Company Information [GEM Characteristics and Disclaimer](index=2&type=section&id=GEM%20Characteristics%20and%20Disclaimer) The report highlights GEM market characteristics, including higher investment risks, with HKEX disclaiming responsibility for its content - The GEM market provides a listing platform for small and medium-sized companies, which may entail higher investment risks and market volatility[2](index=2&type=chunk) - Hong Kong Exchanges and Clearing Limited and the Stock Exchange assume no responsibility for the contents of this report[2](index=2&type=chunk) [Company Overview and Contact Information](index=4&type=section&id=Company%20Overview%20and%20Contact%20Information) This section provides essential information about Metropolis Capital Holdings Limited, including its board, committees, offices, and contact details - The Board of Directors includes executive directors Mr. Zhou Dawei, Ms. Zhou Hui, non-executive director Ms. Zhou An, and three independent non-executive directors Mr. Liu Zhongwei, Mr. Mo Luojiang, and Mr. Lin Peicong[5](index=5&type=chunk) - The Audit Committee, Remuneration Committee, and Nomination Committee are all chaired by independent non-executive directors[5](index=5&type=chunk) - The company's registered office is in the Cayman Islands, with its head office and principal place of business in China located in Shanghai, and its principal place of business in Hong Kong located in Central[5](index=5&type=chunk) - The company's stock code is **8621**, and its website is http://www.metropolis-leasing.com/[6](index=6&type=chunk) Management Discussion and Analysis [Business Review and Outlook](index=6&type=section&id=Business%20Review%20and%20Outlook) The Group's revenue significantly decreased by **42.8%** to RMB 17.5 million, resulting in a pre-tax loss of RMB 24.0 million due to reduced service income and increased impairment provisions - China's GDP grew by approximately **5.3%** in the first half of 2025, indicating stable domestic economic performance[8](index=8&type=chunk) Key Financial Indicators Change (Six Months Ended June 30, 2025) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 17.5 | 30.6 | -13.1 | -42.8% | | Profit (Loss) Before Tax | -24.0 | 4.8 | -28.8 | -595.0% | - The decrease in revenue is primarily attributable to a significant reduction in finance lease consulting service income and interest income from sale and leaseback arrangements[8](index=8&type=chunk) - The pre-tax loss is mainly due to decreased revenue, recognition of impairment provisions for factoring receivables, and increased impairment provisions for other receivables and financial guarantee contracts[8](index=8&type=chunk) - The Group faces challenges from intensified competition in the auto finance lease industry and increased overdue receivables due to deteriorating client financial conditions[9](index=9&type=chunk) - Management is actively considering business diversification to broaden income streams and enhance shareholder returns[10](index=10&type=chunk) [Financial Review](index=7&type=section&id=Financial%20Review) This section reviews the Group's financial performance, including revenue, income, expenses, liquidity, capital management, and risk profile, noting significant declines in revenue and profit due to business contraction and increased impairment provisions [Revenue](index=7&type=section&id=Revenue) The Group's revenue, primarily from finance lease, consulting, and factoring services, decreased by **42.8%** to RMB 17.5 million, mainly due to reduced finance lease consulting and sale and leaseback interest income Revenue Composition and Change (Six Months Ended June 30, 2025) | Revenue Source | 2025 (RMB million) | 2024 (RMB million) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 17.5 | 30.6 | -13.1 | -42.8% | | Finance lease consulting service income | 15.3 | 23.5 | -8.2 | -34.9% | | Interest income from sale and leaseback arrangements | 1.3 | 4.3 | -3.0 | -69.4% | | Interest income from factoring arrangements | 0.8 | 2.7 | -1.9 | -71.6% | [Other Income](index=8&type=section&id=Other%20Income) Other income for the period was approximately RMB 0.2 million, a **73.1%** decrease, mainly due to reduced expenses from recovering outstanding lease balances and lower bank interest income Other Income Change (Six Months Ended June 30, 2025) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Other income | 0.2 | 0.7 | -0.5 | -73.1% | [Other Gains and Losses, Net](index=8&type=section&id=Other%20Gains%20and%20Losses%2C%20Net) The Group recorded other losses of approximately RMB 0.4 million, a **434.7%** decrease from prior period gains, primarily due to net exchange losses and losses from the disposal of intangible assets (car plates) Other Gains and Losses, Net Change (Six Months Ended June 30, 2025) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Other (losses) gains, net | -0.4 | 0.1 | -0.5 | -434.7% | [Staff Costs](index=8&type=section&id=Staff%20Costs) Staff costs decreased by **49.4%** to approximately RMB 3.1 million, primarily due to internal restructuring and headcount reduction resulting from business contraction Staff Costs Change (Six Months Ended June 30, 2025) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Staff costs | 3.1 | 6.1 | -3.0 | -49.4% | - The decrease in staff costs is mainly due to the Group's business contraction, leading to internal restructuring and staff reduction[15](index=15&type=chunk) [Other Operating Expenses](index=8&type=section&id=Other%20Operating%20Expenses) Other operating expenses decreased by **28.7%** to approximately RMB 14.7 million, mainly due to reduced finance lease consulting service costs and short-term lease expenses, partially offset by increased professional fees like litigation costs Other Operating Expenses Change (Six Months Ended June 30, 2025) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Other operating expenses | 14.7 | 20.6 | -5.9 | -28.7% | | Finance lease consulting service costs | 9.8 | 15.7 | -5.9 | -37.8% | - The decrease is mainly due to reduced finance lease consulting service costs and expenses recognized for short-term leases, partially offset by increased other professional fees, such as litigation costs[16](index=16&type=chunk) [Finance Costs](index=9&type=section&id=Finance%20Costs) Finance costs significantly decreased as the Group incurred no interest on bank and other borrowings, primarily due to the repayment of other borrowings around August 2024 Finance Costs Change (Six Months Ended June 30, 2025) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Interest on bank and other borrowings | 0.0 | 1.1 | -1.1 | -100.0% | - The decrease in finance costs is mainly due to the Group having repaid other borrowings around August 2024[17](index=17&type=chunk) [Net Impairment Losses Recognized/Reversed](index=9&type=section&id=Net%20Impairment%20Losses%20Recognized%2FReversed) The Group recognized several impairment provisions, including RMB 1.0 million for lease receivables, RMB 9.7 million for factoring receivables, RMB 10.7 million for other receivables, and RMB 2.1 million for financial guarantee contracts, reflecting increased default risks and extended litigation - Impairment provisions for lease receivables were approximately **RMB 1.0 million**, primarily due to a decline in the price of leased properties (vehicles) and extended overdue periods for some clients[18](index=18&type=chunk) Factoring Receivables Impairment Provision Change (Six Months Ended June 30, 2025) | Metric | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Impairment provisions for factoring receivables | 9.7 (recognized) | 2.4 (reversed) | - Impairment provisions for other receivables of approximately **RMB 10.7 million** were recognized, mainly due to the Group paying overdue amounts on behalf of ancillary service providers to independent financial institutions[19](index=19&type=chunk) - Impairment provisions for financial guarantee contract liabilities of approximately **RMB 2.1 million** were recognized, due to a significant increase in default risk for finance lease consulting clients and ancillary service providers[21](index=21&type=chunk) [Profit Before Tax](index=10&type=section&id=Profit%20Before%20Tax) The Group recorded a pre-tax loss of approximately RMB 24.0 million, a **595.0%** decrease from the prior period's profit of RMB 4.8 million, driven by reduced income and increased impairment provisions, partially offset by lower operating and staff costs Profit (Loss) Before Tax Change (Six Months Ended June 30, 2025) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Profit (Loss) Before Tax | -24.0 | 4.8 | -28.8 | -595.0% | - The change is primarily attributable to decreased income, the shift from reversal to recognition of impairment provisions for factoring receivables, and increased impairment provisions for other receivables and financial guarantee contracts[22](index=22&type=chunk) [Income Tax Expense](index=10&type=section&id=Income%20Tax%20Expense) Income tax expense decreased by approximately **99.9%**, mainly due to the absence of a reversal of deductible temporary differences as deferred tax assets, which occurred in the prior period Income Tax Expense Change (Six Months Ended June 30, 2025) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Income tax expense | 0.0 | 0.5 | -0.5 | -99.9% | - The decrease in income tax expense is mainly due to the reversal of deductible temporary differences in the prior period, with no such reversal in the reporting period[23](index=23&type=chunk) [Liquidity and Capital Resources](index=11&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the Group's cash and bank balances were approximately RMB 50.2 million, a decrease from the prior year, with operating activities shifting from net inflow to net outflow, and financing activities showing a significant reduction in net outflow Cash Flow Change (Six Months Ended June 30, 2025) | Metric | 2025 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | | Cash and bank balances (end of period) | 50,240,338 | 59,874,229 | | Net cash (used in) generated from operating activities | (14,892,462) | 69,854,622 | | Net cash generated from (used in) investing activities | 2,310,169 | (8,403,996) | | Net cash used in financing activities | (290,993) | (24,053,860) | - Net cash from operating activities shifted from a net inflow of approximately **RMB 69.9 million** in the prior period to a net outflow of approximately **RMB 14.9 million** in the reporting period[25](index=25&type=chunk) [Capital Management](index=11&type=section&id=Capital%20Management) The Group maintains a consistent capital management strategy to ensure ongoing operations and maximize shareholder returns, with a zero debt-to-equity ratio due to the absence of borrowings during the reporting period - The Group's overall capital management strategy remains unchanged, aiming to ensure continuous operation and maximize shareholder returns[26](index=26&type=chunk) - The Group had no borrowings during the reporting period, resulting in a zero debt-to-equity ratio[27](index=27&type=chunk) [Foreign Exchange Risk](index=12&type=section&id=Foreign%20Exchange%20Risk) The Group faces limited foreign exchange risk from its domestic operations, primarily funded in RMB, with main exposures arising from HKD and USD denominated bank deposits and related party loans; no hedging policy is currently in place, but management monitors the situation - The Group's principal business operations face limited foreign exchange risk as its domestic business is primarily funded in RMB[29](index=29&type=chunk) - The main foreign exchange risks arise from bank deposits and loans to related parties denominated in HKD and USD[29](index=29&type=chunk) - The Group currently has no foreign currency hedging policy, but management will closely monitor and consider hedging instruments when necessary[29](index=29&type=chunk) [Employment and Remuneration Policies](index=12&type=section&id=Employment%20and%20Remuneration%20Policies) The Group's full-time employee count decreased from 46 to 22, leading to a **49.4%** reduction in total staff costs due to business contraction and layoffs; competitive remuneration and a share option scheme are in place to reward contributions Employee Count and Staff Costs Change | Metric | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Full-time employees | 22 | 46 | -52.2% | | Total staff costs (RMB million) | 3.1 | 6.1 (prior period) | -49.4% | - The decrease in staff costs is mainly due to the Group's reduction in headcount as a result of business contraction[30](index=30&type=chunk) - The Group has adopted a share option scheme to recognize and reward the contributions of selected participants, including its employees[30](index=30&type=chunk) [Contingent Liabilities](index=12&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities, with details of financial guarantee contract risks provided in Note 14 to the condensed consolidated financial statements - As of June 30, 2025, the Group had no significant contingent liabilities[31](index=31&type=chunk) [Pledged Assets](index=13&type=section&id=Pledged%20Assets) The Group had no pledged assets as of June 30, 2025, and December 31, 2024 - The Group had no pledged assets at the end of the reporting period or the previous year-end[32](index=32&type=chunk) [Material Acquisitions or Disposals](index=13&type=section&id=Material%20Acquisitions%20or%20Disposals) During the reporting period, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures - During the reporting period, the Group had no material acquisitions or disposals[33](index=33&type=chunk) [Material Investments](index=13&type=section&id=Material%20Investments) The Company did not make any material investments during the reporting period - During the reporting period, the Company did not make any material investments[34](index=34&type=chunk) [Plans for Material Investments or Capital Assets](index=13&type=section&id=Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of the date of this interim report, there are no specific plans for material investments or capital assets - As of the date of this interim report, there are no specific plans for material investments or capital assets[35](index=35&type=chunk) [Capital Commitments](index=13&type=section&id=Capital%20Commitments) As of June 30, 2025, the Company had no capital commitments - As of June 30, 2025, the Company had no capital commitments[36](index=36&type=chunk) [Events After Reporting Period](index=13&type=section&id=Events%20After%20Reporting%20Period) As of June 30, 2025, there were no significant events affecting the Group subsequent to the reporting period - As of June 30, 2025, there were no significant events affecting the Group subsequent to the reporting period[37](index=37&type=chunk) [Dividends](index=13&type=section&id=Dividends) The Company did not pay, and the Directors do not recommend paying, any dividends for the reporting period - The Company did not pay, and the Directors do not recommend paying, any dividends for the reporting period[38](index=38&type=chunk) Corporate Governance and Other Information [Compliance with Corporate Governance Code](index=14&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company adopted the GEM Listing Rules' Corporate Governance Code and complied with all provisions during the period, except for the combined roles of Chairman and CEO, which the Board deems to be in the Group's best interest - The Company has adopted the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[40](index=40&type=chunk) - During the reporting period, the Group complied with all code provisions, except for deviation from code provision C.2.1 (separation of roles of Chairman and Chief Executive)[40](index=40&type=chunk) - The Board believes that Mr. Zhou Dawei serving concurrently as Chairman and Chief Executive Officer is in the best interest of the Group and will review this arrangement at an appropriate time[40](index=40&type=chunk) [Share Option Scheme](index=15&type=section&id=Share%20Option%20Scheme) The Company's share option scheme was adopted on November 23, 2018, with no options granted, exercised, cancelled, or lapsed as of June 30, 2025, and 80,000,000 shares available for grant - The share option scheme was adopted on November 23, 2018[41](index=41&type=chunk) - As of June 30, 2025, no share options had been granted, exercised, cancelled, or lapsed under the share option scheme[41](index=41&type=chunk) - The number of share options available for grant under the share option scheme is **80,000,000** shares[41](index=41&type=chunk) [Compliance with Model Code and Securities Dealing Code](index=15&type=section&id=Compliance%20with%20Model%20Code%20and%20Securities%20Dealing%20Code) The Company adopted the Model Code for securities transactions by directors and employees with inside information, and all directors and relevant employees confirmed compliance during the reporting period - The Company has adopted the standard dealing requirements set out in Rules 5.48 to 5.67 of the GEM Listing Rules as its code of conduct[42](index=42&type=chunk) - All Directors and relevant employees confirmed compliance with the securities dealing code throughout the reporting period[42](index=42&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures](index=16&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%2C%20and%20Debentures) As of June 30, 2025, Executive Director Mr. Zhou Dawei held approximately **62.5%** of the Company's shares through View Art Investment Limited, with no other directors or chief executives holding disclosable interests Directors' Interests in Company Shares (As of June 30, 2025) | Director Name | Nature and Capacity of Interest | Number of Shares | Approximate Shareholding Percentage | | :--- | :--- | :--- | :--- | | Mr. Zhou Dawei | Interest in controlled corporation | 600,000,000 (L) | 62.5% | - Mr. Zhou Dawei beneficially and wholly owns View Art Investment Limited, which holds approximately **62.5%** of the Company's issued share capital[44](index=44&type=chunk)[46](index=46&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares](index=18&type=section&id=Substantial%20Shareholders%27%20and%20Other%20Persons%27%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, View Art Investment Limited, wholly owned by Mr. Zhou Dawei, was the Company's substantial shareholder, holding approximately **62.5%** of the shares, with no other persons holding disclosable interests of 5% or more Substantial Shareholders' Interests in Company Shares (As of June 30, 2025) | Shareholder Name | Nature and Capacity of Interest | Number of Shares | Approximate Shareholding Percentage | | :--- | :--- | :--- | :--- | | View Art Investment Limited | Beneficial owner | 600,000,000 (L) | 62.5% | - View Art Investment Limited is beneficially and wholly owned by Mr. Zhou Dawei[48](index=48&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=19&type=section&id=Directors%27%20Rights%20to%20Acquire%20Shares%20or%20Debentures) During the reporting period, the Company did not grant any rights to directors or their immediate family members to acquire shares or debentures, nor were any such rights exercised - During the reporting period, the Company did not grant any rights to directors or their close associates to acquire shares or debentures, nor were any such rights exercised[49](index=49&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=19&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period[50](index=50&type=chunk) [Disclosure of Directors' Information under GEM Listing Rule 17.50A(1)](index=19&type=section&id=Disclosure%20of%20Directors%27%20Information%20under%20GEM%20Listing%20Rule%2017.50A%281%29) Ms. Zhou Hui was appointed as a member of the Board's Nomination Committee effective June 27, 2025, with no other disclosable changes to directors' information since the 2024 annual report - Ms. Zhou Hui was appointed as a member of the Board's Nomination Committee, effective June 27, 2025[51](index=51&type=chunk) [Audit Committee](index=19&type=section&id=Audit%20Committee) The Company's Audit Committee, comprising three independent non-executive directors, reviewed the Group's accounting principles, policies, and the unaudited condensed consolidated interim financial statements for the reporting period - The Audit Committee, composed of three independent non-executive directors, has reviewed the Group's accounting principles, policies, and interim financial statements[52](index=52&type=chunk) Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's total revenue significantly decreased to RMB 17.5 million, resulting in a pre-tax loss of RMB 24.0 million and a loss attributable to owners of RMB 24.0 million, with basic and diluted loss per share of RMB 2.50 cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary (Six Months Ended June 30, 2025) | Metric | 2025 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | | Total revenue | 17,474,987 | 30,566,622 | | Profit (Loss) Before Tax | (23,969,213) | 4,842,041 | | Profit (Loss) and Total Comprehensive Income (Loss) for the period | (23,969,669) | 4,368,828 | | Profit (Loss) for the period attributable to owners of the Company | (23,966,386) | 4,396,787 | | Earnings (Loss) Per Share - Basic and Diluted | (0.0250) | 0.0046 | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets less current liabilities decreased to RMB 162.2 million, reflecting reductions in non-current and current assets, particularly factoring and trade receivables, while financial guarantee contract liabilities increased despite a decrease in current liabilities Condensed Consolidated Statement of Financial Position Summary (As of June 30, 2025) | Metric | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Non-current assets | 11,269,126 | 17,758,211 | | Current assets | 199,623,055 | 244,943,513 | | Current liabilities | 48,646,199 | 76,486,073 | | Total assets less current liabilities | 162,245,982 | 186,215,651 | | Equity attributable to owners of the Company | 162,638,777 | 186,605,163 | | Total equity | 162,245,982 | 186,215,651 | - Prepayments, deposits, and other receivables increased from **RMB 20.0 million** to **RMB 33.8 million**[57](index=57&type=chunk) - Factoring receivables decreased from **RMB 43.3 million** to **RMB 28.9 million**[57](index=57&type=chunk) - Financial guarantee contract liabilities increased from **RMB 3.1 million** to **RMB 5.3 million**[58](index=58&type=chunk) Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners of the Company decreased from RMB 186.6 million at the beginning of the period to RMB 162.6 million at the end, primarily due to a loss of RMB 24.0 million incurred during the period Condensed Consolidated Statement of Changes in Equity Summary (Six Months Ended June 30, 2025) | Metric | January 1, 2025 (RMB) | June 30, 2025 (RMB) | | :--- | :--- | :--- | | Equity attributable to owners of the Company | 186,605,163 | 162,638,777 | | Loss and total comprehensive loss for the period | - | (23,966,386) | Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group's cash and cash equivalents decreased by RMB 12.9 million, with operating activities shifting to a net outflow of RMB 14.9 million, investing activities turning into a net inflow of RMB 2.3 million, and financing activities showing a significantly reduced net outflow of RMB 0.3 million Condensed Consolidated Statement of Cash Flows Summary (Six Months Ended June 30, 2025) | Metric | 2025 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | | Net cash (used in) generated from operating activities | (14,892,462) | 69,854,622 | | Net cash generated from (used in) investing activities | 2,310,169 | (8,403,996) | | Net cash used in financing activities | (290,993) | (24,053,860) | | Net (decrease) increase in cash and cash equivalents | (12,873,286) | 37,396,766 | | Cash and cash equivalents at end of period | 50,240,338 | 59,874,229 | - Net cash generated from investing activities primarily resulted from proceeds from the disposal of property and equipment of **RMB 229,458** and proceeds from the disposal of intangible assets of **RMB 2,080,711**[61](index=61&type=chunk) Notes to the Condensed Consolidated Financial Statements [Company Information](index=26&type=section&id=Company%20Information) Metropolis Capital Holdings Limited, incorporated in the Cayman Islands, is an investment holding company whose subsidiaries provide finance lease, consulting, and factoring services in China, with View Art Investment Limited, wholly owned by Mr. Zhou Dawei, as its ultimate holding company - The Company was incorporated in the Cayman Islands on June 29, 2017, and its principal business is investment holding[62](index=62&type=chunk) - The Group's subsidiaries provide finance lease, finance lease consulting, and factoring services in China[62](index=62&type=chunk) - The Company's ultimate holding company is View Art Investment Limited, wholly owned by Mr. Zhou Dawei[63](index=63&type=chunk) - The condensed consolidated financial statements are presented in RMB[64](index=64&type=chunk) [Basis of Preparation](index=26&type=section&id=Basis%20of%20Preparation) These interim financial statements are prepared in accordance with IAS 34 "Interim Financial Reporting" and GEM Listing Rule Chapter 18, to be read in conjunction with the Group's audited consolidated financial statements for the year ended December 31, 2024, and are generally prepared on a historical cost basis - The interim financial statements are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and Chapter 18 of the GEM Listing Rules[65](index=65&type=chunk) - The interim financial statements should be read in conjunction with the Group's audited consolidated financial statements for the year ended December 31, 2024[66](index=66&type=chunk) - Except for financial instruments disclosed in Note 17, the interim financial statements are prepared on a historical cost basis[66](index=66&type=chunk) [Principal Accounting Policies](index=27&type=section&id=Principal%20Accounting%20Policies) The accounting policies and methods used to prepare these interim financial statements are consistent with those for the 2024 consolidated financial statements, except for the adoption of new/revised IFRS accounting standards effective January 1, 2025, which had no material impact - The accounting policies used to prepare the interim financial statements are consistent with those used for the 2024 consolidated financial statements, except for the adoption of new/revised International Financial Reporting Standards accounting standards[67](index=67&type=chunk) - The adoption of new/revised International Financial Reporting Standards accounting standards had no material impact on the interim financial statements[68](index=68&type=chunk) [Revenue and Segment Information](index=28&type=section&id=Revenue%20and%20Segment%20Information) The Group's operations and non-current assets are located in China, with no single customer contributing 10% or more to total revenue, which primarily derives from finance lease consulting services, followed by interest income from sale and leaseback and factoring arrangements, all showing significant declines - The Group's operations and specific non-current assets are located in China[69](index=69&type=chunk) - For the six months ended June 30, 2025 and 2024, no single customer contributed **10%** or more to the Group's total revenue[70](index=70&type=chunk) Revenue by Nature (Six Months Ended June 30, 2025) | Revenue Source | 2025 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | | Finance lease income | 99,233 | 87,003 | | Interest income from sale and leaseback arrangements | 1,327,701 | 4,338,501 | | Finance lease consulting service income | 15,293,692 | 23,481,044 | | Interest income from factoring arrangements | 754,361 | 2,660,074 | | Total revenue | 17,474,987 | 30,566,622 | - Finance lease consulting service income includes providing credit assessment platforms (2024) and finance lease consulting services (recognized over time)[72](index=72&type=chunk) [Other Income and Other Gains and Losses, Net](index=31&type=section&id=Other%20Income%20and%20Other%20Gains%20and%20Losses%2C%20Net) Other income for the period was RMB 194,145, a decrease from the prior period, while other gains and losses shifted from a gain to a loss of RMB 384,651, mainly due to exchange losses and losses from the disposal of intangible assets Other Income and Other Gains and Losses, Net (Six Months Ended June 30, 2025) | Metric | 2025 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | | Other income | 194,145 | 721,448 | | Other (losses) gains, net | (384,651) | 114,939 | - The decrease in other income is mainly due to reduced bank interest income and expenses incurred from recovering outstanding lease balances from lease customers[73](index=73&type=chunk) - Other (losses) gains, net shifted from a gain to a loss, primarily due to net exchange losses and losses from the disposal of intangible assets (car plates)[73](index=73&type=chunk) [Finance Costs](index=32&type=section&id=Finance%20Costs) Finance costs significantly decreased to RMB 2,444, primarily because there was no interest on bank and other borrowings, as these were repaid around August 2024 Finance Costs (Six Months Ended June 30, 2025) | Metric | 2025 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | | Interest on bank and other borrowings | – | 1,110,559 | | Total finance costs | 2,444 | 1,129,209 | - Finance costs significantly decreased mainly because the Group had repaid bank and other borrowings around August 2024[17](index=17&type=chunk)[74](index=74&type=chunk) [Profit (Loss) Before Tax](index=32&type=section&id=Profit%20%28Loss%29%20Before%20Tax) The Group's pre-tax loss was primarily influenced by staff costs, impairment provisions for various receivables and financial guarantee contracts, and other operating expenses; staff costs decreased due to layoffs, but impairment provisions, especially for factoring and other receivables, significantly increased Profit (Loss) Before Tax Components (Six Months Ended June 30, 2025) | Metric | 2025 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | | Total staff costs | 3,105,598 | 6,137,607 | | Net impairment losses recognized for finance lease receivables | 974,257 | 971,864 | | Net impairment losses recognized (reversed) for factoring receivables | 9,691,292 | (2,417,460) | | Net impairment losses recognized for other receivables | 10,676,119 | – | | Net impairment losses recognized for financial guarantee contract liabilities | 2,140,388 | – | | Total other operating expenses | 14,685,095 | 20,591,207 | - The decrease in staff costs is mainly due to reduced salaries, bonuses, and other benefits (excluding directors) and contributions to retirement benefit schemes, as well as no external human resources service expenses[75](index=75&type=chunk) - Finance lease consulting service costs decreased from **RMB 15.7 million** to **RMB 9.8 million**[76](index=76&type=chunk) - Expenses recognized under short-term leases decreased from **RMB 2.1 million** to **RMB 0.8 million**[76](index=76&type=chunk) [Income Tax Expense](index=35&type=section&id=Income%20Tax%20Expense) Income tax expense for the period was RMB 456, a significant decrease from the prior period, with no corporate income tax provision made as estimated taxable profits of Chinese subsidiaries were fully offset by unutilized tax losses carried forward Income Tax Expense (Six Months Ended June 30, 2025) | Metric | 2025 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | | Total income tax expense | 456 | 473,213 | - No corporate income tax provision was made as the estimated taxable profits of the Chinese subsidiaries were fully offset by unutilized tax losses carried forward from the previous year[79](index=79&type=chunk) [Earnings (Loss) Per Share](index=36&type=section&id=Earnings%20%28Loss%29%20Per%20Share) For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the Company was RMB 2.50 cents, compared to earnings per share of RMB 0.46 cents in the prior period, based on 960,000,000 weighted average ordinary shares Earnings (Loss) Per Share (Six Months Ended June 30, 2025) | Metric | 2025 (RMB cents) | 2024 (RMB cents) | | :--- | :--- | :--- | | Basic and diluted (loss) earnings per share attributable to owners of the Company | (2.50) | 0.46 | | Weighted average number of ordinary shares | 960,000,000 | 960,000,000 | - The Group had no potential ordinary shares outstanding during the reporting period or the prior period[80](index=80&type=chunk) [Dividends](index=36&type=section&id=Dividends) The Company's directors have decided not to declare or pay any dividends for the interim period - The Company's directors have decided not to declare or pay any dividends for the interim period[81](index=81&type=chunk) [Prepayments, Deposits and Other Receivables](index=37&type=section&id=Prepayments%2C%20Deposits%20and%20Other%20Receivables) As of June 30, 2025, total prepayments, deposits, and other receivables significantly increased to RMB 33.8 million from RMB 20.0 million, primarily due to advances to ancillary service providers, which also saw a substantial increase in impairment provisions Prepayments, Deposits and Other Receivables (As of June 30, 2025) | Metric | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Advances to ancillary service providers | 36,275,410 | 7,836,707 | | Less: Impairment provisions | (12,032,213) | (1,356,094) | | Total prepayments, deposits and other receivables | 33,791,236 | 20,028,410 | - Impairment provisions for advances to ancillary service providers increased from **RMB 1.4 million** to **RMB 12.0 million**[83](index=83&type=chunk) [Finance Lease Receivables](index=38&type=section&id=Finance%20Lease%20Receivables) As of June 30, 2025, net finance lease receivables increased to RMB 2.7 million from RMB 1.7 million, with an effective annual interest rate ranging from **8.00%** to **23.09%**, and total impairment provisions rising to RMB 16.6 million, mainly due to increased Stage 2 expected credit losses Finance Lease Receivables (As of June 30, 2025) | Metric | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Present value of minimum lease payments receivable | 19,315,390 | 17,739,004 | | Less: Impairment provisions | (16,616,484) | (16,060,232) | | Net amount | 2,698,906 | 1,678,772 | - The average term of finance leases ranges from **1 month to 3 years**, with effective annual interest rates ranging from approximately **8.00% to 23.09%**[85](index=85&type=chunk)[87](index=87&type=chunk) - The net change in impairment provisions primarily resulted from an increase of **RMB 596,012** in Stage 2 expected credit losses[88](index=88&type=chunk) [Receivables Arising from Sale and Leaseback Arrangements](index=41&type=section&id=Receivables%20Arising%20from%20Sale%20and%20Leaseback%20Arrangements) As of June 30, 2025, net receivables from sale and leaseback arrangements decreased to RMB 11.3 million from RMB 18.9 million, with an effective annual interest rate ranging from **12.00%** to **27.80%**, and total impairment provisions increasing to RMB 13.5 million, mainly due to increased Stage 3 expected credit losses Receivables Arising from Sale and Leaseback Arrangements (As of June 30, 2025) | Metric | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Present value of receivables from sale and leaseback arrangements | 24,788,347 | 32,031,718 | | Less: Impairment provisions | (13,529,720) | (13,115,350) | | Net amount | 11,258,627 | 18,916,368 | - The average term of sale and leaseback arrangements ranges from **1 to 3 years**, with effective annual interest rates ranging from approximately **12.00% to 27.80%**[89](index=89&type=chunk)[91](index=91&type=chunk) - The net change in impairment provisions primarily resulted from an increase of **RMB 460,238** in Stage 3 expected credit losses[92](index=92&type=chunk) [Trade and Other Receivables/Payables and Deferred Expenses/Income](index=45&type=section&id=Trade%20and%20Other%20Receivables%2FPayables%20and%20Deferred%20Expenses%2FIncome) The Group's trade and other receivables/payables and deferred expenses/income are derived from finance lease consulting business; as of June 30, 2025, impairment provisions for financial guarantee contract liabilities increased to RMB 5.3 million due to significantly increased default risks, while total guaranteed values decreased - The Group's trade and other receivables/payables and deferred expenses/income are all derived from finance lease consulting business[95](index=95&type=chunk) Impairment Provision Change for Financial Guarantee Contract Liabilities (As of June 30, 2025) | Metric | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Impairment provisions for financial guarantee contract liabilities | 5,256,614 | 3,116,226 | - Impairment provisions for financial guarantee contract liabilities increased, given the significantly increased default risk of finance lease consulting clients and ancillary service providers since initial recognition[97](index=97&type=chunk) Total Guaranteed Value of the Group's Financial Guarantees and Counter-Guarantees | Metric | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Total guaranteed value related to financial guarantees | 149,185,239 | 277,838,919 | | Total guaranteed value related to counter-guarantees | 150,124,497 | 278,778,176 | [Factoring Receivables](index=47&type=section&id=Factoring%20Receivables) As of June 30, 2025, net factoring receivables significantly decreased to RMB 28.9 million from RMB 43.3 million, with an effective annual interest rate ranging from **7.72%** to **24.00%**, and total impairment provisions substantially increasing to RMB 27.9 million, mainly due to increased Stage 3 expected credit losses Factoring Receivables (As of June 30, 2025) | Metric | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Present value of factoring receivables | 56,839,009 | 61,544,698 | | Less: Impairment provisions | (27,891,329) | (18,200,037) | | Net amount | 28,947,680 | 43,344,661 | - Factoring receivables typically have terms ranging from **6 to 18 months**, with effective annual interest rates ranging from approximately **7.72% to 24.00%**[101](index=101&type=chunk) - The net change in impairment provisions primarily resulted from an increase of **RMB 9,551,771** in Stage 3 expected credit losses[103](index=103&type=chunk) - The balance of factoring receivables includes an outstanding balance of **RMB 1,168,000** (net of impairment provisions of approximately **RMB 379,894**) due from related party Nirvana Plan (Shanghai) Enterprise Management Consulting Co Ltd[105](index=105&type=chunk) [Finance Lease Consulting Service Receivables](index=51&type=section&id=Finance%20Lease%20Consulting%20Service%20Receivables) As of June 30, 2025, the Group had no finance lease consulting service receivables, compared to RMB 313,681 as of December 31, 2024, with a typical credit period of up to 30 days from the invoice date Finance Lease Consulting Service Receivables (As of June 30, 2025) | Metric | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Finance lease consulting service receivables | – | 313,681 | | Over 90 days | – | 313,681 | - The Group typically grants a credit period of up to **30 days** from the invoice date[106](index=106&type=chunk) [Financial Assets at Fair Value Through Profit or Loss](index=53&type=section&id=Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) As of June 30, 2025, financial assets at fair value through profit or loss amounted to RMB 6.6 million, primarily wealth management products valued at fair value, with a net fair value gain of RMB 45,403, redeemable upon the Group's request Financial Assets at Fair Value Through Profit or Loss (As of June 30, 2025) | Metric | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Wealth management products measured at fair value | 6,605,940 | 6,560,537 | - The net fair value gain on wealth management products was **RMB 45,403**[109](index=109&type=chunk) - Wealth management products are redeemable upon the Group's request and are classified as financial assets at fair value through profit or loss because their contractual cash flows are not solely payments of principal and interest[109](index=109&type=chunk) [Deposits Received from Lease Customers](index=54&type=section&id=Deposits%20Received%20from%20Lease%20Customers) As of June 30, 2025, outstanding deposits from lease customers slightly decreased to RMB 1.1 million, which are interest-free, measured at amortized cost using the effective interest method, with a weighted average effective annual interest rate of approximately **9.92%** Deposits Received from Lease Customers (As of June 30, 2025) | Metric | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Outstanding deposits from lease customers | 1,062,175 | 1,110,736 | - Deposits received are interest-free, measured at amortized cost using the effective interest method, with a weighted average effective annual interest rate of approximately **9.92%**[111](index=111&type=chunk) [Other Payables and Accruals](index=55&type=section&id=Other%20Payables%20and%20Accruals) As of June 30, 2025, total other payables and accruals decreased to RMB 5.8 million from RMB 6.9 million, with other payables primarily comprising advances received from ancillary service providers Other Payables and Accruals (As of June 30, 2025) | Metric | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Other payables | 4,999,160 | 5,877,525 | | Accrued salaries | 433,529 | 628,108 | | Other taxes payable | 414,235 | 417,674 | | Total | 5,846,924 | 6,923,307 | - Other payables include advances received from ancillary service providers as deposits for their counter-guarantee services[112](index=112&type=chunk) [Share Capital](index=55&type=section&id=Share%20Capital) As of June 30, 2025, the Company's authorized share capital was 4,000,000,000 ordinary shares of HKD 0.01 each, with 960,000,000 issued and fully paid shares amounting to HKD 9,600,000, presented as RMB 8,503,450 in the condensed consolidated statement of financial position Share Capital Structure (As of June 30, 2025) | Metric | Number of Shares | Amount (HKD) | | :--- | :--- | :--- | | Authorized share capital | 4,000,000,000 | 40,000,000 | | Issued and fully paid share capital | 960,000,000 | 9,600,000 | | Presented in condensed consolidated statement of financial position (RMB) | - | 8,503,450 | [Deferred Tax Assets](index=56&type=section&id=Deferred%20Tax%20Assets) As of June 30, 2025, deferred tax assets were RMB 4.9 million, largely unchanged from December 31, 2024, recognized for RMB 19.5 million in deductible temporary differences, with the remaining RMB 55.8 million unrecognised due to insufficient taxable profits Deferred Tax Assets (As of June 30, 2025) | Metric | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Deferred tax assets | 4,876,684 | 4,877,140 | - Deferred tax assets of **RMB 4,876,684** were recognized for deductible temporary differences of **RMB 19,506,735**[115](index=115&type=chunk) - The remaining deductible temporary differences of **RMB 55,798,606** were not recognized as it is not probable that sufficient taxable profits will be available to offset them[115](index=115&type=chunk) - The Group has tax losses of approximately **RMB 10.6 million** for which deferred tax assets were not recognized, available to offset future taxable profits for up to five years[115](index=115&type=chunk) [Related Party Disclosures](index=58&type=section&id=Related%20Party%20Disclosures) This section details significant transactions and key management personnel remuneration with related parties, including new loans and repayments with the controlling shareholder, short-term lease expenses with Mr. Zhou Zunzhong, and factoring financing and interest income with Nirvana Plan [Related Party Transactions](index=58&type=section&id=Related%20Party%20Transactions) During the reporting period, the Group engaged in transactions with Mr. Zhou, the controlling shareholder, involving new loans of RMB 2.5 million and loan repayments of RMB 2.2 million, short-term lease expenses of RMB 592,469 with Mr. Zhou Zunzhong, and interest income from factoring arrangements of RMB 59,032 with Nirvana Plan Related Party Transactions (Six Months Ended June 30, 2025) | Related Party Name/Person | Relationship | Nature of Transaction | 2025 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | :--- | :--- | | Mr. Zhou | Controlling shareholder | New loans borrowed | 2,506,470 | 1,903,996 | | Mr. Zhou | Controlling shareholder | Loan repaid | 2,215,477 | – | | Mr. Zhou Zunzhong | Related party | Short-term lease expenses | 592,469 | 592,469 | | Nirvana Plan | Related party | Factoring financing | – | 2,000,000 | | Nirvana Plan | Related party | Interest income from factoring arrangements | 59,032 | 54,221 | - Mr. Zhou's borrowings are non-trade in nature, unsecured, interest-free, and repayable on demand[117](index=117&type=chunk) [Key Management Personnel Remuneration](index=59&type=section&id=Key%20Management%20Personnel%20Remuneration) For the six months ended June 30, 2025, total key management personnel remuneration slightly increased to RMB 1.4 million from RMB 1.3 million in the prior period, primarily comprising salaries, bonuses, other benefits, and contributions to retirement benefit schemes Key Management Personnel Remuneration (Six Months Ended June 30, 2025) | Metric | 2025 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | | Salaries, bonuses and other benefits | 1,144,092 | 1,041,402 | | Contributions to retirement benefit schemes | 240,283 | 240,652 | | Total | 1,384,375 | 1,282,054 | [Fair Value Measurement](index=59&type=section&id=Fair%20Value%20Measurement) This section discloses assets and liabilities measured at or for which fair value is disclosed, in accordance with IFRS 13 "Fair Value Measurement"; the Group's wealth management products are classified as Level 2 fair value measurements, valued based on redemption values from licensed bank statements, with book values of financial assets and liabilities recorded at amortized cost approximating their fair values [Assets Measured at Fair Value](index=60&type=section&id=Assets%20Measured%20at%20Fair%20Value) The Group's financial assets at fair value through profit or loss, primarily wealth management products, amounted to RMB 6.6 million as of June 30, 2025, classified as Level 2 fair value measurements, with valuations based on redemption values from licensed bank statements Assets Measured at Fair Value (As of June 30, 2025) | Asset Class | Fair Value Hierarchy Level | Valuation Techniques and Key Inputs | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | :--- | :--- | | Wealth management products | Level 2 | Redemption value stated in daily statements provided by licensed banks | 6,605,940 | 6,560,537 | - During the reporting period, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements[120](index=120&type=chunk) [Assets and Liabilities for Which Fair Value is Disclosed but Not Measured at Fair Value](index=60&type=section&id=Assets%20and%20Liabilities%20for%20Which%20Fair%20Value%20is%20Disclosed%20but%20Not%20Measured%20at%20Fair%20Value) The Directors believe that the carrying amounts of financial assets and liabilities recorded at amortized cost approximate their fair values at the end of the reporting period - The Directors believe that the carrying amounts of financial assets and financial liabilities recorded at amortized cost approximate their fair values at the end of the reporting period[121](index=121&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或完整性亦 不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴該等內容而引致之任何 損失承擔任何責任。 METROPOLIS CAPITAL HOLDINGS LIMITED （於開曼群島註冊成立的有限公司） （股份代號：8621） Metropolis Capital Holdings Limited（「本公司」及其附屬公司，統稱「本集團」董事（「董 事」會（「董事會」欣然宣佈，本集團截至2025年6月30日止六個月的未經審核簡明綜合 財務業績。截至2025年6月30日止六個月的未經審核簡明綜合財務報表尚未經本公司 獨立核數師審核，但已經本公司審核委員會審閱。本公告列載本公司 2024年中期報告 （「2024年中期報告」）全文，並符合香港聯合交易所有限公司（「聯交所」）GEM證券上市 規則（「GEM上市規則」）中有關中期業績初步公告附載資料的相關規定。2024年中期報 告的印刷版本（當中載有GEM上市規則所規定的資料）將按照GEM上市規則所規定的 的方式適時寄發予本公司股東及分別於聯交所網站(www.hk ...

[Announcement Overview](index=1&type=section&id=Announcement%20Overview) This announcement supplements the 2024 annual report, providing additional details on the Share Option Scheme - This announcement is a supplemental announcement to the 2024 annual report published by Kingwa Holdings Group Limited (formerly known as Loong Palace Culture Holdings Limited, stock code: 8082) on April 29, 2025[2](index=2&type=chunk)[3](index=3&type=chunk) - The main purpose of the announcement is to provide supplementary information for the "Report of the Directors - Share Option Scheme" section in the 2024 annual report[3](index=3&type=chunk)[4](index=4&type=chunk) [Supplementary Information on Share Option Scheme](index=1&type=section&id=Supplementary%20Information%20on%20Share%20Option%20Scheme) This section details changes in share options for directors, employees, and consultants, alongside updates to the scheme's authorized limits [Details of Changes in Directors' Share Options](index=1&type=section&id=Details%20of%20Changes%20in%20Directors%27%20Share%20Options) Directors' total share options decreased to 42.8 million units by year-end 2024, primarily due to lapses and exercises Changes in Directors' Share Options | Metric | Quantity (units) | | :--- | :--- | | Outstanding as of January 1, 2024 | 55,266,000 | | Exercised during the year | (1,000,000) | | Forfeited/Lapsed during the year | (11,466,000) | | Outstanding and exercisable as of December 31, 2024 | 42,800,000 | - **11,466,000** share options held by Mr. Zhong lapsed during 2024, and **1,000,000** share options were exercised by Mr. Siu Hei Lam[5](index=5&type=chunk) [Details of Changes in Employees' and Consultants' Share Options](index=2&type=section&id=Details%20of%20Changes%20in%20Employees%27%20and%20Consultants%27%20Share%20Options) Share options for employees and consultants decreased to 91.6 million units by year-end 2024, mainly due to significant lapses Changes in Employees' and Consultants' Share Options | Metric | Quantity (units) | | :--- | :--- | | Outstanding as of January 1, 2024 | 119,507,600 | | Exercised during the year | 0 | | Forfeited/Lapsed during the year | (27,900,600) | | Outstanding and exercisable as of December 31, 2024 | 91,607,000 | - A total of **27,900,600** share options held by employees and consultants lapsed during 2024[6](index=6&type=chunk) [Authorized Limits of Share Option Scheme](index=2&type=section&id=Authorized%20Limits%20of%20Share%20Option%20Scheme) By year-end 2024, the share option scheme's authorized limit for grants was 209.6 million units, including a 21.0 million unit cap for service providers Authorized Limits of Share Option Scheme | Metric | January 1, 2024 (units) | December 31, 2024 (units) | | :--- | :--- | :--- | | Share options and awards available for grant under authorized limit | 0 | 209,601,567 | | Service provider cap under authorized limit | 0 | 20,960,156 | [Other Information and Declarations](index=2&type=section&id=Other%20Information%20and%20Declarations) This section confirms the supplementary nature of the information and outlines the Board's responsibility for its accuracy - This supplementary information does not affect other disclosures in the 2024 annual report, with all other information remaining unchanged[7](index=7&type=chunk) - The Board of Directors comprises Mr. Tong Choi Chi (Chairman and Executive Director), Mr. Ma Sun Ying and Ms. Yuen Siu Mui (Non-executive Directors), and Mr. Chan Wai Man, Dr. Yip Wai Hung, and Mr. Siu Hei Lam (Independent Non-executive Directors)[9](index=9&type=chunk) - The Board of Directors collectively and individually accepts full responsibility for the accuracy, completeness, and non-misleading nature of the information contained in this announcement[9](index=9&type=chunk)

Company Information [Directors, Supervisors, and Senior Management](index=1&type=section&id=Directors%2C%20Supervisors%2C%20and%20Senior%20Management) The Board of Directors comprises three executive, three non-executive, and three independent non-executive directors, with changes in board and supervisory board members during the reporting period - Executive Director changes: Yu Fan resigned on April 25, 2025, and Zhu Lintao was appointed on June 25, 2025[6](index=6&type=chunk) - Independent Non-Executive Director changes: Xiao Zhixiong resigned on June 25, 2025, and Li Guodong was appointed on June 25, 2025, also serving as Chairman of the Audit and Risk Management Committee[6](index=6&type=chunk) - Supervisor changes: Chen Peihuan resigned on June 25, 2025, and Ma Xujian was appointed on June 25, 2025[6](index=6&type=chunk) [Basic Company Information](index=3&type=section&id=Basic%20Company%20Information) Dongjiang Environmental Company Limited, a joint-stock company registered in China, is listed on the Shenzhen Stock Exchange (A-shares) and The Stock Exchange of Hong Kong Limited (H-shares), primarily engaged in environmental protection Company Listing Information | Stock Code | Listing Place | | :------- | :------- | | A-shares: 002672 | Shenzhen Stock Exchange | | H-shares: 00895 | The Stock Exchange of Hong Kong Limited | - The company's main business covers industrial waste resource utilization, wastewater, exhaust gas, and solid waste treatment, environmental facility operation, and precious metal recycling in the environmental protection sector[54](index=54&type=chunk) [Glossary of Terms](index=4&type=section&id=Glossary%20of%20Terms) This report defines key terms to ensure clarity and consistency, covering corporate governance, equity structure, financial reporting periods, and major shareholders - "First half of 2025" or "Reporting Period" refers to the six months ended June 30, 2025[10](index=10&type=chunk) - "The Group" refers to the Company and its subsidiaries[10](index=10&type=chunk) - Major shareholders include Guang Sheng Holdings Group, Baowu Environmental Technology, and Huihong Group[10](index=10&type=chunk) Financial Statements [Consolidated Balance Sheet](index=7&type=section&id=Consolidated%20Balance%20Sheet) As of June 30, 2025, the Group's total consolidated assets were RMB 11,025,527,347.49, a slight decrease from the beginning of the period, with negative net current assets Key Consolidated Balance Sheet Data (As of June 30, 2025) | Indicator | Period-end Balance (RMB) | Period-beginning Balance (RMB) | | :--- | :--- | :--- | | Total Assets | 11,025,527,347.49 | 11,278,479,415.46 | | Total Current Assets | 3,600,500,457.56 | 3,563,956,903.50 | | Total Non-current Assets | 7,425,026,889.93 | 7,714,522,511.96 | | Total Liabilities | 7,200,623,387.22 | 7,127,589,598.80 | | Total Current Liabilities | 3,750,180,723.18 | 3,877,229,219.04 | | Total Non-current Liabilities | 3,450,442,664.04 | 3,250,360,379.76 | | Total Owners' Equity | 3,824,903,960.27 | 4,150,889,816.66 | [Company Balance Sheet](index=12&type=section&id=Company%20Balance%20Sheet) As of June 30, 2025, the Company's total assets increased to RMB 7,987,719,010.95, with current assets totaling RMB 3,814,254,494.36 and current liabilities RMB 2,931,223,760.36 Key Company Balance Sheet Data (As of June 30, 2025) | Indicator | Period-end Balance (RMB) | Period-beginning Balance (RMB) | | :--- | :--- | :--- | | Total Assets | 7,987,719,010.95 | 7,758,362,070.08 | | Total Current Assets | 3,814,254,494.36 | 3,599,282,904.03 | | Total Non-current Assets | 4,173,464,516.59 | 4,159,079,166.05 | | Total Liabilities | 4,925,112,816.90 | 4,654,209,427.05 | | Total Current Liabilities | 2,931,223,760.36 | 2,929,887,812.29 | | Total Non-current Liabilities | 1,993,889,056.54 | 1,724,321,614.76 | | Total Owners' Equity | 3,062,606,194.05 | 3,104,152,643.03 | [Consolidated Income Statement](index=17&type=section&id=Consolidated%20Income%20Statement) For the six months ended June 30, 2025, the Group's total operating revenue decreased by 3.40% to RMB 1,500,470,309.76, with net loss attributable to parent company shareholders widening by 8.09% Key Consolidated Income Statement Data (For the six months ended June 30, 2025) | Indicator | First Half 2025 (RMB) | First Half 2024 (RMB) | | :--- | :--- | :--- | | Total Operating Revenue | 1,500,470,309.76 | 1,553,358,452.26 | | Total Operating Costs | 1,846,670,942.48 | 1,882,149,083.44 | | Operating Profit | -329,316,352.67 | -313,793,031.30 | | Total Profit | -324,780,391.79 | -315,039,567.24 | | Net Profit | -328,240,737.00 | -319,313,114.02 | | Net Profit Attributable to Parent Company Shareholders | -278,177,080.22 | -257,357,295.18 | | Basic Earnings Per Share | -0.25 | -0.23 | [Company Income Statement](index=23&type=section&id=Company%20Income%20Statement) For the six months ended June 30, 2025, the Company's operating revenue significantly increased to RMB 350,817,891.13, while net loss narrowed year-on-year Key Company Income Statement Data (For the six months ended June 30, 2025) | Indicator | First Half 2025 (RMB) | First Half 2024 (RMB) | | :--- | :--- | :--- | | Operating Revenue | 350,817,891.13 | 97,567,903.51 | | Operating Costs | 343,887,443.53 | 95,598,420.71 | | Operating Profit | -42,333,129.75 | -51,075,902.62 | | Total Profit | -41,564,100.28 | -51,075,915.58 | | Net Profit | -41,546,448.98 | -51,093,275.17 | [Consolidated Cash Flow Statement](index=26&type=section&id=Consolidated%20Cash%20Flow%20Statement) For the six months ended June 30, 2025, the Group's net cash flow from operating activities turned negative, while net cash flow from financing activities turned positive Key Consolidated Cash Flow Statement Data (For the six months ended June 30, 2025) | Indicator | First Half 2025 (RMB) | First Half 2024 (RMB) | | :--- | :--- | :--- | | Cash Inflows from Operating Activities | 1,740,812,786.15 | 1,926,916,009.86 | | Cash Outflows from Operating Activities | 1,791,521,114.73 | 1,924,534,838.20 | | Net Cash Flow from Operating Activities | -50,708,328.58 | 2,381,171.66 | | Net Cash Flow from Investing Activities | -73,967,557.57 | -147,850,885.18 | | Net Cash Flow from Financing Activities | 159,540,961.07 | -195,531,541.11 | | Net Increase in Cash and Cash Equivalents | 34,893,597.13 | -341,015,021.71 | | Cash and Cash Equivalents at Period End | 1,051,200,772.35 | 896,795,765.01 | [Company Cash Flow Statement](index=31&type=section&id=Company%20Cash%20Flow%20Statement) For the six months ended June 30, 2025, the Company's net cash flow from operating activities turned positive, while net cash flow from investing activities significantly increased Key Company Cash Flow Statement Data (For the six months ended June 30, 2025) | Indicator | First Half 2025 (RMB) | First Half 2024 (RMB) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 80,198,751.91 | -259,911,142.48 | | Net Cash Flow from Investing Activities | 81,159,015.34 | 10,372,557.68 | | Net Cash Flow from Financing Activities | -157,509,683.94 | -85,456,387.45 | | Net Increase in Cash and Cash Equivalents | 3,848,083.31 | -334,994,972.25 | | Cash and Cash Equivalents at Period End | 764,109,267.64 | 713,387,722.13 | [Consolidated Statement of Changes in Owners' Equity](index=33&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Owners%27%20Equity) For the six months ended June 30, 2025, the Group's total owners' equity attributable to the parent company decreased by RMB 275,025,723.76, primarily due to an expanded net loss Key Consolidated Statement of Changes in Owners' Equity Data (For the six months ended June 30, 2025) | Indicator | First Half 2025 Change (RMB) | First Half 2024 Change (RMB) | | :--- | :--- | :--- | | Total Owners' Equity Attributable to Parent Company Change | -275,025,723.76 | -355,628,130.07 | | Minority Interests Change | -50,960,132.63 | 38,126,125.87 | | Total Owners' Equity Change | -325,985,856.39 | -317,502,004.20 | | Total Comprehensive Income | -328,212,214.79 | -319,326,881.10 | | Capital Contributed and Reduced by Owners | 500,000.00 | -1,006,000.00 | | Profit Distribution | -2,450,000.00 | 0.00 | [Company Statement of Changes in Owners' Equity](index=36&type=section&id=Company%20Statement%20of%20Changes%20in%20Owners%27%20Equity) For the six months ended June 30, 2025, the Company's total owners' equity decreased by RMB 41,546,448.98, primarily due to net loss, with a corresponding reduction in retained earnings Key Company Statement of Changes in Owners' Equity Data (For the six months ended June 30, 2025) | Indicator | First Half 2025 Change (RMB) | First Half 2024 Change (RMB) | | :--- | :--- | :--- | | Total Owners' Equity Change | -41,546,448.98 | -51,093,275.17 | | Retained Earnings Change | -41,546,448.98 | -51,093,275.17 | | Total Comprehensive Income | -41,546,448.98 | -51,093,275.17 | Notes to Financial Statements [General Information](index=38&type=section&id=General%20Information) The Company, a joint-stock company registered in China, is listed on the Hong Kong Stock Exchange and Shenzhen Stock Exchange, primarily engaged in environmental protection - The company's main business scope includes industrial waste collection, treatment, and comprehensive utilization; wastewater, exhaust gas, and solid waste treatment; environmental protection facility design, construction, and operation; and precious metal recycling and utilization[54](index=54&type=chunk) [Basis of Preparation](index=39&type=section&id=Basis%20of%20Preparation) The Group's financial statements are prepared on a going concern basis, adhering to Chinese accounting standards and disclosure requirements, and have been reviewed by the Audit and Risk Management Committee - The financial statements are prepared on a going concern basis, and management has no significant concerns about the company's ability to continue as a going concern for the next 12 months[55](index=55&type=chunk) - These interim results are unaudited by the auditors but have been reviewed by the Audit and Risk Management Committee[56](index=56&type=chunk) [Operating Revenue](index=40&type=section&id=Operating%20Revenue) For the six months ended June 30, 2025, the Group's total operating revenue decreased by 3.40% to RMB 1,500,470,309.76, primarily due to a decline in precious metal recycling revenue Operating Revenue by Industry Segment (For the six months ended June 30, 2025) | Industry Segment | First Half 2025 (RMB) | First Half 2024 (RMB) | Year-on-year Change Rate | | :--- | :--- | :--- | :--- | | Industrial Waste Resource Utilization | 646,104,217.38 | 564,376,350.26 | +14.48% | | Industrial Waste Treatment and Disposal | 396,990,856.03 | 401,533,859.48 | -1.13% | | Precious Metal Recycling and Utilization | 287,227,264.88 | 396,750,877.20 | -27.61% | | Municipal Waste Treatment and Disposal | 44,642,362.92 | 61,648,664.38 | -27.59% | | Renewable Energy Utilization | 10,590,979.26 | 15,145,986.04 | -30.07% | | Environmental Engineering and Services | 28,246,587.57 | 50,003,630.90 | -43.51% | | Electronic Waste Dismantling | 67,557,360.90 | 54,742,150.14 | +23.40% | | Other Businesses | 19,110,680.82 | 9,156,933.86 | +108.70% | | Total | 1,500,470,309.76 | 1,553,358,452.26 | -3.40% | [Segment Information](index=41&type=section&id=Segment%20Information) The Group's operations are divided into eight reporting segments, with industrial waste resource utilization and treatment segments showing significant revenue and profit figures for the first half of 2025 - The company's operations are divided into **8 reporting segments**, and management regularly evaluates the operating results of each segment[58](index=58&type=chunk) Key Segment Operating Revenue and Total Profit (For the six months ended June 30, 2025) | Segment | Operating Revenue (RMB) | Total Profit (RMB) | | :--- | :--- | :--- | | Industrial Waste Resource Utilization | 661,524,909.18 | -52,618,411.21 | | Industrial Waste Treatment and Disposal | 418,926,680.14 | -194,426,714.65 | | Precious Metal Recycling and Utilization | 287,227,264.88 | -9,576,803.30 | | Municipal Waste Treatment and Disposal | 44,642,362.92 | 6,359,051.30 | | Electronic Waste Dismantling | 67,557,360.90 | -9,750,112.09 | | Environmental Engineering and Services | 40,908,544.61 | 3,576,311.30 | | Renewable Energy Utilization | 10,590,979.26 | -2,889,308.65 | | Other | 26,187,343.82 | 1,410,322.78 | | Total | 1,500,470,309.76 | -324,780,391.79 | [Finance Costs](index=42&type=section&id=Finance%20Costs) For the six months ended June 30, 2025, the Group's total finance costs were RMB 93,874,720.66, remaining largely consistent with the prior year, primarily driven by interest expenses Finance Costs Details (For the six months ended June 30, 2025) | Item | Current Period Amount (RMB) | Prior Period Amount (RMB) | | :--- | :--- | :--- | | Interest Expense | 94,743,471.81 | 99,028,016.25 | | Less: Interest Income | 2,603,195.24 | 4,522,859.03 | | Exchange Gains/Losses | 1,517,236.25 | -753,018.73 | | Bank Charges and Others | 217,207.84 | 143,120.45 | | Total | 93,874,720.66 | 93,895,258.94 | - Interest expense primarily consists of interest on borrowings from financial institutions (**RMB 78,050,482.03**) and bond interest accrued at effective interest rates (**RMB 11,231,096.43**)[63](index=63&type=chunk) [Taxation](index=43&type=section&id=Taxation) The Group's income tax expense decreased to RMB 3,460,345.21 due to lower total profit, benefiting from various tax incentives for environmental protection and high-tech enterprises [Income Tax Expense](index=43&type=section&id=Income%20Tax%20Expense) Current income tax expense for the period was RMB 3,460,345.21, a decrease from the prior period, comprising current and deferred income tax expenses Income Tax Expense Details (For the six months ended June 30, 2025) | Item | Current Period Amount (RMB) | Prior Period Amount (RMB) | | :--- | :--- | :--- | | Current Income Tax Expense | 3,749,946.01 | 4,759,422.68 | | Deferred Income Tax Expense | -289,600.80 | -485,875.90 | | Total | 3,460,345.21 | 4,273,546.78 | [Income Tax](index=43&type=section&id=Income%20Tax) Current income tax expense primarily originated from mainland China, amounting to RMB 4,337,019.00 for the current period, with adjustments for overpayments from prior years Current Income Tax Expense (For the six months ended June 30, 2025) | Item | Current Period Amount (RMB) | Prior Period Amount (RMB) | | :--- | :--- | :--- | | Current Income Tax Expense – China | 4,337,019.00 | 4,039,773.01 | | Overpayment from Prior Years – China | -587,072.99 | 719,649.67 | | Total | 3,749,946.01 | 4,759,422.68 | [Major Tax Categories and Rates](index=44&type=section&id=Major%20Tax%20Categories%20and%20Rates) The Group applies various tax categories and rates, including VAT (3%-13%), Urban Maintenance and Construction Tax (5%-7%), Corporate Income Tax (15%-25%), Education Surcharge (3%), Local Education Surcharge (2%), and Property Tax (1.2%-12%) Major Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Taxable income calculated at 3%, 5%, 6%, 9%, 13% for output tax, and VAT payable after deducting deductible input tax | 3%, 5%, 6%, 9%, 13% | | Urban Maintenance and Construction Tax | Calculated at 5%, 7% of actual turnover tax paid | 5%, 7% | | Corporate Income Tax | Corporate income tax rates are 15%, 16.5%, 20%, 25% | 15%, 16.5%, 20%, 25% | | Education Surcharge | Calculated at 3% of actual turnover tax paid | 3% | | Local Education Surcharge | Calculated at 2% of actual turnover tax paid | 2% | | Property Tax | Property tax is 1.2% of the residual value of the property or 12% of rental income | 1.2%, 12% | - Multiple subsidiaries apply corporate income tax rates of **15%**, **20%**, or **25%**, with some enjoying a **50% reduction** policy[67](index=67&type=chunk)[71](index=71&type=chunk)[75](index=75&type=chunk) [Tax Incentives](index=49&type=section&id=Tax%20Incentives) The Group benefits from various corporate income tax and VAT incentives, including "three-year exemption, three-year half reduction" for environmental projects and VAT refunds for resource utilization - Corporate Income Tax Incentives: Eligible environmental protection, energy-saving, and water-saving projects enjoy a **"three-year exemption, three-year half reduction"** policy[77](index=77&type=chunk) - Corporate Income Tax Incentives: Income from resource comprehensive utilization is **reduced by 10%** (90% included in total income)[77](index=77&type=chunk) - VAT Incentives: **100% immediate refund** for income from power generation using landfill gas; **70% immediate refund** for waste/sludge/wastewater treatment services; **30% immediate refund** for sales of resource comprehensive utilization products[82](index=82&type=chunk) [Loss Per Share](index=53&type=section&id=Loss%20Per%20Share) For the six months ended June 30, 2025, the Group's basic loss per share widened to RMB 0.25 from RMB 0.23 in the prior year, with diluted loss per share being the same Loss Per Share (For the six months ended June 30, 2025) | Indicator | First Half 2025 (RMB) | First Half 2024 (RMB) | | :--- | :--- | :--- | | Loss Attributable to Parent Company Ordinary Equity Holders | 278,177,080.22 | 257,357,295.18 | | Weighted Average Number of Issued Shares (shares) | 1,105,255,802 | 1,105,255,802 | | Basic Loss Per Share | -0.25 | -0.23 | | Diluted Loss Per Share | -0.25 | -0.23 | [Dividends](index=53&type=section&id=Dividends) The Board of Directors does not recommend declaring an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board of Directors does not recommend declaring an interim dividend for the six months ended June 30, 2025[85](index=85&type=chunk) [Other Receivables](index=53&type=section&id=Other%20Receivables) As of June 30, 2025, the Group's net accounts receivable were RMB 995,626,099.92, a slight decrease from the beginning of the period, with approximately 45.20% due within one year Key Other Receivables Data (As of June 30, 2025) | Item | As of June 30, 2025 (RMB) | As of December 31, 2024 (RMB) | | :--- | :--- | :--- | | Accounts Receivable | 1,134,270,514.91 | 1,157,870,341.29 | | Less: Provision for Bad Debts on Accounts Receivable | 138,644,414.99 | 134,272,710.38 | | Notes Receivable | 41,777,514.77 | 36,904,227.19 | | Receivables Financing | 14,344,976.17 | 18,055,682.89 | | Prepayments | 179,416,199.38 | 140,488,382.04 | | Other Receivables | 321,998,154.78 | 317,697,476.03 | | Less: Provision for Bad Debts on Other Receivables | 93,412,143.51 | 93,041,852.39 | | Non-current Assets Due Within One Year | 14,666,392.82 | 26,597,785.36 | | Total | 1,474,417,194.33 | 1,470,299,332.03 | Accounts Receivable Aging Analysis (As of June 30, 2025) | Aging | As of June 30, 2025 (RMB) | As of December 31, 2024 (RMB) | | :--- | :--- | :--- | | Within 1 year | 512,746,062.02 | 540,139,017.80 | | 1-2 years | 168,691,267.01 | 188,934,086.00 | | 2-3 years | 180,468,225.19 | 192,854,302.94 | | Over 3 years | 272,364,960.69 | 235,942,934.55 | | Total | 1,134,270,514.91 | 1,157,870,341.29 | [Other Payables](index=55&type=section&id=Other%20Payables) As of June 30, 2025, the Group's total accounts payable decreased to RMB 500,160,664.40, with approximately 73.39% due within 90 days Other Payables Aging Analysis (As of June 30, 2025) | Aging | As of June 30, 2025 (RMB) | As of December 31, 2024 (RMB) | | :--- | :--- | :--- | | Within 90 days | 367,098,862.85 | 479,203,580.77 | | 91 to 180 days | 17,720,105.81 | 23,751,599.77 | | 181 to 365 days | 40,511,096.30 | 34,502,763.87 | | Over 1 year | 74,830,599.44 | 77,278,936.55 | | Accounts Payable | 500,160,664.40 | 614,736,880.96 | | Advances from Customers | 935,274.72 | 963,309.66 | | Other Payables | 205,174,029.45 | 223,215,429.02 | | Total | 706,269,968.57 | 838,915,619.64 | [Net Current Assets](index=56&type=section&id=Net%20Current%20Assets) As of June 30, 2025, the Group's net current assets improved to RMB -149,680,265.62 from RMB -313,272,315.54 at the beginning of the period, though still negative Net Current Assets (As of June 30, 2025) | Indicator | As of June 30, 2025 (RMB) | As of December 31, 2024 (RMB) | | :--- | :--- | :--- | | Current Assets | 3,600,500,457.56 | 3,563,956,903.50 | | Less: Current Liabilities | 3,750,180,723.18 | 3,877,229,219.04 | | Net Current Assets | -149,680,265.62 | -313,272,315.54 | [Total Assets Less Current Liabilities](index=56&type=section&id=Total%20Assets%20Less%20Current%20Liabilities) As of June 30, 2025, the Group's total assets less current liabilities were RMB 7,275,346,624.31, a slight decrease from the beginning of the period Total Assets Less Current Liabilities (As of June 30, 2025) | Indicator | As of June 30, 2025 (RMB) | As of December 31, 2024 (RMB) | | :--- | :--- | :--- | | Total Assets | 11,025,527,347.49 | 11,278,479,415.46 | | Less: Current Liabilities | 3,750,180,723.18 | 3,877,229,219.04 | | Total Assets Less Current Liabilities | 7,275,346,624.31 | 7,401,250,196.42 | [Leases](index=57&type=section&id=Leases) As a lessor, the Group's minimum lease receivables within one year were RMB 10,894,111.22 as of June 30, 2025, while as a lessee, total cash outflow related to leases was RMB 7,112,406.89 Minimum Lease Receivables as Lessor (As of June 30, 2025) | Period | As of June 30, 2025 (RMB) | As of June 30, 2024 (RMB) | | :--- | :--- | :--- | | Within one year | 10,894,111.22 | 12,871,557.61 | | One to two years | 9,126,505.20 | 10,015,500.59 | | Total | 20,020,616.42 | 22,887,058.20 | Lease Expenses as Lessee (As of June 30, 2025) | Type | Amount (RMB) | | :--- | :--- | | Short-term lease expenses recognized in profit or loss | 4,091,997.49 | | Total cash outflow related to leases | 7,112,406.89 | [Changes in Consolidation Scope](index=58&type=section&id=Changes%20in%20Consolidation%20Scope) During the reporting period, the Group added a new subsidiary, Dongjiang Auto Resource Recycling (Hubei) Co., Ltd., established on June 3, 2025, with a 51.00% equity interest Increase in Consolidation Scope (As of June 30, 2025) | Company Name | Method of Acquisition | Date of Acquisition | Capital Contribution (RMB) | Equity Ratio (%) | | :--- | :--- | :--- | :--- | :--- | | Dongjiang Auto Resource Recycling (Hubei) Co., Ltd. | Newly established subsidiary | June 3, 2025 | 25,500,000.00 | 51.00 | [Commitments and Contingencies](index=58&type=section&id=Commitments%20and%20Contingencies) The Group has various significant commitments and contingencies, including major outsourcing contracts, capital expenditure commitments, and ongoing lawsuits related to concession agreements and frozen funds [Significant Commitments](index=58&type=section&id=Significant%20Commitments) As of June 30, 2025, the Group's total significant commitments amounted to RMB 91,640,595.22, a decrease from the beginning of the period Significant Commitments (As of June 30, 2025) | Item | Period-end Balance (RMB) | Period-beginning Balance (RMB) | | :--- | :--- | :--- | | – Major Outsourcing Contracts | 57,171,416.77 | 71,830,125.95 | | – Commitments for Construction of Long-term Assets | 23,043,041.61 | 23,002,506.21 | | – External Investment Commitments | 11,426,136.84 | 23,406,302.44 | | Total | 91,640,595.22 | 118,238,934.60 | [Contingencies](index=59&type=section&id=Contingencies) The Group faces multiple contingencies, including an administrative lawsuit against Shaoyang Municipal Government for unilateral termination of a concession agreement and a lawsuit involving frozen funds - Shaoyang Municipal Government unilaterally terminated the concession agreement for the urban domestic waste sanitary landfill, and the company has initiated administrative litigation seeking compensation for project investment and other costs[94](index=94&type=chunk)[95](index=95&type=chunk) - Subsidiary Hunan Dongjiang was sued by Jiayuan Environmental for early termination of a leachate treatment operation service contract, seeking service fees and compensation, to which Hunan Dongjiang has filed a counterclaim[97](index=97&type=chunk)[98](index=98&type=chunk) - Due to a contract dispute, a portion of the company's special fund account for raised funds, amounting to **RMB 96,317,554.88**, has been frozen, with the case still under trial[100](index=100&type=chunk) [Related Party Transactions](index=62&type=section&id=Related%20Party%20Transactions) The Group engages in related party transactions including goods and services, guarantees, and key management personnel compensation, with specific figures for the first half of 2025 [Related Party Transactions for Goods and Services](index=62&type=section&id=Related%20Party%20Transactions%20for%20Goods%20and%20Services) For the six months ended June 30, 2025, total purchases of goods and acceptance of services from related parties amounted to RMB 2,613,936.66, while sales of goods and provision of services to related parties totaled RMB 4,613,057.52 Purchases of Goods and Acceptance of Services from Related Parties (For the six months ended June 30, 2025) | Related Party | Nature of Related Party Transaction | First Half 2025 (RMB) | First Half 2024 (RMB) | | :--- | :--- | :--- | :--- | | Joint Ventures | Acceptance of Services | 818,201.04 | 8,602.31 | | Associates | Acceptance of Services | 58,129.41 | 28,308.83 | | Other Related Parties | Purchase of Goods and Acceptance of Services | 1,737,606.21 | 2,249,951.15 | | Total | | 2,613,936.66 | 2,286,862.29 | Sales of Goods and Provision of Services to Related Parties (For the six months ended June 30, 2025) | Related Party | Nature of Related Party Transaction | First Half 2025 (RMB) | First Half 2024 (RMB) | | :--- | :--- | :--- | :--- | | Joint Ventures | Trademark Usage Fees and Provision of Services | 2,589,948.73 | 4,070,798.84 | | Associates | Provision of Services | 0.00 | 365,015.09 | | Other Related Parties | Provision of Services | 2,023,108.79 | 2,320,520.37 | | Total | | 4,613,057.52 | 6,756,334.30 | [Guarantees](index=63&type=section&id=Guarantees) The Company provides guarantees for several subsidiaries and associates, with amounts ranging from RMB 44 million to RMB 246 million, and maturity dates extending as late as 2033 Guarantees (As of June 30, 2025) | Guaranteed Party | Related Party Relationship | Guaranteed Amount (RMB) | Guarantee Start Date | Guarantee End Date | Guarantee Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | | Mianyang Dongjiang Environmental Technology Co., Ltd. | Subsidiary | 246,000,000.00 | April 1, 2021 | March 25, 2030 | No | | Foshan Fulong Environmental Technology Co., Ltd. | Subsidiary | 160,497,000.00 | March 18, 2020 | March 18, 2030 | No | | Xiamen Green Oasis Environmental Industry Co., Ltd. | Subsidiary | 80,000,000.00 | June 27, 2024 | June 27, 2027 | No | | Fujian Xingye Dongjiang Environmental Technology Co., Ltd. | Associate | 57,375,000.00 | June 30, 2021 | September 15, 2026 | No | | Dongguan Fengye Solid Waste Treatment Co., Ltd. | Associate | 44,000,000.00 | October 15, 2018 | October 15, 2033 | No | [Key Management Personnel Compensation](index=63&type=section&id=Key%20Management%20Personnel%20Compensation) For the six months ended June 30, 2025, the Group's total key management personnel compensation was RMB 3,620,453.15, an increase from the prior year Key Management Personnel Compensation (For the six months ended June 30, 2025) | Item | First Half 2025 (RMB) | First Half 2024 (RMB) | | :--- | :--- | :--- | | Key Management Personnel Compensation | 3,620,453.15 | 3,364,618.13 | [Approval of Condensed Interim Financial Information](index=63&type=section&id=Approval%20of%20Condensed%20Interim%20Financial%20Information) The Group's condensed interim financial information for the six months ended June 30, 2025, was approved by the Board of Directors on August 22, 2025 - The condensed interim financial information was approved by the Board of Directors on **August 22, 2025**[110](index=110&type=chunk) Management Discussion and Analysis [Business Review](index=64&type=section&id=Business%20Review) In the first half of 2025, hazardous waste collection volume grew over 10%, but intense competition led to reduced profit margins, and precious metal recycling revenue declined over 20% - Hazardous waste collection volume grew over **10%**, but collection prices for harmless treatment business decreased, and collection discount rates for resource utilization business increased, leading to narrower profit margins[111](index=111&type=chunk) - Revenue from precious metal recycling business decreased over **20%**, significantly impacted by metal prices[111](index=111&type=chunk) - The company achieved operating revenue of **RMB 1.50 billion**, a year-on-year decrease of **3.40%**; net loss attributable to parent company shareholders was **RMB 278 million**, an increase in loss of **8.09%** year-on-year[112](index=112&type=chunk) - New product sales surged by **272%** year-on-year, and the company entered the automotive parts remanufacturing sector by establishing a joint venture[112](index=112&type=chunk)[113](index=113&type=chunk) - Continuous increase in R&D investment, with **15 new patent applications** and **30 authorized patents** in the first half, and AI technology applied to the integrated environmental services industry chain[113](index=113&type=chunk) [Financial Review](index=66&type=section&id=Financial%20Review) The Group's total operating revenue decreased by 3.40% to RMB 1.50 billion in the first half of 2025, primarily due to reduced precious metal recycling revenue, leading to a decline in comprehensive gross profit margin and expanded net loss [Total Operating Revenue](index=66&type=section&id=Total%20Operating%20Revenue) For the six months ended June 30, 2025, the Group's total operating revenue was RMB 1,500,470,309.76, a year-on-year decrease of 3.40%, mainly due to reduced precious metal recycling revenue Total Operating Revenue and Major Business Revenue Changes (For the six months ended June 30, 2025) | Indicator | First Half 2025 (RMB) | First Half 2024 (RMB) | Year-on-year Change Rate | | :--- | :--- | :--- | :--- | | Total Operating Revenue | 1,500,470,309.76 | 1,553,358,452.26 | -3.40% | | Precious Metal Recycling and Utilization Business Revenue | 287,227,264.88 | 396,750,877.20 | -27.61% | | Industrial Waste Treatment and Disposal Operating Revenue | 396,990,856.03 | 401,533,859.48 | -1.13% | | Resource Utilization Product Sales Business Revenue | 646,104,217.38 | 564,376,350.26 | +14.48% | [Profit](index=66&type=section&id=Profit) For the six months ended June 30, 2025, the Group's comprehensive gross profit margin was 3.24%, a decrease of 1.76 percentage points, with net loss attributable to parent company shareholders widening by 8.09% Profit Indicator Changes (For the six months ended June 30, 2025) | Indicator | First Half 2025 | First Half 2024 | Change | | :--- | :--- | :--- | :--- | | Comprehensive Gross Profit Margin | 3.24% | 5.00% | -1.76 percentage points | | Net Profit Attributable to Parent Company Shareholders | -278,177,080.22 RMB | -257,357,295.18 RMB | Loss widened by 8.09% | [Selling Expenses](index=67&type=section&id=Selling%20Expenses) For the six months ended June 30, 2025, the Group's selling expenses increased by 9.25% to RMB 41,851,616.53, primarily due to increased business commissions from higher hazardous waste collection volume Selling Expenses Changes (For the six months ended June 30, 2025) | Indicator | First Half 2025 (RMB) | First Half 2024 (RMB) | Year-on-year Change Rate | | :--- | :--- | :--- | :--- | | Selling Expenses | 41,851,616.53 | 38,307,401.98 | +9.25% | | % of Total Operating Revenue | 2.79% | 2.47% | +0.32 percentage points | [Administrative Expenses](index=67&type=section&id=Administrative%20Expenses) For the six months ended June 30, 2025, the Group's administrative expenses decreased by 8.77% to RMB 170,893,774.94, primarily due to effective control measures Administrative Expenses Changes (For the six months ended June 30, 2025) | Indicator | First Half 2025 (RMB) | First Half 2024 (RMB) | Year-on-year Change Rate | | :--- | :--- | :--- | :--- | | Administrative Expenses | 170,893,774.94 | 187,314,630.91 | -8.77% | | % of Total Operating Revenue | 11.39% | 12.06% | -0.67 percentage points | [Finance Costs](index=67&type=section&id=Finance%20Costs) For the six months ended June 30, 2025, the Group's finance costs were RMB 93,874,720.66, remaining largely stable year-on-year, representing 6.26% of total operating revenue Finance Costs Changes (For the six months ended June 30, 2025) | Indicator | First Half 2025 (RMB) | First Half 2024 (RMB) | Year-on-year Change Rate | | :--- | :--- | :--- | :--- | | Finance Costs | 93,874,720.66 | 93,895,258.94 | -0.02% | | % of Total Operating Revenue | 6.26% | 6.04% | +0.22 percentage points | [Income Tax Expense](index=67&type=section&id=Income%20Tax%20Expense) For the six months ended June 30, 2025, the Group's income tax expense decreased by 19.03% to RMB 3,460,345.21, primarily due to a reduction in total profit during the reporting period Income Tax Expense Changes (For the six months ended June 30, 2025) | Indicator | First Half 2025 (RMB) | First Half 2024 (RMB) | Year-on-year Change Rate | | :--- | :--- | :--- | :--- | | Income Tax Expense | 3,460,345.21 | 4,273,546.78 | -19.03% | | % of Total Profit | -1.07% | -1.36% | +0.29 percentage points | [Financial Position and Liquidity](index=68&type=section&id=Financial%20Position%20and%20Liquidity) As of June 30, 2025, the Group's net current assets improved to RMB -149,680,265.62, with cash and cash equivalents of approximately RMB 1.05 billion, and the Board considers the financial position solid Key Financial Position and Liquidity Data (As of June 30, 2025) | Indicator | As of June 30, 2025 (RMB) | As of December 31, 2024 (RMB) | | :--- | :--- | :--- | | Net Current Assets | -149,680,265.62 | -313,272,315.54 | | Cash and Cash Equivalents | 1,051,200,772.35 | 1,016,307,175.22 | | Total Liabilities | 7,200,623,387.22 | 7,127,589,598.80 | | Debt-to-Asset Ratio | 65.31% | 63.20% | | Bank Loans | 4,827,608,335.70 | 5,088,018,406.13 | - Management believes the Group has a **solid financial position and sufficient liquidity** to meet its operational and future business development needs[121](index=121&type=chunk) [Significant Investments, Acquisitions, and Disposals](index=68&type=section&id=Significant%20Investments%2C%20Acquisitions%2C%20and%20Disposals) During the reporting period, the Group had no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures - During the reporting period, the Group had **no significant investments, acquisitions, or disposals** of subsidiaries, associates, or joint ventures[122](index=122&type=chunk) [Future Major Investment or Capital Asset Plans](index=68&type=section&id=Future%20Major%20Investment%20or%20Capital%20Asset%20Plans) Other than those disclosed in this report, the Group has no other future major investment or capital asset plans - Other than those disclosed in this report, the Group has **no other future major investment or capital asset plans**[123](index=123&type=chunk) [Interest Rate and Foreign Exchange Risk](index=69&type=section&id=Interest%20Rate%20and%20Foreign%20Exchange%20Risk) The Group faces fair value interest rate risk from fixed-rate bank loans and cash flow interest rate risk from floating-rate bank loans, and manages foreign exchange risk through forward foreign exchange contracts - The Group is exposed to **fair value interest rate risk** from fixed-rate bank loans and **cash flow interest rate risk** from floating-rate bank loans, currently without an interest rate hedging policy but under monitoring[124](index=124&type=chunk) - Foreign exchange risk primarily arises from assets and liabilities denominated in **HKD and USD**, and the company has adopted forward foreign exchange contracts to mitigate foreign exchange risk[125](index=125&type=chunk) [Contingent Liabilities](index=70&type=section&id=Contingent%20Liabilities) Other than the contingent matters disclosed in Note 15 to the financial statements, the Group had no other significant contingent liabilities for the six months ended June 30, 2025 - Other than the contingent matters disclosed in Note 15 to the financial statements, the Group had **no other significant contingent liabilities**[126](index=126&type=chunk) [Employee Information and Remuneration Policy](index=70&type=section&id=Employee%20Information%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had 3,904 full-time employees, with total staff costs of approximately RMB 275 million, and provides continuous training and various benefits Employee Information and Remuneration (As of June 30, 2025) | Indicator | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 3,904 | 3,984 | | Total Staff Costs (For the six months ended June 30, RMB) | 274,589,998.00 | 278,693,042.50 | - The Group provides employees with **continuous training, a remuneration package, and a range of additional benefits**, including retirement benefits, housing allowances, and medical insurance[127](index=127&type=chunk) Other Information [Events During the Period](index=71&type=section&id=Events%20During%20the%20Period) During the reporting period, the Company fulfilled guarantee obligations for subsidiaries, signed a new financial services agreement, issued the first tranche of 2025 medium-term notes, and changed its H-share registrar [Fulfillment of Guarantee Obligations](index=71&type=section&id=Fulfillment%20of%20Guarantee%20Obligations) The Company fulfilled guarantee obligations for subsidiary Mianyang Dongjiang's loan to Postal Savings Bank, totaling RMB 21.805 million, and for subsidiary Tangshan Wanders' loan to HSBC, totaling RMB 111.0977 million[128](index=128&type=chunk)[129](index=129&type=chunk) [New Financial Services Agreement](index=72&type=section&id=New%20Financial%20Services%20Agreement) The Company signed a new financial services agreement with Guang Sheng Finance on December 24, 2024, which was approved by independent shareholders on April 23, 2025[131](index=131&type=chunk) [Issuance of First Tranche of 2025 Medium-Term Notes](index=72&type=section&id=Issuance%20of%20First%20Tranche%20of%202025%20Medium-Term%20Notes) On March 27, 2025, the Company successfully issued the first tranche of 2025 medium-term notes, amounting to RMB 400 million with an annual interest rate of 2.66%[132](index=132&type=chunk) [Change of H-share Registrar](index=72&type=section&id=Change%20of%20H-share%20Registrar) Effective July 27, 2025, the Company's H-share registrar has been changed to Tricor Investor Services Limited[133](index=133&type=chunk) [Use of Proceeds from Non-public Issuance of A-shares](index=73&type=section&id=Use%20of%20Proceeds%20from%20Non-public%20Issuance%20of%20A-shares) The net proceeds from the non-public issuance of A-shares were approximately RMB 1.194 billion, with RMB 8.95 million utilized as of June 30, 2025, and some projects extended Use of Proceeds from Non-public Issuance of A-shares (As of June 30, 2025) | Proposed Use of Proceeds | Allocation of Net Proceeds (RMB million) | Net Proceeds Unutilized as of Jan 1, 2025 (RMB million) | Net Proceeds Utilized for the six months ended June 30, 2025 (RMB million) | Net Proceeds Unutilized as of June 30, 2025 (RMB million) | Expected Timeline | | :--- | :--- | :--- | :--- | :--- | :--- | | Construction of Jieyang Grand Nanhai Petrochemical Industrial Zone Green Circular Center Phase I Project | 410.00 | 271.52 | 7.26 | 264.26 | On or before December 2025 | | Expansion of Wastewater Treatment Plant (Phase II) in Jiangling County, Jingzhou City, Hubei Province | 165.00 | 93.99 | – | 93.99 | On or before December 2025 | | Digital Intelligence Construction Project | 184.31 | 160.25 | 0.09 | 160.16 | On or before December 2028 | | Hazardous Waste Treatment Renovation and Upgrade Project | 95.00 | 64.88 | 1.60 | 63.28 | On or before December 2028 | | Supplement General Working Capital | 340.00 | – | – | – | – | | Total | 1,194.31 | 590.64 | 8.95 | 581.69 | | - The company has **extended the timeline for some of the raised fund investment projects**[136](index=136&type=chunk) [Directors', Supervisors', and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures](index=74&type=section&id=Directors%27%2C%20Supervisors%27%2C%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%2C%20and%20Debentures) As of June 30, 2025, no directors, supervisors, or chief executives held disclosable interests or short positions in the Company's or its associated corporations' shares, underlying shares, or debentures - As of June 30, 2025, no directors, supervisors, or chief executives of the Company held any disclosable interests or short positions in the shares, underlying shares, or debentures of the Company or its associated corporations[137](index=137&type=chunk) [Major Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=75&type=section&id=Major%20Shareholders%27%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, Guang Sheng Holdings Group, Baowu Environmental Technology, and Huihong Group were major shareholders, holding interests in the Company's A-shares and H-shares Major Shareholders' Interests and Short Positions in Shares and Underlying Shares (As of June 30, 2025) | Shareholder Name | Nature of Interest | Share Class | Number of Shares (shares) | Long/Short Position | Approx. % of Relevant Share Class | % of Company's Issued Shares | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Guang Sheng Holdings Group | Beneficial Owner | A-shares | 266,279,028 | Long Position | 29.42% | 24.09% | | | Interest in Controlled Corporation | H-shares | 25,179,200 | Long Position | 12.58% | 2.28% | | Baowu Environmental Technology | Beneficial Owner | A-shares | 86,629,001 | Long Position | 9.57% | 7.84% | | | Interest in Controlled Corporation | A-shares | 37,664,783 | Long Position | 4.16% | 4.16% | | Huihong Group | Beneficial Owner | A-shares | 50,087,669 | Long Position | 5.53% | 4.53% | | | Interest in Controlled Corporation | A-shares | 25,995,038 | Long Position | 2.87% | 2.35% | | | Interest in Controlled Corporation | H-shares | 18,204,800 | Long Position | 9.10% | 1.65% | [Share Schemes](index=77&type=section&id=Share%20Schemes) During the reporting period, the Group did not implement any share schemes as defined by Chapter 17 of the Listing Rules - During the reporting period, the Group did not implement any share schemes as defined by Chapter 17 of the Listing Rules[142](index=142&type=chunk) [Competing Interests or Businesses](index=77&type=section&id=Competing%20Interests%20or%20Businesses) During the reporting period, no directors, supervisors, chief executives, or major shareholders and their respective associates held interests in businesses directly or indirectly competing with the Group's business - During the reporting period, no directors, supervisors, chief executives, or major shareholders and their associates held interests in businesses directly or indirectly competing with the Group's business[143](index=143&type=chunk) [Audit and Risk Management Committee and Review of Interim Results](index=78&type=section&id=Audit%20and%20Risk%20Management%20Committee%20and%20Review%20of%20Interim%20Results) The Company's Audit and Risk Management Committee, comprising Mr. Li Guodong (Chairman), Mr. Li Jinhui, and Mr. Wang Shi, reviewed the Group's interim results and financial statements for the six months ended June 30, 2025 - The Audit and Risk Management Committee is responsible for reviewing and overseeing the Group's financial reporting procedures, risk management, and internal audit functions[144](index=144&type=chunk) - The Committee has reviewed the Group's interim results and financial statements for the six months ended June 30, 2025, but these statements have not been audited by the Company's auditors[144](index=144&type=chunk) [Purchase, Sale, or Redemption of Listed Securities](index=78&type=section&id=Purchase%2C%20Sale%2C%20or%20Redemption%20of%20Listed%20Securities) During the reporting period, neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities - During the reporting period, neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities[145](index=145&type=chunk) [Interim Dividends](index=78&type=section&id=Interim%20Dividends) The Board of Directors does not recommend

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因 依賴該等內容而引致的任何損失承擔任何責任。 Overseas Chinese Town (Asia) Holdings Limited 華 僑 城（亞 洲）控 股 有 限 公 司 （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：03366） 二零二五年中期業績公告 業績 華僑城（亞洲）控股有限公司（「本公司」）的董事（「董事」）會（「董事會」）欣然宣 佈本公司及其附屬公司（統稱「本集團」）截至二零二五年六月三十日止六個月（「報 告期」）未經審計的合併業績，以及二零二四年同期的比較數字如下： – 1 – 綜合損益表 截至二零二五年六月三十日止六個月 — 未經審計 （以人民幣列示） | | 附註 | 截至六月三十日止六個月 | | | --- | --- | --- | --- | | | | 二零二五年 | 二零二四年 | | | | 人民幣千元 | 人民幣千元 | | 收入 | 3 | 260,707 | 598,479 ...

Financial Review 財務回顧 RESULTS Revenue Breakdown by segment 業績 收益 按分部劃分 | | | | | For the six months ended 30 June | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | 截至六月三十日止六個月 | | | | | | 2025 | | 2024 | | Changes | | | | 二零二五年 | | 二零二四年 | | 變幅 | | | | HK$'000 | % of revenue | HK$'000 | % of revenue | % | | | | 千港元 | 佔收益百分比 | 千港元 | 佔收益百分比 | 百分比 | | Clarks | Clarks | 4,148,485 | 86.3% | 4,378,465 | 85.9% | -5.3% | | Bossini | 堡獅龍 | 140,329 | 2.9% | 267,241 | 5.2% | -47.5% | | Other consumable busin ...

[Company Information](index=5&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This section outlines the company's board and committee composition, including recent changes, and its registered and principal office details [Board and Committee Composition](index=5&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%8F%8A%E5%A7%94%E5%93%A1%E6%9C%83%E7%B5%84%E6%88%90) The Board of Directors comprises executive, non-executive, and independent non-executive directors, with committee membership changes effective January 6, 2025 - Board members include Executive Directors Mr. He Dingding (CEO) and Mr. Lu Tianshun[11](index=11&type=chunk) - The Audit Committee Chairman changed from Ms. Tam Mei Chu to Mr. Tang Chiu Ming, while Ms. Chan Wai Ki and Mr. Wong Chun Hung remained Chairpersons of the Remuneration and Nomination and Corporate Governance Committees, respectively, all effective January 6, 2025[11](index=11&type=chunk) [Registered and Principal Offices](index=6&type=section&id=%E8%A8%BB%E5%86%8A%E5%8F%8A%E4%B8%BB%E8%A6%81%E8%BE%A6%E4%BA%8B%E8%99%95) The company's registered office is in the Cayman Islands, with its principal place of business in Hong Kong, stock code 8237, and a corporate website - The company's registered office is located at Cricket Square, Cayman Islands[12](index=12&type=chunk) - The principal place of business in Hong Kong is on the 16th Floor, Kai Tak Commercial Building, 317 & 319 Des Voeux Road Central, Sheung Wan, Hong Kong[12](index=12&type=chunk) - The company's stock code is **8237**, and its website is www.irasia.com/listco/hk/linkholdings[12](index=12&type=chunk) [Financial Highlights](index=7&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) This section summarizes the Group's operating results, showing a significant decline in hotel revenue and increased net loss attributable to owners [Overview of Operating Results](index=7&type=section&id=%E7%B6%93%E7%87%9F%E6%A5%AD%E7%B8%BE%E6%A6%82%E8%A6%BD) The Group's hotel operating revenue significantly decreased by **38.4%**, leading to a **21.5%** increase in loss attributable to owners and expanded basic loss per share Key Financial Metrics Comparison (For the six months ended June 30) | Metric | 2025 (HKD) | 2024 (HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Hotel Operating Revenue | 13,590,000 | 22,067,000 | -38.4% | | Loss Attributable to Owners of the Company | 42,206,000 | 34,736,000 | +21.5% | | Basic Loss Per Share | 24.86 HK cents | 20.74 HK cents (Restated) | +19.8% | [Condensed Consolidated Statement of Comprehensive Income](index=8&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) This section analyzes the Group's comprehensive income, showing significant revenue decline, reduced gross profit, and increased losses for the period [Analysis of Comprehensive Income Statement](index=8&type=section&id=%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8%E5%88%86%E6%9E%90) The Group experienced a significant revenue decline, leading to an over **80%** reduction in gross profit and increased losses, driven by lower hotel revenue and exchange differences Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Metric | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 13,590 | 22,067 | -38.4% | | Cost of Sales | (11,739) | (11,316) | +3.7% | | Gross Profit | 1,851 | 10,751 | -82.8% | | Loss Before Income Tax | (41,192) | (33,267) | +23.8% | | Loss for the Period | (42,226) | (34,799) | +21.3% | | Exchange Differences Arising from Translation of Foreign Operations | (20,856) | (13,496) | +54.5% | | Total Comprehensive Expenses for the Period | (63,082) | (48,295) | +30.6% | | Loss for the Period Attributable to Owners of the Company | (42,206) | (34,736) | +21.5% | | Basic Loss Per Share (HK cents) | (24.86) | (20.74) | +19.8% | - Loss for the period was primarily due to decreased hotel operating revenue and increased administrative expenses and finance costs[15](index=15&type=chunk) - Exchange differences arising from the translation of foreign operations led to a significant increase in other comprehensive expenses[15](index=15&type=chunk) [Condensed Consolidated Statement of Financial Position](index=10&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) This section analyzes the Group's financial position, revealing increased non-current assets, decreased current assets, and expanded net liabilities and owner's deficit [Analysis of Financial Position](index=10&type=section&id=%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E5%88%86%E6%9E%90) As of June 30, 2025, the Group's financial position deteriorated with increased non-current assets, decreased current assets, and significantly expanded net liabilities and owner's deficit Condensed Consolidated Statement of Financial Position (As at June 30, 2025) | Metric | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 480,809 | 457,304 | +5.1% | | Total Current Assets | 29,973 | 39,226 | -23.6% | | Total Current Liabilities | 609,836 | 538,826 | +13.2% | | Net Current Liabilities | (579,863) | (499,600) | +16.1% | | Net Liabilities | (140,425) | (81,284) | +72.8% | | Equity Attributable to Owners of the Company | (137,360) | (78,270) | +75.5% | - Net current liabilities significantly increased, primarily due to a rise in interest-bearing bank and other borrowings[17](index=17&type=chunk) - Equity attributable to owners of the company expanded from a deficit to **HKD 137,360 thousand**, indicating a continuous deterioration in financial position[18](index=18&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=12&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) This section analyzes changes in the Group's equity, revealing expanded accumulated losses and negative translation reserves, leading to a deteriorating owner's equity position [Analysis of Changes in Equity](index=12&type=section&id=%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E5%88%86%E6%9E%90) The Group's accumulated losses and negative translation reserves significantly expanded, leading to a deteriorating equity position for owners, despite share capital increases from placements Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30, 2025) | Metric | June 30, 2025 (HKD '000) | January 1, 2024 (HKD '000) | | :--- | :--- | :--- | | Share Capital | 5,026 | 4,188 | | Share Premium | 366,455 | 363,352 | | Translation Reserve | (105,776) | (79,560) | | Accumulated Losses | (478,735) | (301,415) | | Equity Attributable to Owners of the Company | (137,360) | 71,204 | | Total Deficit | (140,425) | 72,603 | - Loss for the period of **HKD 42,206 thousand** and exchange differences of **HKD 20,825 thousand** arising from the translation of foreign operations were key factors in the significant reduction of equity[19](index=19&type=chunk) - Share issuance through placement brought an increase of **HKD 3,941 thousand** in share capital and share premium, but failed to reverse the overall trend of expanding deficit[19](index=19&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=14&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) This section analyzes the Group's cash flows, revealing continued operating cash outflows and a significant reduction in overall cash and cash equivalents [Analysis of Cash Flows](index=14&type=section&id=%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E5%88%86%E6%9E%90) The Group's operating activities continued to generate cash outflows, leading to a significant decrease in overall cash and cash equivalents despite financing inflows Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Metric | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (22,258) | (20,686) | | Net Cash Used in Investing Activities | (10) | (540) | | Net Cash From Financing Activities | 7,468 | 18,505 | | Net Decrease in Cash and Cash Equivalents | (14,800) | (2,721) | | Cash and Cash Equivalents at End of Period | 5,825 | 22,400 | - Net cash used in operating activities increased year-on-year, indicating intensified cash consumption by core operations[21](index=21&type=chunk) - Net cash from financing activities significantly decreased year-on-year, reflecting potential impacts on external financing capabilities[21](index=21&type=chunk) [Notes to the Condensed Consolidated Interim Financial Statements](index=15&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E4%B8%AD%E6%9C%9F%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) This section provides detailed notes on the interim financial statements, including company information, accounting policies, revenue, expenses, tax, loss per share, dividends, and receivables/payables [Company Information](index=15&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) The Company, incorporated in the Cayman Islands, primarily engages in investment holding, with subsidiaries in hotel ownership, services, distressed debt, and property investment - The Company was incorporated as an exempted company in the Cayman Islands on **May 15, 2012**[22](index=22&type=chunk) - Its principal business is investment holding, with subsidiaries primarily engaged in hotel ownership, hotel services, distressed debt asset management, and property investment[22](index=22&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=15&type=section&id=%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) Interim financial statements adhere to IFRS and GEM Listing Rules, using consistent accounting policies, with no significant impact from newly adopted standards - The interim financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and the applicable disclosure requirements of the GEM Listing Rules[23](index=23&type=chunk) - The accounting policies and methods of computation used in preparing these interim financial statements are consistent with those used in the 2024 audited consolidated financial statements[23](index=23&type=chunk) - The adoption of all new and revised standards, amendments, and interpretations had no significant impact on the Group's accounting policies or the amounts reported for the current and prior periods[24](index=24&type=chunk) [Revenue and Loss from Distressed Debt Assets Accounted for at Amortized Cost](index=17&type=section&id=%E6%8C%89%E6%94%A4%E9%8A%B7%E6%88%90%E6%9C%AC%E5%88%97%E8%B3%A3%E7%9A%84%E4%B8%8D%E8%89%AF%E5%82%B5%E5%8B%99%E8%B3%87%E7%94%A2%E6%94%B6%E5%85%A5%E5%8F%8A%E8%99%A7%E6%90%8D) The Group's revenue primarily from hotel operations, with hotel room revenue significantly declining; distressed debt assets recorded no losses, and revenue mainly from Singapore and Japan Revenue Analysis (For the six months ended June 30) | Revenue Source | 2025 (HKD '000) | 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Hotel Room | 8,756 | 16,117 | -45.7% | | Food & Beverage | 2,696 | 3,213 | -16.1% | | Rental Income from Hotel Properties | 1,465 | 2,364 | -38.0% | | Other Hotel Income | 673 | 373 | +80.4% | | **Total Hotel Operating Revenue** | **13,590** | **22,067** | **-38.4%** | | Distressed Debt Asset Impairment Loss | – | (19) | -100% | Revenue by Geographical Segment (For the six months ended June 30) | Principal Geographical Market | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Singapore | 8,937 | 15,967 | | Japan | 4,653 | 6,100 | | **Total** | **13,590** | **22,067** | [Loss Before Income Tax Expense](index=18&type=section&id=%E9%99%A4%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF%E5%89%8D%E8%99%A7%E6%90%8D) The Group's loss before income tax was primarily influenced by staff costs, depreciation of property, plant and equipment, and Singapore property tax Key Expense Items (For the six months ended June 30) | Expense Item | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Staff Costs | 6,189 | 6,365 | | Depreciation of Property, Plant and Equipment | 5,584 | 4,767 | | Depreciation of Right-of-Use Assets | 1,298 | 1,292 | | Singapore Property Tax | 962 | 1,668 | [Income Tax Expense](index=19&type=section&id=%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) The Group's income tax expense primarily from Singapore at **17%**, with exemptions for HK, Cayman, BVI entities, and local rates for Indonesia, China, and Japan subsidiaries - There was no assessable profit in Hong Kong, hence no Hong Kong profits tax provision[28](index=28&type=chunk) - Singapore corporate income tax is provided at a **17%** rate, being the sole component of income tax expense for the period, amounting to **HKD 1,034 thousand** in 2025 and **HKD 1,532 thousand** in 2024[29](index=29&type=chunk)[30](index=30&type=chunk) - Indonesian subsidiaries are taxed at **25%**, Chinese subsidiaries at **25%** corporate income tax, and Japanese subsidiaries at an effective statutory income tax rate of approximately **33.59%**[29](index=29&type=chunk) [Loss Per Share](index=20&type=section&id=%E6%AF%8F%E8%82%A1%E8%99%A7%E6%90%8D) Basic and diluted loss per share attributable to owners increased, with diluted loss per share matching basic loss due to anti-dilutive effects Loss Per Share (For the six months ended June 30) | Metric | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic Loss Per Share | (24.86) | (20.74) | | Diluted Loss Per Share | (24.86) | (20.74) | - Diluted loss per share was the same as basic loss per share due to the anti-dilutive effect of potential dilutive ordinary shares on basic loss per share[32](index=32&type=chunk) - The weighted average number of ordinary shares used in calculating basic and diluted loss per share has been adjusted for the share consolidation effective **March 5, 2025**[31](index=31&type=chunk) [Dividends](index=21&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend any dividend payment for the six months ended June 30, 2025 - The Directors do not recommend the payment of any dividend for the six months ended **June 30, 2025** (2024: nil)[33](index=33&type=chunk) [Trade and Other Receivables](index=21&type=section&id=%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) The Group's trade receivables significantly decreased, with a **30-day** credit period and no major credit concentration risk, under strict management control - As at **June 30, 2025**, trade receivables were approximately **HKD 809,000** (December 31, 2024: approximately **HKD 2,569,000**), representing a significant decrease[34](index=34&type=chunk) - Trade receivables generally have a **30-day** credit period, with no significant credit concentration risk[34](index=34&type=chunk) Trade Receivables Ageing Analysis (As at the end of the reporting period) | Ageing | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Current to 30 days | 749 | 1,881 | | 31 to 60 days | 55 | 668 | | 61 to 90 days | – | 7 | | Over 90 days | 5 | 13 | | **Total** | **809** | **2,569** | [Trade and Other Payables](index=22&type=section&id=%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) The Group's trade payables increased with a **30-day** credit period, and both current and non-current construction payables also rose - As at **June 30, 2025**, trade payables were approximately **HKD 1,557,000** (December 31, 2024: approximately **HKD 957,000**), representing an increase[36](index=36&type=chunk) - The Group typically obtains a maximum **30-day** credit period from its suppliers, and trade payables are interest-free[36](index=36&type=chunk) Trade Payables Ageing Analysis (As at the end of the reporting period) | Ageing | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Current to 30 days | 1,118 | 473 | | 31 to 60 days | 220 | 246 | | 61 to 90 days | 124 | 146 | | Over 90 days | 95 | 92 | | **Total** | **1,557** | **957** | - Other payables include amounts due for construction work, with current portion of approximately **HKD 42,118,000** and non-current portion of approximately **HKD 7,601,000**, both showing increases[36](index=36&type=chunk) [Management Discussion and Analysis](index=23&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section reviews the Group's business and financial performance, covering hotel operations, asset management, liquidity, capital structure, and corporate governance [Business Review](index=23&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group operates hotels in Singapore and Japan, and distressed debt assets; Singapore hotel renovations expanded, Japan hotel underperformed due to financial and earthquake issues, and Bintan development remains suspended - The Group continues to focus on operating its hotel businesses in Singapore and Japan, and managing distressed debt assets[37](index=37&type=chunk) - Singapore's Hotel Grand Central experienced a further reduction in available rooms due to expanded renovation and maintenance works, with completion expected by **end-2025**[37](index=37&type=chunk) - Japan's Hanatsubaki Onsen Hotel business underperformed due to financial and human resource constraints and the Noto Peninsula earthquake, leading the Group to consider exploring sale options to alleviate liquidity pressure[37](index=37&type=chunk) - The development of Bintan Resort Hotel in Indonesia has been suspended since early **2020** due to the COVID-19 pandemic, and the Group is considering seeking potential investors for capital injection[37](index=37&type=chunk) [Financial Review](index=23&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's total hotel operating revenue decreased by **38.4%** due to renovations, leading to a **21.5%** increase in loss attributable to owners and expanded basic loss per share - Total hotel operating revenue was approximately **HKD 13,590,000**, a decrease of approximately **38.4%** year-on-year, mainly due to a further reduction in available rooms from expanded renovation and maintenance works at Hotel Grand Central[38](index=38&type=chunk) - Loss attributable to owners of the company was approximately **HKD 42,206,000**, an increase of approximately **21.5%** year-on-year[39](index=39&type=chunk) - Basic loss per share was approximately **24.86 HK cents** (2024: approximately **20.74 HK cents** (restated))[39](index=39&type=chunk) [Hotel Operations](index=24&type=section&id=%E9%85%92%E5%BA%97%E7%B6%93%E7%87%9F) Room revenue, **64.4%** of total hotel operating revenue, significantly declined; Hotel Grand Central saw improved occupancy but lower average room rate and RevPAR, with F&B and rental income also decreasing - Room revenue was approximately **HKD 8,756,000**, accounting for approximately **64.4%** of the Group's total hotel operating revenue, primarily from Hotel Grand Central Singapore and the Japan Onsen Hotel[40](index=40&type=chunk) Hotel Grand Central Key Operating Metrics (For the six months ended June 30) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Total Available Room Nights | 16,290 | 26,754 | -39.1% | | Occupancy Rate | 57% | 47% | +10 ppts | | Average Room Rate (HKD) | 619.5 | 835.3 | -25.9% | | Revenue Per Available Room (HKD) | 354.7 | 391.2 | -9.4% | - Food and beverage revenue was approximately **HKD 2,696,000**, accounting for approximately **19.8%** of total hotel operating revenue[40](index=40&type=chunk) - Rental income from hotel tenants was approximately **HKD 1,465,000**[41](index=41&type=chunk) [Bintan Assets](index=25&type=section&id=%E6%B0%91%E4%B8%B9%E8%B3%87%E7%94%A2) Bintan Resort Hotel development in Indonesia has been suspended since early **2020** due to financial constraints, with the Group seeking investors for completion or acquisition - The phase one construction contract for the initial Bintan development plan was signed in **September 2016**, but project progress has been delayed since **2020** due to tightened financial resources and the COVID-19 pandemic[42](index=42&type=chunk) - The Group is currently considering seeking potential investors for capital injection to complete or fully acquire the Bintan assets[42](index=42&type=chunk) [Distressed Debt Asset Management Business](index=25&type=section&id=%E4%B8%8D%E8%89%AF%E5%82%B5%E5%8B%99%E8%B3%87%E7%94%A2%E7%AE%A1%E7%90%86%E6%A5%AD%E5%8B%99) The Group recorded no losses from distressed debt assets during the period, with management finding no issues regarding ownership or recoverability - During the review period, the Group recorded no losses from distressed debt assets (net of impairment losses) (2024: loss of approximately **HKD 19,000**)[43](index=43&type=chunk) - As at the date of this interim report, management found no issues regarding the ownership or recoverability of distressed debt assets[43](index=43&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=25&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) The Group faces severe liquidity pressure with increased net current liabilities and short-term borrowings; the Board actively seeks financing to ensure sufficient financial resources - As at **June 30, 2025**, the Group recorded net current liabilities of approximately **HKD 579,863,000** (2024: approximately **HKD 499,600,000**)[44](index=44&type=chunk) - Short-term interest-bearing bank and other borrowings amounted to approximately **HKD 489,076,000** (2024: approximately **HKD 427,857,000**)[44](index=44&type=chunk) - The Directors have been closely monitoring the Group's working capital and considering appropriate avenues for funding, such as internal working capital, unutilized bank facilities, shareholders' funds, and new external funding[44](index=44&type=chunk) [Placing of New Shares Under General Mandate](index=26&type=section&id=%E6%A0%B9%E6%93%9A%E4%B8%80%E8%88%AC%E6%8E%88%E6%AC%8A%E9%85%8D%E5%94%AE%E6%96%B0%E8%82%A1%E4%BB%BD) The Company completed a placement of **33,504,000** new shares in **June 2025**, raising **HKD 3.824 million** for working capital, deemed optimal by the Board to strengthen finances and broaden the shareholder base - The placing was completed on **June 18, 2025**, with a total of **33,504,000** placing shares successfully placed[45](index=45&type=chunk) - The placing price was **HKD 0.120** per share, representing a discount of approximately **16.08%** to the closing price on the date of the placing agreement[45](index=45&type=chunk) - Net proceeds from the placing were approximately **HKD 3,824,000**, all intended for the Group's general working capital. As at **June 30, 2025**, approximately **HKD 2,900,000** had been utilized[46](index=46&type=chunk) - The Board believes the placing strengthens the Group's financial position and provides an excellent opportunity to broaden the Company's shareholder and capital base, being more suitable than other fundraising methods[47](index=47&type=chunk) [Measures to Address Going Concern Issues](index=27&type=section&id=%E6%87%89%E5%B0%8D%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F%E4%BA%8B%E5%AE%9C%E7%9A%84%E6%8E%AA%E6%96%BD) To alleviate liquidity pressure, the Company is implementing measures including hotel renovations, utilizing placement proceeds, seeking new financing, negotiating debt restructuring, and exploring asset sales - Hotel Grand Central's renovation and maintenance works have expanded to include ancillary buildings and the main block, with completion expected by **end-2025**[49](index=49&type=chunk) - The placing of new shares is complete, with net proceeds of approximately **HKD 3,824,000**, of which approximately **HKD 2,900,000** has been used for the Group's general working capital[50](index=50&type=chunk) - The Group remains committed to securing new financing sources at reasonable costs and is actively negotiating with existing lenders to explore options for extending, refinancing, or restructuring existing borrowings, as well as reducing interest rates and/or deferring principal and interest payments[51](index=51&type=chunk) - The Group continues to seek suitable opportunities to dispose of its assets to increase cash inflows, while implementing cost control measures to streamline administrative expenses[51](index=51&type=chunk) [Significant Investments, Acquisitions and Disposals](index=27&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E3%80%81%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE) The Group made no significant investments, acquisitions, or disposals during the period, with no future plans for major investments or capital assets - During the review period, the Group did not acquire or hold any significant investments[52](index=52&type=chunk) - During the review period, the Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures[53](index=53&type=chunk) - As at the date of this interim report, the Group had no plans for significant investments or capital assets[54](index=54&type=chunk) [Capital Gearing Ratio](index=28&type=section&id=%E8%B3%87%E6%9C%AC%E8%B2%A0%E5%82%B5%E6%AF%94%E7%8E%87) The Group's capital gearing ratio is not applicable as it recorded a deficit attributable to owners as at **June 30, 2025** - As at **June 30, 2025**, the Group's capital gearing ratio was not applicable (June 30, 2024: approximately **1,811.1%**)[55](index=55&type=chunk) - The capital gearing ratio is not applicable as the Group recorded a deficit attributable to owners of the company as at **June 30, 2025**[55](index=55&type=chunk) [Contingent Liabilities](index=28&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As at **June 30, 2025**, the Group's management was unaware of any significant claims against the Group - As at **June 30, 2025**, the Group's management was not aware of any significant claims against the Group (December 31, 2024: nil)[56](index=56&type=chunk) [Share Consolidation and Change in Board Lot Size](index=28&type=section&id=%E8%82%A1%E4%BB%BD%E5%90%88%E4%BD%B5%E5%8F%8A%E6%9B%B4%E6%94%B9%E6%AF%8F%E6%89%8B%E8%B2%B7%E8%B3%A3%E5%96%AE%E4%BD%8D) The Company completed a share consolidation (**25-for-1**) and changed its board lot size (from **2,000** to **6,000** consolidated shares) in **March 2025** to adjust capital structure - Share consolidation: every **twenty-five (25)** issued and unissued ordinary shares of **HKD 0.001** each were consolidated into **one (1)** ordinary share of **HKD 0.025** each in the Company's share capital, effective **March 5, 2025**[57](index=57&type=chunk) - Change in board lot size: from **2,000** existing shares to **6,000** consolidated shares, effective **March 19, 2025**[57](index=57&type=chunk) - As at the date of this report, the Company's authorized share capital was **HKD 50,000,000**, divided into **2,000,000,000** consolidated shares of **HKD 0.025** each[57](index=57&type=chunk) [Employees and Remuneration Policy](index=28&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) The Group saw a slight decrease in employees and staff costs; remuneration policy aligns with market practices, based on performance and experience, offering retirement benefits and training - As at **June 30, 2025**, the Group employed a total of **53** employees (December 31, 2024: **60**)[58](index=58&type=chunk) - Total staff costs (including Directors' emoluments) for the review period were approximately **HKD 6,189,000** (2024: approximately **HKD 6,365,000**)[58](index=58&type=chunk) - The Group's remuneration policy aligns with prevailing market practices and is determined based on individual employee performance and experience, providing retirement benefits and training[58](index=58&type=chunk)[59](index=59&type=chunk)[61](index=61&type=chunk) [Share Option Scheme](index=29&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The **2014** Share Option Scheme expired, with some options lapsing; a new **2024** scheme was adopted to incentivize participants, but no options have been granted yet - The **2014** Share Option Scheme expired on **June 19, 2024**[62](index=62&type=chunk) - Mr. Chan Cheung Ching's **1,675,200** adjusted share options lapsed as he ceased to be an employee; Ms. Dong Hankun's **10,470,000** share options lapsed due to her resignation[71](index=71&type=chunk)[77](index=77&type=chunk) - The **2024** Share Option Scheme was adopted on **May 31, 2024**, with a **10-year** validity, aiming to reward, attract, and retain eligible participants who contribute to the Group's long-term development[63](index=63&type=chunk) - The exercise price will be determined by the Board at its sole discretion, but must in no event be less than the highest of the closing price of the shares on the date of grant, the average closing price for the five business days immediately preceding the date of grant, and the nominal value of the shares[65](index=65&type=chunk) - Share options must be held by the grantee for at least **twelve (12)** months before they can be exercised, though the Board may, at its discretion, grant a shorter vesting period to employee participants[66](index=66&type=chunk) - As at the date of this report, no share options have been granted under the **2024** Share Option Scheme since its adoption[74](index=74&type=chunk) [Foreign Exchange Risk](index=35&type=section&id=%E5%A4%96%E5%8C%AF%E9%A2%A8%E9%9A%AA) The Group's subsidiaries primarily transact in local functional currencies, minimizing foreign exchange risk, but conversion to HKD presentation currency may incur risk, with no hedging during the period - The vast majority of transactions by the Group's subsidiaries in Singapore, Indonesia, Japan, and China are settled in Singapore Dollars, Indonesian Rupiah, Japanese Yen, and Renminbi, respectively, resulting in minimal foreign exchange risk[75](index=75&type=chunk) - Converting the functional currencies of these subsidiaries to the HKD presentation currency may expose them to foreign exchange risk[75](index=75&type=chunk) - During the review period, the Group did not use any financial instruments to hedge foreign exchange risk[75](index=75&type=chunk) [Pledge of Group Assets](index=35&type=section&id=%E9%9B%86%E5%9C%98%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As at **June 30, 2025**, approximately **HKD 138 million** of the Group's property, plant and equipment were pledged to secure bank financing - As at **June 30, 2025**, certain of the Group's property, plant and equipment with a net book value of approximately **HKD 138,119,000** (December 31, 2024: approximately **HKD 121,870,000**) were pledged to secure bank financing[76](index=76&type=chunk) [Dividends](index=36&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend any dividend payment for the review period - The Board does not recommend the payment of any dividend for the review period (2024: nil)[78](index=78&type=chunk) [Financing Agreement and Specific Performance Deed by Controlling Shareholder](index=36&type=section&id=%E8%9E%8D%E8%B3%87%E5%8D%94%E8%AD%B0%E5%8F%8A%E6%8E%A7%E8%82%A1%E8%82%A1%E6%9D%B1%E7%9A%84%E7%89%B9%E5%AE%9A%E5%B1%A5%E7%B4%84%E5%A5%91%E6%93%9A) The Group secured a **SGD 75 million** term loan, collateralized by assets, but defaulted on interest payments and is now actively negotiating a waiver and debt restructuring - The Company entered into a financing agreement with an independent third party (the "Lender"), where the Lender was to provide HHI with a term loan facility of **SGD 75,000,000**[79](index=79&type=chunk) - The loan facility was secured by: a charge over LHI's operating accounts, a legal mortgage over HHI's Hotel Grand Central, a fixed and floating charge over all of HHI's assets and undertakings, and a charge executed by Silverine Pacific Ltd over HHI's shares[79](index=79&type=chunk) - HHI has drawn down **SGD 75,000,000** to repay old debts, fund working capital, and pay related fees[80](index=80&type=chunk) - The Group failed to pay accrued interest when due under the terms of the financing agreement, leading to an event of default[82](index=82&type=chunk) - The Group is actively negotiating with the Lender for a waiver of default and exploring options for extending, refinancing, or restructuring existing borrowings, as well as reducing interest rates and/or deferring principal and interest payments[84](index=84&type=chunk) [Outlook](index=38&type=section&id=%E5%B1%95%E6%9C%9B) The Company holds a cautiously optimistic outlook, contingent on timely refinancing, and will continue to evaluate its hotel portfolio, seek special asset investments, and advance the Bintan Resort project - The Company maintains a cautiously optimistic outlook for the future, anticipating recovery from the COVID-19 pandemic, contingent on timely refinancing[85](index=85&type=chunk) - The Company will continue to evaluate its existing investment portfolio and seek suitable special asset investment and restructuring opportunities[85](index=85&type=chunk) - Japan's Hanatsubaki Onsen Hotel business currently underperforms, and the Group may consider exploring options (including but not limited to selling the Hanatsubaki Onsen Hotel) to reduce liquidity pressure, subject to timely refinancing[86](index=86&type=chunk) - Developing Bintan Resort presents a good opportunity for the Company to expand its regional footprint, contingent on successful and timely refinancing[87](index=87&type=chunk) - The Company is actively seeking refinancing to stabilize its financial position, engaging with financial institutions and potential investors to explore various refinancing options[87](index=87&type=chunk) [Audit Committee](index=39&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Audit Committee oversees financial reporting, risk management, and internal controls; its composition changed with Mr. Tang Chiu Ming as Chairman from **January 6, 2025**, and it reviewed the unaudited results for compliance - The Audit Committee is responsible for reviewing and overseeing the Group's financial reporting process, risk management, and internal control systems[88](index=88&type=chunk) - Effective **January 6, 2025**, the Audit Committee comprises three independent non-executive directors: Mr. Tang Chiu Ming (Chairman), Ms. Chan Wai Ki, and Mr. Ho Sing Wai[88](index=88&type=chunk) - The Audit Committee has reviewed the Group's unaudited consolidated results for the review period with management and considers them to be in compliance with applicable accounting standards, GEM Listing Rules, and other relevant legal requirements[88](index=88&type=chunk) [Remuneration Committee](index=40&type=section&id=%E8%96%AA%E9%85%AC%E5%A7%94%E5%93%A1%E6%9C%83) The Remuneration Committee reviews and recommends remuneration policies for Directors and senior management; its composition changed, with Ms. Chan Wai Ki remaining Chairperson - The Remuneration Committee is responsible for reviewing the policies and structures for all remuneration of the Company's Directors and senior management and making recommendations to the Board[89](index=89&type=chunk) - Effective **January 6, 2025**, the Remuneration Committee comprises three independent non-executive directors: Ms. Chan Wai Ki (Chairperson), Mr. Tang Chiu Ming, and Mr. Ho Sing Wai[89](index=89&type=chunk) [Nomination and Corporate Governance Committee](index=40&type=section&id=%E6%8F%90%E5%90%8D%E5%8F%8A%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A7%94%E5%93%A1%E6%9C%83) The Nomination and Corporate Governance Committee reviews Board structure, identifies candidates, and formulates governance policies; its composition changed, with Mr. Wong Chun Hung remaining Chairman - The Nomination and Corporate Governance Committee is responsible for reviewing the Board's structure, size, composition, and diversity, identifying suitable candidates for Board membership, and formulating and reviewing the Company's corporate governance policies and practices[90](index=90&type=chunk) - Effective **January 6, 2025**, the Nomination and Corporate Governance Committee comprises one non-executive director, Mr. Wong Chun Hung (Chairman), and two independent non-executive directors, Ms. Chan Wai Ki and Mr. Tang Chiu Ming[90](index=90&type=chunk) [Other Information](index=41&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) This section details corporate governance, directors' securities dealings, competing interests, share transactions, and the interests of directors, chief executive, and substantial shareholders [Corporate Governance Code](index=41&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) The Group complied with the Corporate Governance Code provisions in Part 2 of Appendix C1 to the GEM Listing Rules during the review period - For the six months ended **June 30, 2025**, the Group complied with the code provisions of the Corporate Governance Code set out in Part 2 of Appendix C1 to the GEM Listing Rules during the review period[92](index=92&type=chunk) [Code of Conduct Regarding Securities Transactions by Directors](index=41&type=section&id=%E6%9C%89%E9%97%9C%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E4%B9%8B%E8%A1%8C%E7%82%BA%E5%AE%88%E5%89%87) The Company adopted GEM Listing Rules' dealing rules, and all Directors confirmed compliance with the code of conduct during the review period - The Company has adopted the required dealing rules set out in Rules **5.48 to 5.67** of the GEM Listing Rules as its code of conduct regarding securities transactions by Directors[93](index=93&type=chunk) - Following specific enquiries with all Directors, all Directors confirmed their compliance with the required dealing rules and the code of conduct regarding securities transactions by Directors throughout the review period[93](index=93&type=chunk) [Competing Interests](index=41&type=section&id=%E7%AB%B6%E7%88%AD%E6%AC%8A%E7%9B%8A) Directors, controlling shareholders, and their associates confirmed no competing business or interests with the Group during the review period and up to the report date - During the review period and up to the date of this report, each Director or controlling shareholder and their respective close associates confirmed that they had no business or interests in any company that competes or may compete with the Group's business[94](index=94&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=41&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B9%8B%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the review period - During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[95](index=95&type=chunk) [Directors' and Chief Executive's Interests in Shares and Underlying Shares of the Company and Associated Corporations](index=42&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%9C%80%E9%AB%98%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E5%8F%8A%E7%9B%B8%E8%81%AF%E6%B3%95%E5%9C%98%E7%9A%84%E8%82%A1%E4%BB%BD%E5%8F%8A%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E4%B9%8B%E6%AC%8A%E7%9B%8A) As at **June 30, 2025**, Mr. Lu Tianshun, Mr. Wong Chun Hung, and Mr. Yuen Lai Him held **48.61%** of the Company's issued shares through Ace Kingdom Enterprises Corporation Directors' Long Positions in the Company's Shares (As at June 30, 2025) | Name | Capacity | Total Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lu Tianshun | Interest in a controlled corporation | 97,725,600 | 48.61% | | Mr. Wong Chun Hung | Interest in a controlled corporation | 97,725,600 | 48.61% | | Mr. Yuen Lai Him | Interest in a controlled corporation | 97,725,600 | 48.61% | - Mr. Lu, Mr. Wong, and Mr. Yuen are deemed to have an interest in the Company's shares held by Ace Kingdom, which is owned by multiple entities and individuals[100](index=100&type=chunk) [Substantial Shareholders' Interests and Short Positions in the Company's Shares and Underlying Shares](index=44&type=section&id=%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E8%82%A1%E4%BB%BD%E5%8F%8A%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E4%B8%AD%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) As at **June 30, 2025**, substantial shareholders, including Ace Kingdom, CMI Financial Holding, and China Orient Asset Management, held significant proportions of the Company's shares Substantial Shareholders' Long Positions in Shares (As at June 30, 2025) | Shareholder Name/Entity | Capacity | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ace Kingdom | Beneficial owner | 97,725,600 | 48.61% | | Boomerang Investment Limited | Interest in a controlled corporation | 97,725,600 | 48.61% | | Mr. Kwok Yee Chek | Interest in a controlled corporation | 97,725,600 | 48.61% | | Billion Supreme Holdings Limited | Interest in a controlled corporation | 97,725,600 | 48.61% | | CMI Financial Holding Company Limited | Beneficial owner | 27,600,000 | 13.73% | | CMI Asia Asset Management Co., Ltd. | Interest in a controlled corporation | 27,600,000 | 13.73% | | China Minsheng Investment Corp., Ltd. | Interest in a controlled corporation | 27,600,000 | 13.73% | | China Orient Asset Management Co. | Beneficial owner | 12,400,000 | 6.17% | - Ace Kingdom is a company with interests held by Boomerang Investment Limited (**36%**), Mr. Kwok Yee Chek (**35%**), Billion Supreme Holdings Limited (**20%**), and Mr. Yuen Lai Him (**9%**), respectively[103](index=103&type=chunk) - CMI Financial Holding Company Limited is wholly owned by CMI Asia, which is wholly owned by China Minsheng Investment[103](index=103&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴該等 內容而引致之任何損失承擔任何責任。 非凡領越有限公司 （於開曼群島註冊成立之有限公司） （股份代號：933） 二零二五年中期業績公告 非凡領越有限公司（「本公司」，連同其附屬公司「本集團」）董事（「董事」）會（「董事會」）宣佈本集團 截至二零二五年六月三十日止六個月之未經審核綜合業績。 | 財務摘要 | | | | | --- | --- | --- | --- | | | 截至六月三十日止六個月 | | | | | 二零二五年 | 二零二四年 | | | | 千港元 | 千港元 | 變動(%) | | 收益 | 4,810,470 | 5,099,917 | (5.7%) | | 毛利 | 2,205,955 | 2,372,059 | (7.0%) | | 本公司權益持有人應佔溢利 | 181,503 | 112,807 | 60.9% | | （附註） 經調整後EBITDA | 610,077 | 536,920 | 13.6% | ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任 何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 （於百慕達註冊成立之有限公司） （股份代號：1045） * 二零二五年中期業績公佈 主席報告書 亞太衛星控股有限公司（「本公司」）董事會（「董事會」）欣然宣佈本公司及其附屬公 司（「本集團」）截至二零二五年六月三十日止六個月未經審核中期業績。 本中期業績已經本公司審核及風險管理委員會（「審核及風險管理委員會」）及獨立 核數師審閱。 中期業績 業務回顧 在軌衛星 二零二五年上半年，本集團之在軌亞太系列衛星包括亞太5C衛星、亞太6C衛星、 亞太7號衛星、亞太9號衛星、亞太6D衛星（由本集團之聯營公司亞太衛星寬帶通 信（深圳）有限公司（「亞太星通」）運營）、亞太6E衛星（由本集團之聯營公司亞太 星聯衛星有限公司（「亞太星聯」）運營），及地面衛星測控系統均保持良好運行狀態， 持續為本集團之客戶提供穩定及可靠的優質服務。 本集團衛星組合構成了對亞洲、歐洲、非洲和大洋洲的超大覆蓋和超強服務能力， 服務於超過全球75 ...

Interim Results Announcement [Performance Highlights](index=1&type=section&id=Performance%20Highlights) H1 2025 unaudited interim results show 4.7% adjusted net profit growth despite year-on-year declines in revenue and gross profit, demonstrating sustained profitability Key Financial Data Summary for H1 2025 | Metric | H1 2025 (RMB million) | H1 2024 (RMB million) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 286.3 | 404.1 | -29.1 | | Gross Profit | 191.8 | 296.1 | -35.2 | | Net Profit | 134.3 | 947.9 | -85.8 | | Adjusted Net Profit | 135.8 | 129.7 | +4.7 | - Adjusted net profit (non-IFRS measure) increased by **4.7%** from **RMB 129.7 million** in H1 2024 to **RMB 135.8 million** in H1 2025[6](index=6&type=chunk) Interim Condensed Consolidated Financial Statements [Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) H1 2025 revenue decreased, and profit for the period significantly declined, primarily due to the impact of preferred share fair value changes Key Data from Statement of Profit or Loss and Other Comprehensive Income | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 286,346 | 404,130 | | Cost of Services | (94,594) | (107,996) | | Gross Profit | 191,752 | 296,134 | | Research and Development Expenses | (65,480) | (74,171) | | Selling and Marketing Expenses | (66,056) | (77,927) | | Administrative Expenses | (35,139) | (14,304) | | Fair Value Change of Preferred Shares | – | 870,196 | | Profit and Total Comprehensive Income for the Period | 134,303 | 947,884 | | Basic EPS (RMB) | 0.14 | 2.85 | | Diluted EPS (RMB) | 0.13 | 0.08 | - In H1 2025, fair value change of preferred shares was zero, compared to a gain of **RMB 870,196 thousand** in H1 2024, which was the primary reason for significant net profit fluctuation[7](index=7&type=chunk) [Interim Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total net assets increased, driven by growth in net current assets, financial assets at fair value, and bank balances and cash Key Data from Statement of Financial Position | Metric | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Non-current Assets | 149,508 | 196,088 | | Current Assets | 1,914,666 | 1,752,913 | | Current Liabilities | 600,592 | 619,212 | | Net Current Assets | 1,314,074 | 1,133,701 | | Net Assets | 1,461,271 | 1,325,483 | | Total Equity | 1,461,271 | 1,325,483 | - Financial assets at fair value through profit or loss significantly increased from **RMB 242,394 thousand** as of December 31, 2024, to **RMB 403,650 thousand** as of June 30, 2025[8](index=8&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=4&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Net cash from operating activities significantly increased, while investing activities saw a net outflow, primarily for financial asset purchases and time deposits Key Data from Statement of Cash Flows | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Net Cash from Operating Activities | 56,180 | 4,025 | | Net Cash (Used in)/Generated from Investing Activities | (111,605) | 142,683 | | Net Cash (Used in)/Generated from Financing Activities | (3,187) | 204,570 | | Net (Decrease)/Increase in Cash and Cash Equivalents | (58,612) | 351,278 | | Cash and Cash Equivalents at Period-End | 998,444 | 1,036,805 | - Net cash from operating activities significantly increased, reflecting improved cash generation from core business operations. Cash outflow from investing activities was primarily for purchasing financial assets at fair value through profit or loss (**RMB 113,383 thousand**) and increasing time deposits (**RMB 84,217 thousand**)[12](index=12&type=chunk)[114](index=114&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section details H1 2025 financial statement notes, covering accounting policies, revenue segments, income/expense breakdowns, asset/liability, equity, share-based payments, and related party transactions [1. General Information and Basis of Preparation](index=6&type=section&id=Note%201%20General%20Information%20and%20Basis%20of%20Preparation) The company, incorporated in 2014, provides ride-sharing and smart taxi services in China, listed on HKEX in June 2024, and prepares financial statements in RMB - The company successfully listed on the Main Board of The Stock Exchange of Hong Kong Limited on **June 28, 2024**[14](index=14&type=chunk) - Its principal business is providing ride-sharing platform services and smart taxi services in China[13](index=13&type=chunk) [2. New and Revised IFRSs](index=6&type=section&id=Note%202%20New%20and%20Revised%20IFRSs) The Group first adopted IAS 21 (Amendment) 'Lack of Exchangeability' from January 1, 2025, without changes to accounting policies or retrospective adjustments - The Group first adopted IAS 21 (Amendment) "Lack of Exchangeability" from **January 1, 2025**[16](index=16&type=chunk) - The adoption of the newly revised standard did not result in changes to accounting policies or retrospective adjustments[16](index=16&type=chunk) [3. Revenue and Segment Information](index=7&type=section&id=Note%203%20Revenue%20and%20Segment%20Information) Company revenue primarily derives from ride-sharing platform services, with H1 2025 total revenue decreasing, all generated from China with no single major customer Revenue by Service Category | Service Category | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Ride-sharing Platform Services | 274,649 | 389,228 | | Smart Taxi Services | 2,497 | 3,097 | | Advertising and Related Services | 9,200 | 11,805 | | **Total** | **286,346** | **404,130** | - Ride-sharing platform service revenue accounted for the highest proportion, **RMB 274,649 thousand** in H1 2025, representing **95.9%** of total revenue[17](index=17&type=chunk)[85](index=85&type=chunk) - All revenue is generated from China, and all non-current assets are located in China, thus no geographical segment information is presented[20](index=20&type=chunk) [4. Other Income](index=9&type=section&id=Note%204%20Other%20Income) H1 2025 other income increased, primarily due to higher interest income from bank balances and loans to an associated company Other Income Details | Income Source | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest Income from Bank Balances and Restricted Cash | 10,804 | 10,363 | | Interest Income from Loan to an Associated Company | 691 | – | | Government Grants | 219 | 162 | | Others | 299 | – | | **Total** | **12,013** | **10,525** | - Interest income from a loan to an associated company increased from zero in H1 2024 to **RMB 691 thousand** in H1 2025[23](index=23&type=chunk) [5. Other Gains and Losses](index=9&type=section&id=Note%205%20Other%20Gains%20and%20Losses) H1 2025 other gains and losses significantly increased, primarily driven by substantial fair value gains on financial assets at fair value through profit or loss Other Gains and Losses Details | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Fair Value Gains on Financial Assets at Fair Value Through Profit or Loss | 81,248 | 1,080 | | Foreign Exchange (Losses)/Gains | (2,395) | 5 | | Litigation Gains/(Losses) | 1,893 | (374) | | Donations | (210) | (385) | | Others | (1) | 127 | | **Total** | **80,535** | **453** | - Fair value gains on financial assets at fair value through profit or loss significantly increased from **RMB 1,080 thousand** in H1 2024 to **RMB 81,248 thousand** in H1 2025[25](index=25&type=chunk) [6. Income Tax Expense](index=10&type=section&id=Note%206%20Income%20Tax%20Expense) H1 2025 deferred tax expense significantly decreased compared to the prior year Income Tax Expense | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Deferred Tax Expense | (267) | (10,479) | [7. Profit for the Period](index=10&type=section&id=Note%207%20Profit%20for%20the%20Period) The Group's profit for the period is derived after various deductions, with total staff costs increasing in H1 2025 Key Deductions for Profit for the Period | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Staff Costs | 121,827 | 111,116 | | Depreciation of Property and Equipment | 1,219 | 1,435 | | Depreciation of Right-of-use Assets | 2,965 | 3,057 | | Driver and Passenger Incentives | 32,229 | 51,859 | | Third-party Payment Processing Fees | 17,604 | 27,251 | | Insurance Costs | 9,089 | 11,459 | | Listing Expenses | – | 37,187 | - Total staff costs increased from **RMB 111,116 thousand** in H1 2024 to **RMB 121,827 thousand** in H1 2025, primarily due to increased salaries and bonuses[27](index=27&type=chunk) [8. Earnings Per Share](index=11&type=section&id=Note%208%20Earnings%20Per%20Share) H1 2025 basic and diluted EPS significantly decreased, primarily due to preferred share fair value changes and increased weighted average ordinary shares Earnings Per Share Calculation Data | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit for the Period Attributable to Owners of the Company for Basic EPS (RMB thousand) | 134,303 | 947,884 | | Profit for Diluted EPS (RMB thousand) | 134,303 | 77,688 | | Weighted Average Number of Ordinary Shares for Basic EPS | 986,773,604 | 332,291,525 | | Weighted Average Number of Ordinary Shares for Diluted EPS | 1,009,859,788 | 951,289,406 | | Basic EPS (RMB) | 0.14 | 2.85 | | Diluted EPS (RMB) | 0.13 | 0.08 | - In H1 2024, the fair value change of preferred shares (**RMB 870,196 thousand**) had a significant impact on the diluted EPS calculation[30](index=30&type=chunk) [9. Dividends](index=11&type=section&id=Note%209%20Dividends) For H1 2025, the company neither paid, declared, nor proposed any dividends to ordinary shareholders - No dividends were paid, declared, or proposed to the company's ordinary shareholders during this interim period[31](index=31&type=chunk) [10. Property and Equipment](index=11&type=section&id=Note%2010%20Property%20and%20Equipment) In H1 2025, the Group acquired property and equipment, while in the prior year, a profit was generated from asset disposal - In H1 2025, the Group acquired property and equipment of approximately **RMB 146 thousand**[32](index=32&type=chunk) - In H1 2024, the disposal of plant and machinery with a total carrying amount of **RMB 16 thousand** generated cash proceeds of **RMB 40 thousand**, resulting in a disposal profit of **RMB 24 thousand**[32](index=32&type=chunk) [11. Right-of-use Assets](index=11&type=section&id=Note%2011%20Right-of-use%20Assets) In H1 2025, the Group did not renew or enter new lease agreements, unlike the prior year when new leases were recognized - In H1 2025, the Group did not renew any existing lease agreements or enter into any new lease agreements[33](index=33&type=chunk) - In H1 2024, right-of-use assets of **RMB 11,451 thousand** and lease liabilities of **RMB 11,355 thousand** were recognized[33](index=33&type=chunk) [12. Trade Receivables](index=12&type=section&id=Note%2012%20Trade%20Receivables) As of June 30, 2025, net trade receivables decreased, with most receivables due within 90 days Net Trade Receivables | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Receivables for Advertising and Other Services | 5,638 | 8,261 | | Less: Provision for Credit Losses | (2,384) | (2,446) | | **Net Trade Receivables** | **3,254** | **5,815** | - Net trade receivables decreased from **RMB 5,815 thousand** as of December 31, 2024, to **RMB 3,254 thousand** as of June 30, 2025[34](index=34&type=chunk) [13. Prepayments, Deposits and Other Receivables](index=13&type=section&id=Note%2013%20Prepayments,%20Deposits%20and%20Other%20Receivables) As of June 30, 2025, total prepayments, deposits, and other receivables decreased, primarily comprising prepaid advertising and amounts due from payment platforms Prepayments, Deposits and Other Receivables Details | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Non-current Prepaid Expenses | 65,800 | 71,776 | | Current Prepaid Expenses | 25,426 | 30,971 | | Amounts Due from Payment Platforms | 13,624 | 17,686 | | Amounts Due from Aggregation Platforms | 6,161 | 5,377 | | Deposits | 743 | 134 | | Others | 269 | 921 | | Less: Provision for Credit Losses | (85) | (73) | | **Total** | **46,138** | **55,016** | - Non-current prepaid expenses, primarily for advertising services over 2 to 3 years, amounted to **RMB 65,800 thousand** as of June 30, 2025[36](index=36&type=chunk) [14. Financial Assets at Fair Value Through Profit or Loss](index=14&type=section&id=Note%2014%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) As of June 30, 2025, total financial assets at fair value through profit or loss significantly increased, mainly including investments in listed entities and wealth management products Financial Assets at Fair Value Through Profit or Loss Details | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | – Investments in Listed Entities | 130,411 | – | | – Wealth Management Products | 273,239 | 242,394 | | **Total** | **403,650** | **242,394** | - New investments in listed entities of **RMB 130,411 thousand** were added in H1 2025[37](index=37&type=chunk) [15. Trade and Other Payables](index=14&type=section&id=Note%2015%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables slightly decreased, primarily comprising amounts payable to users for collected fares Trade and Other Payables Details | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Amounts Payable to Users | 515,938 | 532,566 | | Accrued Salaries | 26,997 | 33,531 | | Trade Payables | 29,907 | 21,171 | | Other Taxes Payable | 5,439 | 9,074 | | Accrued Expenses | 7,044 | 7,864 | | Others | 10,543 | 9,235 | | **Total** | **595,868** | **613,441** | - Amounts payable to users constitute the majority of trade and other payables, representing fares collected on behalf of private car owners and taxi drivers[38](index=38&type=chunk) [16. Share Capital](index=15&type=section&id=Note%2016%20Share%20Capital) As of June 30, 2025, issued ordinary shares totaled RMB 698 thousand, with changes primarily due to post-listing share issuance, preferred share conversion, and employee incentive plans Share Capital Movement | Item | Number of Ordinary Shares | Amount (RMB thousand) | | :--- | :--- | :--- | | January 1, 2024 | 336,569,540 | 212 | | Shares Issued After Listing | 39,091,000 | 28 | | Automatic Conversion of Preferred Shares to Ordinary Shares After Listing | 618,319,313 | 440 | | December 31, 2024 and January 1, 2025 | 993,979,853 | 680 | | Shares Issued for Employee Incentive Plans | 24,360,512 | 18 | | **June 30, 2025** | **1,018,340,365** | **698** | - After listing, preferred shares were automatically converted into **618,319,313** ordinary shares at a fair value of **HK$6.00** per share[43](index=43&type=chunk) [17. Share-based Payments](index=15&type=section&id=Note%2017%20Share-based%20Payments) H1 2025 share-based payment expenses significantly decreased by 89.9% year-on-year, primarily due to the reversal of share options from forfeited unvested options Share-based Payment Expenses | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Time-based Share Options | (1,688) | 13,471 | | Granted in 2020 | 652 | 1,384 | | Granted in 2025 | 2,521 | – | | **Total** | **1,485** | **14,855** | - Time-based share options resulted in a reversal of **RMB (1,688) thousand** in H1 2025, compared to an expense of **RMB 13,471 thousand** in H1 2024[42](index=42&type=chunk) - On December 31, 2024, the company repriced certain share options, reducing the exercise price to **US$0.0001** per share, leading to the recognition of an incremental fair value of **RMB 1,817 thousand** as an expense in H1 2025[50](index=50&type=chunk) [18. Fair Value Measurement](index=20&type=section&id=Note%2018%20Fair%20Value%20Measurement) The Group's fair value measurements use a three-level hierarchy, with H1 2025 financial assets at fair value primarily comprising investments in listed entities (Level 1) and wealth management products (Level 2) Fair Value Measurement Hierarchy | Item | Level 1 (RMB thousand) | Level 2 (RMB thousand) | Level 3 (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Investments in Listed Entities | 130,411 | – | – | 130,411 | | Wealth Management Products | – | 273,239 | – | 273,239 | | **Total** | **130,411** | **273,239** | **–** | **403,650** | - The fair value of wealth management products is estimated using discounted cash flow valuation techniques, based on contractual terms and discounted at a rate reflecting counterparty credit risk[69](index=69&type=chunk) [19. Related Party Disclosures](index=21&type=section&id=Note%2019%20Related%20Party%20Disclosures) The Group engaged in related party transactions, including interest income from a loan to Youxin (Anhui) Industrial Investment Group Co., Ltd., which was fully repaid on April 9, 2025 Related Party Transactions and Balances | Related Party Name | Nature of Transaction (H1 2025) | Nature of Balance (June 30, 2025) | | :--- | :--- | :--- | | Youxin (Anhui) Industrial Investment Group Co., Ltd. | Interest Income: 691 thousand RMB | Loan and Interest Receivable: – | | NIO Automobile Sales and Service Co., Ltd. | Advertising Services: 934 thousand RMB | Amounts Due from Related Companies: 990 thousand RMB | - The loan to Youxin (Anhui) Industrial Investment Group Co., Ltd. was fully repaid on **April 9, 2025**[74](index=74&type=chunk) - Total remuneration for directors and other key management personnel increased from **RMB 6,183 thousand** in H1 2024 to **RMB 20,579 thousand** in H1 2025, primarily due to increased bonuses[71](index=71&type=chunk) [20. Events After the Reporting Period](index=22&type=section&id=Note%2020%20Events%20After%20the%20Reporting%20Period) No significant events after the reporting period require disclosure as of June 30, 2025 - No significant events after the reporting period require disclosure as of **June 30, 2025**[72](index=72&type=chunk) [21. Approval of Financial Statements](index=22&type=section&id=Note%2021%20Approval%20of%20Financial%20Statements) The Board of Directors approved and authorized the publication of the interim financial statements on August 22, 2025 - The Board of Directors approved and authorized the publication of the interim financial statements on **August 22, 2025**[73](index=73&type=chunk) Management Discussion and Analysis [Business Review](index=23&type=section&id=Business%20Review) Dida Chuxing, a technology-driven mobility platform, provides ride-sharing and smart taxi services, with H1 2025 adjusted net profit growing 4.7%, demonstrating sustained profitability - As of **June 30, 2025**, Dida Chuxing had over **395 million** registered users[75](index=75&type=chunk) - In H1 2025, total revenue was **RMB 286.3 million**, and adjusted net profit increased by **4.7%** year-on-year to **RMB 135.8 million**[75](index=75&type=chunk) [Ride-sharing Business](index=23&type=section&id=Ride-sharing%20Business) The ride-sharing business, available in 366 cities, had 19.9 million certified private car owners as of June 30, 2025 - As of **June 30, 2025**, ride-sharing services were available in **366** cities nationwide, with **19.9 million** certified private car owners on the platform[76](index=76&type=chunk) Key Operating Data for Ride-sharing Business (H1 2025) | Metric | Data | | :--- | :--- | | Transaction Value | RMB 2,608 million | | Number of Orders | 43.2 million | [Taxi Business](index=23&type=section&id=Taxi%20Business) Smart taxi services offer ride-hailing solutions and the Phoenix Taxi Cloud Platform, with services available in 96 cities across China as of June 30, 2025 - Smart taxi services have been launched, focusing on ride-hailing solutions, and the Phoenix Taxi Cloud Platform has been introduced for taxi companies and associations[77](index=77&type=chunk) - As of **June 30, 2025**, taxi ride-hailing services were available in **96** cities in China[77](index=77&type=chunk) [Outlook](index=24&type=section&id=Outlook) The company will optimize ride-sharing user experience, launch aggregated mobility services, and promote dynamic pricing for taxi services, offering more after-sales services - Continued optimization of the station-based carpooling ride-sharing model aims to reduce driver detours and passenger fares[79](index=79&type=chunk) - Plans to launch aggregated mobility services, collaborating with compliant capacity platforms to address unmet ride-sharing demands[80](index=80&type=chunk) - Plans to partner with third parties to offer more after-sales services for private car owners, including maintenance, financing, insurance, and used car transactions[81](index=81&type=chunk) - The taxi business will continue to collaborate with local authorities, industry associations, taxi companies, and drivers to promote dynamic pricing solutions[82](index=82&type=chunk) [Financial Review](index=25&type=section&id=Financial%20Review) This section reviews Dida Chuxing's H1 2025 financial performance, noting overall revenue decline but adjusted net profit growth, reflecting efforts in cost control and efficiency improvement [Revenue](index=25&type=section&id=Revenue) H1 2025 total revenue decreased by 29.1% year-on-year, with declines in ride-sharing due to competition, smart taxi due to strategic adjustments, and advertising due to macroeconomic impacts Revenue Breakdown by Business Line | Business Line | H1 2025 (RMB thousand) | Share (%) | H1 2024 (RMB thousand) | Share (%) | | :--- | :--- | :--- | :--- | :--- | | Ride-sharing Platform Services | 274,649 | 95.9 | 389,228 | 96.3 | | Smart Taxi Services | 2,497 | 0.9 | 3,097 | 0.8 | | Advertising and Other Services | 9,200 | 3.2 | 11,805 | 2.9 | | **Total** | **286,346** | **100.0** | **404,130** | **100.0** | - The decrease in ride-sharing platform service revenue was primarily due to increased competition in the mobility industry, leading to a reduction in completed orders[87](index=87&type=chunk) - The decline in smart taxi service revenue was mainly due to a strategic shift from online ride-hailing to an integrated hailing and online model, which has not yet begun monetization[87](index=87&type=chunk) [Cost of Services](index=26&type=section&id=Cost%20of%20Services) H1 2025 cost of services decreased by 12.4% year-on-year, with reductions across segments due to lower transaction volume, fewer completed orders, and programmatic advertising expansion Cost of Services Breakdown by Business Line | Business Line | H1 2025 (RMB thousand) | Share (%) | H1 2024 (RMB thousand) | Share (%) | | :--- | :--- | :--- | :--- | :--- | | Ride-sharing Platform Services | 90,131 | 95.2 | 100,536 | 93.1 | | Smart Taxi Services | 3,554 | 3.8 | 5,473 | 5.1 | | Advertising and Other Services | 909 | 1.0 | 1,987 | 1.8 | | **Total** | **94,594** | **100.0** | **107,996** | **100.0** | - The decrease in ride-sharing platform service costs was primarily due to lower payment processing fees resulting from reduced total transaction value, decreased insurance costs due to fewer completed orders, and reduced subsidies for private car owners[90](index=90&type=chunk) - The decrease in advertising and other service costs was mainly due to the expansion of programmatic advertising services, which are more cost-effective[91](index=91&type=chunk) [Gross Profit/(Loss) and Gross Margin](index=27&type=section&id=Gross%20Profit%2F(Loss)%20and%20Gross%20Margin) H1 2025 gross profit was RMB 191.8 million, with gross margin declining to 67.0%, reflecting decreased ride-sharing margin, improved smart taxi loss margin, and increased advertising margin Gross Profit and Gross Margin Breakdown by Business Line | Business Line | H1 2025 Gross Profit (RMB thousand) | H1 2025 Gross Margin (%) | H1 2024 Gross Profit (RMB thousand) | H1 2024 Gross Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Ride-sharing Platform Services | 184,518 | 67.2 | 288,692 | 74.2 | | Smart Taxi Services | (1,057) | (42.3) | (2,376) | (76.7) | | Advertising and Other Services | 8,291 | 90.1 | 9,818 | 83.2 | | **Total** | **191,752** | **67.0** | **296,134** | **73.3** | - The decrease in ride-sharing platform service gross margin was primarily due to increased commissions from third-party aggregation platform collaborations and higher technical infrastructure operation and maintenance service fees[94](index=94&type=chunk) - The smart taxi service gross loss margin improved, but revenue decreased, reflecting the initial phase of strategic transformation[94](index=94&type=chunk) [Other Income](index=28&type=section&id=Other%20Income) H1 2025 other income increased, primarily due to higher interest income from bank balances and loans to an associated company - Other income increased from **RMB 10.5 million** in H1 2024 to **RMB 12.0 million** in H1 2025[96](index=96&type=chunk) - The increase was primarily due to higher interest income from increased bank balances and restricted cash, and interest income from a loan to an associated company[96](index=96&type=chunk) [Other Gains and Losses](index=28&type=section&id=Other%20Gains%20and%20Losses) H1 2025 other gains significantly increased, primarily driven by substantial fair value gains on financial assets at fair value through profit or loss - Other gains significantly increased from **RMB 0.5 million** in H1 2024 to **RMB 80.5 million** in H1 2025[97](index=97&type=chunk) - The increase was primarily due to increased fair value gains on financial assets at fair value through profit or loss[97](index=97&type=chunk) [Impairment Loss Reversal/Impairment Loss recognised under Expected Credit Loss Model](index=28&type=section&id=Impairment%20Loss%20Reversal%2FImpairment%20Loss%20recognised%20under%20Expected%20Credit%20Loss%20Model) H1 2025 recorded an impairment loss reversal under the expected credit loss model, compared to an impairment loss in the prior year, mainly due to a loan impairment reversal - In H1 2025, an impairment loss reversal of **RMB 18.6 million** was recorded under the expected credit loss model[98](index=98&type=chunk) - In the prior year, an impairment loss of **RMB 0.3 million** was recorded, primarily due to the reversal of impairment for a loan to associated company Youxin Co., Ltd., which was fully repaid on **April 9, 2025**[98](index=98&type=chunk) [Selling and Marketing Expenses](index=28&type=section&id=Selling%20and%20Marketing%20Expenses) H1 2025 selling and marketing expenses decreased by 15.2% year-on-year, due to prudent promotion, precise marketing, and reduced customer service outsourcing - Selling and marketing expenses decreased from **RMB 77.9 million** in H1 2024 to **RMB 66.1 million** in H1 2025[99](index=99&type=chunk) - The decrease was primarily due to prudent promotion strategies and more precise algorithm-driven marketing methods, leading to reduced user subsidies and incentives, as well as marketing and promotion expenses[99](index=99&type=chunk) [Administrative Expenses](index=28&type=section&id=Administrative%20Expenses) H1 2025 administrative expenses increased by 145.5% year-on-year, mainly due to higher employee bonuses and professional service fees - Administrative expenses increased from **RMB 14.3 million** in H1 2024 to **RMB 35.1 million** in H1 2025[100](index=100&type=chunk) - The increase was primarily due to higher employee bonuses and increased professional service fees paid to relevant professionals[100](index=100&type=chunk) [Research and Development Expenses](index=29&type=section&id=Research%20and%20Development%20Expenses) H1 2025 research and development expenses decreased by 11.8% year-on-year, primarily due to reduced employee expenses from fewer R&D personnel - Research and development expenses decreased from **RMB 74.2 million** in H1 2024 to **RMB 65.5 million** in H1 2025[101](index=101&type=chunk) - The decrease was primarily due to reduced employee expenses resulting from a decrease in the number of R&D personnel[101](index=101&type=chunk) [Fair Value Change of Preferred Shares](index=29&type=section&id=Fair%20Value%20Change%20of%20Preferred%20Shares) H1 2025 recorded no gain or loss from preferred share fair value changes, unlike the prior year's significant gain due to post-listing conversion - In H1 2025, the company recorded no gain or loss from fair value changes of preferred shares[102](index=102&type=chunk) - A gain of **RMB 870.2 million** was recorded in H1 2024, primarily due to the automatic conversion of preferred shares to ordinary shares at fair value after the company's listing[102](index=102&type=chunk) [Share-based Payment Expenses](index=29&type=section&id=Share-based%20Payment%20Expenses) H1 2025 share-based payment expenses significantly decreased by 89.9% year-on-year, primarily due to the reversal of share options from forfeited unvested options - Share-based payment expenses decreased from **RMB 14.9 million** in H1 2024 to **RMB 1.5 million** in H1 2025[103](index=103&type=chunk) - The decrease was primarily due to the reversal of share-based payment expenses arising from share options, as unvested share options granted to resigned employees were forfeited during the six months ended **June 30, 2025**[103](index=103&type=chunk) [Finance Costs](index=29&type=section&id=Finance%20Costs) H1 2025 finance costs slightly decreased, primarily due to a reduction in interest on lease liabilities - Finance costs decreased from **RMB 0.17 million** in H1 2024 to **RMB 0.15 million** in H1 2025[104](index=104&type=chunk) - The decrease was primarily due to a reduction in interest on lease liabilities[104](index=104&type=chunk) [Profit Before Tax](index=29&type=section&id=Profit%20Before%20Tax) H1 2025 profit before tax significantly decreased, primarily impacted by factors such as preferred share fair value changes - Profit before tax decreased from **RMB 958.4 million** in H1 2024 to **RMB 134.6 million** in H1 2025[105](index=105&type=chunk) [Income Tax Expense](index=29&type=section&id=Income%20Tax%20Expense) H1 2025 income tax expense significantly decreased, mainly due to the utilization of deferred tax assets to offset current period profit - Income tax expense decreased from **RMB 10.5 million** in H1 2024 to **RMB 0.3 million** in H1 2025[106](index=106&type=chunk) - The decrease was primarily due to the utilization of deferred tax assets to offset current period profit[106](index=106&type=chunk) [Profit for the Period](index=30&type=section&id=Profit%20for%20the%20Period) H1 2025 net profit significantly decreased, primarily influenced by the fair value change of preferred shares - Net profit for the period decreased from **RMB 947.9 million** in H1 2024 to **RMB 134.3 million** in H1 2025[107](index=107&type=chunk) [Adjusted Net Profit for the Period (Non-IFRS Measure)](index=30&type=section&id=Adjusted%20Net%20Profit%20for%20the%20Period%20(Non-IFRS%20Measure)) Adjusted net profit (non-IFRS measure) increased by 4.7%, providing a clearer view of operating performance after adjusting for non-recurring items Reconciliation of Adjusted Net Profit for the Period | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Profit for the Period | 134,303 | 947,884 | | Share-based Payment Expenses | 1,485 | 14,855 | | Fair Value Change of Preferred Shares | – | (870,196) | | Listing Expenses | – | 37,187 | | **Adjusted Net Profit for the Period** | **135,788** | **129,730** | - Adjusted net profit (non-IFRS measure) increased by **4.7%** year-on-year, indicating improved profitability after excluding non-cash and non-recurring items[111](index=111&type=chunk) [Liquidity and Sources of Working Capital](index=30&type=section&id=Liquidity%20and%20Sources%20of%20Working%20Capital) Company cash is used for working capital and financial asset purchases, with current assets increasing due to financial assets and net cash from operating activities - Current assets increased from **RMB 1,752.9 million** as of December 31, 2024, to **RMB 1,914.7 million** as of June 30, 2025[113](index=113&type=chunk) - The increase was primarily due to an increase in financial assets at fair value through profit or loss and net cash generated from operating activities[113](index=113&type=chunk) [Cash Flows](index=31&type=section&id=Cash%20Flows) As of June 30, 2025, cash and cash equivalents decreased, mainly due to purchases of financial assets and time deposits, despite significant growth in operating cash flow Cash Flow Summary | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Net Cash from Operating Activities | 56,180 | 4,025 | | Net Cash (Used in)/Generated from Investing Activities | (111,605) | 142,683 | | Net Cash (Used in)/Generated from Financing Activities | (3,187) | 204,570 | | Net (Decrease)/Increase in Cash and Cash Equivalents | (58,612) | 351,278 | | Cash and Cash Equivalents at Period-End | 998,444 | 1,036,805 | - Cash and cash equivalents at period-end decreased, primarily due to purchases of financial assets at fair value through profit or loss and time deposits[114](index=114&type=chunk) [Capital Expenditure](index=31&type=section&id=Capital%20Expenditure) H1 2025 capital expenditure decreased, primarily for property and equipment acquisition - Total capital expenditure for H1 2025 was approximately **RMB 0.1 million**, primarily comprising the acquisition of property and equipment[117](index=117&type=chunk) [Capital Commitments](index=32&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no capital commitments - As of **June 30, 2025**, the Group had no capital commitments[118](index=118&type=chunk) [Indebtedness](index=32&type=section&id=Indebtedness) As of June 30, 2025, total indebtedness decreased, primarily comprising trade and other payables and lease liabilities, with no outstanding borrowings Indebtedness Details | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Current Debt: Trade and Other Payables | 595,868 | 613,441 | | Current Debt: Lease Liabilities | 4,724 | 5,771 | | Non-current Debt: Lease Liabilities | 2,311 | 4,306 | | **Total** | **602,903** | **623,518** | - As of **June 30, 2025**, the company had no outstanding borrowings or unutilized bank facilities[120](index=120&type=chunk) [Contingent Liabilities](index=32&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities, guarantees, or pending litigation - As of **June 30, 2025**, the Group had no significant contingent liabilities, guarantees, or any material pending or threatened litigation or claims against any member of the Group[121](index=121&type=chunk) [Pledge of Assets](index=32&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, the Group had not pledged any assets - As of **June 30, 2025**, the Group had not pledged any assets[122](index=122&type=chunk) [Key Financial Ratios](index=33&type=section&id=Key%20Financial%20Ratios) As of June 30, 2025, key financial ratios indicate good liquidity and a healthy debt level, with improved adjusted net profit margin Key Financial Ratios | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Gross Margin | 67.0% | 73.3% | | Adjusted Net Profit Margin | 47.4% | 32.1% | | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current Ratio | 318.8% | 283.1% | | Debt-to-Asset Ratio | 29.2% | 32.0% | - Adjusted net profit margin significantly increased from **32.1%** in H1 2024 to **47.4%** in H1 2025[124](index=124&type=chunk) - Both the current ratio and debt-to-asset ratio indicate a sound financial position for the company[124](index=124&type=chunk) [Foreign Currency Risk Management](index=33&type=section&id=Foreign%20Currency%20Risk%20Management) The company faces foreign currency risk from non-RMB denominated financial items and will implement hedging measures as necessary - The company faces foreign currency risk as some financial items are denominated in non-RMB currencies[125](index=125&type=chunk) - The company will continuously review economic conditions and foreign currency risks, implementing hedging measures as necessary to mitigate risks[125](index=125&type=chunk) Other Information [Use of Proceeds](index=34&type=section&id=Use%20of%20Proceeds) Net proceeds from the global offering were utilized for user expansion, technology enhancement, and monetization, with remaining funds expected to be fully used by December 31, 2025 Use of Proceeds from Global Offering | Purpose | Net Proceeds from Global Offering (HK$ million) | Utilized as of June 30, 2025 (HK$ million) | Unutilized as of June 30, 2025 (HK$ million) | | :--- | :--- | :--- | :--- | | Expanding User Base and Strengthening Marketing and Promotion Programs | 91.17 | 91.17 | – | | Enhancing Technological Capabilities and Upgrading Security Mechanisms | 63.82 | 63.82 | – | | Strengthening Monetization Capabilities | 27.35 | 22.85 | 4.50 | | **Total** | **182.34** | **177.84** | **4.50** | - The intended use of net proceeds remains unchanged, and the remaining amount is expected to be fully utilized by **December 31, 2025**[130](index=130&type=chunk) [Employees, Training and Remuneration Policy](index=35&type=section&id=Employees,%20Training%20and%20Remuneration%20Policy) As of June 30, 2025, the company had 368 employees with staff costs of RMB 121.8 million, utilizing a remuneration committee and share incentive plans for compensation and motivation - As of **June 30, 2025**, the company had **368** employees[131](index=131&type=chunk) - For the six months ended **June 30, 2025**, staff costs (including directors' emoluments and share-based payment expenses) were approximately **RMB 121.8 million**[131](index=131&type=chunk) - The company has adopted several share incentive schemes to provide equity incentives to the Group's employees, directors, and senior management[132](index=132&type=chunk) [Purchase, Sale or Redemption of the Company’s Listed Securities](index=35&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company%E2%80%99s%20Listed%20Securities) For H1 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities, and the company held no treasury shares - For the six months ended **June 30, 2025**, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[133](index=133&type=chunk) - As of **June 30, 2025**, the company held no treasury shares as defined by the Listing Rules[134](index=134&type=chunk) [Major Acquisitions and Disposals and Major Investments](index=35&type=section&id=Major%20Acquisitions%20and%20Disposals%20and%20Major%20Investments) For H1 2025, the Group had no major acquisitions, disposals, or major investments - For the six months ended **June 30, 2025**, the Group had no major acquisitions, disposals, or major investments[135](index=135&type=chunk) [Future Plans for Major Investments or Capital Assets](index=35&type=section&id=Future%20Plans%20for%20Major%20Investments%20or%20Capital%20Assets) Except as disclosed, as of June 30, 2025, the company had no detailed future plans for major investments or capital assets - Except as disclosed in the prospectus and the use of proceeds section of this announcement, as of **June 30, 2025**, the company had no detailed future plans for major investments or capital assets[136](index=136&type=chunk) [Interim Dividend](index=35&type=section&id=Interim%20Dividend) The Board of Directors resolved not to pay any interim dividend for H1 2025 - The Board of Directors resolved not to pay any interim dividend for the six months ended **June 30, 2025**[137](index=137&type=chunk) [Public Float](index=36&type=section&id=Public%20Float) As of this announcement date, the company has maintained a sufficient public float in accordance with the Listing Rules - As of the date of this announcement, the company has maintained a sufficient public float in accordance with the Listing Rules[138](index=138&type=chunk) [Compliance with Corporate Governance Code](index=36&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) For H1 2025, the company complied with the Corporate Governance Code, with the Chairman and CEO roles combined, which the Board believes benefits group management - For the six months ended **June 30, 2025**, the company has complied with the code provisions set out in the Corporate Governance Code[139](index=139&type=chunk) - The roles of Chairman and Chief Executive Officer are combined and held by Mr. Song Zhongjie, which the Board believes benefits the Group's management and business development[140](index=140&type=chunk) [Compliance with Model Code](index=36&type=section&id=Compliance%20with%20Model%20Code) All Directors confirmed compliance with the Model Code for H1 2025, and the company is unaware of any employee breaches - Each Director has confirmed compliance with the Model Code for the six months ended **June 30, 2025**[141](index=141&type=chunk) - For the six months ended **June 30, 2025**, the company is unaware of any instances of relevant employees breaching the Model Code[141](index=141&type=chunk) [Audit Committee and Review of Interim Financial Results](index=37&type=section&id=Audit%20Committee%20and%20Review%20of%20Interim%20Financial%20Results) The Audit Committee, comprising three independent non-executive directors, reviewed and approved the Group's H1 2025 unaudited interim financial information, confirming compliance - The Audit Committee comprises three independent non-executive directors, with Ms. Wu Wenjie serving as chairperson[142](index=142&type=chunk) - The Audit Committee has reviewed, and the Board has approved, the Group's unaudited interim condensed consolidated financial information for the six months ended **June 30, 2025**, and is satisfied that it has been prepared in accordance with applicable accounting standards and fairly presents the Group's financial position and results[143](index=143&type=chunk) [Events After Reporting Period](index=37&type=section&id=Events%20After%20Reporting%20Period) As of this announcement date, there are no significant events requiring disclosure since the end of the reporting period - As of the date of this announcement, there are no significant events requiring disclosure since the end of the reporting period[144](index=144&type=chunk) [Publication of 2025 Interim Results and 2025 Interim Report](index=37&type=section&id=Publication%20of%202025%20Interim%20Results%20and%202025%20Interim%20Report) This announcement is published on the HKEX and company websites, with the interim report to be published in due course - This announcement is published on the HKEX website (www.hkexnews.hk) and the company's website (www.didachuxing.com)[145](index=145&type=chunk) [Acknowledgement](index=37&type=section&id=Acknowledgement) The Board of Directors extends its sincere gratitude to customers, business partners, employees, management team, and shareholders - The Board of Directors extends its sincere gratitude for the trust of customers and business partners, the diligence, dedication, loyalty, and integrity of our employees and management team, and the continuous support of shareholders[146](index=146&type=chunk) Definitions