[Company Profile](index=3&type=section&id=Company%20Profile) [Basic Information](index=3&type=section&id=1.%20Basic%20Information) Jiujiang Bank Co., Ltd. is a regional commercial bank registered in November 2000, listed on the Hong Kong Stock Exchange in July 2018, with a registered capital of **RMB 2,847,367,200** Jiujiang Bank Basic Information | Metric | Content | | :--- | :--- | | Legal Chinese Name | Jiujiang Bank Co., Ltd. | | H-share Listing Exchange | The Stock Exchange of Hong Kong Limited | | Stock Code | 6190 | | Registered Capital | RMB 2,847,367,200 | | Registered and Office Address | No. 619 Changhong Avenue, Lianxi District, Jiujiang City, Jiangxi Province, China | | Overseas Auditor | KPMG | [Company Overview](index=4&type=section&id=2.%20Company%20Overview) Established in 2000 and listed in Hong Kong in 2018, Jiujiang Bank optimized its shareholder structure by introducing strategic investors, operating with **5,746 employees** across its head office, **13 branches**, **265 sub-branches**, and **20 village banks**, achieving full coverage of all prefecture-level cities in Jiangxi Province - Jiujiang Bank was registered in November 2000 and listed on the Main Board of the Hong Kong Stock Exchange on July 10, 2018 (stock code: 6190)[7](index=7&type=chunk) - As of the end of the reporting period, Jiujiang Bank (including controlled village banks) had **5,746 full-time employees**, with **86.93% holding bachelor's or associate degrees** and **13.00% holding postgraduate or higher degrees**[7](index=7&type=chunk) - The bank operates through its head office, **13 branches**, **265 sub-branches**, and has initiated the establishment of **20 village banks**, achieving full coverage of all prefecture-level cities in Jiangxi Province[7](index=7&type=chunk) [2025 H1 Key Awards and Recognition](index=4&type=section&id=3.%202025%E5%B9%B4%E4%B8%8A%E5%8D%8A%E5%B9%B4%E4%B8%BB%E8%A6%81%E7%8D%B2%E7%8D%獎%E6%83%85%E6%B3%81) Jiujiang Bank received multiple honors in the first half of 2025, including "2024 Top 100 Proprietary Settlement", "Excellent Underwriter", "Excellent Market Maker", "Annual Market Influence Institution", and "Market Innovation Business Institution", achieving outstanding results in green finance, fintech innovation, and supply chain service ecosystems - Awarded the title of "2024 Top 100 Proprietary Settlement" by China Central Depository & Clearing Co., Ltd., for the **7th consecutive year**[8](index=8&type=chunk) - Received "Excellent Underwriter" and "Excellent Market Maker" institutional awards from the Export-Import Bank of China for the 2024 RMB Financial Bond Underwriting and Market Making Group, for the **6th consecutive year**[8](index=8&type=chunk) - Rated as "2023 Excellent Enterprise in Jiangxi Province" and honored with "Annual Market Influence Institution" and "Market Innovation Business Institution" by the National Interbank Funding Center[8](index=8&type=chunk) - The "Intelligent Risk Control Decision Application in Dynamic Financial Scenarios" project was selected as one of the **20 excellent cases** in the 5th "NIFD-DCITS Fintech Innovation Cases" nationwide[10](index=10&type=chunk) - "Jiujiang Bank Digital Confirmation Service Standard" and "Jiujiang Bank Rare Character Processing Standard" were awarded the "2024 Enterprise Standard Leader" title, making it the **only local bank in Jiangxi** to be listed on the financial standard leader board[11](index=11&type=chunk) [Summary of Accounting Data and Financial Indicators](index=6&type=section&id=%E6%9C%83%E8%A8%88%E6%95%B8%E6%93%9A%E5%8F%8A%E8%B2%A1%E5%8B%99%E6%8C%87%E6%A8%99%E6%91%98%E8%A6%81) [Summary of Accounting Data and Financial Indicators](index=6&type=section&id=%E6%9C%83%E8%A8%88%E6%95%B8%E6%93%9A%E5%8F%8A%E8%B2%A1%E5%8B%99%E6%8C%87%E6%A8%99%E6%91%98%E8%A6%81) This chapter summarizes Jiujiang Bank's consolidated financial performance and key financial indicators for the first half of 2025, showing a year-on-year decrease in net profit, earnings per share, and several profitability ratios, while the non-performing loan ratio improved, and liquidity ratios and coverage remained stable 2025 H1 Key Operating Performance and Profitability Indicators | Metric | 2025 H1 (RMB million) | 2024 H1 (RMB million) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Net Interest Income | 4,098.2 | 4,510.4 | -9.14 | | Net Fee and Commission Income | 295.1 | 454.0 | -34.99 | | Operating Revenue | 5,342.5 | 5,500.5 | -2.87 | | Profit Before Tax | 316.9 | 521.3 | -39.21 | | Net Profit for the Period | 378.5 | 592.2 | -36.09 | | Net Profit Attributable to Bank Shareholders for the Period | 364.0 | 553.9 | -34.29 | | Basic Earnings Per Share (RMB) | 0.01 | 0.08 | -87.50 | | Return on Average Total Assets (%) | 0.15 | 0.24 | -37.50 | | Return on Average Equity (%) | 0.16 | 1.30 | -87.69 | | Net Interest Margin (%) | 1.64 | 1.82 | -9.89 | | Net Interest Yield (%) | 1.67 | 1.87 | -10.69 | | Cost-to-Income Ratio (%) | 25.79 | 26.60 | -3.05 | 2025 June 30 Key Capital Adequacy, Asset Quality, and Scale Indicators | Metric | 2025 June 30 | 2024 December 31 | Change | | :--- | :--- | :--- | :--- | | Common Equity Tier 1 Capital Adequacy Ratio (%) | 8.62 | 9.44 | -0.82 | | Tier 1 Capital Adequacy Ratio (%) | 11.15 | 11.97 | -0.82 | | Capital Adequacy Ratio (%) | 11.18 | 13.17 | -1.99 | | Non-performing Loan Ratio (%) | 1.88 | 2.19 | -0.31 | | Provision Coverage Ratio (%) | 154.60 | 154.25 | +0.35 | | Loan Loss Provision Ratio (%) | 2.91 | 3.37 | -0.46 | | Total Assets (RMB million) | 519,654.5 | 516,458.6 | +3,195.9 | | Total Liabilities (RMB million) | 477,926.8 | 473,925.7 | +4,001.1 | | Customer Deposits (RMB million) | 385,211.3 | 386,963.5 | -1,752.2 | | Leverage Ratio (%) | 6.58 | 7.06 | -0.48 | | Liquidity Ratio (%) | 74.75 | 67.57 | +7.18 | | Liquidity Coverage Ratio (%) | 171.69 | 394.39 | -222.70 | [Management Discussion and Analysis](index=9&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) [Macroeconomic and Policy Environment](index=9&type=section&id=1.%20Macroeconomic%20and%20Policy%20Environment) In the first half of 2025, China's economy operated steadily with a **5.3% year-on-year GDP growth**, while Jiangxi Province also maintained stable economic performance, with the National Financial Regulatory Administration focusing on reforms, risk mitigation, high-quality development, enhanced supervision, and financial opening-up - In the first half of 2025, China's GDP reached **RMB 66.05 trillion**, a **5.3% year-on-year increase**[19](index=19&type=chunk) - The National Financial Regulatory Administration focused on **six key tasks**, including accelerating reforms and risk mitigation for small and medium-sized financial institutions, effectively preventing and resolving financial risks in key areas, and enhancing the high-quality development capabilities of the banking and insurance sectors[20](index=20&type=chunk) [Overall Business Performance](index=10&type=section&id=2.%20Overall%20Business%20Performance) In the first half of 2025, Jiujiang Bank focused on "expanding customer base, enhancing customer contribution, strengthening capability building, and fostering core competitiveness", adhering to its market positioning of "serving local economy, small and medium-sized enterprises, and urban and rural residents", achieving operating revenue of **RMB 5.343 billion** and net profit of **RMB 379 million** - The Group achieved operating revenue of **RMB 5.343 billion** and net profit of **RMB 379 million** in the first half of 2025[21](index=21&type=chunk) - The development theme focused on "fully expanding the customer base, enhancing comprehensive customer contribution, continuously strengthening capability building, and fostering Jiujiang Bank's core competitiveness"[21](index=21&type=chunk) - Adhering to the market positioning of "serving the local economy, serving small and medium-sized enterprises, and serving urban and rural residents"[21](index=21&type=chunk) [Analysis of Income Statement](index=10&type=section&id=3.%20%E5%88%A9%E6%BD%A4%E8%A1%A8%E5%88%86%E6%9E%90) In the first half of 2025, Jiujiang Bank's net profit was **RMB 379 million**, a **36.09% year-on-year decrease**, with net interest income falling due to lower average annualized yields on interest-earning assets, and net fee and commission income also significantly declining, though net gains from financial investments substantially increased, while operating expenses were controlled and asset impairment losses slightly rose 2025 H1 Income Statement Key Data | Metric | 2025 H1 (RMB million) | 2024 H1 (RMB million) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Net Interest Income | 4,098.2 | 4,510.4 | -9.14 | | Net Fee and Commission Income | 295.1 | 454.0 | -34.99 | | Net Gains from Financial Investments | 959.9 | 538.4 | +78.30 | | Operating Revenue | 5,342.5 | 5,500.5 | -2.87 | | Operating Expenses | (1,451.6) | (1,520.4) | -4.52 | | Asset Impairment Losses | (3,571.2) | (3,462.2) | +3.15 | | Net Profit for the Period | 378.5 | 592.2 | -36.09 | | Net Profit Attributable to Bank Shareholders for the Period | 364.0 | 553.9 | -34.29 | [Net Interest Income, Net Interest Margin, and Net Interest Yield](index=11&type=section&id=3.1%20%E5%88%A9%E6%BD%A4%E6%B7%A8%E6%94%B6%E5%85%A5%E3%80%81%E6%B7%A8%E5%88%A9%E5%B7%AE%E5%8F%8A%E6%B7%A8%E5%88%A9%E6%81%AF%E6%94%B6%E7%9B%8A%E7%8E%87) In the first half of 2025, the Group's net interest income decreased by **9.1% year-on-year**, primarily due to a decline in the average annualized yield on interest-earning assets, with both net interest margin and net interest yield narrowing, reflecting downward pressure on market interest rates - Net interest income was **RMB 4.098 billion**, a year-on-year decrease of **RMB 0.412 billion**, or **9.1%**, mainly due to a decrease in the average annualized yield on interest-earning assets[24](index=24&type=chunk) Net Interest Income, Net Interest Margin, and Net Interest Yield Change | Metric | 2025 H1 | 2024 H1 | Change | | :--- | :--- | :--- | :--- | | Net Interest Income (RMB million) | 4,098.2 | 4,510.4 | -412.2 | | Net Interest Margin (%) | 1.64 | 1.82 | -0.18 | | Net Interest Yield (%) | 1.67 | 1.87 | -0.20 | Interest Income and Expense Change Reasons (2025 vs 2024) | Item | Scale Change (RMB million) | Interest Rate Change (RMB million) | Net Increase/Decrease (RMB million) | | :--- | :--- | :--- | :--- | | Change in Interest Income from Interest-earning Assets | 210.7 | (1,439.3) | (1,228.6) | | Change in Interest Expense from Interest-bearing Liabilities | 193.5 | (1,009.9) | (816.4) | | Change in Net Interest Income | 17.2 | (429.4) | (412.2) | [Interest Income](index=13&type=section&id=3.2%20%E5%88%A9%E6%81%AF%E6%94%B6%E5%85%A5) In the first half of 2025, the Group's interest income decreased by **12.6% year-on-year** to **RMB 8.518 billion**, primarily due to a decline in the average yield on interest-earning assets, partially offset by an increase in average balances, with interest income from customer loans and advances decreasing, while interest income from balances with and placements with banks and other financial institutions increased - Interest income was **RMB 8.518 billion**, a year-on-year decrease of **RMB 1.229 billion**, or **12.6%**, mainly due to a decrease in the average asset yield on interest-earning assets[30](index=30&type=chunk) - Interest income from customer loans and advances was **RMB 6.424 billion**, a year-on-year decrease of **RMB 0.761 billion**, mainly due to a decrease in the average annualized yield[31](index=31&type=chunk) Customer Loans and Advances Interest Income Composition | Item | 2025 Average Balance (RMB million) | 2025 Interest Income (RMB million) | 2025 Average Annualized Yield (%) | 2024 Average Balance (RMB million) | 2024 Interest Income (RMB million) | 2024 Average Annualized Yield (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Corporate Loans and Advances | 202,371.4 | 4,393.3 | 4.34 | 189,464.4 | 4,745.1 | 5.01 | | Retail Loans and Advances | 82,668.4 | 1,847.0 | 4.47 | 92,259.9 | 2,275.1 | 4.93 | | Bill Discounting | 29,893.7 | 183.5 | 1.23 | 20,410.9 | 164.3 | 1.61 | | Total | 314,933.5 | 6,423.8 | 4.08 | 302,135.2 | 7,184.5 | 4.76 | - Interest income from balances with and placements with banks and other financial institutions was **RMB 64 million**, a year-on-year increase of **RMB 57 million**, mainly due to an increase in average balances[38](index=38&type=chunk) [Interest Expense](index=14&type=section&id=3.3%20%E5%88%A9%E6%81%AF%E6%94%AF%E5%87%BA) In the first half of 2025, the Group's interest expense decreased by **15.6% year-on-year** to **RMB 4.420 billion**, primarily due to a decline in the average interest rate on customer deposits, partially offset by an increase in average balances, with interest expense from borrowings from the central bank also significantly decreasing - Interest expense was **RMB 4.420 billion**, a year-on-year decrease of **RMB 0.816 billion**, or **15.6%**, mainly due to a decrease in the average interest rate on customer deposits[39](index=39&type=chunk) - Interest expense on customer deposits was **RMB 3.467 billion**, a year-on-year decrease of **RMB 0.591 billion**, mainly due to a decrease in the average interest rate on customer deposits, partially offset by an increase in average balances[40](index=40&type=chunk) Customer Deposits Interest Expense Composition | Item | 2025 Average Balance (RMB million) | 2025 Interest Expense (RMB million) | 2025 Average Annualized Interest Rate (%) | 2024 Average Balance (RMB million) | 2024 Interest Expense (RMB million) | 2024 Average Annualized Interest Rate (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Corporate Deposits Subtotal | 164,576.0 | 1,099.2 | 1.34 | 190,740.4 | 1,648.2 | 1.73 | | Individual Deposits Subtotal | 210,240.7 | 2,337.0 | 2.22 | 175,678.2 | 2,378.4 | 2.71 | | Total Customer Deposits | 376,907.0 | 3,467.3 | 1.84 | 368,478.8 | 4,058.0 | 2.20 | - Interest expense on borrowings from the central bank was **RMB 186 million**, a year-on-year decrease of **RMB 117 million**, mainly due to a decrease in average balances and average annualized interest rates[46](index=46&type=chunk) [Non-interest Income](index=17&type=section&id=3.4%20%E9%9D%9E%E5%88%A9%E6%81%AF%E6%94%B6%E5%85%A5) In the first half of 2025, the Group's net fee and commission income decreased by **35.0% year-on-year**, primarily due to lower wealth management fees, credit commitment and financial guarantee fees, while net gains from financial investments significantly increased by **78.3%** to **RMB 960 million**, mainly benefiting from optimized investment structure - Net fee and commission income was **RMB 295 million**, a year-on-year decrease of **RMB 159 million**, or **35.0%**, mainly due to a decrease in wealth management fees, credit commitment and financial guarantee fees, and agency service fees[47](index=47&type=chunk)[49](index=49&type=chunk) Net Fee and Commission Income Composition | Item | 2025 (RMB million) | 2024 (RMB million) | Change Amount (RMB million) | Change Rate (%) | | :--- | :--- | :--- | :--- | :--- | | Wealth Management Fees | 25.0 | 113.1 | (88.1) | (77.9) | | Credit Commitment and Financial Guarantee Fees | 77.3 | 116.7 | (39.4) | (33.8) | | Agency Service Fees | 66.8 | 98.2 | (31.4) | (32.0) | | Net Fee and Commission Income | 295.1 | 454.0 | (158.9) | (35.0) | - Net gains from financial investments were **RMB 960 million**, a year-on-year increase of **RMB 422 million**, mainly due to the Group's proactive optimization of its investment structure[50](index=50&type=chunk) [Operating Expenses](index=18&type=section&id=3.5%20%E7%87%9F%E6%A5%AD%E8%B2%BB%E7%94%A8) In the first half of 2025, the Group's operating expenses were **RMB 1.452 billion**, a **4.5% year-on-year decrease**, primarily benefiting from lower staff costs and general and administrative expenses - Operating expenses were **RMB 1.452 billion**, a year-on-year decrease of **RMB 69 million**, or **4.5%**[51](index=51&type=chunk)[53](index=53&type=chunk) Operating Expenses Composition | Item | 2025 (RMB million) | 2024 (RMB million) | Change Amount (RMB million) | Change Rate (%) | | :--- | :--- | :--- | :--- | :--- | | Staff Costs | 777.4 | 848.9 | (71.5) | (8.4) | | General and Administrative Expenses | 310.6 | 334.8 | (24.2) | (7.2) | | Total Operating Expenses | 1,451.6 | 1,520.4 | (68.8) | (4.5) | [Asset Impairment Losses](index=19&type=section&id=3.6%20%E8%B3%87%E7%94%A2%E6%B8%9B%E5%80%BC%E6%90%8D%E5%A4%B1) In the first half of 2025, the Group's asset impairment losses were **RMB 3.571 billion**, a slight year-on-year increase, with impairment losses on customer loans and advances measured at amortized cost decreasing, but other asset impairment losses significantly increasing - Asset impairment losses were **RMB 3.571 billion**, a year-on-year increase of **RMB 109 million**[54](index=54&type=chunk)[56](index=56&type=chunk) Asset Impairment Losses Composition | Item | 2025 (RMB million) | 2024 (RMB million) | Change Amount (RMB million) | | :--- | :--- | :--- | :--- | | Customer Loans and Advances Measured at Amortized Cost | 3,490.6 | 3,569.7 | (79.1) | | Financial Investments Measured at Amortized Cost | (91.3) | 83.2 | (174.5) | | Other | 177.3 | (178.8) | 356.1 | | Total Asset Impairment Losses | 3,571.2 | 3,462.2 | 109.0 | [Income Tax](index=19&type=section&id=3.7%20%E6%89%80%E5%BE%97%E7%A8%85) In the first half of 2025, the Group's total income tax was **RMB -61.6 million**, an improvement from the prior year, primarily due to a substantial increase in current income tax and a decrease in deferred income tax liabilities Income Tax Composition | Item | 2025 (RMB million) | 2024 (RMB million) | Change Amount (RMB million) | | :--- | :--- | :--- | :--- | | Current Income Tax | 404.7 | 192.3 | 212.4 | | Deferred Income Tax | (605.1) | (409.6) | (195.5) | | Total Income Tax | (61.6) | (70.9) | 9.3 | [Analysis of Key Financial Position Items](index=20&type=section&id=4.%20%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E4%B8%BB%E8%A6%81%E9%A0%85%E7%9B%AE%E5%88%86%E6%9E%90) As of June 30, 2025, Jiujiang Bank's total assets increased by **0.6%** to **RMB 519.655 billion**, driven by increases in customer loans and advances, balances with and placements with banks and other financial institutions, and loans to banks and other financial institutions; total liabilities also grew by **0.8%**, while total equity decreased by **1.9%**, mainly due to a reduction in investment revaluation reserve and retained earnings - As of the end of the reporting period, the Group's total assets were **RMB 519.655 billion**, an increase of **RMB 3.196 billion** from the end of the previous year, or **0.6%**, mainly due to increases in customer loans and advances, balances with and placements with banks and other financial institutions, and loans to banks and other financial institutions[59](index=59&type=chunk) - As of the end of the reporting period, the Group's total liabilities were **RMB 477.927 billion**, an increase of **RMB 4.001 billion** from the end of the previous year, or **0.8%**[78](index=78&type=chunk) - As of the end of the reporting period, the Group's total equity was **RMB 41.728 billion**, a decrease of **RMB 0.805 billion** from the end of the previous year, or **1.9%**, mainly due to a decrease in investment revaluation reserve and retained earnings[88](index=88&type=chunk) [Assets](index=20&type=section&id=4.1%20%E8%B3%87%E7%94%A2) As of June 30, 2025, net customer loans and advances accounted for **61.3% of total assets**, and net financial investments for **28.7%**, with total customer loans and advances growing by **1.6%** due to significant corporate loan growth, while total financial investments slightly decreased, mainly due to a reduction in fund investments Assets Composition | Item | 2025 June 30 Amount (RMB million) | Percentage of Total (%) | 2024 December 31 Amount (RMB million) | Percentage of Total (%) | | :--- | :--- | :--- | :--- | :--- | | Net Customer Loans and Advances | 318,664.2 | 61.3 | 311,947.8 | 60.5 | | Net Financial Investments | 149,387.4 | 28.7 | 150,796.4 | 29.2 | | Cash and Balances with Central Bank | 24,650.0 | 4.7 | 26,580.4 | 5.1 | | Balances with and Placements with Banks and Other Financial Institutions | 4,841.6 | 0.9 | 1,191.8 | 0.2 | | Loans to Banks and Other Financial Institutions | 5,183.8 | 1.0 | 1,044.5 | 0.2 | | Financial Assets Held Under Resale Agreements | 370.3 | 0.1 | 9,456.3 | 1.8 | | Total Assets | 519,654.5 | 100.0 | 516,458.6 | 100.0 | - Total customer loans and advances were **RMB 325.949 billion**, an increase of **RMB 5.115 billion** from the end of the previous year, mainly due to the steady growth of corporate loan scale[62](index=62&type=chunk) - Total corporate loans and advances were **RMB 211.130 billion**, an increase of **RMB 1.189 billion** from the end of the previous year, mainly due to actively expanding the scale of corporate credit投放[65](index=65&type=chunk) - Total financial investments were **RMB 154.868 billion**, a decrease of **RMB 1.495 billion** from the end of the previous year, mainly due to a decrease in fund investments[73](index=73&type=chunk) - Total financial assets held under resale agreements were **RMB 370 million**, a decrease of **RMB 9.086 billion** from the end of the previous year, mainly due to optimizing fund utilization and asset portfolio structure[77](index=77&type=chunk) [Liabilities](index=25&type=section&id=4.2%20%E8%B2%A0%E5%82%B5) As of June 30, 2025, customer deposits accounted for **80.6% of total liabilities**, with time deposits making up **66.6%**, while deposits from banks and other financial institutions and borrowings from the central bank decreased, and financial assets sold under repurchase agreements and debt securities issued increased, reflecting adjustments in the liability structure Liabilities Composition | Item | 2025 June 30 Amount (RMB million) | Percentage of Total (%) | 2024 December 31 Amount (RMB million) | Percentage of Total (%) | | :--- | :--- | :--- | :--- | :--- | | Customer Deposits | 385,211.3 | 80.6 | 386,963.5 | 81.6 | | Debt Securities Issued | 49,819.1 | 10.4 | 47,336.6 | 10.0 | | Borrowings from Central Bank | 21,254.3 | 4.4 | 22,443.6 | 4.7 | | Financial Assets Sold Under Repurchase Agreements | 8,979.2 | 1.9 | 1,734.4 | 0.4 | | Deposits from Banks and Other Financial Institutions | 6,076.4 | 1.3 | 8,973.2 | 1.9 | | Total Liabilities | 477,926.8 | 100.0 | 473,925.7 | 100.0 | - Total customer deposits were **RMB 385.211 billion**, with time deposits accounting for **66.6%** and demand deposits for **23.6%**[81](index=81&type=chunk) - Deposits from banks and other financial institutions were **RMB 6.076 billion**, a decrease of **RMB 2.897 billion** from the end of the previous year, mainly due to strategic adjustments in interbank liability structure[84](index=84&type=chunk) - Financial assets sold under repurchase agreements were **RMB 8.979 billion**, an increase of **RMB 7.245 billion** from the end of the previous year, mainly due to adjustments in repurchase bonds and bills[86](index=86&type=chunk) - Debt securities issued were **RMB 49.819 billion**, an increase of **RMB 2.483 billion** from the end of the previous year, mainly due to an increase in the issuance scale of interbank certificates of deposit[87](index=87&type=chunk) [Equity](index=27&type=section&id=4.3%20%E6%AC%8A%E7%9B%8A) As of June 30, 2025, the Group's total equity was **RMB 41.728 billion**, a **1.9% decrease** from the end of the previous year, primarily due to a reduction in investment revaluation reserve and retained earnings Equity Composition | Item | 2025 June 30 Amount (RMB million) | Percentage of Total (%) | 2024 December 31 Amount (RMB million) | Percentage of Total (%) | | :--- | :--- | :--- | :--- | :--- | | Equity Attributable to Bank Shareholders | 40,931.5 | 98.1 | 41,747.1 | 98.2 | | Share Capital | 2,847.4 | 6.8 | 2,847.4 | 6.7 | | Other Equity Instruments | 6,997.8 | 16.8 | 6,997.8 | 16.5 | | Investment Revaluation Reserve | 1,181.1 | 2.8 | 1,862.4 | 4.4 | | Retained Earnings | 7,805.0 | 18.7 | 7,939.3 | 18.6 | | Total Equity | 41,727.7 | 100.0 | 42,532.9 | 100.0 | - Equity attributable to bank shareholders was **RMB 40.932 billion**, a decrease of **RMB 0.816 billion** from the end of the previous year, or **2.0%**[88](index=88&type=chunk) [Off-Balance Sheet Commitments](index=28&type=section&id=5.%20%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E8%A1%A8%E5%A4%96%E6%89%BF%E8%AB%BE) As of June 30, 2025, the Group's total off-balance sheet commitments were **RMB 11.128 billion**, a **6.0% decrease** from the end of the previous year, primarily due to a reduction in bankers' acceptances, guarantees, and letters of guarantee limits - Off-balance sheet commitments were **RMB 11.128 billion**, a decrease of **RMB 0.707 billion** from the end of the previous year, or **6.0%**, mainly due to a decrease in bankers' acceptances, guarantees, and letters of guarantee limits[91](index=91&type=chunk) Off-Balance Sheet Commitments Composition | Item | 2025 June 30 (RMB million) | 2024 December 31 (RMB million) | | :--- | :--- | :--- | | Bankers' Acceptances | 52,447.1 | 55,850.0 | | Guarantees and Letters of Guarantee | 29,620.4 | 34,604.0 | | Letters of Credit | 22,427.3 | 21,289.9 | | Unused Credit Card Limits | 6,781.0 | 6,601.6 | | Total | 111,275.8 | 118,345.5 | [Loan Quality Analysis](index=29&type=section&id=6.%20%E8%B2%B8%E6%AC%BE%E8%B3%AA%E9%87%8F%E5%88%86%E6%9E%90) As of June 30, 2025, the Group's total customer loans and advances increased by **1.6%**, with the non-performing loan ratio decreasing to **1.88%** and provision coverage remaining stable, while corporate loans were primarily concentrated in manufacturing, wholesale and retail, and leasing and business services, mainly located in Jiangxi Province, and borrower concentration complied with regulatory requirements - Total customer loans and advances were **RMB 325.949 billion**, an increase of **RMB 5.115 billion** from the end of the previous year, or **1.6%**[92](index=92&type=chunk) - Total non-performing loans were **RMB 6.134 billion**, with a non-performing loan ratio of **1.88%**, a decrease from **2.19%** at the end of the previous year[95](index=95&type=chunk) Loan Distribution by Five-Category Classification | Category | 2025 June 30 Amount (RMB million) | Percentage of Total (%) | 2024 December 31 Amount (RMB million) | Percentage of Total (%) | | :--- | :--- | :--- | :--- | :--- | | Normal | 300,929.0 | 92.33 | 294,466.0 | 91.78 | | Special Mention | 18,886.2 | 5.79 | 19,356.7 | 6.03 | | Substandard | 2,188.8 | 0.67 | 2,188.1 | 0.68 | | Doubtful | 1,494.4 | 0.46 | 1,730.5 | 0.54 | | Loss | 2,451.0 | 0.75 | 3,093.4 | 0.97 | | Non-performing Loan Ratio (%) | 1.88 | - | 2.19 | - | - The top three industries for corporate loans and advances were manufacturing (**16.8%**), wholesale and retail (**11.8%**), and leasing and business services (**9.2%**)[99](index=99&type=chunk) - Loans placed in Jiangxi Province amounted to **RMB 275.365 billion**, accounting for **84.5% of the Group's total customer loans and advances**[104](index=104&type=chunk) - The loan balance to the largest single borrower accounted for **0.83% of the Group's total loans**, and to the top ten single borrowers accounted for **3.98%**, both complying with regulatory requirements[105](index=105&type=chunk) [Loan Distribution by Five-Category Classification](index=29&type=section&id=6.1%20%E6%8C%89%E8%B2%B8%E6%AC%BE%E4%BA%94%E7%B4%9A%E5%88%86%E9%A1%9E%E5%8A%83%E5%88%86%E7%9A%84%E8%B2%B8%E6%AC%BE%E5%88%86%E4%BD%88%E6%83%85%E6%B3%81) As of the end of the reporting period, the Group's normal and special mention loans accounted for **98.12%**, with the non-performing loan ratio at **1.88%**, a decrease from the end of the previous year Loan Distribution by Five-Category Classification | Category | 2025 June 30 Amount (RMB million) | Percentage of Total (%) | 2024 December 31 Amount (RMB million) | Percentage of Total (%) | | :--- | :--- | :--- | :--- | :--- | | Normal | 300,929.0 | 92.33 | 294,466.0 | 91.78 | | Special Mention | 18,886.2 | 5.79 | 19,356.7 | 6.03 | | Non-performing Loan Ratio (%) | 1.88 | - | 2.19 | - | [Loan and Non-performing Loan Distribution by Business Type](index=29&type=section&id=6.2%20%E6%8C%89%E6%A5%AD%E5%8B%99%E9%A1%9E%E5%9E%8B%E5%8A%83%E5%88%86%E7%9A%84%E8%B2%B8%E6%AC%BE%E5%8F%8A%E4%B8%8D%E8%89%AF%E8%B2%B8%E6%AC%BE%E5%88%86%E4%BD%88%E6%83%85%E6%B3%81) As of the end of the reporting period, corporate loans and advances accounted for **64.8% of the total**, and retail loans and advances for **25.3%**, with the total non-performing loans for both corporate and retail businesses decreasing Loan and Non-performing Loan Distribution by Business Type | Business Type | 2025 June 30 Loan Amount (RMB million) | Percentage of Total (%) | 2025 June 30 Non-performing Loan Amount (RMB million) | 2024 December 31 Loan Amount (RMB million) | Percentage of Total (%) | 2024 December 31 Non-performing Loan Amount (RMB million) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Corporate Loans and Advances | 211,130.3 | 64.8 | 3,881.4 | 199,244.3 | 62.1 | 4,348.4 | | Retail Loans and Advances | 82,470.4 | 25.3 | 2,252.8 | 89,391.0 | 27.9 | 2,663.6 | | Bill Discounting | 32,348.7 | 9.9 | – | 32,199.4 | 10.0 | – | | Total Customer Loans and Advances | 325,949.4 | 100.0 | 6,134.2 | 320,834.7 | 100.0 | 7,012.0 | [Loan Distribution by Industry](index=30&type=section&id=6.3%20%E6%8C%89%E8%A1%8C%E6%A5%AD%E5%8A%83%E5%88%86%E7%9A%84%E8%B2%B8%E6%AC%BE%E5%88%86%E4%BD%88%E6%83%85%E6%B3%81) As of the end of the reporting period, manufacturing, wholesale and retail, and leasing and business services were the top three industries for corporate loans and advances, all achieving significant growth Corporate Loans and Advances by Industry Distribution | Industry | 2025 June 30 Amount (RMB million) | Percentage of Total (%) | 2024 December 31 Amount (RMB million) | Percentage of Total (%) | | :--- | :--- | :--- | :--- | :--- | | Manufacturing | 54,789.6 | 16.8 | 51,792.5 | 16.1 | | Wholesale and Retail | 38,577.5 | 11.8 | 33,838.3 | 10.6 | | Leasing and Business Services | 30,231.5 | 9.2 | 27,297.1 | 8.5 | | Total Corporate Loans and Advances | 211,130.3 | 64.8 | 199,244.3 | 62.1 | - Manufacturing loans and advances increased by **RMB 2.997 billion** from the end of the previous year, or **5.8%**; wholesale and retail loans and advances increased by **RMB 4.739 billion**, or **14.0%**; leasing and business services loans and advances increased by **RMB 2.934 billion**, or **10.7%**[99](index=99&type=chunk) [Loan and Non-performing Loan Distribution by Guarantee Method](index=31&type=section&id=6.4%20%E6%8C%89%E6%93%94%E4%BF%9D%E6%96%B9%E5%BC%8F%E5%8A%83%E5%88%86%E7%9A%84%E8%B2%B8%E6%AC%BE%E5%92%8C%E4%B8%8D%E8%89%AF%E8%B2%B8%E6%AC%BE%E5%88%86%E4%BD%88%E6%83%85%E6%B3%81) As of the end of the reporting period, guaranteed loans accounted for the highest proportion at **34.6%**, with mortgaged loans having the highest non-performing loan amount, but the overall non-performing loan amount decreased Loan and Non-performing Loan Distribution by Guarantee Method | Guarantee Method | 2025 June 30 Loan Amount (RMB million) | Percentage of Total (%) | 2025 June 30 Non-performing Loan Amount (RMB million) | 2024 December 31 Loan Amount (RMB million) | Percentage of Total (%) | 2024 December 31 Non-performing Loan Amount (RMB million) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Guaranteed Loans | 112,946.0 | 34.6 | 1,005.1 | 107,801.2 | 33.6 | 1,222.1 | | Mortgaged Loans | 90,997.8 | 27.9 | 3,473.2 | 94,000.2 | 29.3 | 3,822.4 | | Pledged Loans | 73,235.4 | 22.5 | 686.1 | 69,742.0 | 21.7 | 645.7 | | Unsecured Loans | 48,770.2 | 15.0 | 969.8 | 49,291.3 | 15.4 | 1,321.8 | | Total | 325,949.4 | 100.0 | 6,134.2 | 320,834.7 | 100.0 | 7,012.0 | [Loan Distribution by Region](index=31&type=section&id=6.5%20%E6%8C%89%E5%9C%B0%E5%8D%80%E5%8A%83%E5%88%86%E7%9A%84%E8%B2%B8%E6%AC%BE%E5%88%86%E4%BD%88%E6%83%85%E6%B3%81) As of the end of the reporting period, the Group's loans were primarily concentrated in Jiangxi Province, accounting for **84.5% of the total**, with Jiujiang City alone representing **31.7%** Loan Distribution by Region | Region | 2025 June 30 Amount (RMB million) | Percentage of Total (%) | 2024 December 31 Amount (RMB million) | Percentage of Total (%) | | :--- | :--- | :--- | :--- | :--- | | Jiangxi Province | 275,365.0 | 84.5 | 270,745.3 | 84.4 | | Of which: Jiujiang City | 103,458.5 | 31.7 | 103,895.3 | 32.4 | | Guangdong Province | 22,180.7 | 6.8 | 23,474.3 | 7.3 | | Anhui Province | 19,300.6 | 5.9 | 16,682.0 | 5.2 | | Total | 325,949.4 | 100.0 | 320,834.7 | 100.0 | - Loans placed in Jiangxi Province amounted to **RMB 275.365 billion**, an increase of **RMB 4.620 billion** from the end of the previous year, or **1.7%**, accounting for **84.5% of the Group's total customer loans and advances**[104](index=104&type=chunk) [Borrower Concentration](index=32&type=section&id=6.6%20%E5%80%9F%E6%AC%BE%E4%BA%BA%E9%9B%86%E4%B8%AD%E5%BA%A6) As of the end of the reporting period, the Group's loan balances to single borrowers and the top ten single borrowers complied with regulatory requirements, with the largest single borrower being in the manufacturing industry - The loan balance to any single borrower did not exceed **10% of the Group's net capital**[105](index=105&type=chunk) - The loan balance to the largest single borrower was **RMB 2.703 billion**, accounting for **0.83% of the Group's total loans** and **6.74% of net capital**[105](index=105&type=chunk) - The loan balance to the top ten single borrowers was **RMB 12.925 billion**, accounting for **3.98% of the Group's total loans** and **32.22% of net capital**[105](index=105&type=chunk) Top Ten Single Borrower Loan Balances (2025 June 30) | Borrower | Industry | Loan Amount (RMB million) | Percentage of Total Loans (%) | Percentage of Net Capital (%) | | :--- | :--- | :--- | :--- | :--- | | Borrower A | Manufacturing | 2,703.0 | 0.83 | 6.74 | | Borrower B | Manufacturing | 1,585.0 | 0.49 | 3.95 | | Borrower C | Health and Social Work | 1,498.3 | 0.46 | 3.74 | | Total | - | 12,925.4 | 3.98 | 32.22 | [Large Exposure Management](index=33&type=section&id=6.7%20%E5%A4%A7%E9%A1%8D%E9%A2%A8%E9%9A%AA%E6%9A%B4%E9%9C%B2%E7%AE%A1%E7%90%86) The Group continuously improved its large exposure management system, strengthened limit management, effectively controlled customer concentration risk, and ensured all regulatory indicators met requirements - The Group systematically carried out various tasks in large exposure management, improved its management system, and strengthened limit management[108](index=108&type=chunk) - As of the end of the reporting period, the Group's large exposure regulatory indicators all complied with regulatory requirements[108](index=108&type=chunk) [Loan Overdue Status](index=33&type=section&id=6.8%20%E8%B2%B8%E6%AC%BE%E9%80%BE%E6%9C%9F%E6%83%85%E6%B3%81) As of the end of the reporting period, the Group's total overdue loans amounted to **RMB 9.857 billion**, accounting for **3.0% of total customer loans and advances**, with overdue loans within **3 months** having the highest proportion - Total overdue loans were **RMB 9.857 billion**, accounting for **3.0% of total customer loans and advances**[111](index=111&type=chunk) Overdue Loans by Overdue Period Distribution (2025 June 30) | Overdue Period | Amount (RMB million) | Percentage of Total Customer Loans and Advances (%) | | :--- | :--- | :--- | | Within 3 months (inclusive) | 4,338.9 | 1.33 | | 3 months to 1 year (inclusive) | 3,323.1 | 1.02 | | 1 year to 3 years (inclusive) | 1,560.1 | 0.48 | | Over 3 years | 635.2 | 0.19 | | Subtotal | 9,857.3 | 3.02 | [Changes in Loan Impairment Provisions](index=34&type=section&id=6.9%20%E8%B2%B8%E6%AC%BE%E6%B8%9B%E5%80%BC%E6%90%8D%E5%A4%B1%E6%BA%96%E5%82%99%E8%AE%8A%E5%8B%95) As of the end of the reporting period, the Group's loan impairment provisions amounted to **RMB 9.481 billion**, with **RMB 3.491 billion** accrued during the period, and **RMB 5.216 billion** written off and transferred out - Loan impairment provisions were **RMB 9.481 billion**[114](index=114&type=chunk) Changes in Loan Impairment Provisions | Item | 2025 June 30 (RMB million) | 2024 December 31 (RMB million) | | :--- | :--- | :--- | | Beginning Balance | 10,808.1 | 9,680.2 | | Accrued in Current Period/Year | 3,490.6 | 4,992.6 | | Written Off and Transferred Out in Current Period/Year | (5,216.2) | (4,179.0) | | Recovered from Write-offs in Current Period/Year | 398.6 | 314.3 | | Ending Balance | 9,481.1 | 10,808.1 | [Segment Reporting](index=35&type=section&id=7.%20%E5%88%86%E9%83%A8%E5%A0%B1%E5%91%8A) In the first half of 2025, corporate banking business remained the Group's primary source of operating revenue, accounting for **60.4%**, while operating revenue from financial markets business significantly increased to **25.2%**, and retail banking business saw a slight decrease in its share Operating Revenue Distribution by Business Segment | Business Type | 2025 H1 Amount (RMB million) | Percentage of Total (%) | 2024 H1 Amount (RMB million) | Percentage of Total (%) | | :--- | :--- | :--- | :--- | :--- | | Corporate Banking Business | 3,228.0 | 60.4 | 3,424.8 | 62.3 | | Retail Banking Business | 1,173.4 | 22.0 | 1,328.5 | 24.2 | | Financial Markets Business | 1,347.2 | 25.2 | 932.5 | 16.9 | | Total Operating Revenue | 5,342.5 | 100.0 | 5,500.5 | 100.0 | [Capital Adequacy Ratio and Leverage Ratio Analysis](index=36&type=section&id=8.%20%E8%B3%87%E6%9C%AC%E5%85%85%E8%B6%B3%E7%8E%87%E5%8F%8A%E5%8B%9D%E6%A1%BF%E7%8E%87%E5%88%86%E6%9E%90) As of June 30, 2025, the Group's capital adequacy ratio, Tier 1 capital adequacy ratio, and Common Equity Tier 1 capital adequacy ratio all met regulatory requirements, though they decreased from the end of the previous year, and the leverage ratio was **6.58%**, also complying with regulatory requirements - As of the end of the reporting period, the Group's capital adequacy ratio, Tier 1 capital adequacy ratio, and Common Equity Tier 1 capital adequacy ratio were **11.18%**, **11.15%**, and **8.62%**, respectively, meeting the requirements of the "Measures for the Administration of Capital of Commercial Banks"[117](index=117&type=chunk) Capital Adequacy Ratio Indicators | Metric | 2025 June 30 (%) | 2024 December 31 (%) | | :--- | :--- | :--- | | Common Equity Tier 1 Capital Adequacy Ratio | 8.62 | 9.44 | | Tier 1 Capital Adequacy Ratio | 11.15 | 11.97 | | Capital Adequacy Ratio | 11.18 | 13.17 | - The leverage ratio was **6.58%**, complying with regulatory requirements (not lower than **4%**)[119](index=119&type=chunk)[120](index=120&type=chunk) [Business Operations](index=38&type=section&id=9.%20%E6%A5%AD%E5%8B%99%E9%81%8B%E4%BD%9C) In the first half of 2025, the Group continuously optimized its corporate finance, retail banking, financial markets, industrial finance, and featured businesses, achieving steady business development and multiple awards through strategies such as strengthening services to the real economy, deepening customer relationships, digital intelligence-driven approaches, and technology empowerment, with positive progress also made in Digital Jiujiang Bank construction and subsidiary village bank operations [Corporate Finance Business](index=38&type=section&id=9.1%20%E4%BC%81%E6%A5%AD%E9%87%91%E8%9E%8D%E6%A5%AD%E5%8B%99) The bank's corporate finance business focuses on serving the real economy, increasing loan disbursements in key areas, especially for manufacturing and small and micro enterprises, enhancing service quality and market competitiveness through solidifying the customer base, implementing stratified operating strategies, innovating business models and processes, and promoting digital transformation, while investment banking achieved breakthroughs in direct financing and special bond advisory services - As of the end of the reporting period, the Group's manufacturing loan amount was **RMB 54.790 billion**, an increase of **RMB 2.997 billion** from the end of the previous year, or **5.8%**[121](index=121&type=chunk) - Corporate "two-increase" loan balance was **RMB 36.249 billion**, an increase of **5.86%**; corporate "two-increase" loan accounts numbered **8,748**, an increase of **462 accounts** from the end of the previous year[121](index=121&type=chunk) - The number of corporate customers and corporate credit exposure customers were **116,800 accounts** and **12,500 accounts**, respectively, increasing by **10,800 accounts** and **725 accounts** from the end of the previous year, with growth rates of **10.19%** and **6.16%**, respectively[122](index=122&type=chunk) - Launched a new process for small and micro enterprise working capital loans under **RMB 10 million**, with **936 accounts** cumulatively disbursed **RMB 2.189 billion** in the first half of 2025[122](index=122&type=chunk) - Investment banking business successfully issued Jiangxi Province's first county-level industrial debt financing instrument and obtained the qualification as a special bond service bank for Ganzhou City[124](index=124&type=chunk) [Retail Banking Business](index=40&type=section&id=9.2%20%E9%9B%B6%E5%94%AE%E9%8A%80%E8%A1%8C%E6%A5%AD%E5%8B%99) The bank's retail banking business adheres to a "people-centered" and "three services" positioning, focusing on consumer finance and serving the real economy, enhancing service efficiency through deepened digital operations and technology empowerment, while consumer finance business continuously optimized its asset structure and deepened scenario ecosystem construction around the core theme of "high-quality credit disbursement" - Retail banking business focuses on consumer finance and serving the real economy, utilizing AI large models for precise operations and enhancing wealth management structure[126](index=126&type=chunk) - As of the end of the reporting period, retail AUM and customer numbers maintained steady growth[126](index=126&type=chunk) - Consumer

[Supplementary Announcement Overview](index=1&type=section&id=Supplementary%20Announcement%20Overview) [Purpose and Scope](index=1&type=section&id=Purpose%20and%20Scope) This announcement provides supplementary information for Empire Technology Group Limited's annual report for the year ended December 31, 2024, primarily concerning disclosures of continuing connected transactions and related party transactions - This announcement serves as a supplementary disclosure to Empire Technology Group Limited's 2024 annual report, providing additional information[2](index=2&type=chunk) [Continuing Connected Transactions](index=1&type=section&id=Continuing%20Connected%20Transactions) [Board Confirmation](index=1&type=section&id=Board%20Confirmation) Independent non-executive directors reviewed and confirmed that continuing connected transactions comply with listing rules, conducted in the ordinary course of business on normal commercial terms, fair, reasonable, and in the overall interest of shareholders - Independent non-executive directors confirmed that continuing connected transactions were conducted in the ordinary and usual course of business, on normal commercial terms or better, with fair and reasonable terms, and in the overall interest of shareholders[3](index=3&type=chunk) [Auditor's Review and Opinion](index=2&type=section&id=Auditor%27s%20Review%20and%20Opinion) Auditor BCT Certified Public Accountants Limited issued an unqualified opinion letter on continuing connected transactions, confirming board approval, compliance with pricing policies and agreements, and adherence to annual caps - The auditor issued an unqualified opinion letter, confirming that continuing connected transactions were approved by the Board, complied with pricing policies, were entered into according to relevant agreements, and did not exceed the respective annual caps[5](index=5&type=chunk) [Related Party Transactions](index=2&type=section&id=Related%20Party%20Transactions) [Disclosure of Material Related Party Transactions](index=2&type=section&id=Disclosure%20of%20Material%20Related%20Party%20Transactions) During the reporting period, the Group had no other material related party transactions constituting connected transactions under Chapter 14A of the Listing Rules, apart from Mr. Zheng's rental income and Empire Film & Game Interactive Limited's game publishing service revenue, and complied with disclosure requirements - Excluding Mr. Zheng's rental income and Empire Film & Game Interactive Limited's game publishing service revenue, the Group had no other material related party transactions constituting connected or continuing connected transactions under Chapter 14A of the Listing Rules[4](index=4&type=chunk) - The company confirmed compliance with the disclosure requirements under Chapter 14A of the Listing Rules[4](index=4&type=chunk) [Other Information](index=3&type=section&id=Other%20Information) [No Other Changes to Annual Report](index=3&type=section&id=No%20Other%20Changes%20to%20Annual%20Report) Except for the supplementary information disclosed in this announcement, no other changes have been made to the 2024 annual report - Apart from the content disclosed in this announcement, there are no other changes to the 2024 annual report[6](index=6&type=chunk) [Board of Directors](index=3&type=section&id=Board%20of%20Directors) As of the announcement date, the Board of Directors includes executive directors Mr. Lam Chun Wai, Mr. Yeung Tung Sing, Mr. Xiao Junjia, Ms. Li Tingting, and independent non-executive directors Mr. Fung Tsz Wah, Ms. Hon Ping Ping, Mr. Hui Ka Lung - Executive directors include Lam Chun Wai, Yeung Tung Sing, Xiao Junjia, Li Tingting[7](index=7&type=chunk) - Independent non-executive directors include Fung Tsz Wah, Hon Ping Ping, Hui Ka Lung[7](index=7&type=chunk)

[Consolidated Financial Statements](index=1&type=section&id=I.%20Consolidated%20Financial%20Statements) [Consolidated Income Statement](index=1&type=section&id=I.A.%20Consolidated%20Income%20Statement) The Group achieved revenue growth and turned profitable in FY2025, with profit attributable to company shareholders and basic earnings per share both turning positive Consolidated Income Statement Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue from contracts with customers | 1,348,511 | 1,276,350 | | Gross profit | 218,491 | 199,263 | | Operating profit | 30,142 | 18,098 | | Profit/(Loss) before tax | 9,470 | (4,638) | | Profit/(Loss) for the year | 1,349 | (16,833) | | Profit/(Loss) attributable to company shareholders | 339 | (18,041) | | Basic earnings/(loss) per share (HK cents per share) | 0.09 | (4.89) | [Consolidated Statement of Comprehensive Income](index=2&type=section&id=I.B.%20Consolidated%20Statement%20of%20Comprehensive%20Income) The Group's total comprehensive income turned profitable in FY2025, reversing the loss in FY2024, primarily due to the profit for the year turning positive Consolidated Statement of Comprehensive Income Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Profit/(Loss) for the year | 1,349 | (16,833) | | Other comprehensive income for the year | — | 340 | | Total comprehensive income/(loss) for the year | 1,349 | (16,493) | | Total comprehensive income/(loss) attributable to company shareholders | 339 | (17,796) | [Consolidated Balance Sheet](index=3&type=section&id=I.C.%20Consolidated%20Balance%20Sheet) As of June 30, 2025, the Group's total assets and total equity increased, with current and total liabilities also rising, reflecting business expansion and financing structure changes Consolidated Balance Sheet Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Total assets | 1,068,579 | 1,016,883 | | Total equity | 528,030 | 519,297 | | Total liabilities | 540,549 | 497,586 | | Current liabilities | 532,353 | 491,314 | [Notes to the Financial Statements](index=5&type=section&id=II.%20Notes%20to%20the%20Financial%20Statements) [Basis of Preparation](index=5&type=section&id=II.A.%20Basis%20of%20Preparation) Financial statements are prepared in accordance with HKFRS and the Hong Kong Companies Ordinance, using the historical cost convention, and disclose adopted and unadopted new accounting standards and their impact - Financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the Hong Kong Companies Ordinance (Cap. 622)[6](index=6&type=chunk) - The historical cost convention is adopted, with certain financial assets and liabilities (such as financial assets at fair value through other comprehensive income, financial assets at fair value through profit or loss, and derivative financial instruments) and investment properties measured at fair value[7](index=7&type=chunk) - HKFRS 18 "Presentation and Disclosure in Financial Statements", not yet adopted, is expected to impact the presentation of the income statement and future financial statement disclosures, effective for annual periods beginning on or after January 1, **2027**[10](index=10&type=chunk) [Revenue and Segment Information](index=7&type=section&id=II.B.%20Revenue%20and%20Segment%20Information) The Group's primary revenue is from the sale of goods, with external customer revenue growing by 5.7% in FY2025, mainly driven by the Trading segment, and Mainland China being the largest market FY2025 External Customer Revenue (by Business Segment) | Business Segment | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Trading | 857,240 | 771,942 | +11.1% | | Colourants | 358,179 | 367,439 | -2.5% | | Engineering Plastics | 133,092 | 136,969 | -2.8% | | Others | — | — | — | | **Total** | **1,348,511** | **1,276,350** | **+5.7%** | FY2025 External Customer Revenue (by Region) | Region | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | 291,923 | 341,160 | | Other regions (primarily Mainland China) | 1,056,588 | 935,190 | - Revenue recognition policy dictates recognition when control of goods is transferred to the customer, products are accepted, no unfulfilled obligations exist, sales amounts are reliably measurable, and future economic benefits are probable to flow to the entity[21](index=21&type=chunk) [Other Income and Gains/Losses](index=11&type=section&id=II.C.%20Other%20Income%20and%20Gains%2FLosses) Other income in FY2025, primarily rental income, slightly decreased, while net other losses were mainly impacted by fair value losses on investment properties, partially offset by government grants and foreign exchange gains Other Income | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Rental income | 6,397 | 6,641 | | Other income | — | 10 | | **Total** | **6,397** | **6,651** | Other (Losses)/Gains - Net | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Fair value (loss)/gain on investment properties | (3,942) | 2,807 | | Fair value gain/(loss) on financial assets at fair value through profit or loss | 217 | (1,398) | | Fair value (loss)/gain on derivative financial instruments | 360 | 10 | | Government grants | 1,506 | 1,595 | | Foreign exchange gain/(loss) | 259 | (380) | | **Total** | **(1,499)** | **2,634** | - In FY2025, the Group received government grants of approximately **HK$1,506 thousand** from Mainland China to support operations, with no attached conditions[23](index=23&type=chunk) [Expense Analysis](index=13&type=section&id=II.D.%20Expense%20Analysis) Total cost of sales, distribution costs, and administrative expenses increased in FY2025, with materials and trading inventories and employee benefits being major components, while net finance expenses decreased due to lower borrowing interest Total Cost of Sales, Distribution Costs and Administrative Expenses | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Materials and inventories cost for trading business | 1,046,956 | 984,384 | | Employee benefit expenses | 140,476 | 134,934 | | Cost of sales | 1,130,020 | 1,077,087 | | Distribution costs | 84,040 | 81,723 | | Administrative expenses | 110,753 | 109,227 | | **Total** | **1,324,813** | **1,268,037** | Finance Income and Expenses | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Finance income | 1,016 | 865 | | Finance expenses | (21,688) | (23,601) | | **Net finance expenses** | **(20,672)** | **(22,736)** | [Tax Expense](index=14&type=section&id=II.E.%20Tax%20Expense) Tax expense significantly decreased in FY2025, mainly due to reduced PRC Enterprise Income Tax and the reversal of prior year over-provision, with the Group subject to taxes in Hong Kong and Mainland China, where some subsidiaries enjoy preferential rates Tax Expense in Consolidated Income Statement | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong Profits Tax | 372 | 335 | | PRC Enterprise Income Tax | 10,897 | 14,144 | | Over-provision in prior year | (3,562) | (234) | | Deferred tax | 414 | (2,050) | | **Total** | **8,121** | **12,195** | - Hong Kong Profits Tax rate is **16.5%**, while the PRC Enterprise Income Tax rate is **25%**, with some high-tech enterprises enjoying a preferential rate of **15%**[25](index=25&type=chunk) [Dividends](index=14&type=section&id=II.F.%20Dividends) The Board decided not to declare any interim or final dividends for the second half of 2023, FY2024, the second half of 2024, and FY2025, to retain sufficient funds for business development - The Board resolved not to declare any interim dividend for the six months ended December 31, **2023**[27](index=27&type=chunk) - The Board resolved not to declare any final dividend for the year ended June 30, **2024**[27](index=27&type=chunk) - The Board resolved not to declare any final dividend for the year ended June 30, **2025**[27](index=27&type=chunk) [Earnings/(Loss) Per Share](index=15&type=section&id=II.G.%20Earnings%2F%28Loss%29%20Per%20Share) Basic earnings per share turned positive in FY2025, from a loss of 4.89 HK cents per share in FY2024 to a profit of 0.09 HK cents per share, reflecting improved profitability Basic Earnings/(Loss) Per Share | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit/(Loss) attributable to company shareholders (HK$ thousand) | 339 | (18,041) | | Weighted average number of ordinary shares in issue during the year | 369,200,000 | 369,200,000 | | **Basic earnings/(loss) per share (HK cents per share)** | **0.09** | **(4.89)** | - There were no potentially dilutive ordinary shares in FY2025 and FY2024, thus diluted earnings/(loss) per share was equal to basic earnings/(loss) per share[30](index=30&type=chunk) [Trade and Bills Receivables](index=15&type=section&id=II.H.%20Trade%20and%20Bills%20Receivables) As of June 30, 2025, total trade and bills receivables increased, with a significant rise in bills receivables, primarily denominated in RMB and mostly within 90 days aging Trade and Bills Receivables | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables | 200,215 | 202,720 | | Bills receivables | 62,246 | 41,113 | | **Total** | **262,461** | **243,833** | Trade Receivables (by Currency) | Currency | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | HKD | 19,750 | 37,404 | | RMB | 167,588 | 157,213 | | USD | 13,603 | 12,291 | - Trade receivables are generally payable within **30 to 90 days** and primarily denominated in RMB[31](index=31&type=chunk) - As of June 30, 2025, the Group discounted approximately **HK$44,426 thousand** of bank acceptance bills to banks for cash, classified as pledged bank advances[31](index=31&type=chunk)[32](index=32&type=chunk) [Trade and Bills Payables](index=17&type=section&id=II.I.%20Trade%20and%20Bills%20Payables) As of June 30, 2025, total trade and bills payables significantly increased, primarily denominated in USD and RMB, with most falling within the 90-day aging period Trade and Bills Payables | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0-90 days | 81,405 | 49,774 | | 91-180 days | 287 | 2,479 | | Over 180 days | 948 | 1,225 | | **Total** | **82,640** | **53,478** | Trade and Bills Payables (by Currency) | Currency | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | HKD | — | 30 | | RMB | 15,631 | 35,152 | | USD | 67,009 | 18,296 | [Capital Commitments](index=17&type=section&id=II.J.%20Capital%20Commitments) As of June 30, 2025, the Group's contracted but unprovided capital commitments for property, plant, and equipment amounted to HK$1,441 thousand, a decrease from the previous year Capital Commitments | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Contracted but not provided for | 1,441 | 2,300 | [Management Discussion and Analysis](index=18&type=section&id=III.%20Management%20Discussion%20and%20Analysis) [Business Review](index=18&type=section&id=III.A.%20Business%20Review) In FY2025, the Group achieved a 5.7% increase in total turnover and a 9.6% rise in gross profit, successfully turning losses into profits amidst a complex political and economic environment, with all business segments showing improvement or resilience through cost control, market expansion, and policy alignment FY2025 Key Financial Indicators | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Total Turnover | 1,348,511 | 1,276,350 | +5.7% | | Gross Profit | 218,491 | 199,263 | +9.6% | | Gross Profit Margin | 16.2% | 15.6% | +0.6pp | | Profit/(Loss) attributable to company shareholders | 339 | (18,041) | Turned profitable | | Profit/(Loss) before tax | 9,470 | (4,638) | Turned profitable | [Overall Performance](index=18&type=section&id=III.A.1.%20Overall%20Performance) Despite complex global political and economic challenges and weak demand, the Group achieved a 5.7% increase in total turnover and a 9.6% rise in gross profit, successfully turning losses into profits through product optimization, customer structure refinement, and diversified strategies - The global political and economic environment remains complex and uncertain, with weak end-user demand and cautious customer ordering due to an unfavorable market consumption sentiment[37](index=37&type=chunk) - The Group maintained stable operations, optimized its product portfolio, refined its customer structure, seized policy opportunities, and pursued diversified strategic initiatives[37](index=37&type=chunk) - The Board recommended no final dividend payment to retain sufficient funds for business development[38](index=38&type=chunk) [Plastics Raw Material Trading Business](index=19&type=section&id=III.A.2.%20Plastics%20Raw%20Material%20Trading%20Business) Benefiting from national automotive and home appliance subsidy policies, improved domestic turnover efficiency led to steady sales growth, an 11.1% increase in turnover, slight gross margin improvement, and a 56.3% reduction in loss before tax - Turnover: **HK$857,240 thousand** (2025) vs **HK$771,942 thousand** (2024), a year-on-year increase of **11.1%**[39](index=39&type=chunk) - Gross profit margin slightly improved by **1.1 percentage points**[39](index=39&type=chunk) - Loss before tax narrowed by **56.3%** to **HK$15,893 thousand** (2025) vs **HK$36,382 thousand** (2024)[39](index=39&type=chunk) [Colourants, Colour Masterbatches and Compounding Business](index=19&type=section&id=III.A.3.%20Colourants%2C%20Colour%20Masterbatches%20and%20Compounding%20Business) Despite domestic overcapacity and rising production costs, this business showed resilience, supported by automotive industry subsidies and traditional food packaging, maintaining production scale and slightly decreasing turnover by 2.5%, with a minor decline in profit before tax - Turnover: **HK$358,179 thousand** (2025) vs **HK$367,439 thousand** (2024), a slight decrease of **2.5%**[40](index=40&type=chunk) - Gross profit margin remained similar to the prior year[40](index=40&type=chunk) - Profit before tax: **HK$24,059 thousand** (2025) vs **HK$25,500 thousand** (2024)[40](index=40&type=chunk) [Engineering Plastics Business](index=19&type=section&id=III.A.4.%20Engineering%20Plastics%20Business) Affected by tariff policies, customer ordering strategies tightened, impacting order volumes; however, through refined cost control and expanded customer bases, turnover slightly decreased, but gross margin improved by 2.8 percentage points, and profit before tax grew by 1.8% year-on-year - Turnover: **HK$133,092 thousand** (2025) vs **HK$136,969 thousand** (2024)[41](index=41&type=chunk) - Gross profit margin improved by **2.8 percentage points**[41](index=41&type=chunk) - Profit before tax: **HK$11,064 thousand** (2025) vs **HK$10,868 thousand** (2024), a year-on-year increase of **1.8%**[41](index=41&type=chunk) [Outlook and Strategy](index=20&type=section&id=III.B.%20Outlook%20and%20Strategy) Facing complex geopolitical and economic environments, the Group will adhere to a "seeking progress while maintaining stability" approach and a "balanced domestic and international, diversified synergy" strategy, focusing on national policy opportunities, expanding into overseas emerging markets, optimizing production flexibility, reducing reliance on single markets, and exploring high-value-added application scenarios to enhance risk resistance and sustainable development capabilities - Continuously uphold the "seeking progress while maintaining stability" strategic approach and implement a "balanced domestic and international, diversified synergy" layout strategy[42](index=42&type=chunk) - Focus on national policy trends, maintain the core customer base, and expand new customer sources; look to overseas emerging markets, build a diversified customer system, and mitigate risks from single-market policy fluctuations[42](index=42&type=chunk) - The Vietnam sales office is operating stably, with plans to systematically allocate profitable business resources and identify regions with stable investment environments and sufficient market potential for establishing overseas production bases[42](index=42&type=chunk) - Strengthen the development of end-customers in Southeast Asia and Europe, reduce reliance on the US export industry chain, and actively explore development opportunities in nationally supported industries such as automotive and home appliances, deepening innovation in high-value-added application scenarios[42](index=42&type=chunk) - Optimize cost management and production planning to enhance flexibility in capacity allocation; dynamically adjust inventory strategies to balance the cost advantages of bulk purchasing with the demand for urgent order stocking[43](index=43&type=chunk) [Liquidity and Financial Resources](index=21&type=section&id=III.C.%20Liquidity%20and%20Financial%20Resources) The Group primarily uses internal cash flow and bank loans for working capital, possessing ample bank loan facilities, sufficient cash and cash equivalents, and a healthy gearing ratio as of June 30, 2025 - Available bank loan facilities of approximately **HK$662,792 thousand**, with approximately **HK$355,619 thousand** utilized as of June 30, 2025[44](index=44&type=chunk) - Cash and cash equivalents of approximately **HK$193,161 thousand** as of June 30, 2025[44](index=44&type=chunk) - Gearing ratio of approximately **28.2%** as of June 30, 2025, calculated as net debt divided by total capital[44](index=44&type=chunk) [Foreign Exchange Risk](index=21&type=section&id=III.D.%20Foreign%20Exchange%20Risk) The Group's borrowings, bank balances, and purchases primarily involve HKD, RMB, and USD, with foreign exchange risk managed through close monitoring of exchange rate fluctuations and entering into forward foreign exchange contracts - The Group's borrowings and bank balances are primarily in HKD, RMB, and USD, while purchases are mainly denominated in USD[45](index=45&type=chunk) - Exchange rate fluctuation risk is managed through hedging forward foreign exchange contracts[45](index=45&type=chunk) Maximum Notional Amount of Outstanding Contracts | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Sell HKD to buy USD | 257,400 | 304,200 | [Employees Information](index=21&type=section&id=III.E.%20Employees%20Information) As of June 30, 2025, the Group had approximately 628 full-time employees, with remuneration policies based on individual performance and regular review, offering bonus schemes, social/medical insurance, and provident fund plans - As of June 30, 2025, the Group had approximately **628** full-time employees[46](index=46&type=chunk) - Remuneration policies are formulated based on individual performance and regularly reviewed, including a bonus scheme[46](index=46&type=chunk) - Social or medical insurance and provident fund schemes are provided for employees in different regions[46](index=46&type=chunk) [Criteria for Determining Directors' Remuneration](index=21&type=section&id=III.F.%20Criteria%20for%20Determining%20Directors%27%20Remuneration) Directors' remuneration levels are benchmarked against market standards, considering individual capabilities, contributions, and the company's affordability, while offering similar benefit plans to other Group employees - Directors' remuneration levels are benchmarked against market standards, considering individual capabilities, contributions, and the company's affordability[47](index=47&type=chunk) - Benefit plans similar to those offered to other Group employees are provided[47](index=47&type=chunk) [Other Corporate Information](index=22&type=section&id=IV.%20Other%20Corporate%20Information) [Listed Securities Transactions](index=22&type=section&id=IV.A.%20Listed%20Securities%20Transactions) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed the Company's listed securities during the current year - The Company did not redeem its shares during the current year[48](index=48&type=chunk) - Neither the Company nor any of its subsidiaries purchased or sold the Company's listed securities during the current year[48](index=48&type=chunk) [Compliance with Model Code for Securities Transactions by Directors](index=22&type=section&id=IV.B.%20Compliance%20with%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted a code for directors' securities transactions no less exacting than the Model Code in Appendix C3 of the Listing Rules, and all directors confirmed compliance with this code - The Company has adopted a code for directors' securities transactions no less exacting than the Model Code set out in Appendix C3 of the Listing Rules[49](index=49&type=chunk) - All directors confirmed compliance with the Model Code and the Company's own code for directors' securities transactions during the period[49](index=49&type=chunk) [Annual General Meeting](index=22&type=section&id=IV.C.%20Annual%20General%20Meeting) The Annual General Meeting will be held on Thursday, November 20, 2025, with the relevant notice to be published and dispatched in accordance with the Listing Rules - The Annual General Meeting will be held on **Thursday, November 20, 2025**[50](index=50&type=chunk) - Share transfer registration will be suspended from **Monday, November 17, 2025**, to **Thursday, November 20, 2025**[36](index=36&type=chunk) [Corporate Governance](index=22&type=section&id=IV.D.%20Corporate%20Governance) The Company is committed to establishing sound corporate governance practices and complies with Appendix C1 of the Listing Rules, with an Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee ensuring effective internal control, risk assessment, and board operations - The Company is committed to establishing sound corporate governance practices and procedures, and complies with Appendix C1 "Corporate Governance Code" of the Listing Rules[51](index=51&type=chunk) - The functions of Chairman and Chief Executive Officer are not separated, with the CEO's responsibilities jointly undertaken by all executive directors (including the Chairman), an arrangement the Board believes is in the Group's best interest and will be regularly reviewed[51](index=51&type=chunk) [Corporate Governance Practices](index=22&type=section&id=IV.D.1.%20Corporate%20Governance%20Practices) The Company is committed to establishing sound corporate governance practices and complies with Appendix C1 of the Listing Rules; the Chairman and CEO functions are jointly held by executive directors, an arrangement the Board deems to be in the Group's best interest - The Company is committed to establishing sound corporate governance practices and procedures, and complies with Appendix C1 "Corporate Governance Code" of the Listing Rules[51](index=51&type=chunk) - The functions of Chairman and Chief Executive Officer should be separate, but currently, the CEO's responsibilities are jointly undertaken by all executive directors (including the Chairman)[51](index=51&type=chunk) [Scope of Work of PricewaterhouseCoopers](index=22&type=section&id=IV.D.2.%20Scope%20of%20Work%20of%20PricewaterhouseCoopers) PricewaterhouseCoopers has reconciled the consolidated financial statement figures in the preliminary results announcement with the draft consolidated financial statements, but their work does not constitute an assurance engagement and no opinion or assurance conclusion has been issued - The auditor, PricewaterhouseCoopers, has reconciled the financial figures in the preliminary results announcement with the draft consolidated financial statements[52](index=52&type=chunk) - The auditor's work does not constitute an assurance engagement, and no opinion or assurance conclusion has been issued on the preliminary results announcement[52](index=52&type=chunk) [Audit Committee](index=23&type=section&id=IV.D.3.%20Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, acts as a liaison between the Board and auditors, reviewing external audit work, internal control and risk assessment effectiveness, and annual financial statements - The Audit Committee comprises **three** independent non-executive directors[53](index=53&type=chunk) - Responsible for reviewing the Company's external audit work, internal control, and risk assessment effectiveness[53](index=53&type=chunk) - Reviewed the accounting principles and methods adopted by the Group with management, and discussed internal control and financial reporting matters with the directors, including the review of annual financial statements[53](index=53&type=chunk) [Remuneration Committee](index=23&type=section&id=IV.D.4.%20Remuneration%20Committee) The Remuneration Committee, consisting of three independent non-executive directors and one executive director, is responsible for establishing formal and transparent remuneration policies, overseeing the remuneration packages of executive directors and senior management, and meeting at least annually to evaluate performance and review remuneration - The Remuneration Committee comprises **three** independent non-executive directors and **one** executive director[54](index=54&type=chunk) - Responsible for ensuring formal and transparent remuneration policy formulation procedures to oversee the remuneration packages of executive directors and senior management[54](index=54&type=chunk) - Holds at least one meeting annually to evaluate performance and review the annual remuneration and bonuses of senior management[54](index=54&type=chunk) [Nomination Committee](index=23&type=section&id=IV.D.5.%20Nomination%20Committee) The Nomination Committee, composed of three independent non-executive directors and one executive director, regularly reviews the Board's structure, size, and composition, identifies qualified director candidates, assesses the independence of independent non-executive directors, and advises on director appointments and succession planning, while considering Board diversity - The Nomination Committee comprises **three** independent non-executive directors and **one** executive director[55](index=55&type=chunk) - Responsible for regularly reviewing the Board's structure, size, and composition, identifying qualified director candidates, and assessing the independence of independent non-executive directors[55](index=55&type=chunk) - Considers Board diversity, including gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and length of service[55](index=55&type=chunk) [Corporate Governance Committee](index=24&type=section&id=IV.D.6.%20Corporate%20Governance%20Committee) The Corporate Governance Committee, composed of all independent non-executive directors, is responsible for developing and reviewing the Group's corporate governance policies, monitoring director and senior management training, reviewing legal compliance, and developing codes of conduct and compliance manuals - The Corporate Governance Committee comprises all independent non-executive directors[56](index=56&type=chunk) - Responsible for developing and reviewing the Group's corporate governance policies and implementation, and providing recommendations to the Board[56](index=56&type=chunk) - Reviews and monitors the training and continuous professional development of directors and senior management, as well as the Group's compliance with legal and regulatory requirements[56](index=56&type=chunk) [Publication of Annual Results and Annual Report](index=24&type=section&id=IV.E.%20Publication%20of%20Annual%20Results%20and%20Annual%20Report) The annual results announcement has been published on the HKEX and Company websites, and the annual report will be dispatched to shareholders and posted on these websites at a later date - The annual results announcement has been published on the HKEX website (https://www.hkexnews.hk) and the Company website (https://www.nhh.com.hk)[57](index=57&type=chunk) - The annual report will be dispatched to shareholders and posted on the HKEX website and the Company website at a later date[57](index=57&type=chunk)

[Consolidated Financial Statements](index=1&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the Group's consolidated financial performance and position, including the income statement and balance sheet [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) The Group's revenue for FY2025 increased by 63.9% to 451,190 thousand HKD, but the loss expanded to 511,980 thousand HKD, with loss attributable to owners of the company at 313,961 thousand HKD and basic loss per share at 38.04 HK cents Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 451,190 | 275,244 | +63.9% | | Operating Expenses | (825,234) | (570,558) | +44.6% | | Operating Loss | (374,044) | (295,314) | +26.7% | | Loss Before Tax | (510,800) | (319,857) | +59.7% | | Loss for the Year | (511,980) | (319,187) | +60.4% | | Loss Attributable to Owners of the Company | (313,961) | (182,779) | +71.8% | | Loss Attributable to Non-controlling Interests | (198,019) | (136,408) | +45.2% | | Basic and Diluted Loss Per Share (HK cents) | (38.04) | (23.37) | +62.7% | [Consolidated Statement of Financial Position](index=3&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the Group's total assets increased to 1,986,202 thousand HKD, but net current liabilities and net liabilities were negative, indicating significant going concern uncertainty Summary of Consolidated Statement of Financial Position | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Non-current Assets | 1,392,603 | 907,286 | +53.5% | | Total Current Assets | 593,599 | 351,513 | +68.9% | | Total Current Liabilities | 782,286 | 271,407 | +188.2% | | Net Current (Liabilities) / Assets | (188,687) | 80,106 | -335.6% | | Total Non-current Liabilities | 1,293,482 | 781,493 | +65.5% | | Net (Liabilities) / Assets | (89,566) | 205,899 | -143.5% | | Equity Attributable to Owners of the Company | 363,256 | 458,270 | -20.8% | | Non-controlling Interests | (452,822) | (252,371) | +79.4% | | Total (Capital Deficit) / Equity | (89,566) | 205,899 | -143.5% | [Notes to the Consolidated Financial Statements](index=5&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) This section provides detailed explanations and disclosures supporting the consolidated financial statements [1. Basis of Preparation](index=5&type=section&id=%E9%99%84%E8%A8%BB1.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, on a historical cost basis, modified by the revaluation of investment properties and certain financial instruments measured at fair value, with the Group's functional currency being HKD - Prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, on a historical cost basis, and modified by fair value adjustments[7](index=7&type=chunk) [2. Significant Accounting Policies - Going Concern Basis](index=5&type=section&id=%E9%99%84%E8%A8%BB2.%20%E9%87%8D%E5%A4%A7%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96%20-%20%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F%E5%9F%BA%E6%BA%96) The Group reported a loss of 313,961 thousand HKD, net current liabilities of 188,687 thousand HKD, net liabilities of 89,566 thousand HKD, total borrowings of 1,072,008 thousand HKD, and cash of 242,350 thousand HKD for FY2025, indicating significant going concern uncertainty, though the Board believes sufficient working capital is available through shareholder and secured term loans - The Group faces significant going concern uncertainty due to expanded losses, net current liabilities, and net liabilities[8](index=8&type=chunk) - The Board believes the Group has sufficient working capital through unsecured revolving loans from major shareholders and secured term loan facilities[9](index=9&type=chunk)[10](index=10&type=chunk) [3. Adoption of New and Revised Hong Kong Financial Reporting Standards](index=6&type=section&id=%E9%99%84%E8%A8%BB3.%20%E6%8E%A1%E7%B4%8D%E6%96%B0%E8%A8%82%E5%8F%8A%E7%B6%93%E4%BF%AE%E8%A8%82%E9%A6%99%E6%B8%AF%E8%B2%A1%E5%8B%99%E5%A0%B1%E5%91%8A%E6%BA%96%E5%89%87%E6%9C%83%E8%A8%88%E6%BA%96%E5%89%87) The Group has adopted all new and revised Hong Kong Financial Reporting Standards effective July 1, 2024, without significant changes to accounting policies, financial statement presentation, or reported amounts, with unadopted standards currently under assessment - New and revised Hong Kong Financial Reporting Standards have been adopted, but without significant changes to accounting policies or financial statement presentation[11](index=11&type=chunk) [4. Revenue](index=7&type=section&id=%E9%99%84%E8%A8%BB4.%20%E6%94%B6%E7%9B%8A) The Group's total revenue for FY2025 was 451,190 thousand HKD, primarily from football club, new energy vehicles and related businesses, commercial income, and rental income, with significant growth in new energy vehicles and the termination of healthcare business Revenue by Category | Revenue Category | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | **Revenue from Contracts with Customers** | | | | Commercial Income (at a point in time) | 73,939 | 11,432 | | Matchday Income (at a point in time) | 60,080 | 30,499 | | New Energy Vehicles and Related Businesses (at a point in time) | 123,724 | 5,590 | | Healthcare and Medical Related Businesses (at a point in time) | – | 1,634 | | Subtotal (at a point in time) | 257,743 | 49,155 | | Commercial Income (over time) | 47,014 | 47,708 | | Broadcasting (over time) | 40,896 | 97,359 | | Matchday Income (over time) | 45,578 | 30,588 | | Healthcare Business (over time) | – | 78 | | Subtotal (over time) | 133,488 | 175,733 | | **Revenue from Other Sources** | | | | Commercial Income | 31,780 | 22,177 | | Rental Income | 28,179 | 28,179 | | Subtotal (Other Sources) | 59,959 | 50,356 | | **Total Revenue** | 451,190 | 275,244 | - Healthcare business was terminated after the disposal of Medi Hub in March 2024[13](index=13&type=chunk) [5. Segment Information](index=9&type=section&id=%E9%99%84%E8%A8%BB5.%20%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group currently operates three reportable segments: football club, new energy vehicles and related businesses, and property investment, with the healthcare business terminated in March 2024, and the UK being a primary source of revenue and non-current assets - The Group's operating segments decreased from four to three, with the healthcare business terminated in March 2024[16](index=16&type=chunk) Segment Revenue and Results (2025) | Segment | External Sales (thousand HKD) | Segment Results (thousand HKD) | | :--- | :--- | :--- | | Football Club | 299,287 | (408,961) | | New Energy Vehicles and Related Businesses | 123,724 | (109,737) | | Property Investment | 28,179 | 24,295 | | **Total** | 451,190 | (494,403) | Segment Revenue and Results (2024) | Segment | External Sales (thousand HKD) | Segment Results (thousand HKD) | | :--- | :--- | :--- | | Football Club | 239,763 | (283,287) | | New Energy Vehicles and Related Businesses | 5,590 | (19,195) | | Property Investment | 28,179 | 24,807 | | Healthcare Business | 1,712 | (2,665) | | **Total** | 275,244 | (280,340) | Revenue from External Customers (by Geographical Location) | Region | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | United Kingdom | 299,287 | 239,633 | | Asia | 44,670 | 35,611 | | North America | 107,233 | – | | **Total** | 451,190 | 275,244 | Non-current Assets (by Geographical Location) | Region | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Hong Kong | 87,682 | 64,895 | | China | 215 | 89 | | Cambodia | 475,309 | 470,652 | | United Kingdom | 817,067 | 362,003 | | Japan | 12,330 | 9,647 | | **Total** | 1,392,603 | 907,286 | [6. Other Income](index=12&type=section&id=%E9%99%84%E8%A8%BB6.%20%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) The Group's other income for FY2025 was 8,420 thousand HKD, primarily from grants received from the English Premier League Other Income | Source | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Grants from English Premier League | 8,071 | 7,919 | | Miscellaneous Income | 349 | 137 | | **Total** | 8,420 | 8,056 | - Professional football operations received **8,071 thousand HKD** in grants from the English Premier League[24](index=24&type=chunk) [7. Other Gains / (Losses), Net](index=13&type=section&id=%E9%99%84%E8%A8%BB7.%20%E5%85%B6%E4%BB%96%E6%94%B6%E7%9B%8A%E2%88%95%EF%BC%88%E虧%E6%90%8D%EF%BC%89%EF%BC%8C%E6%B7%A8%E9%A1%8D) The Group recorded net other gains of 33,663 thousand HKD for FY2025, reversing the FY2024 loss, primarily due to reversals of asset impairment losses and fair value gains on financial assets Other Gains / (Losses), Net | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Reversal of Impairment Loss / (Impairment Loss) on Right-of-use Assets | 338 | (2,473) | | Reversal of Impairment Loss / (Impairment Loss) on Property, Plant and Equipment | 6,931 | (60,124) | | Reversal of Impairment Loss / (Impairment Loss) on Intangible Assets | 4,719 | (2,679) | | Gain from Fair Value Change of Financial Assets at FVTPL | 18,895 | 7,820 | | Net Exchange Loss | (379) | (7,060) | | Insurance Compensation | 2,722 | 5,909 | | Gain on Early Termination of Lease Agreements | 437 | – | | R&D Tax Credit | – | 3,659 | | Gain on Disposal of Subsidiaries | – | 883 | | **Total** | 33,663 | (54,065) | - Net exchange loss primarily resulted from the depreciation of certain foreign currencies against HKD during the reporting period[25](index=25&type=chunk) [8. Finance Costs](index=13&type=section&id=%E9%99%84%E8%A8%BB8.%20%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) The Group's finance costs for FY2025 significantly increased to 116,057 thousand HKD, mainly due to higher interest expense on other loans and notional interest on transfer fees payable Finance Costs | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest Expense on Other Loans | 98,578 | 31,908 | | Imputed Interest on Interest-free Loan from Football League Limited | – | 406 | | Notional Interest on Transfer Fees Payable | 14,804 | 4,303 | | Interest on Lease Liabilities | 13,187 | 10,904 | | **Total Interest** | 126,569 | 47,521 | | Less: Interest Capitalized in Property, Plant and Equipment | (10,512) | (10,713) | | **Total Finance Costs** | 116,057 | 36,808 | - Capitalized borrowing costs were calculated at an annual interest rate of **11.9%**[26](index=26&type=chunk) [9. Income Tax (Expense) / Credit](index=14&type=section&id=%E9%99%84%E8%A8%BB9.%20%E6%89%80%E5%BE%97%E7%A8%85%EF%BC%88%E9%96%8B%E6%94%AF%EF%BC%89%E2%88%95%E6%8A%B5%E5%85%8D) The Group's income tax expense for FY2025 was 1,180 thousand HKD, primarily deferred tax, with no provision for profits tax due to the absence of assessable profits in Hong Kong, the UK, and other jurisdictions Income Tax (Expense) / Credit | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Deferred Tax | (1,180) | 670 | - No assessable profits were recorded in Hong Kong, the UK, or other jurisdictions, thus no provision for profits tax was made[28](index=28&type=chunk) [10. Loss for the Year](index=15&type=section&id=%E9%99%84%E8%A8%BB10.%20%E6%9C%AC%E5%B9%B4%E5%BA%A6%E虧%E6%90%8D) The loss for the year is derived after deducting / (including) factors such as staff costs, amortization of intangible assets, depreciation, cost of inventories, fair value gains on financial assets, and various impairment losses Key Components of Loss for the Year | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Total Staff Costs | 444,721 | 381,831 | | Auditor's Remuneration | 1,589 | 1,384 | | Amortization of Intangible Assets | 69,314 | 43,320 | | Depreciation of Property, Plant and Equipment | 34,911 | 30,558 | | Depreciation of Right-of-use Assets | 19,241 | 12,075 | | Short-term Lease Related Expenses | 16,480 | 6,788 | | Cost of Inventories Recognized as Expense | 163,697 | 22,204 | | Gain from Fair Value Change of Financial Assets at FVTPL | (18,895) | (7,820) | | Reversal of Impairment Loss / Impairment Loss on Right-of-use Assets | (338) | 2,473 | | Reversal of Impairment Loss / Impairment Loss on Property, Plant and Equipment | (6,931) | 60,124 | | Reversal of Impairment Loss / Impairment Loss on Intangible Assets | (4,719) | 2,679 | | Reversal of Impairment Loss on Trade Receivables | – | (932) | | Impairment Loss on Trade Receivables | 3,496 | 2,743 | | Net Exchange Loss | 379 | 7,060 | [11. Dividends](index=15&type=section&id=%E9%99%84%E8%A8%BB11.%20%E8%82%A1%E6%81%AF) The Group neither paid nor proposed any dividends for the years ended June 30, 2025, and 2024 - No dividends were paid or proposed during or after the reporting period[30](index=30&type=chunk) [12. Loss Per Share Attributable to Owners of the Company](index=16&type=section&id=%E9%99%84%E8%A8%BB12.%20%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%93%81%E6%9C%89%E4%BA%BA%E6%87%89%E4%BD%B5%E6%AF%8F%E8%82%A1%E虧%E6%90%8D) Basic and diluted loss per share for FY2025 was 38.04 HK cents, an increase from 23.37 HK cents in FY2024 Loss Per Share Calculation | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company for Basic Loss Per Share Calculation (thousand HKD) | (313,961) | (182,779) | | Weighted Average Number of Ordinary Shares for Basic Loss Per Share Calculation | 825,391,398 | 782,006,742 | | Basic and Diluted Loss Per Share (HK cents) | (38.04) | (23.37) | - There were no outstanding potentially dilutive ordinary shares in FY2025, so diluted loss per share was the same as basic loss per share[33](index=33&type=chunk) [13. Investment Properties](index=16&type=section&id=%E9%99%84%E8%A8%BB13.%20%E6%8A%95%E8%B3%87%E7%89%A9%E6%A5%AD) The Group's investment properties were carried at fair value of 470,652 thousand HKD as of June 30, 2025, consistent with 2024, with no significant fair value adjustments, and all properties are leased out, providing stable income - Investment properties fair value was **470,652 thousand HKD**, with no significant fair value adjustments[34](index=34&type=chunk) - All investment properties are leased out, providing stable rental income[34](index=34&type=chunk) [14. Financial Assets at Fair Value Through Profit or Loss](index=17&type=section&id=%E9%99%84%E8%A8%BB14.%20%E6%8C%89%E5%85%AC%E5%B9%B3%E5%80%BC%E8%A8%88%E5%85%A5%E6%90%8D%E7%9B%8A%E4%B9%8B%E9%87%91%E8%9E%8D%E8%B3%87%E7%94%A2) The fair value of the Group's unlisted equity investments increased to 62,595 thousand HKD, generating a fair value gain of 18,895 thousand HKD Financial Assets at Fair Value Through Profit or Loss | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Fair Value of Unlisted Equity Investments | 62,595 | 43,700 | | Analyzed as follows: | | | | Current Assets | – | – | | Non-current Assets | 62,595 | 43,700 | | **Total** | 62,595 | 43,700 | - Fair value change gain of **18,895 thousand HKD** from unlisted equity investments was recognized in profit or loss[35](index=35&type=chunk) [15. Trade Receivables](index=17&type=section&id=%E9%99%84%E8%A8%BB15.%20%E6%87%89%E6%94%B6%E8%B2%BF%E6%98%93%E8%B3%AC%E6%AC%BE) The Group's net trade receivables increased to 88,242 thousand HKD, with the highest proportion aged within 30 days, and recognized impairment losses increased to 10,438 thousand HKD Trade Receivables | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Trade Receivables | 98,680 | 20,194 | | Less: Impairment Loss Recognized | (10,438) | (6,148) | | **Net Amount** | 88,242 | 14,046 | Ageing Analysis of Trade Receivables | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 30 days | 68,674 | 1,221 | | 31 to 90 days | 913 | 963 | | 91 to 180 days | 10,041 | 4,017 | | 181 to 365 days | 8,614 | 7,845 | | **Total** | 88,242 | 14,046 | Expected Loss Rate and Loss Provision for Trade Receivables | Ageing | Current (thousand HKD) | Overdue less than 90 days (thousand HKD) | Overdue more than 90 days (thousand HKD) | Total (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | **June 30, 2025** | | | | | | Weighted Average Expected Loss Rate | 0.0% | 0.0% | 54.8% | | | Amount Receivable | 69,587 | 10,041 | 19,052 | 98,680 | | Loss Provision | – | – | 10,438 | 10,438 | | **June 30, 2024** | | | | | | Weighted Average Expected Loss Rate | 0.0% | 0.0% | 43.9% | | | Amount Receivable | 2,184 | 4,017 | 13,993 | 20,194 | | Loss Provision | – | – | 6,148 | 6,148 | [16. Trade Payables](index=18&type=section&id=%E9%99%84%E8%A8%BB16.%20%E6%87%89%E4%BB%98%E8%B2%BF%E6%98%93%E8%B3%AC%E6%AC%BE) The Group's trade payables increased to 56,608 thousand HKD, primarily concentrated within 30 days and 31-90 days ageing Ageing Analysis of Trade Payables | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 30 days | 18,238 | 20,632 | | 31 to 90 days | 28,829 | 8,971 | | 91 to 180 days | 2,803 | 1,799 | | 181 to 365 days | 4,643 | 2,931 | | Over 365 days | 2,095 | 1,208 | | **Total** | 56,608 | 35,541 | - The Group's average credit period for trade payables is **90 days**[40](index=40&type=chunk) [17. Related Party Transactions](index=19&type=section&id=%E9%99%84%E8%A8%BB17.%20%E9%97%9C%E9%80%A3%E6%96%B9%E4%BA%A4%E6%98%93) The Group's amounts due from related parties were 41,126 thousand HKD, and amounts due to related parties were 269,795 thousand HKD, primarily involving Shelby Amounts Due from/to Related Parties | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Amounts Due from Related Parties - Birmingham City Stadium Ltd | 41,126 | 46,410 | | Amounts Due to Related Parties - Shelby | 269,795 | 210,832 | | Less: Amounts Classified as Non-current Liabilities Repayable on Demand | – | (171,871) | | Amounts Classified as Current Liabilities | 269,795 | 38,961 | - Amounts due from Shelby are unsecured, interest-bearing, and repayable on demand[42](index=42&type=chunk) - Amounts due to Shelby are unsecured, interest-free, with a portion classified as non-current liabilities[42](index=42&type=chunk) [18. Borrowings](index=19&type=section&id=%E9%99%84%E8%A8%BB18.%20%E8%B2%B8%E6%AC%BE) The Group's total borrowings increased to 1,072,008 thousand HKD, primarily from related party loans and major shareholder loans, mostly denominated in GBP and secured Total Borrowings | Loan Type | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Other Loans, Secured: Loans from Related Parties | 971,460 | 475,185 | | Other Loans, Unsecured: Loans from Major Shareholders | 100,349 | 56,930 | | Other Loans, Unsecured: Loans from Third Parties | – | 471 | | Other Loans, Unsecured: Other Loans | 199 | 183 | | **Total** | 1,072,008 | 532,769 | - The Group has pledged its entire interest in BCL as collateral for operating loans provided by Shelby and its group companies[41](index=41&type=chunk) Repayment Period of Borrowings | Repayment Period | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | On demand or within one year | 20,360 | 20,831 | | One to two years | 79,989 | – | | Two to five years | 971,460 | 511,755 | | Over five years | 199 | 183 | | **Total** | 1,072,008 | 532,769 | Borrowing Currency and Effective Annual Interest Rate | Currency | 2025 (thousand HKD) | 2024 (thousand HKD) | 2025 Effective Annual Interest Rate | 2024 Effective Annual Interest Rate | | :--- | :--- | :--- | :--- | :--- | | HKD | 100,349 | 56,930 | 7.00% | 4.50% – 10.50% | | GBP | 971,659 | 475,368 | 11.90% | 0.00% – 11.90% | | RMB | – | 471 | Not Applicable | 5.00% | | **Total** | 1,072,008 | 532,769 | | | [19. Share Capital](index=21&type=section&id=%E9%99%84%E8%A8%BB19.%20%E8%82%A1%E6%9C%AC) The Group's issued share capital increased to 922,783,892 shares, primarily through share subscriptions and placements to raise capital Changes in Share Capital | Item | Number of Shares | Amount (thousand HKD) | | :--- | :--- | :--- | | July 1, 2023 | 771,559,941 | 192,890 | | Shares Issued upon Share Subscription | 43,697,478 | 10,924 | | June 30, 2024 and July 1, 2024 | 815,257,419 | 203,814 | | Shares Issued upon Share Placement | 37,634,000 | 9,409 | | Shares Issued upon Share Subscription | 69,892,473 | 17,473 | | **June 30, 2025** | 922,783,892 | 230,696 | - **43,697,478 new shares** were issued in January 2024 through a subscription, raising **93,600 thousand HKD**[44](index=44&type=chunk) - **37,634,000 shares** were issued in May 2025 through a placement, raising **70,000 thousand HKD**[44](index=44&type=chunk) - **69,892,473 new shares** were issued in April 2025 through a subscription agreement, raising **130,000 thousand HKD**[47](index=47&type=chunk) [20. Contingent Liabilities](index=22&type=section&id=%E9%99%84%E8%A8%BB20.%20%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of June 30, 2025, the Group may be required to pay up to 159,311 thousand HKD in additional transfer fees due to player transfer contracts - Maximum contingent liability for player transfer fees is approximately **159,311 thousand HKD**[45](index=45&type=chunk) [21. Events After Reporting Period](index=22&type=section&id=%E9%99%84%E8%A8%BB21.%20%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) Subsequent to the reporting period, on July 23, 2025, the Group increased its loan facility under the operating loan agreement from GBP 100,000,000 to GBP 150,000,000 - Operating loan facility increased from **GBP 100,000,000** to **GBP 150,000,000** on July 23, 2025[46](index=46&type=chunk) [Extracts from Independent Auditor's Report](index=23&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A%E6%91%98%E9%8C%84) This section presents key excerpts from the independent auditor's report, including their opinion and material uncertainties [Opinion](index=23&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A%E6%91%98%E9%8C%84%20-%20%E6%84%8F%E8%A6%8B) The auditor believes the consolidated financial statements present a true and fair view of the Group's financial position, performance, and cash flows, complying with the disclosure requirements of the Hong Kong Companies Ordinance - The auditor considers the consolidated financial statements to be true and fair, complying with Hong Kong Financial Reporting Standards and the Companies Ordinance[48](index=48&type=chunk) [Material Uncertainty Related to Going Concern](index=23&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A%E6%91%98%E9%8C%84%20-%20%E6%9C%89%E9%97%9C%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F%E7%9A%84%E9%87%8D%E5%A4%A7%E4%B8%8D%E6%98%8E%E6%9C%97%E5%9B%A0%E7%B4%A0) The auditor draws attention to a material uncertainty regarding the Group's ability to continue as a going concern, without modifying their opinion - The auditor draws attention to a material uncertainty regarding the Group's going concern, but has not modified the audit opinion[49](index=49&type=chunk) [Final Dividends](index=24&type=section&id=%E6%9C%AB%E6%9C%9F%E8%82%A1%E6%81%AF) The Board does not recommend the payment of a final dividend for FY2025 - The Board does not recommend the payment of a final dividend for FY2025[50](index=50&type=chunk) [Management Discussion and Analysis](index=24&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section provides an overview of the Group's financial performance, business operations, and future outlook [Performance and Results](index=24&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E8%A1%A8%E7%8F%BE%E5%8F%8A%E6%A5%AD%E7%B8%BE) The Group's FY2025 revenue grew by 63.9% to 451.2 million HKD, but loss attributable to owners of the company expanded by 71.8% to 314.0 million HKD, primarily due to football club relegation, increased finance costs, operating expenses, and intangible asset amortization Key Financial Performance | Metric | 2025 (million HKD) | 2024 (million HKD) | Year-on-year Growth (%) | | :--- | :--- | :--- | :--- | | Revenue | 451.2 | 275.2 | 63.9% | | Loss Attributable to Owners of the Company | (314.0) | (182.8) | 71.8% | | Basic Loss Per Share (HK cents) | (38.04) | (23.37) | 62.7% | - Increased loss was primarily due to football club relegation, higher finance costs, increased operating expenses, increased amortization of intangible assets, and higher share of loss from an associate[51](index=51&type=chunk) [Business Review and Outlook](index=25&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%89%8D%E6%99%AF) The Group primarily operates in three segments: football club, new energy vehicles and related businesses, and property investment, with significant performance in new energy vehicles, focusing on product innovation, market expansion, and building a green energy ecosystem - The Group primarily operates three segments: football club, new energy vehicles and related businesses, and property investment[53](index=53&type=chunk) [Football Club](index=25&type=section&id=%E8%B6%B3%E7%90%83%E7%90%83%E6%9C%83) This section reviews the performance and key developments of the Group's football club segment - The club successfully advanced to the English Football League Championship for the **2024/25 season**[53](index=53&type=chunk) - Football segment revenue was **299.3 million HKD**, a **24.9% year-on-year increase**; segment loss was **409.0 million HKD**, a **44.4% year-on-year increase**[53](index=53&type=chunk) [New Energy Vehicles and Related Businesses](index=25&type=section&id=%E6%96%B0%E8%83%BD%E6%BA%90%E6%B1%BD%E8%BB%8A%E5%8F%8A%E7%9B%B8%E9%97%9C%E6%A5%AD%E5%8B%99) This section details the performance, market presence, and future strategies for the Group's new energy vehicle business - New energy vehicle business has launched brands in markets including Japan, Cambodia, and North America[54](index=54&type=chunk) - Approximately **320 new energy vehicles** were delivered in FY2025, generating **123.7 million HKD** in revenue, with a segment loss of **109.7 million HKD**[54](index=54&type=chunk) - Future strategies include product innovation and diversification, market penetration and deepening, localized cooperation, digital marketing, and building a green energy ecosystem[55](index=55&type=chunk) [Property Investment](index=26&type=section&id=%E7%89%A9%E6%A5%AD%E6%8A%95%E8%B3%87) This section outlines the performance and asset value of the Group's property investment segment - Investment property rental income was **28.2 million HKD**, with all properties fully leased[55](index=55&type=chunk) - Investment properties fair value was **470.7 million HKD**, representing approximately **23.7%** of total assets[55](index=55&type=chunk) [Investment in Unlisted Equity Investments](index=26&type=section&id=%E6%96%BC%E6%9C%AA%E4%B8%8A%E5%B8%82%E8%82%A1%E6%AC%8A%E6%8A%95%E8%B3%87%E4%B9%8B%E6%8A%95%E8%B3%87) This section details the Group's investment in unlisted equity, focusing on its value and contribution to total assets - The Group invested in an independent third party engaged in R&D and sales of zero-emission smart heavy-duty trucks, with its fair value increasing to **62.6 million HKD** by FY2025 year-end, representing **3.2%** of total assets[56](index=56&type=chunk) [Outlook](index=27&type=section&id=%E5%B1%95%E6%9C%9B) This section discusses the Group's future strategies and market positioning amidst global economic challenges and green energy trends - The global macroeconomic environment is complex and challenging, but the trend towards green and low-carbon transition is irreversible[57](index=57&type=chunk) - The Group will actively expand its global electric vehicle sales business, focusing on innovative, reliable, and inclusive electric mobility solutions[57](index=57&type=chunk) [Financial Review](index=27&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) This section provides a detailed review of the Group's FY2025 financial metrics, including revenue, operating expenses, other income, other gains/losses, gain on disposal of player registrations, amortization of intangible assets, selling and marketing expenses, administrative and other expenses, R&D costs, finance costs, and share of results of an associate [Revenue](index=27&type=section&id=%E6%94%B6%E7%9B%8A) This section provides a detailed breakdown of the Group's revenue by segment for the reporting period Revenue by Segment | Segment | 2025 (million HKD) | 2024 (million HKD) | Year-on-year Growth (%) | | :--- | :--- | :--- | :--- | | Football Club | 299.3 | 239.8 | 24.8% | | New Energy Vehicles and Related Businesses | 123.7 | 5.6 | 2,113.3% | | Property Investment | 28.2 | 28.2 | 0.0% | | **Total Revenue** | 451.2 | 275.2 | 63.9% | [Operating Expenses](index=28&type=section&id=%E7%B6%93%E7%87%9F%E9%96%8B%E6%94%AF) This section analyzes the increase in operating expenses, primarily driven by the football club and new energy vehicle segments - Operating expenses increased by **44.6%** to **825.2 million HKD**, primarily due to increased expenses in the football club and new energy vehicle business segments[59](index=59&type=chunk) [Other Income](index=28&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) This section details the Group's other income, predominantly from English Premier League grants - Other income was **8.4 million HKD**, primarily from English Premier League grants[60](index=60&type=chunk) [Other Gains / (Losses), Net](index=28&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E7%9B%8A%E2%88%95%EF%BC%88%E虧%E6%90%8D%EF%BC%89%EF%BC%8C%E6%B7%A8%E9%A1%8D) This section reviews the net other gains, driven by asset impairment reversals and fair value gains on financial assets - Net other gains were **33.7 million HKD**, primarily from asset impairment reversals, insurance compensation, and fair value gains on financial assets[61](index=61&type=chunk) [Gain on Disposal of Player Registrations](index=28&type=section&id=%E5%87%BA%E5%94%AE%E7%90%83%E5%93%A1%E8%A8%BB%E5%86%8A%E4%B9%8B%E6%BA%A2%E5%88%A9) This section reports the gain generated from the disposal of player registrations - Gain on disposal of player registrations was **143.7 million HKD**, a **5.3% year-on-year decrease**[62](index=62&type=chunk) [Amortization of Intangible Assets](index=28&type=section&id=%E7%84%A1%E5%BD%A2%E8%B3%87%E7%94%A2%E6%攤%E9%8A%B7) This section explains the increase in intangible asset amortization due to a higher number of signed players - Amortization of intangible assets was **69.3 million HKD**, a **60.0% year-on-year increase**, primarily due to an increased number of signed players[63](index=63&type=chunk) [Selling and Marketing Expenses](index=28&type=section&id=%E9%8A%B7%E5%94%AE%E5%8F%8A%E7%87%9F%E9%8A%B7%E9%96%8B%E6%94%AF) This section highlights the introduction of selling and marketing expenses in the current fiscal year - Selling and marketing expenses were **24.5 million HKD**, with no such expenses in 2024[64](index=64&type=chunk) [Administrative and Other Expenses](index=29&type=section&id=%E8%A1%8C%E6%94%BF%E5%8F%8A%E5%85%B6%E4%BB%96%E9%96%8B%E6%94%AF) This section details the increase in administrative and other expenses, mainly driven by the expansion of the new energy vehicle business - Administrative and other expenses were **67.6 million HKD**, a **27.6% year-on-year increase**, primarily due to increased development costs for the new energy vehicle business[65](index=65&type=chunk) [Research and Development Costs](index=29&type=section&id=%E7%A0%94%E7%99%BC%E6%88%90%E6%9C%AC) This section outlines the research and development costs incurred for new products and technology in the Asian market - Research and development costs were **27.1 million HKD**, primarily for new product and technology development in the Asian market[66](index=66&type=chunk) [Finance Costs](index=29&type=section&id=%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) This section explains the significant increase in finance costs, attributed to higher loan interest and notional interest on transfer fees - Finance costs were **116.1 million HKD**, a **215.3% year-on-year increase**, primarily due to higher loan interest and notional interest on transfer fees[67](index=67&type=chunk) [Share of Results of an Associate](index=29&type=section&id=%E5%88%86%E4%BD%B5%E4%B8%80%E9%96%93%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E6%A5%AD%E7%B8%BE) This section reports the Group's share of loss from an associate, mainly due to increased operating expenses - Share of loss from an associate was **26.8 million HKD**, primarily due to increased operating expenses at the associate[68](index=68&type=chunk) [Intangible Assets](index=29&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E7%84%A1%E5%BD%A2%E8%B3%87%E7%94%A2) The Group's intangible assets increased to 288.7 million HKD, a 380.7% year-on-year increase, primarily due to increased player registrations from signing new players - Intangible assets were **288.7 million HKD**, a **380.7% year-on-year increase**, primarily from signing new players[69](index=69&type=chunk) [Contingent Liabilities](index=29&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) Aside from player transfer fees disclosed in Note 20, the Group has no other significant contingent liabilities - No other significant contingent liabilities exist apart from player transfer fees[70](index=70&type=chunk) [Capital Commitments](index=29&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E8%B3%87%E6%9C%AC%E6%89%BF%E6%93%94) The Group has capital commitments of 13.4 million HKD for product development fees and pledged 62.4 million HKD to ZO Motors North America LLC, with 19.5 million HKD unfulfilled - Capital commitments for product development fees were **13.4 million HKD**[71](index=71&type=chunk) - Committed to inject **62.4 million HKD** into ZO Motors North America LLC, with **19.5 million HKD** unfulfilled[72](index=72&type=chunk) [Capital Expenditure](index=30&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E8%B3%87%E6%9C%AC%E9%96%8B%E6%94%AF) The Group's capital expenditure for FY2025 was approximately 204.8 million HKD for property, plant, and equipment, primarily funded by non-controlling shareholders of its UK subsidiary - Capital expenditure was **204.8 million HKD**, primarily for property, plant, and equipment, funded by non-controlling shareholders of the UK subsidiary[74](index=74&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=30&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) The Group's current ratio decreased to 75.9%, gearing ratio increased to 74.7%, and total liabilities to total assets ratio rose to 104.5%, with operations funded by internal cash flow, bank loans, shareholder and third-party loans, and capital markets - Current ratio decreased to **75.9%**, gearing ratio increased to **74.7%**, and total liabilities to total assets ratio rose to **104.5%**[75](index=75&type=chunk) - The Group funds operations through internal cash flow, bank loans, shareholder and third-party loans, and capital markets[76](index=76&type=chunk) [Financial Ratios](index=30&type=section&id=%E8%B2%A1%E5%8B%99%E6%AF%94%E7%8E%87) This section presents key financial ratios, including liquidity, gearing, and total liabilities to total assets ratios Key Financial Ratios | Ratio | 2025 | 2024 | | :--- | :--- | :--- | | Current Ratio | 75.9% | 129.5% | | Gearing Ratio | 74.7% | 53.8% | | Total Liabilities to Total Assets Ratio | 104.5% | 83.6% | [Financial Resources](index=30&type=section&id=%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) This section details the Group's cash and borrowings, and management's efforts to enhance financial strength - Bank balances and cash were **242.4 million HKD**, with total borrowings of **1,072.0 million HKD**[76](index=76&type=chunk) - Management is committed to enhancing financial strength through cost control and exploring external debt and equity financing opportunities[77](index=77&type=chunk) [Directors' Opinion on Sufficiency of Working Capital](index=31&type=section&id=%E8%91%A3%E4%BA%8B%E5%B0%8D%E7%87%9F%E9%81%8B%E8%B3%87%E9%87%91%E8%B6%B3%E5%A4%A0%E6%80%A7%E4%B9%8B%E6%84%8F%E8%A6%8B) This section presents the Board's assessment of the Group's working capital sufficiency based on expected financial performance and available financing - The Board believes the Group has sufficient working capital, based on expected financial performance, net cash flows, and available loan facilities[78](index=78&type=chunk) [Foreign Exchange Risk](index=31&type=section&id=%E5%A4%96%E5%8C%AF%E9%A2%A8%E9%9A%AA) This section describes the Group's exposure to foreign exchange risk from multi-country operations and its hedging policy - Foreign exchange risk primarily arises from multi-country operations, with major transaction currencies including GBP, USD, HKD, RMB, and JPY[79](index=79&type=chunk) - The Group does not use derivative financial instruments to hedge foreign exchange risk[79](index=79&type=chunk) [Pledge of Assets](index=31&type=section&id=%E8%B3%87%E7%94%A2%E8%B3%AA%E6%8A%BC) This section details the Group's pledge of assets as collateral for operating loans - The Group has pledged its entire interest in BCL as collateral for operating loans provided by Shelby[80](index=80&type=chunk) [Capital Structure](index=32&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) The Group's issued share capital increased to 922,783,892 shares through share placements and subscriptions - The Group's issued share capital increased to **922,783,892 shares** through share placements and subscriptions[82](index=82&type=chunk) [Use of Proceeds](index=32&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) Net proceeds of 69.6 million HKD from the placement were fully used for debt repayment and general working capital; of 129.4 million HKD from the subscription, 69.3 million HKD was for debt repayment, 15.1 million HKD for working capital, and the remaining 45.0 million HKD will be used as planned - Net proceeds of **69.6 million HKD** from the placement were fully utilized for debt repayment and general working capital[83](index=83&type=chunk) Use of Net Proceeds from Subscription | Intended Use | Intended Use of Net Proceeds (million HKD) | Actual Utilisation (million HKD) | Unutilised (million HKD) | Expected Timeline for Intended Use | | :--- | :--- | :--- | :--- | :--- | | Repayment of the Group's Liabilities | 90.6 | 69.3 | 21.3 | Before August 31, 2025 | | General Working Capital | 38.8 | 15.1 | 23.7 | Before December 31, 2025 | | **Total** | 129.4 | 84.4 | 45.0 | | [Human Resources and Remuneration Policy](index=33&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E4%BA%BA%E5%8A%9B%E8%B3%87%E6%BA%90%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) The Group's average number of employees increased to approximately 580, with total staff costs rising to 444.7 million HKD, offering competitive remuneration, benefits, and emphasizing employee training - The Group's average number of employees was approximately **580**, with total staff costs of **444.7 million HKD**[85](index=85&type=chunk) - Competitive remuneration, benefits, and training allowances are provided[85](index=85&type=chunk) [Other Information](index=34&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) This section provides additional information on corporate governance, auditor review, and significant events after the reporting period [Review of Preliminary Announcement](index=34&type=section&id=%E5%AF%A9%E9%96%B1%E5%88%9D%E6%AD%A5%E5%85%AC%E5%91%8A) The auditor has confirmed that the financial figures in the preliminary results announcement align with the audited consolidated financial statements, but has not expressed any opinion or assurance conclusion on the preliminary announcement - The auditor has confirmed that the financial figures in the preliminary results announcement align with the audited statements, but has not expressed an opinion on the preliminary announcement[86](index=86&type=chunk) [Audit Committee](index=34&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Group has established an Audit Committee comprising three independent non-executive directors, responsible for reviewing and overseeing financial reporting processes, risk management, and internal control systems - The Audit Committee comprises three independent non-executive directors, responsible for reviewing financial reporting, risk management, and internal controls[87](index=87&type=chunk) [Corporate Governance](index=34&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB) The Group has consistently complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules throughout FY2025 - The Group complied with all applicable provisions of the Corporate Governance Code in FY2025[88](index=88&type=chunk) [Standard Code for Securities Transactions by Directors](index=34&type=section&id=%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E7%9A%84%E6%A8%99%E6%BA%96%E5%AE%88%E5%89%87) The Group has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and directors have confirmed compliance with its requirements - The Group has adopted the Standard Code, and directors have confirmed compliance[89](index=89&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=34&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B9%8B%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) Neither the Group nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during FY2025 - Neither the Group nor its subsidiaries purchased, sold, or redeemed the Company's listed securities in FY2025[90](index=90&type=chunk) [Events After Reporting Period](index=35&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99%20-%20%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) Subsequent to the reporting period, on July 23, 2025, the Group increased its loan facility under the operating loan agreement from GBP 100,000,000 to GBP 150,000,000 - Operating loan facility increased from **GBP 100,000,000** to **GBP 150,000,000** on July 23, 2025[91](index=91&type=chunk) [Publication of Annual Results Announcement and Annual Report](index=35&type=section&id=%E5%88%8A%E7%99%BC%E5%85%A8%E5%B9%B4%E6%A5%AD%E7%B8%BE%E5%85%AC%E5%91%8A%E5%8F%8A%E5%B9%B4%E5%A0%B1) This announcement has been published on the Company's and the Stock Exchange's websites, and the annual report will be dispatched to shareholders in due course - The annual results announcement has been published on the Company's and the Stock Exchange's websites, and the annual report will be dispatched to shareholders in due course[92](index=92&type=chunk)

中期報告 2025 目錄 | 公司資料 | 2 | | --- | --- | | 管理層討論及分析 | 4 | | 其他資料 | 23 | | 獨立審閱報告 | 43 | | 簡明綜合損益表 | 45 | | 簡明綜合全面收益表 | 46 | | 簡明綜合財務狀況表 | 47 | | 簡明綜合權益變動表 | 49 | | 簡明綜合現金流量表 | 50 | | 中期簡明財務報表附註 | 52 | | 釋義 | 64 | 公司資料 公司資料 執行董事 劉利平博士 （本公司董事會主席兼行政總裁） 于萌女士 非執行董事 朱迅博士 馬立雄先生 （董事會副主席） 江峰先生 獨立非執行董事 譚擘先生 李靖博士 孔德偉先生 審核委員會 譚擘先生 （主席） 李靖博士 孔德偉先生 薪酬委員會 李靖博士 （主席） 劉利平博士 譚擘先生 提名委員會 劉利平博士 （主席） 李靖博士 孔德偉先生 聯席公司秘書 高麗萍女士 朱璧敏女士 授權代表 劉利平博士 朱璧敏女士 中國總辦事處及主要營業地點 中國廣東省 深圳市福田區 福保街道福保社區 深港科技創新合作區 D棟第九層至十層 香港主要營業地點 香港 灣仔 皇后大道東248號 大新金融中 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任 何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。本公佈僅 供參考，並不構成購入、購買或認購本公司任何證券之邀請或要約。 GREEN ENERGY GROUP LIMITED 綜合全面收益表 截至二零二五年六月三十日止年度 | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | 附註 | 千港元 | 千港元 | | | | | （重新列報） | | 持續經營業務： | | | | | 收入 | 4, 5 | 68,887 | 70,820 | | 其他收入 | | 1,179 | 339 | | 製成品存貨變動 | | (1,012) | (595) | | 貨品及消耗品的採購額 | | (35,082) | (37,544) | | 運輸成本 | | (19,738) | (16,621) | | 員工成本 | | (16,050) | (14,791) | | 物業、廠房及設備的折舊 | | (1,45 ...

Revenue Performance - For the six months ended June 30, 2025, total revenue from media and arts higher education, vocational education, and international education reached RMB 352.2 million, representing a 10.0% increase compared to RMB 320.3 million in the same period of 2024[5]. - Total revenue decreased by RMB 7.3 million or 1.9% to RMB 379.3 million for the six months ended June 30, 2025, compared to RMB 386.6 million for the same period in 2024[26]. - Revenue from the media and arts higher education, vocational education, and international education segment increased by RMB 31.9 million or 10.0% to RMB 352.2 million, driven by increased undergraduate course revenue[27]. - Revenue for the six months ended June 30, 2025, was RMB 379,289 thousand, a decrease of 1.3% from RMB 386,570 thousand in the same period of 2024[99]. - Revenue from higher education courses increased to RMB 266,091,000, up 14.6% from RMB 231,957,000 in the previous year[99]. - The entertainment and live e-commerce segment reported a significant decline in revenue, dropping 59.2% to RMB 27.1 million from RMB 66.3 million year-over-year[5]. - Revenue from live e-commerce promotions dropped to RMB 1,964,000, a decline of 78.5% from RMB 9,159,000 in the previous year[99]. - The total revenue from artist management services was RMB 24,450,000, down 46.5% from RMB 45,781,000 in the same period last year[99]. Profitability - The gross profit for the period was RMB 207.7 million, an increase of 7.2% from RMB 193.8 million in the previous year[5]. - Net profit for the period surged by 136.4% to RMB 140.1 million, compared to RMB 59.3 million in the same period last year[5]. - Adjusted net profit, as per non-Hong Kong Financial Reporting Standards, was RMB 140.6 million, up 29.7% from RMB 108.4 million in 2024[5]. - Overall gross profit increased by 7.2% to RMB 207.7 million, with a gross profit margin rising from 50.1% to 54.8%[30]. - The entertainment and live e-commerce segment recorded a loss of RMB 45.2 million, primarily due to a fair value loss of RMB 31.4 million related to the production of "Dou Po Cang Qiong" and reduced live streaming activities by key artists[16]. - The group achieved a profit before tax of RMB 140,623,000, significantly higher than RMB 59,658,000 for the same period in 2024[102]. - Basic and diluted earnings per share were both RMB 7.73, compared to RMB 2.99 in the same period last year[86]. - The group’s total income from other education-related services increased to RMB 4,440,000, up 35.6% from RMB 3,274,000 in the previous year[99]. Student Enrollment and Education Capacity - The total number of students enrolled as of June 30, 2025, was approximately 29,742, with full-time undergraduates accounting for 25,157, reflecting a year-over-year growth of about 4.1%[9]. - The group plans to expand its media and arts education capacity to accommodate approximately 50,000 students, with around 40,000 in degree education[19]. - The group is committed to enhancing its position in the private media and arts education sector in China, providing more practical opportunities and diverse employment channels for students[22]. Financial Position and Liquidity - As of June 30, 2025, the cash and cash equivalents totaled RMB 1,114.8 million, down from RMB 1,306.2 million as of December 31, 2024, primarily due to cash used in operating activities and dividend distributions[42]. - The current ratio as of June 30, 2025, was 457.7%, significantly up from 241.4% as of December 31, 2024, indicating improved liquidity[42]. - The debt-to-asset ratio decreased from 20.0% on December 31, 2024, to 8.8% on June 30, 2025, reflecting a stronger financial position[42]. - The total equity as of June 30, 2025, was RMB 2,492.3 million, slightly up from RMB 2,445.6 million as of December 31, 2024[43]. - The company had no interest-bearing borrowings as of June 30, 2025, maintaining a zero interest-bearing debt ratio[44]. Operational Efficiency and Cost Management - Sales expenses decreased from RMB 9.3 million to RMB 7.4 million, primarily due to reduced expenses in the entertainment and live e-commerce segment[34]. - Administrative expenses decreased from RMB 60.0 million to RMB 55.8 million, also due to reductions in the entertainment and live e-commerce segment[35]. - Total salary costs for the six months ended June 30, 2025, were RMB 102.1 million, compared to RMB 103.9 million for the same period in 2024, indicating a reduction in payroll expenses[53]. Strategic Initiatives and Future Outlook - The group aims to launch a subscription-based product for AI teaching and AI arts courses in the second half of 2025, focusing on personalized education in film production, animation design, and digital media arts[21]. - The knowledge payment and vertical e-commerce sector is expected to integrate high-quality resources in media and arts, targeting a subscription model with millions of potential subscribers[20]. - The company is exploring strategic acquisitions to enhance its product offerings, with a budget of up to RMB 200 million allocated for potential deals[137]. - A new marketing strategy was introduced, aiming to increase brand awareness by 40% in the next year[137]. - The company provided guidance for the next quarter, expecting revenue to be between RMB 550 million and RMB 600 million, indicating a potential growth of 10% to 20%[137]. Shareholder Information and Corporate Governance - The company did not recommend the distribution of an interim dividend for the six months ended June 30, 2025, consistent with the previous period[62]. - The company’s major shareholder, Mr. Pu, holds 1,208,000,000 shares, representing approximately 72.99% of the total shares issued as of June 30, 2025[65]. - The company has two existing share plans, with no new shares issued during the reporting period under these plans[70]. - The company’s board of directors remains unchanged since the last annual report, with no new disclosures required[63]. Regulatory and Compliance Matters - The independent auditor conducted a review of the interim financial information in accordance with the relevant Hong Kong standards[59]. - There were no significant litigations or arbitration proceedings involving the company during the reporting period[61]. - The company has not reported any major developments since the publication of the 2024 annual report regarding qualification requirements[80].

Financial Performance - Revenue for the fiscal year 2025 was approximately HKD 689.4 million, a decrease of about 21.7% compared to HKD 881.0 million in fiscal year 2024[3] - Gross profit for fiscal year 2025 was approximately HKD 477.8 million, down 25.5% from HKD 641.2 million in fiscal year 2024[3] - The loss attributable to owners of the company for fiscal year 2025 was approximately HKD 17.5 million, compared to a profit of HKD 33.6 million in fiscal year 2024[3] - Basic loss per share for fiscal year 2025 was HKD 0.9 cents, compared to a basic earnings per share of HKD 1.6 cents in fiscal year 2024[5] - The company reported a pre-tax loss of HKD 30,465,000 for the fiscal year ending June 30, 2025, compared to a pre-tax profit of HKD 42,780,000 in 2024[23] - Other income, gains, and losses decreased from approximately HKD 69.0 million in FY 2024 to approximately HKD 61.0 million in FY 2025, a decline of about 11.6%[51] - The company recorded a loss attributable to owners of approximately HKD 17.5 million in FY 2025, compared to a profit of HKD 33.6 million in FY 2024[55] Revenue Breakdown - For the fiscal year ending June 30, 2025, total revenue reached HKD 689,431,000, with watch sales contributing HKD 607,197,000 and movement trading contributing HKD 82,234,000[19] - The revenue from the Tian Wang watch business, which accounted for approximately 84.2% of total revenue in FY 2025, fell by about HKD 188.6 million or 24.5% to approximately HKD 580.8 million[47] - The revenue from the movement trading business accounted for approximately 11.9% of total revenue in FY 2025, with a revenue of approximately HKD 82.2 million, down about 4.4% from FY 2024[49] - The revenue from other brands (excluding Tian Wang) increased from approximately HKD 25.6 million in FY 2024 to approximately HKD 26.4 million in FY 2025, an increase of about 3.1%[48] - The revenue contribution from the Tian Wang watch business to the group's total revenue for the fiscal year 2025 is approximately 84.2%, down from 87.3% in fiscal year 2024[58] Expenses and Costs - The sales and distribution costs reduced from approximately HKD 569.0 million in FY 2024 to approximately HKD 477.6 million in FY 2025, a decrease of about 16.1%[52] - Administrative expenses decreased from approximately HKD 93.2 million in FY 2024 to approximately HKD 83.8 million in FY 2025, a reduction of about 10.1%[53] - The company’s total employee costs for the fiscal year 2025 amounted to HKD 252,093,000, a decrease from HKD 270,526,000 in 2024[27] - The company’s financing costs decreased to HKD 592,000 in 2025 from HKD 619,000 in 2024, reflecting improved cost management[26] Assets and Liabilities - Total assets as of June 30, 2025, were approximately HKD 1,505.6 million, a decrease from HKD 1,545.5 million in 2024[6] - Current assets net value was approximately HKD 1,334.9 million, compared to HKD 1,390.8 million in 2024[7] - The company's equity attributable to owners was approximately HKD 2,261.5 million, down from HKD 2,314.6 million in 2024[7] - Non-current liabilities decreased from HKD 69.0 million in 2024 to HKD 38.6 million in 2025[7] - The fair value of investment properties decreased to HKD 122,519,000 as of June 30, 2025, from HKD 142,639,000 in 2024[35] Accounting Standards and Policies - The group has applied the revised Hong Kong Financial Reporting Standards for the first time in the preparation of consolidated financial statements, effective from July 1, 2024[10] - The 2020 amendments clarify the classification of liabilities as current or non-current based on rights existing at the reporting date, not management's intentions[11] - The group has retrospectively applied the new accounting policies for classifying liabilities as current or non-current, with no significant impact on the consolidated financial statements for the year[12] - The group plans to apply the newly issued and revised Hong Kong Financial Reporting Standards when they become effective, including HKFRS 9 and HKFRS 7 amendments[13] Investment and Financial Strategy - The company has committed to invest USD 10 million in KKR Asia Tactical Credit (Overseas) Fund SCSp, known as KKR Fund II, as of August 29, 2025[75] - KKR Fund II aims to generate substantial returns by maintaining a portfolio with approximately 75-80% core investments and 20-25% event-driven investments, focusing on liquidity leveraged credit markets[76] - The company has adopted an internal investment policy aimed at enhancing the efficiency of idle funds and providing stable returns while expanding income sources[80] - The investment strategy emphasizes maintaining appropriate investment sizes and optimizing portfolio structure to effectively allocate company resources[81] Dividends and Shareholder Information - The company proposed a special dividend of HKD 0.01 per share for fiscal year 2025[5] - A special dividend of HKD 0.01 per share has been proposed for the fiscal year 2025, to be paid on December 11, 2025, to shareholders listed as of November 28, 2025[98] - The company will suspend share transfer registration from November 18 to November 21, 2025, to determine eligible shareholders for the annual general meeting[99] Operational Challenges and Future Outlook - The e-commerce segment is expected to face challenges due to intensified competition and overall weak consumer sentiment, prompting the company to enhance online operational capabilities through targeted marketing activities[97] - The group has diversified its operations by supplying OEM-produced mechanical watch movements and watches to markets outside Hong Kong, Macau, and China[95] - The group aims to continue offering a diverse range of fashionable watches and has launched gift boxes that include fashion watches and jewelry products in collaboration with third-party brands[96]

Financial Performance - Revenue increased by RMB 106.5 million or 3.5% to RMB 3,181.1 million for the six months ended June 30, 2025[13] - Gross profit rose by RMB 79.0 million or 3.8% to RMB 2,157.6 million, with a gross margin of 67.8%[13] - Net profit attributable to shareholders decreased by RMB 74.9 million or 19.3% to RMB 312.9 million[13] - EBITDA increased by RMB 48.1 million or 4.2% to RMB 1,204.2 million[13] - The company recorded a revenue increase of 3.5% to RMB 3,181.1 million for the six months ending June 30, 2025[16] - Revenue from the oncology treatment segment increased by 13.5% to RMB 1,295.2 million, while revenue from the central nervous system treatment segment rose by 5.4% to RMB 867.5 million[18] - The cardiovascular treatment segment saw a revenue decrease of 9.2% to RMB 693.0 million, and the metabolic treatment segment's revenue decreased by 7.9% to RMB 180.2 million[18] - The net profit attributable to the company was approximately RMB 357.4 million, a decrease of RMB 80.8 million or 18.4% compared to RMB 438.2 million in the previous year[78] - Total comprehensive income for the period was RMB 425,791 thousand, slightly down from RMB 440,312 thousand in 2024[120] Research and Development - The company has a total of 31 products under development in China, including 13 oncology products and 12 CNS products[6] - The R&D team consists of 611 employees, including 59 PhDs and 299 Master's degree holders[6] - The company has achieved significant R&D milestones for several candidate products during the reporting period[40] - The company continues to invest in four strategic therapeutic areas: oncology, central nervous system, cardiovascular, and metabolism, with 31 products in various stages of development in China as of June 30, 2025, including 13 oncology products, 12 CNS products, and 6 others[39] - The global first weekly-administered transdermal patch for donepezil (LY30410) received approval in China in October 2023 for treating mild to moderate Alzheimer's disease symptoms, and is expected to launch in Japan by March 2025[41] - The next-generation VMAT2 inhibitor LY03015 has shown good safety and tolerability in Phase I trials, with Phase II trials for tardive dyskinesia patients ongoing in China[45] - The company is developing LY03017, a novel compound for treating Parkinson's disease psychosis and Alzheimer's disease psychosis, with promising preclinical results indicating superior efficacy and safety[47] - LY03020, a new generation antipsychotic, has demonstrated significant improvements in schizophrenia symptoms and is expected to meet clinical needs better than existing treatments[48] - LY03021, an innovative compound for treating depression, has shown rapid onset and sustained efficacy in preclinical studies, with Phase I trials ongoing in China[49][51] Market and Competitive Position - The company has established a strong competitive advantage in 18 major products within high-prevalence disease areas, with market share expected to grow or maintain current levels[19] - The company has developed a global supply chain with 8 production bases and adheres to international GMP quality management standards[15] - The product "Lipopson" is the only marketed paclitaxel liposome formulation globally and has been included in the 2024 National Medical Insurance Drug List in China[20] - "Bevacizumab" (博優諾) has received approval for multiple cancer treatments and is currently under review for market authorization in Brazil[21] - "Goserelin" (百拓維) is the only long-acting microsphere formulation of its kind and has been included in the 2023 National Medical Insurance Drug List for prostate cancer treatment[22] - "Zanbiga" (贊必佳) has received priority review approval in China and is the only new chemical entity approved by the FDA for treating recurrent small cell lung cancer in nearly 28 years[23] - "Mimixin" (米美欣) is a novel oral formulation approved for severe pain management, incorporating abuse-deterrent technology to prevent misuse[25] - The company has launched Rykindo, a long-acting injectable for schizophrenia, which was included in the national medical insurance catalog in December 2023, maintaining the original reimbursement standards[29] - Erzofri, a long-acting injectable for schizophrenia, received FDA approval in July 2024, marking it as the first product developed by a Chinese company with independent intellectual property rights in the U.S.[30] Financial Position and Assets - The total assets increased to RMB 32,031.5 million as of June 30, 2025, compared to RMB 27,198.5 million at the end of 2024[10] - As of June 30, 2025, the group's net current assets amounted to approximately RMB 3,748.2 million, an increase from RMB 2,539.0 million as of December 31, 2024[79] - The current ratio increased from approximately 1.24 as of December 31, 2024, to approximately 1.31 as of June 30, 2025, primarily due to a slight increase in current assets[79] - Total borrowings increased from approximately RMB 8,294.4 million as of December 31, 2024, to approximately RMB 9,770.9 million as of June 30, 2025[80] - The debt-to-equity ratio rose from 52.7% as of December 31, 2024, to 59.1% as of June 30, 2025, mainly due to the increase in total borrowings during the reporting period[81] - Non-current assets totaled RMB 16,344,287 thousand as of June 30, 2025, compared to RMB 16,304,093 thousand at the end of 2024[121] - Current assets increased to RMB 15,687,178 thousand from RMB 13,308,107 thousand, indicating a growth of 17.9%[121] - Current liabilities rose to RMB 11,939,025 thousand from RMB 10,769,142 thousand, reflecting an increase of 10.9%[122] - Total equity as of June 30, 2025, was RMB 16,542,615 thousand, up from RMB 15,753,670 thousand at the end of 2024[122] Shareholder and Governance Information - Major shareholders include Green Leaf Pharmaceutical Investment Limited with a 33.13% stake and Hillhouse Fund V, LP with a 14.68% stake[107] - The company has adhered to corporate governance standards, except for a deviation regarding the separation of the roles of Chairman and CEO[100] - The company has adopted a code of conduct for securities trading by directors and employees, ensuring compliance with regulations[101] - The audit committee has reviewed the unaudited interim financial statements for the six months ending June 30, 2025, and recommended their adoption to the board[103] - There were no changes in director information that required disclosure under the listing rules as of the reporting date[105] Cash Flow and Financing Activities - The company’s cash flow from operating activities generated RMB 1,784,352,000, a significant improvement compared to a cash outflow of RMB 394,400,000 in the previous year[126] - The company reported a net cash inflow from financing activities of RMB 583,809 thousand for the six months ended June 30, 2025, compared to RMB 980,399 thousand in the same period of 2024[127] - The company’s total cash flow from investment activities was a net outflow of RMB 267,365 thousand for the six months ended June 30, 2025, an improvement from a net outflow of RMB 505,313 thousand in the same period of 2024[127] - The company has secured bank loans with interest rates ranging from 2.27% to 4.50% for guaranteed bank loans maturing between 2025 and 2026, totaling RMB 3,149,496,000[159] - The company reported a provision for arbitration claims amounting to approximately RMB 273,482,000, including arbitration fees and related interest[161] Risks and Contingencies - The company identified potential risks related to pillar two income tax regulations primarily in Switzerland and mainland China, but these do not pose significant impacts on overall tax risks[142] - As of June 30, 2025, the company had no significant contingent liabilities[82] - There were no major acquisitions or disposals of subsidiaries, associates, or joint ventures during the six months ended June 30, 2025[86]

CONTENTS 目錄 2 Financial Highlights 財務摘要 3 Corporate Profile 公司簡介 7 Management Discussion and Analysis 管理層討論與分析 64 Corporate Governance and Other Information 企業管治及其他資料 80 Review Report 審閱報告 82 Consolidated Statement of Profit or Loss and Other Comprehensive Income 綜合損益及其他全面收益表 84 Consolidated Statement of Financial Position 綜合財務狀況表 86 Consolidated Statement of Changes in Equity 綜合權益變動表 88 Consolidated Cash Flow Statement 綜合現金流量表 90 Notes to the Unaudited Interim Financial Reports 未經審核中期財務報告附註 125 Corporate I ...