2025 中期報告 2025 INTERIM REPORT (Incorporated in Bermuda with limited liability) (Stock Code : 1180) INTERIM REPORT 2025 中期報告 目 錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 管理層討論及分析 | 3 | | 企業管治及其他資料 | 14 | | 簡明綜合財務報表審閱報告 | 19 | | 簡明綜合損益表 | 20 | | 簡明綜合損益及其他全面收益表 | 21 | | 簡明綜合財務狀況表 | 22 | | 簡明綜合權益變動表 | 24 | | 簡明綜合現金流量表 | 25 | | 簡明綜合財務報表附註 | 26 | | 釋義 | 43 | 公司資料 註冊成立地點 百慕達 董事會 執行董事 陳捷博士（主席兼董事總經理） （亦為單世勇先生的替任董事） 單世勇先生 張建軍先生 （於二零二五年三月二十七日辭任） 獨立非執行董事 李宗揚先生 鄧喬心女士 廖家瑩博士 審核委員會 李宗揚先生 （主席） 鄧喬心女士 廖家瑩博士 薪酬委員會 李宗揚先生 （主席） 陳捷博士 ...

Financial Performance - Revenue for the six months ended June 30, 2025, was HKD 204.3 million, a slight increase from HKD 203.5 million in 2024, representing a growth of 0.4%[9] - Operating profit before fair value changes of investment properties was HKD 103.7 million, up from HKD 96.9 million in 2024, indicating a growth of 7.5%[9] - The group reported a loss attributable to shareholders of HKD 159,400,000, compared to a loss of HKD 72,000,000 in 2024, equating to a basic loss per share of HKD 0.265[51] - The company reported a loss of HKD 159,388,000 for the period, compared to a loss of HKD 72,046,000 in the previous year, indicating an increase in losses of 121.5%[106] - The company’s basic and diluted loss per share was HKD 26.5, compared to HKD 12.0 in the previous year, indicating a worsening of 120.8%[106] Asset and Equity Information - The net asset value attributable to shareholders as of June 30, 2025, was HKD 8.04 billion, with a net asset value per share of HKD 13.4[9] - As of June 30, 2025, the group's total assets in Hong Kong were valued at HKD 4,277.0 million, down from HKD 4,451.4 million at the end of 2024[52] - Total assets as of June 30, 2025, were HKD 9,318,864,000, a decrease from HKD 9,698,472,000 at the end of 2024, representing a decline of 3.9%[109] - As of June 30, 2025, total equity decreased to HKD 3,886,181,000 from HKD 3,923,454,000 as of December 31, 2024, reflecting a decline of approximately 0.95%[110] Investment Properties - The investment property at 1 Shouson Hill Road has a total floor area of approximately 22,000 square feet and is fully owned[24] - The property at 33 Old Broad Street in London has a net internal area of 191,165 square feet and is fully owned[32] - The total value of investment properties for the subsidiary in the UK was HKD 4,010,700,000 as of June 30, 2025, an increase from HKD 3,683,400,000 as of December 31, 2024[73] - The fair value change of investment properties resulted in a loss of HKD 102,665,000, with no such loss reported in the previous year[106] - The property investment segment reported external revenue of HKD 108,296,000, while the hotel operations segment generated HKD 82,165,000 in revenue for the six months ended June 30, 2025[122] Dividends and Share Information - The company declared an interim dividend of HKD 0.02 per share[9] - The board declared an interim dividend of HKD 0.02 per share for the six months ending June 30, 2025, consistent with the previous year[53] - The company declared dividends amounting to HKD 18,064,000 during the period[111] - As of June 30, 2025, the total issued shares of the company amounted to 602,122,726, with significant shareholdings by directors, including 446,392,255 shares held by director 呂榮梓, representing 74.14% of the issued capital[86] Financial Strategy and Market Outlook - The company is focusing on expanding its property portfolio in both Hong Kong and London, targeting high-value residential and commercial developments[9] - The strategic plan includes potential acquisitions to enhance the company's market position and asset base[9] - The company remains confident in Hong Kong's resilience and growth potential despite ongoing geopolitical tensions and trade uncertainties, aiming to seize optimal opportunities in a dynamic market[81] - The company has implemented appropriate economic stimulus measures in response to the geopolitical tensions and trade uncertainties affecting growth[77] Cash Flow and Financing - The net cash generated from operating activities was HKD 118,877,000, a decrease of 50.5% compared to HKD 239,618,000 for the same period in 2024[115] - The net cash used in investing activities was HKD 154,686,000, a significant decline from the net cash generated of HKD 358,512,000 in the previous year[115] - The financing activities resulted in a net cash outflow of HKD 632,558,000, compared to HKD 780,494,000 in the prior period, indicating a reduction of 19%[115] - The group has a committed revolving credit facility of approximately HKD 1 billion from seven well-known financial institutions, ensuring liquidity for future business development[69] Economic and Market Conditions - The global economic growth is projected to slow from 3.3% in 2024 to 2.8% in 2025, according to the International Monetary Fund[76] - China's economy grew by 5.2% in Q2 2025, slightly down from 5.4% in Q1, but still above market expectations[77] - The Hong Kong real estate market continues to face challenges, with slow recovery in property prices reflecting weak consumer sentiment[78] Corporate Governance - The company has implemented corporate governance principles in accordance with the listing rules, ensuring compliance and enhancing performance[83] - The board is responsible for maintaining effective risk management and internal control systems to protect shareholder interests and company assets[84] - The company emphasizes adherence to the Corporate Governance Code and the Listing Rules[177] - The company has established various committees, including the Audit Committee and the Remuneration Committee, to ensure effective governance[178]

INTERIM REPORT 中期報告 2025 (Incorporated in the Cayman Islands with limited liability) Stock Code ֵ֭༪: 813 (ᄕફืྊًॻԛվરᄱؽ۬( 目錄 2 公司資料 3 主席報告 6 管理層討論與分析 14 企業管治及其他資料 24 中期簡明綜合損益及其他全面收入報表 26 中期簡明綜合財務狀況表 28 中期簡明綜合權益變動表 30 中期簡明綜合現金流量表 31 中期簡明綜合財務報表附註 世茂集團控股有限公司 2025年中期報告 公司 資料 董事會 執行董事 許世壇 （主席及總裁） 謝琨 趙軍 非執行董事 許薇薇 邵亮 獨立非執行董事 呂紅兵 林清錦 馮子華 審核委員會 馮子華 （委員會主席） 呂紅兵 林清錦 薪酬委員會 呂紅兵 （委員會主席） 林清錦 馮子華 提名委員會 林清錦 （委員會主席） 呂紅兵 馮子華 許薇薇 公司秘書 林綺薇 核數師 中匯安達會計師事務所有限公司 香港主要營業地點 香港 金鐘道89號 力寶中心 第一座38樓 電話： (852) 2511 9968 傳真： (852) 2511 0287 網 ...

Financial Performance - Total revenue increased by approximately 6.4% to about RMB 299.0 million, compared to RMB 280.9 million in the previous period[9] - Gross profit rose by approximately 3.9% to about RMB 60.6 million, with a gross margin decreasing to 20.3% from 20.8% in the previous period[9] - Profit attributable to owners increased by approximately 52.9% to about RMB 7.8 million, compared to RMB 5.1 million in the previous period[9] - Revenue for the six months ended June 30, 2025, was RMB 298,976 thousand, representing an increase of 6.4% compared to RMB 280,898 thousand in 2024[60] - Gross profit for the same period was RMB 60,569 thousand, up from RMB 58,345 thousand, reflecting a gross margin improvement[60] - Net profit for the period increased to RMB 7,838 thousand, compared to RMB 5,129 thousand in 2024, marking a growth of 53.0%[60] Revenue Breakdown - Revenue from data communication cable sales decreased by approximately 3.7% to about RMB 163.4 million, while revenue from fiber optic and optical cables increased by approximately 25.2% to about RMB 77.5 million[10] - The group's revenue increased by approximately 6.4% from about RMB 280.9 million to approximately RMB 299.0 million, with fiber and cable sales rising by about 25.2% to RMB 77.5 million[17] Expenses and Costs - Administrative expenses increased by approximately 20.0% to about RMB 23.8 million, primarily due to higher R&D expenditures[20] - Research and development expenses for the six months ended June 30, 2025, were RMB 8,379,000, up from RMB 3,343,000 in the same period of 2024, marking an increase of about 150%[77] - The company incurred financing costs of RMB 9,069,000 for the six months ended June 30, 2025, slightly down from RMB 9,690,000 in the same period of 2024, a decrease of approximately 6.4%[76] Cash Flow and Liquidity - Cash and cash equivalents decreased by approximately 31.4% to about RMB 34.9 million as of June 30, 2025, compared to RMB 50.9 million on December 31, 2024[25] - Operating cash flow for the six months was negative at RMB (48,728) thousand, compared to a positive RMB 15,208 thousand in 2024[66] - The total cash and cash equivalents at the end of the period decreased to RMB 18,192,000 from RMB 37,188,000 at the end of June 30, 2024, showing a decline of approximately 51%[67] Debt and Borrowings - Bank and other borrowings increased to approximately RMB 358.5 million from RMB 311.9 million, with about RMB 261.5 million due within one year[26] - The debt-to-equity ratio as of June 30, 2025, was approximately 0.96, up from 0.93 on December 31, 2024[27] - The total bank and other borrowings amounted to RMB 358.474 million as of June 30, 2025, compared to RMB 311.943 million at the end of 2024[93] Trade Receivables - Trade receivables from the two largest customers amounted to approximately RMB 224.14 million, representing about 39.8% of total trade receivables[31] - The total trade receivables increased to RMB 541.622 million as of June 30, 2025, from RMB 506.329 million as of December 31, 2024[93] - The company recorded a net trade receivables amount of RMB 541,622,000 after deducting impairment losses, compared to RMB 506,329,000 at the end of 2024, showing an increase of about 6.9%[84] Corporate Governance - The board does not recommend the payment of an interim dividend for the period, consistent with the previous period[9] - The company has adopted the corporate governance code as per the listing rules, ensuring compliance with applicable provisions[50] - The roles of the chairman and the CEO are held by the same individual, which deviates from the corporate governance code, but the board believes this arrangement serves the best interests of the company[51] Risk Management - The group expects to continue monitoring interest rate risks and may consider hedging against significant rate fluctuations[29] - The group manages liquidity risk through maintaining sufficient reserves and bank financing[34] - The group has established a suitable liquidity risk management framework to manage short-term, medium-term, and long-term funding requirements[105] Future Plans and Developments - The company is initiating the construction of "industrial automation intelligent control cables" to meet the demands of China's Industry 4.0 smart manufacturing[15] - The group plans to focus on 5G-A/6G technologies and industrial internet, aiming to enhance core competitiveness through global supply chain integration[16] - The group plans to complete the second phase of the new non-dispersion single-mode fiber project, significantly increasing production capacity[15] Employee and Shareholder Information - The group has 456 employees as of June 30, 2025, with employee costs amounting to approximately RMB 24.2 million during the period[37] - Major shareholders include Arcenciel Capital and Point Stone Capital, holding approximately 37.13% and 32.63% of shares, respectively[42] Compliance and Audit - The auditor's appointment was approved at the annual general meeting held on June 18, 2025, ensuring continued oversight of financial reporting[56] - The company maintained compliance with relevant laws and regulations during the reporting period[57]

Financial Performance - Revenue for the six months ended June 30, 2025, reached RMB 1,459,013, representing a 28.2% increase from RMB 1,137,694 in 2024[13]. - Gross profit increased by 34.7% to RMB 719,788, with a gross profit margin of 49.3%, up from 47.0% in the previous year[13]. - Net profit for the period was RMB 170,772, a 35.5% increase from RMB 126,067 in 2024[13]. - Adjusted net profit rose by 37.8% to RMB 190,593, compared to RMB 138,332 in the same period last year[13]. - Basic and diluted earnings per share increased by 36.0% to RMB 0.68, up from RMB 0.50 in 2024[13]. - The financial summary indicates a strong operational performance, with significant growth in both revenue and profit metrics[13]. - Cash flow from operating activities reached RMB 410 million, expanding 84.4% year-over-year, with total cash and cash-like items growing to RMB 2 billion, a net increase of 27.5%[42]. - The Group's net cash generated from operating activities increased from RMB 222 million in the first half of 2024 to RMB 410 million in the first half of 2025, representing a year-over-year increase of 84.4%[118]. - Adjusted net profit margin improved from 12.2% in the first half of 2024 to 13.1% in the first half of 2025[111]. Client Engagement - The number of client visits to direct stores increased by 47.8% to 918,069 in the six months ended June 30, 2025, compared to 621,136 in the same period of 2024[13]. - The number of active members of direct stores rose by 46.5% to 118,932, up from 81,188 year-on-year[13]. - Client visits at direct stores reached 920,000, up 47.8% year-over-year, while active members surged by 46.5% to 120,000[40]. - The number of client visits at direct stores for beauty and wellness services surged to 850,000, up 48.6% year-over-year[52]. - Active members of direct beauty and wellness stores increased to 112,000, reflecting a growth of 45.7% year-over-year[52]. - The number of client visits at direct stores for subhealth medical services reached 19,000, representing a year-over-year increase of 75.5%[67]. - The total number of active members for direct stores surged to 7,014, marking a 93.4% year-over-year growth[67]. Strategic Initiatives - The company continues to focus on enhancing its market presence and operational efficiency through strategic initiatives[15]. - The company announced a 20% equity acquisition in Naturade, increasing ownership to 90%, enhancing control and shareholder value[30]. - The "AI-Powered Wellness System 2.0" was launched at Naturade, integrating modern diagnostic technologies with traditional Chinese medicine approaches[34]. - The Group aims to replicate the successful acquisition and integration of Naturade to explore further industry consolidation opportunities[78]. - The Group is focusing on AI applications in beauty and health services to drive innovation and digital transformation[78]. Revenue Breakdown - Revenue from beauty and wellness services increased by 29.6% to RMB 806 million, with direct store revenue rising by 31.0% to RMB 739 million[86][87]. - Revenue from aesthetic medical services grew by 13.0% from RMB 441 million to RMB 499 million[91]. - Revenue from subhealth medical services surged by 107.8% from RMB 74 million to RMB 154 million[92]. - In the first half of 2025, revenue from beauty and wellness services reached RMB 807 million, representing a year-over-year increase of 29.6%[50]. - Revenue from the functional medicine segment surged by 122.0% year-over-year in the first half of 2025, demonstrating strong growth momentum[71]. Cost Management - Selling expenses grew from RMB 190 million in the first half of 2024 to RMB 251 million in the first half of 2025, primarily due to increased staff costs and marketing expenses[101]. - R&D expenses rose from RMB 16 million in the first half of 2024 to RMB 21 million in the first half of 2025, driven by increased investment in digitization[103]. - General and administrative expenses increased from RMB 181 million in the first half of 2024 to RMB 237 million in the first half of 2025, mainly due to higher staff costs and consulting expenses[107]. Supply Chain Management - The company has established four major goals in supply chain management, including inventory control and procurement cost reduction, integrated into the departmental KPI assessment system[173]. - Implementation of intelligent procurement control has been initiated, utilizing the Economic Order Quantity (EOQ) model to prevent unreasonable procurement[176]. - A dynamic monitoring system has been established to provide real-time data support for management decision-making across the procurement-inventory-sales chain[177]. - Precise inventory management measures have been implemented, reducing risks of stagnant stock and stockouts through automated reporting[178]. - The overall operational efficiency of the supply chain has significantly improved, laying a solid foundation for stable operation and profit growth[179]. Employee Engagement - The Group has implemented a three-tiered incentive system for employees, with 6,185,568 shares granted to the management team under the Share Incentive Scheme as of June 30, 2025[150]. - The Group has established a dual-track career development framework and launched thousands of online courses to support employee growth[149][151]. - The Group has recognized the importance of female employees in its workforce and is committed to providing fair promotion opportunities and supportive benefits[155][156]. Market Outlook - The emotional economy in China is projected to reach RMB 2.3 trillion by 2025, indicating substantial growth potential for the industry[35]. - The emotional economy market in China is projected to reach RMB 2.3 trillion by 2025, creating significant growth opportunities for the industry[38]. Investment and Capital Management - The company plans to utilize 67.6% of net proceeds (HKD 377.5 million) for expanding and upgrading its service network by December 31, 2026[161]. - Strategic mergers and acquisitions of franchised stores will account for 10.2% of net proceeds (HKD 57.0 million), with full utilization expected by December 31, 2026[161]. - Further investment in IT systems is projected to use 12.3% of net proceeds (HKD 68.7 million), with completion anticipated by December 31, 2026[161]. - Working capital and other general corporate purposes will consume 9.9% of net proceeds (HKD 55.3 million), expected to be fully utilized by December 31, 2026[161]. - As of June 30, 2025, the unused net proceeds were HKD 106.6 million, with an expected timeline for full utilization by December 31, 2026[170].

Financial Performance - For the six months ended June 30, 2025, the company's revenue was RMB 647.3 million, a decrease of 20.9% compared to RMB 818.0 million in the same period last year[10]. - The gross profit for the same period was RMB 303.0 million, down 13.6% from RMB 350.5 million year-on-year[10]. - The net profit for the six months ended June 30, 2025, was RMB 45.8 million, a decline of 48.1% compared to RMB 88.3 million in the previous year[10]. - Basic earnings per share for the period were RMB 0.04, a decrease of 50.0% from RMB 0.08 in the same period last year[10]. - The revenue for the six months ending June 30, 2024, decreased by 20.9% to RMB 647.3 million from RMB 818.0 million in the previous period[42]. - The revenue from pharmaceutical sales through comprehensive marketing and channel management services decreased by 14.3% to RMB 212.9 million from RMB 248.5 million[42]. - The revenue from medical device sales through comprehensive marketing and channel management services decreased by 12.4% to RMB 374.8 million from RMB 427.7 million[42]. - The gross profit for the six months ending June 30, 2024, decreased by 13.6% to RMB 303.0 million from RMB 350.5 million, while the average gross margin increased to 46.8% from 42.8%[44]. - Other income decreased by 78.7% to RMB 7.6 million from RMB 35.7 million, primarily due to a reduction in government subsidies[45]. - The net profit for the six months ending June 30, 2024, decreased by 48.1% to RMB 45.8 million from RMB 88.3 million, with a net profit margin dropping to 7.1% from 10.8%[51]. - Total comprehensive income for the period was RMB 32,108 thousand, a decrease of 78.1% from RMB 146,638 thousand in the same period last year[87]. - The company reported a net cash outflow from investing activities of RMB 2,969,000, an improvement from RMB 11,712,000 in the previous year[95]. - The company paid dividends amounting to RMB 59,708,000 during the period, compared to RMB 26,263,000 in the previous year[95]. Market and Economic Environment - China's GDP grew by 5.3% in the first half of 2025, indicating a stable economic environment that supports healthcare demand[15]. - The per capita disposable income and consumption expenditure in China increased by 5.4% and 5.3%, respectively, reflecting effective consumer spending potential[15]. - The healthcare expenditure per capita reached RMB 1,314, growing by 3.4% year-on-year, highlighting the increasing health demands among the population[15]. Product Development and Innovation - The company is advancing the localization of innovative medical devices in its Q3 medical series, with factory renovations completed and equipment installation verification underway[13]. - The Chongqing Rongchang production base is a strategic initiative to transform the company into a comprehensive pharmaceutical enterprise integrating R&D, production, and sales[13]. - The company aims to enhance product competitiveness and profitability through the introduction of new technologies and products at the Rongchang production base[13]. - The company is actively promoting the Archimedes biodegradable biliary pancreatic stent, which is the first innovative product registered in mainland China since acquiring Q3 Medical[26]. - A new production line for the Difen® diclofenac sodium dual-release enteric-coated capsule has been launched, with an annual production capacity of 30 million boxes[27]. - The company is actively tracking changes in drug and medical device approval policies in China to expedite the market entry of innovative products, enhancing market competitiveness[31]. Sales and Marketing Strategies - The company is enhancing its sales network and supply chain management to ensure high-quality products reach the market efficiently[18]. - The marketing network has been optimized to improve operational efficiency and mitigate business risks, with a focus on internal sales and academic support teams[32]. - The company plans to enhance its market coverage through precise market positioning and comprehensive marketing strategies, focusing on innovative therapeutic products[40]. - The company continues to focus on expanding its market presence and enhancing its product offerings through integrated marketing and promotion strategies[104]. Investments and Financial Position - The company invested USD 3 million in DMAX Co., Ltd., acquiring a 25% stake, which will strengthen collaboration in promoting zirconia products in China[35]. - The investment in Shanghai Yuhan Fund amounts to RMB 28.5 million, with a 10% partnership interest, focusing on investments in the pharmaceutical sector[36]. - The company holds a 6.62% partnership interest in Jiaxing Yuhan Fund, with an investment of RMB 12.2 million, aimed at long-term growth in the pharmaceutical industry[36]. - The company acquired land use rights for a construction site in Chongqing, covering 38,972 square meters, for RMB 5,998,800, to support future production capabilities[38]. - The company has made significant investments in property, plant, and equipment, totaling RMB 17,942,000 during the period[95]. Compliance and Governance - The company is focusing on compliance management to adapt to regulatory changes and ensure supply chain transparency[18]. - The ongoing regulatory reforms are accelerating the internationalization of China's pharmaceutical distribution industry, enhancing market accessibility for imported innovative drugs[18]. - The company has maintained compliance with corporate governance codes and standards throughout the reporting period[67]. - The company has no significant contingent liabilities as of June 30, 2025[59]. Shareholder Information - The company declared an interim dividend of HKD 0.064 per share, totaling HKD 80,477,000 for the six months ended June 30, 2025[65]. - As of June 30, 2025, the major shareholder Wu Qian holds 833,392,000 shares, representing approximately 66.28% of the company[81]. - The company has a share incentive plan with 98,483,000 shares available for grant, representing approximately 7.83% of the issued shares[72]. - The board granted a total of 25,060,000 shares under the share incentive plan, which automatically lapsed due to non-vesting by October 9, 2018[72]. - The share incentive plan was renewed on April 8, 2025, effective until April 9, 2035[72]. Debt and Liquidity - Total bank borrowings increased from RMB 62.4 million as of December 31, 2024, to RMB 133.2 million as of June 30, 2025, with new long-term bank loans of RMB 89.0 million during the reporting period[57]. - The debt-to-asset ratio increased from 4.3% as of December 31, 2024, to 9.4% as of June 30, 2025[57]. - Cash and cash equivalents increased to RMB 173.6 million as of June 30, 2025, from RMB 103.6 million as of December 31, 2024[52]. - Trade and other payables decreased by 41.1% from RMB 171.2 million as of December 31, 2024, to RMB 100.8 million as of June 30, 2025, with trade payables turnover days reduced from 87.3 days to 47.3 days[56]. Related Party Transactions - Related party transactions included purchases of finished goods from DMAX amounting to RMB 1,208,000, down from RMB 1,662,000 in the previous year[134]. - As of June 30, 2025, the group had receivables from related parties totaling RMB 45,940,000 from Yuyue and RMB 26,194,000 from Earth Master[135].

目 錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 中期簡明綜合損益及其他全面收益表 | 4 | | 中期簡明綜合財務狀況表 | 5 | | 中期簡明綜合權益變動表 | 7 | | 中期簡明綜合現金流量表 | 8 | | 中期簡明綜合財務報表附註 | 9 | | 管理層討論及分析 | 20 | | 其他資料 | 29 | 公司資料 董事會 執行董事 黃春興先生 （主席及行政總裁） 黃康福先生 范佳思女士 獨立非執行董事 楊德泉先生 何永深先生 趙家凱先生 審核委員會 楊德泉先 生（主席） 何永深先生 趙家凱先生 薪酬委員會 何永深先生 （主席） 楊德泉先生 趙家凱先生 黃康福先生 提名委員會 趙家凱先生 （主席） 楊德泉先生 何永深先生 黃康福先生 公司秘書 文潤華先生 (ACG, HKACG) 授權代表 黃康福先生 文潤華先生 新加坡總部及主要營業地點 7 Keppel Road, #03-20/21/22/23/24 Tanjong Pagar Complex Singapore 089053 香港主要營業地點 香港 干諾道中111號 永安中心16樓1601室 開曼群島主要 ...

[Company Information](index=3&type=section&id=Company%20Information) [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, with Audit, Remuneration, Nomination, and Executive Committees to ensure robust corporate governance - Board members include Chairman **Mr. Cheng Kam Chuen** (Executive Director), CEO **Mr. Tang Wing Yan** (Executive Director), **Mr. Li Chi Huen** (Non-executive Director), and **Mr. Yung Chun Fai**, **Mr. Chiu Wai On**, **Mr. Wong Wai Tak**, **Ms. Leung Sze Lai** (Independent Non-executive Directors)[9](index=9&type=chunk) - **Mr. Chiu Wai On** chairs the Audit Committee, **Mr. Yung Chun Fai** chairs both the Remuneration and Nomination Committees, and **Mr. Cheng Kam Chuen** chairs the Executive Committee[9](index=9&type=chunk) - The company's auditor is **Ernst & Young**, and legal advisors include **Deacons** and **Conyers Dill & Pearman**[9](index=9&type=chunk) [Offices and Registered Information](index=3&type=section&id=Offices%20and%20Registered%20Information) The company's head office and principal place of business are in Hong Kong, with its registered office located in Bermuda - The head office and principal place of business are located at Room 1402, New World Tower 1, 18 Queen's Road Central, Hong Kong[10](index=10&type=chunk) - The registered office is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda[10](index=10&type=chunk) [Stakeholder Information](index=4&type=section&id=Stakeholder%20Information) [Share Information](index=4&type=section&id=Share%20Information) The company's shares were listed on the Main Board of the Stock Exchange in 1998, with 8.742 billion shares issued and a market capitalization of approximately 384.64 million HKD as of June 30, 2025 - The initial listing date on the Stock Exchange was October 13, 1998, with stock code 00166.HK[11](index=11&type=chunk) Share Information as of June 30, 2025 | Indicator | Value | | :--- | :--- | | Number of Shares Issued | 8,741,776,988 shares | | Closing Price | HKD 0.044 per share | | Market Capitalization | 384.64 million HKD | [Share Registrar and Investor Relations](index=4&type=section&id=Share%20Registrar%20and%20Investor%20Relations) Contact information for the principal and Hong Kong branch share registrars, along with investor relations email and company website, is provided - The principal share registrar is located in Bermuda, and the Hong Kong branch share registrar is Tricor Investor Services Limited[12](index=12&type=chunk) - Investors can make inquiries via email at info@newtimes-corp.com, and the company website is http://www.newtimes-corp.com/[12](index=12&type=chunk) [Condensed Consolidated Statement of Profit or Loss](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) [Profit or Loss Performance](index=5&type=section&id=Profit%20or%20Loss%20Performance) For the six months ended June 30, 2025, the Group recorded a loss for the period of 61.1 million HKD, a significant increase from the 24.9 million HKD loss in the prior period, primarily due to a shift from gross profit to gross loss Key Data from Condensed Consolidated Statement of Profit or Loss (Six Months Ended June 30) | Indicator | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 7,085.8 | 4,517.7 | +56.8% | | Gross (Loss)/Profit | (38.9) | 33.0 | Shift from profit to loss | | Other income and net gains and losses | 20.5 | 33.8 | -39.3% | | Net investment gains/(losses) | 9.3 | (4.3) | Shift from loss to gain | | General and administrative expenses | (46.9) | (62.2) | -24.6% | | Finance costs | (8.6) | (19.6) | -56.1% | | Loss before tax | (64.6) | (19.3) | +234.7% | | Income tax credit/(expense) | 3.5 | (5.6) | Shift from expense to credit | | Loss for the period | (61.1) | (24.9) | +145.4% | | Loss per share attributable to owners of the Company (basic and diluted) | (0.0070) HKD | (0.0028) HKD | +150.0% | [Condensed Consolidated Statement of Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) [Comprehensive Income Performance](index=6&type=section&id=Comprehensive%20Income%20Performance) For the six months ended June 30, 2025, the Group recorded a total comprehensive loss of 41.5 million HKD, an increase from 32.4 million HKD in the prior period, mainly due to increased loss for the period, partially offset by a shift to gains from exchange differences on translation of overseas operations Key Data from Condensed Consolidated Statement of Comprehensive Income (Six Months Ended June 30) | Indicator | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Loss for the period | (61.1) | (24.9) | +145.4% | | Exchange differences on translation of overseas operations | 19.6 | (7.5) | Shift from loss to gain | | Other comprehensive income/(loss) for the period, net of tax | 19.6 | (7.5) | Shift from loss to gain | | Total comprehensive loss for the period | (41.5) | (32.4) | +28.1% | [Condensed Consolidated Statement of Financial Position](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) [Asset and Liability Structure](index=8&type=section&id=Asset%20and%20Liability%20Structure) As of June 30, 2025, the Group's total assets slightly increased, but current liabilities grew significantly, leading to a decrease in net current assets and net assets Key Data from Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | Change | | :--- | :--- | :--- | :--- | | Total non-current assets | 692.1 | 666.3 | +3.9% | | Total current assets | 807.3 | 760.8 | +6.1% | | Total current liabilities | 302.7 | 206.1 | +46.9% | | Net current assets | 504.6 | 554.7 | -9.1% | | Total assets less current liabilities | 1,196.7 | 1,221.0 | -2.0% | | Total non-current liabilities | 178.1 | 158.6 | +12.3% | | Net assets | 1,018.6 | 1,062.4 | -4.1% | | Total equity | 1,018.6 | 1,062.4 | -4.1% | - Trade and other receivables increased from **69.4 million HKD** as of December 31, 2024, to **145.3 million HKD** as of June 30, 2025[21](index=21&type=chunk) - Trade and other payables increased from **144.0 million HKD** as of December 31, 2024, to **236.6 million HKD** as of June 30, 2025[21](index=21&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) [Equity Movement Analysis](index=9&type=section&id=Equity%20Movement%20Analysis) For the six months ended June 30, 2025, total equity attributable to owners of the Company decreased, primarily due to the loss for the period and the impact of hyperinflation, partially offset by an increase in the exchange fluctuation reserve Key Data from Condensed Consolidated Statement of Changes in Equity (Six Months Ended June 30) | Indicator | 2025 (million HKD) | | :--- | :--- | | As at January 1, 2025 | 1,062.5 | | Loss for the period | (61.1) | | Other comprehensive income for the period | 19.6 | | Impact of hyperinflation – restatement impact | (2.3) | | As at June 30, 2025 | 1,018.7 | - The exchange fluctuation reserve changed from **(753.0) million HKD** at the beginning of the period to **(733.4) million HKD** at the end of the period, an increase of **19.6 million HKD**[26](index=26&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) [Cash Flow Analysis](index=10&type=section&id=Cash%20Flow%20Analysis) For the six months ended June 30, 2025, the Group's net decrease in cash and cash equivalents was 12.5 million HKD, a significant improvement from the prior period, mainly due to a substantial reduction in net cash used in operating activities Key Data from Condensed Consolidated Statement of Cash Flows (Six Months Ended June 30) | Indicator | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Net cash flow used in operating activities | – | (128.8) | Significant improvement | | Net cash flow used in investing activities | (9.4) | (57.2) | Reduced outflow | | Net cash flow from financing activities | (3.1) | (4.4) | Reduced outflow | | Net decrease in cash and cash equivalents | (12.5) | (190.4) | Reduced decrease | | Cash and cash equivalents at end of period | 460.7 | 596.9 | -22.8% | - Cash and bank balances at the end of the period were **473.7 million HKD**, of which **13.0 million HKD** were time deposits with maturity dates exceeding three months[28](index=28&type=chunk) [Notes to the Condensed Consolidated Interim Financial Information](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Information) [1 General Information](index=11&type=section&id=1%20General%20Information) The Group primarily engages in oil and gas product exploration, extraction, and sales in Western Canada and Argentina, new energy industrial park development in Campbell River, Canada, and precious metals trading and refining in Hong Kong - The Group's principal activities include: exploration, extraction and sale of oil and gas products in Western Canada and Argentina; development of a self-sustaining ecosystem new energy industrial park in Campbell River, Canada; and precious metals trading and refining in Hong Kong[34](index=34&type=chunk) - This condensed consolidated interim financial information is unaudited but has been reviewed by the Audit Committee and approved for publication by the Board on August 27, 2025[32](index=32&type=chunk) [2 Basis of Preparation](index=11&type=section&id=2%20Basis%20of%20Preparation) This condensed consolidated interim financial information is prepared in accordance with HKAS 34 and presented in HKD, with all values rounded to the nearest million - This condensed consolidated interim financial information has been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[33](index=33&type=chunk) - The information is presented in Hong Kong dollars, with all values rounded to the nearest million and one decimal place[33](index=33&type=chunk) [3 Accounting Policies](index=11&type=section&id=3%20Accounting%20Policies) The accounting policies adopted in preparing this interim financial information are consistent with those of the prior year's financial statements, and the initial adoption of HKAS 21 (Amendment) "Lack of Exchangeability" has no significant impact on the Group - The accounting policies adopted in preparing these condensed consolidated interim financial information are consistent with those adopted in the preparation of the Group's annual financial statements for the year ended December 31, 2024[34](index=34&type=chunk) - The amendment to HKAS 21 "Lack of Exchangeability" will not have any significant impact on the Group's condensed consolidated interim financial information[35](index=35&type=chunk) [4 Significant Accounting Estimates and Judgements](index=12&type=section&id=4%20Significant%20Accounting%20Estimates%20and%20Judgements) The significant judgements made by management in applying accounting policies and the key sources of estimation uncertainty are consistent with those applied in the prior year's consolidated financial statements - The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are consistent with those applied in the Group's consolidated financial statements for the year ended December 31, 2024[36](index=36&type=chunk) [5 Revenue and Segment Reporting](index=12&type=section&id=5%20Revenue%20and%20Segment%20Reporting) The Group has two reportable segments: "Upstream Energy and Industrial Park Development" and "Precious Metals Refining and Trading" For the six months ended June 30, 2025, total revenue significantly increased by 56.8%, primarily driven by the Precious Metals Refining and Trading segment, while energy segment revenue decreased - The Group has identified two reportable segments: Upstream Energy and Industrial Park Development (engaged in exploration, extraction and sale of oil and gas products in Western Canada and Argentina, and development of a new energy industrial park in Campbell River, Canada) and Precious Metals Refining and Trading (engaged in precious metals trading and refining in Hong Kong)[39](index=39&type=chunk) Reportable Segment Revenue (Six Months Ended June 30) | Segment | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Upstream Energy and Industrial Park Development | 118.1 | 163.7 | -27.8% | | Precious Metals Refining and Trading | 6,967.7 | 4,354.0 | +60.0% | | **Total** | **7,085.8** | **4,517.7** | **+56.8%** | Reportable Segment Results (Six Months Ended June 30) | Segment | 2025 (million HKD) | 2024 (million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Upstream Energy and Industrial Park Development | (72.1) | 1.8 | Shift from profit to loss | | Precious Metals Refining and Trading | (8.6) | (13.6) | Loss narrowed | | **Total** | **(80.7)** | **(11.8)** | **Loss widened** | Revenue from External Customers (By Geographical Location, Six Months Ended June 30) | Region | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Hong Kong (Precious Metals Refining and Trading) | 6,967.7 | 4,354.0 | | Canada (Upstream Energy and Industrial Park Development) | 112.9 | 146.8 | | Argentina (Upstream Energy and Industrial Park Development) | 5.2 | 16.9 | | **Total** | **7,085.8** | **4,517.7** | Revenue from Contracts with Customers (By Major Product, Six Months Ended June 30) | Product | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Refining and sale of physical precious metals | 6,967.7 | 4,354.0 | | Sale of oil and gas products | 118.1 | 163.7 | | **Total** | **7,085.8** | **4,517.7** | [6 Other Income and Net Gains and Losses](index=16&type=section&id=6%20Other%20Income%20and%20Net%20Gains%20and%20Losses) For the six months ended June 30, 2025, other income and net gains and losses amounted to 20.5 million HKD, a 39.3% decrease from the prior period, mainly due to reduced bank interest income and hyperinflation monetary adjustments Other Income and Net Gains and Losses (Six Months Ended June 30) | Item | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Bank interest income | 5.6 | 12.2 | | Drilling services income | 0.8 | 0.9 | | Net gains/(losses) on derivative financial instruments | 0.4 | (5.0) | | Hyperinflation monetary adjustment | 3.2 | 10.5 | | Net foreign exchange losses | (1.0) | (0.8) | | Rental income | 6.6 | 8.5 | | Compensation income from a consultant | 4.0 | 6.9 | | Others | 0.9 | 0.6 | | **Total** | **20.5** | **33.8** | - Due to the depreciation of the Argentine Peso, a hyperinflation accounting adjustment gain of **3.2 million HKD** was recognized in the current period (2024: **10.5 million HKD**)[49](index=49&type=chunk) [7 Net Investment Gains/(Losses)](index=17&type=section&id=7%20Net%20Investment%20Gains%2F(Losses)) For the six months ended June 30, 2025, the Group recorded net investment gains of 9.3 million HKD, reversing the loss from the prior period, primarily driven by fair value gains on listed equity securities Net Investment Gains/(Losses) (Six Months Ended June 30) | Item | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Net fair value gains/(losses) on listed equity securities | 8.5 | (5.5) | | Dividend income from listed equity securities | 0.3 | 1.1 | | Fair value losses on listed debt securities | (0.1) | –* | | Interest income from listed debt securities | 0.1 | 0.1 | | Fair value gains on unlisted equity-linked securities | 0.1 | – | | Interest income from unlisted equity-linked securities | 0.4 | – | | **Total** | **9.3** | **(4.3)** | [8 Loss Before Tax](index=17&type=section&id=8%20Loss%20Before%20Tax) The Group's loss before tax is primarily influenced by factors such as cost of inventories sold, depreciation, and employee benefit expenses In 2024, an impairment reversal was recorded, but there was no such item in the current period Components of Loss Before Tax (Six Months Ended June 30) | Item | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Cost of inventories sold | 7,026.9 | 4,473.4 | | Processing fees | 1.5 | 2.9 | | Depreciation of property, plant and equipment | 32.0 | 52.4 | | Employee benefit expenses | 46.6 | 51.7 | | Litigation provision | – | 4.4 | | Reversal of impairment losses on assets | – | (111.8) | - For the six months ended June 30, 2024, a reversal of impairment losses on assets of **111.8 million HKD** was recorded, primarily related to oil and gas assets in the Montney region of Alberta, Canada[53](index=53&type=chunk) [9 Finance Costs](index=18&type=section&id=9%20Finance%20Costs) For the six months ended June 30, 2025, finance costs significantly decreased by 56.1%, mainly due to reduced interest accretion on asset retirement obligations and a shift to credit for deferred carbon tax interest Finance Costs (Six Months Ended June 30) | Item | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Interest accretion on asset retirement obligations | 8.2 | 16.0 | | Interest on lease liabilities | 0.7 | 0.6 | | Deferred carbon tax (interest reversal)/interest | (0.3) | 3.0 | | **Total** | **8.6** | **19.6** | [10 Income Tax (Credit)/Expense](index=18&type=section&id=10%20Income%20Tax%20(Credit)%2FExpense) The Group recorded an income tax credit of 3.5 million HKD for the six months ended June 30, 2025, reversing the income tax expense from the prior period, primarily reflecting changes in current and deferred tax for upstream operations Income Tax (Credit)/Expense (Six Months Ended June 30) | Item | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Current tax (credit)/provision for the period | (2.3) | 5.1 | | Deferred tax (credited to)/charged to profit or loss | (1.2) | 0.5 | | **Total** | **(3.5)** | **5.6** | - The Hong Kong profits tax rate is **16.5%**, with no provision made for the current period; the total corporate income tax rate in Canada ranges from **23% to 27%**; the corporate income tax rate in Argentina is **35%**[57](index=57&type=chunk)[58](index=58&type=chunk) [11 Dividends](index=19&type=section&id=11%20Dividends) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024: nil)[59](index=59&type=chunk) [12 Loss Per Share Attributable to Owners of the Company](index=19&type=section&id=12%20Loss%20Per%20Share%20Attributable%20to%20Owners%20of%20the%20Company) For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the Company was HKD 0.0070, an increase from HKD 0.0028 in the prior period, mainly due to the expanded loss for the period - Basic and diluted loss per share was **(HKD 0.0070)** (2024: **(HKD 0.0028)**), based on a loss for the period of **61.1 million HKD** (2024: **24.9 million HKD**)[60](index=60&type=chunk) - The weighted average number of ordinary shares outstanding during the year was **8,741,776,988 shares**, the same as the prior period[60](index=60&type=chunk) [13 Exploration and Evaluation Assets, Property, Plant and Equipment and Investment Properties](index=20&type=section&id=13%20Exploration%20and%20Evaluation%20Assets,%20Property,%20Plant%20and%20Equipment%20and%20Investment%20Properties) For the six months ended June 30, 2025, the additions to property, plant and equipment amounted to 23.4 million HKD, while exploration and evaluation assets had no new additions, a significant decrease from the prior period - Additions to property, plant and equipment amounted to **23.4 million HKD** (2024: **29.8 million HKD**)[61](index=61&type=chunk) - Additions to exploration and evaluation assets were zero (2024: **33.9 million HKD**)[61](index=61&type=chunk) [14 Inventories](index=20&type=section&id=14%20Inventories) As of June 30, 2025, the Group's total inventories amounted to 147.0 million HKD, a decrease from 173.4 million HKD as of December 31, 2024, primarily due to a reduction in precious metals held for refining and trading Inventories Composition (As of June 30) | Item | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | Precious metals held for refining and trading | 143.2 | 167.6 | | Consumables | 3.5 | 5.6 | | Petroleum products | 0.3 | 0.2 | | **Total** | **147.0** | **173.4** | [15 Trade and Other Receivables](index=20&type=section&id=15%20Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables amounted to 170.0 million HKD, a significant increase from 93.8 million HKD as of December 31, 2024, driven primarily by growth in trade receivables Trade and Other Receivables Composition (As of June 30) | Item | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | Trade receivables | 96.0 | 40.2 | | Deposits | 28.7 | 27.7 | | Other receivables | 33.1 | 16.4 | | Recoverable VAT | 1.0 | 1.3 | | Other recoverable taxes | 6.3 | 2.4 | | Other prepayments | 4.9 | 5.8 | | **Total** | **170.0** | **93.8** | Ageing Analysis of Trade Receivables (As of June 30) | Ageing | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | 0 to 30 days | 82.9 | 32.8 | | 31 to 60 days | 1.3 | 0.8 | | 61 to 90 days | 2.7 | 0.8 | | Over 90 days | 9.1 | 5.8 | | **Total** | **96.0** | **40.2** | [16 Other Financial Assets at Fair Value Through Profit or Loss](index=21&type=section&id=16%20Other%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) As of June 30, 2025, total other financial assets at fair value through profit or loss amounted to 29.1 million HKD, primarily comprising listed equity securities, a slight decrease from 31.0 million HKD as of December 31, 2024 Other Financial Assets at Fair Value Through Profit or Loss (As of June 30) | Item | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | Listed equity securities | 28.9 | 30.7 | | Listed debt securities | 0.2 | 0.3 | | **Total** | **29.1** | **31.0** | - For the six months ended June 30, 2025, net investment gains of **8.8 million HKD** were recognized in the condensed consolidated statement of profit or loss (2024: net investment losses of **4.4 million HKD**)[66](index=66&type=chunk) [17 Trade and Other Payables](index=22&type=section&id=17%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables amounted to 236.6 million HKD, a significant increase from 144.0 million HKD as of December 31, 2024, primarily due to substantial growth in trade payables and contract liabilities Trade and Other Payables Composition (As of June 30) | Item | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | Trade payables | 36.9 | 11.6 | | Other payables and accrued expenses | 142.5 | 127.7 | | Other tax payables | 3.7 | 3.5 | | Contract liabilities | 53.5 | 1.2 | | **Total** | **236.6** | **144.0** | Ageing Analysis of Trade Payables (As of June 30) | Ageing | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | 0 to 30 days | 20.3 | 3.5 | | 31 to 60 days | 0.1 | 0.6 | | 61 to 90 days | 3.7 | – | | Over 90 days | 12.8 | 7.5 | | **Total** | **36.9** | **11.6** | - Other payables and accrued expenses include **45.0 million HKD** in deposits received from two independent third parties, for which a potential acquisition has been cancelled and the deposits will be refunded[68](index=68&type=chunk) [18 Provision for Asset Retirement Obligations and Other Provisions](index=23&type=section&id=18%20Provision%20for%20Asset%20Retirement%20Obligations%20and%20Other%20Provisions) As of June 30, 2025, total provision for asset retirement obligations and other provisions amounted to 183.6 million HKD, an increase from the beginning of the period, primarily for estimated dismantling costs in Argentina and Canadian upstream operations and arbitration claims Movement in Provisions (For the Period Ended June 30) | Item | Provision for Asset Retirement Obligations (million HKD) | Other Provisions (million HKD) | Total (million HKD) | | :--- | :--- | :--- | :--- | | As at January 1, 2025 | 145.0 | 21.5 | 166.5 | | Settlement | (1.3) | – | (1.3) | | Increase due to changes in estimates | 0.4 | – | 0.4 | | Hyperinflation adjustment | 3.3 | – | 3.3 | | Interest accretion | 8.2 | – | 8.2 | | Exchange adjustment | 5.9 | 0.6 | 6.5 | | **As at June 30, 2025** | **161.5** | **22.1** | **183.6** | - The provision for asset retirement obligations primarily relates to estimated dismantling costs for upstream operations in Argentina and Canada[71](index=71&type=chunk) - Other provisions include a provision for arbitration claims raised by an Argentine business partner and accrued legal fees of **4.5 million HKD**[73](index=73&type=chunk) [19 Share Capital](index=24&type=section&id=19%20Share%20Capital) As of June 30, 2025, the company's authorized and issued share capital remained unchanged Authorized and Issued Share Capital (As of June 30) | Item | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | Authorized: 200,000,000,000 ordinary shares of HKD 0.01 each | 2,000 | 2,000 | | Issued and fully paid: 8,741,776,988 ordinary shares of HKD 0.01 each | 87.4 | 87.4 | [20 Significant Related Party Transactions](index=24&type=section&id=20%20Significant%20Related%20Party%20Transactions) The Group's key management personnel compensation amounted to 4.0 million HKD, and rent and management fees of 1.1 million HKD were paid to an associate of the company's indirect holding company Key Management Personnel Compensation (Six Months Ended June 30) | Item | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Short-term employee benefits | 4.0 | 3.8 | - Rent and management fees paid to an associate of the company's indirect holding company amounted to **1.1 million HKD** (2024: **1.1 million HKD**)[75](index=75&type=chunk) [21 Notes to the Condensed Consolidated Cash Flow Statement](index=25&type=section&id=21%20Notes%20to%20the%20Condensed%20Consolidated%20Cash%20Flow%20Statement) For the six months ended June 30, 2024, non-cash investing and financing activities included the addition of right-of-use assets amounting to 7.4 million HKD - For the six months ended June 30, 2024, non-cash investing and financing activities included the addition of right-of-use assets amounting to **7.4 million HKD**[77](index=77&type=chunk) [22 Capital Commitments](index=25&type=section&id=22%20Capital%20Commitments) As of June 30, 2025, the Group's contracted but not provided for capital commitments were zero, a decrease from 0.4 million HKD as of December 31, 2024 Capital Commitments (As of June 30) | Item | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | | :--- | :--- | :--- | | Contracted but not provided for | – | 0.4 | [23 Contingent Liabilities](index=25&type=section&id=23%20Contingent%20Liabilities) The Group faces two main contingent liabilities: an arbitration award in Argentina's Los Blancos concession leading to a transfer of operating rights, and a legal suit by Beijing Gas Blue Sky Holdings Limited in mainland China, which the Board believes lacks legal merit - An arbitration award for the Los Blancos concession in Argentina ruled that High Yield breached operator obligations and must transfer operating rights to Pampa, paying legal fees of **0.6 million USD** (approximately **4.4 million HKD**), but High Yield retains a **50%** participating interest[80](index=80&type=chunk) - Beijing Gas Blue Sky Holdings Limited, a HKEX-listed company, filed a legal suit against the Company in mainland China for **45.9 million HKD** and **RMB 64.4 million**, which the Board believes may lack legal merit and is not expected to have a significant adverse financial impact[82](index=82&type=chunk) [24 Financial Risk Management](index=26&type=section&id=24%20Financial%20Risk%20Management) The Group faces market risks (foreign exchange, price, interest rate), credit risk, and liquidity risk, with no changes in financial risk management policies or practices since year-end Financial instruments are measured at fair value using a three-level classification - The Group is exposed to various financial risks: market risk (including foreign exchange risk, price risk, and interest rate risk), credit risk, and liquidity risk[83](index=83&type=chunk) - There have been no changes in the Group's financial risk management policies and practices since the year-end[84](index=84&type=chunk) Assets and Liabilities Measured at Fair Value (As of June 30, 2025) | Item | Level 1 (million HKD) | Level 2 (million HKD) | Level 3 (million HKD) | Total (million HKD) | | :--- | :--- | :--- | :--- | :--- | | **Assets measured at fair value:** | | | | | | Derivative financial instruments | – | 12.2 | – | 12.2 | | Listed equity investments at FVTPL | 28.9 | – | – | 28.9 | | Listed debt investments at FVTPL | 0.2 | – | – | 0.2 | | **Total Assets** | **29.1** | **12.2** | **–** | **41.3** | | **Liabilities measured at fair value:** | | | | | | Derivative financial instruments | – | 5.2 | – | 5.2 | | **Total Liabilities** | **–** | **5.2** | **–** | **5.2** | [25 Events After the Reporting Period](index=29&type=section&id=25%20Events%20After%20the%20Reporting%20Period) On July 24, 2025, an indirect wholly-owned subsidiary of the Company conditionally disposed of 49% of its shares and shareholder loans in Grand Shine Precious Metals Refining Limited for approximately 13.3 million HKD, making Grand Shine an indirect non-wholly-owned subsidiary of the Company - On July 24, 2025, an indirect wholly-owned subsidiary of the Company conditionally disposed of **49%** of its shares and shareholder loans in Grand Shine Precious Metals Refining Limited to an independent third party for a total consideration of approximately **13.3 million HKD**[95](index=95&type=chunk) - Following the completion of this transaction, Grand Shine has become an indirect non-wholly-owned subsidiary of the Company[95](index=95&type=chunk) - The financial impact of this transaction on the Group cannot be determined as it was implemented shortly before the date of this announcement[96](index=96&type=chunk) [Management Discussion and Analysis](index=30&type=section&id=Management%20Discussion%20and%20Analysis) [Introduction](index=30&type=section&id=Introduction) The Group operates two core businesses: energy (oil and gas exploration and development in Canada and Argentina, and a new energy industrial park in Canada) and precious metals refining and trading in Hong Kong, committed to global sustainable clean energy investment and net-zero emissions goals - The Group's core businesses include oil and gas exploration and development in Canada and Argentina, energy transition industries in Campbell River, British Columbia, Canada, and precious metals refining and trading in Hong Kong[98](index=98&type=chunk) - The Group operates under an ESG mandate, committed to global sustainable clean energy investment and future development, actively seeking collaboration with local authorities to achieve net-zero emissions goals[98](index=98&type=chunk) [2025 Interim Financial Results](index=30&type=section&id=2025%20Interim%20Financial%20Results) For the six months ended June 30, 2025, the Group recorded a post-tax loss of 61.1 million HKD and an adjusted EBITDA loss of 29.6 million HKD, primarily due to weak natural gas prices, decreased Canadian energy production, and precious metals business losses, partially offset by net investment gains The Group maintains a strong financial position with no external borrowings - For the six months ended June 30, 2025, the Group recorded a post-tax loss of **61.1 million HKD** and an adjusted EBITDA loss of **29.6 million HKD**[99](index=99&type=chunk) - The loss was primarily due to weak natural gas prices, pressure on operating margins from decreased production in the Canadian energy business, and continued losses in the precious metals refining and trading business[102](index=102&type=chunk) - Net investment gains of **9.3 million HKD** were recorded, reversing the loss from the prior period[102](index=102&type=chunk) - The Group has no external borrowings and holds **502.8 million HKD** in highly liquid current assets, including **473.7 million HKD** in cash and bank balances and **29.1 million HKD** in other financial assets at fair value through profit or loss[100](index=100&type=chunk) [Business Operations Update](index=30&type=section&id=Business%20Operations%20Update) The Group's Canadian energy production decreased, but cost controls improved operating netback, and data center collaborations are being explored to utilize natural gas Discovery Park is transforming into a green energy hub, attracting data center and aquaculture investments Argentine energy operations face adverse arbitration and unrenewed licenses, leading to gradual divestment The precious metals business narrowed losses, increased revenue, and seeks international expansion [Canada Energy](index=30&type=section&id=Canada%20Energy) Canadian energy operations saw a 17% decrease in average daily production, mainly due to pipeline constraints, facility shutdowns, and active curtailment Despite a 23% revenue decline, operating netback improved through structural cost reductions The Group initiated hedging to mitigate commodity price volatility and remains cautiously optimistic about long-term natural gas prices - For the six months ended June 30, 2025, average daily production was **6,600 barrels of oil equivalent (BOE)** per day, of which **94%** was natural gas, a **17%** decrease from the prior period in 2024[105](index=105&type=chunk) - The production decrease was primarily due to NGTL pipeline capacity restrictions, continued Horn River Basin facility shutdowns, and active curtailment in response to weak natural gas prices[105](index=105&type=chunk) - Canadian energy business revenue decreased by **23%** to **112.9 million HKD**[108](index=108&type=chunk) - Operating netback was a negative **2.91 million CAD** or **2.45 CAD/BOE**, an improvement from the **5.78 million CAD** loss in the prior period, reflecting structural and discretionary cost reductions[109](index=109&type=chunk) - The Group initiated a hedging program in Q2 2025, utilizing basis swaps and fixed price contracts to mitigate commodity price volatility[110](index=110&type=chunk) [Montney Mineral Rights](index=32&type=section&id=Montney%20Mineral%20Rights) NTEC holds strategically located Montney formation mineral lease blocks in the Wapiti area of Alberta, with estimated reserves of 7.6 million BOE (2P reserves) and a pre-tax net present value of 432.4 million HKD The company is advancing development and seeking opportunities to maximize value - NTEC holds **7.75** strategically located Montney formation mineral lease blocks in the West Gold Creek area of Wapiti, Alberta[111](index=111&type=chunk) - According to an independent reserve evaluation as of December 31, 2024, the Montney assets have estimated reserves of **7.6 million BOE** (2P proved plus probable reserves) with a pre-tax net present value of **432.4 million HKD**[111](index=111&type=chunk) - NTEC continues to advance the development of its Montney assets, including planning future natural gas transportation channels, engineering studies, pipeline surveys, and securing surface land use rights[111](index=111&type=chunk) [Horn River Basin](index=33&type=section&id=Horn%20River%20Basin) The Group holds substantial contingent resources in the Horn River Basin (3.08 trillion cubic feet of natural gas, equivalent to 513 million BOE), but commercialization is challenged by low natural gas prices and lack of transportation access Future natural gas price increases are expected to unlock significant value - The Group holds substantial contingent resources in the Horn River Basin, with estimated natural gas volumes of **3.08 trillion cubic feet (TCF)**, equivalent to **513 million BOE**[113](index=113&type=chunk) - Low natural gas prices and persistent lack of transportation access, exacerbated by the closure of the third-party Fort Nelson Gas Plant, pose challenges to commercial production[113](index=113&type=chunk) [ESG Commitment](index=33&type=section&id=ESG%20Commitment) NTEC has completed energy audits for all operating facilities, is advancing a feasibility study for natural gas processing facility upgrades, and is evaluating carbon offset and reduction projects to support net-zero emissions goals and enhance cost competitiveness - NTEC has completed energy audits for all operating facilities and is advancing a feasibility study for natural gas processing facility upgrades[114](index=114&type=chunk) - Carbon offset and reduction projects in British Columbia are being evaluated to generate carbon credits and reduce carbon tax burdens, supporting the achievement of net-zero emissions goals[114](index=114&type=chunk) [Business Development](index=33&type=section&id=Business%20Development) The Group signed an MOU with a data center operator to explore a 10.5 MW natural gas-powered data center pilot project in Western Canada, aiming to utilize upstream natural gas resources and restore cash flow from constrained assets - The Group entered into a non-binding Memorandum of Understanding with a syndicate of data center operators to explore the development of a **10.5 megawatt (MW)** natural gas-powered data center pilot project in Western Canada[115](index=115&type=chunk) - This project aims to leverage the Group's upstream natural gas resources and the operator's expertise in natural gas-powered integrated data center units, with phased operations planned to commence by the end of 2025[115](index=115&type=chunk) [Discovery Park](index=33&type=section&id=Discovery%20Park) Discovery Park is being redeveloped as a "green energy" hub, shifting focus to large-scale data centers, land-based aquaculture, and emerging offshore aquaculture, leveraging its renewable hydropower and established industrial infrastructure The park has received in-principle approval for its remediation plan and confirmed a post-tax fair value gain of 96.4 million HKD - Discovery Park, located in Campbell River, British Columbia, spans **1,200 acres** and features an industrial-grade substation with access to renewable hydropower, a solid industrial waste landfill, wastewater treatment facilities, and deep-water port access[116](index=116&type=chunk) - The Group has shelved previous plans for a circular economy hub and is now focusing on large-scale data centers, land-based aquaculture, and emerging offshore aquaculture concepts[116](index=116&type=chunk) - Discovery Park is being repositioned as a "green energy" hub, relying entirely on renewable hydropower to reduce carbon emission intensity[118](index=118&type=chunk) - In July 2025, the Group received in-principle approval from the British Columbia Ministry of Environment and Climate Change Strategy for the Discovery Park remediation plan[118](index=118&type=chunk) - CBRE, a leading independent professional real estate valuation firm, conducted a comprehensive valuation of the property at the end of 2024, confirming a post-tax fair value gain of **96.4 million HKD**[120](index=120&type=chunk) - The hydrogen project has been delayed due to the evolving geopolitical and policy environment, and the lack of binding off-take commitments[121](index=121&type=chunk) [Argentina Energy](index=35&type=section&id=Argentina%20Energy) Operating rights for Argentina's Los Blancos concession were transferred to Pampa due to an arbitration award, but High Yield retains a 50% interest, and sharply declining well production validated High Yield's reserve estimates The Tartagal Oriental & Morillo exploration license was not renewed, with an appeal ongoing The Group is gradually divesting from Argentina due to macroeconomic challenges and political uncertainty - High Yield Group Limited (a wholly-owned subsidiary of the Group) operates the Los Blancos concession, holding a **50%** participating interest with Pampa Energia S.A[125](index=125&type=chunk) - The arbitration tribunal ruled on August 21, 2024, that High Yield breached operator obligations and must transfer Los Blancos' operating rights to Pampa, while retaining a **50%** participating interest[127](index=127&type=chunk) - Oil production from the X-2001 well has declined by over **90%** from a peak of **1,400 barrels per day** to approximately **120 barrels per day**, validating NSAI's (a consulting firm engaged by High Yield) estimate of **1.5 million barrels** of recoverable reserves[126](index=126&type=chunk) - The Tartagal Oriental & Morillo (TO&M) exploration license extension was rejected on September 17, 2019, and the Salta Province Supreme Court ruled against High Yield on July 25, 2024, with High Yield having filed an appeal[130](index=130&type=chunk) - The Argentine Peso depreciated by **15%** against the US dollar, with an inflation rate of **15.1%** The Group continues to evaluate options for High Yield and is divesting from Argentina[131](index=131&type=chunk)[132](index=132&type=chunk) [Precious Metals Refining and Trading](index=37&type=section&id=Precious%20Metals%20Refining%20and%20Trading) Grand Shine's precious metals refining and trading business recorded a segment loss of 8.6 million HKD, a 37% reduction from the prior period Total revenue grew 60% to 6,967.7 million HKD, driven by rising gold prices and increased trading volume The company employs an active hedging strategy and actively seeks international expansion Post-reporting period, 49% of Grand Shine's shares were conditionally sold - Grand Shine recorded a segment loss of **8.6 million HKD**, a **37%** reduction from the prior period[134](index=134&type=chunk) - Total revenue reached approximately **6,967.7 million HKD**, a **60%** increase from the prior period in 2024, primarily driven by rising gold prices, with overall trading volume increasing by approximately **18%**[134](index=134&type=chunk) - Grand Shine follows an active hedging strategy to manage gold price volatility[134](index=134&type=chunk) - To enhance long-term competitiveness and reduce reliance on a single market, Grand Shine is actively pursuing international expansion of its precious metals trading and refining business[135](index=135&type=chunk) - On July 24, 2025, an indirect wholly-owned subsidiary of the Company conditionally disposed of **49%** of Grand Shine's shares and shareholder loans, making Grand Shine an indirect non-wholly-owned subsidiary of the Company[136](index=136&type=chunk) [Outlook for the Remainder of 2025 and Beyond](index=38&type=section&id=Outlook%20for%20the%20Remainder%20of%202025%20and%20Beyond) The Group will continue to focus on business diversification and international expansion to navigate global changes With a solid financial foundation, it will prioritize Discovery Park's data center and aquaculture projects, leverage Montney asset opportunities, and expand the precious metals business internationally to create long-term shareholder value - The Group is actively pursuing business diversification and expanding its international footprint to address geopolitical uncertainties and the transition towards a low-carbon future[138](index=138&type=chunk) - Discovery Park will focus on finalizing power supply arrangements with BC Hydro, advancing land clearing work, and establishing strategic partnerships in the data center and aquaculture industries[138](index=138&type=chunk) - The Montney assets offer multiple drilling and evaluation opportunities and will benefit from the commissioning of the LNG Canada export facility; the Group is evaluating long-term partnerships to convert natural gas into stable sales, including data center applications[140](index=140&type=chunk) - The precious metals refining and trading business will actively pursue international expansion to broaden its customer base, diversify supply sources, and mitigate geographical concentration risk[140](index=140&type=chunk) [Financial Review](index=39&type=section&id=Financial%20Review) For the six months ended June 30, 2025, the Group's revenue was 7,085.8 million HKD, primarily contributed by precious metals sales A gross loss of 38.9 million HKD and a post-tax loss of 61.1 million HKD were recorded General and administrative expenses and finance costs both decreased The Group maintained a healthy net working capital and cash and bank balances - The Group's revenue was **7,085.8 million HKD** (2024: **4,517.7 million HKD**), with precious metals sales contributing **6,967.7 million HKD** and oil and gas product revenue contributing **118.1 million HKD**[142](index=142&type=chunk) - The gross loss for the period was **38.9 million HKD** (2024: gross profit of **33.0 million HKD**), primarily due to weak natural gas prices in Canada[143](index=143&type=chunk) - Other income, gains and losses, net, amounted to **20.5 million HKD**, a decrease of approximately **39%** from the prior period in 2024[143](index=143&type=chunk) - General and administrative expenses were **46.9 million HKD**, a decrease of approximately **25%** from the prior period in 2024 Finance costs were **8.6 million HKD**, a decrease from the prior period in 2024[144](index=144&type=chunk) - Loss attributable to owners of the Company was **61.1 million HKD** (2024: **24.9 million HKD**), with basic and diluted loss per share of **0.70 HK cents**[145](index=145&type=chunk) - Net working capital was **206.1 million HKD** (December 31, 2024: **202.0 million HKD**), and cash and bank balances were **473.7 million HKD** (December 31, 2024: **486.7 million HKD**)[146](index=146&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=40&type=section&id=Capital%20Structure,%20Liquidity%20and%20Financial%20Resources) The Group has 161.7 million HKD in unutilized proceeds from a public offering, planned for energy and renewable energy investments The Group maintains a robust liquidity position with no external borrowings and a debt ratio of 0% - The unutilized balance of proceeds from the public offering is **161.7 million HKD**, expected to be used for investments in oil and gas, power generation, and renewable energy, and is anticipated to be utilized by or before the year ended December 31, 2026[147](index=147&type=chunk)[148](index=148&type=chunk)[150](index=150&type=chunk) - The Group maintains a treasury policy of investing surplus cash, primarily held in time deposits with licensed banks[150](index=150&type=chunk) - Net current assets were **504.6 million HKD** (December 31, 2024: **554.7 million HKD**), and highly liquid assets were **502.8 million HKD** (December 31, 2024: **517.7 million HKD**)[151](index=151&type=chunk) - Total equity of the Group was **1,018.6 million HKD** (December 31, 2024: **1,062.4 million HKD**), with a debt ratio of **32.1%** (December 31, 2024: **25.6%**)[151](index=151&type=chunk) - The Group has no unsecured debt securities or unsecured short-term loans, resulting in a debt-to-equity ratio of **0%**[153](index=153&type=chunk) [Principal Risks and Uncertainties](index=42&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces multiple risks including business development, supply chain, geological exploration, operational, commodity price volatility, credit, liquidity, interest rate, currency, and share price risks The company manages these through diversified customers/suppliers, professional teams, and insurance - The commodity refining and trading business faces development and supply chain risks, mitigated by developing a customer base and expanding the supplier base[157](index=157&type=chunk) - Oil and gas product business activities are susceptible to geological, exploration, and development risks, managed by establishing comprehensive technical and operational teams, meticulous planning, and expert support[157](index=157&type=chunk) - Canadian operations face wildfire risks, mitigated by measures such as property and business interruption insurance[157](index=157&type=chunk) - The Group is exposed to credit risk, liquidity risk, interest rate risk, currency risk, price risk arising from fluctuations in crude oil, natural gas, and commodity prices, and share price risk arising from equity securities investments[157](index=157&type=chunk) [Foreign Exchange Risk](index=42&type=section&id=Foreign%20Exchange%20Risk) The Group's assets and liabilities are primarily denominated in HKD, USD, CAD, Argentine Peso, and RMB Foreign exchange risk mainly arises from exploration and production activities in Canada and Argentina and investments in foreign companies The Group currently has no foreign currency hedging policy but continuously monitors the risk - The Group's assets and liabilities are primarily denominated in Hong Kong dollars, US dollars, Canadian dollars, Argentine Pesos, and Renminbi[158](index=158&type=chunk) - Currency foreign exchange risk primarily arises from the Group's exploration and production activities in Canada and Argentina and investments in foreign companies[158](index=158&type=chunk) - The Group currently has no foreign currency hedging policy, but management continuously monitors foreign exchange risk[158](index=158&type=chunk) [Employees](index=42&type=section&id=Employees) As of June 30, 2025, the Group employed 122 permanent employees globally, with total employee remuneration amounting to 46.6 million HKD The company offers competitive compensation packages, retirement benefit plans, and training - As of June 30, 2025, the Group employed a total of **122** permanent employees in Hong Kong, Canada, Argentina, and China (December 31, 2024: **134** employees)[159](index=159&type=chunk) - For the six months ended June 30, 2025, total employee remuneration (including directors' remuneration and benefits) was **46.6 million HKD** (2024: **51.7 million HKD**)[159](index=159&type=chunk) - The Group provides its employees with competitive remuneration packages and has established mandatory defined contribution retirement benefit schemes[159](index=159&type=chunk) [Relationships with Suppliers, Customers and Other Stakeholders](index=43&type=section&id=Relationships%20with%20Suppliers,%20Customers%20and%20Other%20Stakeholders) The Group values good relationships with its suppliers, customers, social groups, and governments, with no significant disputes for the six months ended June 30, 2025, except as disclosed in Note 23 - The Group had no material or significant disputes with its suppliers, customers, and/or stakeholders for the six months ended June 30, 2025, except as disclosed in Note 23 to these interim financial information[161](index=161&type=chunk) [Significant Acquisitions and Disposals](index=43&type=section&id=Significant%20Acquisitions%20and%20Disposals) For the six months ended June 30, 2025, the Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures - The Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures for the six months ended June 30, 2025[162](index=162&type=chunk) [Significant Investments](index=43&type=section&id=Significant%20Investments) As of June 30, 2025, the Group held financial assets at fair value through profit or loss of 29.1 million HKD, but no single investment accounted for more than 5% of total assets, thus no significant investments The investment strategy aims to maximize returns on idle funds - As of June 30, 2025, the Group held financial assets at fair value through profit or loss (including listed equity securities and listed debt securities) amounting to **29.1 million HKD**[163](index=163&type=chunk) - No single investment accounted for more than **5%** of the Group's total assets, thus no significant investments were made[163](index=163&type=chunk) - The Group adopts a prudent investment strategy for surplus funds, aiming to maximize returns on idle funds[163](index=163&type=chunk) [Conclusion](index=43&type=section&id=Conclusion) The Group thanks all employees and shareholders for their support and is committed to continued development and growth, strengthening its financial position and business foundation to enhance long-term shareholder value - The Group sincerely thanks all employees and shareholders for their strong support[164](index=164&type=chunk) - The Group will continue to develop and grow, committed to strengthening its financial position and business foundation to enhance long-term shareholder value[164](index=164&type=chunk) [Other Information](index=43&type=section&id=Other%20Information) [Share Option Scheme](index=45&type=section&id=Share%20Option%20Scheme) The company adopted a new share option scheme in 2022 to reward contributors and attract talent The scheme sets out provisions for the number of shares, individual limits, exercise period, and exercise price For the six months ended June 30, 2025, no share options were granted, exercised, cancelled, or lapsed - The Company's new share option scheme was approved at the Annual General Meeting on June 23, 2022, replacing the old scheme[165](index=165&type=chunk) - The share option scheme aims to provide incentives or rewards to eligible participants who have contributed or will contribute to the Group and/or to enable the Group to recruit and retain excellent employees and attract valuable human resources[165](index=165&type=chunk) - The maximum number of shares that may be issued upon exercise of all share options shall not exceed **10%** of the Company's issued shares on the date of approval of the limit[165](index=165&type=chunk) - The exercise period for share options shall not exceed **10 years** from the date of grant[167](index=167&type=chunk) - During the review period, no share options were granted, lapsed, or cancelled under the share option scheme[170](index=170&type=chunk)[171](index=171&type=chunk) - As of June 30, 2025, the total number of outstanding and unexercised share options was **80 million shares**, representing **0.92%** of the Company's issued share capital[172](index=172&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=46&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) During the review period, neither the company nor its subsidiaries, holding companies, or subsidiaries of holding companies entered into any arrangements enabling directors to benefit from acquiring shares or debentures of the company or any other body corporate - At no time during the review period did the Company or any of its subsidiaries or holding companies or any subsidiary of its holding company enter into any arrangements to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate[175](index=175&type=chunk) [Directors' Interests in Securities](index=46&type=section&id=Directors'%20Interests%20in%20Securities) As of June 30, 2025, several directors held share options in the Company, with Executive Director Mr. Tang Wing Yan holding 50 million shares Executive Director Mr. Cheng Kam Chuen also held interests in shares of Chow Tai Fook Jewellery Group Limited and Chow Tai Fook Enterprises Limited Directors' Long Positions in the Company's Shares (As of June 30, 2025) | Director Name | Capacity/Nature of Interest | Number of Shares Held | Number of Share Options | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | | Cheng Kam Chuen | Beneficial owner | – | 50,000,000 | Not applicable | | Tang Wing Yan | Beneficial owner | 50,000,000 | 0 | 0.57% | | Li Chi Huen | Beneficial owner | – | 7,500,000 | Not applicable | | Yung Chun Fai | Beneficial owner | – | 7,500,000 | Not applicable | | Chiu Wai On | Beneficial owner | – | 7,500,000 | Not applicable | | Wong Wai Tak | Beneficial owner | – | 7,500,000 | Not applicable | - Mr. Cheng Kam Chuen holds more than one-third of the total shares in Yueford Corporation and Manor Investment Holdings Ltd., and is therefore deemed to have an interest in the shares of Chow Tai Fook Jewellery Group Limited (representing **5.23%** of the issued voting shares)[179](index=179&type=chunk)[180](index=180&type=chunk) - Mr. Cheng Kam Chuen also holds an interest in the shares of Chow Tai Fook Enterprises Limited (representing **0.15%** of the issued voting shares)[181](index=181&type=chunk) [Interests of Major Shareholders](index=48&type=section&id=Interests%20of%20Major%20Shareholders) As of June 30, 2025, New Times Enterprises Limited was the largest beneficial owner of the Company, holding 65.63% of the issued ordinary shares Chow Tai Fook Nominee Limited, Chow Tai Fook (Holding) Limited, Chow Tai Fook Capital Limited, and their holding companies also held significant shares through controlled corporations Major Shareholders' Long Positions in the Company's Issued Ordinary Shares (As of June 30, 2025) | Shareholder Name | Capacity/Nature of Interest | Number of Issued Ordinary Shares Held | Approximate Percentage of Total Issued Share Capital | | :--- | :--- | :--- | :--- | | New Times Enterprises Limited | Beneficial owner | 5,737,129,098 | 65.63% | | Chow Tai Fook Nominee Limited | Interest in controlled corporation | 5,737,129,098 | 65.63% | | Chow Tai Fook (Holding) Limited | Interest in controlled corporation | 5,761,900,848 | 65.91% | | Chow Tai Fook Capital Limited | Interest in controlled corporation | 5,761,900,848 | 65.91% | | Cheng Yu Tung Family (Holdings) Limited | Interest in controlled corporation | 5,761,900,848 | 65.91% | | Cheng Yu Tung Family (Holdings II) Limited | Interest in controlled corporation | 5,761,900,848 | 65.91% | | Elberta Holdings Limited | Beneficial owner | 794,850,000 | 9.09% | - All issued share capital of New Times is legally and beneficially owned by Chow Tai Fook Nominee[189](index=189&type=chunk) - Chow Tai Fook Nominee directly holds **100%** interest in New Times, Chow Tai Fook Holding directly holds **99.70%** interest in Chow Tai Fook Nominee, and CTFC directly holds **81.03%** interest in Chow Tai Fook Holding[189](index=189&type=chunk) [Corporate Governance and Other Information](index=49&type=section&id=Corporate%20Governance%20and%20Other%20Information) The Company is committed to maintaining high standards of corporate governance, complying with the Corporate Governance Code, and ensuring a diverse Board with an Audit Committee The company adheres to public float requirements and relevant laws, has not recommended an interim dividend, and has no significant changes in directors' information [Corporate Governance Code](index=49&type=section&id=Corporate%20Governance%20Code) The Company has adopted and applied the principles of the code provisions set out in Appendix C1 of the Listing Rules' Corporate Governance Code and has complied with all applicable code provisions for the six months ended June 30, 2025 - The Company has adopted and applied the principles of the code provisions set out in Appendix C1 of the Listing Rules' Corporate Governance Code[187](index=187&type=chunk) - The Directors believe that the Company has complied with all applicable code provisions of the Corporate Governance Code for the six months ended June 30, 2025[187](index=187&type=chunk) [Board Composition and Board Practices](index=49&type=section&id=Board%20Composition%20and%20Board%20Practices) The Board comprises six directors, including two executive, one non-executive, and three independent non-executive directors, with over one-third being independent non-executive directors and one female director The Chairman meets with independent non-executive directors at least once a year - As of June 30, 2025, the Board comprised a total of **six** directors, including two executive directors, one non-executive director, and three independent non-executive directors[188](index=188&type=chunk) - More than one-third of the Board members are independent non-executive directors, and more than one director possesses appropriate professional qualifications or expertise in accounting or related financial management[188](index=188&type=chunk) - As of August 27, 2025, the Board has one female director, complying with Listing Rule 13.92 which became effective on January 1, 2022[190](index=190&type=chunk) - The Chairman meets with the independent non-executive directors at least once a year without the presence of other directors[190](index=190&type=chunk) [Model Code for Securities Transactions by Directors](index=50&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted the Model Code set out in Appendix C3 of the Listing Rules, and all directors have confirmed their compliance with the code for the six months ended June 30, 2025 - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules[191](index=191&type=chunk) - Following specific inquiries to all Directors, each Director has confirmed compliance with the required standards set out in the Model Code for the six months ended June 30, 2025[191](index=191&type=chunk) [Pre-emptive Rights](index=50&type=section&id=Pre-emptive%20Rights) There are no provisions regarding pre-emptive rights under the Company's bye-laws or Bermuda law, meaning the Company is not required to offer new shares proportionally to existing shareholders - There are no provisions regarding pre-emptive rights under the Company's bye-laws or the laws of Bermuda[192](index=192&type=chunk) [Audit Committee](index=50&type=section&id=Audit%20Committee) The Audit Committee comprises five directors, with a majority being independent non-executive directors, and is chaired by Mr. Chiu Wai On, who possesses professional qualifications The Committee has reviewed the Group's interim results for the six months ended June 30, 2025, confirming compliance with applicable accounting standards and Listing Rules - The Company's Audit Committee comprises five directors, with a majority being independent non-executive directors, and is chaired by independent non-executive director Mr. Chiu Wai On[193](index=193&type=chunk) - The Audit Committee is primarily responsible for reviewing the effectiveness of the Company's financial controls, internal controls, and risk management systems, and ensuring that the Company's financial performance is properly measured and reported[193](index=193&type=chunk) - The Audit Committee believes that the unaudited condensed consolidated interim financial information and interim report comply with applicable accounting standards and the Listing Rules and have made adequate disclosures[193](index=193&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=51&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Listed%20Securities) During the review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's securities listed on the Stock Exchange - During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities listed on the Stock Exchange[195](index=195&type=chunk) [Public Float](index=51&type=section&id=Public%20Float) As of June 30, 2025, and the date of this report, the Company complied with the 25% public float requirement of the Listing Rules - As of June 30, 2025, and the date of this report, the Company complied with the **25%** public float requirement of the Listing Rules[196](index=196&type=chunk) [Compliance with Relevant Laws and Regulations](index=51&type=section&id=Compliance%20with%20Relevant%20Laws%20and%20Regulations) The Group has complied in all material respects with relevant laws and regulations significantly affecting its business and operations, with no serious breaches occurring during t

[Definitions](index=3&type=section&id=Definitions) This chapter provides definitions of key terms and abbreviations used in the report, ensuring a clear understanding of professional terminology - This section defines key terms and abbreviations such as "Articles of Association," "Corporate Governance Code," "Directors' Restricted Share Unit Scheme," "the Group," and "Controlling Shareholder" to ensure clear understanding[3](index=3&type=chunk)[4](index=4&type=chunk)[5](index=5&type=chunk)[6](index=6&type=chunk)[7](index=7&type=chunk)[8](index=8&type=chunk)[9](index=9&type=chunk)[10](index=10&type=chunk) [Company Information](index=6&type=section&id=Company%20Information) This chapter provides key company information including board members, committee compositions, registered office, auditors, and principal bankers - The company's board of directors includes executive directors Mr. Xu Bingzhong (Chairman and CEO), Ms. Cai Wenjun, Ms. Yu Zhen, Mr. He Daqing, and independent non-executive directors Mr. Li Dong, Mr. Wang Renrong, Mr. Huang Xiangming (resigned), and Mr. Lu Xunfu (newly appointed)[11](index=11&type=chunk) - The composition and chairpersons of the Audit, Remuneration, and Nomination Committees are specified, with Mr. Huang Xiangming resigning from the Audit Committee and Mr. Lu Xunfu being appointed[11](index=11&type=chunk) - The company's registered office is in the Cayman Islands, its headquarters and principal place of business in China are in Wuhan, Hubei Province, and its principal place of business in Hong Kong is on Castle Peak Road, Tuen Mun[11](index=11&type=chunk)[12](index=12&type=chunk) - The company's auditor is PricewaterhouseCoopers, and its principal bankers include China Merchants Bank Wuhan Optics Valley Technology Sub-branch and Industrial and Commercial Bank of China (Asia) Limited[14](index=14&type=chunk) - The company's stock codes are Hong Kong: 9869, Singapore: HLS, and its website is www.helensbar.com[14](index=14&type=chunk) [Financial Highlights](index=8&type=section&id=Financial%20Highlights) For the six months ended June 30, 2025, the company experienced a significant decrease in both revenue and profit attributable to owners Financial Highlights for the Six Months Ended June 30 | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 291,145 | 441,294 | | Profit before income tax | 51,899 | 69,459 | | Profit for the period attributable to owners of the Company | 50,331 | 69,677 | - For the six months ended June 30, 2025, the company's revenue decreased by **34.0%** year-on-year, and profit attributable to owners of the Company decreased by **27.8%** year-on-year[16](index=16&type=chunk) [Business Review](index=9&type=section&id=Business%20Review) This chapter outlines the company's tavern network expansion, operational metrics, same-store performance, and gross profit contribution from signature products [Tavern Network Distribution](index=9&type=section&id=Tavern%20Network%20Distribution) As of June 30, 2025, the Group's total store network increased to 580, further growing to 583 by August 26, with continued expansion of the "Helen's Partner" network and a restart of self-operated store plans in May 2025 to enhance operational performance through new openings and upgrades - As of June 30, 2025, the Group's total store network increased from **560** at the beginning of 2025 to **580**, further growing to **583** by August 26, 2025[18](index=18&type=chunk) - In May 2025, the company relaunched its self-operated store plan, aiming to enhance operational performance by opening new stores in new markets and upgrading existing stores in established markets, thereby improving store environment and experience while reducing rent and labor costs[18](index=18&type=chunk) Tavern Network Distribution (by City Tier) | City Tier | As of August 26, 2025 | As of June 30, 2025 | As of December 31, 2024 | As of June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Tier 1 City Taverns | 36 | 36 | 35 | 37 | | Tier 2 City Taverns | 140 | 140 | 146 | 172 | | Tier 3 and Below City Taverns | 402 | 399 | 375 | 323 | | Taverns Outside Mainland China | 5 | 5 | 4 | 5 | | **Total** | **583** | **580** | **560** | **537** | Tavern Network Distribution (by Operating Model) | Store Type | As of August 26, 2025 | As of June 30, 2025 | As of December 31, 2024 | As of June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Self-operated Taverns | 109 | 109 | 112 | 187 | | Franchise Taverns | 39 | 39 | 42 | 67 | | "Helen's Partner" Taverns | 435 | 432 | 406 | 283 | | **Total** | **583** | **580** | **560** | **537** | [Operating Metrics](index=10&type=section&id=Operating%20Metrics) In the first half of 2025, the average daily turnover of self-operated and franchise taverns generally increased, with Tier 2 cities showing prominent performance, while "Helen's Partner" taverns experienced a general decline in average daily turnover Average Daily Turnover per Self-operated and Franchise Tavern (RMB thousands) | City Tier | 2025 | 2024 | | :--- | :--- | :--- | | Tier 1 Cities | 9.0 | 8.7 | | Tier 2 Cities | 8.8 | 7.4 | | Tier 3 and Below Cities | 7.7 | 7.2 | | **Overall** | **8.3** | **7.5** | Average Daily Turnover per 'Helen's Partner' Tavern (RMB thousands) | Store Type | Store Area (square meters) | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Premium Store | 240–260 | 5.0 | 6.1 | | Quality Store | 150–240 | 4.0 | 5.3 | | Boutique Store | 90–150 | 3.6 | 4.7 | | **Overall** | **90–260** | **4.2** | **5.4** | [Same-Store Performance](index=11&type=section&id=Same-Store%20Performance) Despite a **17.6%** decrease in same-store average daily sales in H1 2025, Q2 same-store operating profit margin improved year-on-year due to enhanced product gross margin, reduced rent, and increased labor efficiency, with the company actively implementing measures to restore same-store performance Same-Store Sales Performance | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Number of Same Stores | 142 | 142 | | Same-Store Turnover | 229,239.53 | 279,116.30 | | Same-Store Turnover Growth Rate (%) | -17.9 | - | | Same-Store Average Daily Turnover | 1,274.40 | 1,546.22 | | Same-Store Average Daily Turnover Growth Rate (%) | -17.6 | - | | Same-Store Average Daily Turnover per Store | 9.0 | 10.9 | | Same-Store Average Daily Turnover per Store Growth Rate (%) | -17.6 | - | - In the first half of 2025, same-store average daily sales decreased, but the second quarter's same-store operating profit margin at the store level improved year-on-year due to measures such as increasing product gross margin, reducing rent costs, and improving labor efficiency[26](index=26&type=chunk) - The company is actively implementing measures to restore same-store performance, including deepening performance incentives, optimizing operational management, refining the product matrix, and strengthening marketing system construction[26](index=26&type=chunk) [Contribution Gross Profit of Signature Products](index=11&type=section&id=Contribution%20Gross%20Profit%20of%20Signature%20Products) Under scientific supply chain management and brand effects from scale expansion, the contribution gross profit margins for both self-owned and third-party brand alcoholic beverages in self-operated taverns significantly increased year-on-year Contribution Gross Profit of Signature Products in Self-operated Taverns | Product Type | Metric | 2025 (RMB thousands/%) | 2024 (RMB thousands/%) | | :--- | :--- | :--- | :--- | | All Helen's Self-owned Alcoholic Beverages | Contribution Gross Profit | 73,777 | 124,458 | | | Contribution Gross Profit Margin | 80.2% | 78.3% | | All Third-party Brand Alcoholic Beverages | Contribution Gross Profit | 28,014 | 42,773 | | | Contribution Gross Profit Margin | 57.8% | 53.7% | - The contribution gross profit margin for self-owned alcoholic beverages increased from **78.3%** to **80.2%**, and for third-party brand alcoholic beverages from **53.7%** to **57.8%**, primarily due to enhanced supply chain management capabilities and increased scale[28](index=28&type=chunk)[29](index=29&type=chunk) [Management Discussion and Analysis](index=12&type=section&id=Management%20Discussion%20and%20Analysis) This chapter provides an in-depth analysis of the company's financial performance, balance sheet position, and future development strategies for the first half of 2025 [Performance Review and Outlook](index=12&type=section&id=Performance%20Review%20and%20Outlook) In H1 2025, revenue decreased to **RMB 291.1 million** due to fewer existing stores and lower same-store daily sales, yet the company achieved a healthy profit of **RMB 50.3 million**; it continues to expand the "Helen's Partner" network, restart self-operated store plans, and optimize supply chain management and gross margins to counter market weakness, with future plans to stabilize the self-operated network, develop franchise models, and explore new concepts like "third spaces" - Revenue for the first half of 2025 was **RMB 291.1 million**, a decrease from **RMB 441.3 million** in the first half of 2024, primarily due to a reduction in the number of existing stores and lower same-store daily sales[30](index=30&type=chunk) - Despite a weak catering consumer market, profit for the period attributable to owners of the Company still reached **RMB 50.3 million** in the first half of 2025[30](index=30&type=chunk) - The contribution gross profit margin for self-operated taverns increased from **70%** in H1 2024 to **74%** in H1 2025, and for self-owned alcoholic beverages from **78.3%** to **80.2%**, benefiting from supply chain management and brand effects[31](index=31&type=chunk) - Looking ahead, the company will stabilize and expand its self-operated store network, develop its franchise network through continuously optimized "Helen's Partner" store models, strengthen integrated supply chain management and space environment creation capabilities, and explore new models such as "third spaces"[32](index=32&type=chunk) [Revenue](index=13&type=section&id=Revenue) For the six months ended June 30, 2025, the company's revenue decreased by **34.0%** year-on-year to **RMB 291.1 million**, primarily due to fewer existing stores and lower same-store daily sales, with self-operated business revenue accounting for **62.9%** and franchise business revenue for **37.1%** of total revenue - Revenue decreased by **34.0%** from **RMB 441.3 million** in the first half of 2024 to **RMB 291.1 million** in the first half of 2025[34](index=34&type=chunk) - The decrease in revenue was primarily due to a reduction in the number of existing stores (self-operated taverns and franchise taverns) and lower same-store daily sales[34](index=34&type=chunk) Revenue Breakdown by Segment and Service | Item | 2025 Revenue (RMB thousands) | 2025 % of Total Revenue | 2024 Revenue (RMB thousands) | 2024 % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Helen's Self-owned Products | 128,264 | 44.1 | 222,568 | 50.4 | | Third-party Brand Alcoholic Beverages | 48,462 | 16.6 | 79,692 | 18.1 | | Other Products and Revenue | 6,400 | 2.2 | 8,674 | 2.0 | | **Subtotal Self-operated Business Revenue** | **183,126** | **62.9** | **310,934** | **70.5** | | Franchise Business Revenue | 108,019 | 37.1 | 130,360 | 29.5 | | **Total** | **291,145** | **100** | **441,294** | **100** | [Other Income](index=13&type=section&id=Other%20Income) For the six months ended June 30, 2025, other income increased by **250.0%** year-on-year to **RMB 0.7 million**, primarily due to rental income from office assets used for leasing - Other income increased by **250.0%** from **RMB 0.2 million** in the first half of 2024 to **RMB 0.7 million** in the first half of 2025[38](index=38&type=chunk) - The increase was primarily due to rental income generated from leasing out a portion of office building assets[38](index=38&type=chunk) [Cost of Raw Materials and Consumables Used](index=14&type=section&id=Cost%20of%20Raw%20Materials%20and%20Consumables%20Used) For the six months ended June 30, 2025, the cost of raw materials and consumables used decreased by **27.1%** year-on-year to **RMB 116.1 million**, primarily due to reduced revenue and quantity of raw materials required - The cost of raw materials and consumables used decreased by **27.1%** from **RMB 159.3 million** in the first half of 2024 to **RMB 116.1 million** in the first half of 2025[39](index=39&type=chunk) - The decrease was primarily due to reduced revenue and a lower quantity of raw materials and consumables required[39](index=39&type=chunk) [Employee Benefits and Human Resources Service Expenses](index=14&type=section&id=Employee%20Benefits%20and%20Human%20Resources%20Service%20Expenses) For the six months ended June 30, 2025, employee benefits and human resources service expenses decreased by **36.2%** year-on-year to **RMB 61.6 million**, primarily due to a reduction in the number of employees - Employee benefits and human resources service expenses decreased by **36.2%** from **RMB 96.5 million** in the first half of 2024 to **RMB 61.6 million** in the first half of 2025[40](index=40&type=chunk) - The decrease was primarily due to a reduction in the number of employees, leading to a corresponding decrease in employee wages and benefits[40](index=40&type=chunk) [Depreciation of Right-of-Use Assets](index=14&type=section&id=Depreciation%20of%20Right-of-Use%20Assets) For the six months ended June 30, 2025, depreciation of right-of-use assets decreased by **47.3%** year-on-year to **RMB 16.7 million**, primarily due to the termination of lease contracts for certain self-operated taverns under the company's strategic transformation - Depreciation of right-of-use assets decreased by **47.3%** from **RMB 31.7 million** in the first half of 2024 to **RMB 16.7 million** in the first half of 2025[41](index=41&type=chunk) - The decrease was primarily due to the termination of lease contracts for certain self-operated taverns as part of the company's strategic transformation and optimization adjustments[41](index=41&type=chunk) [Depreciation of Property, Plant and Equipment](index=14&type=section&id=Depreciation%20of%20Property%2C%20Plant%20and%20Equipment) For the six months ended June 30, 2025, depreciation of property, plant and equipment decreased by **50.6%** year-on-year to **RMB 15.9 million**, primarily due to a reduction in related assets as the number of self-operated taverns declined - Depreciation of property, plant and equipment decreased by **50.6%** from **RMB 32.2 million** in the first half of 2024 to **RMB 15.9 million** in the first half of 2025[42](index=42&type=chunk) - The decrease was primarily due to a reduction in property, plant and equipment for self-operated taverns as the number of taverns declined[42](index=42&type=chunk) [Depreciation of Investment Properties](index=14&type=section&id=Depreciation%20of%20Investment%20Properties) For the six months ended June 30, 2025, the company incurred **RMB 1.7 million** in depreciation of investment properties, primarily due to the reclassification of certain office building assets for rental purposes - Depreciation of investment properties was **RMB 1.7 million** in the first half of 2025 (first half of 2024: nil)[43](index=43&type=chunk) - This was primarily due to the reclassification of certain office building assets for rental purposes into investment properties, subsequently incurring depreciation[43](index=43&type=chunk) [Short-term Leases and Other Related Expenses](index=14&type=section&id=Short-term%20Leases%20and%20Other%20Related%20Expenses) For the six months ended June 30, 2025, short-term leases and other related expenses decreased by **47.6%** year-on-year to **RMB 9.7 million**, primarily due to reduced short-term staff dormitory leases resulting from tavern network optimization and a decrease in self-operated tavern employees - Short-term leases and other related expenses decreased by **47.6%** from **RMB 18.5 million** in the first half of 2024 to **RMB 9.7 million** in the first half of 2025[44](index=44&type=chunk) - The decrease was primarily due to tavern network optimization adjustments and a reduction in the number of self-operated tavern employees, leading to fewer short-term staff dormitory leases[44](index=44&type=chunk) [Energy Consumption Expenses](index=14&type=section&id=Energy%20Consumption%20Expenses) For the six months ended June 30, 2025, energy consumption expenses decreased by **50.5%** year-on-year to **RMB 4.8 million**, primarily due to a corresponding reduction in electricity, network, and dormitory utility costs as the number of taverns decreased - Energy consumption expenses decreased by **50.5%** from **RMB 9.7 million** in the first half of 2024 to **RMB 4.8 million** in the first half of 2025[45](index=45&type=chunk) - The decrease was primarily due to a reduction in the number of taverns, leading to a corresponding decrease in electricity, network energy, and dormitory utility costs[45](index=45&type=chunk) [Travel and Related Expenses](index=15&type=section&id=Travel%20and%20Related%20Expenses) For the six months ended June 30, 2025, travel and related expenses decreased by **50.0%** year-on-year to **RMB 2.4 million**, primarily due to the company's implementation of refined management and cost-saving measures - Travel and related expenses decreased by **50.0%** from **RMB 4.8 million** in the first half of 2024 to **RMB 2.4 million** in the first half of 2025[47](index=47&type=chunk) - The decrease was primarily due to the company's implementation of refined management and cost-saving measures[47](index=47&type=chunk) [Secondary Listing Expenses](index=15&type=section&id=Secondary%20Listing%20Expenses) For the six months ended June 30, 2025, the company incurred no secondary listing expenses, compared to **RMB 12.2 million** in the same period last year - There were no secondary listing expenses in the first half of 2025, compared to **RMB 12.2 million** in the first half of 2024[48](index=48&type=chunk) [Advertising and Promotion Expenses](index=15&type=section&id=Advertising%20and%20Promotion%20Expenses) For the six months ended June 30, 2025, advertising and promotion expenses decreased by **72.8%** year-on-year to **RMB 2.2 million**, primarily due to refined management of online promotions - Advertising and promotion expenses decreased by **72.8%** from **RMB 8.1 million** in the first half of 2024 to **RMB 2.2 million** in the first half of 2025[49](index=49&type=chunk) - The decrease was primarily due to refined management of online promotions[49](index=49&type=chunk) [Net Reversal/(Provision) for Impairment Loss on Trade Receivables](index=15&type=section&id=Net%20Reversal%2F%28Provision%29%20for%20Impairment%20Loss%20on%20Trade%20Receivables) For the six months ended June 30, 2025, the company recorded a net reversal of impairment loss on trade receivables of **RMB 19,000**, compared to an impairment loss of **RMB 0.4 million** in the same period last year - The net reversal of impairment loss on trade receivables was **RMB 19,000** in the first half of 2025, compared to an impairment loss of **RMB 0.4 million** in the first half of 2024[50](index=50&type=chunk) [Other Expenses](index=15&type=section&id=Other%20Expenses) For the six months ended June 30, 2025, other expenses decreased by **33.0%** year-on-year to **RMB 20.1 million**, primarily due to a corresponding reduction in daily operating and maintenance expenses as the number of taverns decreased - Other expenses decreased by **33.0%** from **RMB 30.0 million** in the first half of 2024 to **RMB 20.1 million** in the first half of 2025[51](index=51&type=chunk) - The decrease was primarily due to a reduction in the number of taverns, leading to a corresponding decrease in daily operating and maintenance expenses[51](index=51&type=chunk) [Net Other Losses](index=15&type=section&id=Net%20Other%20Losses) For the six months ended June 30, 2025, the company recorded net other losses of **RMB 4.2 million**, primarily comprising gains from tavern optimization adjustments, exchange losses, and fair value changes of financial assets - Net other losses for the first half of 2025 amounted to **RMB 4.2 million**[52](index=52&type=chunk) - This primarily includes **RMB 3.5 million** in gains from tavern optimization and adjustments (comprising gains on disposal of property, plant and equipment, losses on lease deposits, penalties and compensation for early lease termination, and gains on lease termination), **RMB 8.0 million** in exchange losses, and approximately **RMB 0.3 million** in fair value changes of financial assets at fair value through profit or loss[52](index=52&type=chunk) [Finance Income](index=15&type=section&id=Finance%20Income) For the six months ended June 30, 2025, finance income decreased to **RMB 19.2 million**, primarily due to a reduction in bank deposit amounts - Finance income decreased from **RMB 29.8 million** in the first half of 2024 to **RMB 19.2 million** in the first half of 2025[53](index=53&type=chunk) - The decrease was primarily due to a reduction in bank deposit amounts[53](index=53&type=chunk) [Finance Costs](index=15&type=section&id=Finance%20Costs) For the six months ended June 30, 2025, finance costs decreased by **37.7%** year-on-year to **RMB 3.8 million**, primarily due to reduced lease liabilities and consequently lower interest expenses as the number of taverns decreased - Finance costs decreased by **37.7%** from **RMB 6.1 million** in the first half of 2024 to **RMB 3.8 million** in the first half of 2025[54](index=54&type=chunk) - The decrease was primarily due to reduced lease liabilities resulting from a decrease in the number of taverns, which in turn led to lower related interest expenses[54](index=54&type=chunk) [Profit Before Income Tax](index=16&type=section&id=Profit%20Before%20Income%20Tax) For the six months ended June 30, 2025, profit before income tax was **RMB 51.9 million** with a profit margin of **17.8%**, compared to **RMB 69.5 million** and a **15.7%** profit margin in the same period last year - Profit before income tax for the first half of 2025 was **RMB 51.9 million**, with a profit margin of **17.8%**[55](index=55&type=chunk) - Profit before income tax for the first half of 2024 was **RMB 69.5 million**, with a profit margin of **15.7%**[55](index=55&type=chunk) [Income Tax (Expense)/Credit](index=16&type=section&id=Income%20Tax%20%28Expense%29%2FCredit) For the six months ended June 30, 2025, income tax expense was **RMB 1.6 million**, compared to an income tax credit of **RMB 0.2 million** in the same period last year, primarily due to the expiry of previously recognized unused tax losses as deferred tax assets - Income tax expense for the first half of 2025 was **RMB 1.6 million**, compared to an income tax credit of **RMB 0.2 million** in the first half of 2024[56](index=56&type=chunk) - The change was primarily due to the expiry of unused tax losses previously recognized as deferred tax assets[56](index=56&type=chunk) [Property, Plant and Equipment](index=16&type=section&id=Property%2C%20Plant%20and%20Equipment) As of June 30, 2025, property, plant and equipment decreased from **RMB 217.9 million** to **RMB 180.0 million**, primarily due to depreciation and the reclassification of certain assets as investment properties - Property, plant and equipment decreased from **RMB 217.9 million** as of December 31, 2024, to **RMB 180.0 million** as of June 30, 2025[57](index=57&type=chunk) - The decrease was primarily due to depreciation and the reclassification of certain property, plant and equipment as investment properties[57](index=57&type=chunk) [Intangible Assets](index=16&type=section&id=Intangible%20Assets) As of June 30, 2025, intangible assets were **RMB 32,000**, remaining largely stable compared to **RMB 41,000** as of December 31, 2024 - Intangible assets slightly decreased from **RMB 41,000** as of December 31, 2024, to **RMB 32,000** as of June 30, 2025, remaining largely stable[58](index=58&type=chunk) [Right-of-Use Assets](index=16&type=section&id=Right-of-Use%20Assets) As of June 30, 2025, right-of-use assets decreased from **RMB 95.7 million** to **RMB 91.7 million**, primarily due to depreciation and the termination of lease contracts for certain self-operated taverns - Right-of-use assets decreased from **RMB 95.7 million** as of December 31, 2024, to **RMB 91.7 million** as of June 30, 2025[59](index=59&type=chunk) - The decrease was due to depreciation and the termination of lease contracts for certain self-operated taverns as part of the company's strategic transformation and optimization adjustments[59](index=59&type=chunk) [Investment Properties](index=16&type=section&id=Investment%20Properties) As of June 30, 2025, investment properties increased from **RMB 33.0 million** to **RMB 56.9 million**, primarily due to further reclassification of office building assets for rental purposes - Investment properties increased from **RMB 33.0 million** as of December 31, 2024, to **RMB 56.9 million** as of June 30, 2025[60](index=60&type=chunk) - The increase was primarily due to the further reclassification of a portion of office building assets for rental purposes into investment properties in the first half of 2025[60](index=60&type=chunk) [Deferred Tax Assets](index=16&type=section&id=Deferred%20Tax%20Assets) As of June 30, 2025, deferred tax assets slightly decreased to **RMB 73.6 million**, primarily due to the expiry of previously recognized unused tax losses - Deferred tax assets slightly decreased from **RMB 75.2 million** as of December 31, 2024, to **RMB 73.6 million** as of June 30, 2025[61](index=61&type=chunk) - The decrease was primarily due to the expiry of unused tax losses previously recognized as deferred tax assets[61](index=61&type=chunk) [Inventories](index=17&type=section&id=Inventories) As of June 30, 2025,

Financial Performance - For the six months ended June 30, 2025, the group recorded revenue and other income of approximately HKD 5.2 million, a decrease from HKD 8.3 million for the same period in 2024, representing a decline of 37.6%[14] - The group reported a pre-tax loss of approximately HKD 11.5 million for the current period, compared to a pre-tax loss of HKD 16.0 million for the same period in 2024, indicating an improvement of 28.1%[14] - Other income for the review period was approximately HKD 5.1 million, down from HKD 8.2 million in the previous year, reflecting a decrease of 37.8% due to reduced bank interest income[22] - Total revenue for the six months ended June 30, 2025, was HKD 49,000, compared to HKD 145,000 for the same period in 2024, reflecting a significant decline[35] - The company reported a net loss of approximately HKD 11,476,000 for the six months ended June 30, 2025, compared to a loss of HKD 16,047,000 for the same period in 2024, indicating an improvement of about 28.8%[42] - The company’s operating cash flow for the six months ended June 30, 2025, was negative HKD 13,246,000, a decline from positive cash flow of HKD 89,537,000 in the same period of 2024[42] - The company reported a loss before tax of HKD 11,476,000 for the six months ended June 30, 2025, compared to a loss of HKD 16,047,000 in 2024, showing an improvement of 28.5%[68] - Basic and diluted loss per share for the six months ended June 30, 2025, was HKD 0.313, compared to HKD 0.438 in 2024, reflecting a decrease of 28.5%[68] Expenses and Costs - Employee costs for the period were approximately HKD 7.3 million, a decrease from HKD 11.5 million in the previous year, showing a reduction of 36.5%[23] - Service fees and commission expenses were approximately HKD 0.02 million, down from HKD 0.12 million in the previous year, indicating a decline of 83.3%[24] - Financial costs for the period were approximately HKD 4.0 million, a decrease of about HKD 2.3 million or 36.5% compared to HKD 6.3 million for the six months ended June 30, 2024[25] - The total operating expenses for the period were HKD 16.7 million, down from HKD 24.4 million in the previous year, indicating a reduction in costs[35] - Total financial costs for the six months ended June 30, 2025, were HKD 3,870,000, compared to HKD 3,279,000 in 2024, representing an increase of 18.0%[60] Business Strategy and Operations - The group has suspended its proprietary trading activities to strengthen risk management and will resume trading based on market conditions and business development plans[20] - The group aims to leverage the advantages of Hong Kong's international platform to enhance comprehensive service capabilities and capitalize on opportunities in green finance and digital transformation[13] - The group continues to focus resources on securing new business appointments and opportunities in investment advisory and management services[18] - The company plans to focus resources on enhancing regulated activities in securities trading, advisory, and asset management, aiming for improved operational viability and sustainability[26] Financial Position - As of June 30, 2025, the total cash and bank balances were approximately HKD 82.2 million, down from HKD 91.8 million as of December 31, 2024[27] - The net current liabilities amounted to approximately HKD 60.2 million, an increase from HKD 48.9 million as of December 31, 2024, resulting in a current ratio of 0.6 times[27] - As of June 30, 2025, the company's total equity was negative HKD 59,769,000, reflecting a capital deficit increase from negative HKD 53,124,000 as of June 30, 2024[42] - The company has a net current liability of approximately HKD 60,151,000 as of June 30, 2025, primarily due to loans maturing on March 27, 2026, totaling HKD 145,905,000[47] - The company anticipates continued financial support from its major shareholder, Xizheng International Investment, to maintain operational liquidity until at least August 31, 2026[50] Shareholder and Governance - The board did not recommend the payment of an interim dividend for the review period, consistent with the previous year where no dividend was declared[9] - Major shareholders include Southwest Securities International, holding 2,713,469,233 shares, representing 74.10% of voting rights[103] - The company has adopted the corporate governance code as per the listing rules to protect shareholder interests[112] - The audit committee has reviewed the interim financial statements for the six months ending June 30, 2025, ensuring compliance with applicable accounting standards[115] Regulatory and Compliance - The group has submitted exit plans for regulated activities related to corporate financing and futures contract trading to the Securities and Futures Commission[15][16] - The company received a letter from the Stock Exchange on September 12, 2025, indicating that it failed to meet the resumption guidance and its listing status will be canceled[97] - The last trading date for the company's shares will be September 26, 2025, with the listing status canceled on September 29, 2025[98] - The company will not apply for a review of the decision to cancel its listing status, which will take effect on September 29, 2025[117] Loans and Financial Instruments - The company has a loan of approximately HKD 120 million from its controlling shareholder, with a fixed interest rate of 6.1475%, used to repay USD bonds[89] - As of June 30, 2025, the outstanding loan amount and interest owed by Jaguar Asian Limited is approximately HKD 807.8 million, with an annual interest rate of 12%[105] - The loan is secured by a pledge of 588,720,412 shares of Yihua Holdings Limited, which was delisted from the main board on March 21, 2022[105] - The company has made full impairment provisions for the loan as of December 31, 2020[111] Assets and Receivables - The company’s receivables as of June 30, 2025, amounted to HKD 1,383,000, slightly up from HKD 1,355,000 as of December 31, 2024[71] - The total accounts receivable (excluding securities margin clients) was HKD 1,709,000,000 as of June 30, 2025, with a decrease in impairment from HKD 348,000,000 to HKD 331,000,000[76] - The overdue accounts receivable analysis showed HKD 936,000,000 overdue within 30 days as of June 30, 2025[79] - The company held trust account balances of approximately HKD 17,973,000, which remained stable compared to HKD 17,928,000 as of December 31, 2024[81] Other Information - There were no significant acquisitions, disposals, or investments during the review period[29] - The company has not made any significant investments in fixed assets during the reporting period, with cash outflow for fixed asset purchases recorded as zero[42] - The company has not purchased, sold, or redeemed any of its listed securities during the review period[114] - The company has not disclosed any interests or short positions held by directors or key executives in its shares or related securities as of June 30, 2025[101] - There were no rights granted to directors or their associates to benefit from purchasing the company's shares or securities during the review period[102]