112 | | Loss allowance | (107,874) | (98,659) | | Net | 318,071 | 394,453 | | Ageing | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | 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 | - As of June 30, 2025, trade receivables of approximately HKD 14.14 million were pledged to a bank as security[37] - For the 18 months ended June 30, 2025, a provision for expected credit losses on trade receivables of approximately HKD 10.031 million was recognized, determined using the probability of default method[40] Trade Payables and Bills Payable Total trade payables and bills payable decreased to HKD 652 million as of June 30, 2025, with a notable increase in the proportion of trade payables overdue for over two years | Indicator | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Trade payables | 474,684 | 944,651 | | Bills payable | 177,536 | 277,045 | | Total | 652,220 | 1,221,696 | | Ageing | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | 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 | - As of June 30, 2025, and December 31, 2023, certain bills payable were secured by the Group's investment properties, properties held for sale, and pledged bank deposits[41] III. Management Discussion and Analysis Overall Financial Performance For the 18 months ended June 30, 2025, turnover surged 86% to HKD 875 million, while gross profit slightly declined, and loss for the period decreased 20% to HKD 306 million | Indicator | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | | Turnover | 875,247 | 471,779 | +86% | | Gross profit | 60,814 | 61,739 | -1% | | Loss | (306,263) | (383,293) | -20% | | Basic loss per share (HK cents) | (5.60) | (7.00) | -20% | | Cash and cash equivalents | 2,971 | 4,247 | -30% | Turnover and Gross Profit Margin Turnover increased to HKD 875 million, driven by digital video and new energy vehicle businesses, but the gross profit margin declined from 13.09% to 6.95%, signaling profitability pressure - The Group recorded a turnover of approximately HKD 875 million, primarily from digital video business, new energy vehicle business, cloud ecosystem big data business, property investment, property development, and general trading[44] - The gross profit margin decreased from approximately 13.09% to 6.95%[49] Operating Businesses The Group operates six core businesses, including digital video and new energy vehicles, with a significant development in property development where an associate terminated a project - Digital video business: Engaged in the research, development, production, and sale of smart TVs, digital TVs, high-definition LCD TVs, and set-top boxes, and provides related integrated application solutions through Shuyuan Jiurong and Jiurong Smart[46] - New energy vehicle business: Engaged in the construction, application, and management of new energy vehicles and related products, charging facilities, and intelligent management systems, as well as component processing services through Jiurong New Energy[46] - Cloud ecosystem big data business: Engaged in cloud ecosystem big data application and management through Hangzhou Yunqi Cloud Data Co, Ltd[46] - Property development: Engaged in big data industrial park property development in Hangzhou through Hangzhou Green Cloud Property Co, Ltd, with associate Jingdu Guanrong having terminated its property development project and applied for the return of land use rights[47] - Property investment: Engaged in property investment through Green Cloud to earn rental income from Hangzhou Big Data Industrial Park[48] - General trading: Engaged in general trading of goods and commodities[48] Expenses The Group maintained stringent cost control measures and strengthened its cost control framework to ensure financial stability and enhance shareholder value - The Group continued to implement strict cost control measures across all aspects of its operations, with management adhering to prudent spending principles[50] - The Group further strengthened its cost control framework, regularly reviewing and updating internal procedures to ensure continuous achievement of cost-effectiveness objectives[50] Financial Position and Liquidity As of June 30, 2025, the Group faced severe financial and liquidity challenges, marked by significant operating cash outflows, reduced cash, and a shift to deficit in shareholders' equity | Indicator | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Cash used in operations | 316,849 | 1,156 | | Cash and cash equivalents | 2,971 | 4,247 | | Shareholders' equity | (236,424) (Deficit) | 82,936 (Surplus) | | Current assets | 797,025 | 853,883 | | Net debt | 2,056,955 | 2,107,091 | | Trade and bills receivables | 318,071 | 394,453 | - The Group recognized expected credit losses on trade receivables of approximately HKD 10.031 million (2023: HKD 98.193 million)[52] - Expected credit losses on other receivables amounted to approximately HKD 15.193 million (2023: HKD 51.168 million)[52] - Investment properties recorded a significant fair value loss of approximately HKD 121 million (2023: HKD 25.723 million), primarily due to the downturn in the Chinese real estate market[53] - As of June 30, 2025, the Group had pledged bank deposits, properties held for sale, investment properties, and trade receivables as collateral for bank loans and bills payable[53] Significant Investments, Acquisitions, and Disposals The Group disposed of all its non-Hong Kong listed equity investments and Songdu Services Group Limited shares, expecting disposal gains, with no other significant investment activities during the period - The Group has disposed of all its equity investments listed outside Hong Kong, classified as fair value through other comprehensive income, expecting to record a disposal gain of approximately HKD 22.834 million[54] - Between November 2024 and March 2025, the Company disposed of a total of 7.57 million shares in Songdu Services Group Limited, classified as investments at fair value through profit or loss[54] - Other than the disclosures above, the Group held no other significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the reporting period[54] Capital Structure The company's capital structure remained unchanged during the review period - There were no changes to the Company's capital structure during the review period[55] Risk Management The Group manages risks including intense competition in digital video, power supply and charging safety in new energy vehicles, and low foreign exchange exposure through strategic product development and operational controls - Intense competition risk: The digital video business faces fierce competition, putting downward pressure on product prices, with market position dependent on managing competition, introducing new products and services, pricing strategies, and customer preferences[56] - Unstable power supply risk: The new energy vehicle business relies on a stable power supply, mitigated by scheduling charging times between midnight and 4 AM to reduce electricity costs and ensure stable supply[57] - Charging safety risk: The new energy vehicle business utilizes employee manuals to guide staff on charging pile operations, with charging piles automatically stopping in case of abnormal charging to maintain high safety standards[58] - Foreign exchange and currency risk: The Group faces very low foreign currency risk as most business transactions, assets, and liabilities are denominated in functional currencies, and will be closely monitored with hedging considered if necessary[59] Contingent Liabilities and Capital Commitments The Group reported no contingent liabilities during the review period, while capital commitments significantly decreased to HKD 17.385 million | Indicator | As of June 30, 2025 (HKD thousands) | As of December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Contingent liabilities | None | None | | Capital commitments | 17,385 | 150,449 | Employees and Remuneration Policies As of June 30, 2025, employee numbers decreased to 248, yet total remuneration increased to HKD 112 million, with policies based on performance and experience, including training and retirement schemes | Indicator | As of June 30, 2025 (Number of Employees) | As of December 31, 2023 (Number of Employees) | | :--- | :--- | :--- | | Number of employees | 248 | 395 | | Indicator | 18 Months Ended June 30, 2025 (HKD thousands) | Year Ended December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Total employee remuneration | 111,838 | 90,563 | - The Group determines employee remuneration based on job responsibilities, performance, and professional experience, and provides on-the-job training[61] - The Group has established a Mandatory Provident Fund Scheme for Hong Kong employees and participates in defined contribution retirement schemes arranged by local governments in China[61] Events After Reporting Period Post-reporting period, the Group divested equity in Hangzhou Eastern Software Park and Jiangsu Jiurong Integrated Energy Services, including EV charging stations, and adjusted inter-company repayment responsibilities - On August 28, 2025, the Group sold approximately 5.22% equity in Hangzhou Eastern Software Park Co, Ltd for RMB 36.4878 million[63] - On September 10, 2025, the Group entered into an asset transaction agreement with Nanjing State Grid Dianrui Power Technology Co, Ltd to transfer 100% equity in Jiangsu Jiurong Integrated Energy Services Co, Ltd and 13 electric vehicle charging stations for RMB 6.87 million plus a transaction service fee, with the buyer assuming principal and interest on related loans[64] - On September 15, 2025, Shuyuan Jiurong, Yunqi Cloud Data, and their creditors entered into a claim substitution agreement, transferring Shuyuan Jiurong's repayment obligations to Xihu Electronics to Yunqi Cloud Data, adjusting Yunqi Cloud Data's repayment obligations to Hangzhou Shuyuan to Shuyuan Jiurong, and settling certain debts through a debt agreement[64] Business Review and Outlook The Group faced pressure in 2025, resulting in losses despite significant turnover growth in digital video and new energy vehicles, and plans future investments in these sectors with prudent financial management - In 2025, the Group continued to face pressure, incurring a loss of approximately HKD 307 million for the period, influenced by the downturn in China's real estate market, US-China trade friction, and a global economic slowdown, among other uncertainties[66] | Business | Turnover for 18 Months Ended June 30, 2025 (HKD thousands) | Turnover for Year Ended December 31, 2023 (HKD thousands) | Growth Rate | | :--- | :--- | :--- | :--- | | Digital video business | 465,032 | 229,223 | +103% | | New energy vehicle business | 382,549 | 211,277 | +81% | | Cloud ecosystem big data business | 4,472 | 2,799 | +60% | | Property investment business | 23,194 | 23,328 | -1% | - 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] - Management anticipates that the Chinese government will intensify macro-policy efforts, introduce more consumption stimulus measures, and continue to promote new quality productive forces and technological innovation, bringing potential opportunities for the Group's core businesses[69] - Moving forward, the Group will continue to closely evaluate business performance, invest in new energy vehicle and cloud ecosystem big data businesses, actively explore new business or investment opportunities, consider fundraising options, and focus on product quality and cost control[69] IV. Corporate Governance and Auditor's Report Purchase, Redemption or Sale of the Company's Listed Securities Neither the company nor its subsidiaries engaged in any purchase, redemption, or sale of the company's 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 securities trading code no less stringent than Listing Rules Appendix C3, with all directors confirming compliance during the review period - The Company has adopted a code of conduct for securities transactions by directors that is no less stringent than the required standard set out in Appendix C3 of the Listing Rules[71] - All Directors have confirmed that they have complied with the required standards set out in the Standard Code and the Code of Conduct during the period ended June 30, 2025[72] Corporate Governance Practices The company adheres to the Corporate Governance Code, with deviations noted for vacant Chairman and CEO positions and the absence of an independent internal audit department - The Company has complied with the code provisions of the Corporate Governance Code set out in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, save for certain deviations[73] - Deviations: - Deviation 1: The positions of Chairman and Chief Executive Officer have remained vacant, and the Board is actively seeking suitable candidates to fill these vacancies[73] - Deviation 2: An independent internal audit department has not been established, but a group of employees has been assigned 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 Audit Committee, composed of three independent non-executive directors, oversees financial reporting and internal controls, having reviewed the Group's annual results and accounting principles - The Company has established an Audit Committee in compliance with Rule 3.21 of the Listing Rules, comprising three independent non-executive directors[74] - The Audit Committee has reviewed the Group's annual results for the period, including the accounting principles and practices adopted by the Company[75] Extract of Independent Auditor's Report The auditor issued a disclaimer of opinion on the consolidated financial statements, citing significant going concern uncertainties and scope limitations on receivable recoverability Disclaimer of Opinion The auditor issued a disclaimer of opinion on the consolidated financial statements due to insufficient appropriate audit evidence - The auditor issued a disclaimer of opinion due to the inability to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the consolidated financial statements[78] Basis for Disclaimer of Opinion The auditor's disclaimer is based on scope limitations concerning the going concern assessment, highlighting significant uncertainties like substantial losses, high liabilities, and unaddressed overdue debts - The Group recorded a loss of approximately HKD 306 million for the period ended June 30, 2025, with significant operating cash outflows, net current liabilities of approximately HKD 1.024 billion, and net liabilities of approximately HKD 236 million[79] - As of June 30, 2025, the Group's cash and cash equivalents were approximately HKD 2.971 million, and it was in default on interest-bearing loan repayments of approximately HKD 415 million to an indirect shareholder[80] - The effectiveness of the Group's going concern assumption depends on the successful implementation of various measures, including asset sales, extension or refinancing of overdue debts, obtaining new financing, and share placements, all of which involve significant uncertainties[81] Other Matters The auditor identified scope limitations regarding the recoverability of HKD 176 million in Cuban trade receivables and HKD 8.304 million in advances from a former director - Inability to be satisfied with the recoverability of approximately HKD 176 million (December 31, 2023: HKD 173 million) in trade receivables from Cuban trade operations, as the National Bank of Cuba was unable to settle the outstanding amounts when due and lacked a definite repayment schedule[83] - Inability to obtain sufficient appropriate audit evidence to confirm the nature and recoverability of advances of HKD 8.304 million due from a former director, which depends on the outcome of ongoing High Court legal proceedings[85] Board's Position, Views, and Assessment on Disclaimer of Opinion The Board acknowledges the auditor's disclaimer and significant going concern uncertainties, but believes the going concern assumption is reasonable due to active mitigation plans, despite implementation risks - The Board understands that the auditor's disclaimer reflects the inability to obtain sufficient appropriate audit evidence to assess the reasonableness and effectiveness of the Group's going concern basis[86] - The Board reiterates that the Group faces significant financial risks and uncertainties, posing serious challenges to its ability to continue as a going concern[86] - The Board has actively implemented various measures, including: - Continuously advancing plans for the disposal of plant and machinery-related assets and investment properties[87] - Communicating with creditors to seek extensions or alternative refinancing solutions for overdue borrowings[87] - Negotiating with banks for loan renewals or new financing[87] - Continuously promoting share placements[87] - The Board believes that the successful implementation of these plans and measures will alleviate the Group's liquidity pressure and improve its financial position, thus providing a reasonable basis for preparing the consolidated financial statements on a going concern basis[89] - The Board acknowledges that the implementation of these plans and measures still involves significant uncertainties, which may affect the Group's ability to continue as a going concern[89] Audit Committee's Opinion The Audit Committee reviewed the auditor's disclaimer and management's going concern measures, agreeing with the Board's stance while acknowledging the auditor's concerns regarding implementation uncertainties - The Audit Committee has thoroughly reviewed the disclaimer of opinion and management's measures, views, and assessment regarding the appropriateness of preparing the consolidated financial statements on a going concern basis[90] - The Committee agrees with the position held by the Company's management and Board that, with the successful implementation of the relevant plans and measures, the Group will have sufficient working capital to support its business operations[91] - The Audit Committee understands the auditor's concerns regarding the uncertainties of the Company's management successfully implementing the relevant plans and measures, and has no disagreement with the auditor's position on the going concern issue[91] Extract of Note 2 to the Consolidated Financial Statements Note 2 confirms the Board's belief in sufficient working capital for going concern, based on asset sales and financing plans, but acknowledges necessary adjustments if going concern is not maintained - The Group has initiated plans to coordinate the disposal of plant and machinery-related assets, with expected proceeds to be received according to a timetable[92] - The Group has notified and contacted creditors regarding overdue loans, seeking extensions or alternative refinancing[92] - The Group will negotiate with creditors and banks for loan renewals and new bank financing[92] - The Directors are satisfied that the Group will have sufficient working capital to meet its current needs, and therefore, the preparation of the consolidated financial statements on a going concern basis is appropriate[92] Publication of Results Announcement The Group's annual results for the 18 months ended June 30, 2025, are available on the HKEX and company websites - The Group's annual results for the 18 months ended June 30, 2025, are available on the website of The Stock Exchange of Hong Kong Limited (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 the announcement date, the Board of Directors consists of three executive directors and three independent non-executive directors - As of the date of this announcement, 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]