AI assistant
Vala Inc. — Annual Report 2025
Mar 27, 2026
50359_rns_2026-03-27_755786df-9b4a-4725-a853-6ebe4b36344a.pdf
Annual Report
Open in viewerOpens in your device viewer
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
==> picture [45 x 41] intentionally omitted <==
==> picture [45 x 42] intentionally omitted <==
Vala Inc.
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2051)
ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
The board (the “ Board ”) of directors (the “ Directors ”) of Vala Inc. (the “ Company ”) announces the audited consolidated results of the Company and its subsidiaries (collectively, the “ Group ” or “ we ”) for the year ended 31 December 2025.
FINANCIAL HIGHLIGHTS
| Year-on-year | |||
|---|---|---|---|
| 2025 | 2024 | change | |
| RMB’000 | RMB’000 | Percentage | |
| (approximate) | (approximate) | (approximate) | |
| Revenue | 243,027 | 224,649 | 8.2% |
| valalife business revenue | 102,178 | 16,367 | 524.3% |
| Credit facilitation and service fee | 33,274 | 58,607 | (43.2%) |
| SaaS service fee | 36,733 | 75,024 | (51.0%) |
| Children’s entertainment business | |||
| revenue | 29,048 | 31,447 | (7.6%) |
| Other revenue | 41,794 | 43,204 | (3.3%) |
| Operating loss for the year | (154,297) | (61,125) | 152.4% |
| Net loss for the year | (151,096) | (69,018) | 118.9% |
| Non-IFRS measures | |||
| Non-IFRS adjusted operating | |||
| loss for the year | (97,876) | (43,052) | 127.3% |
| Non-IFRS adjusted net | |||
| loss for the year | (98,506) | (40,775) | 141.6% |
– 1 –
Notes:
-
(1) Non-IFRS adjusted operating loss for the year is defined as operating loss for the years ended 31 December 2025 and 2024 excluding share-based compensation expenses, fair value loss of financial assets at fair value through profit or loss (“ FVPL ”), loss on disposal of property, plant and equipment and intangible assets, loss on disposal of subsidiaries and other losses. For details, please refer to the section headed “Non-IFRS measures” below.
-
(2) Non-IFRS adjusted net loss for the year is defined as net loss for the years ended 31 December 2025 and 2024 excluding share-based compensation expenses, fair value loss/(gain) of financial assets/ liabilities at FVPL, loss on disposal of property, plant and equipment and intangible assets, loss on disposal of subsidiaries and other losses. For details, please refer to the section headed “Non-IFRS measures” below.
MANAGEMENT DISCUSSION AND ANALYSIS
BUSINESS REVIEW
The Group currently principally operates three business segments: the valalife business, the SaaS business and the credit facilitation business.
valalife business
The core competitive strengths of the Group’s valalife business are derived from the distinctive business model of vala automobile:
==> picture [111 x 71] intentionally omitted <==
----- Start of picture text -----
Sales – a unique co-creator
system and a dealer channel
model that leverages the
resources of partner OEMs
for efficient expansion
----- End of picture text -----
==> picture [409 x 206] intentionally omitted <==
----- Start of picture text -----
R&D and manufacturing – Marketing – leveraging
the hundreds-of-millions-
joint R&D with major
domestic OEMs and OEM level traffic reach of social
media to promote the
mass production
vala lifestyle
valalife
Operation – centered around
Product definition – the vibrant car lifestyle community
employing vala club and its unique
groundbreaking designs such as underground store, and
the factory-installed pop-up roof, complemented by highly engaging
which redefines the car as a vala car lifestyle merchandise, a
mobile third living space deep connection is built with users
----- End of picture text -----
– 2 –
1. Product definition[—] employing groundbreaking designs such as the factory-installed pop-up roof, which redefines the car as a mobile third living space
The vala automobile launched by the Group is China’s first new-energy multi-purpose automobile with a factory-installed pop-up roof. It innovatively integrates three core elements[—] a tent-like sloping roof structure, Lego-style modular design and a high-quality entertainment system[—] and is dedicated to driving the evolution of automobile from a single means of transportation to a mobile third living space, creating new scenarios that seamlessly connect urban and natural environments.
As a lifestyle platform, vala automobile offer users a highly personalized mobile living space in which they can engage in a variety of lifestyle scenarios, including office negotiations, business meetings, parent-child entertainment, dining and relaxation, gatherings with friends, movie watching and karaoke, outdoor camping and travel, which significantly extends the boundaries and possibilities of urban lifestyles. As a production tool, vala automobile can be flexibly converted into diverse commercial formats such as mobile stores, coffee trucks, beauty pods and market stalls, effectively expanding users’ business scenarios and service capabilities and serving as an innovative production tool enabling mobile commercial activities.
2. R&D and manufacturing — joint R&D with major domestic OEMs and OEM mass production
vala automobile employs a deep collaboration model with domestic OEMs, involving joint R&D and original equipment manufacturer (OEM) mass production. Leveraging the mature automobile manufacturing systems and supply chain resources of its partner OEMs, vala achieves efficient asset-light operations while ensuring product quality and delivery stability.
By 2025, the Group had completed the market deployment of two camping automobiles, the vala pro and vala home, precisely targeting differentiated consumer groups and diverse price ranges to meet the needs of various customers. Currently, more OEMs in the industry are actively seeking cooperation, intending to work with the Group to create a wider range of new customized models, continuously enriching vala Automotive’s product portfolio and helping the Group further deepen its strategic layout in the automotive industry.
– 3 –
3. Sales[—] a unique co-creator system and a dealer channel model that leverages the resources of partner OEMs for efficient expansion
vala automobile pioneered the co-creator model, focusing on selecting quality vala automobile owners who are keen on the vala lifestyle and willing to share, to join the team of vala co-creators, building a word-of-mouth and sales network spanning online and offline channels. As of 31 December 2025, the Group had successfully recruited 436 quality vala co-creators to promote and sell vala automobile through their first-hand experience in using vala and their influence across various social media platforms and offline scenarios. As co-creators continue to collaborate with the Group and delivery volumes gradually increase, the mobile store model of vala has initially taken shape. Furthermore, leveraging the mature nationwide dealer network of our partner OEMs, the Group selects high-quality dealers that align with the vala brand style to conduct cooperative sales. This allows for rapid expansion of the nationwide sales network without incurring high costs in building its own stores, effectively reaching a wider range of potential car owners.
4. Marketing — leveraging the hundreds-of-millions-level traffic reach of social media to promote the vala lifestyle
valalife has built a competitive automobile lifestyle content ecosystem and a distinctive lifestyle marketing model. Through a deep understanding of the automobile lifestyle and insights into modern ways of living, we continue to explore and develop multi-dimensional mobile living scenarios, building an automobile lifestyle content system unique to valalife. On this basis, we have disrupted the conventional marketing rules of the traditional automobile industry, forming a sustainable, fission-driven lifestyle marketing loop that allows the brand to grow organically within the real lives of users, thereby building long-term and deep-rooted brand competitiveness and an ecosystem moat. As of 31 December 2025, the cumulative number of registered users of the valalife Mini Program had grown from approximately 37,000 as of 31 December 2024 to approximately 115,000. As of 31 December 2025, the total number of fans of vala automobile on various social media platforms had reached approximately 3.10 million, and relevant videos had been played over 840 million times in aggregate.
– 4 –
5. Operation[—] centered around the vibrant car lifestyle community vala club and its unique underground store, and complemented by highly engaging vala car lifestyle merchandise, a deep connection is built with users
vala club and the Underground City Store are vala’s lifestyle community centered around the car, and a core link connecting car owners to a new lifestyle. They are also staunch practitioners and deep promoters of the electric automobile lifestyle concept. Through vala club, we not only create exclusive community services for vala owners, but also sincerely welcome non-vala owners to experience the wonderful lifestyle advocated by vala. We hope to use the car as a medium to build a shared community for car owners, allowing them to explore hidden gems in China that are easily accessible by car and where they can enjoy a parked lifestyle, unlocking diverse experiences of a wonderful life together.
In 2025, vala club hosted nearly 300 events, spending holidays and weekends with almost 10,000 car enthusiasts and witnessing countless facets of life. In 2026, vala club will undergo a major upgrade, offering not only long-distance “China Tour” road trips for those seeking adventure, but also readily accessible weekend community activities like “City Tours.” vala club is using cars as a bond to continue exploring the possibilities of electric automobile living with all those who love life.
To provide vala owners and potential owners with a “full-scenario car ownership experience,” the Group has further developed a multi-functional integrated business model — the Underground City Store — combining vala car display and experience, car-related product experience, and offline interaction within the owner community. As of 31 December 2025, the Group has opened three Underground City Stores in Hangzhou, Changsha, and Qingdao. It has also signed agreements with partners in several key cities including Wuhan, Chengdu, Zhengzhou, and Guangzhou, with subsequent stores to be opened according to plan. These stores aim to provide vala owners and potential owners with a one-stop, high-quality experience space that meets their needs for viewing, selecting, using, enjoying, and discussing cars, building a complete space from product experience to a lifestyle community, and achieving a deep connection between the brand and its users.
– 5 –
The Group, centered around its core business of vala automobile, has deeply established a strong presence in the automotive aftermarket and cultural and creative peripheral sectors, creating a diversified product matrix. Targeting vala owners, the Group has precisely developed and launched a full range of automotive-compatible peripheral products, covering multiple categories such as in-automobile functional accessories, interior decorations, and practical protective gear, offering customers multiple purchasing methods including online selection and offline store experiences. These products are all custom-designed based on the vala automobile’s model and functional characteristics, achieving a high degree of integration with the vehicle as a whole, providing owners with a one-stop, high-quality car accessory selection, and comprehensively enhancing the driving experience. Simultaneously, leveraging its own brand IP, the Group develops lifestyle peripheral products for all consumer groups, including non-vala owners, covering diverse categories such as daily cultural and creative products, trendy accessories, and home furnishings, breaking down the consumption boundaries between car owners and non-car owners. The aforementioned two types of peripheral products not only effectively strengthen the emotional connection and stickiness between users and the vala brand, but also enrich the Group’s sources of profit growth, further expand the commercial value of vala’s automotive aftermarket, help the Group build a synergistic development pattern of “automotive core business + peripheral ecosystem”, and promote the dual enhancement of brand value and market benefits.
SaaS business
In 2025, the development of the Little Blue Book business remained stable. On the To B front, we continued to deepen our efforts in vertical industry versions, replicating the successful experience of previous industry versions. Following in-depth preliminary market research and integrating AI-powered engines, we released an updated cross-border logistics industry version on 18 February 2025, aiming to provide a more comprehensive one-stop marketing solution for cross-border logistics industry clients. We not only possess more comprehensive cross-border e-commerce data resources, but can also leverage AI and big data technology to conduct in-depth analysis of import and export data and industrial chains. Combined with features such as map-based customer acquisition, intelligent networking and CRM customer management, we have truly achieved a full-process closed loop, covering the entire journey from prospecting to account management. Currently, the Little Blue Book cross-border logistics version covers over 200 countries and regions worldwide and encompasses hundreds of millions of import and export trade data records. Combined with its full-spectrum industry chain feature, it can accurately identify the cooperation networks and potential demands of enterprises along the chain. On the To C front, as of 31 December 2025, the Little Blue Book App (the “ Little Blue Book ”) had approximately 7.1 million registered users.
– 6 –
Credit facilitation business
In respect of the credit facilitation business, the Group operates a widely-used credit card management platform, 51 Credit Card Manager App (the “ 51 Credit Card Manager ”). As of 31 December 2025, the number of registered users of 51 Credit Card Manager and the cumulative number of credit cards managed remained largely unchanged as compared to those as of 31 December 2024, at approximately 88.8 million and approximately 152.5 million respectively. Given the anticipated impact of the “Notice on Strengthening the Management of the Internet Loan Facilitation Business of Commercial Banks and Improving the Quality and Efficiency of Financial Services” issued by the National Financial Regulatory Administration of China in the first half of 2025, we further scaled back the overall credit facilitation business and ceased new business origination in July 2025 in order to mitigate business risks.
For the year ended 31 December 2025, the Group’s revenue amounted to approximately RMB243.0 million, representing an increase of approximately 8.2% from approximately RMB224.6 million for the year ended 31 December 2024; the Group’s operating loss amounted to approximately RMB154.3 million, representing an increase of approximately 152.4% from approximately RMB61.1 million for the year ended 31 December 2024; and the Group’s net loss increased by approximately 118.9% from approximately RMB69.0 million for the year ended 31 December 2024 to approximately RMB151.1 million for the year ended 31 December 2025.
In terms of non-IFRS measures, for the year ended 31 December 2025, our non-IFRS adjusted operating loss increased by approximately 127.3% from approximately RMB43.1 million for the year ended 31 December 2024 to approximately RMB97.9 million for the year ended 31 December 2025; and our non-IFRS adjusted net loss increased by approximately 141.6% from approximately RMB40.8 million for the year ended 31 December 2024 to approximately RMB98.5 million for the year ended 31 December 2025. Please refer to the section headed “Financial review — Non-IFRS measures” of this announcement for the definition, explanation of usage and reconciliation of non-IFRS measures.
– 7 –
| 2025 | 2025 | 2024 | 2024 | Year-on- | |
|---|---|---|---|---|---|
| year change | |||||
| RMB’000 | RMB’000 | Percentage | |||
| (approx.) | (approx.) | (approx.) | (approx.) | (approx.) | |
| Revenue | 243,027 | 100.0% | 224,649 | 100.0% | 8.2% |
| valalife business revenue | 102,178 | 42.0% | 16,367 | 7.3% | 524.3% |
| Credit facilitation and service fee | 33,274 | 13.7% | 58,607 | 26.1% | (43.2%) |
| SaaS service fee | 36,733 | 15.1% | 75,024 | 33.4% | (51.0%) |
| Children’s entertainment business | |||||
| revenue | 29,048 | 12.0% | 31,447 | 14.0% | (7.6%) |
| Other revenue | 41,794 | 17.2% | 43,204 | 19.2% | (3.3%) |
| Operating loss for the year | (154,297) | (61,125) | 152.4% | ||
| Net loss for the year | (151,096) | (69,018) | 118.9% | ||
| Non-IFRS adjusted operating loss | |||||
| for the year(1) | (97,876) | (43,052) | 127.3% | ||
| Non-IFRS adjusted net loss | |||||
| for the year(2) | (98,506) | (40,775) | 141.6% |
Notes:
-
(1) Non-IFRS adjusted operating loss for the year is defined as operating loss for the years ended 31 December 2025 and 2024 excluding share-based compensation expenses, fair value loss of financial assets at fair value through profit or loss (“ FVPL ”), loss on the disposal of property, plant and equipment and intangible assets, loss on the disposal of subsidiaries and other losses. For details, please refer to the section headed “Non-IFRS measures” below.
-
(2) Non-IFRS adjusted net loss for the year is defined as net loss for the years ended 31 December 2025 and 2024 excluding share-based compensation expenses, fair value loss/(gain) of financial assets/ liabilities at FVPL, loss on disposal of property, plant and equipment and intangible assets, loss on disposal of subsidiaries and other losses. For details, please refer to the section headed “Non-IFRS measures” below.
1. valalife business
The Group actively expanded its automobile business incubated from the camping business and combined the two to establish the valalife business. The valalife business principally generates sales income through the sale of vala automobile and vala automobile lifestyle products. Revenue from the valalife business increased by approximately 524.3% from approximately RMB16.4 million for the year ended 31 December 2024 to approximately RMB102.2 million for the year ended 31 December 2025.
– 8 –
2. SaaS business
Our SaaS business mainly consists of the Little Blue Book business and the smart retail business as well as the bank operations management business. Little Blue Book is an intelligent sales growth cloud platform that generates subscription income from corporate customers and individual users. Our smart retail business mainly provides new retail digital transformation solutions to chain retail enterprises and merchants, and generates income based on customer usage (such as transaction amounts and cloud service usage). The bank operations management business mainly provides full-process back-office operation management services to financial institutions such as banks. Revenue from the SaaS business decreased by approximately 51.0% from approximately RMB75.0 million for the year ended 31 December 2024 to approximately RMB36.7 million for the year ended 31 December 2025, primarily due to the completion of a placing of the 10.16% shareholding held by the Group in China Netcom Technology Holdings Limited (“ China Netcom ”) on 9 June 2025, and the completion of the sale of the remaining 29% shareholding in China Netcom on 15 July 2025, and from 9 June 2025 onwards, China Netcom ceased to be a subsidiary of the Group, and therefore revenue from the smart retail business operated by China Netcom decreased significantly as compared to last year. For further details about the Group’s disposal of its shares held in China Netcom (including the said placing), please refer to the sections headed “Material Acquisition and Disposal” in this results announcement.
3. Credit facilitation service
The Board considers that the credit facilitation business offers credit solutions at competitive prices to fill a gap in the PRC lending market by targeting borrowers who have been largely underserved by traditional PRC commercial financial institutions (the “ Target Borrowers ”). The Group, through its online platforms, refers the Target Borrowers who are assessed to have a satisfactory credit level to partner financial institutions of the Funders by providing credit facilitation services and receives guarantee fees upon successful drawdown of loans by Target Borrowers. We also provide credit enhancement to partner financial institutions through a licensed financial guarantee company within the Group.
For the year ended 31 December 2025, the total volume of credit facilitation business was approximately RMB504.9 million, all conducted in cooperation with financial institutions, representing a decrease of approximately 54.5% from approximately RMB1,109.3 million for the year ended 31 December 2024, mainly due to the fact that the Group ceased new business origination for its credit facilitation business in July 2025. The Day-1 delinquency rate (defined as the total amount of overdue principal as of a specified date divided by the total principal amount due for repayment as of such date) of the credit facilitation assets facilitated during the year ended 31 December 2025 was below 4.7%, and the 30-day collection rate of overdue assets was approximately 74%. The average tenure of loans increased
– 9 –
to approximately 9.4 months for the year ended 31 December 2025 from approximately 8.9 months for the year ended 31 December 2024, and the average loan amount decreased to approximately RMB6,800 for the year ended 31 December 2025 from approximately RMB7,500 for the year ended 31 December 2024.
4. Children’s entertainment business
The Group’s children’s entertainment business adopts a differentiated operating model of “IP + technology + asset-light”, setting up unmanned intelligent amusement zones of 20 to 50 square meters in cooperation with commercial complexes and deploying entertainment equipment, the business serves the parent-child customer segment targeting children aged 2 to 12 and achieves automated remote operation and maintenance with precision monitoring through a real-time data monitoring system. Revenue from the children’s entertainment business decreased by approximately 7.6% from approximately RMB31.4 million for the year ended 31 December 2024 to approximately RMB29.0 million for the year ended 31 December 2025.
OUTLOOK
In terms of the valalife business, as of 31 December 2025, vala automobile had covered 26 provinces and over 100 cities nationwide. With the continued delivery of the vala pro and vala home models and the rollout of more scenario-based ecosystems, valalife’s business footprint continues to expand. With effect from 11 June 2025, the Company officially changed its name from “51 Credit Card Inc.” to “Vala Inc.”. This name change not only signifies a comprehensive upgrade of the Group’s brand system, but also clearly positions the new-energy mobile lifestyle brand valalife as the strategic core of future development, actively exploring new lifestyle domains with greater consumer potential and scenario versatility. Looking ahead, valalife will continue to embrace open collaboration and technological innovation at its core, bridging “automobile manufacturers”, “lifestyle scenario designers” and the “co-creation ecosystem community”, injecting new growth momentum into China’s mobile living market, creating a richer range of mobile lifestyles and leading a new generation of automotive living experiences.
In terms of the SaaS business, Little Blue Book is dedicated to developing AI engine optimization technology for search engines, helping enterprises reduce promotional costs and enhance conversion efficiency across major search platforms. We hope to empower the digital transformation of small and medium-sized enterprises through this technology, thereby achieving a further increase in overall revenue.
– 10 –
FINANCIAL INFORMATION
The Board announces the audited consolidated results of the Group for the year ended 31 December 2025, together with the comparative figures for the year ended 31 December 2024 as below.
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
| Notes valalife business revenue 2 Credit facilitation and service fee 2 SaaS service fee Children’s entertainment business revenue Other revenue 3 Total revenue Origination and servicing expenses 4 General and administrative expenses 4 Research and development expenses 4 Sales and marketing expenses 4 Expected credit loss, net 5 Other gain, net 6 Total operating expenses Operating loss Share of net loss of associates accounted for using equity method Fair value gain/(loss) of financial liabilities at fair value through profit or loss Finance income, net Loss before income tax Income tax credit 7 Loss for the year |
Year ended 31 December 2025 2024 RMB’000 RMB’000 102,178 16,367 33,274 58,607 36,733 75,024 29,048 31,447 41,794 43,204 243,027 224,649 (253,263) (209,138) (56,145) (56,287) (47,521) (41,196) (69,940) (51,465) (26,143) (41,442) 55,688 113,754 (397,324) (285,774) (154,297) (61,125) (2,371) (298) 3,831 (10,170) 105 2,453 (152,732) (69,140) 1,636 122 (151,096) (69,018) |
|---|---|
– 11 –
| Notes Loss for the year attributable to: — Owners of the Company — Non-controlling interests Other comprehensive income/(loss) Items that may not be reclassified to profit or loss Change in fair value attributable to change in the credit risk of other financial liability designated at fair value through profit or loss Currency translation differences Total comprehensive loss for the year, net of tax Total comprehensive loss attributable to: — Owners of the Company — Non-controlling interests Loss per share attributable to owners of the Company — basic and diluted (expressed in RMB per share): Loss for the year—basic 8 Loss for the year — diluted 8 |
Year ended 31 December 2025 2024 RMB’000 RMB’000 (150,699) (60,156) (397) (8,862) (151,096) (69,018) 300 643 887 2,989 (149,909) (65,386) (149,512) (56,613) (397) (8,773) (149,909) (65,386) (0.10) (0.05) (0.10) (0.05) |
|---|---|
The above consolidated statement of comprehensive loss should be read in conjunction with the accompanying notes.
– 12 –
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Notes NON-CURRENT ASSETS Property and equipment, net Right-of-use assets Intangible assets 9 Investments accounted for using equity method Financial assets at fair value through profit or loss Deferred income tax assets Prepayments and other receivables 10 Total non-current assets CURRENT ASSETS Inventory Quality assurance fund receivable 11 Contract assets 12 Trade receivables 13 Prepayments and other receivables 10 Loans to customers, net Restricted cash Cash and cash equivalents Total current assets Total assets EQUITY AND LIABILITIES Share capital Reserves Equity attributable to owners of the Company Non-controlling interests Total equity |
As at 31 December 2025 2024 RMB’000 RMB’000 131,273 154,262 1,448 9,682 1,148 36,320 14,045 16,018 54,602 68,256 16,328 15,276 129 641 218,973 300,455 22,293 4,360 1,396 9,772 11,018 24,465 39,920 51,383 170,486 122,051 186,991 193,772 54,620 89,167 159,469 280,326 646,193 775,296 865,166 1,075,751 110 110 653,122 802,587 653,232 802,697 (3,931) (23,175) 649,301 779,522 |
|---|---|
– 13 –
| Notes LIABILITIES NON-CURRENT LIABILITIES Lease liabilities Total non-current liabilities CURRENT LIABILITIES Quality assurance fund payable 11 Payable to platform customers Contract liabilities 12 Bank and other borrowings Lease liabilities Trade and other payables 14 Financial liabilities at fair value through profit or loss Total current liabilities Total liabilities Total equity and liabilities |
As at 31 December 2025 2024 RMB’000 RMB’000 884 7,189 884 7,189 5,273 23,359 46,321 48,755 33,222 25,609 14,631 59,820 496 2,034 33,162 43,456 81,876 86,007 214,981 289,040 215,865 296,229 865,166 1,075,751 |
As at 31 December 2025 2024 RMB’000 RMB’000 884 7,189 884 7,189 5,273 23,359 46,321 48,755 33,222 25,609 14,631 59,820 496 2,034 33,162 43,456 81,876 86,007 214,981 289,040 215,865 296,229 865,166 1,075,751 |
|---|---|---|
| 7,189 | ||
| 23,359 48,755 25,609 59,820 2,034 43,456 86,007 |
||
| 289,040 | ||
| 296,229 | ||
| 1,075,751 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
– 14 –
NOTES
1. MATERIAL ACCOUNTING POLICY INFORMATION
1.1 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with all applicable IFRS Accounting Standards and the applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and by the Hong Kong Companies Ordinance.
IFRS Accounting Standards comprise International Financial Reporting Standards (“ IFRS ”), International Accounting Standards (“ IAS ”), and Interpretations. The consolidated financial statements of the Group have been prepared under the historical cost convention, as modified by the revaluation of financial instruments at fair value through profit or loss.
The preparation of consolidated financial statements of the Group in conformity with IFRS Accounting Standards requires the use of certain key assumption and estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies.
1.2 Adoption of new and revised IFRS Accounting Standards
In the current year, the Group has adopted all the new and revised IFRS Accounting Standards that are relevant to its operations and effective for its accounting year beginning on 1 January 2025. The adoption of these new and revised IFRS Accounting Standards did not result in significant changes to the Group’s accounting policies, presentation of the Group’s consolidated financial statements and amounts reported for the current year and prior years.
The Group has not applied the new IFRS Accounting Standards that have been issued but are not yet effective. The Group has already commenced an assessment of the impact of these new IFRS Accounting Standards but is not yet in a position to state whether these new IFRS Accounting Standards would have a material impact on its results of operations and financial position.
2 CREDIT FACILITATION AND SERVICE FEE AND VALALIFE BUSINESS REVENUE
2.1 Credit facilitation and service fee
| Upfront credit facilitation service fee Post credit facilitation service fee |
Year ended 31 December 2025 2024 RMB’000 RMB’000 13,653 26,217 19,621 32,390 33,274 58,607 |
Year ended 31 December 2025 2024 RMB’000 RMB’000 13,653 26,217 19,621 32,390 33,274 58,607 |
|---|---|---|
| 58,607 |
– 15 –
- Note: The unsatisfied performance obligation as at 31 December 2025 was approximately RMB5,385,546 (2024: RMB16,894,013). Management expects that 100% of the transaction price allocated to the unsatisfied contracts as at 31 December 2025 and 2024 will be recognized as revenue within the next twelve months.
2.2 valalife business revenue
| vala automobile revenue Camping service fee |
Year ended 31 December 2025 2024 RMB’000 RMB’000 95,883 — 6,295 16,367 102,178 16,367 |
Year ended 31 December 2025 2024 RMB’000 RMB’000 95,883 — 6,295 16,367 102,178 16,367 |
|---|---|---|
| 16,367 |
3 OTHER REVENUE
| Overdue charges Referral service fee Credit card technology service fee Sales of automotive equipment Others 4 EXPENSES BY NATURE Cost of vala automobile Employee benefit expenses External technical service fees Fund transfer charges Marketing and advertising fees Depreciation and amortization Professional service fees Office expenses Auditor’s remuneration Camping operating fee Automobile business research and development cost Short-term lease expenses Others Total amount of origination and servicing expenses, general and administrative expenses, research and development expenses and sales and marketing expenses |
Year ended 31 December 2025 2024 RMB’000 RMB’000 6,680 5,932 16,586 23,149 317 1,594 6,135 — 12,076 12,529 41,794 43,204 Year ended 31 December 2025 2024 RMB’000 RMB’000 80,870 — 117,333 117,156 67,986 97,621 696 701 39,636 25,587 38,146 35,018 6,520 10,890 13,897 12,299 2,300 2,300 1,706 7,086 23,329 19,949 16,132 15,681 18,318 13,798 426,869 358,086 |
Year ended 31 December 2025 2024 RMB’000 RMB’000 6,680 5,932 16,586 23,149 317 1,594 6,135 — 12,076 12,529 41,794 43,204 Year ended 31 December 2025 2024 RMB’000 RMB’000 80,870 — 117,333 117,156 67,986 97,621 696 701 39,636 25,587 38,146 35,018 6,520 10,890 13,897 12,299 2,300 2,300 1,706 7,086 23,329 19,949 16,132 15,681 18,318 13,798 426,869 358,086 |
|---|---|---|
| 358,086 |
– 16 –
- Note: Incremental costs to obtain arrangements where the Group is not the loan originator are generally expensed off when incurred, because the amortization periods of these incremental costs are one year or less. These costs are recorded as sales and marketing expenses.
5 EXPECTED CREDIT LOSS, NET
The composition of ECL provided for the years ended 31 December 2025 and 2024 is as follows:
| Trade receivables (Note 13) Prepayments and other receivables Contract assets (Note 12) Loans to customers, net Quality assurance fund (Note 11) OTHER GAIN, NET Fair value loss on financial assets at FVPL Government grants (a) Loss on disposal of Property, plant and equipment Loss on disposal of intangible asset Loss on disposal of listed subsidiary Loss on disposal of investment in associate Gain on disposal of unlisted subsidiary Others (b) |
Year ended 31 December 2025 2024 RMB’000 RMB’000 2,343 1,128 1,721 1,475 3,805 4,967 (518) (362) 18,792 34,234 26,143 41,442 Year ended 31 December 2025 2024 RMB’000 RMB’000 (4,654) (4,192) 1,371 337 (6,982) (3,709) (1,408) — (13,287) — (23,044) — 608 — 103,084 121,318 55,688 113,754 |
|---|---|
6 OTHER GAIN, NET
-
(a) Government grants represent various subsidies granted by the government authorities which are non-asset-related.
-
(b) The satisfactory recovery of overdue assets in the credit facilitation business of approximately RMB108 million for the year ended 31 December 2025 (2024: RMB125 million).
– 17 –
7 INCOME TAX CREDIT
| Current income tax Deferred income tax |
Year ended 31 December 2025 2024 RMB’000 RMB’000 (175) (17) (1,461) (105) (1,636) (122) |
|---|---|
The Group’s main applicable taxes and tax rates are as follows:
Cayman Islands
The Company was incorporated in the Cayman Islands. Under the current tax laws of the Cayman Islands, the Company is not subject to tax on income or capital gains. In addition, no withholding tax will be imposed on dividends distributed by the Company to its shareholders.
BVI
The Group’s entities incorporated in BVI are not subject to tax on income or capital gains.
HK
The Group’s entities incorporated in HK are subject to profits tax rate of 16.5%
The PRC
Under the Law of the PRC on Enterprise Income Tax (the “ EIT Law ”), the enterprises incorporated in mainland China are generally subject to a uniform enterprise income tax rate of 25%, except for entities qualified as “Software Enterprise”, “High and New Technology Enterprise” (“ HNTE ”) or “Small Low-profit Enterprise” for which preferential tax treatments are granted under EIT Law.
Hangzhou Zhenniu Information Technology Co., Ltd. (“ Hangzhou Zhenniu ”) was requalified as HNTEs in 2022. They were entitled to a preferential income tax rate of 15% for three years. The HNTE qualification is subject to renewal every three years. The HNTE will be expired from 2026.
All other subsidiaries of the Company established in mainland China were subject to enterprise income tax rate of 25%.
Withholding Tax on Undistributed Profits
According to the EIT Law, distribution of profits earned by the companies in the PRC since 1 January 2008 to foreign investors is subject to withholding tax of 5% or 10%, depending on the country of incorporation of the foreign investor, upon the distribution of profits to overseas-incorporated immediate holding companies.
– 18 –
The Group does not have any plan to require its subsidiaries in the PRC to distribute their retained earnings and intends to retain them to operate and expand its business within the PRC. Accordingly, no deferred income tax liability on withholding tax for the undistributed profits of the subsidiaries in the PRC has been accrued.
8 LOSS PER SHARE
- (a) Basic loss per share is calculated by dividing the loss of the Group for the year attributable to owners of the Company by the weighted average number of ordinary shares in issue during the year.
| Loss attributable to owners of the Company (RMB’000) Weighted average number of ordinary shares in issue (’000) Basic loss per share (expressed in RMB) |
Year ended 31 December 2025 2024 (150,699) (60,156) 1,500,152 1,271,269 (0.10) (0.05) |
|---|---|
- (b) Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.
For the year ended 31 December 2025 and 2024, the potential ordinary shares were not included in the calculation of dilutive loss per share, as their inclusion would be anti-dilutive. Accordingly, diluted loss per share for the years ended 31 December 2025 and 2024 is the same as basic loss per share.
| Loss attributable to owners of the Company (RMB’000) Weighted average number of ordinary shares in issue (’000) Weighted average number of ordinary shares for calculation of diluted loss per share (’000) Diluted loss per share (expressed in RMB) |
Year ended 31 December 2025 2024 (150,699) (60,156) 1,500,152 1,271,269 1,500,152 1,271,269 (0.10) (0.05) |
|---|---|
– 19 –
9 INTANGIBLE ASSETS
| Goodwill | Software | Platform | Applications | Trademark | Camping | Total | |
|---|---|---|---|---|---|---|---|
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | |
| (Note (a)) | |||||||
| Cost | |||||||
| At 1 January 2025 | 482,377 | 21,721 | — | — | 5,287 | 3,526 | 512,911 |
| Additions from purchase | — | 667 | — | — | 71 | — | 738 |
| Disposal | — | (19,010) | — | — | (698) | (3,526) | (23,234) |
| Disposal of subsidiary | (482,377) | — | — | — | (160) | — | (482,537) |
| At 31 December 2025 | — | 3,378 | — | — | 4,500 | — | 7,878 |
| Accumulated amortization | |||||||
| At 1 January 2025 | — | (21,565) | — | — | (4,020) | (2,376) | (27,961) |
| Amortization charge for the year (Note (b)) | — | (26) | — | — | (549) | (80) | (655) |
| Disposal | — | 18,770 | — | — | 600 | 2,456 | 21,826 |
| Disposal of subsidiary | — | — | — | — | 60 | — | 60 |
| At 31 December 2025 | — | (2,821) | — | — | (3,909) | — | (6,730) |
| Impairment losses | |||||||
| At 1 January 2025 | (448,630) | — | — | — | — | — | (448,630) |
| Disposal of subsidiary | 448,630 | — | — | — | — | — | 448,630 |
| At 31 December 2025 | — | — | — | — | — | — | — |
| Net book value | |||||||
| At 31 December 2025 | — | 557 | — | — | 591 | — | 1,148 |
| Goodwill | Software | Platform | Applications | Trademark | Camping | Total | |
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | |
| (Note (a)) | |||||||
| Cost | |||||||
| At 1 January 2024 | 482,377 | 26,327 | 9,810 | 3,260 | 5,272 | 4,670 | 531,716 |
| Additions from purchase | — | — | — | — | 15 | — | 15 |
| Disposal | — | (500) | — | — | — | (984) | (1,484) |
| Written off | — | (4,106) | (9,810) | (3,260) | — | (160) | (17,336) |
| At 31 December 2024 | 482,377 | 21,721 | — | — | 5,287 | 3,526 | 512,911 |
| Accumulated amortization | |||||||
| At 1 January 2024 | — | (26,080) | (9,810) | (1,277) | (3,432) | (2,108) | (42,707) |
| Amortization charge for the year (Note (b)) | — | (91) | — | — | (588) | (585) | (1,264) |
| Disposal | — | 500 | — | — | — | 157 | 657 |
| Written off | — | 4,106 | 9,810 | 1,277 | — | 160 | 15,353 |
| At 31 December 2024 | — | (21,565) | — | — | (4,020) | (2,376) | (27,961) |
| Impairment losses | |||||||
| At 1 January 2024 | (448,630) | — | — | (1,983) | — | — | (450,613) |
| Written off | — | — | — | 1,983 | — | — | 1,983 |
| At 31 December 2024 | (448,630) | — | — | — | — | — | (448,630) |
| Net book value | |||||||
| At 31 December 2024 | 33,747 | 156 | — | — | 1,267 | 1,150 | 36,320 |
– 20 –
(a) Impairment tests for goodwill
As at 31 December 2024, goodwill of approximately RMB33,747,000 was recognized as a result of the acquisition of China Netcom in 2017 by the Group. Goodwill is monitored at the operating segment level by the management. The management assessed China Netcom as one separate operating segment (“ China Netcom Unit ”).
Impairment review on the goodwill of the Group has been conducted by the management as at 31 December 2024 according to IAS 36 “Impairment of assets”. For the purpose of impairment review, the recoverable amount of China Netcom Unit containing goodwill is determined based on the higher amount of the fair value less cost of disposal (“ FVLCD ”) and value in use calculations.
As at 31 December 2024, the recoverable amount of China Netcom Unit containing goodwill was determined based on FVLCD, which was estimated by management with reference to the quoted market price of China Netcom’s listed shares on GEM of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange” ). Management considered the recoverable amount of China Netcom Unit containing goodwill was higher than its carrying amount as at 31 December 2024.
Based on the assessment, no impairment on China Netcom Unit containing goodwill was required for the year ended 31 December 2024.
During 2025, the Group disposed of the equity interest in China Netcom.
(b) Amortization of intangible assets
Amortization charges of intangible assets were recorded in the following categories in the consolidated statement of comprehensive loss:
| Origination and servicing expenses General and administrative expenses Research and development expenses |
Year ended 31 December 2025 2024 RMB’000 RMB’000 389 738 193 381 73 145 655 1,264 |
Year ended 31 December 2025 2024 RMB’000 RMB’000 389 738 193 381 73 145 655 1,264 |
|---|---|---|
| 1,264 |
– 21 –
10 PREPAYMENTS AND OTHER RECEIVABLES
| As at 31 | December | |
|---|---|---|
| 2025 | 2024 | |
| RMB’000 | RMB’000 | |
| Included in non-current assets: | ||
| Rental deposits | 129 | 641 |
| Included in current assets: | ||
| Amounts due from related parties | 6,534 | 11,984 |
| Deposits and prepaid expenses | 75,536 | 46,587 |
| Receivable from disposal of bad debts | 13,293 | 5,441 |
| Loan to a Director | — | 148 |
| Loan to third party | 28,024 | 32,479 |
| Withholding tax paid on behalf of grantees under employee | ||
| incentive schemes | 6,292 | 6,292 |
| Receivable from capital reduction of FVPL | 9,000 | — |
| Value-added tax receivables | 19,653 | 10,722 |
| Others | 12,154 | 8,398 |
| 170,486 | 122,051 | |
| Total | 170,615 | 122,692 |
Note: The loan is repayable on demand and the amounts are at an annual rate of 8% to 10%.
11 QUALITY ASSURANCE FUND PAYABLE AND RECEIVABLE
The following table sets forth the Group’s quality assurance fund payable movements for the years ended 31 December 2025 and 2024:
| Opening balance Fair value of newly written quality assurance obligation ECL provided for the year (Note 5) Payouts during the year, net Ending balance |
Year ended 31 December 2025 2024 RMB’000 RMB’000 23,359 37,043 24,385 50,921 18,304 33,142 (60,775) (97,747 5,273 23,359 |
Year ended 31 December 2025 2024 RMB’000 RMB’000 23,359 37,043 24,385 50,921 18,304 33,142 (60,775) (97,747 5,273 23,359 |
|---|---|---|
| 23,359 |
– 22 –
The following table sets forth the Group’s quality assurance fund receivable movements for the years ended 31 December 2025 and 2024:
| Year ended 31 December | Year ended 31 December | Year ended 31 December | ||
|---|---|---|---|---|
| 2025 | 2024 | |||
| RMB’000 | RMB’000 | |||
| Opening balance | 9,772 | 21,060 | ||
| Fair value of newly written quality assurance | obligation | 24,385 | 50,921 | |
| ECL provided for the year (Note 5) | (488) | (1,092) | ||
| Contribution received from borrowers | (32,273) | (61,117) | ||
| Ending balance | 1,396 | 9,772 | ||
| As at | 31 December 2025 | |||
| ECL Staging | ||||
| Stage 1 | Stage 2 | Stage 3 | Total | |
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | |
| Quality assurance fund receivable | 2,382 | 596 | 37,807 | 40,785 |
| Less: ECL allowance under IFRS 9 (a) | (2,382) | (589) | (36,418) | (39,389) |
| Quality assurance fund receivable, net | — | 7 | 1,389 | 1,396 |
| As at | 31 December 2024 | |||
| ECL Staging | ||||
| Stage 1 | Stage 2 | Stage 3 | Total | |
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | |
| Quality assurance fund receivable | 10,831 | 859 | 36,983 | 48,673 |
| Less: ECL allowance under IFRS 9 (a) | (2,620) | (646) | (35,635) | (38,901) |
| Quality assurance fund receivable, net | 8,211 | 213 | 1,348 | 9,772 |
– 23 –
- (a) The following tables explain the changes in the ECL allowance of quality assurance fund receivable by stage for the years ended 31 December 2025 and 2024:
| Year ended 31 December 2025 | Year ended 31 December 2025 | Year ended 31 December 2025 | ||
|---|---|---|---|---|
| Stage 1 | Stage 2 | Stage 3 | ||
| 12-month | Lifetime | Lifetime | ||
| ECL | ECL | ECL | Total | |
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | |
| Opening balance | 2,620 | 646 | 35,635 | 38,901 |
| Net (decrease)/increase for the period (i) | (206) | (28) | 722 | 488 |
| Transfer | ||||
| Transfer from Stage 1 to Stage 2 | (1) | 1 | — | — |
| Transfer from Stage 1 to Stage 3 | (31) | — | 31 | — |
| Transfer from Stage 2 to Stage 3 | — | (30) | 30 | — |
| Ending balance | 2,382 | 589 | 36,418 | 39,389 |
| Year ended 31 December 2024 | ||||
| Stage 1 | Stage 2 | Stage 3 | ||
| 12-month | Lifetime | Lifetime | ||
| ECL | ECL | ECL | Total | |
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | |
| Opening balance | 2,899 | 749 | 34,161 | 37,809 |
| Net (decrease)/increase for the period (i) | (213) | (19) | 1,324 | 1,092 |
| Transfer | ||||
| Transfer from Stage 1 to Stage 2 | (1) | 1 | — | — |
| Transfer from Stage 1 to Stage 3 | (65) | — | 65 | — |
| Transfer from Stage 2 to Stage 3 | — | (85) | 85 | — |
| Ending balance | 2,620 | 646 | 35,635 | 38,901 |
(i) This item includes changes of PD, EAD and LGD due to routine updates to model parameters, and the impact of stage changes on the measurement of ECL.
– 24 –
12 CONTRACT ASSETS/(LIABILITIES)
| Contract assets Less: ECL allowance Contract assets, net Contract liabilities |
As at 31 December 2025 2024 RMB’000 RMB’000 628,666 638,308 (617,648) (613,843) 11,018 24,465 (33,222) (25,609) |
|---|---|
The activity in the total ECL allowance for the years ended 31 December 2025 and 2024 consisted of the following:
| Opening balance Provision of ECL for the year (Note 5) Ending balance |
Year ended 31 December 2025 2024 RMB’000 RMB’000 (613,843) (608,876) (3,805) (4,967) (617,648) (613,843) |
|---|---|
Note: The Group receives payments from borrowers over the tenures of the loans. Contract asset represents the Group’s right to consideration in exchange for services that the Group has provided. A substantial majority of the Group’s contract assets as at 31 December 2025 would be realized within the next twelve months as the weighted average term of the arrangements where the Group is not the loan originator was less than twelve months. The Group determined that there is no significant financing component for its arrangements where the Group is not the loan originator.
13 TRADE RECEIVABLES
| Referral and credit card technology service receivables SaaS service receivables Others ECL allowance |
As at 31 December 2025 2024 RMB’000 RMB’000 245,849 258,761 4,917 9,512 1,208 890 251,974 269,163 (212,054) (217,780) 39,920 51,383 |
|---|---|
– 25 –
The activity in the total ECL allowance for trade receivables as at 31 December 2025 and 2024 consisted of the following:
| As at 31 | December | ||
|---|---|---|---|
| 2025 | 2024 | ||
| RMB’000 | RMB’000 | ||
| Opening balance | (217,780) | (216,652) | |
| Provision of ECL for the year (Note 5) | (2,343) | (1,128) | |
| Disposal of subsidiary | 8,069 | — | |
| Ending balance | (212,054) | (217,780) | |
| Aging analysis of trade receivables based on invoice date is as follows: | |||
| As at 31 | December | ||
| 2025 | 2024 | ||
| RMB’000 | RMB’000 | ||
| Within 30 days | 7,775 | 12,139 | |
| More than 30 days | 244,199 | 257,024 | |
| 251,974 | 269,163 | ||
| 14 | TRADE AND OTHER PAYABLES | ||
| As at 31 | December | ||
| 2025 | 2024 | ||
| RMB’000 | RMB’000 | ||
| Trade payables (a) | 12,600 | 15,480 | |
| Payroll and welfare payable | 15,034 | 15,624 | |
| Professional service expenses | 2,526 | 1,617 | |
| Others | 3,002 | 10,735 | |
| 33,162 | 43,456 |
(a) Trade payables represent payables of collection service charges.
– 26 –
The aging analysis of trade payables based on invoice date is as below:
| Within 30 days 30 to 90 days 90 to 180 days 180 to 360 days over 360 days |
As at 31 December 2025 2024 RMB’000 RMB’000 7,302 10,974 3,852 2,662 240 1,004 421 621 785 219 12,600 15,480 |
As at 31 December 2025 2024 RMB’000 RMB’000 7,302 10,974 3,852 2,662 240 1,004 421 621 785 219 12,600 15,480 |
|---|---|---|
| 15,480 |
15 DIVIDEND
No dividend has been paid or declared by the Company for the year ended 31 December 2025 (2024: Nil).
16 CONTINGENT LIABILITIES
Hangzhou Enniu Network Technology Co., Ltd. (“ Enniu Network ”), a subsidiary of the Company, has been cooperating with Bank of Wenzhou Co., Ltd. (“ Bank of Wenzhou ”) in the co-branded credit card business since 2017, and all co-branded credit cards expired in August 2023. There is a dispute between the two parties regarding the settlement and distribution of funds related to this business. As at 31 December 2025, Bank of Wenzhou had filed a lawsuit against Enniu Network with the People’s Court of Xihu District, Hangzhou, which has been accepted by the court. Enniu Network had also filed a counterclaim against Bank of Wenzhou with the same court, which has likewise been accepted. The court proceedings are ongoing, and no judgment has been rendered. As at 31 December 2025, no provision has been made for this matter as the Group is unable to reasonably predict ultimate outcome of the aforementioned matter. The Group estimates that the amount involved for which no provision has been made is approximately RMB45 million.
17 EVENT AFTER REPORTING PERIOD
Reference is made to the announcement of the Company dated 5 February 2026 in relation to the Group entered into a conditional settlement agreement to resolve ongoing disputes relating to Shouhui Kaizhuo. The agreement involves debt restructuring, equity transfers and economic benefit arrangements, and is subject to independent shareholders’ approval.
This event indicates uncertainties regarding the control, ownership structure and recoverability of assets associated with Shouhui Kaizhuo. Such uncertainties are related to the matters that gave rise to the qualified opinion stated in this annual report, though management considers that no adjustments are required to the financial statements as at 31 December 2025.
Depending on the outcome and implementation of the settlement agreement, the Group’s financial position and results of operations in future periods may be affected.
– 27 –
FINANCIAL REVIEW
Revenue
Our total revenue increased by approximately 8.2% from approximately RMB224.6 million for the year ended 31 December 2024 to approximately RMB243.0 million for the year ended 31 December 2025.
Revenue from the valalife business increased by approximately 524.3% from approximately RMB16.4 million for the year ended 31 December 2024 to approximately RMB102.2 million for the year ended 31 December 2025, primarily due to the increase in bulk delivery volume of vala automobile during the year, resulting in a significant year-on-year increase in revenue from this business.
SaaS service fees decreased by approximately 51.0% from approximately RMB75.0 million for the year ended 31 December 2024 to approximately RMB36.7 million for the year ended 31 December 2025, primarily due to the decrease in revenue from the smart retail business related to the disposal of China Netcom.
Credit facilitation and service fees decreased by approximately 43.2% from approximately RMB58.6 million for the year ended 31 December 2024 to approximately RMB33.3 million for the year ended 31 December 2025. We generally charge Target Borrowers credit facilitation service fees in accordance with a pre-determined fee schedule, and recognize upfront credit facilitation service fees in the consolidated financial statements upon loan drawdown and back-end credit facilitation service fees over the term of the loan. The decrease in credit facilitation and service fees was primarily attributable to the Group’s cessation of new business origination in July 2025, which led to a decrease in credit facilitation business volume for the year ended 31 December 2025.
Revenue from the children’s entertainment business decreased by approximately 7.6% from approximately RMB31.4 million for the year ended 31 December 2024 to approximately RMB29.0 million for the year ended 31 December 2025, primarily due to the optimization and rationalization of underperforming stores.
Other revenue decreased by approximately 3.3% from approximately RMB43.2 million for the year ended 31 December 2024 to approximately RMB41.8 million for the year ended 31 December 2025, primarily due to referral service income generated from the Group’s referral of loans to third-party business partners decreased by approximately 28.4% from approximately RMB23.1 million for the year ended 31 December 2024 to approximately RMB16.6 million for the year ended 31 December 2025.
Operating expenses
Total operating expenses increased by approximately 39.0% from approximately RMB285.8 million for the year ended 31 December 2024 to approximately RMB397.3 million for the year ended 31 December 2025.
– 28 –
Origination and servicing expenses increased by approximately 21.1% from approximately RMB209.1 million for the year ended 31 December 2024 to approximately RMB253.3 million for the year ended 31 December 2025, primarily due to the bulk delivery of vala automobile during the year, resulting in procurement costs for vala automobile of approximately RMB80.9 million for the year ended 31 December 2025, whereas no such costs were incurred for the year ended 31 December 2024. This increase was partially offset by the decrease in external technology service fees corresponding to the decline in smart retail revenue under the Group’s SaaS business generated from disposed subsidiaries, which decreased by approximately 99.2% from approximately RMB25.4 million for the year ended 31 December 2024 to approximately RMB0.2 million for the six months ended 30 June 2025.
Sales and marketing expenses increased by approximately 35.9% from approximately RMB51.5 million for the year ended 31 December 2024 to approximately RMB69.9 million for the year ended 31 December 2025, primarily due to the increase in marketing expenses arising from the marketing and promotion of vala automobile, which increased by approximately 54.9% from approximately RMB25.6 million for the year ended 31 December 2024 to approximately RMB39.6 million for the year ended 31 December 2025.
General and administrative expenses decreased by approximately 0.3% from approximately RMB56.3 million for the year ended 31 December 2024 to approximately RMB56.1 million for the year ended 31 December 2025, with overall expenses remaining largely consistent with the prior year.
Research and development expenses increased by approximately 15.4% from approximately RMB41.2 million for the year ended 31 December 2024 to approximately RMB47.5 million for the year ended 31 December 2025, primarily due to the increase in direct research and development expenses and remuneration for R&D personnel driven by the development of the new automobile model under the valalife business, which increased by approximately 14.7% from approximately RMB38.0 million for the year ended 31 December 2024 to approximately RMB43.6 million for the year ended 31 December 2025.
Expected credit loss, net decreased by approximately 36.9% from approximately RMB41.4 million for the year ended 31 December 2024 to approximately RMB26.1 million for the year ended 31 December 2025, primarily due to: (i) an approximately 45.1% decrease in expected credit loss related to quality assurance funds, from approximately RMB34.2 million for the year ended 31 December 2024 to approximately RMB18.8 million for the year ended 31 December 2025; and (ii) a decrease in expected credit loss related to contract assets, which decreased by approximately 23.4% from approximately RMB5.0 million for the year ended 31 December 2024 to approximately RMB3.8 million for the year ended 31 December 2025. For this segment, the management has been closely monitoring all outstanding overdue assets and regularly reviewing the recoverability of each type of receivable loan.
– 29 –
Other gains, net decreased by approximately 51.0% from approximately RMB113.8 million for the year ended 31 December 2024 to approximately RMB55.7 million for the year ended 31 December 2025, primarily due to: (i) investment losses of approximately RMB36.3 million arising from the disposal of certain subsidiaries and investment in associates for the year ended 31 December 2025, whereas no such losses were incurred for the year ended 31 December 2024; and (ii) gains from recovery of overdue assets decreased by approximately 13.6% from approximately RMB125.0 million for the year ended 31 December 2024 to approximately RMB108.0 million for the year ended 31 December 2025.
Share of net loss of associates accounted for using equity method
Share of net loss of associates accounted for using equity method increased by approximately 695.6% from approximately RMB0.3 million for the year ended 31 December 2024 to approximately RMB2.4 million for the year ended 31 December 2025, primarily due to the increase in losses arising from the operating results of associates.
Fair value gain/(loss) of financial liabilities at FVPL
Fair value gain/(loss) of financial liabilities at FVPL changed from a loss of approximately RMB10.2 million for the year ended 31 December 2024 to a gain of approximately RMB3.8 million for the year ended 31 December 2025, primarily due to the operating results of Little Blue Book declined for the year ended 31 December 2025, which led to a decrease in the appraisal value of such liabilities as compared to the appraisal value as at 31 December 2024.
Finance income, net
Finance income, net decreased by approximately 95.7% from approximately RMB2.5 million for the year ended 31 December 2024 to approximately RMB0.1 million for the year ended 31 December 2025, primarily due to the decrease in the capital level of the Group and downward movement of macro interest rates, leading to a decline in the overall capital yield and thus a corresponding decrease in interest income.
Income tax credit
Income tax credit increased by approximately 1,241.0% from approximately RMB0.1 million for the year ended 31 December 2024 to approximately RMB1.6 million for the year ended 31 December 2025, primarily due to the increase in deferred income tax assets during the year.
– 30 –
Loss for the year
As a result of the foregoing, our loss for the year increased by approximately 118.9% from approximately RMB69.0 million for the year ended 31 December 2024 to approximately RMB151.1 million for the year ended 31 December 2025, primarily due to: (i) investment losses of approximately RMB36.3 million arising from the disposal of certain subsidiaries and investment in associates for the year ended 31 December 2025, whereas no such losses were incurred for the year ended 31 December 2024; (ii) a significant increase in marketing and advertising expenses associated with the promotion of the valalife business, which increased by approximately 54.9% from approximately RMB25.6 million for the year ended 31 December 2024 to approximately RMB39.6 million for the year ended 31 December 2025; and (iii) revenue generated from the credit facilitation business decreased by approximately 43.2% from approximately RMB58.6 million for the year ended 31 December 2024 to approximately RMB33.3 million for the year ended 31 December 2025, driven by the decline in credit facilitation business volume, which in turn caused a decrease in the overall net profit of the credit facilitation business.
Non-IFRS measures
To supplement our consolidated financial statements presented in accordance with IFRS, we also use adjusted operating loss and adjusted net loss as additional financial measures, which are not presented in accordance with IFRS. We believe that, by excluding the potential impact of items which the management considers as not reflective of our operating performance, adjusted operating loss and adjusted net loss facilitate the comparison of operating performance across different years and provide useful information for investors and others to help them understand and evaluate our consolidated operating results. There are limitations to using adjusted operating loss and adjusted net loss as analytical tools, and these measures should not be considered in isolation from, or as a substitute for analysis of, our operating results or financial condition presented in accordance with IFRS. As non-IFRS measures do not have a standardized definition under IFRS, the definitions of these non-IFRS measures may differ from similar definitions presented by other companies and may not necessarily be comparable with similar measures presented by other companies.
In measuring adjusted operating loss and adjusted net loss for the year, we exclude from operating loss and net loss, respectively, share-based compensation expenses, fair value loss/(gain) of financial assets/liabilities at FVPL, loss on disposal of property, plant, equipment and intangible assets, loss on disposal of subsidiaries and other losses. We exclude these items because they are non-operating in nature, or do not reflect our core operating performance and business prospects, or do not give rise to any cash outflows: (i) share-based compensation expenses are excluded because they are non-cash in nature and do not give rise to cash outflows. Specifically, given the diversity of award types and valuation methodologies that may be used by different companies, we believe that excluding this item enables investors and others to more clearly understand our business operating performance; (ii) fair value loss/(gain) of financial assets/liabilities at FVPL is non-cash in nature and does not give rise to cash outflows. We believe this item does not
– 31 –
reflect our continuing operating performance and is not directly related to our business operations; (iii) loss on disposal of property, plant, equipment and intangible assets is non-cash in nature and does not give rise to cash outflows; (iv) loss on disposal of subsidiaries is a non-cash item and is not directly related to our business operations; and (v) other losses primarily comprise regulatory penalty expenses in Mainland China, which are non-operating and incidental in nature.
The following table sets forth the reconciliation of non-IFRS adjusted operating loss for the year and adjusted net loss for the year to the most directly comparable financial measures calculated and presented in accordance with IFRS (i.e. operating loss for the year and net loss for the year):
| Non-IFRS adjusted operating loss Operating loss Adjustments for: Share-based compensation expenses Fair value loss of financial assets at FVPL Loss on disposal of property, plant, equipment and intangible assets Loss on disposal of subsidiaries Others(i) Non-IFRS adjusted operating loss Non-IFRS adjusted net loss Net loss Adjustments for: Share-based compensation expenses Fair value (gain)/loss of financial liabilities at FVPL Fair value loss of financial assets at FVPL Loss on disposal of property, plant, equipment and intangible assets Loss on disposal of subsidiaries Others(i) Non-IFRS adjusted net loss |
As at 31 December 2025 RMB’000 (154,297) 47 4,654 8,390 36,331 6,999 (97,876) As at 31 December 2025 RMB’000 (151,096) 47 (3,831) 4,654 8,390 36,331 6,999 (98,506) |
As at 31 December 2024 RMB’000 (61,125) 3,071 4,192 3,709 1,483 5,618 (43,052) As at 31 December 2024 RMB’000 (69,018) 3,071 10,170 4,192 3,709 1,483 5,618 (40,775) |
|---|---|---|
– 32 –
Note:
(i) Primarily comprises expenses arising from litigation.
Liquidity, Financial Resources and Gearing Ratio
The Group maintained a net cash position throughout the period under review. Our net cash positions as at 31 December 2025 and 31 December 2024 are as follows:
| As at | As at | |
|---|---|---|
| 31 December | 31 December | |
| 2025 | 2024 | |
| RMB million | RMB million | |
| Cash and cash equivalents | 159 | 280 |
| Borrowings | (15) | (60) |
| Net cash | 144 | 220 |
Cash and cash equivalents include cash at banks and other short-term deposits with original maturities of three months or less. Our cash and cash equivalents and liquid investments are denominated in United States dollars (the “ US$ ”), Renminbi (“ RMB ”) and HK$.
For the year ended 31 December 2025, the Group recorded net cash outflow of approximately RMB121.3 million, primarily representing net cash outflow from operating activities of approximately RMB73.5 million; net cash outflow from investing activities of approximately RMB0.8 million; and net cash outflow from financing activities of approximately RMB47.0 million.
The Group manages liquidity risk by maintaining adequate cash reserves, banking facilities and reserve borrowing facilities, continuously monitoring forecast and actual cash flows, and matching the maturity profiles of financial assets and liabilities.
The gearing ratio of the Group, calculated as total debt divided by total equity, was approximately 1.7% as at 31 December 2025 (31 December 2024: approximately 5.6%).
– 33 –
The following table sets forth the maturity profile of our borrowings within the years indicated:
| As at | As at | |
|---|---|---|
| 31 December | 31 December | |
| 2025 | 2024 | |
| RMB’000 | RMB’000 | |
| Within 1 year | 14,631 | 59,820 |
| Total borrowings | 14,631 | 59,820 |
Bank and other borrowings as at 31 December 2025 were denominated in RMB (31 December 2024: RMB). For the year ended 31 December 2025, the interest rates of borrowings were approximately 2.9% to 3.7% per annum (for the year ended 31 December 2024: 3.00% to 6.50%).
Fund Raising Activities and Use of Proceeds
In November 2024, the Company completed a fund-raising exercise to, among others, broaden the shareholder base and the capital base of the Company, strengthen the financial position of the Group and provide additional funding to the Group to finance its working capital needs and business developments, and raised total gross proceeds of approximately HK$39.66 million. The placing of new ordinary shares of the Company under general mandate (the “ 2024 Placing ”) was completed on 13 November 2024 and a total of 271,664,037 new ordinary shares of the Company (the “ Placing Shares ”) were placed to not less than six individual, corporate or other investors at the placing price of HK$0.146 per Placing Share. The net proceeds from the 2024 Placing amounted to approximately HK$38.73 million (after deducting the placing commission and other expenses incurred in the 2024 Placing).
– 34 –
As at 31 December 2025, the Company has fully utilized the net proceeds of approximately HK$38.73 million from the 2024 Placing. During the year ended 31 December 2025, the net proceeds from the 2024 Placing have been utilized as follows:
| Strengthening the Group’s existing credit facilitation business and SaaS business Development and expansion of vala General working capital Total |
Net proceeds allocated HK$’000 (approx.) 17,430 17,430 3,870 38,730 |
Net proceeds unutilized as at 1 January 2025 Net proceeds from the 2024 Placing utilized during the year ended 31 December 2025 Net proceeds from the 2024 Placing utilized up to 31 December 2025 Unutilized balance of net proceeds from the 2024 Placing as at 31 December 2025 HK$’000 (approx.) HK$’000 (approx.) HK$’000 (approx.) HK$’000 (approx.) 17,430 17,430 17,430 — 17,430 17,430 17,430 — 3,427 3,427 3,870 — 38,287 38,287 38,730 — |
|---|---|---|
For further details of the 2024 Placing, please refer to the Company’s announcements dated 21 October 2024, 7 November 2024 and 13 November 2024.
Foreign Exchange Risk
The Group’s subsidiaries principally operate in China and are exposed to foreign exchange risk arising from holding various currencies, primarily relating to US$ and HK$.
For the Group’s PRC subsidiaries whose functional currency is RMB, if the US$ had appreciated/depreciated by 5% against RMB with all other variables held constant, loss before income tax for the year ended 31 December 2025 would have increased/decreased by approximately RMB1,155,000 and loss before income tax for the year ended 31 December 2024 would have increased/decreased by approximately RMB305,000, as a result of net foreign exchange gain/(loss) on translation of net monetary liabilities denominated in US$.
– 35 –
For the Group’s PRC subsidiaries whose functional currency is RMB, if HK$ had appreciated/depreciated by 5% against RMB with all other variables held constant, loss before income tax for the year ended 31 December 2025 would have decreased/increased by approximately RMB23,000 and loss before income tax for the year ended 31 December 2024 would have decreased/increased by approximately RMB13,000, as a result of net foreign exchange gain/(loss) on translation of net monetary assets denominated in HK$.
For the year ended 31 December 2025, the Group had not entered into any foreign exchange forward contracts or other hedging instruments to hedge against fluctuations.
The Group will monitor and manage its foreign exchange risk from time to time and enter into foreign exchange forward contracts as appropriate to cover specific foreign exchange receipts and payments involved from time to time (if applicable).
Pledge of Assets
For the year ended 31 December 2025, the Group did not have any pledge of assets.
Material Investment and Future Plans for Material Investments on Capital Assets Acquisition
For the year ended 31 December 2025, the Group did not have any material investments (year ended 31 December 2024: Nil). The Group had no specific plan for material investment or acquisition of capital assets as at 31 December 2025.
Material Acquisition and Disposal
Reference is made to the announcements of the Company dated 24 January 2025, 9 June 2025, 12 June 2025 and 15 July 2025 (the “ Disposal Announcements ”) in relation to (a) the sale of 1,358,954,030 shares of China Netcom (“ China Netcom Shares ”), a then-subsidiary of the Company, by 51RENPIN.COM INC. (“ 51RENPIN ”) and the Company to Qichen High-Tech Management Consulting Ltd. (“ Qichen Management ”) and Shandong Qichen Zhongke Investment Holding Co., Ltd. (山東啟辰中科投資控股有限公司) (collectively, the “ Purchasers ”); and (b) the placing (the “ China Netcom Placing ”) of 476,009,183 China Netcom Shares held by 51RENPIN (the “ China Netcom Placing Shares ”). Pursuant to a sale and purchase agreement dated 24 January 2025 entered into among 51RENPIN, the Company and the Purchasers (the “ SPA ”), 51RENPIN and the Company conditionally agreed to sell, and the Purchasers conditionally agreed to acquire, 1,358,954,030 China Netcom Shares (representing approximately 29.00% of the total issued share capital of China Netcom as at 24 January 2025) at a total consideration of HK$21,750,000 (the “ China Netcom S&P ”). Furthermore, pursuant to a placing agreement entered into between 51RENPIN and Lego Securities Limited (the “ Placing Agent* ”) dated 24 January 2025, 51RENPIN agreed to place through the Placing Agent up to a maximum of 476,009,183 China Netcom Shares (representing approximately 10.16% of the total issued
– 36 –
share capital of China Netcom as at 24 January 2025) on a best effort basis at HK$0.014 per China Netcom Placing Share to placees who shall be individual, professional or institutional investors.
On 9 June 2025, all of the China Netcom Placing Shares were successfully placed by the Placing Agent to three placees at the placing price of HK$0.015 per China Netcom Placing Share. The gross proceeds from the China Netcom Placing amounted to approximately HK$7.14 million and the net proceeds from the China Netcom Placing (after deduction of placing commission, professional fees and other expenses) amounted to approximately HK$6.9 million. Immediately before completion of the China Netcom Placing (“ Placing Completion ”), the Company indirectly held approximately 39.16% of the total issued share capital of China Netcom and China Netcom was a subsidiary of the Company. Immediately upon the Placing Completion, the Company indirectly held approximately 29.00% of the total issued share capital of China Netcom.
On 15 July 2025, completion of the China Netcom S&P (“ S&P Completion ”) took place, and the 1,358,954,030 China Netcom Shares were transferred to Qichen Management in accordance with the terms of the SPA. Immediately upon the S&P Completion, the Company ceased to hold, directly or indirectly, any interest in China Netcom.
For further details regarding the disposal of the China Netcom Shares by the Group, please refer to the Disposal Announcements.
Save as disclosed above, for the year ended 31 December 2025, the Group did not have any material acquisition or disposal of subsidiaries (for the year ended 31 December 2024: Nil).
Contingent Liabilities
Hangzhou Enniu Network Technology Co., Ltd. (“ Enniu Network ”), a subsidiary of the Company, has cooperated with Bank of Wenzhou Co., Ltd. (“ Bank of Wenzhou ”) in the co-branded credit card business since 2017, and all co-branded credit cards expired in August 2023. There is a dispute between the two parties regarding the settlement and distribution of funds related to this business. As at 31 December 2025, Bank of Wenzhou had filed a lawsuit against Enniu Network with the People’s Court of Xihu District, Hangzhou, which has been accepted by the court. Enniu Network had also filed a counterclaim against Bank of Wenzhou with the same court, which has likewise been accepted. The court proceedings are ongoing, and no judgment has been rendered as at the date of this announcement. As at 31 December 2025, no provision has been made for this matter as the Group is unable to reasonably predict the ultimate outcome of the aforementioned matter. The Group estimates that the amount involved for which no provision has been made is approximately RMB45 million.
– 37 –
Final Dividend
The Board did not recommend the declaration of a final dividend for the year ended 31 December 2025 (2024: Nil).
Employees and Remuneration Policy
As at 31 December 2025, the Group had approximately 383 employees (2024: 373 employees). The total employee benefit expenses incurred by the Group for the year ended 31 December 2025 amounted to approximately RMB117.3 million (2024: approximately RMB117.2 million). The Company adheres to the principle of “attracting high-caliber talent through competitive remuneration” and has established an effective remuneration management system and talent incentive mechanism. The Company’s remuneration system is linked to its performance appraisal system and the Group’s operating results, creating a fairer and more employee-friendly working environment for each employee and enabling every employee to fully realize their potential, thereby providing human resources assurance for the sustained and stable development of the Group. In addition, the Company places emphasis on the development of its employee training system, including onboarding training for new employees and training for existing employees, covering professional training to enhance vocational skills, management training to develop leadership capabilities and general training to cultivate well-rounded competencies. The Company has also adopted the 51 Share Plan and the 51 Award Plan to reward employees.
EVENTS AFTER THE REPORTING PERIOD
Reference is made to the announcement of the Company dated 5 February 2026 in relation to the settlement agreement (the “ Yang Settlement Agreement ”) entered into among Enniu Network, Hangzhou Shangniu Investment Management Partnership (Limited Partnership), Hangzhou Zhenniu Information Technology Co., Ltd., Mr. Yang Fan (“ Mr. Yang ”), Beijing Shouhui Tianxia Equity Investment Partnership (Limited Partnership) and Beijing Fanshan Jinshi Investment Development Partnership (Limited Partnership) (together, the “ Yang Related Entities ”) and members of the SK Group (as defined below). In order to further resolve the disputes with Mr. Yang and the Yang Related Entities in relation to, among others, the arbitration proceedings taken out by the Group against Mr. Yang and the Yang Related Entities to, among others, rescind the acquisition of Shouhui Kaizhuo (as defined below) and seek damages in respect of their breach of contract, and that with certain members of the SK Group under the legal action taken out by the Group against members of SK Group for the repayment of debts owed to the Group, the abovementioned parties have reached consensus to enter into settlement on the terms and conditions set out in the Yang Settlement Agreement.
– 38 –
An extraordinary general meeting of the Company will be held to consider, and if thought fit, pass the ordinary resolution to approve, among others, the Yang Settlement Agreement and the transactions contemplated thereunder. For further details of the Yang Settlement Agreement, please refer to the announcements of the Company dated 5 February 2026 and 3 March 2026.
Save as disclosed, there is no other event that will have a material impact on the Group which occurred after 31 December 2025 and up to the date of this announcement.
PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES
Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the listed securities of the Company during the year.
CORPORATE GOVERNANCE PRACTICES
For the year ended 31 December 2025, the Company had applied and complied with all the code provisions in Part 2 of Appendix C1 (the “ CG Code ”), with exceptions set out as follows:
Code Provision C.2.1
Code provision C.2.1 of the CG Code stipulates that the roles of chairman and chief executive officer should be separate and should not be performed by the same individual.
Currently, Mr. Sun takes up the roles of both chairman of the Board and the chief executive officer of the Company, which deviates from code provision C.2.1 of the CG Code which stipulates that the roles of chairman and the chief executive officer should be separate and should not be performed by the same individual. The Board considers that Mr. Sun possesses the essential leadership skills to manage the Board and extensive knowledge in the business of the Group. In the opinion of the Directors, through supervision by the Board and the independent non-executive Directors, together with effective control of the Company’s internal check and balance mechanism, the same individual performing the roles of chairman and the chief executive officer can achieve the goal of improving the Company’s efficiency in decision making, execution and effectively capturing business opportunities. The Board will review the effectiveness of this arrangement from time to time.
– 39 –
Code Provision C.1.5
Code provision C.1.5 of the CG Code stipulates that, among others, independent non-executive directors and other non-executive directors should attend general meetings to gain and develop a balanced understanding of the views of shareholders. During the year ended 31 December 2025, Ms. Zou Yunli did not attend the annual general meeting due to other business commitments.
- Note: The amendments to the CG Code effective on 1 July 2025 will apply to the corporate governance reports and annual reports of the Company for financial years commencing on or after 1 July 2025. For this results announcement, the Company shall refer to the then effective CG Code.
REVIEW OF THE ANNUAL RESULTS
The Company has established the Audit Committee in compliance with Rule 3.21 of the Listing Rules and the CG Code. The Audit Committee consists of three members, of whom Mr. Ye Xiang (independent non-executive Director) is the chairman, and other members are Ms. Zou Yunli (non-executive Director) and Mr. Xu Xuchu (independent non-executive Director).
The Audit Committee has reviewed the audited consolidated annual results of the Group and the audited consolidated annual financial information for the year ended 31 December 2025 and also reviewed and confirmed the accounting policies and practices adopted by the Group.
EXTRACT OF INDEPENDENT AUDITOR’S REPORT
The following is the extract of the independent auditor’s report from ZHONGHUI ANDA CPA Limited, the external auditor of the Company, on the Group’s consolidated financial statements for the year ended 31 December 2025:
QUALIFIED OPINION
In our opinion, except for the possible effects of the matters described in the Basis for Qualified Opinion section of our report, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.
– 40 –
BASIS FOR QUALIFIED OPINION
1. Deconsolidation of subsidiaries
As disclosed in Note 35 of Notes to the consolidated financial statement of the annual report of the Company for the year ended 31 December 2022, Beijing Shouhui Kaizhou Technology Co., Ltd. (“ Shouhui Kaizhuo ”), which, through its subsidiaries (collectively, the “ SK Group ”), holds a valid payment license, was acquired by the Group from the former shareholders of Shouhui Kaizhuo in December 2017.
In or around early August 2022, Mr. Yang Fan, the former controlling shareholder of Shouhui Kaizhuo, had restricted the management of SK Group from contacting the staff of the Group, and the Group had since 3 August 2022 (the “ Date of Deconsolidation ”) been unable to carry out workplace communication with SK Group and also unable to access all the books and records of SK Group. The Group considered that since the Date of Deconsolidation, the Group is unable to (i) control the operation and finance of SK Group; (ii) obtain the books and records of SK Group; (iii) obtain reports from the management of SK Group on business matters; and (iv) direct the future development of SK Group.
In light of the above circumstances, the Group considered it had lost control over SK Group and had excluded the consolidated financial position of SK Group as at and after the Date of Deconsolidation and the results and cash flows of SK Group since the Date of Deconsolidation from the consolidated financial statements of the Group for the year ended 31 December 2022 (the “ Deconsolidation ”).
The Group has been taking protective measures such as (i) taking legal action against SK Group for the repayment of loans of an aggregate of approximately RMB101,425,800 to the Group; (ii) obtaining an order from the court to freeze the bank accounts of operating companies of SK Group; and (iii) commencing legal proceedings against the relevant individuals and entities (collectively, the “ Legal Proceedings ”). Due to the uncertainty of the outcome of the Legal Proceedings, we were unable to obtain sufficient appropriate audit evidence to satisfy ourselves as to whether the Deconsolidation of SK Group was appropriate.
– 41 –
Due to the insufficient supporting documents and relevant explanations on the accounting books and records in respect of SK Group and its operations, we were unable to obtain sufficient appropriate audit evidence to satisfy ourselves as to whether: (i) the income and expenses for the years ended 31 December 2025 and 2024; (ii) the assets and liabilities as at 31 December 2025 and 2024; and (iii) the segment information and other related disclosure notes in relation to the SK Group, have been accurately recorded and properly accounted for in the consolidated financial statements:
(a) Commitments and contingent liabilities in relation to SK Group and its operations
No sufficient evidence has been provided to satisfy ourselves as to the existence and completeness of the disclosures of commitments and contingent liabilities in relation to SK Group and its operations as at 31 December 2025 and 2024.
(b) Related party transactions and disclosures in relation to SK Group and its operations
No sufficient evidence has been provided to satisfy ourselves as to the existence, accuracy and completeness of the disclosures of the related party transactions for the year ended 31 December 2025 and 2024 and balances as at 31 December 2025 and 2024 in relation to SK Group and its operations as required by International Accounting Standard 24 (Revised) “Related Party Disclosures”.
Any adjustments to the figures described above might have a consequential effect on the Group’s consolidated financial performance and consolidated cash flows for the years ended 31 December 2025 and 2024, the consolidated financial position of the Group as at 31 December 2025 and 2024 and the related disclosure thereof in the consolidated financial statements.
We conducted our audit in accordance with International Standards on Auditing (“ ISAs ”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (the “ Code ”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
– 42 –
PUBLICATION OF FINAL RESULTS ANNOUNCEMENT AND ANNUAL REPORT
This results announcement is published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.vala.life). The annual report will be despatched to the shareholders and published on both aforementioned websites on or before 30 April 2026.
- The English names have been transliterated from their respective Chinese names and are for identification only.
By Order of the Board Vala Inc. Sun Haitao Chairman, Chief Executive Officer and Executive Director
27 March 2026
As at the date of this announcement, the executive Directors are Mr. Sun Haitao and Ms. Wu Shan; the non-executive Director is Ms. Zou Yunli and the independent non-executive Directors are Mr. Ye Xiang, Mr. Xu Xuchu and Mr. Shou Jian.
– 43 –