Financial Performance - Total revenue for the year ended June 30, 2025, was HKD 579,400,000, a decrease of 39.6% compared to HKD 959,084,000 for the previous period[4] - The gross profit for the year was HKD 39,499,000, down from HKD 49,905,000, reflecting a decline of 20.6%[5] - The company reported a net loss attributable to owners of HKD 7,450,000, compared to a loss of HKD 132,840,000 in the previous period, indicating an improvement[4] - The company reported a net loss attributable to owners of HKD 6,709,000 for the year ended June 30, 2025, compared to a loss of HKD 127,847,000 for the previous year, indicating a significant improvement[6] - Total comprehensive income for the year was HKD 3,273,000, a recovery from a loss of HKD 6,485,000 in the prior year[6] - The company reported a basic loss per share of HKD 1.32 for the year, compared to HKD 28.90 in the previous year, reflecting a substantial reduction in losses[7] - The group reported a net loss of approximately HKD 10,282,000 for the year ending June 30, 2025[15] - The group reported a pre-tax loss of HKD 7,450,000 for the year ending June 30, 2025, and a loss of HKD 132,840,000 for the period from January 1, 2023, to June 30, 2024[36] Expenses and Costs - The company experienced an operating loss of HKD 405,000, significantly improved from HKD 131,180,000 in the previous period[5] - Administrative and selling expenses decreased to HKD 75,130,000 from HKD 102,279,000, showing a reduction of 26.5%[5] - The financial costs decreased to HKD 29,235,000 from HKD 72,647,000[5] - The group reported interest expenses of HKD 29,235,000 for the period ending June 30, 2025, down from HKD 72,647,000 for the same period in 2024, indicating a significant reduction of approximately 59.8%[31] - The total revenue cost for the year ending June 30, 2025, was HKD 539,901,000, compared to HKD 909,179,000 for the previous period[32] - The employee benefit expenses (excluding directors and highest-paid executives) totaled HKD 84,545,000 for the year ending June 30, 2025[32] - The deferred tax expense for the year ending June 30, 2025, was HKD 9,213,000, compared to HKD 1,071,000 for the previous period[35] Assets and Liabilities - The company's non-current assets decreased to HKD 62,055,000 from HKD 67,511,000 year-over-year, primarily due to a reduction in right-of-use assets and intangible assets[8] - Current assets increased significantly to HKD 397,589,000 from HKD 296,745,000, driven by a rise in carbon credit assets and cash and cash equivalents[8] - Total liabilities increased to HKD 441,052,000 from HKD 365,654,000, with current liabilities rising to HKD 378,708,000 from HKD 331,308,000[9] - The company's equity attributable to owners rose to HKD 22,463,000 from HKD 2,176,000, indicating a recovery in shareholder value[9] - The group has contingent liabilities related to performance guarantees provided to banks amounting to HKD 15.2 million as of June 30, 2025, down from HKD 16.8 million in the previous year[43] Business Strategy and Future Outlook - The company plans to focus on expanding its carbon neutral business and digital technology sectors in the upcoming fiscal year[3] - Future guidance indicates a cautious outlook due to market conditions, with a focus on cost management and operational efficiency[3] - The company plans to continue focusing on market expansion and new product development to drive future growth[10] - The group plans to innovate in the new energy sector by developing an integrated business model for solar energy, charging, storage, and management[50] - The group aims to utilize blockchain and artificial intelligence technologies to develop an integrated online and offline platform for lithium battery utilization[50] - The group plans to invest more resources in the new energy business sector, particularly in battery recycling and establishing a recovery network[72] Segment Performance - The segment performance for the global carbon neutrality business showed a profit of HKD 25,265,000, while the civil engineering and construction business reported a loss of HKD 61,905,000 for the period ending June 30, 2025[26] - Revenue from civil engineering and construction business for the year was HKD 556.8 million, down from HKD 657.4 million in the previous period, with a gross profit of HKD 34.2 million and a gross margin of 6.1%[60] - The total contract amount for significant ongoing construction projects as of June 30, 2025, was approximately HKD 300 million, with unpaid amounts of HKD 115 million, compared to HKD 371 million and HKD 49 million respectively in the previous year[61] Regulatory and Compliance - The group has adopted revised Hong Kong Financial Reporting Standards (HKFRS) for the current fiscal year, which includes HKFRS 16 related to lease liabilities[19] - No early adoption of newly issued or revised HKFRS that are not yet effective has been made by the group[20] - The new HKFRS 18 will replace HKAS 1 for the presentation and disclosure of financial statements, introducing new requirements for performance indicators[22] - The group is evaluating the detailed impact of HKFRS 18 on its consolidated financial statements[23] Corporate Governance - The board does not recommend any final dividend payment for the current fiscal year[79] - The company has fully complied with the listing rules regarding the appointment and resignation of independent non-executive directors, with recent changes including the appointment of Ms. Qiao Yanlin and Mr. Cao Ming[81][82] - The audit committee currently consists of three members, all of whom are independent non-executive directors, and has reviewed the group's accounting principles and policies[86] - There have been no significant events affecting the group since the end of the reporting period[87]

ANNUAL REPORT 年報 2025 年 報 CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. Given that the companies listed o ...

Investment Performance - The company reported a fair value loss of HKD 26,000,000 on its equity investment in Imagi Brokerage Limited due to poor performance in core brokerage operations and a decline in the market value of securities held by the investment target [3]. - The significant revenue decline in the brokerage business was attributed to a challenging market environment, prompting a reassessment of the investment's future prospects [3]. - The net asset value of the investment target decreased as a result of the decline in the market value of its securities investments [3].

[Company Information and Report Overview](index=1&type=section&id=Company%20Information%20and%20Report%20Overview) This section provides an overview of Champion Technology Holdings Limited and its annual results for the year ended June 30, 2025 [Report Statement and Company Profile](index=1&type=section&id=Report%20Statement%20and%20Company%20Profile) Champion Technology Holdings Limited released its annual results announcement for the year ended June 30, 2025 - Company Name: **CHAMPION TECHNOLOGY HOLDINGS LIMITED**[2](index=2&type=chunk) - Reporting Period: Year ended **June 30, 2025**[2](index=2&type=chunk) [Consolidated Financial Results](index=1&type=section&id=Consolidated%20Financial%20Results) This section presents the Group's consolidated financial performance and position for the year ended June 30, 2025 [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended June 30, 2025, the Group's revenue significantly decreased by 72.7% to HK$57,311 thousand, with loss for the year expanding to HK$50,309 thousand Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 ('000 HKD) | 2024 ('000 HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 57,311 | 208,612 | -72.7% | | Cost of sales | (53,073) | (197,212) | -73.1% | | Gross profit | 4,238 | 11,400 | -62.9% | | Other income, gains and losses | 4,792 | 2,246 | +113.4% | | General and administrative expenses | (37,565) | (22,692) | +65.5% | | Loss before tax | (51,445) | (12,776) | +302.7% | | Loss for the year | (50,309) | (12,222) | +311.6% | | Loss for the year attributable to owners of the Company | (44,226) | (12,420) | +256.1% | | Basic and diluted loss per share | (5.03) HK cents | (1.82) HK cents | +176.4% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets slightly increased, with non-current assets rising to HK$45,629 thousand and net current assets growing to HK$74,935 thousand Key Data from Consolidated Statement of Financial Position | Indicator | 2025 ('000 HKD) | 2024 ('000 HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 45,629 | 42,383 | +7.7% | | Current assets | 256,551 | 220,006 | +16.6% | | Current liabilities | 181,616 | 157,820 | +15.1% | | Non-current liabilities | 11,284 | 8,100 | +39.3% | | Net current assets | 74,935 | 62,186 | +20.5% | | Net assets | 109,280 | 96,469 | +13.3% | | Equity attributable to owners of the Company | 115,423 | 96,494 | +19.6% | [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed notes and disclosures supporting the Group's consolidated financial statements [Basis of Preparation and Going Concern](index=5&type=section&id=Basis%20of%20Preparation%20and%20Going%20Concern) The Group has incurred losses for several consecutive years, with a net loss of HK$50,309 thousand this year, indicating significant going concern uncertainty - The Group has incurred losses for several consecutive years, with a net loss of **HK$50,309 thousand** this year, indicating significant going concern uncertainty[7](index=7&type=chunk)[32](index=32&type=chunk) - Management has implemented various measures to address going concern risks, including strengthening cost control, securing financial support from major shareholders, launching new hydrogen-oxygen generator business, and negotiating repayment schedules with trade creditors and debtors[7](index=7&type=chunk)[8](index=8&type=chunk) - The Directors believe the Group has sufficient cash resources and strong fundraising capabilities, making the preparation of financial statements on a going concern basis appropriate[8](index=8&type=chunk) [Application of Updated and Revised Hong Kong Financial Reporting Standards](index=6&type=section&id=Application%20of%20Updated%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group adopted several new and revised HKFRS this year, which had no material impact on financial performance, position, or disclosures for current and prior periods - The Group first applied several new and revised Hong Kong Financial Reporting Standards, including lease liabilities in sale and leaseback transactions, classification of liabilities, non-current liabilities with covenants, and supplier finance arrangements[10](index=10&type=chunk) - The application of new standards had no material impact on the financial performance and position for the current and prior years, though HKFRS 18 is expected to affect the presentation of profit or loss[10](index=10&type=chunk)[11](index=11&type=chunk) [Revenue and Segment Information](index=7&type=section&id=Revenue%20and%20Segment%20Information) Group revenue primarily from technology businesses significantly decreased by 72.7%, with smart city solutions contributing less, and operations segmented into five reportable categories - Group revenue refers to amounts received and receivable from the sale of products and provision of services to external customers[13](index=13&type=chunk) - The Group's operations are divided into five reportable segments: sale of cultural products, technology (smart city solutions, renewable energy), trading of refined oil and related businesses, and strategic investments[14](index=14&type=chunk) - Segment results represent the profit or loss before tax recognized by each reportable segment, excluding interest income, gains or losses on disposal of subsidiaries, fair value gains or losses on investment properties, finance costs, and unallocated income and expenses[15](index=15&type=chunk) [Revenue Composition](index=7&type=section&id=Revenue%20Composition) In 2025, smart city solutions revenue was HK$48,749 thousand and renewable energy products revenue was HK$8,562 thousand, totaling HK$57,311 thousand, a significant year-on-year decrease Revenue Composition | Revenue Source | 2025 ('000 HKD) | 2024 ('000 HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Technology—Smart City Solutions | 48,749 | 179,878 | -72.9% | | Technology—Design and Sale of Renewable Energy Products and Solutions | 8,562 | 28,734 | -70.2% | | **Total Revenue** | **57,311** | **208,612** | **-72.7%** | [Operating Segment Results](index=8&type=section&id=Operating%20Segment%20Results) In 2025, the smart city solutions segment reported a loss of HK$40,483 thousand, while strategic investments recorded a gain of HK$7,150 thousand, narrowing the overall segment loss Operating Segment Results (2025) | Segment | Revenue ('000 HKD) | Segment Results ('000 HKD) | | :--- | :--- | :--- | | Sale of Cultural Products | — | (285) | | Technology: Smart City Solutions | 48,749 | (40,483) | | Technology: Renewable Energy | 8,562 | 3 | | Strategic Investments | — | 7,150 | | Trading of Refined Oil and Others | — | (64) | | Shipping Business | — | — | | **Consolidated** | **57,311** | **(33,679)** | Operating Segment Results (2024) | Segment | Revenue ('000 HKD) | Segment Results ('000 HKD) | | :--- | :--- | :--- | | Sale of Cultural Products | — | (116) | | Technology: Smart City Solutions | 179,878 | (2,667) | | Technology: Renewable Energy | 28,734 | 1,363 | | Strategic Investments | — | (36,578) | | Trading of Refined Oil and Others | — | 261 | | Shipping Business | — | (10) | | **Consolidated** | **208,612** | **(37,747)** | [Gain on Disposal of a Subsidiary](index=11&type=section&id=Gain%20on%20Disposal%20of%20a%20Subsidiary) The Group completed the disposal of 100% equity in Liancheng Enterprise Limited for HK$45,900 thousand cash, realizing a gain of HK$32,136 thousand to streamline operations - The Group completed the disposal of 100% equity in Liancheng Enterprise Limited on **October 30, 2023**, for a cash consideration of **HK$45,900 thousand**[19](index=19&type=chunk)[20](index=20&type=chunk) - The disposal of the subsidiary generated a gain of **HK$32,136 thousand** and net cash inflow of **HK$45,897 thousand**[20](index=20&type=chunk) [Income Tax](index=12&type=section&id=Income%20Tax) Income tax credit increased to HK$(1,136) thousand in 2025, with varying tax rates for mainland China and Hong Kong entities Income Tax Credit | Indicator | 2025 ('000 HKD) | 2024 ('000 HKD) | | :--- | :--- | :--- | | Current tax | 121 | 1,397 | | (Over-provision)/under-provision in prior years | (325) | (1,110) | | Deferred tax: credit for the year | (932) | (841) | | **Income Tax Credit** | **(1,136)** | **(554)** | - The corporate income tax rate for subsidiaries in mainland China is **25%**, and foreign-registered subsidiaries are subject to a **10%** withholding tax on income derived from mainland China[21](index=21&type=chunk) - Hong Kong profits tax adopts a two-tiered tax rate system, with the first **HK$2 million** of assessable profits taxed at **8.25%** and the remainder at **16.5%**[22](index=22&type=chunk) [Dividends](index=12&type=section&id=Dividends) No dividends were declared or proposed for the year ended June 30, 2025 - No dividends were declared or proposed for the year ended **June 30, 2025**[23](index=23&type=chunk) [Loss Per Share](index=13&type=section&id=Loss%20Per%20Share) Basic and diluted loss per share increased significantly to 5.03 HK cents in 2025 from 1.82 HK cents in 2024, primarily due to the expanded loss attributable to owners of the Company Loss Per Share | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company ('000 HKD) | (44,226) | (12,420) | +256.1% | | Weighted average number of ordinary shares ('000 shares) | 879,945 | 683,831 | +28.7% | | **Basic and Diluted Loss Per Share (HK cents)** | **(5.03)** | **(1.82)** | **+176.4%** | [Inventories](index=13&type=section&id=Inventories) As of June 30, 2025, total inventories slightly decreased to HK$6,894 thousand from HK$7,407 thousand in 2024 Inventory Composition | Inventory Category | 2025 ('000 HKD) | 2024 ('000 HKD) | | :--- | :--- | :--- | | Raw materials | 3,169 | 3,113 | | Work in progress | 269 | 720 | | Finished goods | 3,456 | 3,574 | | **Total Inventories** | **6,894** | **7,407** | [Trade and Other Receivables](index=14&type=section&id=Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables decreased to HK$153,341 thousand, with a significant increase in impairment loss provisions and overdue trade receivables Trade and Other Receivables | Indicator | 2025 ('000 HKD) | 2024 ('000 HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables (net of allowance) | 115,526 | 142,837 | -19.1% | | Other receivables (net of allowance) | 37,815 | 38,908 | -2.8% | | **Total** | **153,341** | **181,745** | **-15.7%** | | Less: Allowance for impairment loss (trade receivables) | (47,135) | (7,529) | +526.0% | - Trade receivables overdue for more than **365 days** (net of expected credit losses) significantly increased from **HK$5,406 thousand** in 2024 to **HK$117,980 thousand** in 2025[27](index=27&type=chunk) - The Group grants credit terms of **30 to 180 days** to trade customers, with cultural product sales on a cash-on-delivery basis[26](index=26&type=chunk) [Loans Receivable](index=16&type=section&id=Loans%20Receivable) As of June 30, 2025, total loans receivable (net of impairment loss allowance) significantly increased to HK$48,978 thousand, primarily from fourteen borrowers, unsecured but personally guaranteed, with annual interest rates of 6% to 8.5% Loans Receivable | Indicator | 2025 ('000 HKD) | 2024 ('000 HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Loans receivable | 50,712 | 6,798 | +645.9% | | Less: Allowance for impairment loss | (1,734) | (174) | +896.6% | | **Total (net of allowance)** | **48,978** | **6,624** | **+639.4%** | - In 2025, loans receivable were from **fourteen borrowers** (2024: three), unsecured and personally guaranteed, with fixed annual interest rates ranging from **6% to 8.5%**[29](index=29&type=chunk) [Trade and Other Payables](index=16&type=section&id=Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables increased to HK$170,785 thousand, with a significant rise in trade payables overdue for more than one year Trade and Other Payables | Indicator | 2025 ('000 HKD) | 2024 ('000 HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 113,750 | 86,770 | +31.1% | | Other payables | 57,035 | 64,475 | -11.5% | | **Total** | **170,785** | **151,245** | **+13.0%** | - Trade payables overdue for more than **one year** increased from **HK$1,064 thousand** in 2024 to **HK$75,286 thousand** in 2025[30](index=30&type=chunk) - Credit terms for purchases of goods range from **30 to 120 days**[30](index=30&type=chunk) [Excerpt from Independent Auditor's Report](index=17&type=section&id=Excerpt%20from%20Independent%20Auditor%27s%20Report) This section presents key excerpts from the independent auditor's report, including their opinion and observations on going concern [Opinion](index=17&type=section&id=Opinion) The auditor believes the consolidated financial statements fairly present the Group's financial position as of June 30, 2025, and its financial performance and cash flows for the year, in compliance with HKFRS and the Hong Kong Companies Ordinance - The auditor believes the consolidated financial statements fairly present the Group's financial position, performance, and cash flows, in compliance with **Hong Kong Financial Reporting Standards** and the **Hong Kong Companies Ordinance**[31](index=31&type=chunk) [Financial Uncertainty Related to Going Concern](index=17&type=section&id=Financial%20Uncertainty%20Related%20to%20Going%20Concern) The auditor highlights the Group's consecutive losses, including a net loss of HK$50,309 thousand this year, indicating significant uncertainty regarding its ability to continue as a going concern, but their opinion remains unmodified - The auditor draws attention to the Group's consecutive losses, with a net loss of **HK$50,309 thousand** this year, indicating significant uncertainty regarding its ability to continue as a going concern[32](index=32&type=chunk) - The auditor's opinion is not modified in respect of this going concern uncertainty[32](index=32&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's perspective on the Group's business performance, financial results, and future outlook [Business Review](index=17&type=section&id=Business%20Review) The Group's business model focuses on comprehensive technology solutions, strategically shifting investment to green energy with breakthroughs in hydrogen-oxygen production, while scaling down smart city business and expanding renewable energy in Southeast Asia - The Group's business model centers on providing comprehensive technology solutions, integrating hardware and software, with core pillars including green energy, smart city solutions, and renewable energy[49](index=49&type=chunk) - The Group strategically shifted its investment focus to the green energy sector, achieving significant breakthroughs in hydrogen-oxygen production technology[33](index=33&type=chunk) - The smart city business was strategically scaled down due to long capital turnover cycles for customers and chip shortages caused by geopolitical sanctions[37](index=37&type=chunk)[54](index=54&type=chunk) - The renewable energy business, affected by changes in Hong Kong's feed-in tariff policy, is actively expanding into the Southeast Asian market[55](index=55&type=chunk)[56](index=56&type=chunk) [Green Energy Business](index=17&type=section&id=Green%20Energy%20Business) The Group achieved significant breakthroughs in hydrogen-oxygen production technology, launching a scalable water-to-gas machine and securing a major steam supply contract expected to generate over RMB10 million in annual cash flow - The Group achieved significant breakthroughs in hydrogen-oxygen production technology, substantially reducing manufacturing costs compared to traditional methods[33](index=33&type=chunk) - On **September 27, 2025**, the world's first scalable 'Chuang Zhi Rong Water-Energy Gas Generator' was launched, producing the exclusive patented 'Chuang Zhi Rong Super Hydrogen' technology[33](index=33&type=chunk) - The business model focuses on selling steam generated by the hydrogen-oxygen generator, rather than selling the equipment itself[33](index=33&type=chunk) - A steam supply contract has been signed with a leading textile enterprise in Guangdong, with an initial daily supply of **600 steam tons**, expected to generate stable positive cash flow of no less than **RMB10 million** annually[35](index=35&type=chunk) - The Group has allocated approximately **RMB25 million** to support the initial development of the hydrogen-oxygen project and reserved **HK$20 million** for working capital in Hong Kong and Vietnam renewable energy businesses[36](index=36&type=chunk) [Smart City Business](index=18&type=section&id=Smart%20City%20Business) The Group's smart city solutions, including smart buildings and IoT, prioritize cooperation with state-owned enterprises to mitigate bad debt risks, but have been strategically scaled back due to long settlement cycles and chip shortages from geopolitical sanctions - Smart city solutions business includes smart buildings, IoT, and internet data center businesses[52](index=52&type=chunk) - The Group's main clients are state-owned enterprises and well-known listed companies, posing low credit risk but facing extended capital turnover cycles[52](index=52&type=chunk)[54](index=54&type=chunk) - Due to geopolitical sanctions causing shortages of critical semiconductor chips and systems, China's data center business faces significant slowdowns, leading the Group to strategically scale down operations in this area[54](index=54&type=chunk) - Management believes some state-owned enterprises and central enterprises face challenges in repayment ability, but government support and reform measures keep overall risks controllable[38](index=38&type=chunk)[40](index=40&type=chunk) [Renewable Energy Business](index=23&type=section&id=Renewable%20Energy%20Business) The Group invested heavily in solar photovoltaic (SPV) technology, but Hong Kong's reduced feed-in tariff policy led to deferred orders; the Group is now promoting self-use SPV systems and expanding into Southeast Asian markets - The Group has invested significant resources in the research and development of solar photovoltaic (SPV) technology products[55](index=55&type=chunk) - The Hong Kong government's reduction of the Feed-in Tariff (FiT) policy and its planned termination by **December 2033** have diminished investment attractiveness, causing some customers to defer orders[55](index=55&type=chunk) - The Group actively collaborates with customers to promote the installation of solar power generation equipment for self-consumption after the FiT scheme expires and has successfully launched SPV system sales, design, and installation services for Southeast Asian clients[55](index=55&type=chunk)[56](index=56&type=chunk) - The SPV business has become the core of the renewable energy segment, achieving positive progress in both Hong Kong and Southeast Asia[57](index=57&type=chunk) [Cultural Products](index=25&type=section&id=Cultural%20Products) The Group prudently manages its cultural products business, monitoring market dynamics for optimal sales timing and using its official website to enhance public awareness - The Group continues to prudently manage cultural products, monitoring market dynamics to identify optimal sales opportunities[61](index=61&type=chunk) - Cultural products are showcased on the company's official website to enhance public awareness[61](index=61&type=chunk) [Securities Investments](index=25&type=section&id=Securities%20Investments) The Group engages in short-term investments in Hong Kong-listed securities, recording a fair value gain of approximately HK$19,400 thousand this year, with a portfolio comprising 8 Hong Kong-listed companies - The Group recorded a fair value gain on financial assets of approximately **HK$19,400 thousand** this year, compared to a loss of **HK$19,500 thousand** in 2024[47](index=47&type=chunk)[62](index=62&type=chunk) - As of **June 30, 2025**, the fair value of financial assets at fair value through profit or loss was approximately **HK$36,500 thousand** (2024: HK$10,400 thousand)[62](index=62&type=chunk) - The investment portfolio comprises securities of **8 Hong Kong-listed companies**, with **6** listed on the Main Board and **2** on GEM[62](index=62&type=chunk) Overview of Securities Investment Portfolio as of June 30, 2025 | Company Name/Stock Code | Equity Percentage (%) | Investment Cost (HKD) | Cumulative Unrealized Fair Value (Loss)/Gain (HKD) | Fair Value (HKD) | Percentage of Total (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Zijing International Financial Holdings Limited (Stock Code: 8340) | 0.17 | 12,571,851 | (12,525,801) | 46,050 | 0.13 | | Guofu Quantum Innovation Limited (Stock Code: 290) | 0.02 | 2,334,376 | (327,382) | 2,006,984 | 5.50 | | Shengliang Logistics Limited (Stock Code: 8292) | 0.03 | 2,286,000 | (2,188,800) | 97,200 | 0.26 | | Kai Shun Holdings Limited (Stock Code: 102) | 0.06 | 2,434,500 | (2,434,500) | — | 0.00 | | China Star Group Limited (Stock Code: 326) | 0.50 | 9,885,445 | 18,144,145 | 28,029,600 | 76.78 | | Contel Technology Holdings Limited (Stock Code: 1059) | 4.12 | 5,853,705 | (1,609,080) | 4,244,625 | 11.63 | | China Environmental Resources Group Limited (Stock Code: 1130) | 0.48 | 518,156 | 862,444 | 1,380,600 | 3.78 | | Casti Holdings Group Limited (Stock Code: 1413) | 0.45 | 2,008,600 | (1,306,800) | 702,000 | 1.92 | | **Total** | | **37,892,633** | **(1,385,774)** | **36,507,059** | **100.0** | [Lending Business](index=26&type=section&id=Lending%20Business) The Group provides fixed-rate term loans through its wholly-owned subsidiary, with total loans in mainland China increasing to RMB25.5 million and Hong Kong to HK$21.3 million in 2025, adhering to strict credit assessment and KYC procedures - Lending services are provided by wholly-owned subsidiaries, primarily utilizing idle funds to issue fixed-rate term loans to individuals or enterprises contacted through personal connections[64](index=64&type=chunk) - As of **June 30, 2025**, the total loan amount for mainland China subsidiaries was **RMB25.5 million** (2024: RMB4 million), with annual interest rates of **6-8%**[74](index=74&type=chunk) - As of **June 30, 2025**, the total loan amount for Hong Kong lending business was **HK$21.3 million** (2024: HK$2.5 million), with annual interest rates of **8-8.5%**[74](index=74&type=chunk) - The Group adheres to strict credit assessment and KYC procedures, including identity verification, address confirmation, obtaining business registration certificates, and has standard procedures for handling overdue loans[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) [Geopolitical and Macroeconomic Environment](index=19&type=section&id=Geopolitical%20and%20Macroeconomic%20Environment) The Asia-Pacific region faces significant impacts from geopolitical conflicts, rising protectionism, and supply chain disruptions, driving countries to invest in digitalization, innovation, and regional trade agreements to enhance economic resilience - The Asia-Pacific region is affected by geopolitical conflicts (e.g., South China Sea disputes, North Korean nuclear weapons, US-China relations) and international protectionism (tariffs and trade barriers), leading to trade and investment uncertainties[39](index=39&type=chunk) - The COVID-19 pandemic highlighted global supply chain vulnerabilities, driving regionalization or diversification of production[39](index=39&type=chunk) - Countries in the region are enhancing economic resilience through investments in digitalization, promoting innovation, and strengthening regional trade agreements (e.g., CPTPP)[41](index=41&type=chunk) - Climate change presents economic impacts, spurring green technology innovation and investment[41](index=41&type=chunk) [Financial Performance Analysis](index=20&type=section&id=Financial%20Performance%20Analysis) Group revenue decreased by 72.7% to HK$57 million, with loss attributable to owners expanding to HK$44.2 million, influenced by reduced contributions from smart city and renewable energy businesses, but offset by a fair value gain on financial assets - Total revenue was approximately **HK$57,000 thousand**, a year-on-year decrease of approximately **72.7%**, primarily due to a significant reduction in data center business[42](index=42&type=chunk) - Loss attributable to owners of the Company was approximately **HK$44,200 thousand** (2024: HK$12,400 thousand), with the increased loss primarily due to reduced contributions from smart city solutions and renewable energy businesses[43](index=43&type=chunk) - Fair value of financial assets at fair value through profit or loss turned from a loss of **HK$19,500 thousand** in 2024 to a gain of approximately **HK$19,400 thousand** this year[43](index=43&type=chunk)[47](index=47&type=chunk) - Gross profit margin increased from **5.5%** in the prior year to **7.4%** this year, mainly due to a reduction in lower-margin smart city solutions business[43](index=43&type=chunk) [Revenue](index=20&type=section&id=Revenue) Total Group revenue was approximately HK$57,000 thousand, a significant year-on-year decrease of 72.7%, mainly due to the scaling down of data center business Revenue Overview | Indicator | 2025 ('000 HKD) | 2024 ('000 HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 57,000 | 209,000 | -72.7% | - The decrease in revenue was primarily attributable to a significant reduction in data center business[42](index=42&type=chunk) [Loss Attributable to Owners of the Company](index=20&type=section&id=Loss%20Attributable%20to%20Owners%20of%20the%20Company) Loss for the year was approximately HK$50,300 thousand, with loss attributable to owners of the Company at HK$44,200 thousand, a substantial increase from last year, mainly due to reduced contributions from smart city solutions and renewable energy businesses Loss Overview | Indicator | 2025 ('000 HKD) | 2024 ('000 HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the year | 50,300 | 12,200 | +312.3% | | Loss attributable to owners of the Company | 44,200 | 12,400 | +256.5% | - The increase in loss was primarily due to reduced contributions from smart city solutions and renewable energy businesses, combined with the fair value of financial assets turning from loss to gain[43](index=43&type=chunk) [Other Income, Gains and Losses](index=20&type=section&id=Other%20Income%2C%20Gains%20and%20Losses) Other income for the year was approximately HK$4,800 thousand, a significant increase from HK$2,200 thousand in 2024 Other Income | Indicator | 2025 ('000 HKD) | 2024 ('000 HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Other income | 4,800 | 2,200 | +118.2% | [General and Administrative Expenses](index=21&type=section&id=General%20and%20Administrative%20Expenses) General and administrative expenses increased by approximately 65.5% to HK$37,600 thousand, mainly due to increased R&D and administrative costs from the new green energy business General and Administrative Expenses | Indicator | 2025 ('000 HKD) | 2024 ('000 HKD) | Change (%) | | :--- | :--- | :--- | :--- | | General and administrative expenses | 37,600 | 23,000 | +63.5% | - The increase in expenses was primarily attributable to research and development and administrative expenses incurred by the newly launched green energy business[45](index=45&type=chunk) [Fair Value Gain/(Loss) on Financial Assets at Fair Value Through Profit or Loss](index=21&type=section&id=Fair%20Value%20Gain%2F%28Loss%29%20on%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) The Group recognized a fair value gain of approximately HK$19,400 thousand on financial assets this year, compared to a loss of HK$19,500 thousand in 2024, reflecting an improved stock market sentiment Fair Value Gain/(Loss) on Financial Assets | Indicator | 2025 ('000 HKD) | 2024 ('000 HKD) | | :--- | :--- | :--- | | Fair value gain/(loss) on financial assets | 19,400 (Gain) | (19,500) (Loss) | - The fair value turned from loss to gain, reflecting an increasingly optimistic stock market sentiment[62](index=62&type=chunk) [Finance Costs](index=21&type=section&id=Finance%20Costs) Finance costs significantly increased to approximately HK$435 thousand this year from HK$40 thousand in 2024, primarily due to interest expenses from bank loans obtained during the year Finance Costs | Indicator | 2025 ('000 HKD) | 2024 ('000 HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Finance costs | 435 | 40 | +987.5% | - The increase in finance costs was primarily attributable to interest expenses arising from bank loans obtained during the year[48](index=48&type=chunk) [Outlook](index=28&type=section&id=Outlook) The Group anticipates rapid transformation in global energy and technology, with hydrogen, data centers, and renewable energy as core businesses, prioritizing cross-sector collaboration to seize opportunities - The global energy and technology landscape is undergoing rapid transformation, driven by decarbonization, digitalization, AI, and electrification waves[75](index=75&type=chunk) - The Group's business covers three core areas: green energy (hydrogen-oxygen technology), data centers, and renewable energy[75](index=75&type=chunk) - Hydrogen, data centers, and renewable energy form three interconnected key elements crucial for achieving net-zero targets[87](index=87&type=chunk) [Green Energy Business Outlook](index=29&type=section&id=Green%20Energy%20Business%20Outlook) The Group's hydrogen-oxygen technology offers significant cost advantages, positioning it for explosive growth in the global hydrogen market, with an innovative steam sales model and substantial opportunities in China's steam market - The Group's hydrogen-oxygen production cost is significantly lower than traditional hydrogen, is not highly flammable, can be transported through ordinary plastic pipes without high-pressure compression, substantially reducing transportation and storage costs[77](index=77&type=chunk) - The global hydrogen energy market is projected to grow from **HK$71 billion** in 2024 to **HK$1.05 trillion** by 2030, with a compound annual growth rate of **56.75%**[78](index=78&type=chunk) - The Group will not directly sell hydrogen-oxygen generators but will integrate them with customized boilers to sell the steam produced by the equipment, expecting to receive substantial deposits from customers[79](index=79&type=chunk) - China's steam supply market is vast and continuously growing, with an annual market size reaching **hundreds of billions of RMB**, offering immense business opportunities for the Group[80](index=80&type=chunk)[82](index=82&type=chunk) [Renewable Energy Business Outlook](index=31&type=section&id=Renewable%20Energy%20Business%20Outlook) Renewable energy technologies continue to advance, with solar PV module efficiency exceeding 25%, driving an unprecedented global market expansion projected to reach HK$15.8 trillion by 2030, as the Group successfully completes SPV projects in Vietnam and explores new opportunities - In 2025, renewable energy technologies continue to advance in efficiency, integration, and economics, with commercial solar photovoltaic module efficiency exceeding **25%**[83](index=83&type=chunk) - Global renewable energy generation is projected to surge by **84%** by 2030, with the market size expected to expand at a compound annual growth rate of **12.17%** to **HK$15.8 trillion** by 2030[84](index=84&type=chunk) - The Group has successfully completed a solar photovoltaic system (SPV) project in Vietnam and is currently negotiating long-term large-scale SPV projects within Vietnam[84](index=84&type=chunk) - As the attractiveness of Hong Kong's feed-in tariff scheme wanes, the Group continues to explore other non-fixed-price acquisition SPV projects in Hong Kong and Southeast Asia, and is developing electricity storage technologies[76](index=76&type=chunk) [Smart City Solutions Business Outlook](index=31&type=section&id=Smart%20City%20Solutions%20Business%20Outlook) Data center innovation in 2025 focuses on performance, sustainability, and AI integration, with the market driven by AI and cloud expansion, projected to triple in global capacity by 2030 to US$652 billion, though grid bottlenecks may pose challenges - In 2025, data center innovation focuses on performance, sustainability, and AI integration, with rapid adoption of liquid cooling systems and continuous expansion of edge computing[85](index=85&type=chunk) - The data center market, driven by AI and cloud expansion, is projected to triple in global capacity by 2030, reaching a market size of **US$652 billion**[86](index=86&type=chunk) - The market size for AI-designed data centers is projected to reach **HK$5,080 billion** in 2025, soaring to **HK$7,280 billion** by 2030[86](index=86&type=chunk) - Electricity demand, driven by hyperscale enterprises, is expected to grow by **165%** by 2030, but limiting factors such as grid bottlenecks may slow development[86](index=86&type=chunk) [Conclusion](index=32&type=section&id=Conclusion) Hydrogen, data centers, and renewable energy are interconnected key elements for achieving net-zero goals, with technological advancements reducing costs and overcoming scalability barriers, projecting multi-trillion dollar market value by 2030 - Hydrogen, data centers, and renewable energy form three interconnected key elements crucial for achieving net-zero targets[87](index=87&type=chunk) - Technological leaps (high-efficiency electrolyzers, liquid-cooled AI racks, advanced photovoltaics) are progressively reducing costs and overcoming scalability barriers[87](index=87&type=chunk) - Market forecasts project multi-trillion dollar value creation by 2030, with success dependent on policy coordination, infrastructure investment, and supply chain resilience[87](index=87&type=chunk) [Cash Flow Liquidity and Financial Resources](index=32&type=section&id=Cash%20Flow%20Liquidity%20and%20Financial%20Resources) The Group maintains a positive financial position with total liquidity of HK$11,900 thousand and net current assets of HK$74,900 thousand, and a loan-to-equity ratio of 0.06 - The Group's financial position remains positive, with a reasonable loan-to-equity ratio[88](index=88&type=chunk) Cash Flow and Financial Resources Overview | Indicator | 2025 ('000 HKD) | 2024 ('000 HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total liquidity (cash and cash equivalents) | 11,900 | 14,700 | -19.1% | | Current assets | 257,000 | 220,000 | +16.8% | | Current liabilities | 181,600 | 158,000 | +14.9% | | Net current assets | 74,900 | 62,000 | +20.8% | | Loan-to-equity ratio | 0.06 | Not applicable | - | | Short-term loans | 7,100 | None | - | [Fundraising Activities](index=33&type=section&id=Fundraising%20Activities) The Group conducted two placings in 2024 and 2025, raising a total net amount of approximately HK$61,500 thousand, primarily for general working capital and green energy business operations - The Group conducted two placing activities in **2024** and **2025**, raising a total net amount of approximately **HK$61,500 thousand**[89](index=89&type=chunk)[91](index=91&type=chunk) [2024 Placing](index=33&type=section&id=2024%20Placing) A placing of 136,764,000 new ordinary shares was completed on July 19, 2024, raising approximately HK$23,000 thousand net, fully utilized for general working capital, renewable energy, data center operations, and green energy investments - A placing of **136,764,000** new ordinary shares was completed on **July 19, 2024**, at a net price of **HK$0.171** per share, raising approximately **HK$23,000 thousand** net[89](index=89&type=chunk)[90](index=90&type=chunk) Use of Proceeds from 2024 Placing | Use | Net Amount Allocated (million HKD) | Fully Utilized (million HKD) | | :--- | :--- | :--- | | General working capital of the Group | 8.0 | 8.0 | | Working capital for renewable energy business and data center | 10.0 | 10.0 | | Investment in green or renewable energy industry | 5.0 | 5.0 | | **Total** | **23.0** | **23.0** | [2025 Placing](index=34&type=section&id=2025%20Placing) A placing of 164,112,000 new ordinary shares was completed on February 4, 2025, raising approximately HK$38,500 thousand net, primarily for the Group's green energy business working capital, with HK$19,900 thousand utilized by June 30, 2025 - A placing of **164,112,000** new ordinary shares was completed on **February 4, 2025**, at a net price of **HK$0.238** per share, raising approximately **HK$38,500 thousand** net[91](index=91&type=chunk)[92](index=92&type=chunk) - The proceeds were primarily used for specific working capital of the Group's green energy business, with **HK$19,900 thousand** utilized as of **June 30, 2025**[91](index=91&type=chunk)[92](index=92&type=chunk) [Treasury Policy](index=34&type=section&id=Treasury%20Policy) The Group adheres to prudent financial management, funding operations through internal resources, capital markets, and bank borrowings, with minimal foreign exchange risk due to local currency denominated borrowings and direct hedging - The Group adheres to prudent financial management, primarily utilizing internal operating resources, capital market instruments, and bank borrowings for operations and business development funding[92](index=92&type=chunk) - All borrowings are denominated in local currencies, resulting in minimal foreign exchange risk, and no speculative derivative transactions are undertaken[92](index=92&type=chunk) - Foreign exchange risk is managed directly by matching foreign currency income and expenses[92](index=92&type=chunk) [Capital Commitments](index=35&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no authorized but uncontracted capital commitments, compared to HK$5,500 thousand in 2024 - As of **June 30, 2025**, the Group had no authorized but uncontracted capital commitments[93](index=93&type=chunk) - In 2024, there was a capital commitment of approximately **HK$5,500 thousand** for capital injection into a domestic subsidiary[93](index=93&type=chunk) [Pledges](index=35&type=section&id=Pledges) As of June 30, 2025, the Group pledged a property in mainland China with a carrying value of approximately HK$24,100 thousand to secure bank loan facilities for its domestic operating subsidiary - As of **June 30, 2025**, the Group pledged a property in mainland China with a carrying value of approximately **HK$24,100 thousand** to secure bank loan facilities for its domestic operating subsidiary[94](index=94&type=chunk) [Contingent Liabilities](index=35&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group recorded contingent liabilities of HK$1,000 thousand, but directors believe a high probability of success in a claim against a subcontractor, thus no provision was made - As of **June 30, 2025**, the Group recorded contingent liabilities of **HK$1,000 thousand**, but the Directors believe there is a high probability of success, thus no provision was made[95](index=95&type=chunk) - The Group, as plaintiff, is seeking compensation from a subcontractor for at least **HK$500 thousand** in costs and **HK$5,300 thousand** in lost profits, supported by substantial evidence[95](index=95&type=chunk) [Significant Investments Held, Major Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures, and Future Plans for Major Investments or Capital Assets](index=35&type=section&id=Significant%20Investments%20Held%2C%20Major%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures%2C%20and%20Future%20Plans%20for%20Major%20Investments%20or%20Capital%20Assets) Except as disclosed, for the year ended June 30, 2025, the Group held no significant investments, nor were there any major acquisitions or disposals of subsidiaries, associates, and joint ventures, or future plans for major investments or capital assets - Except as disclosed, for the year ended **June 30, 2025**, the Group held no significant investments, nor were there any major acquisitions or disposals of subsidiaries, associates, and joint ventures, or future plans for major investments or capital assets[96](index=96&type=chunk) [Remuneration Policy](index=35&type=section&id=Remuneration%20Policy) As of June 30, 2025, the Group employed approximately 45 staff with employee costs of HK$21,300 thousand, with remuneration determined by market levels, employee capabilities, performance, qualifications, and experience, and a share option scheme adopted for incentives - As of **June 30, 2025**, the Group employed approximately **45 staff** globally (2024: 41), with employee costs of approximately **HK$21,300 thousand** (2024: HK$12,700 thousand)[97](index=97&type=chunk) - Remuneration is determined by reference to market levels and based on each employee's capabilities, performance, qualifications, and experience[98](index=98&type=chunk) - Directors' remuneration is recommended by the Human Resources and Remuneration Committee, and a share option scheme has been adopted as an incentive[98](index=98&type=chunk)[99](index=99&type=chunk) [Final Dividend](index=36&type=section&id=Final%20Dividend) The Directors do not recommend the payment of any final dividend for the year ended June 30, 2025 - The Directors do not recommend the payment of any final dividend for the year ended **June 30, 2025**[100](index=100&type=chunk) [Events After Reporting Period](index=36&type=section&id=Events%20After%20Reporting%20Period) Except as disclosed, no significant events affecting the Group occurred after June 30, 2025 - Except as disclosed, no significant events affecting the Group occurred after **June 30, 2025**[101](index=101&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=36&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year ended June 30, 2025 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year ended **June 30, 2025**[102](index=102&type=chunk) [Corporate Governance and Audit](index=36&type=section&id=Corporate%20Governance%20and%20Audit) This section details the Group's corporate governance practices and the scope of work performed by its auditor [Scope of Work of Certified Public Accountants Cheng & Cheng Limited](index=36&type=section&id=Scope%20of%20Work%20of%20Certified%20Public%20Accountants%20Cheng%20%26%20Cheng%20Limited) The consolidated financial statement figures in the preliminary announcement were agreed upon by auditor Cheng & Cheng Limited, but their work does not constitute an assurance engagement for this preliminary announcement - The consolidated financial figures contained in the preliminary announcement have been agreed upon by the auditor, **Cheng & Cheng Limited**[103](index=103&type=chunk) - The auditor's work does not constitute an assurance engagement, and therefore no assurance is expressed on this preliminary announcement[103](index=103&type=chunk) [Corporate Governance Code](index=36&type=section&id=Corporate%20Governance%20Code) The Company has complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the year ended June 30, 2025 - The Company has complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the year ended **June 30, 2025**[104](index=104&type=chunk) [Compliance with Model Code](index=36&type=section&id=Compliance%20with%20Model%20Code) The Company adopted the Model Code for Securities Transactions by Directors of Listed Issuers, and all Directors confirmed compliance throughout the year ended June 30, 2025 - The Company adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules[105](index=105&type=chunk) - All Directors have confirmed compliance with the Model Code throughout the year ended **June 30, 2025**[105](index=105&type=chunk) [Audit Committee](index=37&type=section&id=Audit%20Committee) The Audit Committee reviewed the Group's accounting principles, internal controls, financial reporting, and the annual results for the year ended June 30, 2025 - The Audit Committee has reviewed the accounting principles and practices adopted by the Group, internal controls, and financial reporting matters[106](index=106&type=chunk) - The Audit Committee has reviewed the Company's annual results for the year ended **June 30, 2025**[107](index=107&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並表明概不會就因本公告全部或任何部 分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 SHIFANG HOLDING LIMITED 截至二零二五年六月三十日止年度 全年業績公告 財務摘要 十方控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事會（「董事 會」）謹此宣佈本集團截至二零二五年六月三十日止年度的全年業績連同截至二 零二四年六月三十日止十八個月的比較數字。 1 • 於截至二零二五年六月三十日止年度，本集團收入為人民幣71.3百萬元，而 於截至二零二四年六月三十日止十八個月則為人民幣24.6百萬元。 • 於截至二零二五年六月三十日止年度，本集團毛利為人民幣12.9百萬元，而 於截至二零二四年六月三十日止十八個月則為人民幣5.4百萬元。 • 於截至二零二五年六月三十日止年度，本集團錄得虧損淨額人民幣42.3百萬 元，而於截至二零二四年六月三十日止十八個月則為人民幣18.2百萬元，主 要歸因於無形資產減值虧損。 • 於截至二零二五年六月三十日止年度，本集團錄得每股基本虧損人民幣 ...

Stock Option Plan - The stock option plan allows the company to grant rights to subscribe for up to 15,954,685 shares, representing approximately 9.30% of the issued shares as of the date of the 2024 annual report[3]. - As of June 30, 2024, a total of 8,958,290 stock options have lapsed, with no options granted, exercised, or cancelled during the fiscal year ending June 30, 2024[3]. - The number of stock options available for grant under the plan as of July 1, 2023, and June 30, 2024, is 6,996,395 and 15,954,685, respectively[3]. - The stock option plan is effective for a period of 10 years from the adoption date, unless otherwise cancelled or amended[3]. - No stock options were granted to connected persons or service providers that exceeded 0.1% of the relevant class of issued shares during any 12-month period as of July 1, 2023, and June 30, 2024[5]. - Any stock options granted must be approved by shareholders at a general meeting[4]. - The total value of stock options granted to connected persons must not exceed HKD 5,000,000 based on the closing price of shares on the grant date[4]. - The company emphasizes the importance of shareholder approval for any stock option grants to ensure compliance with listing rules[4]. Governance and Oversight - The company’s board of directors includes executive and independent non-executive directors, ensuring governance and oversight[7]. - The information in this announcement does not affect other data contained in the 2024 annual report[6].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 稀 鎂 科 技 集 團 控 股 有 限 公 司 RARE EARTH MAGNESIUM TECHNOLOGY GROUP HOLDINGS LIMITED （股份代號：601） 補充公告 有關截至2024年12月31日止年度之年報的進一步資料 茲提述稀鎂科技集團控股有限公司（「本公司」）截至2024年12月31日止年度之年報（「2024 年年報」）。除另行界定外，本公告所用詞彙與2024年年報所界定者具有相同涵義。 董事會謹此向本公司股東及潛在投資者提供以下補充資料，內容有關本公司於2017年12 月4日採納之購股權計劃（「購股權計劃」），該計劃詳情載於2024年年報董事會報告「購股 權計劃」一節。 根據計劃授權可授出之購股權數目 （ 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ） 稀鎂科技集團控股有限公司 執行董事 沈世捷 香港，2025年10月2日 於本公告日期，董事局由兩名執行董事沈世捷 ...

[I. Financial Performance Announcement](index=1&type=section&id=I.%20Financial%20Performance%20Announcement) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) 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](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) 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](index=4&type=section&id=II.%20Notes%20to%20the%20Consolidated%20Financial%20Statements) [Basis of Preparation](index=4&type=section&id=Basis%20of%20Preparation) 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](index=8&type=chunk) - 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](index=8&type=chunk) - 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](index=8&type=chunk) [Going Concern Basis](index=4&type=section&id=Going%20Concern%20Basis) 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](index=9&type=chunk) - 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](index=9&type=chunk) - 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](index=10&type=chunk) - Contacting creditors regarding overdue loans to seek extensions or alternative refinancing[10](index=10&type=chunk) - Negotiating with creditors and banks for loan renewals and new bank financing[10](index=10&type=chunk) - Evaluating potential proceeds from a share placement[10](index=10&type=chunk) [Adoption of New and Revised Hong Kong Financial Reporting Standards](index=5&type=section&id=Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) 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](index=11&type=chunk) - 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](index=11&type=chunk) - 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](index=11&type=chunk) [Revenue and Segment Information](index=6&type=section&id=Revenue%20and%20Segment%20Information) 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](index=6&type=section&id=Reportable%20Segments) 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](index=12&type=chunk) - 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](index=12&type=chunk) - Cloud ecosystem big data business: Engaged in the application and management of cloud ecosystem big data industry[12](index=12&type=chunk) - Property development: Involved in property development for industrial parks and sales of building materials[12](index=12&type=chunk) - Property investment: Engaged in property investment to earn rental income from industrial parks[12](index=12&type=chunk) - General trading: Engaged in general trading of goods and commodities[12](index=12&type=chunk) [Revenue and Profit/Loss Analysis](index=7&type=section&id=Revenue%20and%20Profit%2FLoss%20Analysis) 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](index=11&type=section&id=Geographical%20Information%20and%20Major%20Customers) 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](index=14&type=section&id=Revenue%20Recognition%20Policies) 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](index=21&type=chunk) - 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](index=22&type=chunk) - Revenue from cloud ecosystem big data services is recognized when services are provided and there are no unfulfilled obligations[23](index=23&type=chunk) - 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](index=24&type=chunk) [Other Income](index=15&type=section&id=Other%20Income) 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](index=16&type=section&id=Other%20Gains%20and%20Losses%2C%20Net%20and%20Finance%20Costs) 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](index=17&type=section&id=Loss%20for%20the%20Period%2FYear) 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](index=17&type=section&id=Income%20Tax%20Credit) 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](index=30&type=chunk) - 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](index=31&type=chunk) [Loss Per Share](index=19&type=section&id=Loss%20Per%20Share) 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](index=34&type=chunk) [Dividends](index=19&type=section&id=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](index=35&type=chunk) [Trade Receivables](index=19&type=section&id=Trade%20Receivables) 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](index=37&type=chunk) - 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](index=40&type=chunk) [Trade Payables and Bills Payable](index=21&type=section&id=Trade%20Payables%20and%20Bills%20Payable) 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](index=41&type=chunk) [III. Management Discussion and Analysis](index=22&type=section&id=III.%20Management%20Discussion%20and%20Analysis) [Overall Financial Performance](index=22&type=section&id=Overall%20Financial%20Performance) 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](index=22&type=section&id=Turnover%20and%20Gross%20Profit%20Margin) 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](index=44&type=chunk) - The gross profit margin decreased from approximately **13.09%** to **6.95%**[49](index=49&type=chunk) [Operating Businesses](index=23&type=section&id=Operating%20Businesses) 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](index=46&type=chunk) - 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](index=46&type=chunk) - Cloud ecosystem big data business: Engaged in cloud ecosystem big data application and management through Hangzhou Yunqi Cloud Data Co, Ltd[46](index=46&type=chunk) - 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](index=47&type=chunk) - Property investment: Engaged in property investment through Green Cloud to earn rental income from Hangzhou Big Data Industrial Park[48](index=48&type=chunk) - General trading: Engaged in general trading of goods and commodities[48](index=48&type=chunk) [Expenses](index=24&type=section&id=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](index=50&type=chunk) - The Group further strengthened its cost control framework, regularly reviewing and updating internal procedures to ensure continuous achievement of cost-effectiveness objectives[50](index=50&type=chunk) [Financial Position and Liquidity](index=24&type=section&id=Financial%20Position%20and%20Liquidity) 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](index=52&type=chunk) - Expected credit losses on other receivables amounted to approximately **HKD 15.193 million** (2023: **HKD 51.168 million**)[52](index=52&type=chunk) - 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](index=53&type=chunk) - 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](index=53&type=chunk) [Significant Investments, Acquisitions, and Disposals](index=25&type=section&id=Significant%20Investments%2C%20Acquisitions%2C%20and%20Disposals) 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](index=54&type=chunk) - 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](index=54&type=chunk) - 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](index=54&type=chunk) [Capital Structure](index=25&type=section&id=Capital%20Structure) 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](index=55&type=chunk) [Risk Management](index=25&type=section&id=Risk%20Management) 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](index=56&type=chunk) - 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](index=57&type=chunk) - 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](index=58&type=chunk) - 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](index=59&type=chunk) [Contingent Liabilities and Capital Commitments](index=26&type=section&id=Contingent%20Liabilities%20and%20Capital%20Commitments) 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](index=26&type=section&id=Employees%20and%20Remuneration%20Policies) 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](index=61&type=chunk) - 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](index=61&type=chunk) [Events After Reporting Period](index=27&type=section&id=Events%20After%20Reporting%20Period) 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](index=63&type=chunk) - 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](index=64&type=chunk) - 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](index=64&type=chunk) [Business Review and Outlook](index=28&type=section&id=Business%20Review%20and%20Outlook) 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](index=66&type=chunk) | 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](index=68&type=chunk) - 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](index=69&type=chunk) - 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](index=69&type=chunk) [IV. Corporate Governance and Auditor's Report](index=30&type=section&id=IV.%20Corporate%20Governance%20and%20Auditor's%20Report) [Purchase, Redemption or Sale of the Company's Listed Securities](index=30&type=section&id=Purchase%2C%20Redemption%20or%20Sale%20of%20the%20Company's%20Listed%20Securities) 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](index=70&type=chunk) [Standard Code for Securities Transactions](index=30&type=section&id=Standard%20Code%20for%20Securities%20Transactions) 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](index=71&type=chunk) - 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](index=72&type=chunk) [Corporate Governance Practices](index=30&type=section&id=Corporate%20Governance%20Practices) 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](index=73&type=chunk) - 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](index=73&type=chunk) - 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](index=73&type=chunk) [Audit Committee](index=31&type=section&id=Audit%20Committee) 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](index=74&type=chunk) - The Audit Committee has reviewed the Group's annual results for the period, including the accounting principles and practices adopted by the Company[75](index=75&type=chunk) [Extract of Independent Auditor's Report](index=31&type=section&id=Extract%20of%20Independent%20Auditor's%20Report) 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](index=31&type=section&id=Disclaimer%20of%20Opinion) 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](index=78&type=chunk) [Basis for Disclaimer of Opinion](index=32&type=section&id=Basis%20for%20Disclaimer%20of%20Opinion) 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](index=79&type=chunk) - 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](index=80&type=chunk) - 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](index=81&type=chunk) [Other Matters](index=33&type=section&id=Other%20Matters) 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](index=83&type=chunk) - 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](index=85&type=chunk) [Board's Position, Views, and Assessment on Disclaimer of Opinion](index=34&type=section&id=Board's%20Position%2C%20Views%2C%20and%20Assessment%20on%20Disclaimer%20of%20Opinion) 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](index=86&type=chunk) - 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](index=86&type=chunk) - The Board has actively implemented various measures, including: - Continuously advancing plans for the disposal of plant and machinery-related assets and investment properties[87](index=87&type=chunk) - Communicating with creditors to seek extensions or alternative refinancing solutions for overdue borrowings[87](index=87&type=chunk) - Negotiating with banks for loan renewals or new financing[87](index=87&type=chunk) - Continuously promoting share placements[87](index=87&type=chunk) - 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](index=89&type=chunk) - 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](index=89&type=chunk) [Audit Committee's Opinion](index=36&type=section&id=Audit%20Committee's%20Opinion) 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](index=90&type=chunk) - 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](index=91&type=chunk) - 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](index=91&type=chunk) [Extract of Note 2 to the Consolidated Financial Statements](index=37&type=section&id=Extract%20of%20Note%202%20to%20the%20Consolidated%20Financial%20Statements) 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](index=92&type=chunk) - The Group has notified and contacted creditors regarding overdue loans, seeking extensions or alternative refinancing[92](index=92&type=chunk) - The Group will negotiate with creditors and banks for loan renewals and new bank financing[92](index=92&type=chunk) - 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](index=92&type=chunk) [Publication of Results Announcement](index=37&type=section&id=Publication%20of%20Results%20Announcement) 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](index=37&type=section&id=Board%20of%20Directors) 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](index=94&type=chunk) - The independent non-executive directors are Mr Chen Zheng, Mr Huang Zhijian, and Mr Hua Nengdong[94](index=94&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部 或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 於 二 零 二 四 年 一 月 一 日（於 股 本 重 組 於 二 零 二 四 年 十 一 月 十 五 日 生 效 後 重 列）及 二 零 二 四 年 十 二 月 三 十 一 日，本 公 司 當 時 現 行 購 股 權 計 劃 之 當 時 現 有 計 劃 授 權 項下可供授出服務提供者分項限額的購股權數目為752,901股。 （於開曼群島註冊成立及於百慕達存續之有限公司） （股份代號：8120） 有關截至二零二四年十二月三十一日止年度年報的 補充公告 茲 提 述 國 農 金 融 投 資 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）截 至 二零二四年十二月三十一日止年度並於二零二五年三月二十七日刊發的年報（「二 零二四年年報」）。除 另 有 指 明 外，本 公 告 所 用 詞 彙 與 二 零 二 四 年 年 報 所 界 定 者 具有相同涵義。 除 於 二 零 二 四 年 年 ...

Financial Performance - Revenue decreased by approximately 44.2% to approximately RMB 41.9 million for the six months ended 30 June 2025, compared to approximately RMB 75.1 million for the same period in 2024[13]. - Gross profit for the six months ended 30 June 2025 was approximately RMB 11.2 million, down from approximately RMB 20.3 million for the same period in 2024[13]. - Loss for the period decreased by approximately 67.1% to approximately RMB 30.4 million for the six months ended 30 June 2025, compared to approximately RMB 92.3 million for the same period in 2024[13]. - Basic loss per share was approximately RMB 0.97 cents for the six months ended 30 June 2025, down from approximately RMB 3.45 cents for the same period in 2024[13]. - Total comprehensive loss for the period was approximately RMB 30.0 million for the six months ended 30 June 2025, compared to approximately RMB 91.6 million for the same period in 2024[14]. - Total comprehensive loss attributable to owners of the Company decreased to RMB 28,571,000 for the six months ended June 30, 2025, compared to RMB 91,595,000 in 2024, indicating a reduction of about 68.8%[15]. - The total comprehensive income for the period was reported as a loss of RMB 28,571,000[18]. - The Group's total revenue decreased by approximately 44.2% to approximately RMB 41.9 million for the six months ended June 30, 2025, compared to approximately RMB 75.1 million in the same period in 2024[156]. - The net loss for the Group was approximately RMB 30.4 million, a reduction of 67.1% from a net loss of approximately RMB 92.3 million in 2024[161]. Expenses and Costs - Selling and distribution expenses decreased to approximately RMB 8.4 million for the six months ended 30 June 2025, compared to approximately RMB 21.0 million for the same period in 2024[14]. - Administrative expenses remained relatively stable at approximately RMB 22.1 million for the six months ended 30 June 2025, compared to approximately RMB 22.3 million for the same period in 2024[14]. - Finance costs increased to approximately RMB 11.0 million for the six months ended 30 June 2025, compared to approximately RMB 8.0 million for the same period in 2024[14]. - The cost of sales decreased by approximately 44.0%, from approximately RMB 54.8 million for the six months ended 30 June 2024 to approximately RMB 30.7 million for the corresponding period in 2025, aligning with the decrease in revenue[167][171]. - Gross profit declined by approximately 44.8%, from approximately RMB 20.3 million in the first half of 2024 to approximately RMB 11.2 million in the first half of 2025, with a slight decrease in gross profit margin from 27.0% to 26.7%[168][172]. Assets and Liabilities - Total non-current assets decreased to RMB 21,648,000 as of June 30, 2025, down from RMB 24,390,000 as of December 31, 2024, reflecting a decline of approximately 11.3%[16]. - Total current assets decreased to RMB 158,722,000 as of June 30, 2025, compared to RMB 172,960,000 as of December 31, 2024, representing a decrease of about 8.2%[16]. - Total current liabilities decreased to RMB 349,981,000 as of June 30, 2025, down from RMB 359,235,000 as of December 31, 2024, indicating a reduction of approximately 2.9%[16]. - Net current liabilities increased to RMB (191,259,000) as of June 30, 2025, compared to RMB (186,275,000) as of December 31, 2024, reflecting a deterioration of about 2.6%[16]. - Total non-current liabilities decreased to RMB 68,905,000 as of June 30, 2025, from RMB 72,839,000 as of December 31, 2024, indicating a decline of approximately 5.4%[17]. - The deficit in equity attributable to owners of the Company was RMB (236,134,000) as of June 30, 2025, compared to RMB (233,794,000) as of December 31, 2024, showing a slight increase in deficit[17]. - Consolidated assets decreased to RMB 180,370,000 as of June 30, 2025, down from RMB 197,350,000 as of December 31, 2024, representing a decline of approximately 8.6%[64]. Cash Flow and Financing - For the six months ended June 30, 2025, net cash generated from operating activities was RMB 6,021,000, compared to a cash used of RMB 20,372,000 in the same period of 2024[31]. - Cash flow from investing activities resulted in a net cash used of RMB 1,017,000, an increase from RMB 62,000 used in the previous year[31]. - The company reported a net cash used in financing activities of RMB 3,938,000, contrasting with a net cash generated of RMB 23,653,000 in the same period last year[31]. - The total cash and cash equivalents at the beginning of the period were RMB 3,999,000, down from RMB 4,753,000 in the previous year[31]. - The company’s cash and bank balances at the end of the period were RMB 4,778,000, compared to RMB 7,487,000 in the previous year[31]. - The Group's interest-bearing bank and other borrowings amounted to approximately RMB 121.9 million, with loan from shareholders at approximately RMB 108.5 million[177][181]. - The Group plans to obtain external funding to improve working capital and liquidity[47]. - The Group aims to improve its working capital and liquidity through external funding and cost control measures[195][197]. Market and Operational Strategy - The Group strategically shifted focus to its export business, ceasing all retail operations in China and Hong Kong as of June 2025[154]. - The Group adopted a more agile production strategy by diversifying its manufacturing footprint beyond China, including a new facility in Southeast Asia[148]. - The Group's operational strategy included a shift from traditional offline furniture retail to online sales platforms, enhancing supply chain and logistics efficiency[148]. - The Group participated in prominent offline furniture exhibitions in the U.S. to maintain market presence and capture emerging opportunities[150]. - The decrease in revenue was attributed to macroeconomic factors such as inflation and rising interest rates, impacting consumer disposable income and demand for furniture[156]. Shareholder and Management Support - The controlling shareholder, Mr. Tse Kam Pang, provided an unsecured loan facility of up to HK$ 200,000,000, with an unutilized portion of approximately HK$ 61,424,000 as of 30 June 2025[40]. - Mr. Tse Kam Pang will not demand repayment of loans amounting to approximately RMB 108,497,000 for the next twelve months[40]. - The financial capacity of Mr. Tse Kam Pang to provide continuous support is critical for the Group's operations in the next twelve months[51]. Uncertainties and Risks - There are material uncertainties regarding the Group's ability to continue as a going concern due to ongoing execution of plans and measures[48]. - The Group's ability to continue as a going concern is uncertain and depends on successful implementation of financial support and funding strategies[194][199]. - There are material uncertainties regarding the Group's ability to realize its assets and discharge its liabilities in the normal course of business[194].