目錄 | 釋義 | 2 | | --- | --- | | 技術詞彙 | 5 | | 公司資料 | 6 | | 財務概要 | 8 | | 主席報告 | 9 | | 管理層討論及分析 | 10 | | 企業管治及其他資料 | 29 | | 未經審核綜合損益及其他全面收益表 | 40 | | 未經審核綜合財務狀況表 | 42 | | 未經審核綜合權益變動表 | 44 | | 未經審核綜合現金流量表 | 46 | | 未經審核中期財務報告附註 | 47 | 釋義 於本報告內，除文義另有所指外，下列詞彙具有以下涵義。該等詞彙及其定義未必與任何業內標準定義相符，亦未必 可直接與其他在本公司相同行業內經營的公司所採用的同類詞彙比較。 | 「2022年H股激勵計劃」 | 指 | 本公司於2022年6月24日採納及批准的H股獎勵計劃，其主要條款載於日期 | | --- | --- | --- | | | | 為2022年5月26日的通函 | | 「A股」 | 指 | 本公司已發行每股面值人民幣1.00元的普通股，將以人民幣認購或入賬列為 | | | | 已繳，並於上海證券交易所上市買賣 | | 「聯繫人」 | 指 | 具有上 ...

Financial Performance - For the six months ended June 30, 2025, the group recorded a revenue increase of 2% to HKD 20,205,000 compared to HKD 19,888,000 for the same period in 2024[6] - The loss attributable to owners of the company was HKD 11,812,000, significantly higher than the loss of HKD 1,926,000 in the previous year, primarily due to an increase in impairment losses on receivables[6] - Interest income from lending decreased to HKD 14,755,000 from HKD 20,030,000 in the previous year, reflecting a decline of approximately 26%[6] - The profit from the lending business decreased by 52% to HKD 7,139,000 in the first half of 2025, down from HKD 15,025,000 in the same period of 2024, primarily due to an increase in impairment losses on receivables[14] - The group recorded a pre-tax loss of HKD 10,326,000, compared to a loss of HKD 859,000 in the same period last year, indicating a significant increase in losses[48] - The total comprehensive income for the six months ended June 30, 2025, was a loss of HKD 12,311,000, compared to a loss of HKD 1,582,000 for the same period in 2024, reflecting a worsening financial performance[50] - The total loss for the six months ended June 30, 2025, was HKD 11,812,000, significantly higher than the loss of HKD 1,926,000 in the same period of 2024[72] Asset Management - The group's total assets at the end of the reporting period amounted to HKD 2,328,561,000, an increase from HKD 2,008,692,000 at the end of 2024[33] - The total assets as of June 30, 2025, were HKD 2,214,755,000, a slight decrease from HKD 2,231,737,000 at the end of 2024[49] - The total cash and bank balances increased to HKD 1,828,811,000 from HKD 1,518,810,000, showing a growth of approximately 20.4%[49] - The net carrying value of the loan portfolio (after deducting impairment provisions) was HKD 409,653,000 as of June 30, 2025, down from HKD 524,248,000 at the end of the previous year[17] - The total amount of receivables secured by collateral was HKD 399,927,000, down from HKD 514,318,000 as of December 31, 2024, a decrease of 22.2%[77] Impairment and Provisions - The impairment provision for loans decreased by 23% or HKD 84,780,000 to HKD 281,055,000 as of June 30, 2025, compared to HKD 365,835,000 at the end of the previous year[16] - The impairment loss on loans receivable for the six months ended June 30, 2025, was HKD 10,310,000, compared to HKD 2,651,000 for the same period in 2024[69] - The company recognized an expected credit loss of HKD 19,275,000 during the period, primarily related to receivables totaling HKD 413,637,000 that continued to be credit impaired[78] - The company made an impairment provision of HKD 10,310,000 for receivables during the interim period, compared to HKD 2,651,000 for the same period last year[78] Employee and Operational Costs - Employee costs decreased to HKD 17,736,000 from HKD 20,332,000, indicating a reduction of approximately 13%[6] - The total remuneration for key management personnel decreased from HKD 4,095,000 in the six months ended June 30, 2024, to HKD 2,721,000 in the same period of 2025, representing a reduction of approximately 33.5%[98] - The group has 45 employees as of June 30, 2025, down from 51 employees a year earlier, representing a reduction of approximately 11.76%[41] Market Conditions and Strategy - The group continues to adopt a prudent approach in managing its business amid global economic uncertainties and geopolitical tensions[5] - The overall market sentiment remains challenging due to ongoing geopolitical issues, impacting trade and market confidence[5] - The group continues to seek and evaluate opportunities in the global commodity market despite a temporary halt in trading activities with European clients due to market fluctuations[13] Equity and Shareholder Information - The group's equity attributable to the company's owners was HKD 2,204,301,000 at the end of the reporting period, a decrease from HKD 2,216,612,000 at the end of 2024[35] - The company reported a decrease in interest income from bank deposits to HKD 14,755,000 in 2025 from HKD 20,030,000 in 2024, a decline of approximately 26.4%[51] - The board has resolved not to declare an interim dividend for the six months ended June 30, 2025, consistent with the previous year[99] - The company has not issued, exercised, cancelled, or lapsed any share options during the six months ended June 30, 2025, with a total of 2,038,525,383 share options available for issuance under the share option scheme[101] Financial Instruments and Investments - The group’s securities investments included a portfolio valued at HKD 12,728,000, comprising HKD 3,719,000 in Hong Kong listed equity securities and HKD 9,009,000 in non-listed equity securities in the U.S.[8] - The net gain from financial assets measured at fair value through profit or loss was HKD 292,000, a recovery from a net loss of HKD 654,000 in the previous year[9] - The fair value of listed investments as of June 30, 2025, was HKD 3,719,000, down from HKD 7,108,000 as of December 31, 2024, indicating a decrease of 47.6%[85]

[Company Information](index=3&type=section&id=Company%20Information) This chapter outlines the company's basic information, including its HKEX listing, board composition, and key operational details [Company Overview](index=3&type=section&id=Company%20Overview) This section details the company's basic information, including its HKEX listing, board members, committee structures, and key operational details - The company is listed on The Stock Exchange of Hong Kong Limited under stock code **00527**[5](index=5&type=chunk) - The Board of Directors includes Mr. Yuan Wanyong (Chairman), Mr. Zhang Zhixiang (CEO), Mr. Ning Zhongzhi as executive directors, and Mr. Qu Weidong, Ms. Hu Xiaolin, Mr. Jiang Senlin as independent non-executive directors[5](index=5&type=chunk) - Mr. Jiang Senlin chairs the Audit Committee, Ms. Hu Xiaolin chairs the Remuneration Committee, and Mr. Qu Weidong chairs the Nomination Committee[5](index=5&type=chunk) [Financial Performance Summary](index=6&type=section&id=Financial%20Performance%20Summary) This chapter provides an overview of the company's financial performance, highlighting revenue growth alongside significant declines in gross profit and increased losses [Condensed Consolidated Financial Performance Overview](index=6&type=section&id=Condensed%20Consolidated%20Financial%20Performance%20Overview) This section summarizes the unaudited condensed consolidated financial results for the six months ended June 30, 2025, showing revenue growth but deteriorated profitability and increased net debt Condensed Consolidated Statement of Profit or Loss Summary (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Approximate Change (RMB thousands) | Approximate Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 183,438 | 173,602 | 9,836 | 6 | | Gross Profit | 45,328 | 64,580 | (19,252) | (30) | | Operating Profit | 41,132 | 56,385 | (15,253) | (27) | | Loss Before Tax | (18,595) | (7,398) | (11,197) | 151 | | Loss for the Period | (40,357) | (21,844) | (18,513) | 85 | | Loss for the Period Attributable to Owners of the Company | (35,526) | (36,818) | 1,292 | 4 | | Loss/(Profit) for the Period Attributable to Non-controlling Interests | (4,831) | 14,974 | (19,805) | (132) | Condensed Consolidated Statement of Financial Position Summary (As at June 30) | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Net Debt | 2,071,440 | (1,832,018) | | Net Assets | 59,591 | 86,669 | | Liquidity Ratio | 80% | 77% | | Trade Receivables Turnover Days | 264 | 246 | | Trade Payables Turnover Days | 25 | 39 | | Net Debt to Equity Ratio | 3,476% | 2,114% | [Chairman's Statement](index=7&type=section&id=Chairman's%20Statement) The Chairman's Statement highlights the group's focus on wind farm and energy storage operations, strategic expansion in new energy, and commitment to sustainable development [First Half Performance and Strategic Focus](index=7&type=section&id=First%20Half%20Performance%20and%20Strategic%20Focus) The Chairman's statement outlines the group's focus on wind farm and energy storage operations, successful grid connection of a new storage project, and strategic alignment with national new energy policies - The Group primarily engaged in wind farm operation and energy storage power station businesses in the first half of 2025, while continuing to seek investment opportunities in the energy sector[10](index=10&type=chunk) - The grid-side independent energy storage power station project developed through Hebei Ruifeng Yunlian Digital New Energy achieved grid connection conditions in **December 2024**, with revenue expected in **2025**[10](index=10&type=chunk) - The Group's strategic focus is to align with national energy development strategies and power system reforms, steadily developing traditional wind power projects, strengthening strategic deployment in energy storage, and expanding new application scenarios to become a leading new energy enterprise[11](index=11&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth analysis of the group's operational and financial performance, including revenue drivers, cost structures, liquidity, and future strategic directions [Business Review](index=9&type=section&id=Business%20Review) The Group's wind farm operations revenue grew by 6% in the first half of 2025, driven by stable operations and increased utilization hours, with a new energy storage project achieving full capacity grid connection - For the six months ended June 30, 2025, revenue from wind farm operations was approximately **RMB181,373,000**, an increase of approximately **6%** compared to the same period last year[13](index=13&type=chunk) - The Hongsong Wind Farm project maintained stable operations, with average utilization hours increasing from **969 hours** in the same period of 2024 to **1,066 hours** in 2025[14](index=14&type=chunk) - The Chabei Management Zone Energy Storage Power Station project (**300 MW / 1.2 GWh**) achieved full capacity grid connection on **January 22, 2025**, with primary revenue models being electricity market transactions and capacity leasing[16](index=16&type=chunk) [Financial Review](index=10&type=section&id=Financial%20Review) The Group's revenue increased by 6% to RMB183,438,000, but gross profit decreased by 30% to RMB45,328,000, and loss for the period expanded by 85% to RMB40,357,000, primarily due to energy storage project costs Key Financial Indicators Changes (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 183,438 | 173,602 | 6 | | Gross Profit | 45,328 | 64,580 | (30) | | Loss for the Period | (40,357) | (21,844) | 85 | - The loss for the period was primarily attributable to electricity costs and depreciation expenses incurred during the operational testing phase of the energy storage power station project[17](index=17&type=chunk)[20](index=20&type=chunk)[25](index=25&type=chunk) - Finance costs decreased by approximately **RMB3,686,000** to **RMB60,079,000**, mainly due to reduced interest expenses from other loans obtained by Hongsong and corporate bonds issued by the Company[23](index=23&type=chunk) [Revenue](index=10&type=section&id=Revenue) The Group's revenue primarily stems from wind power generation, which saw a 6% year-on-year increase, alongside new revenue streams from equipment sales and construction services, while petroleum coke sales ceased - Revenue from wind farm operations was approximately **RMB181,373,000**, an increase of approximately **6%** compared to the same period in 2024, primarily due to increased power generation and electricity sales[18](index=18&type=chunk) - New revenue streams included approximately **RMB151,000** from sales of machinery and electronic equipment and approximately **RMB1,914,000** from providing construction services[18](index=18&type=chunk) - There was no revenue from sales of petroleum coke in the current period, compared to approximately **RMB2,474,000** in the same period of 2024[18](index=18&type=chunk) [Cost of Sales](index=11&type=section&id=Cost%20of%20Sales) Cost of sales increased to RMB138,110,000, representing 75% of revenue, up from 63% in the prior year period - Cost of sales was approximately **RMB138,110,000**, accounting for approximately **75%** of the Group's revenue, compared to approximately **63%** in the same period of 2024[19](index=19&type=chunk) [Gross Profit](index=11&type=section&id=Gross%20Profit) Gross profit decreased by 30% to RMB45,328,000, primarily due to electricity costs and depreciation expenses from the energy storage power station project's operational testing phase - Gross profit decreased by approximately **30%** to approximately **RMB45,328,000**, mainly due to electricity costs and depreciation expenses incurred during the operational testing phase of the energy storage power station project[20](index=20&type=chunk) [Other Income and Net Other Losses](index=11&type=section&id=Other%20Income%20and%20Net%20Other%20Losses) Other income primarily comprised government subsidies from VAT refunds (RMB14,225,000) and rental income from operating premises (RMB2,005,000), both showing an increase from the prior year - Government subsidies (VAT refunds) increased to approximately **RMB14,225,000**, up from approximately **RMB9,452,000** in the same period of 2024[21](index=21&type=chunk) - Rental income from operating premises increased to approximately **RMB2,005,000**, up from approximately **RMB1,562,000** in the same period of 2024[21](index=21&type=chunk) [Administrative Expenses](index=11&type=section&id=Administrative%20Expenses) Administrative expenses increased by 27% to RMB28,458,000, mainly driven by salaries and benefits, professional fees, and other tax expenses - Administrative expenses increased by approximately **27%** to approximately **RMB28,458,000**, primarily comprising staff salaries and benefits, professional fees, and other tax expenses[22](index=22&type=chunk) [Finance Costs](index=11&type=section&id=Finance%20Costs) Finance costs decreased to RMB60,079,000, mainly due to reduced interest expenses from other loans obtained by Hongsong and corporate bonds - Finance costs were approximately **RMB60,079,000**, with the decrease primarily attributable to reduced interest expenses from other loans obtained by Hongsong and corporate bonds issued by the Company[23](index=23&type=chunk) [Taxation](index=12&type=section&id=Taxation) Taxation expense increased to RMB21,762,000, primarily due to higher taxable profits from Hongsong - Taxation increased from approximately **RMB14,446,000** in the same period of 2024 to approximately **RMB21,762,000** in the reporting period, due to increased taxable profits from Hongsong[24](index=24&type=chunk) [Loss for the Period](index=12&type=section&id=Loss%20for%20the%20Period) The loss for the period was approximately RMB40,357,000, primarily attributable to electricity costs and depreciation expenses incurred during the operational testing phase of the energy storage power station project - The loss for the reporting period was approximately **RMB40,357,000**, primarily attributable to electricity costs and depreciation expenses incurred during the operational testing phase of the energy storage power station project[25](index=25&type=chunk) [Share Capital](index=12&type=section&id=Share%20Capital) As of June 30, 2025, the total number of issued shares remained unchanged at 1,714,719,143 ordinary shares with a par value of HKD0.05 each - As of June 30, 2025, the total number of issued shares of the Company was **1,714,719,143** ordinary shares with a par value of **HKD0.05** each, consistent with December 31, 2024[26](index=26&type=chunk) [Liquidity and Financial Resources](index=12&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, cash and bank balances remained stable, total borrowings increased to RMB2,314,811,000 for energy storage project construction, and the gearing ratio slightly rose to 98% - As of June 30, 2025, cash and bank balances were approximately **RMB243,371,000**, similar to approximately **RMB244,609,000** as of December 31, 2024[27](index=27&type=chunk) - Total borrowings were approximately **RMB2,314,811,000**, an increase of approximately **RMB238,184,000** from December 31, 2024, mainly due to additional bank loans for the construction and development of energy storage power station projects[27](index=27&type=chunk) - The gearing ratio was approximately **98%** as of June 30, 2025, comparable to approximately **97%** as of December 31, 2024[27](index=27&type=chunk) - Approximately **RMB550,931,000** of interest-bearing borrowings were fixed-rate loans, and approximately **RMB1,763,880,000** were floating-rate loans, with the Group not adopting any interest rate hedging measures[28](index=28&type=chunk) [Exchange Rate Fluctuation Risk](index=13&type=section&id=Exchange%20Rate%20Fluctuation%20Risk) The Group's foreign currency risk is minimal as most operations, transactions, assets, and liabilities are denominated in their functional currencies, with management monitoring and considering hedging as needed - The Group's foreign currency risk is minimal, as most of its operations, transactions, assets, and liabilities are primarily denominated in the functional currencies of the Group entities[29](index=29&type=chunk) - The Group currently has no foreign currency hedging policy for foreign currency transactions, assets, and liabilities, but management will closely monitor and consider hedging when necessary[29](index=29&type=chunk) [Issuance of Corporate Bonds](index=13&type=section&id=Issuance%20of%20Corporate%20Bonds) During the reporting period, no additional unlisted corporate bonds were issued, HKD5,228,000 of bonds matured and were redeemed, leaving approximately HKD94,768,000 and RMB5,000,000 outstanding as of June 30, 2025 - During the reporting period, the Company did not issue additional unlisted corporate bonds to investors[30](index=30&type=chunk) - Corporate bonds with a principal amount of **HKD5,228,000** matured and were redeemed[30](index=30&type=chunk) - As of June 30, 2025, corporate bonds with principal amounts of approximately **HKD94,768,000** and **RMB5,000,000** were issued and remained outstanding[30](index=30&type=chunk) [Notes (Formerly Convertible Notes)](index=13&type=section&id=Notes%20(Formerly%20Convertible%20Notes)) The conversion mechanism for the convertible notes issued in 2016 was cancelled in February 2020 and reclassified as notes, with all outstanding principal amounts fully repaid as of June 30, 2025 - The conversion mechanism of the convertible notes was cancelled on **February 12, 2020**, and they were subsequently reclassified as notes[32](index=32&type=chunk) - As of June 30, 2025, all outstanding principal amounts of the notes have been repaid[33](index=33&type=chunk) [Issuance of New Convertible Bonds](index=14&type=section&id=Issuance%20of%20New%20Convertible%20Bonds) The Company issued new convertible bonds with a principal of HKD356,375,000 to Yinghui in January 2022, with an initial conversion price of HKD0.18 per share (adjusted to HKD0.721), and the maturity date was extended to June 2026 - On **January 28, 2022**, the Company entered into a subscription agreement with Yinghui for the issuance of new convertible bonds with a principal amount of **HKD356,375,000** and an annual interest rate of **10%**[34](index=34&type=chunk)[36](index=36&type=chunk) - The initial conversion price of the new convertible bonds was **HKD0.18** per share, subsequently adjusted to **HKD0.721** per share due to a rights issue[36](index=36&type=chunk) - Yinghui has agreed to extend the maturity date of the new convertible bonds to **June 2026**[37](index=37&type=chunk) - During the reporting period, no rights attached to the new convertible bonds were exercised, and no conversion shares were allotted or issued due to the conversion of the new convertible bonds[36](index=36&type=chunk) [Capital Reorganization](index=16&type=section&id=Capital%20Reorganization) The Company completed a rights issue in August 2023, raising approximately HKD211.0 million net proceeds, primarily used for debt repayment, business development, and working capital, with HKD35.3 million remaining unutilized - The rights issue became effective on **August 22, 2023**, raising net proceeds of approximately **HKD211.0 million**[38](index=38&type=chunk) Net Proceeds from Rights Issue Utilization (As of June 30, 2025) | Purpose | Proposed Use (HKD millions) | Actual Use (HKD millions) | Unutilized (HKD millions) | | :--- | :--- | :--- | :--- | | Repayment of corporate bonds | 92.0 | 56.7 | 35.3 | | Repayment of notes | 70.0 | 70.0 | — | | Future business development | 27.8 | 27.8 | — | | General working capital | 21.2 | 21.2 | — | | **Total** | **211.0** | **175.7** | **35.3** | - The unutilized net proceeds of **HKD35.3 million** are expected to be used by **December 2025**[39](index=39&type=chunk) [Fundraising](index=17&type=section&id=Fundraising) Apart from the activities disclosed in this report, the Group had no other fundraising activities during the reporting period - Other than those disclosed in this report, the Group had no other fundraising activities during the reporting period[40](index=40&type=chunk) [Share Option Scheme](index=17&type=section&id=Share%20Option%20Scheme) As of June 30, 2025, all outstanding share options expired on January 28, 2025, and the Company adopted a new share option scheme on June 19, 2025, to replace the old one - As of June 30, 2025, there were no outstanding share options, as all share options expired on **January 28, 2025**[41](index=41&type=chunk) [Proposed Subscription of New Shares and Convertible Bonds under Specific Mandate and Proposed Acquisition](index=17&type=section&id=Proposed%20Subscription%20of%20New%20Shares%20and%20Convertible%20Bonds%20under%20Specific%20Mandate%20and%20Proposed%20Acquisition) The Company is pursuing multiple proposed transactions, including subscriptions for shares and convertible bonds by Hebei Expressway Development (Group) Co Ltd, Atlantis New Hong Kong Equity Fund Limited, and TradArt Flagship Investment SPC, to raise capital for equipment upgrades, debt repayment, and working capital - Hebei Expressway Development (Group) Co Ltd conditionally agreed to subscribe for **590,615,905** new shares (consideration of **RMB106,310,863**) and 2024 RMB convertible bonds with a principal amount of **RMB933,689,137**[43](index=43&type=chunk) - Atlantis New Hong Kong Equity Fund Limited conditionally agreed to subscribe for **119,437,859** new shares (consideration of **HKD23,409,820**) and 2024 HKD convertible bonds with a principal amount of **HKD161,701,291**[44](index=44&type=chunk) - TradArt Flagship Investment SPC conditionally agreed to subscribe for 2024 HKD convertible bonds with a principal amount of **HKD98,000,000**[45](index=45&type=chunk) - The proposed acquisition involves purchasing target interests for **RMB6.75 million** in cash, aiming to provide the Group with opportunities to enter the Hebei solar energy market and diversify its energy portfolio[45](index=45&type=chunk)[47](index=47&type=chunk) - Share Subscription A, Convertible Bond Subscription A, and the Proposed Acquisition are inter-conditional and had not been completed as of the date of this report[47](index=47&type=chunk) [Significant Acquisitions and Disposals](index=19&type=section&id=Significant%20Acquisitions%20and%20Disposals) Other than what is disclosed in this report, the Group had no significant acquisitions or disposals of subsidiaries and associates during the reporting period - Other than those disclosed in this report, the Group had no significant acquisitions or disposals of subsidiaries and associates during the reporting period[48](index=48&type=chunk) [Sale and Leaseback Transaction](index=19&type=section&id=Sale%20and%20Leaseback%20Transaction) The Group entered into a sale and leaseback agreement with Huaneng Tiancheng Financial Leasing Co Ltd in 2019 for wind turbine generator sets and other assets, with a total consideration of RMB1,800,000,000, of which RMB1,400,000,000 has been received - The Group entered into a sale and leaseback agreement with Huaneng Tiancheng Financial Leasing Co Ltd, involving leased assets such as wind turbine generator sets, with a total consideration of **RMB1,800,000,000**[49](index=49&type=chunk) - The sale and leaseback transaction was accounted for as a financing transaction, and as of the date of this report, the lessee had received a total consideration of **RMB1,400,000,000**[50](index=50&type=chunk) [Pledge of Assets](index=20&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, the Group pledged approximately RMB517,493,000 in property, plant, and equipment, RMB290,926,000 in trade and other receivables, and RMB54,450,000 in financial assets as collateral for borrowings - As of June 30, 2025, the Group pledged property, plant and equipment with a carrying value of approximately **RMB517,493,000** and certain leasehold land[51](index=51&type=chunk) - Trade and other receivables with a carrying value of approximately **RMB290,926,000**, and certain investments designated at fair value through other comprehensive income with a carrying value of approximately **RMB54,450,000** were pledged[51](index=51&type=chunk) - The issued share capital of certain subsidiaries of the Company has been pledged as collateral for borrowings obtained by the Group[51](index=51&type=chunk) [Contingent Liabilities](index=20&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[52](index=52&type=chunk) [Employees and Remuneration Policy](index=20&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group employed 154 full-time staff in Hong Kong and China, with total employee costs of approximately RMB27,527,000 for the period, and remuneration based on performance - As of June 30, 2025, the Group had **154** full-time employees in Hong Kong and China, an increase from **152** as of December 31, 2024[53](index=53&type=chunk) - During the reporting period, related staff costs (including directors' emoluments) were approximately **RMB27,527,000**, an increase from approximately **RMB24,686,000** in the same period of 2024[54](index=54&type=chunk) [Events After Reporting Period](index=21&type=section&id=Events%20After%20Reporting%20Period) Other than what is disclosed in this report, no significant events have occurred since the end of the reporting period - Other than those disclosed in this report, no significant events have occurred since the end of the reporting period[55](index=55&type=chunk) [Future Outlook](index=21&type=section&id=Future%20Outlook) The Group anticipates significant growth in China's new energy sector, driven by supportive national policies, and plans to expand its wind power operations, explore new clean energy sources, and become a competitive renewable energy provider - The Chinese government has introduced intensive new energy policies, providing comprehensive support for the industry's development, particularly accelerating the planning and construction of large-scale wind and solar power bases in Gobi and desert regions[56](index=56&type=chunk) - Energy storage, an indispensable part of new energy development, is experiencing unprecedented opportunities, helping to address the intermittency and volatility of new energy generation[56](index=56&type=chunk) - The Group will strengthen its existing wind farm operation and maintenance business in North China, gradually expanding to surrounding areas, and actively exploring cooperation models with other industries such as power, transportation, and construction[57](index=57&type=chunk) - The Group will continue to seek opportunities for cooperative development or acquisitions, actively expanding into other new clean energy fields beyond wind power, such as solar and biomass, to build a diversified and complementary energy structure[58](index=58&type=chunk) [Disclosure of Interests](index=23&type=section&id=Disclosure%20of%20Interests) This chapter details the interests of the company's directors, chief executive, substantial shareholders, and other persons in the company's shares and related securities [Interests of Directors and Chief Executive](index=23&type=section&id=Interests%20of%20Directors%20and%20Chief%20Executive) This section discloses the long positions in the Company's shares and related securities held by its directors and chief executive as of June 30, 2025, with Executive Director Mr. Zhang Zhixiang holding the largest interest Long Positions of Directors and Chief Executive in Shares and Related Securities of the Company (As of June 30, 2025) | Director Name | Capacity | Number of Shares/Related Securities (Total) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Zhang Zhixiang | Beneficial Owner/Controlled Corporation Interest | 716,977,679 | 41.81% | | Ning Zhongzhi | Beneficial Owner | 6,492,000 | 0.38% | | Qu Weidong | Beneficial Owner | 1,713,920 | 0.10% | | Hu Xiaolin | Beneficial Owner | 84,000 | 0.01% | | Jiang Senlin | Beneficial Owner | 1,704,000 | 0.10% | - Mr. Zhang Zhixiang's interests include **216,206,900** shares held through Diamond Jubilee Holdings Limited and convertible bonds held through Yinghui Limited, his wholly-owned entity (assuming full conversion into **494,278,779** new shares)[60](index=60&type=chunk) [Interests of Substantial Shareholders and Other Persons](index=25&type=section&id=Interests%20of%20Substantial%20Shareholders%20and%20Other%20Persons) This section discloses the interests of substantial shareholders and other persons in the Company's shares or related securities as of June 30, 2025, with Hebei Expressway Development (Group) Co Ltd holding the largest potential interest Long Positions of Substantial Shareholders and Other Persons in Shares and Related Securities of the Company (As of June 30, 2025) | Name/Person | Number of Interested Shares and Related Securities | Approximate Percentage of Shareholding | | :--- | :--- | :--- | | Hebei Expressway Development (Group) Co Ltd | 5,777,777,778 | 336.95% | | Hebei Communications Investment Group Co Ltd | 5,777,777,778 | 336.95% | | Atlantis Capital Group Holdings Limited | 944,444,444 | 55.08% | | Atlantis New Hong Kong Equity Fund Limited | 944,444,444 | 55.08% | | Liu Yang | 944,444,444 | 55.08% | | Yinghui | 494,278,779 | 28.83% | | Diamond Jubilee Holdings Limited | 216,206,900 | 12.61% | | Xu Yingjie | 227,966,663 | 13.29% | - Hebei Expressway Development (Group) Co Ltd's interests include **590,615,905** ordinary shares and approximately **RMB933.7 million** convertible bonds convertible into **5,187,161,873** ordinary shares[62](index=62&type=chunk) - Atlantis New Hong Kong Equity Fund Limited's interests include **119,437,859** ordinary shares and approximately **HKD161.7 million** convertible bonds convertible into **825,006,585** ordinary shares[63](index=63&type=chunk) [Corporate Governance](index=28&type=section&id=Corporate%20Governance) This chapter details the company's adherence to corporate governance standards and the model code for securities transactions by directors [Corporate Governance Code and Model Code for Securities Transactions by Directors](index=28&type=section&id=Corporate%20Governance%20Code%20and%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company complied with the Corporate Governance Code during the reporting period and adopted the Model Code for Securities Transactions by Directors of Listed Issuers, with all directors confirming strict adherence - The Company complied with the Corporate Governance Code as set out in Appendix C1 to the Listing Rules of the Stock Exchange during the reporting period[66](index=66&type=chunk) - The Company adopted and complied with the Model Code for Securities Transactions by Directors of Listed Issuers, with all directors confirming strict compliance[67](index=67&type=chunk) [Other Information](index=29&type=section&id=Other%20Information) This chapter covers various additional information, including interim dividends, share transactions, share option schemes, public float, and the composition of key board committees [Interim Dividend](index=29&type=section&id=Interim%20Dividend) The Board does not recommend the payment of any interim dividend for the reporting period - The Directors do not recommend the payment of any interim dividend for the reporting period[68](index=68&type=chunk) [Purchase, Sale or Redemption of Shares](index=29&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Shares) Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities during the reporting period - Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities during the reporting period[69](index=69&type=chunk) [Share Option Scheme](index=29&type=section&id=Share%20Option%20Scheme) The 2015 Share Option Scheme expired on May 31, 2025, with all granted options expiring on January 28, 2025, and a new scheme was adopted on June 19, 2025, allowing for 171,471,914 shares to be granted - The 2015 Share Option Scheme expired on **May 31, 2025**, and all granted share options expired on **January 28, 2025**[70](index=70&type=chunk)[71](index=71&type=chunk) - The Company adopted a new 2025 Share Option Scheme on **June 19, 2025**, with a total of **171,471,914** shares available for grant (**10%** of the total issued shares)[70](index=70&type=chunk) - No share options were granted or exercised during the reporting period[71](index=71&type=chunk)[72](index=72&type=chunk) [Sufficiency of Public Float](index=31&type=section&id=Sufficiency%20of%20Public%20Float) Based on public information and directors' knowledge, the Company maintained a public float of at least 25% of its total issued share capital during and up to the date of this report - At least **25%** of the Company's total issued share capital is held by the public, meeting the public float requirement[74](index=74&type=chunk) [Remuneration Committee](index=31&type=section&id=Remuneration%20Committee) The Company's Remuneration Committee members include Ms. Hu Xiaolin (Chairperson), Mr. Zhang Zhixiang, Mr. Qu Weidong, and Mr. Jiang Senlin - The Remuneration Committee members include Ms. Hu Xiaolin (Chairperson), Mr. Zhang Zhixiang, Mr. Qu Weidong, and Mr. Jiang Senlin[75](index=75&type=chunk) [Nomination Committee](index=31&type=section&id=Nomination%20Committee) The Company's Nomination Committee members include Mr. Qu Weidong (Chairperson), Mr. Zhang Zhixiang, Ms. Hu Xiaolin, and Mr. Jiang Senlin - The Nomination Committee members include Mr. Qu Weidong (Chairperson), Mr. Zhang Zhixiang, Ms. Hu Xiaolin, and Mr. Jiang Senlin[76](index=76&type=chunk) [Audit Committee](index=31&type=section&id=Audit%20Committee) The Company's Audit Committee, comprising all independent non-executive directors with Mr. Jiang Senlin as Chairman, reviewed the Group's unaudited financial results and discussed internal controls, risk management, and financial reporting matters - The Audit Committee members include all independent non-executive directors: Mr. Jiang Senlin (Chairman), Mr. Qu Weidong, and Ms. Hu Xiaolin[77](index=77&type=chunk) - The Audit Committee reviewed the Group's unaudited financial results for the reporting period and discussed matters such as internal control, risk management, and the Group's financial reporting[77](index=77&type=chunk) [Condensed Consolidated Financial Statements](index=32&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This chapter presents the Group's condensed consolidated financial statements, including the statement of profit or loss, comprehensive income, financial position, changes in equity, and cash flows, along with detailed notes [Condensed Consolidated Statement of Profit or Loss](index=32&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) This condensed consolidated statement of profit or loss shows a 6% increase in revenue for the six months ended June 30, 2025, but an 85% expansion in loss for the period to RMB40,357,000 due to higher cost of sales and lower gross profit Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 183,438 | 173,602 | | Cost of Sales | (138,110) | (109,022) | | Gross Profit | 45,328 | 64,580 | | Operating Profit | 41,132 | 56,385 | | Loss Before Tax | (18,595) | (7,398) | | Loss for the Period | (40,357) | (21,844) | | Loss Attributable to Owners of the Company | (35,526) | (36,818) | | Basic and Diluted Loss Per Share (RMB) | (0.021) | (0.022) | [Condensed Consolidated Statement of Comprehensive Income](index=33&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) This condensed consolidated statement of comprehensive income shows a total comprehensive loss for the period of RMB27,078,000 for the six months ended June 30, 2025, a reduction from RMB31,458,000 in the prior year, mainly due to positive exchange differences from translating foreign operations Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Loss for the Period | (40,357) | (21,844) | | Exchange differences arising on translation of financial statements of operations outside the People's Republic of China | 19,315 | (15,742) | | Exchange differences arising on translation of financial statements of the Company | (6,036) | 6,128 | | Total Comprehensive Loss for the Period | (27,078) | (31,458) | [Condensed Consolidated Statement of Financial Position](index=34&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets increased to RMB2,734,103,000, primarily driven by a significant rise in property, plant, and equipment, while total equity decreased, resulting in net current liabilities of RMB230,366,000 Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Total Assets | 2,734,103 | 2,479,411 | | Total Equity | 59,591 | 86,669 | | Total Liabilities | 2,674,512 | 2,392,742 | | Net Current Liabilities | (230,366) | (252,551) | - Property, plant and equipment increased from approximately **RMB1,092,034,000** as of December 31, 2024, to approximately **RMB1,436,001,000** as of June 30, 2025[80](index=80&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=36&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This condensed consolidated statement of changes in equity shows an increase in accumulated losses attributable to owners of the Company for the six months ended June 30, 2025, leading to a decrease in total equity from RMB86,669,000 at the beginning of the period to RMB59,591,000 at the end - Accumulated losses attributable to owners of the Company increased from approximately **RMB1,978,810,000** as of January 1, 2025, to approximately **RMB2,019,673,000** as of June 30, 2025[83](index=83&type=chunk) - Total equity decreased from approximately **RMB86,669,000** as of January 1, 2025, to approximately **RMB59,591,000** as of June 30, 2025[83](index=83&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=38&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This condensed consolidated statement of cash flows shows a significant increase in net cash from operating activities to RMB78,717,000, while net cash used in investing activities was RMB269,351,000, and net cash from financing activities was RMB191,122,000 Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net cash from operating activities | 78,717 | 20,635 | | Net cash used in investing activities | (269,351) | (27,444) | | Net cash from/(used in) financing activities | 191,122 | (135,127) | | Net decrease in cash and cash equivalents | 488 | (141,936) | | Cash and cash equivalents at end of period | 243,371 | 244,468 | - Payments for property, plant and equipment amounted to **RMB281,411,000**, representing the major portion of cash outflow from investing activities[84](index=84&type=chunk) - Proceeds from bank and other loans amounted to **RMB305,285,000**, serving as the primary source of cash inflow from financing activities[86](index=86&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=40&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, covering general information, basis of preparation, accounting policies, financial risk management, key accounting estimates, segment information, revenue, various expenses, loss per share, dividends, asset and liability details, borrowings, cash flows, related party transactions, and commitments, offering essential context and explanations [General Information](index=40&type=section&id=General%20Information) China Ruifeng New Energy Holdings Limited, incorporated in the Cayman Islands and listed on HKEX, primarily operates wind farms and energy storage power stations, with its unaudited condensed consolidated financial statements reviewed by the Audit Committee - The Company is principally engaged in wind farm operation and energy storage power station operation[89](index=89&type=chunk) - The condensed consolidated financial statements for the six months ended June 30, 2025, are unaudited but have been reviewed by the Company's Audit Committee[90](index=90&type=chunk) [Basis of Preparation and Accounting Policies](index=40&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Policies) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and the Listing Rules, with consistent accounting policies, and despite current liabilities exceeding current assets and a period loss, the Board deems the Group a going concern due to debt extensions and new loan commitments - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard **34** "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[92](index=92&type=chunk) - The Group's current liabilities exceeded its current assets by approximately **RMB230,366,000**, and it incurred a net loss of approximately **RMB40,357,000** for the period ended on that date[94](index=94&type=chunk) - The Board is satisfied that the condensed consolidated financial statements are appropriately prepared on a going concern basis, considering the extension of convertible bond maturity, creditor commitments, and new loan facilities[94](index=94&type=chunk)[95](index=95&type=chunk) [Financial Risk Management](index=42&type=section&id=Financial%20Risk%20Management) The Group faces market risks (price, foreign exchange, and interest rate), credit risk, and liquidity risk, with no significant changes in risk management policies since the prior year, and financial instruments measured at fair value are classified into three levels based on input observability - The Group's activities expose it to market risks (including price risk, foreign exchange risk, and cash flow and fair value interest rate risk), credit risk, and liquidity risk[96](index=96&type=chunk) - Fair value estimates are categorized into three levels based on the observability of inputs: Level 1 (quoted prices in active markets), Level 2 (other observable inputs), and Level 3 (unobservable input data)[99](index=99&type=chunk) Financial Instruments Measured at Fair Value (As of June 30, 2025) | Indicator | Level 1 (RMB thousands) | Level 2 (RMB thousands) | Level 3 (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through other comprehensive income (unlisted investments) | — | — | 59,429 | 59,429 | | Financial assets at fair value through profit or loss (listed investments) | 1,114 | — | — | 1,114 | | Financial assets at fair value through profit or loss (unlisted investments) | — | — | 2,300 | 2,300 | [Critical Accounting Estimates and Judgements](index=46&type=section&id=Critical%20Accounting%20Estimates%20and%20Judgements) The significant judgments, estimates, and assumptions made by management in preparing the condensed consolidated financial statements are consistent with those applied in the annual consolidated financial statements for the year ended December 31, 2024 - The significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are consistent with those applied in the annual consolidated financial statements for the year ended December 31, 2024[108](index=108&type=chunk) [Segment Information](index=47&type=section&id=Segment%20Information) The Group operates a single reportable segment, wind power generation in China, with all revenue and most non-current assets located in China, and one major customer contributing over 10% of total revenue - The Group has one reportable operating segment, which is power generation using wind turbine blades in China[109](index=109&type=chunk) - All of the Group's revenue from external customers is derived from China[110](index=110&type=chunk) - As of June 30, 2025, the Group's non-current assets in China amounted to **RMB1,706,515,000**[110](index=110&type=chunk) - One customer (Customer A) individually contributed over **10%** of the Group's total revenue, amounting to **RMB181,373,000**[111](index=111&type=chunk) [Revenue](index=48&type=section&id=Revenue) The Group's revenue primarily derives from selling wind power to local grid companies in China, including electricity sales and tariff subsidies recognized at a point in time, while construction service revenue is recognized over time, with tariff subsidy collection dependent on government funding allocation Revenue from Contracts with Customers (For the six months ended June 30) | Revenue Source | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Sale of electricity | 131,557 | 125,113 | | Tariff subsidies | 49,816 | 46,015 | | Sale of machinery and electronic equipment | 151 | — | | Sale of petroleum coke | — | 2,474 | | Construction services | 1,914 | — | | **Total** | **183,438** | **173,602** | - Revenue primarily refers to revenue from the sale of wind power to local grid companies in China for the six months ended June 30, 2025, and 2024[114](index=114&type=chunk) - The collection of tariff subsidies is subject to the allocation of funds by relevant government authorities to local grid companies[114](index=114&type=chunk) [Expenses by Nature](index=49&type=section&id=Expenses%20by%20Nature) Total cost of sales and administrative expenses increased to RMB166,568,000, mainly due to higher depreciation of property, plant and equipment, employee benefit costs, and repair and maintenance expenses Expenses by Nature (For the six months ended June 30) | Expense Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 90,990 | 65,405 | | Employee benefit costs | 27,527 | 24,686 | | Repair and maintenance expenses | 17,793 | 15,621 | | Total cost of sales and administrative expenses | 166,568 | 131,491 | [Employee Benefit Costs (Including Directors' Emoluments)](index=50&type=section&id=Employee%20Benefit%20Costs%20(Including%20Directors'%20Emoluments)) Total employee benefit costs, including directors' emoluments, for the six months ended June 30, 2025, amounted to RMB27,527,000, an increase from the prior year period Employee Benefit Costs (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Directors' emoluments | 2,943 | 2,936 | | Other employees | 24,584 | 21,750 | | **Total** | **27,527** | **24,686** | [Finance Costs](index=50&type=section&id=Finance%20Costs) Total finance costs for the six months ended June 30, 2025, decreased to RMB60,079,000, primarily due to a reduction in bond interest expenses Finance Costs (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest expense on bank and other loans | 28,470 | 26,810 | | Interest expense on bonds | 955 | 5,828 | | Interest expense on convertible bonds | 30,565 | 30,971 | | Interest expense on lease liabilities | 89 | 156 | | **Total** | **60,079** | **63,765** | [Income Tax Expense](index=51&type=section&id=Income%20Tax%20Expense) Income tax expense for the six months ended June 30, 2025, increased to RMB21,762,000, primarily from PRC corporate income tax, with no income tax provision in Hong Kong, Cayman Islands, or BVI Income Tax Expense (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | PRC corporate income tax | 23,461 | 16,145 | | Deferred income tax | (1,699) | (1,699) | | **Total** | **21,762** | **14,446** | - The applicable income tax rate for the Group's PRC subsidiaries is **25%**[121](index=121&type=chunk) [Loss Per Share](index=52&type=section&id=Loss%20Per%20Share) For the six months ended June 30, 2025, both basic and diluted loss per share attributable to owners of the Company were RMB0.021, a slight improvement from RMB0.022 in the prior year, with diluted loss per share equal to basic loss per share due to the anti-dilutive effect of convertible bonds Loss Per Share (For the six months ended June 30) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Loss attributable to owners of the Company (RMB thousands) | (35,526) | (36,818) | | Weighted average number of ordinary shares (thousands) | 1,714,719 | 1,662,365 | | Basic loss per share (RMB) | (0.021) | (0.022) | - Diluted loss per share is equal to basic loss per share because the convertible bonds have an anti-dilutive effect on the loss attributable to owners of the Company[126](index=126&type=chunk) [Interim Dividend](index=53&type=section&id=Interim%20Dividend) The Directors do not recommend the distribution of any interim dividend for the six months ended June 30, 2025 - The Directors do not recommend the distribution of any interim dividend for the six months ended June 30, 2025[127](index=127&type=chunk) [Property, Plant and Equipment](index=53&type=section&id=Property,%20Plant%20and%20Equipment) For the six months ended June 30, 2025, the Group's acquisitions of property, plant and equipment (including construction in progress) amounted to approximately RMB439,065,000, a significant increase from the prior year period - For the six months ended June 30, 2025, the Group's acquisitions of property, plant and equipment (including construction in progress) amounted to approximately **RMB439,065,000**, compared to approximately **RMB2,058,000** in the same period of 2024[128](index=128&type=chunk) [Right-of-Use Assets](index=53&type=section&id=Right-of-Use%20Assets) Additions to right-of-use assets for the six months ended June 30, 2025, amounted to approximately RMB3,123,000, with no disposals during the period - Additions to right-of-use assets for the six months ended June 30, 2025, amounted to approximately **RMB3,123,000**[129](index=129&type=chunk) [Interests in Associates](index=53&type=section&id=Interests%20in%20Associates) The Group's interests in associates slightly decreased to RMB1,463,000, reflecting its share of losses for the period Interests in Associates (RMB thousands) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | At beginning of period/year | 1,467 | 1,489 | | Share of loss for the period/year | (4) | (22) | | At end of period/year | 1,463 | 1,467 | [Interests in Joint Ventures](index=53&type=section&id=Interests%20in%20Joint%20Ventures) The Group's interests in joint ventures increased to RMB3,440,000, reflecting its share of profits for the period Interests in Joint Ventures (RMB thousands) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | At beginning of period/year | 3,084 | 3,061 | | Share of profit for the period/year | 356 | 23 | | At end of period/year | 3,440 | 3,084 | [Trade and Other Receivables](index=54&type=section&id=Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables amounted to RMB928,403,000, with net trade receivables of RMB273,806,000 primarily comprising unbilled tariff subsidies, and an increase in pledged trade receivables Trade and Other Receivables (RMB thousands) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade receivables (net) | 273,806 | 256,654 | | Prepayments, deposits and other receivables (total) | 654,597 | 759,624 | | **Total** | **928,403** | **1,016,278** | | Less: Non-current portion | (239,082) | (414,636) | | Current portion | 689,321 | 601,642 | - The unbilled portion of trade receivables was **RMB251,606,000**, mainly comprising tariff subsidy receivables[133](index=133&type=chunk) - The Group pledged certain trade receivables with a carrying value of approximately **RMB262,926,000** to obtain other loans[133](index=133&type=chunk) [Share Capital](index=58&type=section&id=Share%20Capital) As of June 30, 2025, the Company's total issued and fully paid share capital remained unchanged at 1,714,719,143 ordinary shares with a par value of HKD0.05 each, amounting to RMB77,424,000 Issued and Fully Paid Share Capital (RMB thousands) | Indicator | Number of Shares (thousands) | Amount (RMB thousands) | | :--- | :--- | :--- | | As of June 30, 2025 (Unaudited) | 1,714,719 | 77,424 | [Trade and Other Payables](index=59&type=section&id=Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables increased to RMB345,906,000 from December 31, 2024, with a decrease in trade payables offset by a significant increase in other payables and accrued expenses Trade and Other Payables (RMB thousands) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade payables | 12,743 | 25,672 | | Other payables and accrued expenses | 148,603 | 84,741 | | **Total** | **345,906** | **293,662** | [Borrowings](index=60&type=section&id=Borrowings) As of June 30, 2025, the Group's total borrowings increased to RMB2,314,811,000, primarily comprising pledged bank loans and other loans, with the 2022 convertible bonds' maturity extended to June 2026 Borrowings Composition (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bank loans, pledged | 974,224 | 673,605 | | Bonds | 95,921 | 105,988 | | Convertible bonds | 415,458 | 397,011 | | Other loans | 820,713 | 891,408 | | **Total** | **2,314,811** | **2,076,627** | - The maturity date of the 2022 convertible bonds was extended to **June 2026** in **March 2025** with Yinghui's consent[144](index=144&type=chunk) Changes in 2022 Convertible Bonds Liability and Equity Components (RMB thousands) | Item | Liability Component | Equity Component | Total | | :--- | :--- | :--- | :--- | | As of January 1, 2025 | 397,011 | 29,654 | 426,665 | | Interest expense | 30,565 | — | 30,565 | | Exchange adjustment | (12,118) | — | (12,118) | | As of June 30, 2025 | 415,458 | 29,654 | 445,112 | [Notes to the Condensed Consolidated Cash Flow Statement](index=64&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Cash%20Flow%20Statement) This section provides a reconciliation of cash generated from operations, showing RMB110,190,000 for the six months ended June 30, 2025, derived from adjusting loss before income tax, depreciation, finance costs, and working capital changes Cash Generated from Operations (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Loss before income tax | (18,595) | (7,398) | | Depreciation of property, plant and equipment | 90,990 | 65,405 | | Finance costs | 60,079 | 63,765 | | Cash generated from operations | 110,190 | 48,096 | [Related Party Transactions](index=65&type=section&id=Related%20Party%20Transactions) Other than what is disclosed elsewhere in the condensed consolidated financial statements, the Group did not enter into any other significant related party transactions, with key management personnel compensation details provided in Note 8 - The Group did not enter into any other significant related party transactions, and details of key management personnel compensation are disclosed in Note 8 to the condensed consolidated financial statements[148](index=148&type=chunk) [Commitments](index=65&type=section&id=Commitments) As of June 30, 2025, the Group's outstanding capital commitments primarily related to the acquisition of property, plant and equipment, amounting to approximately RMB397,937,000 Capital Commitments (RMB thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Acquisition of property, plant and equipment — contracted | 397,937 | 613,234 |

Financial Performance - For the six months ended June 30, 2025, the Company reported revenue of RMB 32,425,000, a significant increase from RMB 5,333,000 in the same period of 2024, representing a growth of 508%[21]. - Revenue from online interactive entertainment services reached RMB 28,776,000, up from RMB 3,291,000, indicating an increase of 775%[21]. - The gross profit for the period was RMB 10,936,000, compared to RMB 4,146,000 in 2024, resulting in a gross profit margin of 33.7%, down from 77.7%[21]. - The Company reported a net loss of RMB 24,647,000 for the period, contrasting with a net profit of RMB 43,987,000 in the previous year[21]. - The adjusted net loss was RMB 24,333,000, compared to an adjusted net profit of RMB 44,127,000 in 2024, reflecting a significant decline in profitability[21]. - The adjusted net profit margin for the period was -75.0%, compared to 827.4% in the same period last year[21]. - Basic and diluted losses per share were both RMB -0.019, compared to earnings per share of RMB 0.038 in 2024[21]. Strategic Initiatives - The Company has expanded its operations into overseas markets, including Indonesia and the Middle East, which are becoming key growth drivers for its online interactive entertainment business[6]. - The Company continues to focus on enhancing its live streaming mobile applications to capture the growing demand for mobile entertainment globally[6]. - The Group's strategic investment in the "Sila Chat" platform and the growth in game marketing and operation business were key factors driving losses[30]. - The Group formed a dedicated online gaming team and partnered with renowned developers to enhance user engagement and activity levels in online gaming[38]. - The Group's strategy includes "multiple-point incubation and selective consolidation" to identify high-performing products with significant user and revenue growth potential[33]. - The company plans to deepen its focus on online interactive entertainment and embrace AI-driven transformation to enhance product innovation and operational efficiency[44]. User Metrics - For the three months ended June 30, 2025, the total number of monthly active users (MAUs) was approximately 55,000, a decrease of 48.1% year-on-year and 12.7% quarter-on-quarter[50]. - Quarterly paying users (QPUs) increased to approximately 8,000, representing a 100.0% year-on-year increase and remaining stable compared to the previous quarter[57]. - The quarterly average revenue per user was RMB2,648, reflecting a 743.3% increase year-on-year and a 475.7% increase quarter-on-quarter[57]. Expenses and Costs - The cost of revenue surged by 1,710.4% year-on-year to RMB21.5 million, primarily due to the integration of the "Sila Chat" platform[58]. - Selling and marketing expenses increased by 158.0% year-on-year to RMB11.1 million, linked to the growth in game marketing and operations[60]. - Research and development expenses rose by 175.6% year-on-year to RMB10.5 million, reflecting the company's commitment to core business development[62]. Financial Position - Cash and cash equivalents amounted to RMB428.3 million as of June 30, 2025, down from RMB467.0 million as of December 31, 2024[90][92]. - Financial assets at fair value through profit or loss (FVTPL) increased by 3.1% to RMB1,811.9 million as of June 30, 2025, compared to RMB1,757.2 million as of December 31, 2024, mainly due to increases in other financial instruments and listed equity securities[95]. - The fair value of financial assets measured at fair value through profit or loss increased by 3.1% to RMB1,811.9 million as of June 30, 2025, compared to RMB1,757.2 million as of December 31, 2024[96]. - The fair value of other financial instruments rose by 7.3% to RMB1,054.2 million as of June 30, 2025, from RMB982.8 million as of December 31, 2024[99]. - Fund investments decreased by 3.7% to RMB461.8 million as of June 30, 2025, down from RMB479.6 million as of December 31, 2024[102]. - The fair value of listed equity securities increased by 24.5% to RMB75.6 million as of June 30, 2025, compared to RMB60.7 million as of December 31, 2024[112]. - The fair value of structured notes decreased by 30.0% to RMB11.3 million as of June 30, 2025, compared to RMB16.1 million as of December 31, 2024[118]. Corporate Governance - The Group's corporate governance practices comply with the Corporate Governance Code and the Listing Rules, with ongoing reviews to ensure compliance[150]. - The Audit Committee, consisting of three independent non-executive Directors, reviewed the accounting principles and practices adopted by the Group during the Reporting Period[163]. - The company complied with the Model Code for Securities Transactions by Directors during the Reporting Period, confirming adherence from all Directors[157]. - The Group maintained a good working relationship with its employees, with no significant labor disputes reported during the reporting period[144]. Shareholder Information - The company declared an interim dividend of HK$0.01 per share for the Reporting Period, consistent with the previous year[158]. - A total of 13,700,000 shares were repurchased during the Reporting Period at an aggregate amount of HK$7,723,840, with all repurchased shares cancelled[173]. - As of June 30, 2025, Mr. Fu Zhengjun holds 330,695,000 shares, representing approximately 29.72% of the company's ordinary shares[179]. - UBS Trustees (B.V.I) Limited, as a trustee, also holds 330,695,000 shares, equating to 29.72% of the company's shares[186]. - The Core Trust Company Limited holds 68,302,002 shares, representing 6.14% of the company's shares[186]. - The company has not engaged in the purchase, redemption, or sale of its listed securities during the reporting period[175].

股份代號： ( 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ) 中 期 報 告 2025 * For identication purpose only INTERIM REPORT 2025 目 錄 | | | 2 中期報告 2025 簡明綜合中期財務狀況表 | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | | 六月三十日 | 十二月三十一日 | | | | （未經審核） | （經 審 核） | | | 附 註 | 千港元 | 千港元 | | 非流動資產 | | | | | 物 業、廠 房 及 設 備 | | 16,092 | 16,099 | | 無形資產 | | 155,676 | 155,676 | | 使用權資產 | | 549 | 1,484 | | 法定存款及其他資產 | | 2,622 | 2,622 | | | | 174,939 | 175,881 | | 流動資產 | | | | | 貿易應收款項 | 9 | 2,961 | 4,332 | | 預 付 款 項、按 金 及 其 他 應 收 款 項 | 10 | 105,148 ...

Financial Performance - The company recorded revenue of approximately HKD 17,685,000 for the period, a decrease of 63.7% compared to HKD 48,697,000 in the previous period[5]. - The net loss for the period was approximately HKD 298,803,000, compared to a net profit of HKD 142,581,000 in the previous period, indicating a significant decline in performance[5]. - Basic loss per share for the period was HKD 0.057, compared to HKD 0.007 in the previous period[6]. - The company reported a loss before tax of HKD 314,260,000, compared to a profit of HKD 118,574,000 in the previous year[47]. - The net loss attributable to equity holders of the company was HKD 497,874,000, compared to a loss of HKD 57,447,000 in the same period last year[47]. - Total comprehensive loss for the period was HKD 318,571,000, compared to a total comprehensive income of HKD 144,647,000 in 2024[48]. - For the six months ended June 30, 2025, the company reported a loss of HKD 497,874,000, compared to a loss of HKD 57,447,000 for the same period in 2024, indicating a significant increase in losses[51]. - The total comprehensive income for the six months ended June 30, 2025, was HKD -517,642,000, while for the same period in 2024, it was HKD 144,647,000, reflecting a decline in overall financial performance[52]. Revenue Breakdown - Commission and service fee income decreased to HKD 1,613,000 from HKD 2,350,000, representing a decline of 31.4%[47]. - Interest income calculated using the effective interest method fell to HKD 14,377,000, down 64.2% from HKD 40,187,000[47]. - Revenue from external customers in Hong Kong for the six months ended June 30, 2025, was HKD 14,607 million, a decrease from HKD 48,030 million in 2024, reflecting a decline of approximately 69.6%[76]. - Major clients contributed over 10% of total revenue, with Client A contributing HKD 6,750 million for the six months ended June 30, 2025, down from HKD 29,734 million in 2024[77]. Investment Performance - The company reported a net loss of approximately HKD 304,366,000 in the investment segment, a stark contrast to a profit of HKD 159,690,000 in the previous period, primarily due to increased impairment provisions[10]. - The securities business recorded a loss of approximately HKD 6,672,000 for the period, compared to a profit of HKD 2,747,000 in the previous period[8]. - The company recorded a net impairment loss of approximately HKD 151 million for the year, primarily due to a significant decline in the expected recoverable value of a margin financing project[31]. - The company recognized a fair value gain of HKD 4,123,000 on financial assets for the six months ended June 30, 2025, compared to a gain of HKD 5,479,000 in 2024, indicating a decrease in fair value gains[51]. Assets and Liabilities - The total assets as of June 30, 2025, were HKD 1,779,867 million, down from HKD 2,065,770 million as of December 31, 2024, representing a decrease of about 13.8%[71]. - The total liabilities as of June 30, 2025, were HKD 4,570,459 million, an increase from HKD 4,339,151 million as of December 31, 2024, indicating a rise of approximately 5.3%[71]. - The company's total equity attributable to equity holders was negative HKD 9,034,639,000, compared to negative HKD 8,516,997,000 in the previous year[50]. - Cash and bank deposits totaled approximately HKD 379,152,000 as of June 30, 2025, down from HKD 413,122,000 as of December 31, 2024, with 69% held in HKD or RMB[16]. Risk Management and Compliance - The company emphasized risk management and compliance in its operations, focusing on transforming its licensed business and enhancing operational efficiency[8]. - The geopolitical conflicts and US tariff policies have significantly impacted global trade, contributing to the company's challenging operating environment[7]. - The risk management department continuously evaluates the impairment of financial assets and communicates with management regarding the impact on financial reports[39]. - Daily risk monitoring is conducted for existing projects, with quarterly financial reports required from lessees[37]. Future Plans and Strategies - The group plans to enhance market marketing and institutional client expansion in the securities business, aiming to increase the proportion of intermediary business income[14]. - The group will focus on distressed asset management and cross-border financial cooperation to explore opportunities in debt restructuring and asset injection[14]. - The board believes that the business plan for the next twelve months is feasible and achievable, ensuring sufficient operating funds to meet financial obligations[61]. - The group aims to improve cash flow by focusing on recovering cash flows from existing projects and controlling administrative costs[60]. Shareholder and Corporate Governance - The company has adopted and complied with all applicable corporate governance code provisions during the reporting period[138]. - The company is a wholly-owned subsidiary of 中國中信金融資產, which is listed on the Hong Kong Stock Exchange[144]. - The company has undergone changes in its board of directors, with new appointments effective in 2025[143]. - The company has not made any significant changes to its accounting policies compared to the previous fiscal year, except for the adoption of revised Hong Kong Financial Reporting Standards[62].

Financial Performance - For the six months ended June 30, 2025, the group recorded revenue of approximately HKD 49.5 million, a decrease of 5.9% compared to HKD 52.5 million for the same period in 2024[4] - The loss attributable to equity holders of the company for the six months ended June 30, 2025, was approximately HKD 12.6 million, compared to a profit of HKD 2.3 million for the same period in 2024[4] - Gross profit for the six months ended June 30, 2025, was HKD 8.99 million, an increase of 39% from HKD 6.46 million in the same period of 2024[5] - The company reported a total comprehensive loss of HKD 13.42 million for the six months ended June 30, 2025, compared to a total comprehensive income of HKD 1.98 million for the same period in 2024[6] - The company reported a loss attributable to equity holders of HKD 12,624,000 for the six months ended June 30, 2025, compared to a profit of HKD 2,250,000 for the same period in 2024, indicating a significant decline in performance[15] - The company’s comprehensive income for the six months ended June 30, 2025, included a loss of HKD 12,624,000 and other comprehensive losses totaling HKD 368,000[15] - The company reported a fair value loss of HKD 7,060,000 on financial assets measured at fair value through profit or loss for the six months ended June 30, 2025, compared to a gain of HKD 15,082,000 in the same period of 2024[36] Liquidity and Financial Position - Total assets as of June 30, 2025, amounted to HKD 51.38 million, down from HKD 58.36 million as of December 31, 2024[7] - The company's cash and cash equivalents decreased to HKD 15.10 million as of June 30, 2025, from HKD 24.41 million as of December 31, 2024[7] - As of June 30, 2025, the company's net current assets were HKD 27,216,000, down from HKD 41,117,000 as of December 31, 2024, indicating a deterioration in liquidity[15] - The company had cash and cash equivalents of HKD 15,103,000 as of June 30, 2025, a decrease from HKD 24,407,000 as of December 31, 2024[15] - The total financial liabilities increased to HKD 16,395,000 as of June 30, 2025, from HKD 10,122,000 as of December 31, 2024, with accounts payable rising significantly from HKD 5,428,000 to HKD 12,792,000[21] - The group’s liquidity risk management indicates that as of June 30, 2025, total cash flow obligations amounted to HKD 16,630,000, with HKD 13,805,000 due within one year[24] - The board has implemented measures to improve the group's liquidity and financial position, ensuring sufficient financial resources for at least the next twelve months[69] Operational Efficiency - The group successfully implemented cost control measures, including adjustments to human resources and operational expenses, to enhance cash flow and working capital[18] - The company maintained a cautious operational strategy, optimizing operational efficiency and strengthening cost control to mitigate losses[54] - Distribution and selling expenses decreased by approximately 44%, from HKD 7,703,000 to about HKD 4,323,000[63] - Research and development expenses decreased by approximately 31%, from HKD 496,000 to about HKD 340,000[64] Revenue Breakdown - Revenue from major products totaled HKD 49,516,000, a decrease of 5.7% compared to HKD 52,506,000 for the same period in 2024[33] - The revenue from TFT-LCD panels and modules increased significantly to HKD 36,899,000, up 72.5% from HKD 21,372,000 in the previous year[33] - Revenue from optical products significantly declined from approximately HKD 16,176,000 in 2024 to about HKD 113,000 in 2025 due to increased price competition in the electric vehicle sector[55] - Revenue from electronic advertising products decreased by approximately 55%, from HKD 7,332,000 in the same period last year to about HKD 3,299,000[56] - The company’s health-related products revenue increased to HKD 7,432,000, up from HKD 6,884,000 in the previous year, reflecting a growth of 7.9%[33] Shareholder Information - The company did not declare an interim dividend for the six months ended June 30, 2025, consistent with the previous year[4] - As of June 30, 2025, Winful Enterprises holds 923,427,151 shares, representing 62.24% of the company's issued shares[86] - The 2024 Share Option Scheme allows for the grant of 148,368,715 options, with a service provider sub-limit of 14,836,871 options as of June 30, 2025[87] - The company has not repurchased any shares during the reporting period, nor have any shares been bought or sold by the company or its subsidiaries[89] Governance and Compliance - The company has adopted a code of conduct for directors' securities transactions, ensuring compliance with GEM Listing Rules[90] - The company has adhered to all provisions of the corporate governance code during the reporting period[97] - The audit committee has been established with written terms of reference in compliance with the corporate governance code, consisting of three independent non-executive directors[99] - The audit committee is chaired by Ms. Xu Huimin, who possesses appropriate accounting and financial management expertise[99] Legal Matters - There are ongoing legal proceedings involving the company and certain directors, with the company acting as a nominal respondent[94]

Financial Performance - The company reported revenue of RMB 24.1 million for the six months ended June 30, 2025, representing a 9.3% increase compared to RMB 22.0 million in the same period last year[10]. - Gross profit decreased to RMB 6.7 million, with a gross margin of 27.8%, down from 35.5% in the previous year[8]. - The company recorded a pre-tax loss of RMB 9.7 million, improving from a loss of RMB 18.0 million in the same period last year[8]. - The company reported a net loss of RMB 10.7 million for the period, an improvement from a loss of RMB 15.0 million in the previous year[8]. - Revenue for the six months ended June 30, 2025, was RMB 24,083,000, an increase of 9.3% compared to RMB 22,040,000 for the same period in 2024[79]. - Gross profit decreased to RMB 6,684,000, down 14.6% from RMB 7,830,000 year-over-year[79]. - The company reported a net loss of RMB 10,676,000, compared to a net loss of RMB 15,032,000 for the same period last year, reflecting a 29.5% improvement[81]. - Total comprehensive loss for the period was RMB 10,816,000, compared to RMB 14,675,000 in the prior year[81]. Revenue Breakdown - Revenue from hardware and/or software sales was approximately RMB 74.4 million, representing a year-on-year increase of about 21.7% or RMB 13 million[21]. - Revenue from independent IT services reached approximately RMB 33.6 million, a significant increase of about 128.6% or RMB 19 million compared to the previous year[22]. - Revenue from integrated IT solution services was RMB 13,279,000 for the six months ended June 30, 2025, down from RMB 14,455,000 in 2024, representing a decrease of approximately 8.1%[98]. - Revenue from hardware and software sales increased to RMB 7,444,000 in 2025 from RMB 6,115,000 in 2024, marking an increase of about 21.7%[98]. - Major customer A contributed RMB 3,525,000 in revenue for the six months ended June 30, 2025, while major customer B contributed RMB 3,416,000, up from RMB 3,257,000 in 2024[99]. Expenses and Costs - Selling expenses increased by approximately 54.5% or RMB 13 million, amounting to about RMB 38 million, which is approximately 15.6% of the company's revenue[25]. - Administrative expenses were approximately RMB 140 million, an increase of about 6.1% or RMB 8 million compared to the previous year[26]. - The company incurred finance costs of RMB 7,503 million for the six months ended June 30, 2025, compared to RMB 5,615 million in 2024, representing an increase of approximately 33.6%[109]. - The company’s employee costs decreased to RMB 10,850 million in the six months ended June 30, 2025, from RMB 12,394 million in 2024, a reduction of about 12.5%[109]. - The company’s total sales expenses increased to RMB 3,760 million for the six months ended June 30, 2025, from RMB 2,433 million in 2024, reflecting a rise of approximately 54.4%[106]. - The company’s research and development expenses decreased to RMB 855 million for the six months ended June 30, 2025, from RMB 1,502 million in 2024, a decline of about 43.1%[106]. Strategic Initiatives - The company has established a strategic partnership with Vietnam Made Trading Technology Limited to enhance cross-border AI cloud computing initiatives[11]. - A new AI platform was launched in collaboration with Guilin University of Electronic Technology, aimed at improving student learning and administrative efficiency[14]. - The company aims to enhance its geographical coverage and business footprint through partnerships with domestic and international enterprises in Southeast Asia[10]. - The company aims to deploy over 10,000 translation cards and 8,000 microcomputers in the education sector and government agencies within two years through a strategic partnership[18]. - The company plans to continue investing in R&D and seeks collaborations with reputable clients and partners to enhance product quality and market presence in China and Southeast Asia[19]. Financial Position - As of June 30, 2025, the company's debt-to-equity ratio was approximately 53.6%, a decrease from 69.9% on December 31, 2024[38]. - The total amount of bank loans secured by the company's assets as of June 30, 2025, was RMB 15,043,000, a significant decrease from RMB 79,534,000 on December 31, 2024[39]. - The company's total equity decreased to RMB 308,545,000 from RMB 319,361,000, reflecting the impact of the net loss on shareholder equity[83]. - The company has secured bank loans totaling RMB 217,913,000, with a slight decrease from RMB 222,364,000 in the previous period[122]. Shareholder Information - Major shareholders include Deep Blue Sea Technology Co., Ltd., which holds 306,000,000 shares, representing 61.2% of the issued share capital[47]. - As of June 30, 2025, the group has a total of 164 employees and provides competitive compensation, retirement plans, and benefits[50]. - The stock option plan approved on September 18, 2023, allows for the issuance of up to 50,000,000 shares, representing 10% of the company's issued share capital as of the listing date[54]. - The maximum allocation for any participant under the stock option plan is capped at 1% of the total issued shares over any 12-month period[56]. - The stock option plan is designed to attract and retain experienced personnel and reward past contributions[52]. Cash Flow and Investments - Cash outflow from operating activities was approximately RMB 179 million, consistent with the previous year[33]. - Cash used in operating activities for the six months ended June 30, 2025, was RMB 17,939,000, slightly higher than RMB 17,920,000 in 2024[91]. - The net cash used in investing activities for the six months ended June 30, 2025, was RMB 4,755,000, a slight improvement from RMB 5,400,000 in 2024[91]. - The company reported a net cash inflow from financing activities of RMB 8,180,000 for the six months ended June 30, 2025, compared to a net outflow of RMB 8,862,000 in 2024[91]. Compliance and Governance - The board of directors consists of six executive directors and three independent non-executive directors as of the mid-term report date[70]. - The audit committee has reviewed and confirmed the accounting principles and policies adopted by the group[75]. - There are no significant litigations or arbitrations involving the company during the period[74]. - The company has not adopted any new standards or interpretations that became effective during the reporting period[96].

[Corporate Information](index=4&type=section&id=Corporate%20Information) [Board of Directors and Committees](index=4&type=section&id=1.1%20Board%20of%20Directors%20and%20Committees) Ubot Holdings Limited's Board of Directors comprises executive, non-executive, and independent non-executive directors, with established audit, nomination, and remuneration committees, each having a designated chairman - The Board of Directors includes Chairman and CEO Mr. Tang Yuen Tao, four executive directors, one non-executive director, and three independent non-executive directors[11](index=11&type=chunk) - The Audit, Nomination, and Remuneration Committees are established, chaired by independent non-executive directors or executive directors[11](index=11&type=chunk)[12](index=12&type=chunk) [Company Administrative Information](index=4&type=section&id=1.2%20Company%20Administrative%20Information) This section details the company secretary, authorized representatives, registered office, headquarters, share registrar, principal bankers, independent auditor, compliance advisor, Hong Kong legal counsel, website, and stock code - The company secretary is Ms. Lau Ning Yuen, and authorized representatives are Mr. Tang Yuen Tao and Mr. Chan Kai Leung[12](index=12&type=chunk) - The company is registered in the Cayman Islands, with its headquarters and principal place of business at Room 8, 35/F, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong[13](index=13&type=chunk) - The independent auditor is Moore CPA Limited, and the compliance advisor is Yuexiu Capital Limited[14](index=14&type=chunk)[15](index=15&type=chunk) - The company's stock code is **8529**, and its website is http://www.ubot.com.hk[15](index=15&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=7&type=section&id=2.1%20Business%20Review) The Group, a prominent backend semiconductor transfer media enterprise, achieved a significant financial turnaround in H1 2025, driven by strategic execution, operational efficiency, and a 'China Plus One' diversification strategy, with a new Philippine factory enhancing international market service capabilities - The Group is a renowned enterprise in the backend semiconductor transfer media industry, specializing in the design, development, manufacturing, and sale of trays and related products, and providing MEMS and sensor packaging[16](index=16&type=chunk)[17](index=17&type=chunk) - In H1 2025, the Group achieved a significant financial turnaround, primarily driven by strict strategic execution, enhanced operational efficiency, and successful deployment of a 'China Plus One' geographical diversification strategy[19](index=19&type=chunk) - The activation of the Philippine manufacturing facility significantly enhanced the Group's ability to serve international clients and improved compliance with global trade agreements and logistics efficiency[19](index=19&type=chunk) - Revenue growth benefited from strong demand from integrated device manufacturers (IDMs) and fabless semiconductor companies in high-growth regions of Southeast Asia and China[23](index=23&type=chunk) H1 2025 Revenue Contribution by Region | Region | Revenue Contribution Percentage | | :--- | :--- | | Southeast Asia | Approximately 31.9% | | China | Approximately 30.9% | | Taiwan | Approximately 21.3% | | Other (USA, Europe, Hong Kong, Korea, Japan) | Approximately 15.9% | H1 2025 Revenue by Product Category | Product Category | Revenue (million HKD) | Percentage of Total Revenue | | :--- | :--- | :--- | | Trays and Tray-related Products | 87.5 | Approximately 96.8% | | Carrier Tapes | 1.7 | Approximately 1.9% | | MEMS and Sensor Packaging | 1.2 | Approximately 1.3% | [Outlook](index=9&type=section&id=2.2%20Outlook) The global semiconductor industry is projected to expand to nearly **US$700 billion** in 2025, growing **11.2%**, fueled by AI, data centers, and automotive electronics, with the Group implementing a 'dual-track' strategy to expand Philippine capacity, accelerate China market development, and pursue strategic international growth to maximize shareholder value - The global semiconductor market is projected to reach nearly **US$700 billion** in 2025, growing **11.2%**, primarily driven by AI applications, data centers, and automotive electronics demand[33](index=33&type=chunk) - The US strengthened domestic semiconductor manufacturing capabilities through the CHIPS and Science Act, with industry leaders increasing investments in the US to mitigate supply chain vulnerabilities[34](index=34&type=chunk) - The Group diversified its production base with a new Philippine factory, aligning with the 'China Plus One' strategy to mitigate geopolitical risks[38](index=38&type=chunk) - The Group will implement a 'dual-track' strategy, combining enhanced domestic market penetration, accelerated new product manufacturing, and targeted investments in high-growth markets to maximize shareholder value and lead growth in the backend semiconductor transfer media industry[39](index=39&type=chunk) [Financial Review](index=10&type=section&id=2.3%20Financial%20Review) In H1 2025, the Group's revenue grew **13.6%** to **HK$90.4 million**, gross profit increased **18.7%** to **HK$33.2 million**, gross margin improved to **36.7%**, and it achieved a **HK$5.3 million** profit, reversing last year's loss, while maintaining a stable financial position despite reduced cash and cash equivalents H1 2025 Key Financial Indicators Comparison | Indicator | H1 2025 (million HKD) | H1 2024 (million HKD) | Y-o-Y Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 90.4 | 79.6 | Increase | 13.6% | | Cost of Sales | 57.3 | 51.7 | Increase | 10.8% | | Gross Profit | 33.2 | 27.9 | Increase | 18.7% | | Gross Profit Margin | 36.7% | 35.1% | Increase | 1.6 percentage points | | Administrative Expenses | 15.9 | 13.9 | Increase | 14.4% | | Selling and Distribution Expenses | 10.5 | 10.0 | Increase | 4.6% | | Profit/(Loss) for the Period | 5.3 | (9.5) | Turnaround from Loss to Profit | N/A | - The increase in gross profit margin was primarily attributable to higher utilization rates and the introduction of automated production facilities post-listing, enhancing production efficiency[45](index=45&type=chunk) - The increase in administrative expenses was mainly due to higher professional fees incurred after the company's shares were listed[46](index=46&type=chunk) - The increase in selling and distribution expenses was due to intensified marketing efforts during the period to achieve sales volume and revenue growth[47](index=47&type=chunk) Key Balance Sheet Data Comparison as of June 30, 2025, and December 31, 2024 | Indicator | June 30, 2025 (million HKD) | Dec 31, 2024 (million HKD) | Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 3.9 | 7.5 | Decrease | | Current Ratio | 1.1 times | 1.1 times | Flat | | Debt-to-Equity Ratio | 0.9 times | 0.9 times | Flat | | Bank Borrowings | 68.1 | 65.7 | Increase | | Property, Plant and Equipment | 61.4 | 52.3 | Increase | | Net Current Assets | 8.1 | 12.6 | Decrease | | Trade Receivables | 40.6 | 32.0 | Increase | | Trade Payables | 31.2 | 24.4 | Increase | - Bank borrowing interest rates ranged from **0.78% to 7.3%** in H1 2025 (2024: **4.5% to 8.7%**), with the weighted average effective interest rate decreasing from **6.7%** to **5.84%**[57](index=57&type=chunk)[248](index=248&type=chunk) - As of June 30, 2025, the Group had no pledged assets, no significant contingent liabilities, no material acquisitions or disposals of subsidiaries, associates, or joint ventures, and no significant investments[66](index=66&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) [Principal Risks and Uncertainties](index=14&type=section&id=2.4%20Principal%20Risks%20and%20Uncertainties) The Group faces market risks (foreign currency and interest rate), credit risk, and liquidity risk, which management addresses through monitoring and policies without currently using derivative instruments for hedging - The Group's financial instruments are exposed to market risks (foreign currency risk and interest rate risk), credit risk, and liquidity risk[77](index=77&type=chunk) - Most of the Group's revenue is denominated in USD and RMB, but some receivables/payables, bank balances, and borrowings are denominated in foreign currencies, posing foreign exchange fluctuation risk, with no current foreign exchange hedging policy[78](index=78&type=chunk)[79](index=79&type=chunk) - Floating interest rates on bank borrowings, overdrafts, and balances create interest rate risk, which management assesses as very low, with no current interest rate hedging policy[80](index=80&type=chunk)[81](index=81&type=chunk) - Credit risk primarily arises from trade and other receivables, which the Group mitigates through credit limits, approval, and monitoring procedures, holding no collateral[85](index=85&type=chunk)[86](index=86&type=chunk) - The Group manages liquidity risk by maintaining sufficient cash and cash equivalents[87](index=87&type=chunk) [Employees and Remuneration Policies](index=15&type=section&id=2.5%20Employees%20and%20Remuneration%20Policies) As of June 30, 2025, the Group employed **343 staff**, with remuneration policies linked to regulations, market conditions, and employee performance, subject to regular review for industry standard compliance Employee Count Changes | Date | Employee Count | | :--- | :--- | | June 30, 2025 | 343 | | Dec 31, 2024 | 312 | - Remuneration policies are based on duties, skills, expertise, experience, and market trends, with discretionary bonuses provided[89](index=89&type=chunk) [Use of Proceeds](index=16&type=section&id=2.6%20Use%20of%20Proceeds) The Group's net IPO proceeds of approximately **HK$31.35 million** were primarily allocated to enhance China capacity, global sales and marketing, R&D, and general working capital, with most funds utilized as planned by June 30, 2025, except for the ERP system upgrade portion - The total net proceeds from the listing were approximately **HK$31.35 million**[94](index=94&type=chunk) Planned Allocation and Actual Use of Net IPO Proceeds (as of June 30, 2025) | Purpose | Planned Allocation Percentage | Planned Allocation Amount (million HKD) | Amount Utilized (million HKD) | Amount Unutilized (million HKD) | Expected Timeframe for Full Utilization | | :--- | :--- | :--- | :--- | :--- | :--- | | Enhance China Capacity and Capabilities | 78.2% | 24.51 | 24.51 | – | N/A | | Strengthen Global Market Sales and Marketing | 6.2% | 1.95 | 1.95 | – | N/A | | Purchase ERP System and Upgrade Information Systems | 4.2% | 1.32 | – | 1.32 | Before Dec 31, 2025 | | Strengthen R&D and Materials Engineering Capabilities | 3.1% | 0.97 | 0.97 | – | N/A | | General Working Capital | 8.3% | 2.6 | 2.6 | – | N/A | | **Total** | **100%** | **31.35** | **30.03** | **1.32** | | - The unutilized net proceeds of **HK$1.32 million** are currently held as bank deposits, intended for ERP system upgrades[97](index=97&type=chunk)[98](index=98&type=chunk) [Interim Dividend](index=17&type=section&id=2.7%20Interim%20Dividend) The Board declared an interim dividend of **HK$0.006** per share for the six months ended June 30, 2025, totaling **HK$3,075,000**, payable on September 26, 2025 - The Board declared an interim dividend of **HK$0.006** per share for the six months ended June 30, 2025[99](index=99&type=chunk)[221](index=221&type=chunk) - The total interim dividend of **HK$3,075,000** will be paid on September 26, 2025[221](index=221&type=chunk) - For the six months ended June 30, 2025, no interim dividends were paid or declared (referring to within the reporting period)[219](index=219&type=chunk) [Corporate Governance Code](index=18&type=section&id=2.8%20Corporate%20Governance%20Code) The company maintains high corporate governance standards, complying with GEM Listing Rules Appendix C1 during the reporting period, with the exception of the Chairman and CEO being the same person (deviation from code provision C.2.1), an arrangement the Board deems in the Group's best interest - The company complied with the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, with one deviation: the Chairman and Chief Executive Officer are the same person (Mr. Tang Yuen Tao)[102](index=102&type=chunk)[103](index=103&type=chunk) - The Board believes Mr. Tang's dual role is in the Group's best interest, and the balance of power between the Board and management remains intact[103](index=103&type=chunk) [Competing Interests](index=18&type=section&id=2.9%20Competing%20Interests) During the reporting period, the Directors were unaware of any competing or potentially competing interests, or other conflicts of interest, between the Group's business and any Director, controlling shareholder, or their close associates - The Directors are unaware of any competing or potentially competing interests between the Group's business and any Director, controlling shareholder, or their close associates[104](index=104&type=chunk)[106](index=106&type=chunk) [Deed of Non-Competition](index=19&type=section&id=2.10%20Deed%20of%20Non-Competition) Controlling shareholders and executive directors entered into a non-competition deed on May 20, 2024, pledging not to directly or indirectly engage in businesses competing with the Group's existing operations (including backend semiconductor transfer media product design, development, manufacturing, sales, and MEMS and sensor packaging) from the listing date onwards - Controlling shareholders and executive directors entered into a deed of non-competition on May 20, 2024[107](index=107&type=chunk)[110](index=110&type=chunk) - They pledged not to directly or indirectly engage in businesses competing with the Group's existing operations (including backend semiconductor transfer media product design, development, manufacturing, sales, and MEMS and sensor packaging) from the listing date onwards[108](index=108&type=chunk)[111](index=111&type=chunk) [Code of Conduct for Securities Transactions by Directors](index=19&type=section&id=2.11%20Code%20of%20Conduct%20for%20Securities%20Transactions%20by%20Directors) The company adopted a code of conduct for directors' securities transactions, identical to GEM Listing Rules requirements, confirming all directors' compliance during the reporting period - The company adopted a code of conduct for directors' securities transactions identical to the standard set out in Rules 5.48 to 5.67 of the GEM Listing Rules[109](index=109&type=chunk)[112](index=112&type=chunk) - All Directors complied with the code of conduct during the reporting period, and the company found no instances of non-compliance[109](index=109&type=chunk)[112](index=112&type=chunk) [Other Information](index=20&type=section&id=Other%20Information) [Directors' and Chief Executives' Interests and Short Positions in Shares](index=20&type=section&id=3.1%20Directors'%20and%20Chief%20Executives'%20Interests%20and%20Short%20Positions%20in%20Shares) As of June 30, 2025, Directors and chief executives held interests in the company's shares, underlying shares, and debentures, with Mr. Tang Yuen Tao holding significant interests through controlled corporations and parties acting in concert, alongside certain share options Directors' and Chief Executives' Share Interests as of June 30, 2025 | Director Name | Capacity/Nature of Interest | Number of Shares Held (L) | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Tang Yuen Tao | Interest in Controlled Corporation | 193,125,000 | 37.68% | | | Interest of Person Acting in Concert | 157,500,000 | 30.73% | | | Beneficial Owner of Share Options | 500,000 | 0.1% | | Mr. Chan Kai Leung | Beneficial Owner of Share Options | 400,000 | 0.07% | | Mr. Shek Kam Bun | Beneficial Owner of Share Options | 400,000 | 0.07% | | Mr. Tam Ming Wah | Beneficial Owner of Share Options | 400,000 | 0.07% | | Mr. Wong Tsz Lun | Beneficial Owner of Share Options | 100,000 | 0.02% | | Mr. Chan Oi Fat | Beneficial Owner of Share Options | 100,000 | 0.02% | | Ms. Ma Suk Lin | Beneficial Owner of Share Options | 100,000 | 0.02% | | Mr. Wong Lok Man | Beneficial Owner of Share Options | 100,000 | 0.02% | - Mr. Tang Yuen Tao wholly owns **193,125,000** shares through Sino Success and is deemed to have an interest in **157,500,000** shares held by Busy Trade under the concert party agreement[115](index=115&type=chunk)[116](index=116&type=chunk)[126](index=126&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=22&type=section&id=3.2%20Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) During the reporting period, neither the company nor any of its subsidiaries granted any rights or options to Directors or their associates to acquire shares or debentures - During the reporting period, neither the company nor any of its subsidiaries granted any rights or options to Directors or their associates to acquire shares or debentures[118](index=118&type=chunk)[120](index=120&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares](index=22&type=section&id=3.3%20Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20Shares) As of June 30, 2025, Sino Success and Busy Trade were substantial shareholders, holding significant equity interests through direct ownership and concert party agreements, with Deng family members and their spouses also holding notable interests via controlled corporations and concert party agreements Substantial Shareholders' and Other Persons' Share Interests as of June 30, 2025 | Name | Nature of Interest | Number of Shares Held (L) | Shareholding Percentage | | :--- | :--- | :--- | :--- | | Sino Success Ventures Limited | Beneficial Owner | 193,125,000 | 37.68% | | | Interest of Person Acting in Concert | 157,500,000 | 30.73% | | Busy Trade Limited | Beneficial Owner | 157,500,000 | 30.73% | | | Interest of Person Acting in Concert | 193,125,000 | 37.68% | | Mr. Deng Ming | Interest in Controlled Corporation | 157,500,000 | 30.73% | | | Interest of Person Acting in Concert | 193,125,000 | 37.68% | | Mr. Deng Ze Liang | Interest of Person Acting in Concert | 350,625,000 | 68.41% | | Mr. Deng Ze Min | Interest of Person Acting in Concert | 350,625,000 | 68.41% | | Ms. Deng Hui Ling | Interest of Person Acting in Concert | 350,625,000 | 68.41% | | Ms. Wong Mei Yee (Spouse of Mr. Deng Ming) | Spouse's Interest | 359,505,000 | 70.14% | | Ms. Wong Ching Wah (Spouse of Mr. Deng Ze Liang) | Spouse's Interest | 359,505,000 | 70.14% | | Ms. Wong Pik Kwan (Spouse of Mr. Deng Ze Min) | Spouse's Interest | 359,505,000 | 70.14% | | Mr. Cheng Dao Yin (Spouse of Ms. Deng Hui Ling) | Spouse's Interest | 359,505,000 | 70.14% | - Sino Success is wholly owned by Mr. Tang Yuen Tao, while Busy Trade is owned by members of the Deng family[126](index=126&type=chunk) - Under the concert party agreement, Sino Success, Mr. Tang, Busy Trade, Mr. Deng Ming, Mr. Deng Ze Liang, Mr. Deng Ze Min, and Ms. Deng Hui Ling are deemed to have interests in each other's shares[126](index=126&type=chunk) [Share Option Scheme](index=25&type=section&id=3.4%20Share%20Option%20Scheme) The 2024 Share Option Scheme, adopted on May 20, 2024, aims to incentivize directors, eligible employees, and service providers; as of June 30, 2025, **5,150,000** share options were granted, with no exercises, cancellations, or lapses during the reporting period - The 2024 Share Option Scheme was adopted on May 20, 2024, to incentivize directors, eligible employees, and service providers[128](index=128&type=chunk)[132](index=132&type=chunk)[252](index=252&type=chunk) - As of June 30, 2025, the total number of issued shares was **512,500,000**, with a maximum of **51,250,000** shares (representing **10%** of issued shares) available for grant under the Share Option Scheme[129](index=129&type=chunk)[132](index=132&type=chunk)[253](index=253&type=chunk) - The exercise price of share options is determined by the Board, not less than the higher of the closing price on the grant date, the average closing price for the preceding five trading days, and the nominal value of the shares[130](index=130&type=chunk)[132](index=132&type=chunk)[254](index=254&type=chunk) Summary of Share Options Granted Under 2024 Scheme (as of June 30, 2025) | Participant Category | Grant Date | Exercise Price Per Share (HKD) | Exercise Period | Vesting Date/Period | Outstanding as of Jan 1, 2025 | Granted During Period | Exercised During Period | Cancelled During Period | Lapsed During Period | Outstanding as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Directors | Dec 31, 2024 | 0.1796 | Jan 2, 2025-Dec 31, 2026 | Jan 2, 2025 | 2,100,000 | N/A | N/A | N/A | N/A | 2,100,000 | | Employees | Dec 31, 2024 | 0.1796 | Jan 2, 2025-Dec 31, 2026 | Jan 2, 2025 | 2,075,000 | N/A | N/A | N/A | N/A | 2,075,000 | | Service Providers | Dec 31, 2024 | 0.1796 | Jan 1, 2026-Dec 31, 2026 | Jan 1, 2026 | 975,000 | N/A | N/A | N/A | N/A | 975,000 | | **Total** | | | | | **5,150,000** | **–** | **–** | **–** | **–** | **5,150,000** | - As of June 30, 2025, a total of **4,175,000** share options were exercisable[257](index=257&type=chunk) - The fair value of share options was calculated using a binomial option pricing model, with a 2-year option life, **HK$0.1796** exercise price, **3.39%** risk-free interest rate, and **101.29%** expected volatility[260](index=260&type=chunk)[261](index=261&type=chunk) - During the reporting period, no share options were granted, exercised, cancelled, or lapsed under the 2024 Scheme[140](index=140&type=chunk)[141](index=141&type=chunk)[257](index=257&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=28&type=section&id=3.5%20Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any listed securities - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any listed securities[142](index=142&type=chunk)[146](index=146&type=chunk) [Significant Events After the Reporting Period](index=28&type=section&id=3.6%20Significant%20Events%20After%20the%20Reporting%20Period) As of the report date, no other significant events affecting the Group occurred after June 30, 2025 - As of the report date, no other significant events affecting the Group occurred after June 30, 2025[143](index=143&type=chunk)[147](index=147&type=chunk) [Audit Committee and Review of Interim Results](index=28&type=section&id=3.7%20Audit%20Committee%20and%20Review%20of%20Interim%20Results) The Audit Committee, comprising three independent non-executive directors, reviewed the Group's unaudited condensed interim results, confirming compliance with applicable accounting standards, GEM Listing Rules, and other legal requirements, with external auditor Moore CPA Limited also reviewing the financial statements and finding no material discrepancies - The Audit Committee comprises three independent non-executive directors, with Mr. Chan Oi Fat as Chairman[144](index=144&type=chunk)[148](index=148&type=chunk) - The Audit Committee reviewed the Group's unaudited condensed interim results, deeming them compliant with applicable accounting standards, GEM Listing Rules, and other legal requirements, with full disclosure[150](index=150&type=chunk)[151](index=151&type=chunk) - External auditor Moore CPA Limited reviewed the financial statements and found no material non-compliance with International Financial Reporting Standards[149](index=149&type=chunk)[151](index=151&type=chunk) [Report on Review of Condensed Consolidated Financial Statements](index=30&type=section&id=Report%20on%20Review%20of%20Condensed%20Consolidated%20Financial%20Statements) [Introduction](index=30&type=section&id=4.1%20Introduction) Moore CPA Limited was engaged to review Ubot Holdings Limited's condensed consolidated financial statements for the six months ended June 30, 2025, prepared by the company's directors in accordance with IAS 34 - Moore CPA Limited was engaged to review the Group's condensed consolidated financial statements for the six months ended June 30, 2025[153](index=153&type=chunk)[154](index=154&type=chunk) - The financial statements were prepared by the company's directors in accordance with IAS 34[153](index=153&type=chunk)[154](index=154&type=chunk) [Scope of Review](index=31&type=section&id=4.2%20Scope%20of%20Review) The review, conducted under Hong Kong Standard on Review Engagements 2410, involved inquiries and analytical procedures, with a scope narrower than an audit, thus no audit opinion is expressed - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, with a scope narrower than an audit, thus no audit opinion is expressed[155](index=155&type=chunk)[157](index=157&type=chunk) [Conclusion](index=31&type=section&id=4.3%20Conclusion) Based on the review, Moore CPA Limited found no matters suggesting the condensed consolidated financial statements were not prepared, in all material respects, in accordance with IAS 34 - The auditor found no matters suggesting the condensed consolidated financial statements were not prepared, in all material respects, in accordance with IAS 34[156](index=156&type=chunk)[158](index=158&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=32&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group achieved **HK$90.4 million** in revenue, **HK$33.2 million** in gross profit, and a **HK$5.3 million** profit for the period, a significant turnaround from a **HK$9.5 million** loss in the prior year Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (for the six months ended June 30, 2025) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 90,412 | 79,612 | | Cost of Sales | (57,251) | (51,676) | | Gross Profit | 33,161 | 27,936 | | Other Income | 221 | 27 | | Other Gains and Losses | 2,591 | 595 | | Administrative Expenses | (15,944) | (13,943) | | Selling and Distribution Expenses | (10,479) | (10,023) | | Research and Development Expenses | (1,900) | (1,827) | | Finance Costs | (2,343) | (2,300) | | Profit Before Listing Expenses | 5,352 | 535 | | Listing Expenses | – | (8,363) | | Profit (Loss) Before Taxation | 5,352 | (7,828) | | Income Tax Expense | (82) | (1,633) | | **Profit (Loss) for the Period Attributable to Owners of the Company** | **5,270** | **(9,461)** | | Other Comprehensive Expenses for the Period | (543) | (1,453) | | **Total Comprehensive Income (Expense) for the Period Attributable to Owners of the Company** | **4,727** | **(10,914)** | | Basic and Diluted Earnings (Loss) Per Share (HK cents) | 1.03 | (2.4) | [Condensed Consolidated Financial Position](index=32&type=section&id=Condensed%20Consolidated%20Financial%20Position) As of June 30, 2025, the Group's total assets less current liabilities were **HK$88.1 million**, with net assets of **HK$78.9 million**; non-current assets like property, plant, and equipment and right-of-use assets increased, while current assets such as cash and cash equivalents decreased Condensed Consolidated Financial Position (as of June 30, 2025) | Indicator | June 30, 2025 (thousand HKD) | Dec 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | **Non-current Assets** | | | | Property, Plant and Equipment | 61,352 | 52,324 | | Right-of-use Assets | 12,471 | 10,843 | | Deferred Tax Assets | 746 | 774 | | Deposits and Prepayments | 5,447 | 5,911 | | **Total Non-current Assets** | **80,016** | **69,852** | | **Current Assets** | | | | Inventories | 61,407 | 60,375 | | Trade and Other Receivables, Deposits and Prepayments | 53,581 | 42,787 | | Financial Assets at Fair Value Through Profit or Loss | 14,675 | 14,323 | | Cash and Cash Equivalents | 3,876 | 7,541 | | **Total Current Assets** | **133,539** | **125,026** | | **Current Liabilities** | | | | Trade and Other Payables | 51,044 | 41,749 | | Contract Liabilities | 293 | 19 | | Provision for Income Tax | 20 | 45 | | Lease Liabilities | 6,040 | 4,905 | | Bank Borrowings | 68,072 | 65,703 | | **Total Current Liabilities** | **125,469** | **112,421** | | **Net Current Assets** | **8,070** | **12,605** | | **Total Assets Less Current Liabilities** | **88,086** | **82,457** | | **Non-current Liabilities** | | | | Lease Liabilities | 8,951 | 8,453 | | Deferred Tax Liabilities | 137 | 137 | | Other Payables | 88 | 81 | | **Total Non-current Liabilities** | **9,176** | **8,671** | | **Net Assets** | **78,910** | **73,786** | | **Total Equity** | **78,910** | **73,786** | [Condensed Consolidated Statement of Changes in Equity](index=35&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, the Group's total equity increased from **HK$73.8 million** on January 1, 2025, to **HK$78.9 million**, primarily due to a **HK$5.3 million** profit for the period and **HK$397 thousand** in share-based payment recognition, partially offset by a decrease in exchange differences Condensed Consolidated Statement of Changes in Equity (for the six months ended June 30, 2025) | Indicator | Share Capital (thousand HKD) | Share Premium (thousand HKD) | Other Reserves (thousand HKD) | Translation Reserve (thousand HKD) | Share Option Reserve (thousand HKD) | Retained Profits (thousand HKD) | Total (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Jan 1, 2025 (Audited) | 512 | 53,994 | 15,788 | 1,409 | – | 2,083 | 73,786 | | Profit for the Period | – | – | – | – | – | 5,270 | 5,270 | | Other Comprehensive Expenses for the Period | – | – | – | (543) | – | – | (543) | | Equity-settled Share-based Payment Recognized | – | – | – | – | 394 | 3 | 397 | | **June 30, 2025 (Unaudited)** | **512** | **53,994** | **15,788** | **866** | **394** | **7,356** | **78,910** | [Condensed Consolidated Statement of Cash Flows](index=36&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, the Group generated **HK$10.0 million** net cash from operating activities, used **HK$10.8 million** in investing activities, and **HK$2.9 million** in financing activities, resulting in a net decrease of **HK$3.7 million** in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (for the six months ended June 30, 2025) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Net Cash Generated from Operations | 10,101 | 3,051 | | Income Tax Paid | (59) | (10,700) | | **Net Cash From (Used In) Operating Activities** | **10,042** | **(7,649)** | | Purchase of Property, Plant and Equipment | (10,042) | (8,778) | | Deposits Paid for Purchase of Property, Plant and Equipment | (750) | (1,227) | | Interest Received | 2 | 8 | | **Net Cash Used In Investing Activities** | **(10,790)** | **(4,137)** | | Repayment of Bank Borrowings | (120,941) | (131,338) | | Repayment of Lease Liabilities | (3,029) | (3,724) | | Interest Paid | (1,938) | (1,810) | | New Bank Borrowings Raised | 122,970 | 134,616 | | Dividends Paid | – | (13,000) | | Issue Costs Paid | – | (9,142) | | Proceeds from Issue of Shares | – | 68,750 | | **Net Cash From (Used In) Financing Activities** | **(2,938)** | **44,352** | | **Net (Decrease) Increase in Cash and Cash Equivalents** | **(3,686)** | **32,566** | | Effect of Exchange Rate Changes | 21 | (8) | | Cash and Cash Equivalents at Beginning of Period | 7,541 | 1,073 | | **Cash and Cash Equivalents at End of Period** | **3,876** | **33,631** | [Notes to the Condensed Consolidated Financial Statements](index=38&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [General Information](index=38&type=section&id=9.1%20General%20Information) Ubot Holdings Limited was incorporated in the Cayman Islands on February 7, 2022, and listed on GEM on June 3, 2024; jointly controlled by Sino Success and Busy Trade, it primarily engages in R&D, manufacturing, and sales of backend semiconductor transfer media and MEMS/sensor packaging, with financial statements presented in HKD - The company was incorporated in the Cayman Islands on February 7, 2022, and listed on GEM on June 3, 2024[170](index=170&type=chunk)[174](index=174&type=chunk) - The company is jointly controlled by Sino Success and Busy Trade, with its principal business being the R&D, manufacturing, and sale of backend semiconductor transfer media and MEMS/sensor packaging[171](index=171&type=chunk)[172](index=172&type=chunk)[174](index=174&type=chunk) - The condensed consolidated financial statements are presented in HKD, not the company's functional currency, USD[173](index=173&type=chunk)[174](index=174&type=chunk) [Group Reorganisation and Basis of Preparation](index=39&type=section&id=9.2%20Group%20Reorganisation%20and%20Basis%20of%20Preparation) The condensed consolidated financial statements are prepared in accordance with IAS 34 and GEM Listing Rules, and should be read in conjunction with the Group's annual financial statements for the year ended December 31, 2024 - The financial statements are prepared in accordance with IAS 34 and the GEM Listing Rules[175](index=175&type=chunk)[179](index=179&type=chunk) - The financial statements should be read in conjunction with the Group's annual financial statements for the year ended December 31, 2024[176](index=176&type=chunk)[179](index=179&type=chunk) [Accounting Policies](index=39&type=section&id=9.3%20Accounting%20Policies) The condensed consolidated financial statements are prepared under the historical cost convention, except for financial assets at fair value through profit or loss; amendments to IFRS accounting standards, such as IAS 21 'Lack of Exchangeability,' were first applied this period with no significant impact on financial position or performance - The financial statements are prepared under the historical cost convention, except for financial assets at fair value through profit or loss[177](index=177&type=chunk)[180](index=180&type=chunk) - Amendments to IFRS accounting standards, such as IAS 21 'Lack of Exchangeability,' were first applied this period with no significant impact[178](index=178&type=chunk)[181](index=181&type=chunk) [Revenue and Segment Information](index=40&type=section&id=9.4%20Revenue%20and%20Segment%20Information) The Group's revenue primarily derives from backend semiconductor transfer media products, totaling **HK$90.4 million** in H1 2025, with Southeast Asia, China, and Taiwan as key markets; the Group reports two segments: backend semiconductor transfer media and MEMS/sensor packaging H1 2025 Revenue by Product Category | Goods Category | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Sales of Trays and Tray-related Products | 87,513 | 73,535 | | Sales of Carrier Tapes | 1,740 | 539 | | Sales of MEMS and Sensor Packaging | 1,159 | 5,538 | | **Total** | **90,412** | **79,612** | H1 2025 Revenue by Geographical Market | Geographical Market | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Southeast Asia | 28,827 | 25,995 | | China | 27,968 | 23,056 | | Taiwan | 19,276 | 16,006 | | USA | 8,414 | 3,430 | | Europe | 637 | 1,930 | | Hong Kong, Korea and Japan | 5,290 | 9,195 | | **Total** | **90,412** | **79,612** | - Revenue is recognized when control of goods is transferred to the customer, typically upon delivery to the specified location[184](index=184&type=chunk) - The Group's reportable segments are backend semiconductor transfer media and MEMS and sensor packaging[187](index=187&type=chunk) H1 2025 Segment Revenue and Profit | Segment | External Sales (thousand HKD) | Segment Profit (thousand HKD) | | :--- | :--- | :--- | | Backend Semiconductor Transfer Media | 89,253 | 17,765 | | MEMS and Sensor Packaging | 1,159 | (248) | | **Consolidated** | **90,412** | **17,516** | H1 2025 Geographical Distribution of Non-Current Assets | Region | June 30, 2025 (thousand HKD) | Dec 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Hong Kong | 3,352 | 3,760 | | China (excluding Hong Kong) | 68,952 | 64,106 | | Southeast Asia | 3 | 4 | | USA | 3 | 4 | | Philippines | 5,460 | – | | **Total** | **77,770** | **67,874** | H1 2025 Major Customer Revenue Contribution | Customer | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Customer I (Backend Semiconductor Transfer Media & MEMS) | 17,168 | 13,794 | | Customer II (Backend Semiconductor Transfer Media) | –* | 8,234 | | Customer III (Backend Semiconductor Transfer Media) | 9,151 | –* | [Other Income](index=48&type=section&id=9.5%20Other%20Income) In H1 2025, the Group's other income totaled **HK$221 thousand**, primarily comprising government grants, interest income, and miscellaneous income Other Income (for the six months ended June 30, 2025) | Category | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Government Grants | 18 | – | | Interest Income | 2 | 8 | | Miscellaneous Income | 201 | 19 | | **Total** | **221** | **27** | [Other Gains and Losses](index=48&type=section&id=9.6%20Other%20Gains%20and%20Losses) In H1 2025, the Group recorded net other gains and losses of **HK$2,591 thousand**, mainly from net exchange gains and fair value changes of financial assets at fair value through profit or loss Other Gains and Losses (for the six months ended June 30, 2025) | Category | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Net Exchange Gains | 2,438 | 367 | | Fair Value Change of Financial Assets at Fair Value Through Profit or Loss | 191 | 228 | | Loss on Disposal of Property, Plant and Equipment | (38) | – | | **Total** | **2,591** | **595** | [Finance Costs](index=49&type=section&id=9.7%20Finance%20Costs) In H1 2025, the Group's finance costs totaled **HK$2,343 thousand**, primarily consisting of interest on bank borrowings, overdrafts, and lease liabilities Finance Costs (for the six months ended June 30, 2025) | Category | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest on Bank Borrowings and Overdrafts | 1,938 | 1,810 | | Interest on Lease Liabilities | 405 | 490 | | **Total** | **2,343** | **2,300** | [Profit (Loss) Before Taxation](index=50&type=section&id=9.8%20Profit%20(Loss)%20Before%20Taxation) In H1 2025, the Group achieved a profit before taxation of **HK$5,352 thousand**, reversing a **HK$7,828 thousand** loss in the prior period, with key expenses including depreciation, staff costs, inventory costs, and legal and professional fees Key Deductions from Profit (Loss) Before Taxation (for the six months ended June 30, 2025) | Category | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Auditor's Remuneration | 200 | 200 | | Depreciation of Property, Plant and Equipment | 3,995 | 3,386 | | Depreciation of Right-of-Use Assets | 2,550 | 3,378 | | **Total Depreciation** | **6,545** | **6,764** | | Directors' Remuneration | 4,095 | 3,528 | | Other Employee Costs (Salaries, Benefits, Pension, Share-based Payment) | 29,689 | 32,584 | | **Total Employee Costs** | **33,784** | **36,112** | | Cost of Inventories Recognized | 57,251 | 51,676 | | Listing Expenses | – | 8,363 | | Legal and Professional Fees | 2,646 | 1,454 | - Of the other employee costs for the six months ended June 30, 2025, **HK$15,115 thousand** was capitalized as inventory costs[213](index=213&type=chunk)[215](index=215&type=chunk) [Income Tax Expense](index=51&type=section&id=9.9%20Income%20Tax%20Expense) In H1 2025, the Group's income tax expense was **HK$82 thousand**, significantly lower than **HK$1,633 thousand** in the prior period, primarily comprising PRC enterprise income tax and Singapore corporate income tax Income Tax Expense (for

2025 中期報告 2025 INTERIM REPORT 目錄 2025 02 公司資料 04 管理層討論與分析 16 董事及最高行政人員於股份、相關股份及債券中之權益及淡倉 17 股份獎勵計劃 19 董事資料變動 20 主要股東於股份及相關股份中之權益及淡倉 22 購買本公司證券之權利 23 企業管治 24 董事進行證券交易之標準守則 24 根據上市規則的持續披露責任 24 其他資料 25 簡明綜合損益表 27 簡明綜合全面收益表 28 簡明綜合財務狀況表 30 簡明綜合權益變動表 32 簡明綜合現金流量表 34 簡明綜合財務報表附註 63 中期財務資料之審閱報告 公司資料 董事會 執行董事 李峰 （行政總裁） 解放 （風險總監） 曹建梅（於二零二五年五月九日辭任） 非執行董事 黃金源 （主席） 孫皓舒（於二零二五年五月九日獲委任） 獨立非執行董事 鄭大雙（於二零二五年一月二十一日 獲指定為首席獨立非執行董事） 高明東 孫俊辰 王加威 審核委員會 主要往來銀行 中國銀行（香港）有限公司 中國建設銀行股份有限公司 招商銀行香港分行 中國民生銀行香港分行 創興銀行有限公司 招商永隆銀行有限公司 興業銀行香港分 ...