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PegBio Co., Ltd. Interim / Quarterly Report 2025
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Interim / Quarterly Report
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民報資本
CMBC CAPITAL HOLDINGS LIMITED
Incorporated in Bermuda with limited liability
Stock Code : 1141
INTERIM REPORT
2025
Contents
Page
Abbreviations 2
Corporate Information 4
Management Discussion and Analysis 5
Other Information 19
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 23
Condensed Consolidated Statement of Financial Position 25
Condensed Consolidated Statement of Changes in Equity 27
Condensed Consolidated Statement of Cash Flows 28
Notes to the Condensed Consolidated Financial Statements 29
Abbreviations
In this interim report, the following abbreviations have the following meanings unless otherwise specified:
"Board" board of Directors
"CG Code" the Corporate Governance Code as set out in Appendix C1 to the Listing Rules
"China Minsheng Bank" China Minsheng Banking Corp., Ltd. (中國民生銀行股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, the H shares of which are listed on the Stock Exchange (stock code: 1988) and the A shares of which are listed on the Shanghai Stock Exchange (stock code: 600016)
"China Minsheng Bank Group" China Minsheng Bank and its subsidiaries, excluding members of the Group
"CMBCI" CMBC International Holdings Limited, a company incorporated in Hong Kong with limited liability and an indirect controlling Shareholder of the Company
"CMBC International Investment" CMBC International Investment Limited, a company incorporated in the British Virgin Islands with limited liability and a controlling Shareholder of the Company
"Company" CMBC Capital Holdings Limited
"Director(s)" director(s) of the Company
"Group" the Company and its subsidiaries
"HK$" and "HK cents" Hong Kong dollars and Hong Kong cents, respectively, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"Model Code" the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules
INTERIM REPORT 2025
Abbreviations
"Money Lenders Ordinance" the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
"Nomination Committee" the nomination committee of the Board
"PRC" or "China" The People's Republic of China, for the purpose of this interim report only, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
"Previous Period" the six months ended 30 June 2024
"Remuneration Committee" the remuneration committee of the Board
"Reporting Period" the six months ended 30 June 2025
"Risk Management and Internal Control Committee" the risk management and internal control committee of the Board
"SFC" the Securities and Futures Commission
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
"Shareholder(s)" holder(s) of the Share(s)
"Share(s)" the share(s) of the Company
"Share Award Scheme" the share award scheme adopted by the Company on 19 February 2016
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"US" or "United States" The United States of America
"US$" United States dollars, the lawful currency in the United States
"%" per cent
CMBC CAPITAL HOLDINGS LIMITED
INTERIM REPORT 2025
Corporate Information
(as at the date of this interim report)
BOARD OF DIRECTORS
Executive Directors
Mr. Li Baochen (Chairman)
Mr. Li Ming (General Manager)
Mr. Ng Hoi Kam
Non-executive Directors(1)
Ms. Wu Yuan
Mr. Xu Feng(2)
Independent Non-executive Directors
Mr. Lee, Cheuk Yin Dannis
Mr. Wu Bin
Mr. Wang Lihua
AUDIT COMMITTEE
Mr. Lee, Cheuk Yin Dannis (Chairman)
Mr. Wu Bin
Mr. Wang Lihua
REMUNERATION COMMITTEE
Mr. Wu Bin (Chairman)
Ms. Wu Yuan
Mr. Wang Lihua
NOMINATION COMMITTEE
Mr. Wu Bin (Chairman)
Ms. Wu Yuan
Mr. Wang Lihua
COMPANY SECRETARY(3)
Ms. Yan Hoi Ling Jovian
TRADING OF SHARES
The Stock Exchange of Hong Kong Limited
STOCK CODE
1141
REGISTERED OFFICE
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG
45/F, One Exchange Square
8 Connaught Place
Central, Hong Kong
PRINCIPAL BANKERS
China Minsheng Banking Corp., Ltd
Industrial and Commercial Bank of China Limited
Shanghai Pudong Development Bank Co., Ltd
CMB Wing Lung Bank Limited
Bank of China (Hong Kong) Limited
LEGAL ADVISER
Ashurst Hong Kong
43/F Jardine House
1 Connaught Place
Central
Hong Kong
AUDITOR(4)
KPMG
Certified Public Accountants Hong Kong
Registered Public Interest Entity Auditor
PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE
Appleby Global Corporate Services (Bermuda) Limited
Canon's Court, 22 Victoria Street
PO Box HM 1179, Hamilton HM EX
Bermuda
HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE
Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
WEBSITE
http://www.cmbccap.com
Notes:
(1) Mr. Yang Kunpeng resigned as a non-executive Director and ceased to be the Chairman of the Risk Management and Internal Control Committee, with effect from 30 May 2025.
(2) Mr. Xu Feng was appointed as a non-executive Director and the Chairman of the Risk Management and Internal Control Committee, with effect from 30 May 2025.
(3) Mr. Wong Tin Yu resigned and Ms. Yan Hoi Ling Jovian was appointed as the Company Secretary, with effect from 8 July 2025.
(4) At the conclusion of the annual general meeting of the Company held on 30 June 2025 (the “2025 AGM”), PricewaterhouseCoopers retired as the auditor of the Company upon expiration of its term of office and KMPG was appointed as the auditor of the Company from the date of the 2025 AGM until the conclusion of the next annual general meeting of the Company. For details, please refer to the announcements of the Company dated 30 May 2025 and 30 June 2025 and the circular of the Company dated 5 June 2025.
Management Discussion and Analysis
BUSINESS REVIEW
The Group is currently licensed to engage in Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities, as well as financing and money lending businesses in the capacity as "exempted persons" as defined in the Money Lenders Ordinance (no license required pursuant to the Money Lenders Ordinance). The Group has all material licenses required for provision of services requested by most of its existing and potential clients at the current stage.
During the Reporting Period, the Group recorded revenue of approximately HK$245.4 million, representing a period-over-period increase of approximately 56.7%. The net profit amounted to approximately HK$117.9 million, representing a period-over-period increase of approximately 48.0%. The increase in profit was mainly attributable to the significant year-on-year increase in revenue from fee-based income from securities underwriting, sponsorship services, asset management and wealth management-related businesses during the Reporting Period.
Securities
During the Reporting Period, the issuance scale of USD bonds by Chinese companies has slowed down relatively, while the issuance of offshore RMB bond was stabilized. In a market environment characterized by significant volatility, the Group's offshore debt capital markets department has bucked the trend, achieving outstanding results in promoting high-quality development of the bond market and high-level financial opening-up, with the number and scale of Chinese offshore bond issuances increased significantly when compared to the Previous Period. The customer base of the Group's offshore bond underwriting business is still mainly financial institutions and investment-grade local state-owned enterprises. During the Reporting Period, a total of 162 bond underwriting issuances were completed by the Group according to the underwriting rankings of CSCI Technology Co., Ltd. as of June 30, 2025, representing a period-over-period increase of 37%. The total underwriting scale exceeded US$1.71 billion, marking a period-over-period increase of 44%. The Group's underwriting scale ranks among the top tier in the industry, and the creditworthiness of the underwriting entities remains stable.
CMBC CAPITAL HOLDINGS LIMITED
Management Discussion and Analysis
BUSINESS REVIEW (CONTINUED)
Investment and Financing
During the Reporting Period, geopolitical risks and the volatility of tariff policies have led to greater fluctuations in global capital markets. Supported by exports and manufacturing industry, China's economy grew beyond expectations in the first half of the year, the market expects the Chinese government to intensify policy support for the economy, creating investment opportunities for Chinese assets. In the US, the impact of tariff policies on inflation remains to be seen, and with the economy still showing resilience, the Federal Reserve has slowed its pace of interest rate cuts. Overall, the retreat of tariff uncertainty, declining yields, and the continued strength of corporate fundamentals have driven the rise of risk assets, with USD dollar bonds recording stable returns. Due to the continuing uncertainty in the macroeconomic environment, the Group increased the provision of allowance for expected credit losses on certain high-yield bond investments and adjusted the fair value of certain of its investments in equity securities based on the individual circumstances, and further strengthened the risk control on the financing business.
In terms of investments, the Group focused on the Greater China region and expanded to other developed regions such as Asia, Europe and the United States to achieve a diversified layout. Bonds are mainly invested in leading companies with stable businesses such as banks, insurance, and public utilities to form a diversified and stable investment portfolio. The Group focuses on industries that are in the growth or expansion stage and have highly competitive barriers, and actively seeks companies with outstanding core technological advantages and stronger revenue growth and profit potential. The Group also focused on technological innovation enterprises and medical and pharmaceutical healthcare enterprises with higher growth potential that comply with the requirements of Chapter 18A of the Listing Rules.
In terms of financing, the Group provided customized financing solutions with different structures or forms according to customers' needs and provided a series of services including transaction structure design, coordination of professional parties and overall financing arrangements. Specific products include but are not limited to asset-backed loans, merger and acquisition loans, equity pledge financing, bridge financing, etc. The Group adopted a prudent development strategy with respect to financing based on risk control.
Asset Management
During the Reporting Period, in the face of macroeconomic challenges such as tariff trade wars, policy uncertainties and geopolitical risks, the Group adhered to a prudent investment strategy, seized market opportunities, strengthened risk control measures and ensured efficient management of the net value of products. As at 30 June 2025, the net asset value of public funds grew steadily, among them, the net asset value of CMBC Aggregate Greater China Select Bond Fund increased by 3.09% and the net asset value of CMBC Aggregate Greater China Strategy Fund increased by 7.40%, as compared to their respective net asset value as at 31 December 2024.
INTERIM REPORT 2025
Management Discussion and Analysis
BUSINESS REVIEW (CONTINUED)
Asset Management (Continued)
The Group's asset management products have achieved leading performance in terms of net asset value among the industry. The CMBC Aggregate Greater China Select Bond Fund ranked first in the "3-Year Greater China Bond Fund Performance List" in the "Hong Kong Offshore Chinese Public Fund Performance List" jointly announced by Wind Information and the Chinese Asset Management Association of Hong Kong for the first quarter of 2025; the CMBC Aggregate Greater China Strategy Fund has ranked fourth in the "1-Year Hybrid Fund Performance List" for the first time. In the 2025 Professional Investment Awards held by Insights & Mandate magazine, the CMBC Aggregate Greater China Select Bond Fund once again won the "China Offshore Bonds (3 Years)" Investment Performance Award; the CMBCC Stable Investment Fund SP2 was awarded the "Greater China Fixed Income Hedge Fund (3 Years)" Investment Performance Award for the first time.
Meanwhile, the Group followed the development trend of the local asset management and wealth management business in Hong Kong, optimized and adjusted its existing money market fund product line, successfully obtained approval during the Reporting Period to issue a SFC authorised USD money market fund, which will be formally launched after completing the necessary regulatory filings and other preparatory procedures.
Corporate Finance and Advisory
During the Reporting Period, the Group successfully assisted Newtrend Group Holding Co., Ltd. (Stock Code: 2573.HK) in its listing on the Main Board of the Stock Exchange, and successfully assisted four IPO projects in submitting their listing applications to the Stock Exchange, covering industries such as internet insurance technology and product solutions, smart parking solutions, data intelligence, and healthcare. Additionally, during the Reporting Period, the Group acted as a financial advisor in assisting its client to complete a very substantial disposal transaction, and served as an independent financial advisor for a major disposal and connected transaction. In terms of equity underwriting, the Group completed a total of 14 IPO underwriting projects in the Reporting Period (based on the listing date), representing an increase of three projects compared to the same period in 2024, serving roles including overall coordinator and joint bookrunner, covering industries such as artificial intelligence, biotechnology, consumer goods and finance industries. Additionally, the Group also completed a placing in the role of overall coordinator and placing agent during the Reporting Period.
In terms of wealth management-related business, the Group, through its core competitive advantage of customised asset allocation solutions and efficient professional service systems, combined with abundant client-side resources, has gradually formed a diversified product and service synergy matrix.
CMBC CAPITAL HOLDINGS LIMITED
Management Discussion and Analysis
PROSPECTS AND DEVELOPMENT STRATEGIES
Prospects
In the second half of 2025, the global economy is expected to remain complex and uncertain, with tensions persisting in some regions and protectionist trade policies looming over the global landscape. Trade negotiations between the US and other countries are expected to gradually take shape, but the tariff negotiations between China and the US remain uncertain, with tariffs on industries such as semiconductors and pharmaceuticals looming. Inflationary pressures and fiscal sustainability in the United States continue to concern global markets, and the Federal Reserve is likely to maintain a cautious stance this year, potentially implementing 1-2 rate cuts. China's economy performed better than expected in the first half of the year, with both opportunities and challenges ahead in the second half. Monetary and fiscal policies still have room to provide support, and anti-involution policies are expected to ease competitive pressures on businesses, helping prices stabilize and rebound. The continued prosperity of capital markets is likely to generate a wealth effect, while the real estate market remains in a bottoming-out phase. Hong Kong's economy has maintained a moderate recovery amid changes in both domestic and international environments. The decline in market interest rates has driven a rebound in demand, while the financial market has continued to show signs of improvement and recovery. The adoption of stablecoins has brought new development opportunities. The Group maintains a cautiously optimistic outlook on the development of the Chinese and Hong Kong economies, while also preparing thoroughly for external uncertainties and geopolitical challenges. We will respond to external shocks while seizing opportunities arising from improvements in Hong Kong's financial markets and financial innovation. Across all business areas, we will actively serve corporate and private clients, continuing to create value for our clients and shareholders.
Development Strategies
The Group will adhere to the strategy of "One Minsheng" and conscientiously implement policies made by China Minsheng Bank and China Minsheng Bank Group. Leveraging on its competitive advantages on internationalisation and its Hong Kong licensed investment banking services, the Group will strive to promote cross-border business synergies and coordination, so as to accommodate the diversified financial services needs of China Minsheng Bank and its clientele in an all-round manner; maximise its role as a platform to develop its licensed business and to build a capital-light investment bank; continue to improve its corporate governance and to strengthen its risk management capabilities. Specific measures are set out below:
INTERIM REPORT 2025
Management Discussion and Analysis
PROSPECTS AND DEVELOPMENT STRATEGIES (CONTINUED)
Development Strategies (Continued)
(1) Develop the strategic business of investment banking at full steam. Based on research, the Group will focus on covering professional sectors including technology, media and telecommunications, new energy, high technology, mass consumption and social services, biomedicine and mergers & acquisitions. We adopt multiple measures to expand sponsorship and equity underwriting project opportunities. The Group will continue to establish our presence in lead bond underwriting projects, leveraging synergy policies to reach more enterprises, securing additional offshore debt for high-credit enterprises, and in combination with market and policy environments, continuously increasing underwriting revenue. The Group will fully capitalise China Minsheng Bank's domestic customer and channel advantages, vigorously promoting entrusted asset management business, maintaining proper management of product net asset values, seizing opportunities from Greater Bay Area integration and cross-border connectivity between the two places, and building a comprehensive and diversified asset management platform.
(2) Solidly promote the foundational wealth management business and the upgrade of securities business. The Group will comprehensively enhance the capability in generating stable cash flows business, and continue to utilize the functions of the wealth management team, institutional business team and research department to empower the development of the investment banking business. The Group will continue to recruit professional and efficient team, steadily improve brokerage and trading capabilities and accelerating the establishment of a one-stop trading platform to steadily achieve profit-making in the trading business of Hong Kong stocks, US stocks, Japanese stocks, futures and over-the-counter products. Meanwhile, in line with Hong Kong's financial innovation trends, the Group will launch virtual asset ETF trading services and actively prepare to expand its offerings by making use of the dealing in securities licence.
(3) Continuously enhance risk and compliance management capabilities. The Group will adhere to the principles of prudent operations and steady development, and implement the risk management preferences and various risk limit indicators of China Minsheng Bank and the Company, and align with the strategic development plans of the Company's various business lines to enhance the construction of a comprehensive risk management system. The Group will effectively manage and plan the overall portfolio of asset-related businesses to control credit risk and market risk. The Group will strictly implement its risk monitoring and early warning duties to closely monitor and provide early warning and prevention in advance. The Group will strengthen compliance training, enhance compliance awareness among all employees, especially front-line business personnel, integrate compliance management throughout the entire business process, and strengthen the implementation of applicable regulatory requirements.
CMBC CAPITAL HOLDINGS LIMITED
Management Discussion and Analysis
PROSPECTS AND DEVELOPMENT STRATEGIES (CONTINUED)
Development Strategies (Continued)
(4) Strengthen the construction of investment banking talent training system. The Group will continue to broaden the recruitment channels, improve the efficiency and quality of recruitment and attract more talents with different backgrounds and skills to lay a solid foundation of human resources for the Company's development. The Group will establish a world-class international investment banking team, and strengthen talent mobility and exchanges with China Minsheng Bank.
(5) Optimize the functional framework of the securities trading applications. The Group will continuously optimize the functional framework of the "Minying Future" (民赢未来) application to provide more efficient and secure wealth management services. The Group will establish a dual-channel, systematic user feedback collection and analysis mechanism which conduct internal insights and analysis by regularly organizing in-depth discussions among core teams such as product, operations, risk control, and customer service, and collect internal employees' user experiences and optimization suggestions through internal testing feedback, with particular focus on process efficiency and security design. Also, it can track real-user feedback through in-app feedback tools, targeted surveys, and focus group interviews to continuously collect genuine user experiences and improvement expectations. Based on this feedback, the Group will iterate product features, strengthen security measures, optimize user interaction experiences, and streamline service processes to eventually achieve a comprehensive enhancement of user experience.
(6) Fully leverage the positive spillover effects of overseas research teams. Within the framework of China Minsheng Bank Group, establish the CMBC research premium brand to empower the Group's strategic initiatives. First, it can strengthen cross-border decision-making support by leveraging Hong Kong's geographical advantages to conduct in-depth research on overseas market dynamics, focusing on three key areas: virtual asset innovation, capital market reforms, and wealth management services, and provide cutting-edge policy recommendations to China Minsheng Banking. Second, it can promote the conversion of research value by leveraging the recovery of Hong Kong's capital market to precisely deliver professional research products to corporate and wealth management clients, providing global asset allocation and capital market strategy services to enhance client loyalty.
INTERIM REPORT 2025
Management Discussion and Analysis
FINANCIAL RESULTS
During the Reporting Period, the Group's profit attributable to the owners of the Company was approximately HK$117.9 million, as compared to a profit of approximately HK$79.7 million in the Previous Period, representing a period-on-period increase of 48.0%. The Group's basic and diluted earnings per share was approximately 10.73 HK cents (basic and diluted earnings per share in the Previous Period: 7.16 HK cents).
Revenue
The Group's revenue increased by approximately 56.7% to approximately HK$245.4 million during the Reporting Period from approximately HK$156.7 million in the Previous Period. The increase in revenue was mainly due to a significant increase in underwriting fee and sponsorship fee income resulting from an increase in bond and equity underwriting projects and sponsorship projects, a significant period-on-period increase in asset management fee income resulting from adjustments to the fee rates for certain portfolios in the second half of last year, as well as an increase in fee income from wealth management-related business. The table below presents the breakdown of segment revenue (including net gains or losses from investment) and segment results during the Reporting Period with comparative figures for the Previous Period:
| Segment Revenue and Net Gains or Losses from Investment For the six months ended 30 June | Segment Results For the six months ended 30 June | |||
|---|---|---|---|---|
| 2025 HK$'000 | 2024 HK$'000 | 2025 HK$'000 | 2024 HK$'000 | |
| Securities | 59,015 | 14,682 | 28,128 | (562) |
| Fixed-income direct investment | 52,942 | 43,530 | (15,758) | (22,600) |
| Other investment and financing | 25,019 | 103,761 | 15,969 | 92,990 |
| Asset management | 93,305 | 51,498 | 82,880 | 39,626 |
| Corporate finance and advisory | 42,937 | 25,783 | 25,779 | 13,623 |
| Others | - | - | (3,186) | (20,810) |
| Total | 273,218 | 239,254 | 133,812 | 102,267 |
CMBC CAPITAL HOLDINGS LIMITED
Management Discussion and Analysis
FINANCIAL RESULTS (CONTINUED)
Securities Segment
The Group's securities business mainly includes the provision of brokerage services, securities margin financing and securities underwriting/placing business to clients.
During the Reporting Period, the revenue contributed by the securities segment increased to approximately HK$59.0 million, while the segment results experienced a profit of HK$28.1 million, representing a period-on-period turnaround from loss to profit, and the revenue and loss amounted to approximately HK$14.7 million and HK$0.6 million, respectively, in the Previous Period. The increase in segment revenue was mainly due to the increase in bond underwriting business and the increase in interest income from securities margin financing as a result of the increase in receivables from margin clients, while the turnaround from loss to profit in segment results was mainly due to the significant increase in revenue.
Investment and Financing Segment
Fixed-income Direct Investment
During the Reporting Period, revenue and net investment gains and losses from the fixed-income direct investment segment, which included but is not limited to coupons from the bonds under direct investment, amounted to an aggregate of approximately HK$52.9 million as compared to approximately HK$43.5 million in the Previous Period. Segment loss decreased to approximately HK$15.8 million, compared to a loss of approximately HK$22.6 million for the Previous Period. The increase in segment revenue was mainly due to a period-on-period turnaround from loss to profit in investment gains and losses resulting from the overall gains generated from bond investment transactions during the Reporting Period; the decrease in segment loss was mainly due to the increase in net investment gains and losses and the reduction in interest expenses arising from repurchase agreements during the Reporting Period as a result of decrease in interest rates.
Other Investment and Financing
During the Reporting Period, revenue and net investment gains and losses from the other investment and financing segment, which included but is not limited to coupons, dividends and distribution income from bonds (other than those under fixed-income direct investment), listed equities, unlisted equity interests and unlisted funds, amounted to an aggregate of approximately HK$25.0 million as compared to approximately HK$103.8 million in the Previous Period. The segment revenue and net investment gains and losses decreased significantly because the increase in the fair value of the investments was significantly smaller than that in the Previous Period. The segment profit decreased to approximately HK$16.0 million, compared to a profit of approximately HK$93.0 million for the Previous Period. The decrease in segment profit was mainly due to the significant decrease in segment revenue and net investment gains and losses.
INTERIM REPORT 2025
Management Discussion and Analysis
FINANCIAL RESULTS (CONTINUED)
Investment and Financing Segment (Continued)
Other Investment and Financing (Continued)
The following table sets out the breakdown of investment and financing:
| | 30 June
2025
HK$’000 | 31 December
2024
HK$’000 |
| --- | --- | --- |
| Investment | | |
| Listed equities (measured at FVTPL) | 442 | 810 |
| Listed equities (measured at FVOCI) | 11,813 | 28,087 |
| Unlisted equity interests | 43,111 | 40,552 |
| Bonds (measured at FVOCI) | 1,439,324 | 1,511,889 |
| Bonds (measured at FVTPL) | 430,929 | 188,567 |
| Bonds (measured at amortised costs) | 15,831 | 15,644 |
| Unlisted funds | 743,353 | 691,032 |
| Total | 2,684,803 | 2,476,581 |
| Financing | | |
| Loans and advances | 20,278 | 21,810 |
As at 30 June 2025, the Group's investment portfolio mainly included but is not limited to listed equities, bonds, unlisted equity interests and unlisted funds, covering a wide range of sectors such as industrial, healthcare, technology, consumer goods, real estate and finance.
As at 30 June 2025, the proprietary investment assets of the Group amounted to approximately HK$2.7 billion (31 December 2024: HK$2.5 billion), including bond investments of approximately HK$1.9 billion (31 December 2024: HK$1.7 billion). The future performance of such a portfolio will depend on many factors, including uncertainties in the financial markets, the economic development trends in both Hong Kong and the Mainland China and investors' sentiment.
During the Reporting Period, the Group's investment portfolio generated a revenue of approximately HK$50.2 million (Previous Period: HK$62.4 million) in total, including interest income of approximately HK$16.6 million (Previous Period: HK$22.8 million) from debt securities investments, interest income of approximately HK$7.1 million (Previous Period: HK$5.6 million) from FVTPL investments and dividend income and other investment income of approximately HK$26.5 million (Previous Period: HK$34.0 million).
CMBC CAPITAL HOLDINGS LIMITED
Management Discussion and Analysis
FINANCIAL RESULTS (CONTINUED)
Investment and Financing Segment (Continued)
Other Investment and Financing (Continued)
For investments classified as financial assets measured at FVOCI and FVTPL, the Group recorded a net gain during the Reporting Period which mainly comprised: (i) net gain recognised in the condensed consolidated statement of profit or loss and other comprehensive income; (ii) net loss not recycled through profit or loss upon disposal of financial assets measured at FVOCI; and (iii) change in fair value loss recognised in fair value reserve through other comprehensive income.
The unlisted direct investment business of the Group, which include equity interests and funds, mainly focuses on high-tech innovative enterprises and consumer goods enterprises.
The Group engages in financing and loan provision business in the capacity of an "exempted person" as defined under the Money Lenders Ordinance which does not require a licence under the Money Lenders Ordinance. The Group conducts the relevant business by relying on the said exemption by virtue of China Minsheng Bank, being a bank, i.e. an authorised institution, which holds a valid banking licence under the Banking Ordinance (Cap. 155, Laws of Hong Kong).
The financing business of the Group focuses on short-to-mid term financing so as to maintain the flexibility and high liquidity of the Group's asset allocation. During the Reporting Period, the Group had loans due from two market participants, all of which are different types of market participants in the non-essential consumer goods industry; the overall credit and operational risks of the Group's financing business are controllable through the Group's thorough pre-investment, peri-investment and post investment management, the setting up of practicable risk control measures and the stringent risk review of customers and projects. The Group constantly monitors and adjusts the concentration, maturity profile and risk-to-revenue ratio of its asset portfolio, in order to strike a balance between the overall risk and revenue generation.
Asset Management Segment
During the Reporting Period, the Group's asset management segment recorded a revenue of approximately HK$93.3 million, as compared to approximately HK$51.5 million in the Previous Period, and a segment profit of approximately HK$82.9 million was recorded during the Reporting Period, as compared to approximately HK$39.6 million in the Previous Period. The increase in segment revenue and profit was due to adjustments to the fee rates for certain portfolios in the second half of last year, resulting in a significant period-on-period increase in revenue.
INTERIM REPORT 2025
Management Discussion and Analysis
FINANCIAL RESULTS (CONTINUED)
Corporate Finance and Advisory Segment
During the Reporting Period, the Hong Kong capital market performed well overall, with the IPO market experiencing a strong rebound. Additionally, benefiting from the trend of companies of mainland China being encouraged to list in Hong Kong this year, the Group's corporate finance and advisory segment recorded a revenue of approximately HK$42.9 million, as compared to approximately HK$25.8 million in the Previous Period. Segment profit of approximately HK$25.8 million is recorded during the Reporting Period, as compared to a segment profit of approximately HK$13.6 million in the Previous Period. The increase in segment revenue and segment results was primarily due to the increase in the Group's sponsorship income and equity underwriting income during the Reporting Period.
Administrative Expenses and Finance Costs
Administrative expenses and finance costs for the Reporting Period amounted to approximately HK$134.1 million in aggregate as compared to approximately HK$136.7 million in the Previous Period. The analysis and breakdown of the administrative expenses and finance costs are set out below:
| For the six months ended | ||
|---|---|---|
| 30 June 2025 HK$’000 | 30 June 2024 HK$’000 | |
| Staff costs | 45,758 | 40,588 |
| Depreciation | 10,643 | 11,085 |
| Other operating expenses | 29,288 | 26,811 |
| Finance costs | 48,368 | 58,174 |
| Total | 134,057 | 136,658 |
The increase in staff costs was mainly due to the increase in staff headcount.
The increase in other operating expenses was mainly due to the incurrence of commission from wealth management-related business during the Reporting Period.
The decrease in finance costs was mainly due to the decrease in interest rates of repurchase agreements.
CMBC CAPITAL HOLDINGS LIMITED
Management Discussion and Analysis
LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE
Capital Structure
As at 30 June 2025, the total number of the issued Shares with a par value of HK$0.4 each was 1,099,255,693 (including 2,287,000 Shares repurchased for cancellation but not yet cancelled) (31 December 2024: 1,099,255,693 (no Shares repurchased for cancellation but not yet cancelled)) and the total equity attributable to the Shareholders was approximately HK$1,556.2 million (31 December 2024: HK$1,388.8 million).
During the Reporting Period, no Shares had been purchased or granted to selected persons of the Group under the Share Award Scheme.
Liquidity and Financial Resources
The Group primarily financed its operations with internally-generated cash flows, borrowings, internal resources and Shareholders' equity.
As at 30 June 2025, the Group had current assets of approximately HK$4,885.0 million (31 December 2024: HK$3,774.1 million) and liquid assets comprising cash (excluding cash held on behalf of customers), investment in listed equity securities and debt investments totaling approximately HK$2,468.2 million (31 December 2024: HK$1,954.5 million).
The Group's current ratio as at the end of the Reporting Period, calculated based on current assets of approximately HK$4,885.0 million (31 December 2024: HK$3,774.1 million) over current liabilities of approximately HK$3,375.2 million (31 December 2024: HK$2,429.5 million), was approximately 1.4 (31 December 2024: 1.6).
The Group's finance costs for the Reporting Period mainly comprised the interest on loans from CMBCI of approximately HK$30.3 million (Previous Period: HK$21.6 million), interest on repurchase agreements of approximately HK$17.5 million (Previous Period: HK$35.6 million) and interest on lease liabilities of approximately HK$0.6 million (Previous Period: HK$1.0 million).
INTERIM REPORT 2025
Management Discussion and Analysis
LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE (CONTINUED)
Liquidity and Financial Resources (Continued)
As at 30 June 2025, the Group's indebtedness, which mainly comprised loans from CMBCI and financial assets sold under repurchase agreements, was approximately HK$2,434.7 million (31 December 2024: HK$1,951.0 million). The principal of the loans from CMBCI of approximately HK$1,353.2 million (31 December 2024: HK$1,261.1 million) were denominated in Hong Kong dollars and United States dollars, bearing interests at 4.5% per annum (2024: 4% per annum) and were repayable within one year. As at 30 June 2025, the Group entered into repurchase agreements with financial institutions to sell bonds recognized as financial assets measured at fair value through other comprehensive income and financial assets measured at fair value through profit and loss, with carrying amount of approximately HK$1,346.3 million (31 December 2024: financial assets at fair value through other comprehensive income, financial assets at amortised cost and financial assets at fair value through profit or loss with carrying amount of approximately HK$957.7 million), which are subject to simultaneous agreements to repurchase these investments at the agreed dates and prices.
The Group's gearing ratio as at the end of the Reporting Period, calculated on the basis of total indebtedness divided by the sum of total indebtedness and equity attributable to the Company's owners, was approximately 61.0% (31 December 2024: 58.4%).
With the amount of liquid assets on hand, the management of the Group is of the view that the Group has sufficient financial resources to meet its ongoing operational requirements.
PLEDGE OF ASSETS
Except as otherwise disclosed, as at 30 June 2025, the Group did not have other pledge or charge on assets (31 December 2024: Nil).
CONTINGENT LIABILITY
As at 30 June 2025, the Group did not have any significant contingent liabilities (31 December 2024: Nil).
SIGNIFICANT INVESTMENTS HELD
During the Reporting Period, the Group did not hold any single significant investment which accounted for over 5% of the total assets.
CMBC CAPITAL HOLDINGS LIMITED
Management Discussion and Analysis
FUTURE PLANS FOR MATERIAL INVESTMENT OR CAPITAL ASSETS
There is no specific plan for material investments or capital assets as at 30 June 2025. In the event that the Group has any plans for material investments or capital assets, the Company will make announcement(s) in compliance with relevant requirements under the Listing Rules as and when appropriate.
CAPITAL COMMITMENT
As at 30 June 2025, the Group did not have any significant capital commitments (31 December 2024: Nil).
MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES AND ASSOCIATES
During the Reporting Period, the Group had no material acquisitions or disposals of subsidiaries and associates.
FOREIGN CURRENCY RISK MANAGEMENT
The Group's revenue is mainly denominated in United States dollars and Hong Kong dollars while its expenditure is mainly denominated in Hong Kong dollars. The Group's foreign exchange exposure is mainly from the translation of assets and liabilities denominated in United States dollars. The Group does not use derivative financial instruments to hedge its foreign currency risk. As Hong Kong dollars are pegged to United States dollars, the Directors believe that the Group's foreign exchange exposure is manageable and the Group will closely monitor this risk exposure from time to time.
HUMAN RESOURCES AND REMUNERATION POLICY
As at 30 June 2025, the Group had about 100 (30 June 2024: 88) employees. For the Reporting Period, the total staff costs, including Directors' remuneration, was approximately HK$45.8 million (Previous Period: HK$40.6 million). Remuneration packages for employees are structured by reference to market terms, individual competence, performance and experience. Benefit plans maintained by the Group include the mandatory provident fund scheme, subsidised training program, share award scheme and discretionary bonuses.
INTERIM REPORT 2025
Other Information
EVENTS AFTER THE REPORTING PERIOD
Save as disclosed in this interim report, there were no significant events after the Reporting Period and up to the date of this interim report.
RISK MANAGEMENT CAPABILITIES
The Group continues to strengthen its overall risk management capabilities, and has always attached great importance to risk management and internal control. The Board has established the Risk Management and Internal Control Committee to monitor the Group's overall risk management structure and determine the Company's overall risk appetite. The Group implements comprehensive risk management and adopts a pragmatic approach to manage different risks according to professional categories, mainly including credit risk, market risk, legal compliance risk, operational risk and liquidity risk. The Group has established comprehensive internal control procedures to monitor, evaluate and manage risks involved in various businesses. The Group strictly implements various risk management work in accordance with the existing governance structure, enhances the culture and concept of risk management and compliance and continues to improve risk management measures and internal monitoring systems.
INTERIM DIVIDEND
The Board does not recommend the payment of interim dividend for the Reporting Period (Previous Period: Nil).
SHARE AWARD SCHEME
The Company adopted the Share Award Scheme on 19 February 2016 (the "Adoption Date"). For further details of the Share Award Scheme, please refer to the Company's announcement dated 19 February 2016 (the "Adoption Announcement").
As disclosed in the Adoption Announcement, the Share Award Scheme was not subject to the provisions of Chapter 17 of the Listing Rules. However, the Stock Exchange made amendments to Chapter 17 of the Listing Rules in July 2022, which took effect on 1 January 2023. The amended scope of application of Chapter 17 of the Listing Rules covers the Share Award Scheme. Therefore, the operation of the Share Award Scheme is subject to the provisions of the revised Chapter 17 of the Listing Rules from 1 January 2023. In addition, according to the transitional arrangements provided by the Stock Exchange, the Company can only grant shares to eligible participants as defined in Chapter 17 of the revised Listing Rules under the Share Award Scheme.
CMBC CAPITAL HOLDINGS LIMITED
INTERIM REPORT 2025
Other Information
SHARE AWARD SCHEME (CONTINUED)
Since the Adoption Date, the Company has not granted any share awards under the Share Award Scheme. Accordingly, at the beginning and end of the Reporting Period, the total number of share awards available for grant under the Share Award Scheme was 114,446,894 shares.
As the Company has yet to set and seek Shareholders' approval for setting sublimit (as defined in Rule 17.03(3) of the Listing Rules) under the Share Award Scheme pursuant to Rule 17.03B(2) of the Listing Rules, no share awards can be granted to service providers (as defined in Rule 17.03A(1)(c) of the Listing Rules) under the Share Award Scheme as at the beginning and the end of the Reporting Period.
Save as the abovementioned Share Award Scheme, the Company does not have any other share award schemes or share option schemes during the Reporting Period.
DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES
As at 30 June 2025, none of the Directors nor the chief executive of the Company or their respective associates had any interest or short position in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which were required to be and were recorded in the register required to be kept by the Company under section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURES
Save as disclosed in the sections headed "Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures" and "Share Award Scheme" above, at no time during the Reporting Period was the Company or any of its subsidiaries a party to any arrangements which would enable the Directors to acquire benefits by means of an acquisition of shares in, or debentures of, the Company or any other body corporate, and none of the Directors or their spouse or minor children had any rights to subscribe for the securities of the Company, or had exercised any such rights during the Reporting Period.
Other Information
INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS
As at 30 June 2025, according to public information available on the website of the Stock Exchange and to the knowledge of the Directors, the following Shareholders, other than a Director or the chief executive of the Company, had an interest in the Shares which was recorded in the register required to be kept by the Company under section 336 of the SFO:
| Name of Shareholder | Capacity/nature of interest | Number of Shares held | Approximate percentage of the issued Shares of the Company | Long position/Short position |
|---|---|---|---|---|
| China Minsheng Bank | Interest of controlled corporations | 760,588,477 (Note) | 69.19% | Long position |
| CMBCI | Interest of controlled corporation | 758,166,477 (Note) | 68.97% | Long position |
| Beneficial owner | 2,422,000 (Note) | 0.22% | Long position | |
| 760,588,477 | 69.19% | |||
| CMBC International Investment | Beneficial owner | 758,166,477 (Note) | 68.97% | Long position |
Note: CMBC International Investment is beneficially and wholly-owned by CMBCI, which is in turn beneficially and wholly-owned by China Minsheng Bank. As such, each of CMBCI and China Minsheng Bank is deemed to be interested in the Shares held by CMBC International Investment and China Minsheng Bank is deemed to be interested in the Shares held by CMBCI.
Save as disclosed above, as at 30 June 2025, according to public information available on the website of the Stock Exchange and to the knowledge of the Directors, no companies or persons, other than a Director or the chief executive of the Company, had an interest or short position in the Shares and underlying Shares which was recorded in the register required to be kept by the Company under section 336 of the SFO.
CORPORATE GOVERNANCE
The Company has complied with all applicable provisions of the CG Code throughout the Reporting Period.
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS
The Company has adopted the Model Code as set out in Appendix C3 to the Listing Rules as its own code of conduct regarding securities transactions by the Directors. Having made specific enquiry of all Directors, the Company confirms that all Directors have complied with the required standards as set out in the Model Code throughout the Reporting Period.
CMBC CAPITAL HOLDINGS LIMITED
INTERIM REPORT 2025
Other Information
REVIEW OF INTERIM RESULTS
The unaudited condensed consolidated financial statements of the Company for the Reporting Period have been reviewed by the audit committee of the Company, which was of the opinion that such unaudited condensed consolidated financial statements have complied with the applicable accounting standards, the requirements under the Listing Rules and other applicable legal requirements and that adequate disclosures have been made.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES
The Board considered that the repurchase of Shares could increase the net asset value per Share, so the Company repurchased a total of 2,287,000 Shares on the Stock Exchange, with a total consideration (before transaction costs) of approximately HK$0.65 million during the Reporting Period. As at the end of the Reporting Period, 2,287,000 Shares have been repurchased and were pending cancellation, and no Share has been repurchased and held as a treasury share. As at the date of this interim report, all repurchased Shares have been cancelled.
Details of the repurchases are as follows:
| Month of repurchase | Total Shares repurchased | Highest price paid per Share (HK$) | Lowest price paid per Share (HK$) | Total consideration paid (HK$'000) |
|---|---|---|---|---|
| April | 1,826,000 | 0.330 | 0.235 | 518 |
| May | 461,000 | 0.305 | 0.280 | 134 |
| Total | 2,287,000 | 652 |
Save as disclosed above, neither the Company, nor any of its subsidiaries, purchased, sold or redeemed any of the Company's listed securities (including treasury shares) during the Reporting Period.
Li Baochen
Chairman
Hong Kong, 28 August 2025
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the six months ended 30 June 2025
| Notes | Six months ended | ||
|---|---|---|---|
| 30 June 2025 HK$’000 (Unaudited) | 30 June 2024 HK$’000 (Unaudited) | ||
| Revenue | 4 | 245,439 | 156,673 |
| Net gains on financial assets/liabilities at fair value through profit or loss (“FVTPL”) | 28,915 | 93,994 | |
| Net losses on financial assets at fair value through other comprehensive income (“FVOCI”) | (1,136) | (11,413) | |
| Other income | 5 | 6,963 | 9,630 |
| Other gains/(losses) | 6 | 23,815 | (261) |
| Impairment losses | 7 | (36,127) | (9,698) |
| Staff costs | (45,758) | (40,588) | |
| Depreciation | (10,643) | (11,085) | |
| Other operating expenses | (29,288) | (26,811) | |
| Finance costs | 8 | (48,368) | (58,174) |
| Profit before taxation | 9 | 133,812 | 102,267 |
| Taxation | 10 | (15,882) | (22,594) |
| Profit for the period attributable to owners of the Company | 117,930 | 79,673 | |
| HK cents | HK cents | ||
| Earnings per share attributable to owners of the Company | 11 | ||
| - Basic | 10.73 | 7.16 | |
| - Diluted | 10.73 | 7.16 |
CMBC CAPITAL HOLDINGS LIMITED
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the six months ended 30 June 2025
| Six months ended | ||
|---|---|---|
| 30 June 2025 HK$’000 (Unaudited) | 30 June 2024 HK$’000 (Unaudited) | |
| Profit for the period attributable to owners of the Company | 117,930 | 79,673 |
| Other comprehensive income | ||
| Item that will not be reclassified to profit or loss: | ||
| - Equity investments at fair value through other comprehensive income | ||
| - net movement in fair value reserve (non-recycling) | 31,437 | 31,817 |
| Item that may be reclassified subsequently to profit or loss: | ||
| - Financial assets at fair value through other comprehensive income - net movement in fair value reserve (recycling) | 18,669 | 27,824 |
| Other comprehensive income for the period, net of tax | 50,106 | 59,641 |
| Total comprehensive income for the period attributable to owners of the Company | 168,036 | 139,314 |
The notes on pages 29 to 54 form part of these condensed consolidated financial statements.
INTERIM REPORT 2025
Condensed Consolidated Statement of Financial Position
As at 30 June 2025
| | Notes | As at
30 June
2025
HK$'000
(Unaudited) | As at
31 December
2024
HK$'000
(Audited) |
| --- | --- | --- | --- |
| Non-current assets | | | |
| Property, plant and equipment | | 7,333 | 5,189 |
| Right-of-use asset | | 27,210 | 36,814 |
| Goodwill | | 16,391 | 16,391 |
| Intangible assets | | 960 | 960 |
| Other assets | | 10,385 | 11,080 |
| | | 62,279 | 70,434 |
| Current assets | | | |
| Accounts receivable | 14 | 767,815 | 778,325 |
| Prepayments, deposits and other receivables | | 70,320 | 9,706 |
| Interest receivables | | 30,803 | 27,770 |
| Loans and advances | 13 | 20,278 | 21,810 |
| Financial assets at amortised cost | | 15,831 | 15,644 |
| Financial assets at fair value through other comprehensive income | 15 | 1,451,137 | 1,539,976 |
| Financial assets at fair value through profit or loss | 16 | 1,217,835 | 920,961 |
| Amount due from an intermediate holding company | | 20,435 | - |
| Cash held on behalf of customers | | 692,271 | 211,321 |
| Cash and cash equivalents | | 598,287 | 248,550 |
| | | 4,885,012 | 3,774,063 |
CMBC CAPITAL HOLDINGS LIMITED
Condensed Consolidated Statement of Financial Position
As at 30 June 2025
| | Notes | As at
30 June
2025
HK$'000
(Unaudited) | As at
31 December
2024
HK$'000
(Audited) |
| --- | --- | --- | --- |
| Current liabilities | | | |
| Accounts payable | 17 | 738,707 | 270,481 |
| Other payables and accruals | | 112,416 | 56,710 |
| Amount due to an intermediate holding company | | - | 103,232 |
| Loans from an intermediate holding company | 18 | 1,402,441 | 1,234,965 |
| Tax payable | | 17,985 | 7,003 |
| Financial assets sold under repurchase agreements | 19 | 1,081,491 | 734,923 |
| Lease liabilities | | 22,188 | 22,188 |
| | | 3,375,228 | 2,429,502 |
| Net current assets | | 1,509,784 | 1,344,561 |
| Total assets less current liabilities | | 1,572,063 | 1,414,995 |
| Non-current liabilities | | | |
| Lease liabilities | | 8,524 | 19,005 |
| Deferred tax liabilities | | 7,385 | 7,220 |
| | | 15,909 | 26,225 |
| NET ASSETS | | 1,556,154 | 1,388,770 |
| CAPITAL AND RESERVES | | | |
| Share capital | 20 | 439,702 | 439,702 |
| Reserves | | 1,116,452 | 949,068 |
| TOTAL EQUITY | | 1,556,154 | 1,388,770 |
The notes on pages 29 to 54 form part of these condensed consolidated financial statements.
INTERIM REPORT 2025
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2025
| Note | Attributable to owners of the Company | TotalHK$'000 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Share capitalHK$'000 | Share premiumHK$'000 | Contributed surplus*HK$'000 | Fair value reserve (recycling)HK$'000 | Fair value reserve (non-recycling)HK$'000 | Other reserveHK$'000 | Accumulated lossesHK$'000 | |||
| At 31 December 2024 (audited) | 439,702 | 1,615,202 | 1,823,745 | (47,202) | (57,142) | 761 | (2,386,296) | 1,388,770 | |
| Profit for the period | - | - | - | - | - | - | 117,930 | 117,930 | |
| Other comprehensive income | - | - | - | 18,669 | 31,437 | - | - | 50,106 | |
| Total comprehensive income | - | - | - | 18,669 | 31,437 | - | 117,930 | 168,036 | |
| Disposal of equity investments at fair value through other comprehensive income | - | - | - | - | 322# | - | (322)# | - | |
| Shares repurchased but not yet cancelled | 20(i) | - | - | - | - | - | (652) | - | (652) |
| At 30 June 2025 (unaudited) | 439,702 | 1,615,202 | 1,823,745 | (28,533) | (25,383) | 109 | (2,268,688) | 1,556,154 | |
| Attributable to owners of the Company | TotalHK$'000 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Share capitalHK$'000 | Share premiumHK$'000 | Contributed surplus*HK$'000 | Fair value reserve (recycling)HK$'000 | Fair value reserve (non-recycling)HK$'000 | Other reserveHK$'000 | Accumulated lossesHK$'000 | |||
| At 31 December 2023 (audited) | 447,745 | 1,614,322 | 1,823,745 | (93,126) | (105,853) | (3,751) | (2,430,380) | 1,252,702 | |
| Profit for the period | - | - | - | - | - | - | 79,673 | 79,673 | |
| Other comprehensive income | - | - | - | 27,824 | 31,817 | - | - | 59,641 | |
| Total comprehensive income | - | - | - | 27,824 | 31,817 | - | 79,673 | 139,314 | |
| Disposal of equity investments at fair value through other comprehensive income | - | - | - | - | 6,128# | - | (6,128)# | - | |
| Shares repurchased but not yet cancelled | - | - | - | - | - | (1,553) | - | (1,553) | |
| Shares repurchased and cancelled | (4,544) | (555) | - | - | - | 4,512 | - | (567) | |
| At 30 June 2024 (unaudited) | 443,201 | 1,613,767 | 1,823,745 | (65,302) | (67,908) | (792) | (2,356,835) | 1,389,876 |
- Contributed surplus is a distributable reserve and will be used for payment of dividends.
Amounts reclassified to accumulated losses upon disposal of equity investments at fair value through other comprehensive income.
The notes on pages 29 to 54 form part of these condensed consolidated financial statements.
CMBC CAPITAL HOLDINGS LIMITED
Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2025
| Six months ended | ||
|---|---|---|
| 30 June 2025 HK$’000 (Unaudited) | 30 June 2024 HK$’000 (Unaudited) | |
| Net cash from operating activities | 244,851 | 871,248 |
| Net cash used in investing activities | ||
| Purchases of property, plant and equipment | (3,183) | (217) |
| (3,183) | (217) | |
| Net cash from/(used in) financing activities | ||
| Repurchase of shares | (652) | (2,140) |
| New borrowings raised | 448,654 | 132,086 |
| Repayments of borrowings | (313,625) | (1,121,869) |
| Principal and interest elements of lease payments | (11,094) | (8,667) |
| 123,283 | (1,000,590) | |
| Net increase/(decrease) in cash and cash equivalents | 364,951 | (129,559) |
| Cash and cash equivalents at the beginning of the period | 248,550 | 436,102 |
| Effect of foreign exchange rate changes, net | (15,214) | 850 |
| Cash and cash equivalents at the end of the period | 598,287 | 307,393 |
The notes on pages 29 to 54 form part of these condensed consolidated financial statements.
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
1 BASIS OF PREPARATION
This interim financial report has been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, including compliance with Hong Kong Accounting Standard ("HKAS") 34, Interim financial reporting, issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"). It was authorised for issue on 28 August 2025.
The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2024 annual financial statements, except for the accounting policy changes that are expected to be reflected in the 2025 annual financial statements. Details of any changes in accounting policies are set out in note 2.
The preparation of an interim financial report in conformity with HKAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.
This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2024 annual financial statements. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with HKFRS Accounting Standards.
2 CHANGES IN ACCOUNTING POLICIES
The Group has applied the amendments to HKAS 21, The effects of changes in foreign exchange rates – Lack of exchangeability issued by the HKICPA to this interim financial report for the current accounting period. The amendments do not have a material impact on this interim report.
The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.
CMBC CAPITAL HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
3 SEGMENT INFORMATION
In a manner consistent with the way in which information is reported internally to the Group's management, being the chief operating decision makers, for the purpose of resources allocation and assessment of segment performance focusing on types of services provided, the Group has presented the following reportable segments:
- the "securities" segment representing the business line of provision of brokerage services, securities margin financing services to clients and debt securities underwriting/placing;
- the "fixed-income direct investment" segment representing direct investment and trading activities in fixed-income securities;
- the "other investment and financing" segment representing investment and trading activities in equity securities, bonds and funds other than direct investment and trading activities in fixed-income securities, and provision of loan financing services;
- the "asset management" segment representing provision of asset management services to clients;
- the "corporate finance and advisory" segment representing provision of sponsorship, equity underwriting, financial advisory and financial arrangement services to clients, and provision of client referral services; and
- the "others" segment primarily includes head office operations as well as interest income and interest expense incurred for generating working capital for general operations.
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
3 SEGMENT INFORMATION (continued)
Disaggregation of revenue
Disaggregation of revenue from contracts with customers by service lines is as follows:
| Six months ended | ||
|---|---|---|
| 30 June 2025 HK$’000 | 30 June 2024 HK$’000 | |
| Revenue from contracts with customers within the scope of HKFRS 15 | ||
| Disaggregated by service lines | ||
| - Commission income from brokerage and related services | 4,751 | 5,478 |
| - Commission income from underwriting, sub-underwriting, placing and sub-placing | 49,380 | 10,442 |
| - Financial advisory, sponsorship, arrangement fee and other service income | 36,139 | 23,655 |
| - Asset management fee, investment advisory services fee and performance fee income | 93,305 | 51,498 |
| 183,575 | 91,073 | |
| Revenue from other sources | ||
| Loan and financing | ||
| - Interest income from provision of finance and securities margin financing | 11,682 | 3,185 |
| Financial investments | ||
| - Interest income from debt securities investments | 16,615 | 22,801 |
| - Interest income from FVTPL investments | 7,083 | 5,583 |
| - Dividend income and other investment income | 26,484 | 34,031 |
| 50,182 | 62,415 | |
| 245,439 | 156,673 |
The Group's revenue from continuing operation from external customers are located in Hong Kong.
CMBC CAPITAL HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
3 SEGMENT INFORMATION (continued)
Disaggregation of revenue (continued)
Disaggregation of revenue is set out below:
| For the six months ended | Securities | Fixed-income direct investment | Other investment and financing | Asset management | Corporate finance and advisory | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 30 June 2025 HK$'000 | 30 June 2024 HK$'000 | 30 June 2025 HK$'000 | 30 June 2024 HK$'000 | 30 June 2025 HK$'000 | 30 June 2024 HK$'000 | 30 June 2025 HK$'000 | 30 June 2024 HK$'000 | 30 June 2025 HK$'000 | 30 June 2024 HK$'000 | 30 June 2025 HK$'000 | 30 June 2024 HK$'000 | |
| Revenue from contracts with customers within the scope of HKFRS 15 | 47,333 | 13,792 | - | - | - | - | 93,305 | 51,498 | 42,937 | 25,783 | 183,575 | 91,073 |
| Revenue from other sources | ||||||||||||
| Loan and financing | ||||||||||||
| - Interest income from provision of finance and securities margin financing | 11,682 | 890 | - | - | - | 2,295 | - | - | - | - | 11,682 | 3,185 |
| Financial investments | ||||||||||||
| - Interest income from debt securities investments | - | - | 16,615 | 22,801 | - | - | - | - | - | - | 16,615 | 22,801 |
| - Interest income from FVTPL investments | - | - | 6,970 | 5,235 | 113 | 348 | - | - | - | - | 7,083 | 5,583 |
| - Dividend income and other investment income | - | - | 26,221 | 34,031 | 263 | - | - | - | - | - | 26,484 | 34,031 |
| - | - | 49,806 | 62,067 | 376 | 348 | - | - | - | - | 50,182 | 62,415 | |
| Reportable segment revenue | 59,015 | 14,682 | 49,806 | 62,067 | 376 | 2,643 | 93,305 | 51,498 | 42,937 | 25,783 | 245,439 | 156,673 |
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
3 SEGMENT INFORMATION (continued)
Segment revenue and results
The following is an analysis of the Group's revenue and results by reportable segments:
| Six months ended 30 June 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Securities HK$’000 | Fixed-income direct investment HK$’000 | Other investment and financing HK$’000 | Asset management HK$’000 | Corporate finance and advisory HK$’000 | Others HK$’000 | Total HK$’000 | |
| Segment revenue and investment gains/(losses) | |||||||
| - Reportable segment revenue | 59,015 | 49,806 | 376 | 93,305 | 42,937 | - | 245,439 |
| - Net gains on financial assets/liabilities at fair value through profit or loss | - | 4,272 | 24,643 | - | - | - | 28,915 |
| - Net losses on financial assets at fair value through other comprehensive income | - | (1,136) | - | - | - | - | (1,136) |
| 59,015 | 52,942 | 25,019 | 93,305 | 42,937 | - | 273,218 | |
| Other income | 1,200 | 595 | 124 | - | 1 | 5,043 | 6,963 |
| Other gains and losses | 6,250 | (2,330) | 2,085 | 1,445 | 93 | 16,272 | 23,815 |
| Segment expenses | (38,337) | (66,965) | (11,259) | (11,870) | (17,252) | (24,501) | (170,184) |
| Segment results | 28,128 | (15,758) | 15,969 | 82,880 | 25,779 | (3,186) | 133,812 |
CMBC CAPITAL HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
3 SEGMENT INFORMATION (continued)
Segment revenue and results (continued)
Six months ended 30 June 2024
| Securities HK$’000 | Fixed-income direct investment HK$’000 | Other investment and financing HK$’000 | Asset management HK$’000 | Corporate finance and advisory HK$’000 | Others HK$’000 | Total HK$’000 | |
|---|---|---|---|---|---|---|---|
| Segment revenue and investment gains/(losses) | |||||||
| - Reportable segment revenue | 14,682 | 62,067 | 2,643 | 51,498 | 25,783 | - | 156,673 |
| - Net gains/(losses) on financial assets/liabilities at fair value through profit or loss | - | (7,124) | 101,118 | - | - | - | 93,994 |
| - Net losses on financial assets at fair value through other comprehensive income | - | (11,413) | - | - | - | - | (11,413) |
| 14,682 | 43,530 | 103,761 | 51,498 | 25,783 | - | 239,254 | |
| Other income | 2,144 | 1,889 | 60 | - | 67 | 5,470 | 9,630 |
| Other gains and losses | (12) | 360 | (157) | (21) | (74) | (357) | (261) |
| Segment expenses | (17,376) | (68,379) | (10,674) | (11,851) | (12,153) | (25,923) | (146,356) |
| Segment results | (562) | (22,600) | 92,990 | 39,626 | 13,623 | (20,810) | 102,267 |
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
3 SEGMENT INFORMATION (continued)
Segment assets and liabilities
| As at 30 June 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Securities HK$’000 | Fixed-income direct investment HK$’000 | Other investment and financing HK$’000 | Asset management HK$’000 | Corporate finance and advisory HK$’000 | Others HK$’000 | Total HK$’000 | |
| Assets | |||||||
| Segment assets | 1,749,393 | 2,014,144 | 870,954 | 147,498 | 60,955 | 104,347 | 4,947,291 |
| Liabilities | |||||||
| Segment liabilities | 1,293,122 | 1,953,401 | 83,912 | 15,937 | - | 44,765 | 3,391,137 |
| As at 31 December 2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Securities HK$’000 | Fixed-income direct investment HK$’000 | Other investment and financing HK$’000 | Asset management HK$’000 | Corporate finance and advisory HK$’000 | Others HK$’000 | Total HK$’000 | |
| Assets | |||||||
| Segment assets | 1,082,353 | 1,721,494 | 830,220 | 92,038 | 33,494 | 84,898 | 3,844,497 |
| Liabilities | |||||||
| Segment liabilities | 725,522 | 1,643,011 | 68,259 | 7,128 | - | 11,807 | 2,455,727 |
CMBC CAPITAL HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
4 REVENUE
| Six months ended | ||
|---|---|---|
| 30 June 2025 HK$’000 | 30 June 2024 HK$’000 | |
| Commission income from brokerage and related services | 4,751 | 5,478 |
| Commission income from underwriting, sub-underwriting, placing and sub-placing | 49,380 | 10,442 |
| Interest income from debt securities investments | 16,615 | 22,801 |
| Interest income from FVTPL investments | 7,083 | 5,583 |
| Interest income from provision of finance and securities margin financing | 11,682 | 3,185 |
| Dividend income and other investment income | 26,484 | 34,031 |
| Financial advisory, sponsorship, arrangement fee and other service income | 36,139 | 23,655 |
| Asset management fee, investment advisory services fee and performance fee income | 93,305 | 51,498 |
| 245,439 | 156,673 |
5 OTHER INCOME
| Six months ended | ||
|---|---|---|
| 30 June 2025 HK$’000 | 30 June 2024 HK$’000 | |
| Bank interest income | 1,104 | 3,905 |
| Office sharing fee income | 4,440 | 4,440 |
| Other income | 1,419 | 1,285 |
| 6,963 | 9,630 |
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
6 OTHER GAINS/(LOSSES)
| Six months ended | ||
|---|---|---|
| 30 June 2025 HK$’000 | 30 June 2024 HK$’000 | |
| Net exchange gains/(losses) | 23,815 | (261) |
7 IMPAIRMENT LOSSES
| Six months ended | ||
|---|---|---|
| 30 June 2025 HK$’000 | 30 June 2024 HK$’000 | |
| Provision/(reversal) of impairment losses on | ||
| – Loans and advances (Note 13) | 3,578 | 134 |
| – Accounts receivable (Note 14) | (209) | 1,387 |
| – Financial assets at fair value through other comprehensive income (Note 15) | 31,398 | 6,569 |
| – Interest receivables | 1,370 | 1,588 |
| – Financial assets held under resale agreements | – | 21 |
| – Financial assets at amortised cost | (10) | (1) |
| 36,127 | 9,698 |
CMBC CAPITAL HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
8 FINANCE COSTS
| Six months ended | ||
|---|---|---|
| 30 June | 30 June | |
| 2025 | 2024 | |
| HK$’000 | HK$’000 | |
| Interest expenses on: | ||
| Loans from an intermediate holding company | 30,265 | 21,604 |
| Repurchase agreements | 17,490 | 35,613 |
| Lease liabilities | 613 | 957 |
| 48,368 | 58,174 |
9 PROFIT BEFORE TAXATION
| Six months ended | ||
|---|---|---|
| 30 June | 30 June | |
| 2025 | 2024 | |
| HK$’000 | HK$’000 | |
| The Group’s profit before taxation is arrived at after charging: | ||
| Depreciation of property, plant and equipment | 1,039 | 1,481 |
| Depreciation of right-of-use asset | 9,604 | 9,604 |
10 TAXATION
| Six months ended | ||
|---|---|---|
| 30 June | 30 June | |
| 2025 | 2024 | |
| HK$’000 | HK$’000 | |
| Current period – Hong Kong Profits Tax | (15,716) | (7,216) |
| Deferred tax charged for the period | (166) | (15,378) |
| (15,882) | (22,594) |
Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profits for both periods.
The Group is part of a multinational enterprise group which is subject to the Global Anti-Base Erosion Model Rules (“Pillar Two”) published by the Organisation for Economic Co-operation and Development.
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
10 TAXATION (continued)
From 1 January 2025, the Group is liable to Pillar Two income taxes under the Hong Kong Inland Revenue (Amendment) (Minimum Tax for Multinational Enterprise Groups) Ordinance 2025 for its earnings in the Hong Kong SAR. The Group may be subject to top-up tax as the effective tax rate of the Group’s operations in Hong Kong is expected to be lower than 15%.
The Group has applied the temporary mandatory exception from deferred tax accounting for the top-up tax and accounted for the tax as current tax when incurred.
11 EARNINGS PER SHARE
The calculation of basic and diluted earnings per share attributable to owners of the Company is based on the following data:
| Six months ended | ||
|---|---|---|
| 30 June 2025 HK$’000 | 30 June 2024 HK$’000 | |
| Earnings | ||
| Profit attributable to owners of the Company for the purpose of basic and diluted earnings per share | 117,930 | 79,673 |
| Six months ended | ||
| 30 June 2025 ’000 | 30 June 2024 ’000 | |
| Number of shares | ||
| Weighted average number of ordinary shares for the purpose of basic and diluted earnings per share | 1,099,256 | 1,113,120 |
The denominators used are the same as those detailed above for the basic and diluted earnings per share.
There was no dilutive items during the six months ended 30 June 2025 and 2024.
CMBC CAPITAL HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
12 DIVIDENDS
The Board does not recommend the payment of interim dividend for the six months ended 30 June 2025 (Previous Period: Nil).
13 LOANS AND ADVANCES
| | As at
30 June
2025
HK$'000 | As at
31 December
2024
HK$'000 |
| --- | --- | --- |
| Loans and advances | 258,546 | 256,500 |
| Less: Allowance for expected credit losses | (238,268) | (234,690) |
| | 20,278 | 21,810 |
The carrying amounts of the above loans and advances as at 30 June 2025 and 31 December 2024 are due within one year and presented under current assets.
Certain loans and advances were secured and/or backed by guarantees or collaterals. Regular reviews on these loans are conducted by the risk management department based on the latest status of these loans, and the latest available information about the borrowers and the underlying collaterals held.
During the six months ended 30 June 2025, impairment losses of approximately HK$3,578,000 was recognised (for the six months ended 30 June 2024: HK$134,000) in the condensed consolidated statement of profit or loss and other comprehensive income. As at 30 June 2025, loans and advances to independent third parties with gross carrying amount of HK$258,546,000 (31 December 2024: HK$256,500,000) were assessed as credit-impaired and included in stage 3. Allowance for expected credit losses of HK$238,268,000 (31 December 2024: HK$234,690,000) was measured and recognised, which represented the difference between the outstanding loan balances and the expected recoverable amounts (taking into account of the underlying collaterals).
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
14 ACCOUNTS RECEIVABLE
| | As at
30 June
2025
HK$'000 | As at
31 December
2024
HK$'000 |
| --- | --- | --- |
| Accounts receivable arising from the ordinary course of business of securities brokerage, futures and options dealing services: | | |
| - Clearing houses | 254,717 | 306,354 |
| - Cash clients | 21,963 | 42,358 |
| - Margin clients | 515,063 | 476,217 |
| - Brokers | 5,136 | 18,265 |
| | 796,879 | 843,194 |
| Accounts receivable arising from the ordinary course of business of securities underwriting | 14,801 | 6,808 |
| Accounts receivable arising from the ordinary course of business of advisory and client referral services | 9,827 | 2,368 |
| Accounts receivable arising from the ordinary course of business of asset management services | 51,646 | 31,502 |
| | 873,153 | 883,872 |
| Less: Allowance for expected credit losses | (105,338) | (105,547) |
| | 767,815 | 778,325 |
Accounts receivable arising from the business of dealing in securities
The normal settlement terms of accounts receivable from clients and clearing houses, except for accounts receivable due from margin clients, arising from the ordinary course of business of securities brokerage services are two trading days after the trade date. No ageing analysis is disclosed as, in the opinion of directors of the Company, an ageing analysis does not give additional value in view of the nature of this business.
Accounts receivable due from margin clients are repayable on demand and carry interest at 1.5% to 18.3% per annum during the six months ended 30 June 2025 (during the year ended 31 December 2024: 4.6% to 18.9% per annum). The fair values of the pledged securities as at 30 June 2025 was approximately HK$2,872,101,000 (31 December 2024: HK$2,790,299,000).
CMBC CAPITAL HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
14 ACCOUNTS RECEIVABLE (continued)
Accounts receivable arising from the business of dealing in securities (continued)
During the six months ended 30 June 2025, reversal of impairment losses of approximately HK$209,000 was recognised (for the six months ended 30 June 2024: impairment losses of approximately HK$1,387,000) in the condensed consolidated statement of profit or loss and other comprehensive income.
As at 30 June 2025, the Group has concentration risk on its accounts receivable as the balance with the largest client represent approximately 53% (31 December 2024: 55%) of the total accounts receivable from cash clients and margin clients. The Group has no other significant concentration risk.
Accounts receivable arising from the businesses of securities underwriting, advisory, client referral and asset management services
Ageing of accounts receivable arising from the ordinary course of business of securities underwriting, advisory, client referral and asset management services, based on the due date, is as follows:
| As at 30 June 2025 HK$’000 | As at 31 December 2024 HK$’000 | |
|---|---|---|
| Not past due | 56,267 | 29,937 |
| Less than 31 days past due | 11,557 | 459 |
| 31-60 days past due | 2,281 | 3,995 |
| 61-90 days past due | 468 | 1,820 |
| Over 90 days past due | 5,701 | 4,467 |
| 76,274 | 40,678 | |
| Less: Allowance for expected credit losses | (2,713) | (2,713) |
| Total | 73,561 | 37,965 |
The Group applies HKFRS 9 simplified approach to measure the expected credit losses for accounts receivable arising from the business of securities underwriting, advisory, client referral and asset management services. There were no impairment losses recognised in the condensed consolidated statement of profit or loss and other comprehensive income during the six months ended 30 June 2025 and 2024.
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
15 FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| | As at
30 June
2025
HK$’000 | As at
31 December
2024
HK$’000 |
| --- | --- | --- |
| Listed, unlisted or quoted investments
at fair value: | | |
| Debt investments (Note) | 527,113 | 703,534 |
| Equity investments | 924,024 | 836,442 |
| | 1,451,137 | 1,539,976 |
Note: The Group has further recognised expected credit losses amounting to approximately HK$31,398,000 in the condensed consolidated statement of profit or loss and other comprehensive income during the six months ended 30 June 2025 (for the six months ended 30 June 2024: HK$6,569,000). As at 30 June 2025, an allowance for expected credit losses amounting to approximately HK$526,624,000 (31 December 2024: HK$495,684,000) has been included in fair value reserve (recycling).
16 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
| | As at
30 June
2025
HK$’000 | As at
31 December
2024
HK$’000 |
| --- | --- | --- |
| Listed equity investments | 40,642 | 118,488 |
| Unlisted equity investments | 43,111 | 40,552 |
| Debt investments | 390,729 | 70,889 |
| Unlisted investment funds | 743,353 | 691,032 |
| | 1,217,835 | 920,961 |
The fair values of the listed equity investments and debt investments were determined based on the quoted market prices.
CMBC CAPITAL HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
17 ACCOUNTS PAYABLE
| | As at
30 June
2025
HK$’000 | As at
31 December
2024
HK$’000 |
| --- | --- | --- |
| Accounts payable arising from the ordinary course of business of securities brokerage, futures and options dealing services: | | |
| - Cash clients | 530,498 | 99,978 |
| - Margin clients | 149,410 | 99,401 |
| - Clearing houses | 2,875 | 603 |
| - Broker | 55,924 | 70,499 |
| | 738,707 | 270,481 |
Accounts payable arising from the business of dealing in securities
The accounts payable balances arising from the ordinary course of business of securities brokerage services are normally settled in two trading days after the trade date except for the money held on behalf of clients at the segregated bank accounts which are repayable on demand. No ageing analysis is disclosed as, in the opinion of directors of the Company, an ageing analysis does not give additional value in view of the nature of this business.
18 LOANS FROM AN INTERMEDIATE HOLDING COMPANY
| | As at
30 June
2025
HK$’000 | As at
31 December
2024
HK$’000 |
| --- | --- | --- |
| Loans from an intermediate holding company | 1,402,441 | 1,234,965 |
| The carrying amounts of the above borrowings are repayable:
Within one year | 1,402,441 | 1,234,965 |
As at 30 June 2025, the Group had loans amounting to approximately HK$1,353,219,000 (31 December 2024: HK$1,216,061,000) from CMBC International Holdings Limited (“CMBCI”), an intermediate holding company, and interest payable amounting to approximately HK$49,222,000 (31 December 2024: HK$18,904,000). The loans are unsecured, bear interest at 4.5% per annum (2024: 4% per annum) and are repayable within one year (31 December 2024: within one year). The Group’s undrawn amount of the loan facilities is approximately HK$8,646,781,000 (31 December 2024: HK$8,783,939,000).
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
19 FINANCIAL ASSETS SOLD UNDER REPURCHASE AGREEMENTS
| | As at
30 June
2025
HK$'000 | As at
31 December
2024
HK$'000 |
| --- | --- | --- |
| Bonds | 1,081,491 | 734,923 |
As at 30 June 2025, the Group entered into repurchase agreements with financial institutions to sell bonds recognised as financial assets at fair value through other comprehensive income and financial assets at fair value through profit or loss with aggregate carrying amount of approximately HK$1,346,303,000 (31 December 2024: financial assets at fair value through other comprehensive income, financial assets at amortised cost and financial assets at fair value through profit or loss with carrying amount of approximately HK$957,725,000), which are subject to the simultaneous agreements to repurchase these investments at the agreed dates and prices.
Sale and repurchase agreements are transactions in which the Group sells bonds and simultaneously agrees to repurchase them (or assets that are substantially the same) at agreed dates and prices. The repurchase prices are fixed and the Group is still exposed to substantially all the credit risks, market risks and rewards of those bonds sold. The bonds are not derecognised from the condensed consolidated financial statements but regarded as "collaterals" for the liabilities because the Group retains substantially all the risks and rewards of the bonds.
20 SHARE CAPITAL
| Note | Number of shares | Amount | |||
|---|---|---|---|---|---|
| As at | |||||
| 30 June | |||||
| 2025 | |||||
| '000 | As at | ||||
| 31 December | |||||
| 2024 | |||||
| '000 | As at | ||||
| 30 June | |||||
| 2025 | |||||
| HK$'000 | As at | ||||
| 31 December | |||||
| 2024 | |||||
| HK$'000 | |||||
| Authorised: | |||||
| Ordinary shares at | |||||
| HK$0.4 each | 2,500,000 | 2,500,000 | 1,000,000 | 1,000,000 | |
| Issued and fully paid: | |||||
| At the beginning of the | |||||
| period/year | 1,099,256 | 1,119,362 | 439,702 | 447,745 | |
| Cancellation for shares | |||||
| repurchased | (i) | - | (20,106) | - | (8,043) |
| At the end of the | |||||
| period/year | 1,099,256 | 1,099,256 | 439,702 | 439,702 |
CMBC CAPITAL HOLDINGS LIMITED
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
20 SHARE CAPITAL (continued)
Note:
(i) During the six months ended 30 June 2025, the Company repurchased an aggregate of 2,287,000 ordinary shares of the Company on market at prices ranging from HK$0.235 to HK$0.330 per share at a total consideration of approximately HK$652,000 (before transaction costs). No shares were cancelled during the six months ended 30 June 2025. Subsequent to the end of the Reporting Period, 2,287,000 repurchased shares were cancelled on 27 August 2025.
During the year ended 31 December 2024, the Company repurchased an aggregate of 10,643,000 ordinary shares of the Company on market at prices ranging from HK$0.16 to HK$0.56 per share with a total consideration of approximately HK$2,651,000 (before transaction costs). These repurchased shares were cancelled during the year ended 31 December 2024. The discount of approximately HK$880,000 on the repurchase of shares was credited to share premium account.
21 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
Financial assets and liabilities measured at fair value on recurring basis
The following table provides an analysis of the Group's financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to 3 based on the degree to which the fair value is observable for the six months ended 30 June 2025:
- Level 1 fair value measurements are quoted prices (unadjusted) in active market for identical assets or liabilities;
- Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as price) or indirectly (i.e. derived from prices); and
- Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
21 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (continued)
Financial assets and liabilities measured at fair value on recurring basis (continued)
| Fair value | Fair Value hierarchy | Valuation techniques | Significant unobservable input | ||
|---|---|---|---|---|---|
| As at 30 June 2025 HK$’000 | As at 31 December 2024 HK$’000 | ||||
| Financial assets | |||||
| Financial assets at fair value through profit or loss | |||||
| - Listed equity investments | 442 | 810 | Level 1 | Quoted market closing prices in an active market | N/A |
| - Listed equity investments | 40,200 | 117,678 | Level 2 | Quoted price from brokers/financial institutions | N/A |
| - Debt investments | 390,729 | 70,889 | Level 2 | Quoted price from brokers/financial institutions | N/A |
| - Unlisted equity investments | 43,111 | 40,552 | Level 3 | Recent transaction price/Equity allocation model | Discount rate for lack of marketability/Scenario probability/Sales multiples |
| - Unlisted investment funds | 743,353 | 691,032 | Level 3 | Recent transaction price/Calibration/Binomial model/Equity allocation model/Net asset value | Discount rate for lack of marketability/Scenario probability/Sales multiples/EBITDA multiples/Price-to-sales ratio |
| Financial assets at fair value through other comprehensive income | |||||
| - Debt investments | 514,493 | 680,129 | Level 2 | Quoted price from brokers/financial institutions | N/A |
| - Debt investments | 12,620 | 23,405 | Level 3 | Discounted cash flow model | Discount rate taking into account the credit risk of the issuer |
| - Equity investments | 912,211 | 808,355 | Level 2 | Quoted price from brokers/financial institutions | N/A |
| - Equity investments | 11,813 | 28,087 | Level 1 | Quoted market closing prices in an active market | N/A |
During the periods under review, there were no transfers among Level 1, Level 2 and Level 3.
CMBC CAPITAL HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
21 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (continued)
Financial assets and liabilities measured at fair value on recurring basis (continued)
The movements during the six months ended 30 June 2025 and the year ended 31 December 2024 in the balance of these Level 3 fair value measurements are as follows:
| As at 30 June 2025 HK$’000 | As at 31 December 2024 HK$’000 | |
|---|---|---|
| Financial assets at fair value through profit or loss | ||
| Unlisted equity investments: | ||
| At the beginning of the period/year | 40,552 | 42,113 |
| Changes in fair value recognised in profit or loss during the period/year | 2,101 | (1,303) |
| Exchange gain/(loss) recognised in profit or loss during the period/year | 458 | (258) |
| At the end of the period/year | 43,111 | 40,552 |
| Unlisted investment funds: | ||
| At the beginning of the period/year | 691,032 | 643,242 |
| Capital contribution | 22,185 | 24,098 |
| Changes in fair value recognised in profit or loss during the period/year | 22,314 | 27,883 |
| Exchange gain/(loss) recognised in profit or loss during the period/year | 7,822 | (4,191) |
| At the end of the period/year | 743,353 | 691,032 |
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
21 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (continued)
Financial assets and liabilities measured at fair value on recurring basis (continued)
| | As at
30 June
2025
HK$’000 | As at
31 December
2024
HK$’000 |
| --- | --- | --- |
| Financial assets at fair value through other comprehensive income | | |
| Debt investments: | | |
| At the beginning of the period/year | 23,405 | 50,583 |
| Derecognition | – | (23,890) |
| Changes in fair value recognised in other comprehensive income during the period/year | (10,785) | (3,288) |
| At the end of the period/year | 12,620 | 23,405 |
Fair value measurements and valuation processes
The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market closing prices. The fair value of financial assets that are not traded in active liquid markets are determined using appropriate valuation techniques and inputs. The appropriateness of the valuation techniques and inputs to the fair value measurements are reviewed by the directors of the Company periodically.
Fair value of financial assets and liabilities that are not measured at fair value
The directors of the Company consider that the carrying amounts of other financial assets and financial liabilities recognised at amortised cost approximate their fair values as at 30 June 2025 and 31 December 2024.
CMBC CAPITAL HOLDINGS LIMITED
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
22 RELATED PARTY TRANSACTIONS
The Group had the following related party transactions for the six months ended 30 June 2025 and 2024:
(a) Compensation of key management personnel of the Group
| Six months ended | ||
|---|---|---|
| 30 June 2025 HK$’000 | 30 June 2024 HK$’000 | |
| Short-term employee benefits | 450 | 450 |
| Post-employment benefits | – | – |
| Total compensation to key management personnel | 450 | 450 |
(b) Material transactions with related parties
Apart from transactions disclosed in other notes of the condensed consolidated financial statements, during the period ended 30 June 2025, the Group had the following material transactions with related parties.
| Six months ended | ||
|---|---|---|
| 30 June 2025 HK$’000 | 30 June 2024 HK$’000 | |
| Interest expense to an intermediate holding company (Note (i)) | 30,265 | 21,604 |
| Interest income from a branch of the ultimate holding company | 1 | 6 |
| Asset management fee and investment advisory services fee income from an intermediate holding company, segregated portfolios invested by an intermediate holding company and the ultimate holding company and funds invested by an intermediate holding company (Note (ii)) | 90,157 | 48,798 |
| Performance fee income from funds invested by an intermediate holding company (Note (ii)) | 90 | – |
| Office sharing fee income from an intermediate holding company | 4,440 | 4,440 |
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
22 RELATED PARTY TRANSACTIONS (continued)
(b) Material transactions with related parties (continued)
Notes:
(i) At 30 June 2025, an intermediate holding company provided loans in an aggregate amount of approximately HK$1,353,219,000 (31 December 2024: HK$1,216,061,000) to the Group. The loans bear annual interest rate of 4.5% (2024: 4%) and repayable within one year (31 December 2024: within one year). Interest payable of approximately HK$49,222,000 (31 December 2024: HK$18,904,000) has been accrued from the loans as at 30 June 2025.
(ii) During the periods, the Group earned asset management fee and investment advisory services fee income for services provided to an intermediate holding company, segregated portfolios invested by an intermediate holding company and the ultimate holding company and funds invested by an intermediate holding company. During the six months ended 30 June 2025, the Group also earned performance fee income for the asset management services provided to funds invested by an intermediate holding company.
All related party transactions referred to in Note 22(b) constitute connected transactions or continuing connected transactions defined in Chapter 14A of the Listing Rules (“Chapter 14A”). The Company has complied with the provisions of Chapter 14A for the periods ended 30 June 2025 and 2024.
(c) Material balances with related parties
| | As at
30 June
2025
HK$’000 | As at
31 December
2024
HK$’000 |
| --- | --- | --- |
| Bank balances at a branch of the ultimate holding company | | |
| - House accounts | 68,560 | 51,448 |
| - Segregated accounts | 96,069 | 52,434 |
| Accounts receivable from an intermediate holding company | 72,266 | 58,159 |
| Accounts receivable from segregated portfolio and funds invested by an intermediate holding company | 884 | 2,227 |
| Amount due from an intermediate holding company | 20,435 | - |
| Amount due to an intermediate holding company | - | 103,232 |
| Loans from an intermediate holding company | 1,402,441 | 1,234,965 |
| Accounts payable to the immediate holding company | 2,938 | 2,937 |
| Accounts payable to an intermediate holding company | 11,938 | 1,304 |
CMBC CAPITAL HOLDINGS LIMITED
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
22 RELATED PARTY TRANSACTIONS (continued)
(d) Service agreements with related parties
On 31 May 2019, the Company entered into an office sharing agreement with CMBCI, pursuant to which the Company agreed to grant CMBCI the non-exclusive right to use certain areas of the office space in consideration of the sharing fees payable by CMBCI. On 31 December 2019 and 9 December 2022, the Company entered into renewed office sharing agreements with CMBCI to renew the office sharing agreement.
On 16 December 2021, the Company (for itself and on behalf of other members of the Group) entered into a service agreement with China Minsheng Bank (for itself and on behalf of other members of China Minsheng Bank Group), pursuant to which, (i) China Minsheng Bank Group agreed to provide China Minsheng Bank underwriting referral services to the Group and the Group agreed to provide China Minsheng Bank subscription referral services to China Minsheng Bank Group; (ii) the Group agreed to provide asset management services, investment advisory service and ancillary services to the China Minsheng Bank Group, its associates or any third parties who are deemed to be connected with the Company under Rule 14A.20 of the Listing Rules and China Minsheng Bank Group agreed to provide distribution services to the Group; (iii) the Group agreed to provide underwriting services to China Minsheng Bank Group; (iv) China Minsheng Bank Group agreed to provide custodian services to the Group; and (v) China Minsheng Bank Group agreed to provide deposit services to the Group. The service agreement and the transactions contemplated thereunder, and the proposed annual caps were approved at the special general meeting on 12 January 2022.
On 29 November 2024, the Company (for itself and on behalf of other members of the Group) entered into the service agreement with China Minsheng Bank (for itself and on behalf of other members of China Minsheng Bank Group), pursuant to which, (a) the Group agreed to provide asset management services, investment advisory service and/or ancillary services to the China Minsheng Bank Group, its associates or any third parties who are deemed to be connected with the Company under Rule 14A.20 of the Listing Rules and China Minsheng Bank Group agreed to provide the distribution services to the Group; (b) the Group agreed to provide the underwriting services to China Minsheng Bank Group; and (c) China Minsheng Bank Group agreed to provide the deposit services to the Group. The service agreement and the transactions contemplated thereunder, and the proposed annual caps were approved at the special general meeting on 31 December 2024.
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
22 RELATED PARTY TRANSACTIONS (continued)
(d) Service agreements with related parties (continued)
During the period ended 30 June 2025, there were transactions relating to provision of asset management and investment advisory services, provision of deposit services and office sharing (Previous Period: transactions relating to provision of asset management and investment advisory services, provision of deposit services and office sharing).
23 INVOLVEMENT WITH UNCONSOLIDATED STRUCTURED ENTITIES
| | As at
30 June
2025
HK$'000 | As at
31 December
2024
HK$'000 |
| --- | --- | --- |
| Unlisted investment funds | 743,353 | 691,032 |
The Group has concluded that the unlisted investment funds in which it invests, but that it does not consolidate meets the definition of structured entities because:
- the voting rights in the funds are not dominant rights in deciding who controls them as they relate to administrative tasks only;
- each fund's activities are restricted by its articles of associations; and/or
- the funds have narrow and well defined objectives to provide investment opportunities to investors.
The table below describes the type of structured entity that the Group does not consolidate but in which it holds an interest:
| Type of structured entity | Nature and purpose | Interest held by the Group |
|---|---|---|
| Unlisted investment funds | To manage assets on behalf of third party investors | Acting as limited partner |
CMBC CAPITAL HOLDINGS LIMITED
54
INTERIM REPORT 2025
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
23 INVOLVEMENT WITH UNCONSOLIDATED STRUCTURED ENTITIES (continued)
The table below sets out interests held by the Group in unconsolidated structured entities. The maximum exposure to loss is the carrying amount of the financial assets held.
| As at 30 June 2025 | ||
|---|---|---|
| Number of investment funds | Carrying amount included in financial assets at fair value through profit or loss HK$’000 | |
| Unlisted investment funds | 7 | 743,353 |
| As at 31 December 2024 | ||
| Number of investment funds | Carrying amount included in financial assets at fair value through profit or loss HK$’000 | |
| Unlisted investment funds | 7 | 691,032 |
During the six months ended 30 June 2025 and the year ended 31 December 2024, the Group did not provide financial support to the unconsolidated structured entities and has no intention of providing financial or other support.
24 IMMEDIATE AND ULTIMATE HOLDING COMPANIES
The immediate holding company is CMBC International Investment Limited, which is incorporated in the British Virgin Islands, and the ultimate controlling company is China Minsheng Banking Corp., Ltd., which is incorporated in the People's Republic of China.