PROSPGPINTL：InterimReport20242025.pdf

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1、INTERIM REPORTPROSPERITY GROUP INTERNATIONAL LIMITED(Incorporated in the Cayman Islands with limited liability)(formerly known as Kingbo Strike Limited)Stock Code:14212024/2025CONTENTS2Corporate Information3Management Discussion and Analysis9Corporate Governance and Other Information13Condensed Cons

2、olidated Statement of Profit or Loss and Other Comprehensive Income14Condensed Consolidated Statement of Financial Position16Condensed Consolidated Statement of Changes in Equity17Condensed Consolidated Statement of Cash Flows18Notes to the Condensed Consolidated Financial StatementsPROSPERITY GROUP

3、 INTERNATIONAL LIMITEDInterim Report 2024/20252Corporate InformationBOARD OF DIRECTORSExecutive DirectorsMr.Liu Yancheng(Chairman)Mr.Yao RunxiongMr.Wu Yifeng(appointed on 5 July 2024)Independent Non-executive DirectorsMr.Chen Yeung TakDr.Luo XiaodongMr.Wang HaoyuanMs.Ye Jieting(resigned on 19 July 2

4、024)Ms.Chan Sheung Yu(appointed on 27 December 2024)AUDIT COMMITTEEMr.Chen Yeung Tak(Chairman)Dr.Luo XiaodongMr.Wang HaoyuanMs.Ye Jieting(resigned on 19 July 2024)NOMINATION COMMITTEEMr.Liu Yancheng(Chairman)Dr.Luo XiaodongMr.Chen Yeung TakMr.Wang HaoyuanMs.Chan Sheung Yu(appointed on 27 December 20

5、24)REMUNERATION COMMITTEEMr.Chen Yeung Tak(Chairman)Dr.Luo XiaodongMr.Wang HaoyuanMs.Ye Jieting(resigned on 19 July 2024)Ms.Chan Sheung Yu(appointed on 27 December 2024)AUDITORSMoore CPA LimitedCertified Public AccountantsRegistered Public Interest Entity AuditorsPRINCIPAL BANKERSThe Hongkong and Sh

6、anghai Banking Corporation LimitedBank of China(Hong Kong)REGISTERED OFFICECricket Square,Hutchins DriveP.O.Box 2681Grand Cayman KY1-1111Cayman IslandsPRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICECodan Trust Company(Cayman)LimitedCricket Square,Hutchins DriveP.O.Box 2681Grand Cayman KY1-1111Cayman I

7、slandsBRANCH SHARE REGISTRAR AND TRANSFER OFFICE IN HONG KONGUnion Registrars LimitedSuites 330104,33/FTwo Chinachem Exchange Square338 King s RoadNorth PointHong KongHEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONGUnit 903A,9th Floor,Mirror Tower,No.61 Mody Road,Tsim Sha Tsui East,Hong Kong

8、COMPANY SECRETARYMr.Yiu Ngai ChiuAUTHORISED REPRESENTATIVESMr.Yao RunxiongMr.Yiu Ngai ChiuWEBSITE OF THE COMPANYhttps:/PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/20253Management Discussion and AnalysisBUSINESS REVIEWDuring the period under review,the performance of Prosperity Group In

9、ternational Limited(the“Company”)and its subsidiaries(collectively referred to as the“Group”)in different business lines were as follows:Solar Power BusinessThe Group s solar power business mainly engaged in supply and installation of solar photovoltaic parts and equipment.During the period,the Grou

10、p has recognised a revenue of approximately HK$10.8 million from the solar power business for the six months ended 31 December 2024,a decrease is noted compared to a revenue of approximately HK$14.4 million in the six months ended 31 December 2023,as the Group secured and delivered a lower volume of

11、 contracts during the period.Electrical Distribution SystemThe Group recorded a revenue of approximately HK$43.7 million in the six months ended 31 December 2024,compared to a revenue of approximately HK$48.7 million in the six months ended 31 December 2023.A decrease was noted due to the lower volu

12、me of contract during the period.Beauty and Health BusinessThe Group started beauty and health business during the period and recorded a revenue of HK$0.2 million.FINANCIAL REVIEWRevenueFor the six months ended 31 December 2024,majority of the Group s revenue was derived from solar power business,el

13、ectrical distribution system and beauty and health products in the People s Republic of China(the“PRC”).Revenue contributed from solar power business,electrical distribution system and beauty and health products in PRC comprised approximately 19.7%(HK$10.8 million),79.9%(HK$43.7 million)and 0.4%(HK$

14、0.2 million)of the total revenue of the Group,respectively.Operating ResultsDuring the period under review,gross profit of the Group increased by 52%to approximately HK$3.5 million(six months ended 31 December 2023:HK$2.3 million)as compared to the six months ended 31 December 2023.Gross profit marg

15、in increases from that of 3.6%for the six months ended 31 December 2023 to 6.4%for the six months ended 31 December 2024.An increase in gross profit margin is attributable to a general increase in pricing.Loss attributable to owners of the Company is approximately HK$16.3 million(six months ended 31

16、 December 2023:loss of HK$27.7 million)and basic loss per share attributable to ordinary equity holders of the parent is HK$12.8 cent(six months ended 31 December 2023:loss per share of HK$33.1 cent).The change is mainly attributable to the combined effect of(i)improvement in electrical distribution

17、 system segment result to a profit of approximately HK$3.7 million(six months ended 31 December 2023:loss of HK$11.6 million);(ii)deterioration in solar power business segment results to loss of approximately HK$8.2 million(six months ended 31 December 2023:profit of HK$1.1 million);and(iii)decrease

18、 in corporate and other unallocated expense to approximately HK$7.6 million(six months ended 31 December 2023:HK$12.9 million).PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/20254Management Discussion and AnalysisOther Gains and LossesOther gains and losses had changed from a net gain of

19、approximately HK$0.04 million for the six months ended 31 December 2023 to a gain of approximately HK$0.2 million for the six months ended 31 December 2024.The other gains and losses mainly represented gain on disposal of property,plant and equipment,sample sales,bank interest income and net fair va

20、lue loss on financial assets at fair value through profit or loss.Administrative ExpensesAdministrative expenses for the six months ended 31 December 2024 decreased to HK$11.5 million for the six months ended 31 December 2024 compared to approximately HK$13.1 million for the six months ended 31 Dece

21、mber 2023.The decrease was generally due to the decrease in employee benefits.TaxationThere was a net income tax credit of approximately HK$1.1 million for the six months ended 31 December 2024 compared to net income tax expenses of approximately HK$0.6 million for the six months ended 31 December 2

22、023,which mainly due to overprovision of tax expenses in priors year in solar power business in PRC.Liquidity,Financial Resources and GearingAs at 31 December 2024,net current assets of the Group were approximately HK$129.5 million(30 June 2024:HK$145.4 million).Besides,the Group maintained cash and

23、 cash equivalents of approximately HK$7.5 million(30 June 2024:HK$24.3 million).The Group s gearing ratio was 0.41(30 June 2024:0.27),which was calculated on the basis of net debt over equity attributable to owners of the Company.Net debt is calculated as total borrowings plus trade and other payabl

24、es less cash and cash equivalents.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/20255Management Discussion and AnalysisCapital Structure2024 Right IssueOn 22 March 2024,the Company announced that the Board proposed to implement the rights issue on the basis of one(1)rights share for ever

25、y two(2)existing Shares in issue at the subscription price of HK$0.4 per rights share,to raise up to approximately HK$16.7 million before expenses by way of issuing up to 41,708,400 rights shares(the“Right Issue”).On 8 May 2024,the Company completed the Rights Issue and issued 41,708,400 rights shar

26、es.The net proceeds from the Rights Issue were approximately HK$16.0 million.Further details of the Rights Issue were set out in the Company s announcements dated 22 March 2024,29 April 2024 and 8 May 2024,together with the Company s prospectus dated 11 April 2024.On 12 June 2024,the Company has pub

27、lished an announcement relating to the change in use of proceeds and the expected timeline of full utilisation by(a)reallocating approximately HK$7.5 million which was originally allocated for developing solar power and electrical distribution system business to developing its sale of cosmetic produ

28、cts business;and(b)extending the expected timeline of full utilisation of the unutilised net proceeds from the end of December 2024 to the end of June 2025.The table below sets forth the status of utilisation of the proceeds as at 31 December 2024,and the expected timeline of the use of the unutilis

29、ed proceed from the Right Issue:Allocation ofnet proceedsUtilisation up tothe financialyear ended31 December 2024Expectedtimeline offull utilisation ofthe net proceedsHK$(million)HK$(million)Developing its sale of cosmetic products business7.54.2End of June 2025Developing solar power and electrical

30、distribution system business3.73.7N/AGeneral working capital of the Group4.84.8N/A Total16.012.7 PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/20256Management Discussion and Analysis2024 PlacingOn 28 November 2024,the Company entered into a placing agreement(the“2024 Placing Agreement”)w

31、ith Advent Securities(Hong Kong)Limited,pursuant to which Advent Securities(Hong Kong)Limited agreed to place up to 16,680,000 new shares of the Company to not less than six placees on a best effort basis at a placing price of HK$0.2 per placing share(the“2024 Placing”).The Placing was completed on

32、9 December 2024 and 16,680,000 new shares of the Company with an aggregate nominal value of HK$3,336,000 were allotted and issued by the Company to not less than six placees who were independent individuals,corporations and/or institutional investors,who and whose ultimate beneficial owners were thi

33、rd parties independent of and not connected with the Company and its connected persons.The placing price of HK$0.2 represented(i)a discount of approximately 19.68%to the closing price of HK$0.249 per Share as quoted on the Stock Exchange on the date of the Placing Agreement;and(ii)a premium of appro

34、ximately 7.41%over the average closing price per Share of approximately HK$0.186 as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the 2024 Placing Agreement.The net placing price for the 2024 Placing was approximately HK$0.186 per placing sh

35、are.The 2024 Placing was conducted by the Company to raise additional funding for the business operations of the Group and strengthen the financial position of the Group for future development.The net proceeds amounting to approximately HK$3.1 million arising from the 2024 Placing shall be fully app

36、lied as general working capital of the Group.As at 31 December 2024,the Group had utilised the net proceeds of the 2024 Placing as follows:Intended use of net proceedsAllocationof net proceedsUtilisation up tothe financialperiod ended31 December 2024HK$(million)HK$(million)General working capital of

37、 the Group3.11.2The expected timeline for utilization of the unused net proceeds will be on or before 28 February 2025.Save as disclosed above,there were no other equity fund raising activities of the Company during the last 12 months prior to the date of this report.The utilisation of net proceeds

38、was in accordance to the original intention disclosed in the announcement of the Company dated 28 November 2024 in relation to the 2024 Placing.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/20257Management Discussion and AnalysisCapital Structure,Exposure to Fluctuations in Exchange Rate

39、s and Related HedgesThe Group primarily financed its operations with internally generated cash flows,internal resources,external financing and shareholder s equity.Cash was generally placed in short-term deposits.The liquidity and financing requirements of the Group were reviewed regularly.The Group

40、 s business mainly operates in PRC and Hong Kong.Accordingly,its revenue and transactions arising from its operations were generally settled in Renminbi and Hong Kong dollars.As a result,fluctuations in the value of Hong Kong dollars against Renminbi could adversely affect the cash and cash equivale

41、nt which is reported in Hong Kong dollars.During the six months ended 31 December 2024,the Group did not experience in any material difficulties or impacts on its operations or liquidity as a result of currency exchange fluctuation.The Group did not use any financial instruments for hedging purposes

42、 during the six months ended 31 December 2024 and there was no hedging instrument outstanding as at 31 December 2024.The Group will continue to monitor closely the exchange rate risk arising from its existing operations and new investments in future.The Group will further implement the necessary hed

43、ging arrangement to mitigate any significant foreign exchange risk when and if appropriate.Capital managementThe primary objectives of the Group s capital management are to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareh

44、olders value.The capital of the Group comprises of share capital and reserves.The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions.To maintain or adjust the capital structure,the Group may adjust the dividend payment to shareholders,return ca

45、pital to shareholders or issue new shares.No changes were made in the objectives,policies or processes for managing capital during the years ended 30 June 2024 and the period ended 31 December 2024.The Group monitors capital using a gearing ratio,which is net debt/cash divided by equity attributable

46、 to owners of the Company.Net debt/cash includes trade and other payables,less cash and cash equivalents.The Group seeks to maintain a sustainable gearing ratio to meet its existing requirements.Charge on AssetsAs at 31 December 2024 and 30 June 2024,the Group had no charges on its assets.Capital Ex

47、penditure and CommitmentsDuring the six months ended 31 December 2024 and six months ended 31 December 2023,the Group did not make significant capital expenditure.As at 31 December 2024,the Group has capital commitments contracted for but not provided in the condensed consolidated financial statemen

48、ts of approximately HK$0.7 million(30 June 2024:HK$0.4 million).PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/20258Management Discussion and AnalysisSignificant Investments Held,Material Acquisitions and Disposals of Subsidiaries and Associated CompaniesAs at 31 December 2024,the Group h

49、eld certain listed securities as financial assets at fair value through profit or loss.Save for those disclosed above and in note 18 to the condensed consolidated financial statements of this Interim Report,there were no other significant investments held.Nor were there any material acquisitions or

50、disposals during the period under review.Contingent LiabilitiesAs of 31 December 2024,the Group did not have any significant contingent liabilities.Employment and Remuneration PolicyAs at 31 December 2024,the total number of employees of the Group was 58(30 June 2024:35).During the period under revi

51、ew,employees costs(including Directors emoluments)amounted to approximately HK$6.5 million(six months ended 31 December 2023:HK$9.0 million).Remuneration of the employees which included salary and discretionary bonus was based on the Group s results and individual performance.Medical and retirement

52、benefits schemes were made available to qualified personnel.ProspectsIn the future,the global economy will continue to face many challenges with significant negative impacts.However,the Group remains confident in its business in Mainland China,given China s enormous market size.We will continue to f

53、ocus on the solar power business and electrical distribution system and strive to acquire new customers.In the meantime,it made headway in the beauty and health business during the reporting period.The Group made efforts in sales and operates beauty and health business related projects through an as

54、sociate.Additionally,we are also actively approaching prospective customers to explore opportunities for cooperation.It will endeavor to seek projects with solid returns and high growth potential,including but not limited to existing businesses,in order to continuously enhance the value of the Compa

55、ny to shareholders.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/20259Corporate Governance and Other InformationCORPORATE GOVERNANCE PRACTICESThe Company is committed to establish and maintain high standard of corporate governance.The Company believes that good corporate governance syste

56、m provides a sustainable and solid foundation for the Company to manage business risks,enhance transparency,advance accountability and maximise shareholders interests.The Company has applied the principles of Corporate Governance Code(the“CG Code”)as set out in Appendix 14 to the Rules Governing the

57、 Listing of Securities(the“Listing Rules”)on The Stock Exchange of Hong Kong Limited(the“Stock Exchange”)and complied with all applicable code provisions of the CG Code throughout the six months ended 31 December 2024,save and except for the below deviations.Code provision C.2.1Code provision C.2.1

58、of the CG Code stated that the roles of chairman and managing director should be separate and should not be performed by the same individual.For the six months ended 31 December 2024,the chairman of the board(the“Board”)of directors of the Company(the“Chairman”),Mr.Liu Yancheng was responsible for t

59、he general operations of the Board and the overall strategy of the Group.The Board considers that this structure would not impair the balance of power and authority between the directors and the management of the Group.The roles of the respective executive Directors and senior management,who are in

60、charge of different functions,complements the roles of chairman and managing director.The Board believes that this structure is conducive to strong and consistent leadership which enables the Group to operate efficiently.The Board understands the importance of complying with the code provision C.2.1

61、 of the CG Code and will continue to consider the feasibility of compliance.If compliance is determined,appropriate persons will be nominated to take up the different roles of the Chairman and the Managing Director.Code provision C.1.8According to Code C.1.8 of the CG Code,the Company should arrange

62、 appropriate insurance cover in respect of legal action against its directors.The Board believes that with the current risk management and internal control systems and the close supervision of the management,the Directors risk of being sued or getting involved in litigation in their capacity as Dire

63、ctors is relatively low.Benefits to be derived from taking out insurance may not outweigh the cost.As such,the Company currently does not have insurance cover for legal action against its directors.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202510Corporate Governance and Other Informa

64、tionMODEL CODE FOR SECURITIES TRANSACTIONS BY THE DIRECTORSThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules(the“Model Code”)as the code of practice for carrying out securities transactions by the Director

65、s.After specific enquiry with all members of the Board,the Company confirmed that all Directors have fully complied with the relevant standards stipulated in the Model Code during the six months ended 31 December 2024.DIRECTORS AND CHIEF EXECUTIVES INTERESTS AND SHORT POSITIONS IN THE SHARES,UNDERLY

66、ING SHARES OF THE COMPANY OR ANY ASSOCIATE CORPORATIONAs at 31 December 2024,the interests and short positions of each Director and chief executive of the Company in the shares,underlying shares and debentures of the Company and its associated corporations(within the meaning of Part XV of the Securi

67、ties and Futures Ordinance(the“SFO”)which were required to be(i)notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which the Directors and the chief executive have taken or deemed to have taken under such provisi

68、ons of the SFO);(ii)recorded in the register kept by the Company under section 352 of the SFO;or(iii)notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers,were as follows:Long Positions in Shares and Underlying Shares of

69、the CompanyDirectorCapacity/NaturePersonal InterestOther interest(Note 3)Total interestPercentage of interest in the Company sissued sharecapitalMr.Liu YanchengBeneficial owner570,000696,8691,266,8690.89%Interest of spouse(Note 1)375,000375,0000.26%Mr.Yao RunxiongBeneficial owner2,108,7502,108,7501.

70、49%Interest of spouse(Note 2)931,500931,5000.66%Mr.Wu YifengBeneficial owner6,110,0006,110,0004.31%Notes:1.375,000 shares of the Company are legally and beneficially owned by Ms.Zhang Juanying,the spouse of Mr.Liu Yancheng.Mr.Liu Yancheng is therefore deemed to be interested in the 375,000 shares of

71、 the Company for the purposes of the SFO.2.931,500 shares of the Company are legally and beneficially owned by Ms.Zhuang Yanzhu,the spouse of Mr.Yao Runxiong.Mr.Yao Runxiong is therefore deemed to be interested in the 931,500 shares of the Company for the purposes of the SFO.3.These interests repres

72、ent options granted to the Directors as beneficial owners under the share option scheme of the Company.Details of the interests of the Directors in the share options of the Company are disclosed in the section“Share Option Scheme”below.Save as disclosed above,as at 31 December 2024,none of the Direc

73、tors nor chief executive of the Company had any interests or short positions 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).PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202511Corporate Governan

74、ce and Other InformationSHARE OPTION SCHEMEA share option scheme was adopted by the Company following the resolution passed at the annual general meeting of the Company held on 20 October 2017 and was terminated on 15 December 2023(the“2017 Scheme”).All outstanding options granted under the 2017 Sch

75、eme will continue to be valid and exercisable in accordance with the provisions of the 2017 Scheme.For more details of the share option scheme,please refer to the circular of the Company dated 14 September 2017.As at 31 December 2024,the number of shares in respect of which options under 2017 Scheme

76、 had been granted and remained outstanding was 1,663,568 shares,representing approximately 1.17%of the shares of the Company in issue as at 31 December 2024.Details of the movements in the share options granted to Directors and employees under the 2017 Scheme during the period ended 31 December 2024

77、 are as follows:GranteesDate of grantExercise periodExercisepriceper ShareOutstandingbalanceas at1 July 2024Grantedduring theperiodLapsedduring theperiodOutstandingbalanceas at31 December2024Mr.Liu Yancheng20 December 202220 December 202319 December 20320.838696,869696,869Employees20 December 202220

78、 December 202319 December 20320.838966,699966,699These options were vested on 20 December 2023 and exercisable from the date of vesting to 19 December 2032(both dates inclusive).The closing price of the Company s shares immediately before the date on which these options were granted was HK$0.76(afte

79、r taking into account the share consolidation which became effective on 1 March 2023).The number of shares that may be issued in respect of options granted under the 2017 Scheme during the period ended 31 December 2024 divided by the weighted average of the Company s shares in issue for the period e

80、nded 31 December 2024 was approximately 1.3%.A share option scheme was adopted by the Company following the resolution passed at the annual general meeting of the Company held on 15 December 2023(the“2023 Scheme”).The main purpose of the scheme is to provide incentives and rewards to the eligible pa

81、rticipants including full time or part time employees of the Group(including any directors).As at the date of adoption of the share option scheme,the total number of issued shares of the Company was 83,416,800 shares of HK$0.2 each.Pursuant to the Listing Rules and the share option scheme,the total

82、number of shares which might fall to be issued upon exercise of all share options to be granted under the share option scheme was 8,341,680,representing 10%of the then total number of issued shares of the Company as at the date of adoption of the share option scheme and the maximum number of shares

83、that might be issued upon the exercise of all share options under the share option scheme or other schemes.The share option scheme will last for 10 years from the date of adoption.For more details of the share option scheme,please refer to the circular of the Company dated 30 October 2023.The number

84、 of shares available for grant under the 2023 Scheme at 31 December 2024 were 6,678,112 shares.Save as disclosed above,no option was granted,exercised,cancelled or lapsed under 2023 Scheme during the period and as at the date of this report since adoption of the 2023 Scheme.PROSPERITY GROUP INTERNAT

85、IONAL LIMITEDInterim Report 2024/202512Corporate Governance and Other InformationDIRECTORS RIGHTS TO PURCHASE SHARES OR DEBENTURESSave as disclosed in the above“SHARE OPTION SCHEME”,at no time during the six months ended 31 December 2024 was the Company or any of its holding companies,subsidiaries o

86、r fellow subsidiaries a party to any arrangements to enable the Directors and chief executives of the Company to acquire benefits by means of the acquisition of shares in,or debentures of,the Company or any body corporate,and none of the Directors and chief executives or their spouses or children un

87、der the age of 18,had any right to subscribe for the securities of the Company,or had exercised any such right during the period.SUBSTANTIAL SHAREHOLDERS INTERESTS AND SHORT POSITIONS IN THE SHARES,UNDERLYING SHARES AND DEBENTURES OF THE COMPANYAs at 31 December 2024,the Company has not been notifie

88、d by any person or entity who had or was deemed to have interests or short positions in the shares or underlying shares of the Company as recorded in the register required to be kept under section 336 of SFO.PURCHASE,SALE OR REDEMPTION OF THE COMPANY S LISTED SECURITIESDuring the six months ended 31

89、 December 2024,neither the Company nor any of its subsidiaries purchased,sold or redeemed any of the Company s listed securities.INTERIM DIVIDENDThe Board did not declare any interim dividend for the six months ended 31 December 2024.AUDIT COMMITTEEThe Audit Committee was established on 9 December 2

90、013 with written terms of reference specifying its authority and duties which is available on the websites of the Stock Exchange and the Company.The Audit Committee comprises of three non-executive Directors,amongst which three are independent.They are namely Mr.Chen Yeung Tak,Dr.Luo Xiaodong and Mr

91、.Wang Haoyuan.Mr.Chen Yeung Tak is the chairman of the Audit Committee.The Audit Committee has reviewed with senior management the accounting principles and practices adopted by the Group and also discussed the financial reporting matters including the review of the unaudited condensed consolidated

92、financial statements of the Company for the six months ended 31 December 2024.By Order of the BoardProsperity Group International LimitedLiu YanchengChairmanHong Kong,28 February 2025PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202513Condensed Consolidated Statement of Profit or Lossand

93、 Other Comprehensive IncomeSix months ended 31 December20242023NotesHK$000HK$000UnauditedUnauditedREVENUE654,65463,118Cost of sales(51,161)(60,842)Gross profit3,4932,276Other gains and(losses),net721142Administrative expenses(11,497)(13,077)Other expenses(106)(569)Allowance for expected credit loss(

94、“ECL”)recognised in respect of financial assets at amortised cost,net(6,923)(11,715)Share of results of an associate(20)Finance costs8(137)(293)LOSS BEFORE TAX9(14,979)(23,336)Income tax credit(expense)101,059(653)LOSS FOR THE PERIOD(13,920)(23,989)ATTRIBUTABLE TOOwners of the Company(16,309)(27,654

95、)Non-controlling interests2,3893,665 (13,920)(23,989)LOSS FOR THE PERIOD(13,920)(23,989)OTHER COMPREHENSIVE(EXPENSE)INCOME FOR THE PERIODItems that may be reclassified subsequently to profit or loss:Exchange differences on translating foreign operations(1,885)4,616 Other comprehensive(expenses)incom

96、e for the period,net of income tax(1,885)4,616 TOTAL COMPREHENSIVE EXPENSE FOR THE PERIOD(15,805)(19,373)ATTRIBUTABLE TOOwners of the Company(17,683)(23,869)Non-controlling interests1,8784,496 (15,805)(19,373)Loss per share attributable to ordinary equity holders of the Company(Restated)Basic and di

97、luted(HK cent)1112.833.1 PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202514Condensed Consolidated Statement of Financial Position31 December 202430 June2024NotesHK$000HK$000UnauditedAuditedNON-CURRENT ASSETSProperty,plant and equipment137,9626,828Intangible assets131,974Interests in an

98、 associate1,042Right-of-use asset141,395947 Total non-current assets12,3737,775 CURRENT ASSETSInventories30,63431,662Trade receivables,deposits and other receivables15127,109135,553Contract assets167,0624,733Prepayments1724,11123,238Financial assets at fair value through profit or loss1825Cash and c

99、ash equivalents7,47124,309 Total current assets196,389219,500 CURRENT LIABILITIESTrade and other payables1941,27941,039Amount due to a director9,50911,899Lease liabilities706704Bank borrowings203,762Income tax payable15,42416,672 Total current liabilities66,91874,076 NET CURRENT ASSETS129,471145,424

100、 TOTAL ASSETS LESS CURRENT LIABILITIES141,844153,199 PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202515Condensed Consolidated Statement of Financial Position31 December 202430 June2024NotesHK$000HK$000UnauditedAuditedNON-CURRENT LIABILITYLease liabilities989801Deferred tax liabilities6

101、46654 Total non-current liability1,6351,455 NET ASSETS140,209151,744 EQUITYShare capital2128,36125,025Reserves77,51695,319 TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY105,877120,344Non-controlling interests34,33231,400 TOTAL EQUITY140,209151,744 PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Re

102、port 2024/202516Condensed Consolidated Statement of Changes in EquityEquity attributable to owners of the Company Share capitalShare premiumStatutorysurplusreserveMerger reservesExchange fluctuation reserveShareoptionreserveAccumulatedlossesTotalNon-controlling interestsTotal EquityHK$000HK$000HK$00

103、0HK$000HK$000HK$000HK$000HK$000HK$000HK$000UnauditedUnauditedUnauditedUnauditedUnauditedUnauditedUnauditedUnauditedUnauditedUnauditedAt 1 July 2024(audited)25,025571,17115,593(13,746)(22,375)346(455,670)120,34431,400151,744(Loss)/profit for the period(16,309)(16,309)2,389(13,920)Other comprehensive

104、income for the period:Exchange differences on translation of foreign operations(1,374)(1,374)(511)(1,885)Total comprehensive(expense)income for the period(1,374)(16,309)(17,683)1,878(15,805)Recognition of equity-settled share-based expense114114114Issue of shares(note 21)3,336(234)3,1023,102Deregist

105、ration of a subsidiary(619)619Transfer from retained profits tostatutory surplus reserve230(230)Capital contribution from non-controlling interests of a subsidiary1,0541,054 At 31 December 2024(unaudited)28,361570,93715,204(13,746)(23,749)460(471,590)105,87734,332140,209 At 1 July 2023(audited)16,68

106、3563,56015,174(13,746)(21,474)377(407,991)152,58328,432181,015(Loss)/profit for the period(27,654)(27,654)3,665(23,989)Other comprehensive income for the period:Exchange differences on translation of foreign operations3,7853,7858314,616 Total comprehensive(expense)income for the period3,785(27,654)(

107、23,869)4,496(19,373)Lapse of share options(96)96Recognition of equity-settled share-based expense270270270 Transfer from retained profits tostatutory surplus reserve149(149)At 31 December 2023(unaudited)16,683563,56015,323(13,746)(17,689)551(435,698)128,98432,928161,912 PROSPERITY GROUP INTERNATIONA

108、L LIMITEDInterim Report 2024/202517Condensed Consolidated Statement of Cash FlowsSix months ended 31 December20242023HK$000HK$000UnauditedUnauditedCASH FLOWS FROM OPERATING ACTIVITIESCash used in operations(9,481)(3,304)Tax paid(130)Net cash flows used in operating activities(9,481)(3,434)CASH FLOWS

109、 FROM INVESTING ACTIVITIESPurchase of property,plant and equipment(1,521)(1,749)Interest received1163Proceeds from disposal of plant and equipment50Capital injection to an associate(1,068)Purchase of intangible assets(2,070)Net cash flows used in investing activities(4,598)(1,686)CASH FLOWS FROM FIN

110、ANCING ACTIVITIESRepayment of lease liability(612)(524)Interest paid(117)(195)Repayment of bank borrowings(3,739)(7,104)Repayment of amount due to a director(16,466)(990)Advance from a director14,1226,288Capital contribution from non-controlling interests of a subsidiary1,054Net proceeds from placem

111、ent of shares3,102 Net cash flows used in financing activities(2,656)(2,525)NET DECREASE IN CASH AND CASH EQUIVALENTS(16,735)(7,645)Effects of currency translation on cash and cash equivalents,net(103)191Cash and cash equivalents at beginning of period24,30913,707 CASH AND CASH EQUIVALENTS AT END OF

112、 PERIOD7,4716,253 ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTSCash and cash equivalents7,4716,253 PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202518Notes to the Condensed Consolidated Financial Statements1.CORPORATE AND GROUP INFORMATIONProsperity Group International Limited(the“C

113、ompany”)was incorporated in the Cayman Islands on 19 June 2013 as an exempted company with limited liability under the Companies Law,Cap.22 of the Cayman Islands.The Company s registered office address is at Cricket Square,Hutchins Drive,PO Box 2681,Grand Cayman KY1-1111,Cayman Islands.The Company w

114、as registered with the Registrar of Companies in Hong Kong as a non-Hong Kong company under the Companies Ordinance(Chapter 622 of the laws of Hong Kong)on 5 September 2013 and the principal place of business in Hong Kong is at Unit 903A,9th Floor,Mirror Tower,No.61 Mody Road,Tsim Sha Tsui East,Hong

115、 Kong.The Company is an investment holding company.The Group is principally engaged in supply of solar photovoltaic parts and equipment and electrical distribution system and trading of beauty and health products business in the People s Republic of China(the“PRC”).PROSPERITY GROUP INTERNATIONAL LIM

116、ITEDInterim Report 2024/202519Notes to the Condensed Consolidated Financial Statements1.CORPORATE AND GROUP INFORMATION(Continued)Information about major subsidiariesParticulars of the Company s major subsidiaries as at 31 December 2024 and 30 June 2024 are as follows:NamePlace of incorporation and

117、businessIssued ordinary/registered share capitalPercentage of equity attributable to the CompanyPrincipal activities31 December 202430 June 2024DirectIndirectDirectIndirectCapital Asia Investment LimitedHong Konglimited liabilityHK$1100100Investment holdingMarvel Skill Holdings LimitedBritish Virgin

118、 Islands(“BVI”),limited liabilityUS$50,000100100Investment holdingKahuer Holding Co.,LimitedBVI,limited liabilityUS$1,050,0006060Investment holdingLoydston International LimitedHong Kong,limited liabilityHK$500,0006060Investment holding揚中恆發新能源有限公司1,2Yangzhong Hengfa New Energy Company Limited(“Yangz

119、hong Hengfa”)PRCRMB10,000,000100100Supply and installation of solar photovoltaic parts and equipment萬騰電氣（鎮江）有限公司1,2Mantone Electrical(Zhenjiang)Company Limited(“Mantone Electrical”)PRCUS$10,000,000100100Provision of electrical distribution system萊斯頓電氣（江蘇）有限公司1,2(Loydston Electrical(Jiangsu)Company L

120、imited)(“Loydston Electrical”)PRCRMB30,000,0006060Provision of electrical distribution systemStrike Electrical Engineering Pte Ltd3(“Strike Singapore”)Singapore,limited liabilityS$1,510,000100Electrical works and general building engineering servicesKingbo Finance LimitedHong Kong,limited liabilityH

121、K$1100100Provision of finance廣州伊芙度生物科技有限公司2Guangzhou IFDO Biotechnology Co.,LtdPRCRMB2,000,00051Beauty&Health businessNote:1 Registered as a wholly-foreign-owned enterprise under PRC law.2 The unofficial English translations are for identification purposes only.3 The company has been deregistered on

122、 4 November 2024.The above table lists the subsidiaries of the Company which,in the opinion of the Directors of the Company,principally affected the results or assets of the Group.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202520Notes to the Condensed Consolidated Financial Statements

123、2.BASIS OF PREPARATIONThe unaudited condensed consolidated financial statements of the Group for the six months ended 31 December 2024(the“Interim Financial Statements”)have been prepared in accordance with International Accounting Standards(“IASs”)34 Interim Financial Reporting issued by the Intern

124、ational Accounting Standard Board(“IASB”).The Interim Financial Statements do not include all the information and disclosures required in the annual financial statements,and should be read in conjunction with the Group s annual financial statements as at and for the year ended 30 June 2024.Basis of

125、consolidationThe Interim Financial Statements comprise the financial statements of the Company and its subsidiaries for the six months ended 31 December 2024.The financial statements of the subsidiaries used in the preparation of the Interim Financial Statements are prepared for the same reporting d

126、ate as the Company.Consistent accounting policies are applied to transactions and events in similar circumstances.All intra-group balances,income and expenses resulting from intra-group transactions are eliminated in full.3.PRINCIPAL ACCOUNTING POLICIESThe Interim Financial Statements have been prep

127、ared under the historical cost convention except for financial assets at fair value through profit or loss(Note 18)which have been measured at fair value.These financial statements are presented in HK$.All values are rounded to nearest thousands(“HK$000”)unless otherwise stated.The accounting polici

128、es and methods of computation used in the condensed consolidated financial statements for the six months ended 31 December 2024 are the same as those presented in the Group s annual consolidated financial statements for the year ended 30 June 2024.Application of amendments to International Financial

129、 Reporting Standards(“IFRSs”)In the current interim period,the Group has applied the following amendments to IFRSs issued by the IASB for the first time,which are mandatorily effective for the Group s annual period beginning on 1 July 2024 for the preparation of the Group s condensed consolidated fi

130、nancial statements:Amendments to IFRS 16Lease Liability in a Sale and LeasebackAmendments to IAS 1Classification of Liabilities as Current or Non-currentAmendments to IAS 1Non-current Liabilities with CovenantsAmendments to IAS 7 and IFRS 7Supplier Finance ArrangementsThe application of the amendmen

131、ts to IFRSs in the current interim period has had no material impact on the Group s financial positions and performance for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements.The Group s Interim Financial Statements have been reviewed

132、 by the audit committee of the Company(the“Audit Committee”).PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202521Notes to the Condensed Consolidated Financial Statements4.SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATESThe preparation of the Interim Financial Statements requires managemen

133、t to make judgements,estimates and assumptions that affect the reported amounts of revenue,expenses,assets and liabilities,and their accompanying disclosures.However,uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying am

134、ount of the asset or liability affected in the future accounting periods.5.SEGMENT INFORMATIONFor management purposes,the Group is organised into business units based on their products and services and has three reportable operating segments as follows:(a)supply of solar photovoltaic parts and equip

135、ment(“Solar power business”);(b)provision of electrical distribution system(“Electrical distribution system business”);and(c)trading of beauty and health products(“Beauty&Health”).Management considers the business from product type perspective.During the six months ended 31 December 2024,the Group c

136、ommenced the business engaging in trading of beauty&health product,and it is considered as a new operating and reportable segment.Management monitors the results of Solar power business,Electrical distribution system business and Beauty&Health business separately for the purpose of making decisions

137、about resource allocation and performance assessment.Management was of the view that these three segments were mutually exclusive and distinguished from each other.Segment performance is evaluated based on reportable segment profit/loss,which is a measure of adjusted profit/loss before tax from cont

138、inuing operations.The adjusted profit/loss before tax from continuing operations is measured consistently with the Group s profit before tax from continuing operations except that unallocated gains as well as head office and corporate expenses are excluded from such measurement.There were no inter-s

139、egment sales for the six months ended 31 December 2024 and six months ended 31 December 2023.Segment assets exclude unallocated head office and corporate assets such as certain of plant and equipment,financial assets at fair value through profit or loss,certain prepayments,deposits and other receiva

140、bles,and cash and cash equivalents as these assets are managed on a group basis.Segment liabilities exclude unallocated head office and corporate liabilities such as certain of other payables and lease liabilities as these liabilities are managed on a group basis.PROSPERITY GROUP INTERNATIONAL LIMIT

141、EDInterim Report 2024/202522Notes to the Condensed Consolidated Financial Statements5.SEGMENT INFORMATION(Continued)Six months ended 31 December 2024Solar powerbusinessElectrical distribution system businessBeauty&HealthTotalHK$000HK$000HK$000HK$000UnauditedUnauditedUnauditedUnauditedSegment revenue

142、:Sales to external customers10,76343,69519654,654 Results:Segment results before allowance for ECL1,519919(3,066)(628)(Allowance)reversal for ECL(9,733)2,810(6,923)Segment results(8,214)3,729(3,066)(7,551)Unallocated gain173Corporate and other unallocated expenses(7,601)Loss before tax(14,979)At 31

143、December 2024Solar powerbusinessElectrical distribution system businessBeauty&HealthTotalHK$000HK$000HK$000HK$000UnauditedUnauditedUnauditedUnauditedSegment assets:38,801147,43013,685199,916Corporate and other unallocated assets8,846 Total assets208,762 Segment liabilities:14,43827,4403,54445,422Cor

144、porate and other unallocated liabilities23,131 Total liabilities68,553 PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202523Notes to the Condensed Consolidated Financial Statements5.SEGMENT INFORMATION(Continued)Six months ended 31 December 2023Solar powerbusinessElectrical distribution s

145、ystem businessBeauty&HealthTotalHK$000HK$000HK$000HK$000UnauditedUnauditedUnauditedUnauditedSegment revenue:Sales to external customers14,39248,72663,118 Results:Segment results before allowance for ECL441,1591,203Reversal(allowance)for ECL1,038(12,753)(11,715)Segment results1,082(11,594)(10,512)Una

146、llocated gain34Corporate and other unallocated expenses(12,858)Loss before tax(23,336)At 30 June 2024Solar powerbusinessElectrical distribution system businessBeauty&HealthTotalHK$000HK$000HK$000HK$000UnauditedUnauditedUnauditedUnauditedSegment assets:67,210144,593211,803Corporate and other unalloca

147、ted assets15,472 Total assets227,275 Segment liabilities:15,10828,66743,775Corporate and other unallocated liabilities31,756 Total liabilities75,531 PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202524Notes to the Condensed Consolidated Financial Statements5.SEGMENT INFORMATION(Continued

148、)Geographical information(a)Non-current assets31 December 202430 June 2024HK$000HK$000UnauditedAuditedMainland China10,1546,820Hong Kong2,219955 12,3737,775 The non-current asset information is presented based on the geographical locations of the assets.Sales of the Group to external customers were

149、substantially made in Mainland China including Hong Kong.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202525Notes to the Condensed Consolidated Financial Statements6.REVENUERevenue represents an appropriate proportion of contract revenue of construction contracts;the net invoiced value

150、of goods and services sold,after allowances for returns and trade discount during the respective reporting periods.Six months ended 31 December20242023HK$000HK$000UnauditedUnauditedAt a point in time:Supply of solar photovoltaic parts and equipment10,76314,392 Provision of electrical distribution sy

151、stem43,69548,726 Sales of beauty and health products196 54,65463,118 7.OTHER GAINS AND(LOSSES),NETSix months ended 31 December20242023HK$000HK$000UnauditedUnauditedGain on disposal of property,plant and equipment50Sample sales38Foreign exchange differences2Bank interest income1163Incentives from the

152、 Singapore Government(Note(i)8Net fair value loss on financial assets at fair value through profit or loss(Note 9)(3)(29)Others113 21142 Note:(i)Incentives from the Singapore Government comprise special employment credit,temporary employment credit and wages credit scheme.There are no unfulfilled co

153、nditions or contingencies relating to these incentives.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202526Notes to the Condensed Consolidated Financial Statements8.FINANCE COSTSAn analysis of finance costs is as follows:Six months ended 31 December20242023HK$000HK$000UnauditedUnauditedI

154、nterest on bank borrowings60195Interest on lease liability5783Others2015 137293 9.LOSS BEFORE TAXThe Group s loss before tax is arrived at after charging the following items:Six months ended 31 December20242023HK$000HK$000UnauditedUnaudited(a)Auditors remuneration570726Depreciation expense:Property,

155、plant and equipment(Note 13)29733Right-of-use asset(Note 14)354258Amortisation of intangible assets96Cost of goods and services provided51,16160,842Minimum lease payments under operating leases879994Employee benefits6,5149,031 (b)Employee benefits(including Directors remuneration):Directors emolumen

156、ts1,2861,298 Other staff salaries,wages and bonuses4,7287,066 Other staff equity-settled share-based expense114236 Retirement benefits,excluding directors emoluments386431 6,5149,031 (c)Net fair value loss on financial assets at fair value through profit or loss(Note 7)329 PROSPERITY GROUP INTERNATI

157、ONAL LIMITEDInterim Report 2024/202527Notes to the Condensed Consolidated Financial Statements10.INCOME TAX CREDIT(EXPENSE)Six months ended 31 December20242023HK$000HK$000UnauditedUnauditedCurrent PRC Charge for the period698653 Overprovision in prior years(1,757)Tax(credit)charge for the period(1,0

158、59)653 The tax rate for Singapore subsidiary is based on Singapore corporate income tax rate at 17%for both period.Under the Law of the PRC on Enterprise Income Tax(the“EIT Law”)and Implementation Regulation of the EIT Law,the tax rate of the PRC subsidiaries is 25%for both period.Withholding tax wa

159、s provided for dividend distributed and undistributed profits of certain subsidiaries in the PRC at a rate of 10%for both period.On 21 March 2018,the Hong Kong Legislative Council passed the Inland Revenue(Amendment)(No.7)Bill 2017(the“Bill”)which introduces the two-tiered profits tax rates regime.T

160、he Bill was signed into law on 28 March 2018 and was gazette on the following day.Under the two-tiered profits tax rate regime,the first HK$2,000,000 of profits of the qualifying group entity will be taxed at 8.25%,and profits above HK$2,000,000 will be taxed at 16.5%.Accordingly,the Hong Kong profi

161、ts tax is calculated at 8.25%on the first HK$2 million of the estimated assessable profits and at 16.5%on the estimated assessable profits above HK$2 million.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202528Notes to the Condensed Consolidated Financial Statements11.BASIC AND DILUTED L

162、OSS PER SHAREThe weighted average number of equity shares refers to shares in issue during the period.The Group had no potentially dilutive ordinary shares(six months ended 31 December 2024:Nil)in issue during the period.The calculations of basic and diluted loss per share are based on:Six months en

163、ded 31 December20242023HK$000HK$000UnauditedUnauditedLossLoss attributable to equity holders of the Company,used in the basic and diluted loss per share calculation(HK$000)(16,309)(27,654)SharesWeighted average number of ordinary shares in issue during the period used in the basic and diluted loss p

164、er share calculation(in thousand)127,21083,624(restated)Basic and diluted loss per share(HK cent)12.833.1 The weighted average number of ordinary shares for the purpose of basic loss per share for the period ended 31 December 2023 have been adjusted for right issue of shares on 8 May 2024.Accordingl

165、y,the basic loss per share for the period ended 31 December 2023 is restated.The computation of diluted earnings per share for the both periods does not assume the exercise of the Company s outstanding share options as the relevant exercise price of those options were higher than the average market

166、price for the current period.12.DIVIDENDNo dividend was declared for the six months ended 31 December 2024 and 2023.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202529Notes to the Condensed Consolidated Financial Statements13.PROPERTY,PLANT AND EQUIPMENT AND INTANGIBLE ASSETSDuring the

167、six months ended 31 December 2024,the Group transferred construction in progress to property,plant and equipments of HK$3,332,000(six months ended 31 December 2023:nil)and acquired other property,plant and equipment of HK$1,521,000(six months ended 31 December 2023:nil).During the six months ended 3

168、1 December 2024,the Group also disposed of certain property,plant and equipment with carrying amount of HK$0(six months ended 31 December 2023:nil)at net consideration of HK$50,000(six months ended 31 December 2023:nil),resulting in a gain on disposal of HK$50,000(six months ended 31 December 2023:n

169、il).During the current interim period,the Group acquired several trademarks of beauty and health products at a cash consideration of approximately HK$2,070,000(six months ended 31 December 2023:nil).14.RIGHT-OF-USE ASSETMotorvehicleBuildings leased for own usedTotalHK$000HK$000HK$000CostAs at 1 July

170、 2024(audited)1,5505,1186,668Addition802802Disposal(5,118)(5,118)As at 31 December 2024(unaudited)1,5508022,352 Accumulated depreciationAs at 1 July 2024(audited)6035,1185,721Depreciation provided for the period25896354Disposal(5,118)(5,118)As at 31 December 2024(unaudited)86196957 Net carrying amou

171、ntsAs at 31 December 2024(unaudited)6897061,395 As at 30 June 2024(audited)947947 During the current interim period,the Group entered into a new lease agreement with lease terms of approximately 2 years(six months ended 31 December 2023:nil).On date of lease commencement,the Group recognised right-o

172、f-use assets of HK$802,000(six months ended 31 December 2023:nil)and lease liabilities of HK$802,000(six months ended 31 December 2023:nil).The Group is required to make fixed monthly payments during the contract period.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202530Notes to the Con

173、densed Consolidated Financial Statements15.TRADE RECEIVABLES,DEPOSITS AND OTHER RECEIVABLES31 December 202430 June 2024HK$000HK$000UnauditedAuditedTrade receivables:Third parties Gross amount220,106223,901 Less:allowance for ECL(94,123)(89,351)125,983134,550 Deposits and other receivables:Deposits68

174、6705Others440298 1,1261,003 Total trade receivables,deposits and other receivables127,109135,553 Trade receivables are non-interest bearing and with credit terms ranged from of 180 to 360 days.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202531Notes to the Condensed Consolidated Financi

175、al Statements15.TRADE RECEIVABLES,DEPOSITS AND OTHER RECEIVABLES(Continued)An aging analysis of the trade receivables as at the end of the reporting periods,based on the invoice date(net of allowance for ECL),are as follows:31 December 202430 June 2024HK$000HK$000UnauditedAuditedLess than 90 days39,

176、79140,42691 to 180 days7,01533,301181 to 365 days45,96226,409Over 365 days33,21534,414 125,983134,550 Trade receivables that were past due but not impaired relate to a number of customers that have a good track record with the Group.The Group does not hold any collateral or other credit enhancements

177、 over these balances.16.CONTRACT ASSETS31 December 202430 June 2024HK$000HK$000UnauditedAuditedContract assets(Note)10,4227,080Less:allowance for ECL(3,360)(2,347)7,0624,733 Note:Contract assets primarily relate to the subsidiaries,i)retention receivable of provision of electrical distribution syste

178、m and ii)retention receivable of installation of solar photovoltaic parts.Contract assets are transferred to receivables when the rights become unconditional.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202532Notes to the Condensed Consolidated Financial Statements17.PREPAYMENTS31 Decem

179、ber 202430 June 2024HK$000HK$000UnauditedAuditedPrepayments Advance payments made to suppliers(Note)23,08522,773 Other1,026465 24,11123,238 Note:As at 31 December 2024,the advance payment is required when the supplier requires partial or certain percentage of the payment for the products prior to th

180、e delivery/provision of the relevant goods or services,mainly representing of approximately HK$25,000(30 June 2024:approximately HK$25,000)for prepayment to supplier for photovoltaics parts and equipment,approximately HK$18,468,000(30 June 2024:HK$22,748,000)for prepayment to electrical distribution

181、 system.These prepayments are made in accordance with the terms specified in the purchase contract,and the Group has also fully entered into corresponding sales contracts with customers.The remaining balances mainly represent advances to suppliers of HK$2,553,000 for goods and services,and prepaid l

182、icence fee of HK$2,039,000,both related to the health and beauty business.18.FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS31 December 202430 June 2024HK$000HK$000UnauditedAuditedListed securities held-for-trading,at fair value:Equity securities listed in Hong Kong25 The above equity investme

183、nts at 31 December 2024 and 30 June 2024 were classified as financial assets at fair value through profit or loss and were accordingly,belong to the financial assets at fair value through profit or loss category.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202533Notes to the Condensed C

184、onsolidated Financial Statements18.FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS(Continued)Stock codeCompany nameNo.of share held at 31 December 2024Market value as atMarket value as atChange in fair value of held-for-trading instruments for the years ended31 December202430 June202431 Decemb

185、er 202431 December 2023HK$000HK$000HK$000HK$000UnauditedAuditedUnauditedUnaudited164China Baoli Technologies Holdings Limited4,90025(3)(6)804Pinestone Capital LimitedN/AN/AN/AN/A(151)1869Li Bao Ge Group LimitedN/AN/AN/AN/A(1)8423Chi Ho Development Holdings LimitedN/AN/AN/AN/A1508293SingAsia Holdings

186、 Limited2,000*(21)25(3)(29)Equity securities listed in Hong Kong were measured at fair value at the end of the reporting period.The fair value of the equity securities listed in Hong Kong were determined with reference to quoted market closing price.*The market value of equity securities in SingAsia

187、 Holdings Limited amounted to HK$278.The amount shown above is a result of rounding.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202534Notes to the Condensed Consolidated Financial Statements19.TRADE AND OTHER PAYABLES31 December 202430 June 2024HK$000HK$000UnauditedAuditedTrade payable

188、s:Third parties9,2068,747 Other payables:Accrued liabilities4,4844,986VAT payable and other tax payables20,95921,167Warranty provision3,7784,006Contract liabilities183Others2,6692,133 32,07332,292 Total41,27941,039 Accrued liabilities refer mainly to accrual for professional fees and employee benefi

189、ts.These trade and other payables are non-interest bearing and trade payables are normally settled on terms from 30 to 90 days while other payables have an average term of 30 days.An aging analysis of the trade payables at the end of the reporting date,based on the invoice date,is as follows:31 Dece

190、mber 202430 June 2024HK$000HK$000UnauditedAuditedTrade payables:Less than 90 days864,33091 to 180 days5,052104181 to 270 days4,0684,313 9,2068,747 PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202535Notes to the Condensed Consolidated Financial Statements20.BANK BORROWINGS31 December 202

191、430 June 2024HK$000HK$000UnauditedAuditedSecured bank borrowings3,762 Represented by:Carrying amount repayable within one year3,762 3,762 The bank borrowings bear interest at 0.75%over 1 year PRC Loan Price Rate per annum as at 30 June 2024.At 30 June 2024,the Group s bank borrowings are secured by:

192、(i)interest of several properties located in the PRC of the senior management of the Group;and(ii)personal guarantee provided by the senior management of the Group.21.SHARE CAPITAL AND SHARE PREMIUM31 December 202430 June 2024HK$000HK$000UnauditedAuditedIssued and fully paid:141,805,200(30 June 2024

193、:125,125,200)ordinary shares of HK$0.2 each(30 June 2024:HK$0.2 each)28,361,04025,025,040 PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202536Notes to the Condensed Consolidated Financial Statements21.SHARE CAPITAL AND SHARE PREMIUM(Continued)A summary of the Company s share capital and

194、share premium is as follows:Number of shares in issueIssued share capitalShare premium accountTotalHK$000HK$000HK$000At 1 July 2023(audited)and 31 December 2023(unaudited)83,416,80016,683563,560580,243Rights issue of shares(Note(a)41,708,4008,3427,61115,953 As at 30 June 2024(audited)125,125,20025,0

195、25571,171596,196Issue of shares(Note(b)16,680,0003,336(234)3,102 As at 31 December 2024(unaudited)141,805,20028,361570,937599,298 Notes:(a)On 8 May 2024,the Company completed 41,708,400 rights shares at a subscription price of HK$0.4 per rights share on the basis of one rights shares for every two t

196、hen existing ordinary share held.The Company raised net proceeds of approximately HK$15,953,000 after before transaction costs amounting to approximately HK$732,000 with the intention at the time of rights issue to develop its sale of cosmetic products business,develop solar power and electrical dis

197、tribution system business and finance general working capital of the Group.(b)On 28 November 2024,the Company entered into a placing agreement(the“2024 Placing Agreement”)with Advent Securities(Hong Kong)Limited,pursuant to which Gransing Securities Co.,Limited agreed to place up to 16,680,000 new s

198、hares of the Company to not less than six placees on a best effort basis at a placing price of HK$0.2 per placing share(the“2024 Placing”).The Placing was completed on 9 December 2024 and 16,680,000 new shares of the Company with an aggregate nominal value of HK$3,336,000 were allotted and issued by

199、 the Company to not less than six placees who were independent individuals,corporations and/or institutional investors,who and whose ultimate beneficial owners were third parties independent of and not connected with the Company and its connected persons.PROSPERITY GROUP INTERNATIONAL LIMITEDInterim

200、 Report 2024/202537Notes to the Condensed Consolidated Financial Statements22.FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTSSome of the Group s financial assets and liabilities are measured at fair value at the end of the reporting period.The following table gives information about how the fair va

201、lues of these financial assets and liabilities are determined(in particular,the valuation technique(s)and inputs used),as well as the level of the fair value hierarchy into which the fair value measurements are categorised(Levels 1 to 3)based on the degree to which the inputs to the fair value measu

202、rements is observable.Level 1 fair value measurements are those derived from 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

203、or liability,either directly(i.e.as prices)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).At 31 December 2024(Unaud

204、ited)Financial assets at fair value through profit of loss(Level 1)Financial assets at amortised costTotalHK$000HK$000HK$000Financial assets at fair value through profit or loss22Trade receivables,deposits and other receivables127,109127,109Cash and cash equivalents7,4717,471 2134,580134,582 Financi

205、al liabilitiesFinancial liabilities at amortised costHK$000Trade and other payables(excluding GST/VAT payable and accrued liabilities)41,279Amount due to a director9,509Lease liability1,695 52,483 PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202538Notes to the Condensed Consolidated Fin

206、ancial Statements22.FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS(Continued)At 30 June 2024(Audited)Financial assetsFinancial assets at fair value through profit of loss(Level 1)Financial assets at amortised costTotalHK$000HK$000HK$000Financial assets at fair value through profit or loss55Trade r

207、eceivables,deposits and other receivables135,553135,553Cash and cash equivalents24,30924,309 5159,862159,867 Financial liabilitiesFinancial liabilities at amortised costHK$000Trade and other payables(excluding VAT payable and accrued liabilities)10,880Amount due to a director11,899Bank borrowings3,7

208、62Lease liabilities1,505 28,046 PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202539Notes to the Condensed Consolidated Financial Statements23.RELATED PARTY TRANSACTIONS(a)In addition to the related party information disclosed elsewhere in the financial statements,the following are the r

209、elated party transactions entered into between the Group and its related parties that took place on terms and conditions agreed between the parties during the reporting periods:Six months ended 31 December20242023NotesHK$000HK$000UnauditedUnaudited(Restated)Rental expense charged by a related compan

210、y(i)105 Note:(i)Rental expense was charged by Victrad Enterprise(Pte)Limited,a company controlled by a former key management personnel of the Group with reference to the rates of other similar premises.(b)Security and guarantee given by related partiesAs set out in note 20,the Group s bank borrowing

211、s are secured by:(i)interest of several properties located in the PRC of the Group s senior management,(ii)personal guarantee provided by the senior management of the Group.(c)Compensation of key management personnel of the Group:Six months ended 31 December20242023HK$000HK$000UnauditedUnauditedDire

212、ctors emoluments1,2861,298Salaries and bonuses2,8503,207Equity-settled share-based expense4160Pension scheme contributions2760 4,2044,625 PROSPERITY GROUP INTERNATIONAL LIMITEDInterim Report 2024/202540Notes to the Condensed Consolidated Financial Statements24.CAPITAL COMMITMENTS31 December 202430 J

213、une 2024HK$000HK$000(Unaudited)(Audited)Capital expenditure contracted for but not provided in respect of acquisition of plant and equipment159377Capital contribution payable to an associate563 25.SHARE OPTION SCHEMEThe Company has a share option scheme which was adopted at the annual general meetin

214、g of the Company held on 15 December 2023 for a period of 10 years.During the period,no share options were granted under the share option scheme of the Company.Details are set out in the section“other information”in the 2023/2024 interim report of the Company.26.APPROVAL OF THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATIONThe unaudited condensed consolidated interim financial information was approved and authorised for issue by the Board on 28 February 2025.