Modern Chinese Medicine Group Co., Ltd. 1643 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，概不對因本公告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。 根據該計劃，承授人可行使期權之期限須遵照董事會可能全權釐定並將通知各承授人之該計劃 條款及條件，惟該期限就任何特定期權而言不得超過自有關期權開始日期起計十(10)年。 由於該計劃已於2021年1月15日（即上市規則第17章新規定生效日期之前）生效，該計劃條款中 並未提及指定歸屬期。然而，董事會可在作出授予時視乎個別情況酌情施加歸屬期。 - 1 - 誠如2024年年報第58頁所披露，根據該計劃及其他計劃將予授出的全部購股權獲行使時可予發 行的股份數目上限，合共不得超過股份上市日期已發行股份的10%。由於自該計劃設立以來， 本公司並未根據該計劃授予任何期權，故根據該計劃授權限額可供授予之期權數目於2024年年 初及年末均為60,000,000份（即可根據該計劃發行60,000,000股股份）。 承董事會命 現代中藥集團 ...

Executive Compensation - The total compensation for the CEO, Chen Wei Qing, during the period he was entitled to the CEO salary was HKD 434,000, which includes a salary of HKD 429,000 and employer retirement benefits of HKD 5,000[2] - Chen Wei Qing served as the CEO until April 15, 2021, after which he was appointed as the Chief Operating Officer[2] Board of Directors - The board of directors includes executive directors Zheng Rong Bin, Zheng Jing Zhang, Zheng Jian Zhang, Ye Xiao Xia, and Shirley Marie Price, along with independent non-executive directors Mai Zhao Zhong, Xing Jia Wei, and Cui Jia Xing[5] Announcement Details - The announcement is a supplementary report regarding the annual report for the year ended December 31, 2021[2] - The announcement was made on December 18, 2025[5] - The announcement is for identification purposes only[6] Company Information - The company is registered in Bermuda and trades under the stock code 1005[2] Liability and Accuracy - The board of directors has not made any statements regarding the accuracy or completeness of the announcement[1] - The company does not accept any liability for losses arising from reliance on the content of the announcement[1] - The company maintains that other information in the annual report remains unchanged[3]

Financial Performance - For the six months ended September 30, 2025, the group's revenue was approximately HKD 81.06 million, an increase of 110.4% compared to HKD 38.54 million for the same period last year[9]. - The group's net profit for the reporting period was approximately HKD 35.66 million, a significant increase of 595.6% from HKD 5.13 million in the same period last year[9]. - Total revenue for the reporting period reached HKD 81,059,737, marking a 110.4% increase from HKD 38,535,218 in the previous year[17]. - The company reported a profit before tax of HKD 39,766,764, compared to HKD 5,468,694 for the same period last year, indicating a substantial increase of 627.5%[74]. - Net profit for the period was HKD 35,659,399, up from HKD 5,126,150 in the previous year, reflecting a growth of 694.5%[74]. - Basic and diluted earnings per share increased to HKD 5.40 from HKD 0.95, marking a rise of 468.4%[74]. Revenue Breakdown - Revenue from licensed financial services increased significantly by 415.8% to HKD 44,343,046, compared to HKD 8,596,612 in the same period last year, with underwriting services contributing HKD 38,831,633, a 440.2% increase[15]. - SaaS service revenue increased to HKD 20.41 million, representing 25.2% of total revenue, driven by investments and expanded application scenarios[14]. - The revenue from trading system services was HKD 9.12 million, a slight increase of 3.2% from HKD 8.84 million in the previous year, accounting for 11.3% of total revenue[12]. - The company's revenue from Hong Kong customers was HKD 68,138,000, while revenue from Chinese customers was HKD 12,922,000, showing a strong reliance on the Hong Kong market[86]. - The company has seen a significant increase in SaaS service revenue, which reached HKD 20,414,000 for the six months ended September 30, 2025, compared to HKD 13,471,000 in the previous year, indicating strong demand for cloud-based solutions[84]. User and Market Growth - As of September 30, 2025, the number of registered users reached approximately 869,920, an increase of 5.5% from 824,400 users a year earlier[9]. - The group aims to focus on customer needs and expand into more business scenarios in the future[14]. - The company has been expanding its integrated securities trading platform services, primarily targeting Hong Kong brokers and their clients[79]. - TradeGo Markets Limited, a wholly-owned subsidiary, commenced securities brokerage and trading services in September 2023 under the Securities and Futures Ordinance[80]. Financial Position and Assets - The company’s net current assets increased to HKD 319,458,842, up from HKD 163,263,718, indicating improved liquidity[24]. - Total assets as of September 30, 2025, amounted to HKD 364,682,362, compared to HKD 200,604,128 as of March 31, 2025, showing an increase of 81.7%[75]. - Cash and cash equivalents increased to HKD 222,842,583 from HKD 162,521,973, representing a growth of 37.1%[75]. - The company’s total liabilities, including trade and other payables, amounted to HKD 32,886,000 as of September 30, 2025, compared to HKD 27,879,000 at the end of March 2025, reflecting an increase in operational obligations[99]. Share Capital and Ownership - As of September 30, 2025, the total number of issued shares is 680,000,000[43]. - Liu Yong holds a total of 226,001,789 shares, representing 33.24% of the company's equity[41]. - The major shareholder, Maojia Holdings Limited, owns 154,264,654 shares, accounting for 22.69% of the total equity[44]. - The company has granted stock options to directors, including 6,500,000 shares to Liu Yong and Wan Yong each, and 1,800,000 shares to Zhang Wenhwa[43]. - The total number of shares held by Zhang Wenhwa is 33,701,582, which is 4.96% of the total equity[42]. Corporate Governance - The company confirmed compliance with the GEM Listing Rules regarding securities trading by directors during the reporting period[63]. - The company adhered to the corporate governance code as per GEM Listing Rules, with a noted exception regarding the roles of the Chairman and CEO being held by the same individual[64]. - The board will continue to review and consider separating the roles of Chairman and CEO at an appropriate time[65]. - There were no changes in the board of directors during the reporting period[69]. Research and Development - Research and development expenses rose to HKD 6,684,004, an increase of 7.0% from HKD 6,246,850, reflecting the company's commitment to maintaining its leadership in the fintech sector[16]. - The company aims to upgrade its SaaS platform and data service capabilities while actively exploring AI financial applications and RWA in the coming years[32]. Share Incentive Plans - The company adopted a pre-IPO share incentive plan on July 16, 2015, revised on July 10, 2017, to reward contributors to business growth[48]. - The share option plan, effective for ten years from August 29, 2018, aims to attract and retain top performers within the group, offering additional incentives to employees and partners[49]. - The total number of share options available for grant under the share option plan was 40,000,000, representing 5.88% of the issued shares as of the report date[50]. - The company established a share award plan on June 20, 2022, effective for ten years, to align the interests of eligible participants with the group's long-term development[55]. Cash Flow and Investments - The company experienced a net cash outflow from investing activities of HKD 66,937,724, compared to HKD 4,169,339 in the previous year, reflecting increased investment in intangible assets[78]. - Financing activities generated a net cash inflow of HKD 116,080,897 for the six months ended September 30, 2025, compared to a net outflow of HKD 12,823,021 in 2024, highlighting improved financing conditions[78].

Financial Performance - For the six months ended September 30, 2025, the gross proceeds from the disposal of trading securities amounted to HK$52,496,000, an increase of 64.3% compared to HK$31,920,000 in the same period of 2024[10]. - Revenue for the period was HK$3,171,000, a decrease of 22.9% from HK$4,118,000 in the previous year[10]. - The gain from changes in fair value of financial assets at fair value through profit or loss was HK$7,085,000, up 99.4% from HK$3,548,000 in 2024[10]. - Profit before taxation for the period was HK$7,413,000, representing a 29.5% increase from HK$5,726,000 in the same period last year[10]. - The total comprehensive income for the period was HK$7,413,000, compared to HK$5,726,000 in 2024, marking a growth of 29.5%[10]. - Basic earnings per share increased to HK$0.58, up from HK$0.45 in the previous year, reflecting a growth of 29.0%[10]. - The Group recorded a net profit of approximately HK$7.41 million for the six months ended 30 September 2025, an increase from HK$5.73 million in the same period last year[94]. - For the six months ended 30 September 2025, the profit for the period increased to HK$7,413,000, compared to HK$5,726,000 for the same period in 2024, representing a growth of approximately 29.5%[44]. Assets and Liabilities - As of September 30, 2025, net current assets were HK$100,399,000, an increase from HK$92,986,000 as of March 31, 2025[11]. - The net asset value per share rose to HK$0.08 from HK$0.07, indicating a 14.3% increase[11]. - The Group maintained cash and cash equivalents of approximately HK$18.2 million as of September 30, 2025, compared to HK$30.6 million as of March 31, 2025, with part of the cash deposited in banks for interest income generation[96]. - The gearing ratio was nil as the Group had no debt as of September 30, 2025[177]. - There were no material capital commitments or contingent liabilities as of September 30, 2025[184]. Cash Flow - For the six months ended 30 September 2025, the net cash used in operating activities was HK$ (12,676) thousand, compared to HK$ 7,599 thousand generated in the same period of 2024[15]. - The Group reported a net cash decrease of HK$ 12,417 thousand during the period, compared to an increase of HK$ 7,722 thousand in the previous year[15]. - Cash and cash equivalents at the end of the period were HK$ 18,161 thousand, an increase from HK$ 13,264 thousand at the end of the same period in 2024[15]. Expenses - Administrative and other operating expenses increased to HK$3,102,000, compared to HK$2,063,000 in the prior period, reflecting a rise of 50.4%[10]. - The total staff costs for the six months ended 30 September 2025 were HK$346,000, slightly down from HK$360,000 in 2024, showing a decrease of 3.9%[39]. - The company did not provide any provision for Hong Kong Profits Tax for the six months ended 30 September 2025, as assessable profits were fully absorbed by previously unrecognised tax losses[40]. Investments - The market value of listed equity securities rose to HK$75,879,000 as of 30 September 2025, up from HK$62,565,000 as of 31 March 2025, representing a growth of 21.3%[48]. - The total unrealised gain from listed equity investments was HK$5,779,000 for the six months ended 30 September 2025, compared to HK$1,703,000 in 2024, reflecting a significant increase of 239.5%[36]. - The Group's investment in listed securities amounted to HK$75.9 million as of September 30, 2025, up from HK$62.6 million as of March 31, 2025, reflecting a diversified investment strategy across various sectors[99]. - The Group's overall investment strategy remains focused on high-yield listed securities while ensuring a disciplined cash flow management[122]. Dividends - No interim dividend was declared for the six months ended 30 September 2025, consistent with the previous year where no dividend was declared[59]. - The Board resolved not to recommend an interim dividend for the period[178]. Market Conditions - The Hang Seng Index increased approximately 16.2% from 23,119 at the end of March 2025 to 26,855 at the end of September 2025, driven by the U.S. interest rate cut and Chinese government stimulus policies[107]. - The Dow Jones Index rose approximately 10.5% from 42,001 at the end of March 2025 to 46,397 at the end of September 2025, influenced by the U.S. Federal Reserve's interest rate cut and positive developments in the Artificial Intelligence sector[102]. - The Shanghai Composite Index increased sharply by nearly 16.4% from 3,335 at the end of March 2025 to 3,882 at the end of September 2025, supported by domestic growth and government policies promoting consumption[105]. Corporate Governance - The Group's financial statements have been prepared on a going concern basis, indicating confidence in meeting financial obligations[22]. - The application of new HKFRS Accounting Standards had no material impact on the Group's financial positions and performance for the current and prior periods[27]. - The Group's accounting policies remain consistent with those presented in the annual financial statements for the year ended 31 March 2025[24]. - The Directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost approximate their fair values due to short-term maturities as of 30 September 2025[89]. Shareholding Structure - Knight Sky Holdings Limited holds approximately 42.99% of the Company and is wholly owned by Mr. Cheng Kai Ming Charles[73]. - Fung Fai Growth Limited holds approximately 26.74% of the Company, while CCAA Group Limited holds approximately 74.29% interest in Upbest Group Limited[75]. - As of September 30, 2025, Andrew Cheng holds 340,000,000 shares, representing 26.74% of the issued share capital[194]. - Fung Fai Growth Limited holds 340,000,000 shares, representing 26.74% of the total issued shares[200]. - Knight Sky Holdings Limited holds 546,716,000 shares, representing 42.99% of the total issued shares[200].

Revenue and Profitability - Revenue for the six months ended September 30, 2025, was HK$55,145,000, a decrease of 22.4% compared to HK$70,900,000 for the same period in 2024[12] - Gross profit for the same period was HK$8,485,000, down 49.5% from HK$16,805,000 in 2024[12] - Operating profit increased to HK$2,711,000, compared to HK$794,000 in the previous year, marking a significant improvement[12] - Profit for the period was HK$2,517,000, a turnaround from a loss of HK$1,901,000 in 2024[12] - Basic earnings per share for the period was 0.28 HK cents, compared to a loss of 0.92 HK cents per share in the previous year[12] - Total comprehensive income for the period was HK$1,941,000, compared to a loss of HK$5,356,000 in the same period last year[14] Financial Position - As of September 30, 2025, total assets less current liabilities amounted to HK$229,119,000, a decrease from HK$240,451,000 as of March 31, 2025, representing a decline of approximately 4.9%[15] - Current assets totaled HK$221,363,000, slightly down from HK$226,998,000, indicating a decrease of about 2.5%[15] - Net current assets were reported at HK$168,810,000, down from HK$177,275,000, reflecting a decrease of approximately 4.8%[15] - Non-current liabilities decreased to HK$71,301,000 from HK$84,574,000, showing a reduction of about 15.6%[17] - The company's equity attributable to owners increased to HK$140,880,000 from HK$139,283,000, marking a growth of about 1.1%[17] - Cash and cash equivalents rose to HK$57,459,000 from HK$47,773,000, indicating an increase of approximately 20.5%[15] - The company’s total equity reached HK$157,818,000, up from HK$155,877,000, reflecting an increase of about 1.2%[17] Cash Flow and Investments - Net cash used in operating activities was HK$8,121,000, a significant improvement compared to a net cash usage of HK$3,942,000 in the previous year[20] - For the six months ended September 30, 2025, net cash generated from investing activities was HK$220,000, a slight decrease from HK$230,000 in the same period of 2024[21] - The net cash generated from financing activities for the same period was HK$2,026,000, down from HK$13,550,000 in 2024, indicating a significant reduction in financing inflows[21] - The company raised new bank loans amounting to HK$5,995,000 during the period, compared to HK$1,090,000 in the previous year[21] - The company reported a net increase in cash and cash equivalents of HK$10,367,000, compared to HK$9,838,000 in the prior year, representing an increase of approximately 5.4%[21] Segment Performance - The company has three operating segments: jewellery business, skincare business, and strategic investment in real estate financial assets[33] - The jewellery business generated revenue of HK$43,548,000, while the skincare business contributed HK$11,597,000, indicating a significant drop in both segments compared to the previous year[38][41] - Segment profit for the jewellery business was HK$401,000, while the skincare business reported a loss of HK$6,716,000, leading to a total segment loss of HK$6,375,000 for the period[38] - The skincare segment experienced a significant loss, with a segment profit of HK$7,421,000 in the previous year turning into a loss of HK$6,716,000 this year[41] Expenses and Cost Management - Administrative expenses decreased slightly to HK$15,683,000 from HK$16,236,000, showing cost control efforts[12] - Employee benefit expenses for the period were HK$9,209,000, slightly lower than HK$9,368,000 in the previous year[59] - Selling and administrative expenses decreased by approximately HK$1.3 million or 6.7% to approximately HK$18.2 million in HY25, primarily due to reduced revenue[176] Credit and Risk Management - The company reported a provision for expected credit loss of HK$1,953,000, up from HK$142,000 in 2024, reflecting increased caution in financial management[12] - The provision for expected credit losses on trade receivables was HK$54,000, down from HK$362,000 in 2024, indicating improved credit risk management[59] Shareholder and Equity Information - The weighted average number of ordinary shares in issue during the period was 772,391,072, up from 679,328,374 in the previous year[73] - The Group recorded a profit attributable to owners of approximately HK$2.2 million in HY25, compared to a loss of approximately HK$6.2 million in HY24, mainly due to gains on the change in fair value of convertible bonds[177] - A total of 119,863,013 Conversion Shares were issued at a conversion price of HK$0.2628 per share, representing approximately 13.43% of the enlarged issued share capital[116] Strategic Initiatives and Future Plans - The company continues to focus on market expansion and new product development as part of its strategic initiatives[12] - The Group plans to expand its jewellery product offerings to mainland China and other Asian markets, where demand remains strong[139] - The Company aims to maintain operational efficiency and productivity while actively participating in jewellery fairs and events to enhance its customer base[140] - The company entered into a strategic cooperation framework agreement with Youhuan Bio to establish a circRNA technology R&D platform, although the timing and amount of investment have not been determined[165]

Financial Performance - The Group's overall revenue from continuing operations for the six months ended 30 September 2025 was approximately RMB29.8 million, a decrease of 75.7% compared to RMB122.5 million for the same period in 2024[23]. - The Group recorded a gross profit from continuing operations of RMB3.2 million for the six months ended 30 September 2025, down from RMB11.5 million in the previous year[23]. - The net loss from continuing operations for the period was RMB30.1 million, significantly improved from a net loss of RMB598.5 million for the same period in 2024[23]. - The Group's total loss for the period, including discontinued operations, was RMB 33.16 million, compared to RMB 601.14 million in 2024[130]. - The loss for the period ended September 30, 2025, was RMB 33,164,000, a significant improvement compared to a loss of RMB 601,140,000 for the same period in 2024, representing a reduction of approximately 94.5%[133]. - Total comprehensive loss for the period was RMB 31,394,000, down from RMB 593,936,000 in the previous year, indicating a decrease of about 94.7%[133]. - The Group's finance costs increased significantly to RMB 33.40 million for the six months ended September 30, 2025, from RMB 19.63 million in 2024[130]. - The Group's other income and gains rose to RMB 19.06 million for the six months ended September 30, 2025, compared to RMB 0.31 million in 2024[130]. Financial Position - As of 30 September 2025, the Group's total liabilities were approximately RMB1,374.4 million, with net liabilities at RMB654.7 million[22]. - The Group's net current liabilities and net liabilities as of September 30, 2025, were approximately RMB 627.50 million and RMB 654.70 million, respectively[126]. - The carrying amount of cash and bank deposits decreased by approximately 21.6% from RMB5.1 million as at 31 March 2025 to approximately RMB4.0 million as at 30 September 2025[94]. - The Group's bank and other borrowings decreased by RMB114.9 million as compared to 31 March 2025, primarily due to the reclassification of certain bank loans of RMB241.0 million to liabilities associated with a disposal group[98]. - The gearing ratio as at 30 September 2025 was 112%, remaining stable compared to 106% as at 31 March 2025[100]. - The Group's total staff costs for the six months ended September 30, 2025, were approximately RMB 8.5 million, a decrease from RMB 8.7 million for the same period in 2024[116]. - The Group's total borrowings were entirely denominated in RMB as of September 30, 2025[107]. Asset Management - The Group has been monitoring its financial position and cash flows closely, with a focus on reducing debt levels[9]. - The Group's management conducted periodic reviews of its asset portfolio and respective performance during the reporting period[9]. - The fair value of the Group's investment properties decreased from RMB315.3 million at 31 March 2025 to RMB309.5 million at 30 September 2025[32]. - The Group's property investment segment is classified as a discontinued operation, with comparative figures re-presented in the financial statements[41]. - Properties under development mainly include Guangze Jiuxi Red House – Phase II, while completed properties held for sale primarily consist of unsold units of Guangze Jiuxi Red House – Phase I[74]. Business Strategy - The Group plans to continue looking at potential projects in property development and investment, while also diversifying into ginseng and mineral water businesses[20]. - A detailed feasibility study in the ginseng business has been conducted, with expectations to complete the purchase of ginsengs in cultivation in Ji'an City by the end of 2025[20]. - Sales for the ginseng business are expected to commence in the first quarter of 2026, supported by active market penetration and promotional strategies[20]. - The Group is exploring potential properties for rental income or capital appreciation, maintaining a focus on investment returns and exit potentials[35]. Financing and Support - The Group is actively exploring various financing options to improve its financial position, including discussions with major shareholders for financial support[19]. - The Group is actively pursuing options to improve its financial position, including debt financing, equity financing, and debt restructuring[22]. - Continuous financial support from the substantial shareholder has been confirmed, ensuring no demand for loan repayment within the next twelve months if the Group is unable to do so[157]. - The Group's financial statements have been prepared on a going concern basis, assuming successful negotiations for the renewal of bank and other borrowings[154]. Operational Efficiency - Selling and distribution expenses decreased by 40% from RMB1.5 million for the six months ended 30 September 2024 to RMB0.9 million for the six months ended 30 September 2025[54]. - Administrative expenses decreased by RMB6.5 million from RMB17.3 million for the six months ended 30 September 2024 to RMB10.8 million for the six months ended 30 September 2025, mainly due to cost control measures[55]. - Other expenses significantly decreased from RMB642.4 million for the six months ended 30 September 2024 to RMB7.1 million for the six months ended 30 September 2025, primarily due to prior write-downs of properties under development[56]. Taxation and Compliance - Current tax for the six months ended 30 September 2025 was RMB150,000, up from RMB94,000 for the same period in 2024[68]. - A tax credit from deferred tax of RMB70.8 million was recorded for the six months ended 30 September 2024, mainly due to the reversal of taxable temporary differences[72]. - The statutory corporate income tax rate in the PRC is 25%, applicable to the assessable profit for both periods[185]. Shareholder Information - Basic loss per share attributable to owners of the parent for the period was 9.21 cents, compared to 166.90 cents for the same period in 2024[131]. - The diluted loss per share for the six months ended 30 September 2025 is RMB33,164,000, a significant improvement compared to RMB601,140,000 for the same period in 2024[198]. - The weighted average number of ordinary shares used in the calculation of basic and diluted loss per share is 360,182,000 for both periods ended 30 September 2025 and 30 September 2024[198].

Financial Performance - The Group reported interim results for the six months ended September 30, 2025, with comparative figures for the same period in 2024[17]. - Revenue for the six months ended September 30, 2025, was HK$76,474,000, a significant increase of 140% compared to HK$31,891,000 for the same period in 2024[149]. - Gross profit for the same period was HK$33,734,000, up from HK$26,953,000, reflecting a gross profit margin improvement[149]. - Operating profit for the period was HK$3,778,000, compared to an operating loss of HK$251,000 in the previous year[149]. - Profit for the period was HK$665,000, a turnaround from a loss of HK$1,104,000 in the prior year[151]. - Other income amounted to approximately HK$391,000, primarily from bidding deposits forfeited and penalties from buyers[40]. - The Company recognized a total comprehensive income of HK$1,401,000 for the six months ended September 30, 2025, compared to HK$982,000 for the same period in 2024, showing an increase of 42.6%[157]. - Cash flow from operating activities showed a net outflow of HK$5,023,000 for the six months ended September 30, 2025, compared to a net inflow of HK$8,205,000 in the previous year, representing a decline of 161.1%[158]. Market Position and Strategy - The Group specializes in auctioning Chinese and Japanese artworks, establishing a strong market position and brand recognition in Hong Kong and Japan[18]. - The Group has diversified its business scope by venturing into contemporary artwork and fine & rare whisky and moutai[19]. - The Group aims to expand its business footprint to other potential markets to enhance brand image and influence in major Asian cities and globally[19]. - The Group has strengthened its market position and share in the Chinese and Japanese art auction market[19]. - The Group's brand, "Tokyo Chuo Auction," has become a trusted name in the auction industry[18]. - The Group's auction business primarily targets affluent individuals interested in antique goldware, exquisite jewelry, and contemporary art, which may also lead to interest in the Group's gold products[27]. - The Group's strategy includes building a synergistic "Gold + Auction" dual-business ecosystem to align with its global structure[28]. Business Operations and Development - The Group has over ten years of operating experience in the Chinese and Japanese art auction industry[18]. - The Group emphasizes quality auction services to gain recognition from customers[18]. - The Group plans to establish flagship stores, standard outlets, and franchised outlets in East Asia, Southeast Asia, and the Middle East to enhance market presence[23]. - Revenue from direct-operated flagship stores will mainly come from gold recycling service fees, gold product sales, and contemporary art collectibles sales[24]. - The direct-operated standard outlets will focus on gold recycling service fees and gold product sales, while franchised outlets will generate revenue through smart terminal sales and maintenance fees[24]. - The Group intends to enrich its business portfolio by diversifying into gold and intelligent equipment-related business, reducing reliance on a single business[30]. Financial Position and Assets - As of September 30, 2025, the total principal amount of consignor advances was approximately HK$64.6 million, with an outstanding principal of approximately HK$59.1 million[51]. - The largest consignor accounted for approximately 13.4% of the total outstanding amount of consignor advances, while the five largest consignors accounted for approximately 45.4%[52]. - Total assets as of September 30, 2025, amounted to HK$453,612,000, an increase from HK$394,962,000 as of March 31, 2025[153]. - Cash and cash equivalents amounted to approximately HK$66.6 million as of September 30, 2025, down from approximately HK$76.5 million as of March 31, 2025[62]. - Total liabilities increased to HK$227,016,000 as of September 30, 2025, from HK$170,376,000 as of March 31, 2025, marking an increase of 33.2%[155]. - The Group maintained a net cash position as of September 30, 2025, with no other borrowings reported[64]. Share Options and Employee Benefits - On April 24, 2023, the Group granted 48,000,000 share options to certain directors, senior management, and employees, with an exercise price of HK$0.80 per share[84][90]. - The 2023 Share Option Scheme was adopted and the termination of the 2018 Share Option Scheme was approved by shareholders on September 4, 2023[91][96]. - The Group provides additional benefits, mandatory provident fund contributions, and share options to retain loyal employees, aiming to form a professional workforce and management team[85]. - The vesting period for any options granted is not shorter than 12 months from the date of acceptance of the offer[106]. - The maximum number of shares issued to independent non-executive directors or substantial shareholders must not exceed 0.1% of the shares in issue within a 12-month period without shareholder approval[103]. Governance and Compliance - The Company has adopted the Corporate Governance Code and is compliant with its provisions during the reporting period[136]. - All Directors confirmed compliance with the Model Code for securities transactions during the reporting period[137]. - The interim financial information is prepared in accordance with HKAS 34 "Interim Financial Reporting" as issued by the HKICPA[165].

2025 中期報告 未經審核簡明綜合財務狀況表 5 未經審核簡明綜合權益變動表 6 未經審核簡明綜合現金流量表 7 未經審核簡明綜合財務報表附註 8 管理層討論及分析 18 其他資料 24 公司資料 董事會 執行董事 凌志輝先生 （主席） 梁卓豪先生 （行政總裁） 非執行董事 凌毓棠先生 獨立非執行董事 目錄 公司資料 2 未經審核簡明綜合損益及 其他全面收益表 4 莊金峰先生 何振琮先生 施偉亷先生 丘淑文女士 董事委員會 審核委員會 何振琮先生 （主席） 莊金峰先生 施偉亷先生 丘淑文女士 薪酬委員會 莊金峰先生 （主席） 凌志輝先生 何振琮先生 施偉亷先生 丘淑文女士 提名委員會 凌志輝先生 （主席） 凌毓棠先生 莊金峰先生 何振琮先生 施偉亷先生 丘淑文女士 核數師 國衛會計師事務所有限公司 執業會計師 香港 中環 畢打街11號 置地廣場 告羅士打大廈31樓 公司秘書 吳愷盈女士 授權代表 凌志輝先生 吳愷盈女士 開曼群島註冊辦事處 Windward 3, Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands 香港總辦 ...

Financial Performance - Revenue for the six months ended September 30, 2025, was RMB 301,146,000, a decrease of 11.6% compared to RMB 340,904,000 for the same period in 2024[10] - Gross profit for the same period was RMB 24,479,000, down 48.9% from RMB 48,009,000 in 2024[10] - Operating loss increased to RMB 32,754,000 from RMB 5,644,000 in the previous year, indicating a significant decline in operational performance[10] - Loss before tax for the period was RMB 64,746,000, compared to RMB 38,253,000 in 2024, reflecting a worsening financial situation[10] - The company reported a net loss attributable to owners of the company of RMB 55,629,000, compared to RMB 36,203,000 in the prior year[11] - Basic and diluted loss per share was RMB 0.05, compared to RMB 0.03 in the previous year[11] - The company reported a loss attributable to owners of RMB 55,629,000 for the six months ended September 30, 2025, compared to a loss of RMB 36,203,000 for the same period in 2024, representing an increase of 53.6%[55] - The basic and diluted loss per share for the six months ended September 30, 2025, was RMB 0.05, compared to RMB 0.03 for the same period in 2024, indicating a 66.7% increase in loss per share[55] - The company reported a net loss of approximately RMB 55.1 million for the six months ended September 30, 2025, an increase of about 52.1% compared to a net loss of RMB 36.2 million for the same period in 2024[95] Assets and Liabilities - The total assets as of September 30, 2025, were RMB 2,990,690,000, a decrease from RMB 3,107,243,000 as of March 31, 2025[14] - Non-current assets decreased to RMB 1,762,808,000 from RMB 1,875,698,000, indicating a reduction in long-term investments[14] - Current assets totaled RMB 1,227,882,000, slightly down from RMB 1,231,545,000 in the previous period[14] - As of September 30, 2025, total liabilities amounted to RMB 1,743,331 thousand, a decrease of 3.4% from RMB 1,804,798 thousand as of March 31, 2025[15] - The total equity attributable to owners of the company decreased to RMB 1,245,110 thousand as of September 30, 2025, from RMB 1,300,747 thousand as of April 1, 2025, reflecting a decline of 4.3%[17] - Non-current liabilities totaled RMB 661,292 thousand as of September 30, 2025, down from RMB 701,275 thousand as of March 31, 2025, indicating a reduction of 5.7%[15] - The company’s total assets were RMB 2,990,690 thousand as of September 30, 2025, reflecting a decrease from RMB 3,107,243 thousand as of March 31, 2025[15] Cash Flow and Financing - The company's cash flow from operating activities for the six months ended September 30, 2025, was RMB 46,030 thousand, down 45.5% from RMB 84,283 thousand in the same period of 2024[18] - The company reported a net cash outflow from financing activities of RMB 43,528 thousand for the six months ended September 30, 2025, compared to a net inflow of RMB 70,110 thousand in the same period of 2024[18] - Cash and cash equivalents decreased by RMB 12,445 thousand to RMB 133,052 thousand as of September 30, 2025, compared to RMB 145,531 thousand at the beginning of the period[18] - The company has secured bank borrowings of RMB 731,001,000 against various assets, down from RMB 841,476,000 as of March 31, 2025[72] - Total borrowings as of September 30, 2025, were RMB 1,099,420,000, a decrease from RMB 1,122,625,000 as of March 31, 2025[70] - The company initiated a multi-currency commercial paper financing program on April 3, 2024, with a total issuance of approximately SGD 5.36 million (equivalent to RMB 28.51 million)[74] Research and Development - The company continues to invest in research and development, with R&D expenses of RMB 10,272,000, slightly up from RMB 10,240,000 in 2024[10] - Research and development expenses increased slightly from RMB 10.2 million for the six months ended September 30, 2024, to RMB 10.3 million for the six months ended September 30, 2025, primarily due to an increase in patent development projects[101] Customer and Revenue Insights - Major customers contributing over 10% of total revenue included Customer A with RMB 59,306,000, Customer B with RMB 49,992,000, and Customer C with RMB 38,782,000 for the six months ended September 30, 2025[41] - The company expects to recognize approximately RMB 543,838,000 in revenue from unfulfilled performance obligations related to one-stop tower crane solutions and dry leasing within one year[46] - The total tonnage used decreased from 1,637,740 tons for the six months ended September 30, 2024, to 1,414,422 tons for the same period in 2025[97] - Sales costs decreased by approximately 5.5% to RMB 276.7 million for the six months ended September 30, 2025, down from RMB 292.9 million for the same period in 2024, primarily due to reduced subcontracting costs[98] Corporate Governance - The company is committed to high standards of corporate governance to protect shareholder interests[132] - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited interim financial results for the six months ended September 30, 2025, and found no discrepancies[134] - The audit committee has confirmed that the interim financial information complies with applicable accounting standards[134] - The company has adopted a standard code of conduct for securities trading, which complies with the listing rules[133] Shareholding Structure - As of September 30, 2025, Mr. Huang holds 854,472,387 ordinary shares, representing approximately 73.23% of the company's equity[123] - Tat Hong China directly holds about 72.30% of the issued share capital of the company, with an additional 0.85% held through its wholly-owned subsidiary[127] - Phillip Capital (HK) Limited owns 64,738,000 shares, accounting for 5.55% of the company's equity[127] - The shareholding structure indicates a significant concentration of ownership among a few key stakeholders[127] Employee and Operational Insights - The company employed a total of 783 employees as of September 30, 2025, an increase from 691 employees as of September 30, 2024, with total employee benefit expenses rising by 37.1% to RMB 55.9 million[120] - The company is focusing on optimizing its business structure and diversifying its market presence, particularly in clean energy projects such as nuclear, thermal, and wind power[93] - The company plans to continue its strategic focus on clean energy projects and international market expansion as key growth areas moving forward[96]

Contents 目錄 Pages 頁次 | CORPORATE INFORMATION | 公司資料 | 2 | | --- | --- | --- | | MANAGEMENT DISCUSSION AND ANALYSIS | 管理層討論及分析 | 5 | | UNAUDITED CONDENSED CONSOLIDATED | 未經審核簡明綜合中期財 | | | INTERIM FINANCIAL STATEMENTS | 務報表 | | | • Condensed Consolidated Statement of Profit | • 簡明綜合損益及其他全 | 51 | | or Loss and Other Comprehensive Income | 面收益表 | | | • Condensed Consolidated Statement of | • 簡明綜合財務狀況表 | 53 | | Financial Position | | | | • Condensed Consolidated Statement of | • 簡明綜合權益變動表 | 55 | | Changes in Equ ...