目 錄 | 2 | 公司資料 | | --- | --- | | 3 | 公司簡介及財務概要 | | 4 | 主席報告 | | 6 | 管理層討論及分析 | | 14 | 董事簡歷 | | 19 | 董事會報告 | | 33 | 企業管治報告 | | 76 | 獨立核數師報告 | | 85 | 綜合收益表 | | 86 | 綜合全面收益表 | | 87 | 綜合財務狀況表 | | 89 | 綜合權益變動表 | | 91 | 綜合現金流量表 | | 92 | 綜合財務報表附註 | | 185 | 主要附屬公司及聯營公司 | | 190 | 釋義 | | 192 | 股東資訊 | 聲明 如中英文版本有差異之處，以英文版本為準。 股份代號 年 報 2024 公司資料 審核委員會 方志偉 （委員會主席） 沙正治 李王佩玲 陳子亮 薪酬委員會 方志偉 （委員會主席） 陸法蘭 陳子亮 提名委員會 沙正治 （委員會主席） 陸法蘭 陳子亮 可持續發展委員會 楊國猛 （委員會主席） 方志偉 文德章 主要往來銀行 香港上海滙豐銀行有限公司 中國工商銀行（亞洲）有限公司 中國銀行（香港）有限公司 星展銀行香港分行 花旗銀行香港分行 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） （股份代號：2383） 截至二○二四年十二月三十一日止年度之全年業績 主席報告 二〇二四年，TOM集團繼續專注投資於具增長潛力的業務領域，包括中國農村電子 商貿╱供應鏈、金融科技及先進的大數據分析，當然亦包括推動出版業務的持續數碼化 發展。 經濟及地緣政治不明朗因素加劇、強美元、持續通脹及高利率環境均影響了二〇二四年 的企業信心及客戶消費。面對這些逆境因素，集團的綜合收入減少百分之四點八至合共 港幣七億四千七百萬元。來自媒體業務和科技平台及投資的收入總額分別為 港幣七億二千七百萬元及港幣二千一百萬元。 集團未計入淨融資成本及稅項之虧損和股東應佔虧損分別為港幣一千八百萬元及 港幣二億五千六百萬元，主要由於二〇二四年融資成本上升，以及並無撥回減值虧損所致。 撇除二〇二三年撥回郵樂減值虧損約港幣一千四百萬元及社交網絡集團商譽減值約 港幣八百萬元的一次性影響，二〇二四年未計入淨 ...

Financial Performance - For the six months ended June 30, 2024, TOM Group's consolidated revenue decreased by 9.6% to HKD 342 million[7]. - The attributable loss to shareholders was HKD 145 million, with a loss excluding one-time impacts increasing from HKD 16 million to HKD 27 million[7]. - The net loss attributable to equity holders was HKD 145.41 million, compared to a loss of HKD 94.55 million in the same period last year, representing a 54% increase in losses[8]. - The group reported a total comprehensive loss of HKD 1,551,841,000 for the period, compared to a loss of HKD 1,290,461,000 previously[45]. - The total accumulated losses reached HKD 6,768,543,000, increasing from HKD 6,646,531,000, indicating a rise of approximately 1.8%[47]. Revenue Breakdown - Revenue from the media business and technology platform and investments amounted to HKD 332 million and HKD 10 million, respectively[7]. - The group's media business generated total revenue of HKD 332.00 million, with a segment profit of HKD 22.00 million, while the technology platform and investment segment reported a revenue of HKD 10.00 million and a segment loss of HKD 14.00 million[11]. - The publishing group in Taiwan recorded total revenue of HKD 328 million and segment profit of HKD 22 million despite challenging market conditions[7]. - The mobile internet segment generated revenue of HKD 332,403,000, reflecting a decrease of HKD 107,000 year-over-year[63]. - Total revenue for the e-commerce segment for the six months ended June 30, 2024, was HKD 10,466,000, with a decrease of HKD 423,000 compared to the previous period[63]. Cash Flow and Financial Position - As of June 30, 2024, the group's cash and bank balances (excluding pledged deposits) were approximately HKD 422.00 million, with total credit facilities of HKD 4.52 billion, of which 82.3% or HKD 371.90 million was utilized[17]. - The group's net debt as of June 30, 2024, was approximately HKD 1.55 billion, an increase from HKD 1.03 billion as of December 31, 2023[8]. - The net cash inflow from operating activities for the six months ended June 30, 2024, was HKD 46,843,000, a decrease of 16.5% compared to HKD 56,089,000 in the same period of 2023[49]. - The total cash and cash equivalents as of June 30, 2024, were HKD 421,797,000, down from HKD 442,158,000 at the end of the previous year[49]. - The company has a net debt of HKD 1.55 billion as of June 30, 2024, indicating a stable financial position supported by available bank financing[50]. Investments and Impairments - The group recognized an impairment loss provision of approximately HKD 14 million for receivables from associates, reflecting reduced credit risk after recovering amounts owed from a subsidiary[18]. - The group recorded a significant impairment loss of HKD 21,374,000 related to receivables from joint ventures, compared to a reversal of HKD 14,471,000 in the previous year[38]. - The investment in WeLab resulted in an unrealized loss of HKD 65.32 million for the same period, with no realized gains or dividends received[25]. - The group recognized a reversal of impairment provision for receivables from joint ventures amounting to HKD 14,471,000 for the six months ended June 30, 2023[75]. Employee and Operational Costs - The group employed approximately 1,100 full-time employees, with total employee costs, including director remuneration, amounting to HKD 148 million for the first six months of the year[29]. - Employee costs decreased to HKD 39,418,000 from HKD 41,361,000, a reduction of approximately 4.7%[76]. - Other operating expenses totaled HKD 67,136,000, down from HKD 68,673,000, reflecting a decrease of about 2.2%[76]. Corporate Governance and Compliance - The company maintains a high level of corporate governance, emphasizing effective risk management and internal controls[127]. - The audit committee, consisting of three independent non-executive directors, oversees financial governance and internal controls[128]. - The company has complied with all applicable provisions of the corporate governance code during the six months ended June 30, 2024[129]. Future Outlook and Strategy - The company plans to continue seeking selective growth opportunities while maintaining stable business performance[7]. - The group plans to continue expanding its digital business and seizing market opportunities to drive further growth[14]. - The company focuses on achieving sustainable and recurring profits while maintaining financial strength and stability, emphasizing revenue growth and rigorous cost management[31].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） （股份代號：2383） 截至二○二四年六月三十日止六個月之中期業績 主席報告 截至二○二四年六月三十日止六個月，TOM集團繼續專注於具增長的業務機遇，包括投 資於中國農村電子商貿╱供應鏈、金融科技及先進的大數據分析。 美元強勢、地緣政治不穩、全球通脹及利率等因素持續影響企業信心及客戶開支。因此， 集團的綜合收入減少百分之九點六至港幣三億四千二百萬元。來自集團媒體業務和科技 平台及投資的收入總額分別為港幣三億三千二百萬元及港幣一千萬元。毛利總額為 港幣一億三千七百萬元，而毛利率則維持在百分之四十點二的水平。 期內，由於融資成本增加以及不利的滙兌率影響盈利，集團的股東應佔相關虧損為 港幣一億四千五百萬元。撇除於二○二三年上半年就郵樂的撥回減值虧損約 港幣一千四百萬元的一次性影響，未計入淨融資成本及稅項之虧損由二○二三年上半年 的港幣一千六百萬元增加至港幣二千七百萬元。 集團 ...

Financial Performance - The total revenue for TOM Group in 2023 decreased by 5.5% to HKD 784.446 million compared to HKD 830.121 million in 2022[6]. - The loss attributable to equity holders was HKD 221.426 million, compared to a profit of HKD 142.420 million in 2022[5]. - The group's total revenue decreased by 5.5% to HKD 784 million, primarily due to adverse foreign exchange impacts and geopolitical tensions affecting the global economic outlook[12]. - The group reported a loss of HKD 80 million for the year, compared to a profit of HKD 286 million in the previous year, primarily due to increased financing costs and reduced equity earnings[15]. - The group’s attributable loss to equity holders was HKD 221 million, a significant decline from a profit of HKD 142 million in the previous year[16]. - The net loss for the year 2023 was HKD 211,463,000, compared to a profit of HKD 185,193,000 in 2022, indicating a significant decline in performance[180]. - The total comprehensive loss for the year ended December 31, 2023, amounted to HKD 1,010,566,000[186]. Revenue Breakdown - Revenue from the media business was HKD 755.583 million, while revenue from technology platforms and investments was HKD 31.1 million[6]. - Revenue from the media business declined by 3.5% to HKD 757 million, with a segment profit of HKD 70 million[6]. - The social media business, Pixnet, generated total revenue of HKD 25 million, with a segment loss of HKD 15 million[6]. - The publishing business in Taiwan recorded total revenue of HKD 742.2 million, with a segment profit of HKD 73 million[7]. - The advertising business group reported total revenue of HKD 15 million, resulting in a segment loss of HKD 2 million due to an uncertain economic outlook[14]. E-commerce Performance - The e-commerce business, Youle, saw a 47.8% increase in transaction volume to RMB 18.107 billion in 2023[6]. - The total transaction volume for the e-commerce business operated by China Post increased by 47.8% to RMB 18.107 billion in 2023[9]. - The total transaction volume of the e-commerce company Youle, invested by the group, increased by 47.8% to RMB 18.107 billion in 2023[13]. Financial Position - The total assets of the company amounted to HKD 3,007.9 million, while total liabilities were HKD 4,298.361 million[5]. - As of December 31, 2023, the group had cash and bank balances of approximately HKD 538 million, with total credit facilities of HKD 4.52 billion, of which 81% was utilized[17]. - The group’s net current assets were approximately HKD 335 million, down from HKD 426 million the previous year, with a current ratio of 1.62[17]. - The group’s capital debt ratio increased to 154.4% as of December 31, 2023, compared to 135.6% the previous year[17]. - The group's net liabilities as of December 31, 2023, amounted to HKD 1.29 billion[191]. Impairment and Losses - The company confirmed non-cash impairment losses of approximately HKD 14 million related to Youle and HKD 8 million related to goodwill[6]. - The group confirmed a non-cash goodwill impairment of approximately HKD 8 million in the social networking segment due to a challenging market environment[13]. - The impairment provision for goodwill as of December 31, 2023, is HKD 8 million, with the carrying amount of goodwill related to the publishing business group being HKD 500.2 million after impairment[166]. Investments - WeLab, a fintech investment, has over 60 million users and facilitated over USD 13 billion in loans, with TOM Group holding an 8.03% stake[9]. - TOM Group's investment in Miaoying Technology has positioned it as a leading ESG data provider in Asia, with a 6.22% stake held by TOM Group[9]. - The investment in WeLab resulted in an unrealized loss of HKD 150.19 million, with no realized gains or dividends received during the same period[21]. Corporate Governance - The board of directors did not recommend the distribution of dividends for the year[37]. - The company has no stock option plans as of the report date[46]. - The board of directors includes 3 independent non-executive directors, confirming their independence according to the listing rules[44]. - The company has established a Nomination Committee to review the board's structure, size, diversity, and member capabilities, ensuring alignment with corporate strategy and shareholder value[133]. - The board consists of seven directors, including the chairman, CEO, two non-executive directors, and three independent non-executive directors, meeting the requirement of one-third independent directors as per listing rules[83]. Risk Management - The company has adopted a risk management framework aligned with the COSO framework, which systematically identifies, assesses, and manages risks, including sustainability and cyber risks[114]. - The audit committee reviews the comprehensive risk register and risk management reports biannually to ensure effective systems are in place[114]. - The group has implemented a rigorous compliance procedure for legal and regulatory matters, ensuring adherence to local and international laws[117]. Employee and Compensation - The total employee cost for the year, excluding director remuneration, was HKD 308 million, with approximately 1,200 full-time employees as of December 31, 2023[24]. - The group emphasizes competitive compensation and benefits for employees, including medical insurance and retirement funds[24]. - The remuneration for directors and senior management is based on their industry expertise, the group's performance, and comparisons with local and international companies[141]. Sustainability and Corporate Social Responsibility - The group aims to achieve specific environmental targets by 2025, including reducing its operational environmental footprint[154]. - The group has established a Human Rights Policy and emphasizes the importance of diversity, training, and development in its workplace[155]. - The group integrates sustainability into its risk management approach, conducting formal reviews of significant sustainability risks every six months[156]. Shareholder Communication - The company emphasizes transparency and investor relations, providing various communication channels for shareholders and stakeholders[144]. - The company has a shareholder communication policy to ensure timely and fair access to information for all shareholders[125]. - The audit committee regularly reviews the effectiveness and compliance of the shareholder communication policy, which was updated in December 2022 and reviewed again in December 2023[149].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 港幣一千五百萬元。 （於開曼群島註冊成立之有限公司） （股份代號：2383） 截至二○二三年十二月三十一日止年度之全年業績 主席報告 於二○二三年，TOM集團繼續專注投資於具高增長潛力的業務領域，如中國農村電子商 貿╱供應鏈、金融科技及先進的大數據分析，同時繼續推動出版業務的數碼化發展。 | --- | |--------------------------------------------------------------------------------------| | | | 於二○二三年，包括美元強勢、地緣政治緊張局勢、成本通脹及利率攀升等逆向因素均影 | | 響企業信心及市場氛圍。因此，集團的綜合收入減少百分之五點五至港幣七億八千四百萬元。 | | 來自媒體業務和科技平台及投資的收入總額分別為港幣七億五千七百萬元及港幣三千一百萬元。 | | 集團未計入淨融資成本及稅項之虧損和股東應佔虧 ...

Business Segments and Operations - TOM Group's interim report for 2023 highlights the company's key business segments, including Media Business, Technology Platform & Investment, and strategic investments in fintech and advanced big data analytics[3][4] - The company's e-commerce platform, Ule Holdings Limited (Ule Group), operates in mainland China and focuses on new retail business development and financing[4] - TOM Group's transaction volume (GMV) is calculated based on all orders processed through Ule Group's platforms, including web, mobile, and desktop applications, regardless of order completion or product/service returns[3] - The company operates five reportable business segments: E-commerce, Mobile Internet, Social Network, Publishing, and Advertising[61] - E-commerce segment revenue for the six months ended June 30, 2023, was HKD 0, with a segment profit of HKD 6,537[64] - Technology platform and investment segment revenue was HKD 3,330, with a segment loss of HKD 8,054[64] - Social network segment revenue was HKD 11,749, with a segment loss of HKD 8,242[64] - Publishing business segment revenue was HKD 355,531, with a segment profit of HKD 36,645[64] - Media business segment revenue was HKD 8,062, with a segment loss of HKD 513[64] - Total revenue for the six months ended June 30, 2023, was HKD 378,672, with a total segment profit of HKD 26,373[64] - Non-current asset expenditures for the six months ended June 30, 2023, totaled HKD 74,931[64] - Total revenue for the six months ended June 30, 2022, was HKD 401,004, with a total segment profit of HKD 17,518[68] - Non-current asset expenditures for the six months ended June 30, 2022, totaled HKD 55,882[68] Financial Performance - TOM Group's consolidated revenue decreased by 5.6% to HKD 379 million, with media business revenue at HKD 364 million and technology platform & investment revenue at HKD 16 million[7] - The Group's gross profit was HKD 155 million, maintaining a gross margin of 41%[7] - The Group's net loss attributable to shareholders was HKD 95 million, with a narrowed loss excluding impairment reversal of HKD 16 million[7] - TOM Group recorded revenue of HKD 379 million with a gross margin of 41% for the six months ended June 30, 2023[17] - TOM Group's net loss attributable to shareholders was HKD 95 million for the six months ended June 30, 2023[17] - Revenue for the six months ended June 30, 2023, decreased to HKD 378.67 million from HKD 401.00 million in the same period last year, representing a decline of 5.6%[36] - Net loss attributable to equity holders of the company was HKD 94.55 million, compared to a net profit of HKD 193.38 million in the prior year period[36] - Total comprehensive loss for the period was HKD 106.26 million, down from a comprehensive income of HKD 182.60 million in the same period last year[38] - The company reported a net loss attributable to equity holders of HKD 94,547,000 for the six months ended June 30, 2023, compared to a profit of HKD 193,379,000 in the same period last year[87] - The company's tax expense for the period was HKD 9,179,000, with overseas tax accounting for HKD 7,161,000[85] - The company did not declare or pay any dividends for the six months ended June 30, 2023[86] Investments and Associates - The company's major associates include WeLab Holdings Limited, a British Virgin Islands-based company, and Mioying Holdings Inc., a Cayman Islands-based company[4] - WeLab has approximately 60 million users and has facilitated around $13 billion in loans[16] - WeLab holds an 8.03% equity stake in TOM Group as of June 30, 2023[16] - Miaozhen Technology expanded its market share in sustainability data and software, covering Greater China, Singapore, and Japan[16] - TOM Group holds a 6.22% equity stake in Miaozhen Technology as of June 30, 2023[16] - The company's significant investment in Youle accounted for 22.39% of the issued share capital, with a carrying value of HKD 371,897,000, representing 12.35% of the company's total assets[24] - The company's investment in WeLab's preferred shares accounted for 8.03% of the issued share capital, with a carrying value of HKD 892,624,000, representing 29.63% of the company's total assets[24] - During the six months ended June 30, 2023, the company recorded a reversal of impairment provision for receivables from Youle of HKD 14.471 million and a share of operating loss of HKD 16.839 million[24] - The company recorded an unrealized profit of HKD 592,000 from the revaluation of its investment in WeLab during the six months ended June 30, 2023[26] - The company's investment in associates decreased to HKD 379,660,000 as of June 30, 2023, from HKD 401,060,000 as of December 31, 2022[94] - The company's share of net loss from associates was HKD 13,937,000 for the six months ended June 30, 2023, compared to a net loss of HKD 35,746,000 in the same period last year[96] Financial Position and Liabilities - TOM Group's cash and bank balances (excluding pledged deposits) were approximately HKD 486 million as of June 30, 2023[19] - TOM Group's total credit facility was HKD 3.72 billion, with 93.4% utilized as of June 30, 2023[19] - TOM Group's net debt position was approximately HKD 1.034 billion as of June 30, 2023[19] - Total assets decreased to HKD 2.47 billion as of June 30, 2023, from HKD 2.62 billion as of December 31, 2022[40] - Cash and cash equivalents stood at HKD 442.16 million as of June 30, 2023, down from HKD 481.67 million as of December 31, 2022[40] - Trade and other receivables decreased to HKD 256.74 million as of June 30, 2023, from HKD 429.17 million as of December 31, 2022[40] - Total current liabilities decreased to HKD 541.40 million as of June 30, 2023, from HKD 583.42 million as of December 31, 2022[40] - Net current assets decreased to HKD 296.57 million as of June 30, 2023, from HKD 426.37 million as of December 31, 2022[40] - Goodwill remained relatively stable at HKD 509.34 million as of June 30, 2023, compared to HKD 509.40 million as of December 31, 2022[40] - The company's equity-accounted investments decreased to HKD 379.66 million as of June 30, 2023, from HKD 401.06 million as of December 31, 2022[40] - Total liabilities increased to HKD 3,504,537 thousand as of June 30, 2023, compared to HKD 3,544,030 thousand as of December 31, 2022[42] - Net liabilities stood at HKD (1,033,804) thousand as of June 30, 2023, compared to HKD (925,226) thousand as of December 31, 2022[42] - Total comprehensive loss for the period ending June 30, 2023, was HKD (106,259) thousand, compared to HKD (89,505) thousand for the same period in 2022[44] - Cash and cash equivalents decreased to HKD 442,158 thousand as of June 30, 2023, from HKD 481,668 thousand at the beginning of the year[49] - Net cash used in operating activities was HKD (30,753) thousand for the six months ending June 30, 2023, compared to HKD 25,672 thousand generated in the same period in 2022[49] - Net cash from investing activities was HKD 71,557 thousand for the six months ending June 30, 2023, compared to HKD (46,998) thousand used in the same period in 2022[49] - Net cash used in financing activities was HKD (76,930) thousand for the six months ending June 30, 2023, compared to HKD 18,267 thousand generated in the same period in 2022[49] - The company's equity attributable to shareholders decreased to HKD (1,357,528) thousand as of June 30, 2023, from HKD (1,241,781) thousand as of December 31, 2022[42] - The company's total accumulated losses increased to HKD (6,768,009) thousand as of June 30, 2023, compared to HKD (6,498,299) thousand as of December 31, 2022[48] - The company's deferred tax liabilities increased to HKD 9,224 thousand as of June 30, 2023, compared to HKD 9,027 thousand as of December 31, 2022[42] - Net liabilities of the company as of June 30, 2023, amounted to HKD 1.034 billion[51] - The company holds 8.03% equity in WeLab as of June 30, 2023, up from 7.74% on December 31, 2022[59] - Total assets measured at fair value as of June 30, 2023, were HKD 1.061 billion, with HKD 1.040 billion in equity securities[57] - Unrecognized gains from the initial recognition of FVOCI financial assets were HKD 12.907 million as of June 30, 2023[59] - The company's investment properties decreased from HKD 21.246 million on December 31, 2022, to HKD 20.677 million on June 30, 2023[58][59] - The company's financial assets at FVOCI include HKD 892.624 million valued by an independent external appraiser as of June 30, 2023[59] - The company's total equity securities under FVOCI increased from HKD 1.035 billion on December 31, 2022, to HKD 1.041 billion on June 30, 2023[57][58] - The company's financial risk management policies remained unchanged since the fiscal year ending December 31, 2022[54] - The company's financial resources are sufficient to support operations and repay liabilities due within 12 months from the reporting date[51] Corporate Governance and Compliance - TOM Group's board of directors includes executive directors, non-executive directors, and independent non-executive directors, with various committees such as audit, remuneration, nomination, and sustainability committees[5] - The company has established an Audit Committee consisting of three independent non-executive directors and one non-executive director, all with relevant financial and commercial management experience[131] - The Audit Committee is responsible for overseeing the company's risk management, internal control systems, and financial reporting, as well as monitoring corporate governance and compliance with statutory and listing rules[131] - The company has complied with all applicable code provisions of the Corporate Governance Code for the six months ended June 30, 2023[132] - All directors have confirmed compliance with the standard code of conduct for securities transactions during the six months ended June 30, 2023[133] - The company or its subsidiaries did not repurchase, sell, or redeem any listed securities during the six months ended June 30, 2023[135] - The company's ordinary shares are listed on the Hong Kong Stock Exchange under the stock code 2383[137] - The company's registered office is located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands[137] - The company's headquarters and principal place of business is at 16/F, China Resources Building, 26 Harbour Road, Wan Chai, Hong Kong[137] - The company's interim results for 2023 were announced on August 4, 2023[137] - Investor relations inquiries can be directed to the Group Corporate Communications and Investor Relations Department at the company's headquarters[137] Shareholding and Ownership - Director Lu Falan holds 492,000 shares, representing approximately 0.01% of the company's total shares[122] - Director Yang Guomeng's spouse holds 30,000 shares, representing less than 0.01% of the company's total shares[122] - Cheung Kong (Holdings) Limited holds 1,430,120,545 shares, representing 36.13% of the company's total shares[123] - Cheung Kong Investment Company Limited holds 476,341,182 shares, representing 12.03% of the company's total shares[124] - CK Hutchison Global Investments Limited holds 952,683,363 shares, representing 24.07% of the company's total shares[124] - Zhou Kaixuan holds 1,003,432,363 shares, representing 25.35% of the company's total shares[124] - Cranwood Company Limited holds 995,078,363 shares, representing 25.14% of the company's total shares[124] - Schumann International Limited holds 580,000,000 shares, representing 14.65% of the company's total shares[124] - Handel International Limited holds 348,000,000 shares, representing 8.79% of the company's total shares[124] - Lin Tianmao holds 526,610,000 shares, representing 13.30% of the company's total shares[124] - The company's issued and fully paid share capital remained unchanged at 3,958,510,558 ordinary shares with a nominal value of HKD 0.1 each[113] Sustainability and Strategy - The company focuses on achieving recurring and sustainable profitability and cash flow without compromising its financial strength and stability, with a strategy centered on revenue growth, profit and cost management, and mergers and acquisitions[31] - The company's sustainability mission is to create long-term value for all stakeholders by aligning corporate social responsibility and sustainability goals with business strategy development[32] Employee and Operational Costs - The company employed approximately 1,100 full-time employees as of June 30, 2023, with employee costs, including directors' remuneration, amounting to HKD 156 million for the first six months of the year[29] - Employee costs for the six months ended June 30, 2023, were HKD 41,361,000, slightly higher than the HKD 41,275,000 recorded in the same period in 2022[80] - The company's other operating expenses, net, for the six months ended June 30, 2023, were HKD 68,673,000, slightly higher than the HKD 68,283,000 recorded in the same period in 2022[80] - The company's other income/(loss), net, for the six months ended June 30, 2023, was HKD 4,470,000, a significant improvement from the HKD (10,468,000) loss recorded in the same period in 2022[81] - Net financing costs for the six months ended June 30, 2023, were HKD 78,575,000, primarily driven by bank loan interest and borrowing costs of HKD 80,577,000[83] Receivables and Payables - Accounts receivable increased from HKD 197,689 thousand to HKD 212,379 thousand, with overdue receivables over 90 days rising from HKD 63,092 thousand to HKD 50,775 thousand[103] - Prepayments and other receivables from associates decreased significantly from HKD 173,113 thousand to HKD 12,071 thousand[103] - Restricted cash remained stable at approximately HKD 6,160 thousand (NTD 24,342 thousand)[107] - Accounts payable decreased from HKD 534,537 thousand to HKD 507,217 thousand, with current payables dropping from HKD 59,291 thousand to HKD 52,840 thousand[108][110] - Long-term bank loans decreased from HKD 3,526,297 thousand to HKD 3,473,471 thousand, with new borrowings of HKD 107,000 thousand and repayments of HKD 160,000 thousand[111] - The company paid HKD 8,590 thousand in guarantee fees to a major shareholder for a HKD 3.7 billion loan facility[117] - Sales of goods and services to associates decreased significantly from HKD 2,503 thousand to HKD 150 thousand[116] - The company's receivable from associates of RMB 155 million was interest-free, unsecured, and collected in January 2023[103] Assets and Liabilities - Total assets as of June 30, 2023, amounted to HKD 3,012,129,000, with significant contributions from the technology platform and e-commerce segment (HKD 822,648,000) and mobile internet segment (HKD 1,083,417,000)[72] - Total liabilities as of June 30, 2023, stood at HKD 4,045,933,000, including corporate liabilities of HKD 92,876,000 and deferred tax liabilities of HKD 9,224,000[72] - The company's total assets as of December 31, 2022, were HKD 3,202,222,000, with a significant portion attributed to the technology platform and e-commerce segment (HKD 937,358,000)[75] - Total liabilities as of December 31, 2022, were HKD 4,127,448,000, including corporate liabilities of HKD 91,473,000 and deferred tax liabilities of HKD 9,027,000

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） （股份代號：2383） 截至二○二三年六月三十日止六個月之中期業績 主席報告 截至二○二三年六月三十日止六個月，TOM集團繼續專注投資於具高增長潛力的業務領域， 如中國農村電子商貿╱新零售、金融科技及先進的大數據分析。 今年上半年，包括美元強勢、成本通脹及利率攀升等逆向因素影響企業信心及市場氛圍。 因此，集團的綜合收入減少百分之五點六至港幣三億七千九百萬元。來自集團媒體業務 和科技平台及投資的收入總額分別為港幣三億六千四百萬元及港幣一千六百萬元。毛利 總額為港幣一億五千五百萬元，而毛利率則維持在百分之四十一的水平。 融資成本增加以及不利的滙兌率影響盈利，惟部分被郵樂撥回減值虧損所抵銷。期內集 團的股東應佔虧損為港幣九千五百萬元。撇除就郵樂的撥回減值虧損，未計入淨融資成 本及稅項之虧損由二○二二年上半年的港幣四千五百萬元收窄至港幣一千六百萬元。 1 集團與中國郵政共同合作 ...

29 (ii) 根據合約安排項下的購股權協議，本公司的相關附屬公司（「中介控股公司」）均可 酌情行使權利要求相關中國籍人士，按列於相關購股權協議內的收購價如相等於 相關中國籍人士向相關中國內資公司所付出之註冊資本的金額，轉讓其所持有於 相關中國內資公司之股權權益予中介控股公司。倘收購價低於市場價值，相關中 國機關可要求相關中國籍人士就擁有權轉讓的收入支付巨額個人所得稅，而有關 支付責任將由本集團承擔。因此，行使選擇權以收購中國內資公司擁有權可能涉 及巨額成本； (vi) 本集團的相關業務單位及營運部門定期向本集團管理層匯報有關遵守及履行合 約安排的條件及其他有關事宜；及 董事會報告 中華人民共和國工業和信息化部於二○一五年六月發佈取消外商投資經營線上資料處 理與交易處理業務項下的電子商貿的限制。本集團的電子商貿活動現已進行重組，致 使電子商貿活動並非通過合約安排，而是由本集團以聯營公司經營。再者，本集團會 不時就若干較不活躍的業務活動與若干生意夥伴討論放棄或解散合約安排的可行性。 本公司章程細則規定，每名董事或本公司其他高級管理人員有權從本公司的資產中獲 得彌償，以彌償其作為董事或本公司其他高級管理人員在獲判 ...

Stom TOM集團有限公司 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 (股份代號: 2383) * 期 報告 2022 1 目 錄 2 釋義 4 公司資料 5 主席報告 6 管理層討論及分析 13 獨立審閱報告 14 簡明綜合中期財務資料 21 簡明綜合中期財務資料附註 45 權益披露 49 企業管治 50 其他資料 聲明 如中英文版本有差異之處，以英文版本為準。 TOM 集團有限公司 中期報告2022 釋義 「聯繫人」 指 上市規則所賦予之相同釋義 「B2B」 指 企業對企業 「B2C」 指 企業對消費者 「董事會」 指 董事會 「中國郵政」 指 中國郵政集團有限公司，一間中華人民共和國國 有企業及其附屬公司 「中郵香港」 指 天波集郵有限公司，一間根據香港法律註冊成立 之公司，為中國郵政之附屬公司 「長實」 指 長江實業（集團）有限公司，於香港註冊成立的有 限公司，其於聯交所之上市地位於二○一五年三 月十八日起被長和取代 「長和」 指 長江和記實業有限公司，於開曼群島註冊成立的 豁免有限責任公司，其股份於二○一五年三月 十八日於聯交所主板上市（股份代號：0001） 「本公司」或「TOM」 ...