Revenue and Profitability - For the six months ended June 30, 2025, the Group's revenue increased by HK$5.1 million or 23.2% to HK$27.1 million compared to HK$22.0 million in the same period last year, primarily driven by the Medical Products Business[4]. - Gross profit rose by HK$1.6 million or 23.5% to HK$8.4 million, with a slight increase in gross profit margin to 30.9% from 30.8% in the previous year[5]. - Overall profit attributable to owners of the Company was HK$1.1 million, a recovery from a loss of HK$25.4 million in the same period last year[11]. - Profit before income tax for the period was HK$1,148,000, a significant recovery from a loss of HK$25,429,000 in the prior year[82]. - Reportable segment profit before income tax for the six months ended June 30, 2025, was HK$5,437,000, a significant recovery from a loss of HK$21,889,000 in 2024[116]. Medical Products Business - The Medical Products Business generated revenue of HK$22.1 million, an increase of HK$5.8 million from HK$16.3 million, accounting for 81.3% of the Group's total revenue[12]. - The segment profit for the Medical Products Business was HK$3.3 million, up from HK$1.7 million in the prior year, reflecting effective cost control and resource utilization strategies[15]. - Revenue from external customers for the Medical Devices Business was HK$22,080,000 for the six months ended 30 June 2025, compared to HK$16,327,000 for the same period in 2024, representing a growth of 35.5%[107][109]. - The reportable segment profit for the Medical Devices Business was HK$3,288,000 for the six months ended 30 June 2025, compared to HK$1,688,000 for the same period in 2024, reflecting an increase of 94.8%[107][109]. Securities Investment - The Group recorded a net unrealised and realised gain of HK$3.4 million from Securities Investment, a significant turnaround from a loss of HK$22.9 million in the previous year[20]. - The Group recorded a net unrealized and realized gain of HK$3.4 million from trading investments for the six months ended June 30, 2025, compared to a loss of HK$22.9 million for the same period in 2024[22]. - The Securities Investment segment generated a profit of HK$3,445,000 in the first half of 2025, compared to a loss of HK$22,897,000 in the same period of 2024, indicating a significant turnaround[107][109]. Financial Position - As of June 30, 2025, the Group's consolidated net asset increased to approximately HK$61.3 million, up from HK$60.1 million as of December 31, 2024[33]. - The Group's total cash and bank balances increased to approximately HK$6.2 million as of June 30, 2025, compared to HK$4.6 million as of December 31, 2024[35]. - The Group had zero borrowings from financial institutions as of June 30, 2025, maintaining a debt-free status[35]. - The Group's total liabilities increased to HK$86,429,000 as of June 30, 2025, from HK$68,302,000 as of December 31, 2024[148]. - The Group's total reportable segment assets as of June 30, 2025, amounted to HK$179,841,000, a decrease from HK$129,265,000 as of June 30, 2024[114]. Cash Flow and Liquidity - Net cash generated from operating activities was HK$504,000, compared to a cash outflow of HK$3,358,000 in the same period last year[87]. - The Group aims to maintain liquidity by effectively managing working capital and controlling costs in response to economic uncertainties[29]. - The Group's current ratio as of June 30, 2025, was 2.1, down from 2.3 as of December 31, 2024[40][45]. Expenses and Costs - Distribution costs increased by HK$0.3 million to HK$2.5 million, while administrative expenses rose by HK$0.5 million or 8.5% to HK$6.4 million[10]. - Staff costs for the six months ended June 30, 2025, were HK$1,617,000, up from HK$1,477,000 in 2024[123]. Share Capital and Dividends - The Board of Directors did not recommend the payment of an interim dividend for the six months ended June 30, 2025, similar to the situation in the previous year[44][49]. - The Group's issued and fully paid share capital remained at HK$48,378,000 as of June 30, 2025, unchanged from December 31, 2024[156]. Corporate Governance - The Company has complied with all code provisions of the Corporate Governance Code for the six months ended June 30, 2025[74]. - The audit committee reviewed the unaudited interim results for the six months ended June 30, 2025, ensuring compliance with accounting principles[79]. Employee Information - The Group had 30 employees as of June 30, 2025, consistent with the number as of December 31, 2024[43][48]. - The remuneration of key management personnel for the six months ended June 30, 2025, was HK$426,000, up from HK$408,000 for the same period in 2024[159].

[Company Announcements and Financial Highlights](index=1&type=section&id=公司公告及财务摘要) This section provides an overview of the company's annual results, including key financial statements and performance metrics [Company Announcement](index=1&type=section&id=全年業績公佈) Sitoy Group Holdings Limited announced its audited consolidated annual results for the year ended June 30, 2025 - Sitoy Group Holdings Limited (Stock Code: 1023) announced its audited consolidated annual results for the year ended June 30, 2025[2](index=2&type=chunk) [Consolidated Statement of Profit or Loss](index=1&type=section&id=綜合損益表) For the year ended June 30, 2025, Sitoy Group Holdings Limited reported a loss before tax of HK$168,871 thousand, a significant turnaround from a profit of HK$128,165 thousand in FY2024, with a loss for the year of HK$178,074 thousand and basic loss per share of 18.50 HK cents Consolidated Statement of Profit or Loss Key Financial Data (HK$ thousand) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 1,584,240 | 1,606,481 | | Cost of sales | (1,068,177) | (1,034,206) | | Gross profit | 516,063 | 572,275 | | Other income and gains | 17,331 | 18,255 | | Selling and distribution expenses | (273,723) | (212,269) | | Administrative expenses | (228,500) | (232,584) | | Other expenses | (197,889) | (15,876) | | Finance costs | (1,317) | (2,079) | | (Loss)/Profit before tax | (168,871) | 128,165 | | Income tax expense | (9,203) | (26,277) | | (Loss)/Profit for the year | (178,074) | 101,888 | | Basic (loss)/earnings per share (HK cents) | (18.50) | 10.58 | | Diluted (loss)/earnings per share (HK cents) | (18.50) | 10.45 | [Consolidated Statement of Comprehensive Income](index=3&type=section&id=綜合全面收益表) In FY2025, the company recorded a total comprehensive loss for the year of HK$176,067 thousand, compared to a total comprehensive income of HK$108,960 thousand in FY2024, primarily due to the loss for the year Consolidated Statement of Comprehensive Income Key Data (HK$ thousand) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | (Loss)/Profit for the year | (178,074) | 101,888 | | Other comprehensive income (exchange differences) | 2,007 | 7,072 | | Total comprehensive (loss)/income for the year | (176,067) | 108,960 | [Consolidated Statement of Financial Position](index=4&type=section&id=綜合財務狀況表) As of June 30, 2025, the company's total net assets decreased to HK$1,570,731 thousand, approximately 13% lower than the same period in 2024, with declines in both non-current and current assets and a slight increase in current liabilities Consolidated Statement of Financial Position Key Data (HK$ thousand) | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total non-current assets | 948,476 | 1,060,144 | | Total current assets | 934,426 | 1,053,992 | | Total current liabilities | 296,399 | 284,306 | | Net current assets | 638,027 | 769,686 | | Net assets | 1,570,731 | 1,805,399 | | Total equity | 1,570,731 | 1,805,399 | [Notes to the Consolidated Financial Statements](index=5&type=section&id=綜合財務報表附註) This section details the company's background, accounting policies, segment information, and specific financial statement items [Company and Group Information](index=5&type=section&id=1.%20公司及集團資料) Sitoy Group Holdings Limited, incorporated in the Cayman Islands, is primarily engaged in the design, manufacturing, sales, and retail of handbags, small leather goods, travel products, and footwear, alongside advertising and property investment - The company was incorporated in the Cayman Islands on February 21, 2008, with Mr. Yeung Wah Keung and Dr. Yeung Wo Fai as controlling shareholders[7](index=7&type=chunk) - Principal activities include the design, research and development, manufacturing, sales, retail, and wholesale of handbags, small leather goods, travel products, and footwear, as well as advertising and marketing services and property investment[7](index=7&type=chunk) - The company's shares were listed on the Main Board of the Stock Exchange of Hong Kong on December 6, 2011[7](index=7&type=chunk) [Significant Accounting Policies](index=5&type=section&id=2.%20會計政策) The consolidated financial statements are prepared in accordance with IFRS and Hong Kong Companies Ordinance, using the historical cost convention, with investment properties measured at fair value, and control assessed based on rights to variable returns and ability to influence those returns - The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and the disclosure requirements of the Hong Kong Companies Ordinance, presented in HK dollars[8](index=8&type=chunk) - Consolidated accounts are based on the company's direct or indirect control over subsidiaries, with assessment criteria including rights to variable returns and the ability to influence those returns[9](index=9&type=chunk) - Revised IFRS 16 (Lease Liabilities in a Sale and Leaseback), IAS 1 (Classification of Liabilities as Current or Non-current, Non-current Liabilities with Covenants), and IAS 7/IFRS 7 (Supplier Finance Arrangements) were adopted for the first time this year, with no significant impact on the Group's financial position or performance[13](index=13&type=chunk)[14](index=14&type=chunk)[15](index=15&type=chunk) [Operating Segment Information](index=7&type=section&id=3.%20經營分部資料) The Group has three reportable operating segments: retail, manufacturing, and property investment; in FY2025, retail revenue grew but incurred a loss, manufacturing revenue declined and turned to a loss, and property investment revenue decreased and recorded a loss due to fair value losses - The Group's three reportable operating segments are retail, manufacturing, and property investment, with management allocating resources and assessing performance based on each segment's results[16](index=16&type=chunk)[20](index=20&type=chunk) - Inter-segment sales and transfers are conducted at prevailing market prices[19](index=19&type=chunk) FY2025 Segment Revenue and Results (HK$ thousand) | Segment | Sales to External Customers | Total Segment Revenue | Segment Results (Pre-tax) | | :--- | :--- | :--- | :--- | | Retail | 654,970 | 654,970 | (62,265) | | Manufacturing | 918,077 | 1,057,725 | (3,768) | | Property Investment | 11,193 | 14,385 | (101,787) | | **Total** | **1,584,240** | **1,727,080** | **(167,820)** | FY2024 Segment Revenue and Results (HK$ thousand) | Segment | Sales to External Customers | Total Segment Revenue | Segment Results (Pre-tax) | | :--- | :--- | :--- | :--- | | Retail | 527,741 | 527,741 | 26,755 | | Manufacturing | 1,066,341 | 1,200,042 | 110,234 | | Property Investment | 12,399 | 15,471 | (3,359) | | **Total** | **1,606,481** | **1,743,254** | **133,630** | Revenue from External Customers by Geographical Location (HK$ thousand) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Mainland China, Hong Kong, Macau and Taiwan | 901,237 | 820,518 | | North America | 144,935 | 278,819 | | Europe | 269,242 | 262,384 | | Other Asian Countries | 245,384 | 224,166 | | Other Countries/Regions | 23,442 | 20,594 | | **Total Revenue** | **1,584,240** | **1,606,481** | Non-current Assets by Geographical Location (HK$ thousand) | Region | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Mainland China, Hong Kong | 853,961 | 1,005,550 | | Indonesia | 70,390 | 40,876 | | **Total** | **924,351** | **1,046,426** | Sales Revenue from Major Customers (HK$ thousand) | Year | Sales Revenue | % of Group Revenue | | :--- | :--- | :--- | | 2025 | 184,294 | >10% | | 2024 | 293,961 | >10% | - Sales revenue from a major customer in the manufacturing segment decreased by approximately **37.3%** year-on-year in FY2025[25](index=25&type=chunk) [Revenue, Other Income and Gains](index=11&type=section&id=4.%20收益、其他收入及收益) In FY2025, the Group's total revenue slightly decreased, primarily from goods sales, while other income and gains also slightly reduced, though net exchange gains offset some decline in interest income Revenue Sources Analysis (HK$ thousand) | Revenue Category | 2025 | 2024 | | :--- | :--- | :--- | | Sales of goods | 1,573,047 | 1,594,082 | | Gross rental income | 11,193 | 12,399 | | **Total** | **1,584,240** | **1,606,481** | - Revenue from goods sales is primarily recognized upon transfer of goods, with payment terms typically **30 to 150 days** for the manufacturing segment and **60 days** for the retail segment[29](index=29&type=chunk) Other Income and Gains Analysis (HK$ thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Interest income | 6,864 | 10,420 | | Compensation and disposal income | 2,069 | 3,346 | | Government grants | 1,680 | 2,809 | | Net exchange gains | 5,374 | – | | Others | 1,344 | 1,680 | | **Total** | **17,331** | **18,255** | [Finance Costs](index=14&type=section&id=5.%20融資成本) Total finance costs in FY2025 amounted to HK$1,317 thousand, a decrease from FY2024, mainly due to reduced interest on lease liabilities Finance Costs Analysis (HK$ thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Interest on bank borrowings | 210 | – | | Interest on lease liabilities | 1,107 | 2,079 | | **Total** | **1,317** | **2,079** | [(Loss)/Profit Before Tax](index=14&type=section&id=6.%20除稅前（虧損）╱溢利) The loss before tax in FY2025 was primarily impacted by the loss from the termination of the Cole Haan business and a significant increase in fair value losses on investment properties, alongside rising cost of sales and selling and distribution expenses Key Items Affecting (Loss)/Profit Before Tax (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Cost of inventories sold | 1,068,177 | 1,034,206 | | Total employee benefit expenses | 374,755 | 380,105 | | Loss from termination of Cole Haan business | 83,568 | – | | Fair value loss on investment properties | 109,216 | 9,400 | | Write-down/(reversal of write-down) of inventories to net realisable value | 5,546 | (4,146) | | Net exchange (gains)/losses | (5,374) | 2,385 | [Income Tax Expense](index=15&type=section&id=7.%20所得稅開支) Income tax expense significantly decreased in FY2025, mainly due to reduced current income tax expenses in Mainland China and Hong Kong, and a deferred tax credit - The Group is not subject to income tax in the Cayman Islands and the British Virgin Islands[35](index=35&type=chunk) - Hong Kong profits tax is provided at **16.5%**, and Mainland China corporate income tax at **25%**[35](index=35&type=chunk)[36](index=36&type=chunk) Income Tax Expense Analysis (HK$ thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Current – Hong Kong | 14,032 | 15,087 | | Adjustment in respect of current income tax of prior years | (12) | 2,043 | | Current – Mainland China | 5,153 | 11,119 | | Adjustment in respect of current income tax of prior years | 13 | (4,057) | | Deferred tax | (9,983) | 2,085 | | **Total tax expense for the year** | **9,203** | **26,277** | [Dividends](index=15&type=section&id=8.%20股息) In FY2025, the company declared an interim dividend of 2 HK cents per share and proposed a special dividend of 4 HK cents per share, totaling HK$57,835 thousand in dividends Dividend Distribution (HK$ thousand) | Dividend Type | 2025 | 2024 | | :--- | :--- | :--- | | Interim dividend (2 HK cents per ordinary share) | 19,218 | 19,284 | | Proposed final dividend (4 HK cents per share) | – | 38,617 | | Proposed special dividend (4 HK cents per share) | 38,617 | – | | **Total** | **57,835** | **57,901** | - The Board proposed a special dividend of **4 HK cents** per share for FY2025, compared to a final dividend of 4 HK cents per share in FY2024[38](index=38&type=chunk) [(Loss)/Earnings Per Share Attributable to Ordinary Equity Holders of the Company](index=16&type=section&id=9.%20本公司普通權益持有人應佔每股（虧損）╱盈%20利) In FY2025, the company's basic and diluted loss per share were both 18.50 HK cents, a significant shift from earnings per share of 10.58 HK cents (basic) and 10.45 HK cents (diluted) in FY2024 (Loss)/Earnings Per Share Calculation (HK$ thousand/share) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | (Loss)/Profit attributable to ordinary equity holders of the company for the purpose of basic and diluted (loss)/earnings per share | (178,074) | 101,888 | | Weighted average number of ordinary shares in issue for the purpose of basic (loss)/earnings per share | 962,639,000 | 963,383,000 | | Dilutive effect – weighted average number of ordinary shares | – | 11,612,000 | | Weighted average number of ordinary shares in issue for the purpose of diluted (loss)/earnings per share | 962,639,000 | 974,995,000 | | **Basic (HK cents)** | **(18.50)** | **10.58** | | **Diluted (HK cents)** | **(18.50)** | **10.45** | - In FY2025, no adjustment was made for the dilutive effect on basic loss per share as unexercised share options had an anti-dilutive impact on the presented basic loss per share amount[40](index=40&type=chunk) [Trade Receivables](index=17&type=section&id=10.%20貿易應收賬款) As of June 30, 2025, total trade receivables amounted to HK$262,264 thousand, a decrease from 2024, with the company maintaining strict credit control policies and assessing expected credit losses based on overdue days and customer categories Trade Receivables and Impairment (HK$ thousand) | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Gross trade receivables | 264,642 | 300,681 | | Impairment | (2,378) | (3,496) | | **Total** | **262,264** | **297,185** | - Trade receivables are unsecured and non-interest bearing, with regular reviews of overdue balances to mitigate credit risk[43](index=43&type=chunk) Ageing Analysis of Trade Receivables (HK$ thousand) | Ageing | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Within 90 days | 245,097 | 277,581 | | 91 to 180 days | 16,293 | 13,668 | | Over 180 days | 874 | 5,936 | | **Total** | **262,264** | **297,185** | - Expected credit loss rates significantly increase with overdue periods, for example, a **46.92%** loss rate for over six months overdue in 2025[45](index=45&type=chunk) [Trade Payables and Bills Payable](index=18&type=section&id=11.%20貿易應付賬款及應付票據) As of June 30, 2025, total trade payables and bills payable amounted to HK$150,490 thousand, an increase from 2024 Ageing Analysis of Trade Payables and Bills Payable (HK$ thousand) | Ageing | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Within 90 days | 137,392 | 126,460 | | 91 to 180 days | 10,986 | 5,250 | | 181 to 365 days | 1,473 | 1,331 | | Over 365 days | 639 | 513 | | **Total** | **150,490** | **133,554** | - Trade payables are non-interest bearing and generally settled within **90 days**[46](index=46&type=chunk) [Management Discussion and Analysis](index=19&type=section&id=管理層討論及分析) This section reviews the Group's business performance across retail, manufacturing, and property investment segments, and analyzes key financial metrics and operational strategies [Business Review](index=19&type=section&id=業務回顧) In FY2025, retail revenue grew but incurred a one-off loss from terminating Cole Haan business; manufacturing revenue declined and turned to a loss due to global economic uncertainty; property investment recorded a loss from fair value adjustments, while the Group responded with market and product diversification, core competency maintenance, and production flexibility - The Group's internal creative and R&D centers provide one-stop design, research, development, and manufacturing solutions to adapt to changing consumer preferences and enhance industry competitiveness[53](index=53&type=chunk) - Future plans include sourcing competitive quality raw materials, improving production machinery, tools, and systems, and optimizing production processes to ensure product quality and reduce labor dependency[53](index=53&type=chunk) [Retail Business](index=19&type=section&id=零售業務) In FY2025, retail business revenue increased by 24.1% to approximately HK$655.0 million, primarily driven by online and live streaming sales channels, but recorded a pre-tax loss of approximately HK$62.3 million due to a significant one-off loss from terminating the Cole Haan business - Retail business revenue increased by **24.1%** year-on-year to approximately **HK$655.0 million** in FY2025, primarily driven by online and live streaming sales channels[47](index=47&type=chunk) - The segment recorded a loss before tax of approximately **HK$62.3 million**, compared to a profit of approximately HK$26.8 million in the prior year, mainly due to a significant one-off loss of approximately **HK$83.6 million** from terminating the Cole Haan business[47](index=47&type=chunk) - The Group operates three proprietary brands: TUSCAN'S, Fashion & Joy, and Duffy[48](index=48&type=chunk) [Manufacturing Business](index=19&type=section&id=製造業務) In FY2025, manufacturing business received approximately 13.9% fewer purchase orders from external customers, with revenue of approximately HK$918.1 million, resulting in a pre-tax loss of approximately HK$3.8 million due to global economic uncertainty and inventory surplus - Manufacturing business received approximately **13.9% fewer** purchase orders from external customers in FY2025, with revenue of approximately **HK$918.1 million**[49](index=49&type=chunk) - The segment recorded a loss before tax of approximately **HK$3.8 million**, compared to a profit of approximately HK$110.2 million in the prior year, primarily affected by global economic uncertainty and inventory surplus[49](index=49&type=chunk) - The Group adopts a market and product diversification strategy, balancing revenue across North America, Europe, and Asia markets, and producing handbags, small leather goods, and travel products[50](index=50&type=chunk) - The Group operates factories in Mainland China, Hong Kong, and Indonesia, providing production flexibility, with the Indonesian overseas factory contributing revenue since Q1 2025, offering an alternative for new customers[51](index=51&type=chunk) [Property Investment Business](index=20&type=section&id=物業投資業務) In FY2025, property investment business generated revenue of approximately HK$11.2 million, with a pre-tax loss of approximately HK$101.8 million, primarily due to a net fair value loss on investment properties of approximately HK$109.2 million, reflecting intense competition and weak demand in the Hong Kong Grade A office market - Property investment business generated revenue of approximately **HK$11.2 million** in FY2025, with a segment loss before tax of approximately **HK$101.8 million**[52](index=52&type=chunk) - The loss was primarily driven by a net fair value loss on investment properties of approximately **HK$109.2 million**, reflecting intense competition, weak demand, and economic uncertainty in the Hong Kong Grade A office market[52](index=52&type=chunk) - The Group's investment properties include Sitoy Centre, Public Industrial Building, and parts of New Port Centre, aimed at generating rental income and capital appreciation[52](index=52&type=chunk) [Product Research, Development and Design](index=20&type=section&id=產品研究、開發及設計) The Group's internal creative and R&D centers provide comprehensive design, research, development, and manufacturing solutions to adapt to evolving consumer preferences and enhance industry competitiveness - The Group's internal creative center and R&D center provide one-stop design, research, development, and manufacturing solutions to respond to changes in consumer preferences and enhance industry competitiveness[53](index=53&type=chunk) - Future efforts will focus on identifying competitive quality raw materials, improving production machinery, tools, and systems, and optimizing production processes to ensure product quality and reduce labor dependency[53](index=53&type=chunk) [Financial Review](index=21&type=section&id=財務回顧) In FY2025, the Group's revenue slightly decreased, while cost of sales increased, leading to a decline in gross profit and margin; selling and distribution expenses rose due to brand promotion, and other expenses significantly increased due to fair value losses on investment properties and the termination of Cole Haan business, ultimately resulting in a net loss for the year - The Group recorded a loss for the year of **HK$178.1 million**, primarily due to a significant decrease in the fair value of investment properties of approximately **HK$109.2 million** and a one-off significant loss of approximately **HK$83.6 million** from the termination of the Cole Haan business[63](index=63&type=chunk) [Revenue](index=21&type=section&id=收益) Revenue decreased by 1.4% to HK$1,584.2 million in FY2025, primarily due to the downturn in the manufacturing business Revenue (HK$ thousand) | Year | Revenue | Change | | :--- | :--- | :--- | | 2025 | 1,584,200 | -1.4% | | 2024 | 1,606,500 | | - The decrease in revenue was primarily due to the sluggish manufacturing business[54](index=54&type=chunk) [Cost of Sales](index=21&type=section&id=銷售成本) Cost of sales increased by 3.3% to HK$1,068.2 million in FY2025, mainly due to the lower sensitivity of fixed costs to sales volume Cost of Sales (HK$ thousand) | Year | Cost of Sales | Change | | :--- | :--- | :--- | | 2025 | 1,068,200 | +3.3% | | 2024 | 1,034,200 | | - The increase in cost of sales was primarily due to the lower sensitivity of fixed costs to sales volume[55](index=55&type=chunk) [Gross Profit and Gross Margin](index=21&type=section&id=毛利及毛利率) Gross profit decreased by 9.8% to HK$516.1 million, and gross margin declined by 3.0 percentage points to 32.6% in FY2025, mainly due to geopolitical tensions and changes in customer base Gross Profit and Gross Margin (HK$ thousand) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Gross Profit | 516,100 | 572,300 | -9.8% | | Gross Margin | 32.6% | 35.6% | -3.0pp | - The decline in gross profit and gross margin was primarily due to uncertainties in the global economy caused by geopolitical tensions and changes in the customer base[56](index=56&type=chunk) [Other Income and Gains](index=21&type=section&id=其他收入及收益) Other income and gains decreased by 5.1% to HK$17.3 million in FY2025, as a reduction in interest income was offset by net exchange gains from the depreciation of RMB against USD Other Income and Gains (HK$ thousand) | Year | Other Income and Gains | Change | | :--- | :--- | :--- | | 2025 | 17,300 | -5.1% | | 2024 | 18,300 | | - The decrease in interest income was offset by net exchange gains of approximately **HK$5.4 million** from the depreciation of RMB against USD, whereas FY2024 incurred a net foreign exchange loss of approximately HK$2.4 million[57](index=57&type=chunk) [Selling and Distribution Expenses](index=21&type=section&id=銷售及分銷開支) Selling and distribution expenses increased by 29.0% to HK$273.7 million in FY2025, primarily due to costs associated with expanding brand market influence, building brand image, and various retail marketing activities Selling and Distribution Expenses (HK$ thousand) | Year | Selling and Distribution Expenses | Change | | :--- | :--- | :--- | | 2025 | 273,700 | +29.0% | | 2024 | 212,300 | | - The increase was primarily due to costs associated with expanding brand market influence, building brand image, and undertaking certain retail business marketing activities[58](index=58&type=chunk) [Administrative Expenses](index=21&type=section&id=行政開支) Administrative expenses slightly decreased by 1.8% to HK$228.5 million in FY2025 Administrative Expenses (HK$ thousand) | Year | Administrative Expenses | Change | | :--- | :--- | :--- | | 2025 | 228,500 | -1.8% | | 2024 | 232,600 | | [Other Expenses](index=22&type=section&id=其他開支) Other expenses significantly increased by 1146.5% to HK$197.9 million in FY2025, mainly due to increased fair value losses on investment properties and a one-off loss from terminating the Cole Haan business Other Expenses (HK$ thousand) | Year | Other Expenses | Change | | :--- | :--- | :--- | | 2025 | 197,900 | +1146.5% | | 2024 | 15,900 | | - The increase primarily stemmed from an increased fair value loss on investment properties of approximately **HK$109.2 million** (FY2024: HK$9.4 million) and a significant one-off loss of approximately **HK$83.6 million** from the termination of the Cole Haan business[60](index=60&type=chunk) [Income Tax Expense](index=22&type=section&id=所得稅開支) The Group is exempt from income tax in the Cayman Islands and British Virgin Islands, with Hong Kong profits tax at 16.5% and Mainland China corporate income tax at 25% - The Group is not subject to income tax in the Cayman Islands and the British Virgin Islands[61](index=61&type=chunk)[62](index=62&type=chunk) - Hong Kong profits tax rate is **16.5%**, and Mainland China corporate income tax rate is **25%**[61](index=61&type=chunk)[62](index=62&type=chunk) [(Loss)/Profit for the Year](index=22&type=section&id=年內（虧損）╱溢利) The Group recorded a loss for the year of HK$178.1 million in FY2025, a turnaround from profit, primarily due to a significant decrease in investment property fair value and a one-off loss from terminating the Cole Haan business (Loss)/Profit for the Year (HK$ thousand) | Year | (Loss)/Profit for the Year | Change | | :--- | :--- | :--- | | 2025 | (178,100) | Turnaround to loss | | 2024 | 101,900 | | - Primarily due to a significant decrease in the fair value of investment properties of approximately **HK$109.2 million** and a one-off significant loss of approximately **HK$83.6 million** from the termination of the Cole Haan business[63](index=63&type=chunk) [Investment Properties](index=23&type=section&id=投資物業) As of June 30, 2025, the carrying value of investment properties decreased to HK$558.4 million, primarily comprising Sitoy Centre, Public Industrial Building, and parts of New Port Centre, held for rental income and capital appreciation Carrying Value of Investment Properties (HK$ thousand) | Year | Carrying Value of Investment Properties | | :--- | :--- | | June 30, 2025 | 558,400 | | June 30, 2024 | 683,100 | - Investment properties include Sitoy Centre (partial floors), 4th to 5th floors of Public Industrial Building, and Unit 1011, 10th Floor, Tower 1, New Port Centre[64](index=64&type=chunk)[65](index=65&type=chunk)[67](index=67&type=chunk) - Sitoy Centre has a total gross floor area of approximately **70,000 square feet**, with some floors for the Group's own use and others for lease[64](index=64&type=chunk) [Cash and Cash Equivalents](index=24&type=section&id=現金及現金等價物) As of June 30, 2025, cash and cash equivalents decreased by 5.0% to HK$437.4 million, primarily due to reduced net cash flow from operating activities Cash and Cash Equivalents (HK$ thousand) | Year | Cash and Cash Equivalents | | :--- | :--- | | June 30, 2025 | 437,400 | | June 30, 2024 | 460,600 | [Capital Expenditure](index=24&type=section&id=資本開支) Capital expenditure reached HK$40.3 million in FY2025, primarily allocated to expanding retail operations and upgrading and expanding manufacturing facilities in China and Indonesia Capital Expenditure (HK$ thousand) | Year | Capital Expenditure | | :--- | :--- | | 2025 | 40,300 | - Capital expenditure primarily involved expanding retail operations and upgrading and expanding manufacturing facilities in China and Indonesia[69](index=69&type=chunk) [Material Investments](index=24&type=section&id=重大投資) The Group held no material investments in FY2025 - The Group held no material investments in FY2025[70](index=70&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=24&type=section&id=重大收購及出售附屬公司、聯營公司及合營公司) The Group did not undertake any other material acquisitions or disposals of subsidiaries, associates, or joint ventures in FY2025 - The Group did not undertake any other material acquisitions or disposals of subsidiaries, associates, or joint ventures in FY2025[71](index=71&type=chunk) [Treasury Policy](index=24&type=section&id=庫務政策) The Group adopts a prudent treasury policy to effectively control treasury operations, reduce borrowing costs, and maintain sufficient cash and cash equivalents for short-term financing needs, with the Board regularly reviewing the policy for effectiveness - The treasury policy aims to effectively control treasury operations, reduce borrowing costs, and maintain sufficient cash to meet short-term financing needs[72](index=72&type=chunk) - The Board regularly reviews and evaluates the treasury policy to ensure financial resources are utilized in the most cost-effective and efficient manner[72](index=72&type=chunk) [Liquidity and Financial Resources](index=25&type=section&id=流動資金及財務資源) The Group maintains a robust liquidity and financial resources position with sufficient cash, bank balances, and bank facilities to meet business development, operating, and capital expenditure requirements, reporting net debt less than zero as of June 30, 2025, thus no gearing ratio is presented Cash and Cash Equivalents (HK$ thousand) | Year | Cash and Cash Equivalents | | :--- | :--- | | June 30, 2025 | 437,400 | | June 30, 2024 | 460,600 | - Cash is primarily denominated in **HKD, RMB, EUR, USD, and IDR**[73](index=73&type=chunk) - As of June 30, 2025, the Group's net debt was less than zero, hence no gearing ratio is presented[73](index=73&type=chunk) [Foreign Exchange Risk](index=25&type=section&id=外匯風險) The Group faces foreign exchange risk from USD, EUR, RMB, and IDR against HKD, which it mitigates through centralized foreign exchange management, matching income and expense currencies, and using forward contracts when natural hedging is not possible - In FY2025, **56.5%** of the Group's sales were denominated in currencies other than the functional currency of the business unit, while approximately **86.8%** of costs were denominated in the functional currency of the unit[74](index=74&type=chunk) - Major transaction currencies include **HKD, USD, EUR, RMB, and IDR**[74](index=74&type=chunk) - The Group mitigates foreign exchange risk through centralized foreign exchange management, matching income and expense currencies, and using foreign exchange forward contracts when natural hedging is not possible[75](index=75&type=chunk) - As of June 30, 2025, and 2024, the Group had no outstanding foreign exchange forward contracts or other unexercised financial derivative instruments[75](index=75&type=chunk) [Pledged Assets](index=26&type=section&id=資產抵押) As of June 30, 2025, approximately HK$26.6 million in fixed deposits were pledged as security for bank facilities Pledged Deposits (HK$ thousand) | Year | Pledged Deposits | | :--- | :--- | | June 30, 2025 | 26,600 | | June 30, 2024 | 25,900 | [Inventory Turnover Days](index=26&type=section&id=存貨周轉天數) Inventory turnover days decreased to 70 days in FY2025, primarily due to a lower average inventory level after the termination of the Cole Haan business Inventory Turnover Days (Days) | Year | Inventory Turnover Days | | :--- | :--- | | 2025 | 70 | | 2024 | 79 | [Trade Receivables Turnover Days](index=26&type=section&id=貿易應收賬款周轉天數) Trade receivables turnover days decreased to 65 days in FY2025, reflecting the Group's strict credit control policies Trade Receivables Turnover Days (Days) | Year | Trade Receivables Turnover Days | | :--- | :--- | | 2025 | 65 | | 2024 | 78 | - The Group implements strict credit control policies and has not encountered any significant credit risks[78](index=78&type=chunk) [Trade Payables and Bills Payable Turnover Days](index=26&type=section&id=貿易應付賬款及應付票據周轉天數) Trade payables and bills payable turnover days decreased to 63 days in FY2025 Trade Payables and Bills Payable Turnover Days (Days) | Year | Trade Payables and Bills Payable Turnover Days | | :--- | :--- | | 2025 | 63 | | 2024 | 66 | - Trade payables are non-interest bearing and generally settled within **90 days**[79](index=79&type=chunk) [Off-Balance Sheet Commitments and Arrangements and Contingent Liabilities](index=26&type=section&id=資產負債表外承擔及安排及或然負債) As of June 30, 2025, the Group had no material off-balance sheet commitments, arrangements, or contingent liabilities - As of June 30, 2025, the Group had no material off-balance sheet commitments, arrangements, or contingent liabilities[80](index=80&type=chunk) [Employees](index=26&type=section&id=僱員) As of June 30, 2025, the Group employed approximately 5,000 staff, offering competitive remuneration, benefits, accommodation, recreational facilities, and training programs, alongside share option and share award schemes to recognize contributions - As of June 30, 2025, the Group had approximately **5,000 employees**[81](index=81&type=chunk) - The Group provides basic salaries, performance bonuses, social insurance, housing provident funds, staff accommodation, recreational facilities, and training programs[81](index=81&type=chunk) - Share option scheme (approved in 2011) and share award scheme (approved in 2018) have been adopted to recognize employee contributions[82](index=82&type=chunk) [Proposed Dividends](index=27&type=section&id=建議股息) An interim dividend of 2 HK cents per share was paid in FY2025, and a special dividend of 4 HK cents per share is proposed, payable on or before December 22, 2025, subject to shareholder approval - An interim dividend of **2 HK cents** per share was paid on April 28, 2025[83](index=83&type=chunk) - The Board proposed a special dividend of **4 HK cents** per share for FY2025, subject to approval at the Annual General Meeting on November 17, 2025[83](index=83&type=chunk) [Closure of Register of Members](index=27&type=section&id=暫停辦理股份過戶登記手續) The company will suspend its register of members from November 11 to November 17, 2025, to determine eligibility for attending the AGM, and from November 25 to November 28, 2025, to determine eligibility for receiving the proposed dividend - The register of members will be closed from Tuesday, November 11, 2025, to Monday, November 17, 2025, to determine shareholders' eligibility to attend the 2025 Annual General Meeting[84](index=84&type=chunk) - The register of members will be closed from Tuesday, November 25, 2025, to Friday, November 28, 2025, to determine shareholders' eligibility to receive the proposed dividend[85](index=85&type=chunk) [Corporate Governance and Others](index=27&type=section&id=企業管治及其他) This section outlines the company's commitment to corporate governance, including securities trading by directors, audit committee functions, auditor re-appointment, and publication of financial reports [Securities Transactions by Directors and Relevant Employees](index=27&type=section&id=董事及相關僱員的證券交易) The company adopted the Model Code for Securities Transactions by Directors of Listed Issuers and requires relevant employees to adhere to no less exacting written guidelines, with all directors confirming full compliance in FY2025 and no non-compliance by relevant employees - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[86](index=86&type=chunk) - All directors confirmed full compliance with the Model Code in FY2025, and no non-compliance by relevant employees with these guidelines was noted[86](index=86&type=chunk)[87](index=87&type=chunk) [Corporate Governance](index=28&type=section&id=企業管治) The company is committed to establishing sound corporate governance practices and procedures to achieve transparency, accountability, and value creation for shareholders, with the Board adopting practices that meet or exceed the Corporate Governance Code and confirming compliance in FY2025 - The company is committed to establishing sound corporate governance practices and procedures to be a transparent and accountable enterprise, focusing on risk management, internal controls, fair disclosure, and accountability to all shareholders[88](index=88&type=chunk) - The Board has adopted a set of corporate governance practices that comply with or are no less exacting than the requirements of the Corporate Governance Code set out in Appendix C1 of the Listing Rules, and confirmed compliance with the Code provisions in FY2025[89](index=89&type=chunk) [Audit Committee](index=28&type=section&id=審核委員會) The Audit Committee, established in accordance with the Corporate Governance Code, is responsible for reviewing and overseeing the Group's financial reporting process, risk management, and internal control systems, and has reviewed the FY2025 annual results - The Audit Committee comprises three independent non-executive directors: Mr. Yeung Chi Tat (Chairman), Mr. Kwan Po Chuen, and Ms. Li Po Yuk[90](index=90&type=chunk) - The Committee's primary responsibilities include reviewing and overseeing the Group's financial reporting process, risk management, and internal control systems related to financial reporting, and has reviewed and discussed the Group's annual results for FY2025[90](index=90&type=chunk) [Auditor](index=28&type=section&id=核數師) A resolution will be proposed at the upcoming Annual General Meeting to re-appoint Ernst & Young as the company's auditor - A resolution will be proposed to re-appoint Ernst & Young as the company's auditor until the conclusion of the next Annual General Meeting[91](index=91&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=28&type=section&id=購買、出售或贖回本公司上市證券) Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during FY2025 - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during FY2025[92](index=92&type=chunk) [Publication of Annual Results Announcement and Annual Report](index=29&type=section&id=刊發全年業績公佈及年度報告) This annual results announcement has been published on the company's and Stock Exchange's websites, with the annual report to be dispatched to shareholders and posted on the same websites in due course - This annual results announcement has been published on the company's website (www.sitoy.com) and the Stock Exchange's website (www.hkexnews.hk)[93](index=93&type=chunk) - The company's annual report for FY2025 will be dispatched to shareholders and posted on the aforementioned websites in due course[93](index=93&type=chunk) [Board of Directors](index=29&type=section&id=董事會成員) As of the announcement date, the Board of Directors includes executive directors Mr. Yeung Wah Keung, Dr. Yeung Wo Fai, Mr. Yeung Kin, and Mr. Chan Tung Chit, along with independent non-executive directors Mr. Yeung Chi Tat, Mr. Kwan Po Chuen, and Ms. Li Po Yuk - Executive Directors are Mr. Yeung Wah Keung, Dr. Yeung Wo Fai, Mr. Yeung Kin, and Mr. Chan Tung Chit[95](index=95&type=chunk) - Independent Non-executive Directors are Mr. Yeung Chi Tat, Mr. Kwan Po Chuen, and Ms. Li Po Yuk[95](index=95&type=chunk)

[Company Information](index=3&type=section&id=Company%20Information) This section provides an overview of the company's board composition, committees, contact details, and professional advisors [Board Members and Committees](index=3&type=section&id=Board%20Members%20and%20Committees) The company's board comprises executive, non-executive, and independent non-executive directors, with committees ensuring robust corporate governance - Executive Directors include Mr. Zhao Peng (Founder, Chairman, and CEO), Mr. Chen Xu, Mr. Zhang Yu, Mr. Zhang Tao, and Ms. Wang Xiehua[5](index=5&type=chunk) - Independent Non-Executive Directors include Mr. Sun Yonggang, Mr. Li Yan, Ms. Liu Hongyu (effective May 22, 2025), and Ms. Dong Mengyuan (resigned on August 20, 2025)[5](index=5&type=chunk) - The Audit Committee Chair is Ms. Liu Hongyu (effective August 20, 2025), the Remuneration Committee Chair is Mr. Sun Yonggang, the Nomination Committee Chair is Mr. Li Yan, and the Corporate Governance Committee Chair is Mr. Li Yan[5](index=5&type=chunk) [Company Contact and Professional Advisors](index=3&type=section&id=Company%20Contact%20and%20Professional%20Advisors) The company's headquarters are in Beijing, with a principal place of business in Hong Kong, supported by PwC as auditor and Guotai Junan as compliance advisor - The headquarters and principal place of business in China are located on the 21st floor of Guanjie Building, Taiyanggong Middle Road, Chaoyang District, Beijing, People's Republic of China[5](index=5&type=chunk) - The auditor is PricewaterhouseCoopers, and the Hong Kong Share Registrar is Hong Kong Central Share Registrar Limited[8](index=8&type=chunk) - The company's shares are listed on the Hong Kong Stock Exchange (stock code: 2076) and Nasdaq (ticker symbol: BZ)[8](index=8&type=chunk) [Financial Performance Summary](index=5&type=section&id=Financial%20Performance%20Summary) This section highlights key financial metrics for the interim period, including revenue, operating profit, net income, and adjusted net income [Interim Financial Performance Overview](index=5&type=section&id=Interim%20Financial%20Performance%20Overview) For the six months ended June 30, 2025, the company reported significant year-over-year growth in revenue, operating profit, and net income, driven by reduced share-based compensation expenses Summary of Financial Performance for the Six Months Ended June 30 (RMB thousands) | Metric | 2024 (Unaudited) | 2025 (Unaudited) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 3,620,496 | 4,025,710 | 11.2% | | Operating Profit | 462,202 | 1,090,986 | 136.0% | | Profit Before Tax | 771,642 | 1,396,333 | 81.0% | | Net Income | 658,974 | 1,223,268 | 85.6% | | Adjusted Net Income (Non-GAAP) | 1,249,394 | 1,704,757 | 36.4% | - Adjusted net income is defined as net income excluding share-based compensation expenses, which are non-cash in nature, aiding in the comparison of operating performance across periods[11](index=11&type=chunk) Reconciliation of Adjusted Net Income to Net Income (RMB thousands) | Metric | 2024 (Unaudited) | 2025 (Unaudited) | | :--- | :--- | :--- | | Net Income | 658,974 | 1,223,268 | | Add: Share-based Compensation Expenses | 590,420 | 481,489 | | Adjusted Net Income (Non-GAAP) | 1,249,394 | 1,704,757 | [Business Review and Outlook](index=6&type=section&id=Business%20Review%20and%20Outlook) This section covers the company's operational achievements, management's perspectives, platform services, marketing strategies, recent developments, and future business prospects [Business Review for the Reporting Period](index=6&type=section&id=Business%20Review%20for%20the%20Reporting%20Period) For the six months ended June 30, 2025, the company achieved substantial MAU growth, expanded user penetration, integrated AI technology, and received an "A" MSCI ESG rating - For the six months ended June 30, 2025, Average Monthly Active Users (MAU) reached **60.6 million**, a **19.8% year-over-year increase**[15](index=15&type=chunk) - The platform strategically penetrated diverse user groups, with increased proportions of blue-collar users, lower-tier cities, and SME clients[15](index=15&type=chunk) - The company deepened AI integration across technology, product, business, and operations, launching features like an AI interview training robot and AI-assisted search, and enhancing language generation and information retrieval with its self-developed Nanbeige large model[16](index=16&type=chunk) - The company received an **"A" rating in the MSCI ESG assessment** and was included in the S&P Global Sustainability Yearbook 2025 (Global and China editions)[16](index=16&type=chunk) [Management Commentary](index=6&type=section&id=Management%20Commentary) CEO Zhao Peng highlighted user growth, AI integration, and shareholder returns, while CFO Zhang Yu emphasized high-quality revenue and profit growth and the impact of the Hong Kong share offering - CEO Mr. Zhao Peng stated that in the first half of 2025, the company maintained industry-leading user growth, with a recovering recruitment market and significant increases in enterprise user activity and paying client base[17](index=17&type=chunk) - The Board approved an annual dividend policy, with an approximate **USD 80 million** dividend for the current year, and announced a share repurchase program of up to **USD 250 million**[17](index=17&type=chunk) - CFO Mr. Zhang Yu noted the company achieved high-quality growth in both revenue and profit margins, and the share offering completed in July (net proceeds of **HKD 2.2 billion**) enhanced stock trading liquidity in the Hong Kong market[17](index=17&type=chunk) [Platform and Services](index=7&type=section&id=Platform%20and%20Services) The company primarily offers efficient job-seeking and recruitment services through the BOSS Zhipin mobile app, utilizing a "direct hiring model" and generating revenue from enterprise-paid services - The core platform is the BOSS Zhipin mobile application, employing a "direct hiring model" to connect job seekers with enterprise users, emphasizing two-way communication and bilateral recommendations[18](index=18&type=chunk) - Revenue primarily derives from paid online recruitment services provided to enterprise users, including job postings, candidate recommendations, direct communication, and value-added features[20](index=20&type=chunk) - Free job-seeking services are offered to job seekers, along with paid value-added features to enhance job preparation and competitiveness[20](index=20&type=chunk)[22](index=22&type=chunk) [Sales and Marketing Strategy](index=7&type=section&id=Sales%20and%20Marketing%20Strategy) The company leverages a proprietary CRM system for targeted sales, acquires users through online third-party channels and brand reputation, and promotes its image via diverse marketing initiatives - A proprietary CRM system assists the sales team in identifying recruiters with bulk purchasing or customized service needs, integrating data-driven insights to drive paid conversions[21](index=21&type=chunk) - User traffic primarily originates from paid acquisition through online third-party channels (app stores, search engines, news feeds, and social networking platforms), as well as organic traffic from word-of-mouth and brand recognition[21](index=21&type=chunk) - Brand image is promoted through outdoor advertising, TV commercials, video advertisements, and major domestic and international events[21](index=21&type=chunk) [Recent Developments](index=8&type=section&id=Recent%20Developments) The company completed a share offering in July 2025, approved an annual dividend policy, and extended its share repurchase program, enhancing financial flexibility and shareholder returns - A share offering was completed on July 4, 2025, involving 34,500,000 shares, with net proceeds of approximately **HKD 2.2 billion**[24](index=24&type=chunk) - The Board approved an annual dividend policy, proposing an annual cash dividend of **USD 0.084 per ordinary share** or **USD 0.168 per American Depositary Share**, totaling approximately **USD 80 million**[25](index=25&type=chunk) - The share repurchase program was extended by 12 months to August 28, 2026, authorizing repurchases of up to **USD 250 million** in shares[27](index=27&type=chunk) [Business Outlook](index=9&type=section&id=Business%20Outlook) For the second half of 2025, the company aims to sustain user growth, deepen AI integration, and provide intelligent, one-stop recruitment services to diverse user groups - In the second half of 2025, the company will continue to maintain robust user growth and further penetrate more industries, regions, and diverse enterprise types[28](index=28&type=chunk) - The company will continuously deepen the application and integration of AI technology in its core business scenarios, optimizing algorithmic models and expanding the boundaries of intelligent applications to provide an intelligent, one-stop recruitment service experience[28](index=28&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed analysis of the company's financial results, including revenue, cost, profit, tax, liquidity, capital resources, and employee information [Financial Performance Overview](index=10&type=section&id=Financial%20Performance%20Overview) For the six months ended June 30, 2025, the company reported total revenue of RMB 4.026 billion, with significant increases in operating profit and net income Condensed Consolidated Statements of Comprehensive Income for the Six Months Ended June 30 (RMB thousands) | Metric | 2024 (Unaudited) | 2025 (Unaudited) | | :--- | :--- | :--- | | **Revenue** | | | | Online Recruitment Services to Enterprise Clients | 3,576,810 | 3,978,981 | | Others | 43,686 | 46,729 | | **Total Revenue** | **3,620,496** | **4,025,710** | | **Operating Costs and Expenses** | | | | Cost of Revenue | (611,971) | (618,265) | | Sales and Marketing Expenses | (1,124,439) | (911,100) | | Research and Development Expenses | (911,298) | (839,614) | | General and Administrative Expenses | (531,682) | (576,485) | | **Total Operating Costs and Expenses** | **(3,179,390)** | **(2,945,464)** | | Other Operating Income, Net | 21,096 | 10,740 | | **Operating Profit** | **462,202** | **1,090,986** | | Interest and Investment Income, Net | 309,870 | 306,461 | | Foreign Exchange Gain | 93 | 54 | | Other Expenses, Net | (523) | (1,168) | | **Profit Before Tax** | **771,642** | **1,396,333** | | Income Tax Expense | (112,668) | (173,065) | | **Net Income** | **658,974** | **1,223,268** | Allocation of Share-based Compensation Expenses (RMB thousands) | Metric | 2024 (Unaudited) | 2025 (Unaudited) | | :--- | :--- | :--- | | Cost of Revenue | 22,416 | 16,507 | | Sales and Marketing Expenses | 141,954 | 126,593 | | Research and Development Expenses | 212,673 | 166,598 | | General and Administrative Expenses | 213,377 | 171,791 | | **Total** | **590,420** | **481,489** | [Revenue and Cost Analysis](index=11&type=section&id=Revenue%20and%20Cost%20Analysis) Total revenue increased by 11.2% year-over-year, driven by paid enterprise clients, while marketing and R&D expenses decreased, and general and administrative expenses rose - Total revenue increased by **11.2%** from **RMB 3.6205 billion** in the first half of 2024 to **RMB 4.0257 billion** in the first half of 2025, primarily driven by growth in paying enterprise clients[33](index=33&type=chunk) - Sales and marketing expenses decreased by **19.0%** to **RMB 911.1 million**, mainly due to lower advertising and marketing expenses and employee-related costs[35](index=35&type=chunk) - Research and development expenses decreased by **7.9%** to **RMB 839.6 million**, primarily due to lower employee-related costs and cloud service expenses[36](index=36&type=chunk) - General and administrative expenses increased by **8.4%** to **RMB 576.5 million**, mainly due to higher employee-related costs[37](index=37&type=chunk) [Profit and Taxation](index=12&type=section&id=Profit%20and%20Taxation) Operating profit surged by 136.0% and net income by 85.6% year-over-year, while income tax expense also increased by 53.6% - Operating profit increased by **136.0%** from **RMB 462.2 million** in the first half of 2024 to **RMB 1.091 billion** in the first half of 2025[39](index=39&type=chunk) - Net income increased by **85.6%** from **RMB 659.0 million** in the first half of 2024 to **RMB 1.2233 billion** in the first half of 2025[41](index=41&type=chunk) - Income tax expense increased by **53.6%** to **RMB 173.1 million**[40](index=40&type=chunk) [Liquidity and Capital Resources](index=12&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company maintained strong liquidity with RMB 16.0 billion in cash, deposits, and investments, no interest-bearing debt, and significant operating cash inflow - As of June 30, 2025, total cash and cash equivalents, short-term time deposits, and short-term investments amounted to **RMB 16.0 billion**[42](index=42&type=chunk) - For the six months ended June 30, 2025, net cash flow from operating activities was **RMB 2.1 billion**[42](index=42&type=chunk) - As of June 30, 2025, the Group had no interest-bearing bank or other borrowings, resulting in a **zero debt-to-equity ratio**[43](index=43&type=chunk)[48](index=48&type=chunk) - As of June 30, 2025, the Group had no significant investments, acquisitions, disposals, asset pledges, or material contingent liabilities[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[50](index=50&type=chunk) - As of June 30, 2025, capital commitments were approximately **RMB 49.6 million**, primarily related to server purchases[51](index=51&type=chunk) [Employees and Compensation Policy](index=13&type=section&id=Employees%20and%20Compensation%20Policy) As of June 30, 2025, the company had 4,743 employees, with sales and marketing personnel forming the largest group, supported by competitive compensation and benefits - As of June 30, 2025, the Group had a total of **4,743 employees**[52](index=52&type=chunk) Total Full-time Employees by Function as of June 30, 2025 | Function | Number of Employees | Percentage of Total | | :--- | :--- | :--- | | Sales and Marketing | 2,384 | 50.3% | | Research and Development | 1,192 | 25.1% | | Operations | 771 | 16.3% | | General and Administrative | 396 | 8.3% | | **Total** | **4,743** | **100.0%** | - The company offers competitive salaries, incentive share grants, and other benefits, and participates in various government statutory employee benefit plans[52](index=52&type=chunk) [Corporate Governance](index=13&type=section&id=Corporate%20Governance) This section details the company's corporate governance framework, including its Weighted Voting Rights structure, compliance with governance codes, and the functions of its board committees [Weighted Voting Rights (WVR) Structure](index=14&type=section&id=Weighted%20Voting%20Rights%20(WVR)%20Structure) The company operates with a WVR structure, granting Class B ordinary shares ten votes per share (except for reserved matters), with Mr. Zhao Peng as the WVR beneficiary - The company's share capital includes Class A ordinary shares (one vote per share) and Class B ordinary shares (ten votes per share), except for resolutions related to reserved matters[54](index=54&type=chunk) - Mr. Zhao Peng is the WVR beneficiary, and as of June 30, 2025, beneficially owned and controlled approximately **14.7%** of the issued shares through Techwolf Limited, but held approximately **63.3%** of the voting rights for shareholder resolutions concerning matters other than reserved matters[55](index=55&type=chunk) - The WVR structure will terminate upon the death of the WVR beneficiary, their cessation as a Board member, transfer of beneficial ownership of Class B ordinary shares, or conversion of all Class B ordinary shares to Class A ordinary shares[56](index=56&type=chunk)[57](index=57&type=chunk) [Compliance with Corporate Governance Code and Model Code](index=15&type=section&id=Compliance%20with%20Corporate%20Governance%20Code%20and%20Model%20Code) The company generally complied with the Corporate Governance Code, with a noted deviation regarding the separation of Chairman and CEO roles, and adhered to its securities dealing code - The company deviated from Corporate Governance Code Provision C.2.1, as Mr. Zhao Peng serves as both Chairman and CEO, an arrangement the Board believes ensures consistent leadership and efficient strategic planning[58](index=58&type=chunk) - The company adopted a code (no less exacting than the Model Code) as its securities dealing code, governing securities transactions by directors and relevant employees[59](index=59&type=chunk) - All directors and relevant employees confirmed compliance with the code throughout the reporting period[60](index=60&type=chunk) [Functions of Board Committees](index=15&type=section&id=Functions%20of%20Board%20Committees) The Board has established Audit, Remuneration, Nomination, and Corporate Governance Committees, each with defined mandates to ensure oversight and adherence to governance principles - The Board has established an Audit Committee, a Remuneration Committee, a Nomination Committee, and a Corporate Governance Committee, each with clearly defined written terms of reference[61](index=61&type=chunk) - The Audit Committee's primary responsibilities include monitoring the integrity of financial statements, compliance with laws and regulations, and reviewing internal controls and related party transactions[63](index=63&type=chunk) - The Corporate Governance Committee's primary responsibilities include ensuring the company's operations and management align with the interests of all shareholders, complying with listing rules, maintaining the WVR structure, and formulating corporate governance guidelines[64](index=64&type=chunk) - The Corporate Governance Committee confirmed that the WVR beneficiary remained a Board member throughout the reporting period and complied with relevant listing rules[66](index=66&type=chunk) [Other Information](index=18&type=section&id=Other%20Information) This section provides disclosures on directors' and major shareholders' interests, share incentive plans, and other significant events or non-events during and after the reporting period [Interests of Directors and Chief Executive](index=18&type=section&id=Interests%20of%20Directors%20and%20Chief%20Executive) As of June 30, 2025, Mr. Zhao Peng held 100% of Class B ordinary shares through a controlled entity, while other directors held varying amounts of Class A ordinary shares Directors' and Chief Executive's Interests in Shares (as of June 30, 2025) | Name | Nature of Interest | Number of Shares | Approximate Percentage of Interest in Each Class of Shares | | :--- | :--- | :--- | :--- | | Mr. Zhao | Interest through Controlled Corporation | 134,587,401 Class B Ordinary Shares (L) | 100.00% | | Mr. Zhang Yu | Beneficial Interest | 7,196,950 Class A Ordinary Shares (L) | 0.92% | | Mr. Chen Xu | Beneficial Interest | 1,912,916 Class A Ordinary Shares (L) | 0.24% | | Mr. Zhang Tao | Beneficial Interest | 3,023,258 Class A Ordinary Shares (L) | 0.39% | | Ms. Wang Xiehua | Beneficial Interest | 989,176 Class A Ordinary Shares (L) | 0.13% | | Mr. Sun Yonggang | Beneficial Interest | 22,370 Class A Ordinary Shares (L) | 0.00% | | Mr. Li Yan | Beneficial Interest | 8,424 Class A Ordinary Shares (L) | 0.00% | | Ms. Dong Mengyuan | Beneficial Interest | 8,424 Class A Ordinary Shares (L) | 0.00% | | Ms. Liu Hongyu | Beneficial Interest | 8,424 Class A Ordinary Shares (L) | 0.00% | - Mr. Zhao's Class B ordinary shares are held by Techwolf Limited, a British Virgin Islands company, whose entire interest is held by a trust established by Mr. Zhao for his and his family's benefit[71](index=71&type=chunk) [Major Shareholders' Interests](index=20&type=section&id=Major%20Shareholders'%20Interests) As of June 30, 2025, JPMorgan Chase & Co., The Capital Group Companies, Inc., and Tencent Holdings Limited (through Image Frame Investment (Hong Kong) Limited) were major holders of Class A ordinary shares, while UBS Trustees and Techwolf Limited held Class B ordinary shares Major Shareholders' Interests in Shares (as of June 30, 2025) | Name | Capacity / Nature of Interest | Number of Shares | Approximate Percentage of Interest in Each Class of Shares | | :--- | :--- | :--- | :--- | | **Class A Ordinary Shares** | | | | | JPMorgan Chase & Co. | Investment Manager / Beneficial Owner, etc. | 125,249,737 (L) | 16.02% | | | | 101,396,041 (P) | 12.97% | | | | 6,031,201 (S) | 0.77% | | The Capital Group Companies, Inc. | Interest through Controlled Corporation | 94,065,248 (L) | 12.03% | | Image Frame Investment (Hong Kong) Limited | Beneficial Interest | 73,975,773 (L) | 9.46% | | Tencent Holdings Limited | Interest through Controlled Corporation | 73,975,773 (L) | 9.46% | | **Class B Ordinary Shares** | | | | | UBS Trustees (B.V.I.) Limited | Trustee | 134,587,401 (L) | 100.00% | | Techwolf Limited | Beneficial Interest | 134,587,401 (L) | 100.00% | | Mr. Zhao | Interest through Controlled Corporation, etc. | 134,587,401 (L) | 100.00% | - JPMorgan Chase & Co. held long positions, lending positions, and short positions in Class A ordinary shares[79](index=79&type=chunk) - Tencent Holdings Limited held interests in Class A ordinary shares through its subsidiary, Image Frame Investment (Hong Kong) Limited[79](index=79&type=chunk) [Share Incentive Plans](index=21&type=section&id=Share%20Incentive%20Plans) The company operates the 2020 Share Incentive Plan and the Post-IPO Share Plan, with outstanding share options and restricted share units under both as of June 30, 2025 - The company currently has two share incentive plans: the 2020 Share Incentive Plan and the Post-IPO Share Plan[76](index=76&type=chunk) - No further incentives have been granted under the 2020 Share Incentive Plan since the listing[78](index=78&type=chunk) Details of Outstanding Share Options under the 2020 Share Incentive Plan (as of June 30, 2025) | Name/Category | Outstanding as of January 1, 2025 | Exercised during the Reporting Period | Cancelled during the Reporting Period | Outstanding as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Directors | 10,717,928 | 1,727,612 | – | 9,981,316 | | Other Grantees | 33,839,300 | 8,402,086 | 438,172 | 24,999,042 | | **Total** | **44,558,228** | **10,129,698** | **438,172** | **33,990,358** | Details of Outstanding Restricted Share Units under the 2020 Share Incentive Plan (as of June 30, 2025) | Name/Category | Outstanding as of January 1, 2025 | Vested and Settled during the Reporting Period | Cancelled during the Reporting Period | Outstanding as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Directors | 964,424 | 67,210 | – | 997,134 | | Other Grantees | 7,242,526 | 1,184,202 | 822,368 | 5,235,956 | | **Total** | **8,206,950** | **1,251,412** | **822,368** | **6,133,170** | - As of June 30, 2025, **52,444,000 Class A ordinary shares** were available for grant under the Post-IPO Share Plan[87](index=87&type=chunk) Details of Outstanding Share Options under the Post-IPO Share Plan (as of June 30, 2025) | Name/Category | Outstanding as of January 1, 2025 | Granted during the Reporting Period | Exercised during the Reporting Period | Forfeited during the Reporting Period | Outstanding as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Employee Participants | 120,000 | – | – | – | 120,000 | | **Total** | **120,000** | **–** | **–** | **–** | **120,000** | Details of Outstanding Restricted Share Units under the Post-IPO Share Plan (as of June 30, 2025) | Name/Category | Outstanding as of January 1, 2025 | Granted during the Reporting Period | Vested and Settled during the Reporting Period | Forfeited during the Reporting Period | Outstanding as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Directors | 80,450 | 16,848 | 28,220 | – | 52,238 | | Employee Participants | 23,254,626 | 4,114,696 | 4,937,144 | 1,003,426 | 21,428,752 | | **Total** | **23,330,864** | **4,131,544** | **4,969,576** | **1,003,426** | **21,489,406** | [Other Disclosures](index=26&type=section&id=Other%20Disclosures) During the reporting period, the company did not engage in securities transactions, major litigation, or director changes, and post-period, completed a share offering, approved a dividend, and extended its share repurchase program - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any listed securities[93](index=93&type=chunk) - For the six months ended June 30, 2025, the company was not involved in any material litigation or arbitration[95](index=95&type=chunk) - The Board does not recommend the distribution of any interim dividend for the six months ended June 30, 2025[96](index=96&type=chunk) - Subsequent to the reporting period, the company completed a share offering in July 2025, raising net proceeds of approximately **HKD 2.2 billion**; approved an annual dividend policy on August 20, 2025, proposing a total cash dividend of approximately **USD 80 million**; and extended its share repurchase program to August 28, 2026, authorizing repurchases of up to **USD 250 million** in shares[147](index=147&type=chunk) [Review Report on Interim Financial Information](index=28&type=section&id=Review%20Report%20on%20Interim%20Financial%20Information) This section presents the auditor's review report on the company's interim financial information, confirming its preparation in accordance with U.S. GAAP [Auditor's Review Report](index=28&type=section&id=Auditor's%20Review%20Report) PwC reviewed the company's interim financial information for the six months ended June 30, 2025, in accordance with ISRE 2410, finding no material non-compliance with U.S. GAAP - PricewaterhouseCoopers reviewed the company's interim financial information for the six months ended June 30, 2025[102](index=102&type=chunk) - The review was conducted in accordance with International Standard on Review Engagements 2410, with a scope smaller than an audit, thus no audit opinion is expressed[103](index=103&type=chunk) - The auditor found no matters leading them to believe that the interim financial information was not prepared, in all material respects, in accordance with U.S. GAAP[104](index=104&type=chunk) [Unaudited Condensed Consolidated Financial Statements and Notes](index=28&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements%20and%20Notes) This section includes the unaudited condensed consolidated financial statements and their accompanying notes, providing detailed financial position, performance, and cash flow information [Unaudited Condensed Consolidated Balance Sheets](index=29&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, the company reported total assets of RMB 21.184 billion, with significant liquidity, total liabilities of RMB 4.347 billion, and total shareholders' equity of RMB 16.837 billion Unaudited Condensed Consolidated Balance Sheets (Summary, RMB thousands) | Metric | As of December 31, 2024 | As of June 30, 2025 | | :--- | :--- | :--- | | **Assets** | | | | Total Current Assets | 15,100,383 | 16,627,877 | | Total Non-current Assets | 4,210,289 | 4,556,078 | | **Total Assets** | **19,310,672** | **21,183,955** | | **Liabilities and Shareholders' Equity** | | | | Total Current Liabilities | 4,192,056 | 4,237,752 | | Total Non-current Liabilities | 155,796 | 109,240 | | **Total Liabilities** | **4,347,852** | **4,346,992** | | Total Shareholders' Equity of Kanzhun Limited | 14,867,371 | 16,752,836 | | Non-controlling Interests | 95,449 | 84,127 | | **Total Shareholders' Equity** | **14,962,820** | **16,836,963** | | **Total Liabilities and Shareholders' Equity** | **19,310,672** | **21,183,955** | - As of June 30, 2025, cash and cash equivalents were **RMB 3.160 billion**, short-term time deposits were **RMB 5.479 billion**, and short-term investments were **RMB 7.383 billion**[106](index=106&type=chunk) - As of June 30, 2025, deferred revenue was **RMB 3.301 billion**, and other payables and accrued liabilities were **RMB 709 million**[106](index=106&type=chunk) [Unaudited Condensed Consolidated Statements of Comprehensive Income](index=31&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the company achieved total revenue of RMB 4.026 billion and net income of RMB 1.223 billion, with basic and diluted net income per share of RMB 1.41 and RMB 1.37, respectively Unaudited Condensed Consolidated Statements of Comprehensive Income (Summary, RMB thousands) | Metric | 2024 (Unaudited) | 2025 (Unaudited) | | :--- | :--- | :--- | | Total Revenue | 3,620,496 | 4,025,710 | | Operating Profit | 462,202 | 1,090,986 | | Net Income | 658,974 | 1,223,268 | | Net Income Attributable to Ordinary Shareholders of Kanzhun Limited | 666,684 | 1,234,532 | | Basic Net Income Per Share | 0.75 | 1.41 | | Diluted Net Income Per Share | 0.73 | 1.37 | | Total Comprehensive Income | 724,880 | 1,205,411 | - The weighted average number of ordinary shares used to calculate basic net income per share was **876,959,135 shares**, and for diluted net income per share was **901,237,045 shares**[111](index=111&type=chunk) - Total other comprehensive income was **RMB (17.86) million**, primarily impacted by foreign currency translation adjustments[111](index=111&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=33&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, the company generated RMB 2.055 billion in net cash from operating activities, used RMB 1.503 billion in investing activities, and had RMB 58.28 million in net cash from financing activities Unaudited Condensed Consolidated Statements of Cash Flows (Summary, RMB thousands) | Metric | 2024 (RMB thousands) | 2025 (RMB thousands) | | :--- | :--- | :--- | | Net Cash Flows from Operating Activities | 1,774,097 | 2,055,005 | | Net Cash Flows Used in Investing Activities | (595,771) | (1,503,279) | | Net Cash Flows (Used in) / From Financing Activities | (186,425) | 58,278 | | Effect of Exchange Rate Changes on Cash and Cash Equivalents | 7,530 | (3,588) | | Net Increase in Cash and Cash Equivalents | 999,431 | 606,416 | | Cash and Cash Equivalents at End of Period | 3,472,390 | 3,159,506 | - Cash outflow from investing activities increased, primarily due to increased purchases of short-term and long-term investments[112](index=112&type=chunk) - Cash flow from financing activities shifted from a net outflow to a net inflow, mainly influenced by increased proceeds from share-based compensation exercises and reduced share repurchase payments[114](index=114&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity](index=35&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) As of June 30, 2025, total shareholders' equity increased to RMB 16.837 billion, primarily influenced by net income, share-based compensation, and share option exercises Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity (Summary, RMB thousands) | Metric | Balance as of January 1, 2025 | Net Income | Foreign Currency Translation Adjustment | Unrealized Gain on Available-for-Sale Investments | Share-based Compensation Expenses | Exercise of Share Options and Vesting of RSUs | Issuance of Ordinary Shares as Treasury Shares | Balance as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Ordinary Shares Amount | 571 | – | – | – | – | – | 15 | 586 | | Treasury Shares | (1,519,708) | – | – | – | – | 799,323 | (15) | (720,400) | | Capital Surplus | 16,234,535 | – | – | – | 481,489 | (612,080) | – | 16,103,944 | | Accumulated Other Comprehensive Income | 1,054,562 | – | (41,592) | 23,793 | – | – | – | 1,036,763 | | Retained Earnings / (Accumulated Deficit) | (917,640) | 1,234,532 | – | – | – | – | – | 316,892 | | Non-controlling Interests | 95,449 | (11,264) | (58) | – | – | – | – | 84,127 | | **Total Shareholders' Equity** | **14,962,820** | **1,223,268** | **(41,650)** | **23,793** | **481,489** | **187,243** | **–** | **16,836,963** | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=36&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide comprehensive details on the company's accounting policies, business acquisitions, investments, various financial accounts, revenue breakdown, operating leases, taxation, share-based compensation, related party transactions, commitments, and U.S. GAAP to IFRS reconciliation - The company completed the acquisition of approximately **77% equity interest** in W.D Technology Investment Group Limited on February 6, 2024, for a consideration of approximately **RMB 374.3 million**, resulting in goodwill of **RMB 0.839 million**[119](index=119&type=chunk)[120](index=120&type=chunk) Investment Portfolio (RMB thousands) | Investment Type | As of December 31, 2024 | As of June 30, 2025 | | :--- | :--- | :--- | | Total Short-term Investments | 6,639,389 | 7,383,188 | | Total Long-term Investments | 1,914,530 | 1,879,156 | - As of June 30, 2025, net accounts receivable and notes were **RMB 32.13 million**, with the highest proportion due within 3 months[121](index=121&type=chunk) - As of June 30, 2025, prepayments and other current assets were **RMB 561.4 million**, primarily comprising prepaid income tax and VAT, receivables from third-party online payment platforms, and receivables from share-based compensation exercises[123](index=123&type=chunk) - As of June 30, 2025, net property, equipment, and software amounted to **RMB 1.5141 billion**, and net intangible assets were **RMB 234.4 million**[124](index=124&type=chunk)[125](index=125&type=chunk) - As of June 30, 2025, accounts payable were **RMB 97.47 million**, and other payables and accrued liabilities were **RMB 708.8 million**[126](index=126&type=chunk)[127](index=127&type=chunk) Online Recruitment Services Revenue to Enterprise Clients by Client Type (RMB thousands) | Client Type | 2024 (RMB thousands) | 2025 (RMB thousands) | | :--- | :--- | :--- | | Key Account Clients | 812,146 | 967,233 | | Medium-sized Clients | 1,245,598 | 1,312,300 | | Small Clients | 1,519,066 | 1,699,448 | - As of June 30, 2025, total operating lease liabilities were **RMB 199.5 million**, with a weighted average remaining lease term of **2.01 years**[129](index=129&type=chunk) - The company's consolidated variable interest entity in mainland China, Beijing Huapin Borei Network Technology Co., Ltd., enjoys a **15% preferential tax rate** for high-tech enterprises and applies a **200% super deduction ratio** for R&D expenses[134](index=134&type=chunk) - As of June 30, 2025, unrecognized compensation expense related to share options was **USD 0.1 million**, and related to restricted share units was **USD 217.8 million**[138](index=138&type=chunk)[139](index=139&type=chunk) - The company has related party transactions with Tencent Group, primarily for procuring cloud services and online payment platform settlement services[142](index=142&type=chunk) - Significant differences exist between U.S. GAAP and IFRS regarding share-based compensation expenses, operating leases, long-term investments, preferred shares, and listing fees, with detailed reconciliations provided in the notes[148](index=148&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk)[155](index=155&type=chunk) [Definitions](index=55&type=section&id=Definitions) This section provides definitions for key terms and abbreviations used throughout the report, ensuring clarity and consistent understanding for readers [Glossary of Terms](index=55&type=section&id=Glossary%20of%20Terms) This glossary defines essential terms, company names, share types, accounting standards, user metrics, committee names, and relevant regulations to facilitate report comprehension

Financial Performance - In the first half of 2025, the company achieved contracted sales of approximately RMB339.5 million, with a contracted sales area of approximately 31,839 square meters, indicating growth compared to the same period last year [16]. - The company's revenue for the first half of 2025 was approximately RMB1,376.3 million, representing a 14.8% year-on-year decrease [17]. - The gross profit for the first half of 2025 amounted to RMB6.2 million, primarily due to reduced gross losses from property deliveries compared to the previous year [17]. - The company recognized a net loss of approximately RMB1,146.6 million for the period, mainly driven by gross losses on delivered properties and increased expensed interest costs [17]. - The Group achieved contracted sales of RMB 339.5 million during the Reporting Period, representing a 189.4% increase compared to the same period in 2024 [30]. - The total contracted sales amount for the Reporting Period was RMB 339.5 million, compared to RMB 117.3 million in the same period of 2024 [36]. - The Group's performance indicates a strong recovery and growth trajectory in the property development sector [30]. - The Group's revenue decreased by 14.8% to RMB1,376.3 million from RMB1,614.6 million in the corresponding period of 2024, primarily due to a decline in property sales income [64]. - Income from property sales fell by 16.9% to RMB1,118.0 million from RMB1,345.2 million in the same period of 2024, mainly due to a decrease in the unit price of delivered properties [65]. - Gross profit for the Group was RMB6.2 million, a significant improvement from a gross loss of RMB245.6 million in the corresponding period of 2024 [72]. - Valuation losses on investment properties were RMB149.4 million, down from RMB199.3 million in the corresponding period of 2024, reflecting a decline in property market valuations [73]. Sales and Market Trends - The real estate market in China is experiencing moderate recovery, but ongoing market demand pressures remain, particularly in third- and fourth-tier cities [15]. - High-quality projects in first-tier and core cities have performed relatively steadily despite overall market challenges [15]. - Approximately 83.6% of the contracted sales were generated from the Midwest region [30]. - Contracted sales by type showed that residential properties accounted for 14% of the total area, while commercial properties and car parks made up 86% [36]. - The average unit price for contracted sales was RMB 7,950 per square meter [30]. - The average unit selling price for residential properties was RMB 12,480 per square meter, while for commercial properties and car parks, it was RMB 7,346 per square meter [36]. Operational Strategy - The company plans to enhance operational capabilities and activate asset value by promoting the upgrading and transformation of commercial streets, hotels, and properties [20]. - The company aims to accelerate business transformation by advancing healthcare and cultural tourism projects, focusing on integrated development pathways [22]. - The company will actively pursue debt restructuring to optimize its debt structure and alleviate liquidity pressures [23]. Construction and Development - The total gross floor area (GFA) of newly commenced construction and completed construction during the Reporting Period was nil, consistent with the corresponding period in 2024 [37]. - Total gross floor area (GFA) under construction as of June 30, 2024, is 1,000,874 square meters [41]. - The Bohai Rim region has a total GFA under construction of 516,158 square meters, with Shenyang contributing 94,349 square meters [41]. - The Yangtze River Delta region has a total GFA under construction of 259,382 square meters [41]. - The Pearl River Delta region has a total GFA under construction of 43,808 square meters [41]. - The Midwest region has a total GFA under construction of 181,526 square meters [41]. - The company is actively expanding its property development across multiple economic regions in China [42]. Financial Obligations and Restructuring - The company will actively pursue debt restructuring to optimize its debt structure and alleviate liquidity pressures [23]. - Total loans and borrowings amounted to RMB 23,186.0 million as of June 30, 2025, with a significant portion repayable within one year [104]. - Contracted capital commitments for properties under development amounted to RMB 4,271.8 million as of June 30, 2025, down from RMB 4,797.5 million as of December 31, 2024 [107]. - The Group has received cash totaling RMB4,466.4 million from the Eminent Star Disposal, which includes various deposits and installments [119][122]. - The Group's working capital has not been significantly affected by foreign exchange fluctuations [112][115]. Employee and Governance - As of June 30, 2025, the Group employed 1,613 employees, an increase from 1,524 employees in the corresponding period of 2024 [184]. - Staff costs for the Group during the reporting period were RMB92.7 million, down from RMB102.7 million in the corresponding period of 2024 [184]. - The Group made contributions of approximately RMB7.8 million to the employee retirement scheme for the six months ended June 30, 2025 [184]. - The Company has adopted and complied with all applicable code provisions of the Corporate Governance Code, except for deviations regarding the roles of chairman and CEO, which are held by Mr. Yi Xiaodi since May 11, 2018 [188]. - The management did not provide monthly updates to the Board during the reporting period, but quarterly management accounts were prepared for review [189]. Legal and Compliance Issues - The Stock Exchange issued statements of disciplinary action against the Company and several Directors for failing to publish annual and interim results on time and for not complying with announcement requirements [192]. - The Company and the relevant Directors did not contest their breaches and agreed to the sanctions imposed, including completing 24 hours of training on regulatory and legal topics [194]. - The Company is involved in ongoing litigation with HTI Financial Solutions Limited and Haitong International Financial Products Limited, claiming outstanding principal amounts of USD63,101,000 and USD95,000,000, respectively, along with accrued interest [176].

Financial Performance - Revenue for the six months ended June 30, 2025, was HKD 6,575,509, a decrease of 9.4% compared to HKD 7,255,090 in 2024[3] - Profit attributable to owners of the company increased by 2.7% to HKD 245,510 from HKD 239,077 year-on-year[3] - Basic earnings per share rose by 3.7% to HKD 8.89 compared to HKD 8.57 in the previous year[7] - Total comprehensive income for the period was HKD 373,463, compared to HKD 106,121 in the previous year[7] - The company reported a profit for the period of HKD 245,510,000, compared to HKD 239,077,000 in the previous period, reflecting a growth of 2.0%[10] - The net profit attributable to the company's owners was HKD 245,510,000, an increase of 2.7% from HKD 239,077,000 in the previous year[90] - The net profit margin for the six months ended June 30, 2025, was 3.7%, up from 3.3% in 2024[91] - The basic and diluted earnings per share were both HKD 0.0889, compared to HKD 0.0857 in the same period last year[92] Revenue Breakdown - Gas sales revenue was HKD 5,619,687,000, down from HKD 5,860,550,000, representing a decline of 4.1%[17] - The total gas sales volume for wholesale customers decreased by 51.5% for pipeline gas, while LNG sales volume increased by 100.7%[63] - Revenue from gas pipeline construction decreased by 34.5% to HKD 380,049,000, accounting for 5.8% of total revenue[77] - Revenue from residential gas pipeline construction decreased by 37.4% to HKD 319,804,000, with a drop in completed connections from 171,112 to 105,560[79] - Smart energy revenue decreased by 39.4% to HKD 332,361,000, representing 5.0% of total revenue[81] - Value-added services revenue decreased by 10.7% to HKD 151,416,000, maintaining a 2.3% share of total revenue[82] - Revenue from compressed/liquefied natural gas vehicle refueling stations decreased by 4.2% to HKD 91,996,000, with gas sales to vehicles increasing by 6.2%[83] Asset and Equity Changes - Total assets less current liabilities amounted to HKD 15,073,792, down from HKD 16,546,930[9] - Total equity increased to HKD 8,611,136 from HKD 8,380,971 year-on-year[9] - The company’s total assets as of June 30, 2025, were HKD 8,611,136,000, compared to HKD 8,743,062,000 as of June 30, 2024[10] - The company’s non-controlling interests increased to HKD 996,313,000 as of June 30, 2025, from HKD 992,114,000 at the beginning of the year[10] Cash Flow and Liabilities - The net cash used in operating activities was HKD (252,896,000), compared to HKD 317,004,000 generated in the same period last year[12] - The cash and cash equivalents decreased by HKD 990,403,000, from HKD 1,650,857,000 at the beginning of the period to HKD 656,928,000 at the end[12] - Investment activities used net cash of HKD (500,985,000), slightly improved from HKD (593,836,000) in the prior year[12] - The net current liabilities of the group as of June 30, 2025, were HKD 4,914,452,000, an increase attributed mainly to the rise in borrowings due within one year[41] - The group's current ratio as of June 30, 2025, was approximately 0.6, down from 0.7 as of December 31, 2024[41] - Total borrowings and lease liabilities increased by HKD 379,462,000 or 2.9% to HKD 13,303,738,000 as of June 30, 2025[41] - The net debt of the group as of June 30, 2025, was HKD 12,646,810,000, up from HKD 11,273,419,000 as of December 31, 2024[42] - The net debt-to-equity ratio as of June 30, 2025, was approximately 1.47, compared to 1.35 as of December 31, 2024[42] Operational Highlights - Natural gas sales volume decreased by 2.9% to 1,688,073 thousand cubic meters from 1,738,419 thousand cubic meters[3] - Liquefied natural gas wholesale customer sales volume surged by 100.7% to 357,900 thousand cubic meters from 178,291 thousand cubic meters[3] - New pipeline gas connections for industrial and commercial customers increased by 30.6% to 1,757 from 1,345[3] - Cumulative integrated energy project count rose by 21.3% to 262 from 216[3] - The company operates 74 gas distribution projects in China as of June 30, 2025[60] - The total population that can be connected to the gas network increased by 2.8% to 25,939,000 as of June 30, 2025[62] - The number of residential users that can be connected rose by 2.9% to 7,411,000 as of June 30, 2025[62] - The cumulative number of connected residential gas customers reached 5,297,310, reflecting a 3.7% increase year-on-year[62] Future Plans and Strategies - The company plans to continue expanding its gas pipeline construction and smart energy services in the Chinese market[17] - The company plans to focus on urban gas business and expand its smart energy services while optimizing financing costs and enhancing operational stability in the second half of 2025[95] - The company aims to enhance its digital systems and integrate AI technology to improve decision-making efficiency and management effectiveness[97] Shareholder Information - As of June 30, 2025, the total number of issued shares of the company is 2,748,305,157 shares[100] - Mr. Wang Wenliang holds 800,225,206 shares, representing a beneficial interest of 29.12%[98] - China Gas Holdings Limited owns 1,030,402,000 shares, accounting for 37.49% of the total shares[102] - The company repurchased a total of 29,390,000 shares at a total cost of HKD 126,103,560[107] - The highest repurchase price per share was HKD 4.56, while the lowest was HKD 3.95[107] - The company aims to enhance its net asset value per share and earnings per share through share repurchases[107] Governance and Compliance - The company has complied with all applicable corporate governance codes during the review period[104] - The audit committee reviewed the accounting principles and financial reporting matters without any disagreements[106] - The board of directors includes executive directors Wang Wenliang (Chairman), Yao Zhisheng (Vice Chairman), and others[108] - The report date is August 22, 2025[109]

CONTENTS 目錄 | Corporate Profile | 2 | | --- | --- | | 公司簡介 | | | Corporate Information | 3 | | 公司資料 | | | Management Discussion and Analysis | 6 | | 管理層討論及分析 | | | Disclosure of Interest | 13 | | 權益披露 | | | Corporate Governance and Other Information | 17 | | 公司管治及其他資料 | | | Independent Review Report | 25 | | 獨立審閱報告 | | | Condensed Consolidated Statement of Profit or Loss | 28 | | 簡明綜合損益表 | | | Condensed Consolidated Statement of Comprehensive Income | 29 | | 簡明綜合全面收入表 | | | Condensed Consolidated Statement ...

Financial Performance - The company reported a revenue of RMB 500 million for the first half of 2025, representing a 15% increase compared to the same period last year[5]. - Operating revenue for the first half of 2025 was RMB 41,492 million, a decrease of 50.20% compared to RMB 83,320 million in the same period last year[15]. - Total profit for the first half of 2025 reached RMB 4,863 million, an increase of 2,575.99% from RMB 182 million year-on-year[15]. - Net profit attributable to shareholders for the first half of 2025 was RMB 3,258 million, up 5,414.73% from RMB 59 million in the previous year[15]. - The company's total profit for the first half of 2025 was RMB 48.63 million, compared to RMB 1.82 million in the first half of 2024, marking an increase of 2,570.5%[85]. - Net profit for the first half of 2025 reached RMB 32.58 million, significantly up from RMB 0.59 million in the first half of 2024, representing a growth of 5,417.6%[85]. Market Expansion and Strategy - The company expects a revenue growth of 10% for the second half of 2025, driven by new product launches and market expansion strategies[5]. - The company plans to expand its market presence in Southeast Asia, targeting a 30% increase in market share by the end of 2026[5]. - A new trading platform is set to launch in Q3 2025, aimed at improving transaction efficiency and user engagement[5]. - The company plans to focus on expanding its market presence and enhancing its product offerings in the upcoming quarters[85]. Investment and Technology - Investment in technology infrastructure increased by 25% to enhance trading capabilities and improve user experience[5]. - The company has completed a strategic acquisition of a local brokerage firm, which is expected to contribute an additional RMB 100 million in annual revenue[5]. - The company focused on the development of financial technology to enhance customer service systems and operational efficiency[36]. - The company plans to continue its digital transformation to support high-quality business development by 2025[35]. Risk Management - Risk management measures have been strengthened, with a 40% increase in resources allocated to compliance and risk assessment[5]. - The group faces several risks including market risk, credit risk, liquidity risk, operational risk, and compliance risk, arising from uncertainties in business operations[48]. - A comprehensive risk management system is in place, covering all departments and subsidiaries, to identify, assess, monitor, and report risks[51]. - The company emphasizes the cultivation of risk management awareness among employees through internal initiatives and training[52]. - The company continuously monitors its net capital risk management indicators and conducts stress tests to assess the impact of market volatility on its key regulatory indicators and cash flow[55]. Shareholder and Governance - The board has approved a dividend payout of RMB 0.05 per share for the first half of 2025, reflecting a commitment to returning value to shareholders[5]. - Major shareholder Zhongtai Securities Co., Ltd. holds 632,176,078 domestic shares, representing approximately 63.10% of the total issued shares and 87.22% of the domestic shares[71]. - The audit committee confirmed the company's interim results announcement for the six months ended June 30, 2025, on August 29, 2025[62]. - The board of directors has confirmed their responsibility for the preparation of the consolidated financial statements for the six months ended June 30, 2025, which are unaudited[63]. Employee and Training - The company has initiated a new training program for employees, focusing on enhancing skills in digital trading technologies[5]. - The group has established a competitive talent cultivation and incentive system, with a comprehensive salary structure linked to performance assessments[46]. - During the reporting period, the group conducted 27 training sessions and produced 30 micro-courses covering various topics, enhancing the training coverage[47]. Financial Position - Total assets as of June 30, 2025, were RMB 3,353,719 million, a slight decrease of 0.65% from RMB 3,375,714 million at the end of 2024[15]. - Total liabilities as of June 30, 2025, were RMB 3,095,366 million, down 0.81% from RMB 3,120,584 million at the end of 2024[15]. - The net capital as of June 30, 2025, was RMB 152,507.60 million, exceeding the regulatory standard of not less than RMB 3,000 million[17]. - The asset-liability ratio decreased to 38.25%, down 3.62 percentage points from 41.87% at the end of 2024[27]. Cash Flow and Investments - Operating cash flow for the first half of 2025 was negative at RMB -1,818,436,167.20, compared to a positive RMB 1,797,129,575.34 in the same period of 2024, indicating a significant decline in operational performance[93]. - Total cash inflow from operating activities decreased to RMB 1,387,505,831.16 in 2025 from RMB 4,870,810,659.85 in 2024, reflecting a year-over-year decline of approximately 71.5%[93]. - Cash outflow from operating activities increased to RMB 3,205,941,998.36 in 2025, up from RMB 3,073,681,084.51 in 2024, marking an increase of about 4.3%[93]. - Financing activities resulted in a net cash flow of RMB -47,654,410.32 in the first half of 2025, compared to RMB -6,203,683.10 in 2024, indicating a worsening financing position[94]. Compliance and Accounting - The company emphasizes compliance with regulatory capital requirements and conducts stress tests before major investments[40]. - The financial statements for the first half of 2025 reflect the company's compliance with accounting standards, ensuring accurate representation of its financial position[113]. - The company’s financial statements were prepared in accordance with the applicable accounting standards, ensuring compliance and fair representation of its financial status[76]. - The group recognizes expected credit losses for financial assets measured at amortized cost and contract assets, considering past events, current conditions, and forecasts of future economic conditions[129].

目錄 2 公司資料 3 簡明綜合財務報表審閱報告 4 簡明綜合損益表 5 簡明綜合損益及其他全面收益表 6–7 簡明綜合財務狀況表 8–9 簡明綜合權益變動表 10 簡明綜合現金流量表 11–32 簡明綜合財務報表附註 33–45 管理層討論與分析 46–48 其他資料 公司資料 董事會 執行董事 酈 千 （主席） 孫 洁 獨立非執行董事 李萬全 何 佳 劉 磊 審核委員會 李萬全 （主席） 何 佳 劉 磊 薪酬委員會 何 佳 （主席） 李萬全 酈 千 提名委員會 劉 磊 （主席） 李萬全 孫 洁 環境、社會及管治委員會 孫 洁 （主席） 何 佳 劉 磊 公司秘書 潘子健 核數師 天職香港會計師事務所有限公司 執業會計師 註冊公眾利益實體核數師 香港鰂魚涌 英皇道728號8樓 主要往來銀行 中國銀行（香港）有限公司 交通銀行股份有限公司 東亞銀行有限公司 招商銀行股份有限公司 創興銀行有限公司 富邦華一銀行有限公司 恆生銀行（中國）有限公司 中國郵政儲備銀行股份有限公司 上海浦東發展銀行股份有限公司 網址： www.hk217.com 電子郵件： public@hk217.com 股份過戶登記處 香港中央證券 ...

股 份 代 號: 8285 （ 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） 中期報 告 2025 2025 INTERIM REPORT Stock code: 8285 (Incorporated in the Cayman Islands with limited liability) 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」） GEM的特色 GEM的定位乃為相比起聯交所主板上市 的其他公司帶有更高投資風險的中小型公 司提供上市的市場。有意投資者應了解投 資於此類公司的潛在風險，並應經審慎周 詳考慮後方作出投資決定。 由於在GEM上市的公司一般為中小型公 司，在GEM買賣的證券可能會承受較於聯 交所主板買賣的證券為高的市場波動風 險，同時亦無法保證在GEM買賣的證券會 有高流通量的市場。 香港交易及結算所有限公司及聯交所對本 報告的內容概不負責，對其準確性或完整 性亦不發表任何聲明，並明確表示概不會 對本報告的全部或任何部分內容所產生或 因依賴該等內容而引致的任何損失承擔任 何責任。 本報告乃遵照聯交所GEM證券上市規則 （「GEM上市規則」）的規定提供有關森浩 集團股份有 ...

2025 中期報告 目錄 | | 頁 | | --- | --- | | 公司資料 | 2 | | 中期簡明財務資料 | | | 中期簡明損益及其他全面收益表 | 3 | | 中期簡明財務狀況表 | 4 | | 中期簡明權益變動表 | 5 | | 中期簡明現金流量表 | 7 | | 中期簡明財務資料附註 | 8 | | 管理層討論及分析 | 21 | | 其他資料 | 30 | SHANGHAI INTERNATIONAL SHANGHAI GROWTH INVESTMENT LIMITED 公司資料 董事 執行董事： 趙恬先生 獨立非執行董事： 蔡德輝先生 （於二零二五年二月十四日獲委任） 劉美雪女士 華民博士 （於二零二五年六月二十七日退任） 王家泰先生 （於二零二五年一月二十九日辭任） 易永發先生 （於二零二五年二月十四日辭任） 非執行董事： 程爵生先生 （於二零二五年三月二十五日獲委任） 施美伶女士 （於二零二五年八月二十九日獲委任） 林維蕆先生 （於二零二五年三月二十五日獲委任 並於二零二五年八月二十九日辭任） 陸雪方先生 （於二零二五年三月二十五日辭任） 公司秘書 張月芬女士 基金管理公司 上實資 ...