Earnings release
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– 1 – Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. CHINA WANTIAN HOLDINGS LIMITED 中 國 萬 天 控 股 有 限 公 司 (Inco rporated in the Ca yman Islands with limited liability) (Stock Code: 1854) INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2026 The board (the “Board”) of directors (the “ Directors”) of China Wantian Holdings Limited (the “ Company ”) is pleased to announce the unaudited condensed consolidated interim results of the Company and its subsidiaries (collectively, the “ Group”) for the six months ended 30 June 2026, together with the comparative figures for the six months ended 30 June 2025 as follows: UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the six months ended 30 June 2026 Unaudited Six months ended 30 June Notes 2026 2025 HK$’000 HK$’000 Continuing operations Revenue 5 376,588 614,891 Cost of sales (359,138) (589,633) Gross profit 17,450 25,258 Other income 6 831 3,342 Other gains and losses – net 7 132 (238) Gain on disposal of subsidiaries 8 2,727 – Selling expenses (6,847) (28,370) Administrative expenses (37,544) (43,768) Impairment losses under expected credit loss model 8 (3,932) (1,908) Operating loss (27,183) (45,684)
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– 2 – Unaudited Six months ended 30 June Notes 2026 2025 HK$’000 HK$’000 Finance income 9 2 59 Finance costs 9 (3,221) (1,268) Finance costs – net 9 (3,219) (1,209) Loss before income tax 8 (30,402) (46,893) Income tax expense 10 (2) (54) Loss for the period (30,404) (46,947) Other comprehensive income: Item that may be reclassified to profit or loss: Exchange differences arising from translation of foreign operations (28) 875 Other comprehensive income for the period, net of tax (28) 875 Total comprehensive income for the period (30,432) (46,072) Loss for the period attributable to: Equity holders of the Company (29,001) (46,744) Non-controlling interest (1,403) (203) (30,404) (46,947) Total comprehensive income for the period attributable to: Equity holders of the Company (28,968) (45,869) Non-controlling interest (1,464) (203) (30,432) (46,072) Loss per share attributable to equity holders of the Company (HK cents) Basic 11 (1.42) (2.30) Diluted 11 (1.42) (2.30)
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– 3 – UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2026 Unaudited Audited As at 30 June As at 31 December Notes 2026 2025 (Restated) HK$’000 HK$’000 Non-current assets Property, plant and equipment 13 2,907 18,123 Right-of-use assets 6,942 44,248 Goodwill 8,625 8,625 Deposits, prepayments and other receivables 14 1,482 475 19,956 71,471 Current assets Inventories 2,947 2,632 Biological assets 995 3,507 Trade receivables 14 34,461 32,541 Deposits, prepayments and other receivables 14 28,445 24,844 Amounts due from related parties 9,344 7,102 Financial assets at fair value through profit or loss 15 3,900 – Cash and cash equivalents 63,750 55,829 143,842 126,455 Current liabilities Trade payables 18 23,281 14,184 Accruals and other payables 18 18,483 22,996 Contract liabilities 18 4,688 5,468 Bank and other borrowings 17 – 3,338 Amounts due to related parties 845 231 Lease liabilities 9,279 12,329 Tax payable 92 90 56,668 58,636
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– 4 – Unaudited Audited As at 30 June As at 31 December Notes 2026 2025 (Restated) HK$’000 HK$’000 Non-current liabilities Deferred tax liabilities – 1,011 Bank and other borrowings 17 55,000 55,000 Lease liabilities 3,911 7,575 58,911 63,586 Net Current Assets 87,174 67,819 NET ASSETS 48,219 75,704 Capital and reserves Share capital 16 20,376 20,376 Reserves 16 20,100 49,068 Equity attributable to equity holders of the Company 40,476 69,444 Non-controlling interest 7,743 6,260 TOTAL EQUITY 48,219 75,704
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– 5 – UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended 30 June 2026 Equity attributable to owners of the Company Share capital (Note 16) Share premium (Note 16) Other reserve (Note 16) Share option reserve Translation reserve (Note 16) Capital reserve (Note 16) Accumulated Losses Total Non- controlling interest Total equity HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 As at 1 January 2026 (Audited) 20,376 283,442 (761) 394 1,220 (550) (234,677) 69,444 6,260 75,704 Loss for the period – – – – – – (29,001) (29,001) (1,403) (30,404) Other comprehensive income – – – – 33 – – 33 (61) (28) Total comprehensive income – – – – 33 – (29,001) (28,968) (1,464) (30,432) Incorporation of subsidiary – – – – – – – – 2,990 2,990 Disposal of a subsidiary – – 861 – (34) – (827) – (43) (43) As at 30 June 2026 (Unaudited) 20,376 283,442 100 394 1,219 (550) (264,505) 40,476 7,743 48,219 As at 1 January 2025 (Audited) 20,355 280,987 100 871 453 (550) (92,691) 209,525 848 210,373 Loss for the period – – – – – – (46,744) (46,744) (203) (46,947) Other comprehensive income – – – – 875 – – 875 – 875 Total comprehensive income – – – – 875 – (46,744) (45,869) (203) (46,072) Issue of new shares upon exercise of share options (Note 16) 17 1,998 – (388) – – – 1,627 – 1,627 Partial disposal of interest in a subsidiary without loss of control – – – – – – (85) (85) 853 768 As at 30 June 2025 (Unaudited) 20,372 282,985 100 483 1,328 (550) (139,520) 165,198 1,498 166,696
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– 6 – NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1 GENERAL INFORMATION The Company was incorporated in the Cayman Islands on 6 April 2016 as an exempted company with limited liability under Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and the shares of the Company are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”). The address of its registered office is Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman, KY1-1108, Cayman Islands. Its principal place of business in Hong Kong is located at Suite 2106, 21/F, Exchange Tower, 33 Wang Chiu Road, Kowloon Bay, Hong Kong. The Company is an investment holding company and its principal subsidiaries are engaged in (i) food supply; (ii) catering services; and (iii) environmental protection and technology services. In the opinion of the Directors, Ace Source Holdings Limited (“Ace Source”), a company incorporated in the British Virgin Islands (“ BVI”), is the immediate parent; and Wise Global Holding Limited, a company incorporated in the BVI, is the ultimate parent of the Company. 2 BASIS OF PREPARATION AND ACCOUNTING POLICIES (a) Basis of preparation The unaudited condensed consolidated financial statements of the Group for the six months ended 30 June 2026 have been prepared in accordance with Hong Kong Accounting Standard 34 “Interim Financial Reporting ” (“HKAS 34”) issued by the Hong Kong Institute of Certified Public Accountants (the “ HKICPA”) and the disclosure requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) and the Hong Kong Companies Ordinance (Cap. 622). The unaudited condensed consolidated financial statements of the Group for the six months ended 30 June 2026 were authorised for issuance by the board of directors of the Company on 28 August 2026. These unaudited condensed consolidated financial statements do not include all the information and disclosures required for the annual financial statements in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”), and should be read in conjunction with the Group’s audited consolidated financial statements for the year ended 31 December 2025. These unaudited condensed consolidated financial statements are presented in Hong Kong dollars (“ HK$”), which is also the functional currency of the Company, and all values are rounded to the nearest thousand (HK$’000) unless otherwise stated. These financial statements have been prepared on the historical cost basis, except for certain financial instruments that are measured at fair value, as appropriate. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
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– 7 – (b) Accounting policies The accounting policies adopted in the preparation of the unaudited condensed consolidated financial statements are consistent with those applied in the preparation of the Group’s annual consolidated financial statements for the year ended 31 December 2025, except for the following amendments and interpretation to Hong Kong Accounting Standards (“HKASs”) and HKFRSs issued by the HKICPA which are mandatory for the annual periods beginning 1 January 2026. Amendments to HKFRS 9 and HKFRS 7 Amendment to the Classification and Measurement of Financial Instruments Amendments to HKFRS 9 and HKFRS 7 Contracts Referencing Nature-dependent Electricity Annual Improvements to HKFRS Accounting Standards – Volume 11 Amendments to HKFRS 1, HKFRS 7, HKFRS 9, HKFRS 10 and HKAS 7 This amendment and interpretation to HKASs and HKFRSs does not have material impact on the results and the financial position of the Group. The Group has not applied any new standard, amendment to standard or interpretation to HKFRSs and HKASs that are not yet effective for the current accounting period. 3 ACCOUNTING ESTIMATES AND JUDGMENTS The preparation of these unaudited condensed consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. In preparing the unaudited condensed consolidated financial statements, the significant judgments made by the management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the audited consolidated financial statements for the year ended 31 December 2025.
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– 8 – 4 FINANCIAL RISK MANAGEMENT The Group’s activities expose it to a variety of financial risks: credit risk, liquidity risk and interest rate risk. There have been no changes in the risk management policies since the year ended 31 December 2025. The unaudited condensed consolidated financial statements of the Group for the six months ended 30 June 2026 do not include all financial risks management information and disclosures required for the annual financial statements, and should be read in conjunction with the Group’s annual financial statements for the year ended 31 December 2025. 5 SEGMENT INFORMATION The operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (“CODM ”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive Directors that make strategic decisions. The Group has three reportable segments, namely (i) Food supply, which includes sourcing, processing and supplying of consumable fresh food ingredients in Hong Kong and the PRC; (ii) Catering services, which include catering services to provide food and beverages in the restaurant network of the Group in the PRC; and (iii) Environmental protection and technology services, which include the provision of the design of environmental green projects, construction and installation services in the PRC.
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– 9 – (a) Segment revenue and results The following is an analysis of the Group’s revenue and results by reportable segments for the six months ended 30 June 2026 and 2025, respectively: Food supply Catering services Environmental protection and technology services Unallocated Total Six months ended 30 June Six months ended 30 June Six months ended 30 June Six months ended 30 June Six months ended 30 June 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 Segment revenue Revenue from external customers 361,001 580,825 15,587 33,528 – 538 – – 376,588 614,891 Loss for the period before the following items: (9,655) (7,381) (1,672) (19,603) (269) (707) (18,314) (17,993) (29,910) (45,684) Gain on disposal of subsidiaries 2,727 – – – – – – – 2,727 – Finance income 2 9 – 3 – – – 47 2 59 Finance costs (2,874) (324) (194) (676) – – (153) (268) (3,221) (1,268) Loss before taxation (9,800) (7,696) (1,866) (20,276) (269) (707) (18,467) (18,214) (30,402) (46,893) Income tax expense (2) (53) – – – (1) – – (2) (54) Segment results (9,802) (7,749) (1,866) (20,276) (269) (708) (18,467) (18,214) (30,404) (46,947) The segment revenue reported above represents revenue generated from external customers. There were no inter-segment sales during these periods. The accounting policies of the reportable segments are the same as the Group’s accounting policies. Revenue and expenses are allocated to the reportable segments with reference to the revenue generated by those segments and the expenses incurred by those segments or which otherwise arise from the depreciation or amortisation of assets attributable to those segments. Segment results represent the profit earned or loss incurred by each segment without allocation of central administrative expenses and income, and finance costs – net. This is the measure reported to the CODM for the purpose of resource allocation and assessment of segment performance.
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– 10 – (b) Segment assets and liabilities The following is an analysis of the Group’s assets and liabilities by reportable segments as at 30 June 2026 and 31 December 2025, respectively: Food supply Catering services Environmental protection and technology services Total As at 30 June As at 31 December As at 30 June As at 31 December As at 30 June As at 31 December As at 30 June As at 31 December 2026 2025 2026 2025 2026 2025 2026 2025 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 Assets before following items: 87,450 141,373 25,571 20,479 481 471 113,502 162,323 Goodwill 8,625 8,625 – – – – 8,625 8,625 Segment assets 96,075 149,998 25,571 20,479 481 471 122,127 170,948 Unallocated assets 41,671 26,978 Consolidated assets 163,798 197,926 Segment liabilities 43,229 83,867 20,050 28,017 116 177 63,395 112,061 Unallocated liabilities 52,184 10,161 Consolidated liabilities 115,579 122,222 For the purposes of monitoring segment performance and allocating resources between segments: – Assets used jointly by operating segments are allocated on the basis of revenues earned by individual operating segments. All assets are allocated to reportable segments except for certain assets which are managed on a group basis, including bank balances and cash of HK$23,134,000 (as at 31 December 2025: HK$13,555,000). – All liabilities are allocated to reportable segments except for certain financial liabilities which are managed on a group basis. (c) Information about major customers Revenue from customers contributing over 10% of the total revenue of the Group for the six months ended 30 June 2026 and 2025 is as follows: Unaudited Six months ended 30 June 2026 2025 HK$’000 HK$’000 Customer A from food supply segment 303,536 408,037 Customer B from food supply segment – 116,149
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– 11 – (d) Geographical information The Group’s operations are located in both Hong Kong and the PRC. The following is a geographical analysis of the Group’s revenue from external customers (based on where the goods are sold and the services are provided) and non-current assets (based on the geographical location of the assets): Revenue from external customers Non-current assets (Note) Six months ended 30 June As at 30 June As at 31 December 2026 2025 2026 2025 HK$’000 HK$’000 HK$’000 HK$’000 Hong Kong 44,183 50,351 15,920 62,936 PRC 332,405 564,540 4,036 8,535 376,588 614,891 19,956 71,471 Note: Non-current assets excluded financial instruments. 6 OTHER INCOME Unaudited Six months ended 30 June 2026 2025 HK$’000 HK$’000 Sundry income 711 298 Service income from the intermediate holding company (Note 19) – 2,065 Service income from a related party (Note 19) – 979 Handling income 120 – 831 3,342 7 OTHER GAINS AND LOSSES – NET Unaudited Six months ended 30 June 2026 2025 HK$’000 HK$’000 Net gain/(loss) on disposal of property, plant and equipment 37 (238) Gain on termination of leases 95 – 132 (238)
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– 12 – 8 LOSS BEFORE INCOME TAX Loss before income tax is arrived at after charging/(crediting): Unaudited Six months ended 30 June 2026 2025 HK$’000 HK$’000 Cost of inventories 347,801 577,213 Employee benefit expenses – including directors’ emolument 26,722 42,363 Depreciation of property, plant and equipment (Note 13) 1,199 4,392 Depreciation on right-of-use assets 3,855 10,054 Gain on disposal of subsidiaries (2,727) – Impairment losses under expected credit loss model 3,932 1,908 Provision for impairment loss on property, plant and equipment (Note 13) 1,083 – Operating leases (short-term leases) 1,596 811 Low-value assets lease expenses 99 107 Transportation expenses 5,139 6,812 Professional and consulting fees 6,211 2,071 9 FINANCE COSTS – NET Unaudited Six months ended 30 June 2026 2025 HK$’000 HK$’000 Interest expenses on bank and other borrowings 2,738 191 Interest expenses on lease liabilities 483 1,077 Finance costs 3,221 1,268 Finance income – interest income (2) (59) Finance costs – net 3,219 1,209
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– 13 – 10 INCOME TAX EXPENSE The Company was incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Act of the Cayman Islands and accordingly, is exempted from the Cayman Islands income tax. Hong Kong Profits Tax The Hong Kong Profits Tax is calculated at the rate of 16.5% (for the six months ended 30 June 2025: 16.5%) on the estimated assessable profits arising in Hong Kong, except that the first HK$2,000,000 of qualified entity’s assessable profits is calculated at 8.25%, which is in accordance with the two- tiered profits tax rates regime with effect from the year of assessment 2018/19. PRC Enterprise Income Tax Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulation of the EIT Law, the tax rate of the PRC subsidiaries is 25% for the six months ended 30 June 2026 (for the six months ended 30 June 2025: 25%). Certain subsidiaries have been approved as small low-profit enterprises. The entitled subsidiaries are subject to a preferential income tax rate of 5% for the six months ended 30 June 2026 (for the six months ended 30 June 2025: 5%). Pillar Two Income Taxes The Company is within the scope of the Organisation for Economic Co-operation and Development Pillar Two model rules (the “ Rules”). Under the Rules, the Company is liable to pay a top-up tax in jurisdictions where its effective tax rate falls below 15%. The Company has assessed its exposure to the Rules. Based on the assessment for the period ended 30 June 2026, the Company does not expect a material impact on its income tax position resulting from the Rules. The amount of income tax expense charged to the unaudited condensed consolidated statement of comprehensive income represents: Unaudited Six months ended 30 June 2026 2025 HK$’000 HK$’000 Current income tax PRC Enterprise Income Tax 2 4 2 4 Deferred income tax – Current period provision – 50 Income tax expense 2 54
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– 14 – 11 LOSS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY FOR THE PERIOD – BASIC AND DILUTED Basic loss per share Unaudited Six months ended 30 June 2026 2025 Loss attributable to equity holders of the Company (HK$’000) (29,001) (46,744) Weighted average number of ordinary shares for the purpose of basic loss per share 2,037,629,769 2,036,087,504 The diluted loss per share is the same as the basic loss per share for the period ended 30 June 2026 and 2025 as the impact of the dilution of share options as mentioned in Note 16 is anti-dilutive. 12 DIVIDEND The Board does not recommend the payment of an interim dividend in respect of the six months ended 30 June 2026 (for the six months ended 30 June 2025: HK$nil).
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– 15 – 13 PROPERTY, PLANT AND EQUIPMENT Buildings Leasehold improvements Furniture, fixtures and equipment Motor vehicles Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 Six months ended 30 June 2026 (Unaudited) Opening net book value 6,173 9,190 1,202 1,558 18,123 Additions – 36 237 – 273 Disposals – – (480) (394) (874) Impairment loss – (1,083) – – (1,083) Disposal of subsidiaries (6,110) (6,282) – – (12,392) Depreciation (63) (663) (213) (260) (1,199) Exchange realignment – 41 10 8 59 Closing net book value – 1,239 756 912 2,907 At 30 June 2026 (Unaudited) Cost – 29,565 5,772 1,363 36,700 Accumulated depreciation – (28,326) (5,016) (451) (33,793) Net carrying amount – 1,239 756 912 2,907 Year ended 31 December 2025 (Audited) Opening net book value 6,421 19,709 7,582 3,068 36,780 Additions – 12,541 1,582 197 14,320 Disposals – (5,871) (2,846) (2,318) (11,035) Impairment loss – (11,134) (3,126) – (14,260) Transfer from right-of-use assets – – – 1,279 1,279 Depreciation (248) (6,203) (2,068) (674) (9,193) Exchange realignment – 148 78 6 232 Closing net book value 6,173 9,190 1,202 1,558 18,123 At 31 December 2025 (Audited) Cost 7,861 38,454 14,139 6,889 67,343 Accumulated depreciation (1,688) (29,264) (12,937) (5,331) (49,220) Net carrying amount 6,173 9,190 1,202 1,558 18,123
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– 16 – 14 TRADE RECEIVABLES, DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES Unaudited Audited As at 30 June As at 31 December 2026 2025 HK$’000 HK$’000 Trade receivables – Related parties – 164 – Third parties 67,961 61,945 67,961 62,109 Less: loss allowance (33,500) (29,568) 34,461 32,541 Trade deposits paid – non-refundable 7,906 7,791 Trade deposits paid – refundable 9,836 9,943 Prepayments 13,605 11,503 Other receivables 5,748 4,278 Deposits 3,543 2,515 40,638 36,030 Less: loss allowance (10,711) (10,711) Total deposits, prepayments and other receivables 29,927 25,319 Less: non-current portion: deposits, prepayments and other receivables (1,482) (475) Deposits, prepayments and other receivables included in current assets 28,445 24,844 The carrying amounts of trade receivables approximate their fair values and are denominated in HK$.
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– 17 – The Group normally grants credit terms to its customers ranging from 1 to 120 days (for the year ended 31 December 2025: 1 to 120 days). The ageing analysis of the trade receivables based on invoice dates is as follows: Unaudited Audited As at 30 June As at 31 December 2026 2025 HK$’000 HK$’000 1 to 30 days 6,116 24,299 31 to 60 days 17,128 4,630 61 to 90 days 14,887 2,267 91 to 120 days 110 492 Over 120 days 29,720 30,421 67,961 62,109 The Group applies the simplified approach to provide for expected credit losses prescribed by HKFRS 9, which permits the use of the lifetime expected loss provision for trade receivables. To measure the expected credit losses other than certain receivables which are assessed individually, these receivables have been grouped based on shared credit risk characteristics and the days past due. The maximum exposure to credit risk at the reporting date is the carrying value of the receivables mentioned above. The Group does not hold any collateral as security. 15 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS Unaudited Audited As at 30 June As at 31 December 2026 2025 HK$’000 HK$’000 Unlisted equity instrument 3,900 – The Group’s financial assets at fair value through profit or loss comprise unlisted equity investments in private companies. It was classified as financial assets at fair value through profit or loss as it is held for trading.
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– 18 – 16 SHARE CAPITAL AND RESERVES (a) Share Capital Number of ordinary shares Nominal value of ordinary shares (in thousands) HK$’000 Authorised share capital Ordinary shares of HK$0.01 each As at 1 January 2025, 31 December 2025, 1 January 2026 and 30 June 2026 10,000,000 100,000 Issued and fully paid Ordinary shares of HK$0.01 each As at 1 January 2025 2,035,480 20,355 Issue of new shares upon exercise of share options (Note (i)) 2,150 21 As at 31 December 2025 and 1 January 2026 and 30 June 2026 2,037,630 20,376 Notes: (i) Pursuant to the share option scheme adopted on 26 September 2016: – 450,000 new shares were issued on 25 February 2025 upon exercise of share options; – 600,000 new shares were issued on 2 May 2025 upon exercise of share options; – 300,000 new shares were issued on 13 May 2025 upon exercise of share options; – 400,000 new shares were issued on 19 June 2025 upon exercise of share options; – 400,000 new shares were issued on 19 December 2025 upon exercise of share options. (ii) All the new shares issued rank pari passu with the existing shares in all respects. (b) Reserves Details of movements on the Group’s reserves are set out in the unaudited condensed consolidated statement of changes in equity. (i) Share premium Share premium of the Company represents the excess of the proceeds received over the nominal value of the Company’s shares issued.
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– 19 – (ii) Other reserve Other reserve of the Company mainly represents the difference of the nominal value of the shares issued and the net asset value of the subsidiaries of the Company upon the reorganisation in 2016. (iii) Translation reserve The translation reserve comprises exchange differences relating to the translation of the financial statements of the foreign operations of the Group from their functional currency to the Group’s presentation currency, which are recognised directly in other comprehensive income and accumulated in translation reserve. (iv) Capital reserve The capital reserve represents the settlement of 55,010,000 new shares issued for the contingent consideration arrangement classified as equity for the acquisition of 100% equity interest in Champion Point Limited in 2022. 17 BANK AND OTHER BORROWINGS Unaudited Audited As at 30 June As at 31 December 2026 2025 (Restated) HK$’000 HK$’000 Secured Bank borrowings due for repayment within 1 year which contain a repayment on demand clause (Note a) – 3,338 Unsecured Other borrowings due for repayment after 1 year without repayment on demand clause (Note b) 55,000 55,000 55,000 55,000 Total borrowings 55,000 58,338 Less: balance repayable within one year or on demand – (3,338) Non-current portion 55,000 55,000
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– 20 – Note: (a) As at 31 December 2025, a bank borrowing of approximately HK$3,338,000 was secured by buildings in property, plant and equipment and leasehold lands in right-of-use assets for the carrying amounts of approximately HK$5,390,000 and approximately HK$32,883,000 respectively and corporate guarantee provided by the Company. The bank borrowing has been fully repaid during 2026. (b) As at 30 June 2026, other borrowing of HK$55,000,000 (as at 31 December 2025: HK$55,000,000) is unsecured, interest-bearing at 10% per annum, with principal amount fully payable 3 years after utilisation date of 10 December 2025. The carrying amounts of the bank borrowings approximate their fair values and are denominated in HK$. At the end of the reporting period, the bank and other borrowings were scheduled for repayment as follows: Unaudited Audited As at 30 June As at 31 December 2026 2025 (Restated) HK$’000 HK$’000 On demand or within one year – 3,338 More than two years, but not exceeding five years 55,000 55,000 Total bank and other borrowings 55,000 58,338
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– 21 – 18 TRADE PAYABLES, ACCRUALS AND OTHER PAYABLES, AND CONTRACT LIABILITIES Unaudited Audited As at 30 June As at 31 December 2026 2025 (Restated) HK$’000 HK$’000 Trade payables (Note (a)) 23,281 14,184 Other payable and accruals – Accruals for staff costs 3,338 5,432 – Renovation payables 2,929 4,629 – Interest payable 3,044 316 – Other payables and other accruals 9,172 12,619 18,483 22,996 Contract liabilities (Note (b)) 4,688 5,468 46,452 42,648 (a) Trade Payables As at 30 June 2026 and 31 December 2025, the ageing analysis of the trade payables based on invoice date is as follows: Unaudited Audited As at 30 June As at 31 December 2026 2025 HK$’000 HK$’000 1 to 30 days 20,853 10,389 31 to 60 days 360 883 61 to 90 days 32 742 91 to 120 days 2,036 2,170 23,281 14,184 The carrying amounts of the Group’s trade payables approximate their fair values.
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– 22 – (b) Contract liabilities Unaudited Audited As at 30 June As at 31 December 2026 2025 HK$’000 HK$’000 Contract liabilities arising from: Prepaid cards (Note) 4,688 5,468 Note: The Group operates a customer loyalty programme for its restaurant operation for catering services through the purchase of prepaid cards. Prepaid cards is purchased by customers at a discount to its face value and can be utilised in the future consumption in restaurants at customers’ discretion. The amount received from selling the prepaid cards are recorded in contract liabilities and deferred until they are redeemed by customers when the Group fulfils its obligations to provide services or goods or when they expire. The prepaid cards and advance from customers of the Group are non-refundable. 19 RELATED PARTY TRANSACTIONS For the purposes of these unaudited condensed consolidated financial statements, parties are considered to be related to the Group if the party has the ability, directly or indirectly, to exercise significant influence over the Group in making financial and operating decisions. Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or other entities and include entities which are under the significant influence of related parties of the Group where those parties are individuals. Parties are also considered to be related if they are subject to common control. The Directors are of the view that the following companies were related parties that had material transactions or balances with the Group during the period ended 30 June 2026 and 2025: Name of the related party Relationship with the Group Macy Catering Limited Mr. Liu Chi Ching (“Mr. Liu”), who was an executive director (resigned with effect from 14 July 2025) and was a substantial shareholder of the Company, had beneficial interest in this company China Wantian International Group Limited (“China Wantian International ”) The company was the intermediate holding company of the Group Greater Bay Area Association of Listed Companies Limited This company is managed and controlled by Dr. Hooy and Mr. Zhong, who are executive directors and substantial shareholders of the Company
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– 23 – Name of the related party Relationship with the Group Zhongshan Wangu Sky Farm Co., Limited* (ʮ̡ ) This company is controlled by Dr. Hooy and Mr. Zhong, who are executive directors and substantial shareholders of the Company Zhongshan Wangu Business Management Co., Ltd.* (ʮ̡ ) This company is controlled by Dr. Hooy and Mr. Zhong, who are executive directors and substantial shareholders of the Company Zhongshan Wangu Basket Plaza Investment and Management Co., Ltd.* (ࠢ ʮ̡) This company is controlled by Dr. Hooy and Mr. Zhong, who are executive directors and substantial shareholders of the Company * The English translation is not the official name and is for reference only. In addition to the related party information disclosed above, the following is a summary of the significant transactions carried out between the Group and its related parties in the ordinary course of business during the period, and the balances arising from related party transactions as at period end.
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– 24 – (a) Transactions with related parties Unaudited Six months ended 30 June 2026 2025 HK$’000 HK$’000 Related parties’ transactions Sales of goods to a related company – Macy Catering Limited – 477 Purchase of goods from a related party – Zhongshan Wangu Sky Farm Co., Limited* (ʮ̡ ) – (62) Short-term lease, management fees and utilities expenses paid to – Zhongshan Wangu Business Management Co., Ltd.* (ʮ̡ ) (2,304) (4,008) – Zhongshan Wangu Basket Plaza Investment and Management Co., Ltd.* (ʮ̡ ) (2,602) (4,758) Service fee received from the intermediate holding company – China Wantian International – 2,065 Service fee received from a related party – Greater Bay Area Association of Listed Companies Limited – 979 Expenses paid on behalf of the intermediate holding company – China Wantian International – (400) Expenses paid on behalf of a related party – Greater Bay Area Association of Listed Companies Limited – (531) * The English translation is not the official name and is for reference purposes only. (b) Key management compensation Key management includes executive directors of the Group. The compensation paid or payable to key management for employee services is disclosed as follows: Unaudited Six months ended 30 June 2026 2025 HK$’000 HK$’000 Salaries and allowances 828 1,576 Retirement benefit costs – defined contribution plans – 9 828 1,585
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– 25 – 20 DISPOSAL OF SUBSIDIARIES AND SALES AND LEASEBACK (a) Better Joy Limited (“Better Joy”) On 9 January 2026, the Group entered into the share purchase agreement with an Independent Third Party (the “Purchaser”), in which the Group conditionally agreed to sell the entire equity interest in its subsidiary, Better Joy and Better Joy’s subsidiaries, Jade Royal Limited (“ Jade Royal”) and Wise Sino Limited (“Wise Sino”), at a cash consideration of HK$46,500,000. The disposal was completed on 25 March 2026. After the disposal, Better Joy, Jade Royal and Wise Sino ceased to be a wholly-owned subsidiary of the Company, and the Group ceased to have any interest in Better Joy, Jade Royal and Wise Sino. The following summarises the consideration received and the carrying amount of the assets and liabilities at the date of disposal. HK$’000 Property, plant and equipment (Note (a)) 12,392 Right-of-use assets (“ ROU assets”) (Note (a)) 32,500 Other receivables and deposits 303 Cash and cash equivalents 296 Deferred tax liabilities (1,011) Net assets disposed of 44,480 Gain on the disposal Cash consideration 46,500 Net assets disposed of (44,480) Gain on the disposal 2,020 Net cash inflow on the disposal of subsidiaries Cash consideration 46,500 Less: bank balances and cash disposed of (296) Net inflow of cash and cash equivalents in respect of the disposal 46,204
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– 26 – Notes: (a) The consideration was settled in cash by the Purchaser on or before 31 March 2026. The sale shares represent the entire issued shares of Better Joy held by the Company, which in turn indirectly holds the entire interest of the Properties A and Properties B (as defined below) through its wholly-owned subsidiaries, Jade Royal and Wise Sino. The principal assets of Jade Royal are properties situate at Workshops A, E, F and J on 3/F of Block 1, Kwai Tak Industrial Centre, Nos. 15 –33 Kwai Tak Street, Kwai Chung, New Territories, Hong Kong (“ Properties A”). The principal assets of Wise Sino are properties situate at (i) Workshop D (including flat-roof appurtenant thereto) on 4/F of Block 1, Kwai Tak Industrial Centre, 15 –33 Kwai Tak Street, Kwai Chung, New Territories, Hong Kong; and (ii) Car Park Nos. 78, 79 and 80 on Ground Floor, Kwai Tak Industrial Centre, Nos. 15–33 Kwai Tak Street, Kwai Chung, New Territories, Hong Kong (“ Properties B ”). Both of the Properties A and Properties B are used in the operation of the Group’s food supply business in Hong Kong. The fair value of the Properties A and Properties B as at 30 November 2025 was approximately HK$42,270,000. The fair value was determined by management with reference to a valuation carried out by an independent valuer on direct comparison method assuming the sales of each property interests in their existing state and making references to comparable market observable transactions of similar properties in the same locations and conditions as available in the relevant market. The fair value of the consideration for the disposal, amounting to HK$46,500,000, represents 110% of the fair value of the Properties A and Properties B. (b) Out of the additions of ROU assets and lease liabilities during the period ended 30 June 2026, a new lease agreement was entered into by Jade Royal (the landlord/lessor) and C.Y. Food (the tenant/lessee) on 25 March 2026, for the lease of Properties A for a period of one calendar year commencing from 25 March 2026 to 24 March 2027 and at a monthly rent of HK$120,000. (b) Zhongshan Wantian Shizhijia Trading Company Limited ʮ̡ (“Zhongshan Wantian Shizhijia”) On 11 June 2026, the Group entered into the share purchase agreement with an Independent Third Party (the “ Purchaser”), in which the Group agreed to sell the remaining 67% equity interest in its subsidiary, Zhongshan Wantian Shizhijia, at a cash consideration of RMB670,000 (equivalent to approximately HK$771,000).
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– 27 – The following summarises the consideration received and the carrying amount of the assets and liabilities at the date of disposal. HK$’000 Trade receivables 4,364 Other receivables and deposits 596 Cash and cash equivalents 344 Trade payables (1,144) Accruals and other payable (4,053) Net assets disposed of 107 Gain on the disposal Consideration receivable 771 Net assets disposed of (107) Non-controlling interests at the date of disposal 43 Gain on the disposal 707 Net cash outflow arising on the disposal of subsidiary Cash consideration received – Less: bank balances and cash disposed of (344) Net outflow of cash and cash equivalents in respect of the disposal (344) 21 COMPARATIVE FIGURES Certain comparative figures have been reclassified to conform with the current period’s presentation. Interest payables of approximately HK$316,000 previously included in “Bank and other borrowings” has been reclassified to “Accruals and other payables”. This reclassification has no impact on the Group’s total assets, total liabilities and total equity as at 30 June 2026 and 31 December 2025, or on the Group’s loss and net cash flows for the period ended 30 June 2026 and 2025.
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– 28 – MANAGEMENT DISCUSSION AND ANALYSIS In the first half of 2026, China’s national economy operated within a stable and reasonable range, achieving a year-on-year Gross Domestic Product growth of 4.7 percent to reach approximately RMB69.57 trillion. Despite persistent global economic volatility and complex external challenges, China’s macroeconomic trajectory demonstrated strong structural resilience, characterised by a steady transition toward high-quality, innovation-driven development. Industrial production served as a major engine of growth during the period, driven by high-tech manufacturing and equipment manufacturing, which expanded by 13.3 percent and 9.3 percent year-on-year respectively. This structural momentum was further underpinned by national policy initiatives promoting technological self-reliance, industrial automation, and digital economy integration. Against this backdrop of broader economic modernisation, enterprise transformation towards capital efficiency and high-tech sectors emerged as a strategic priority across the region. BUSINESS REVIEW During the six months ended 30 June 2026, China Wantian Holdings Limited and its subsidiaries underwent a comprehensive strategic realignment designed to sharpen operational agility and capture high-value opportunities across emerging technology sectors. Facing shifting economic dynamics in the Guangdong-Hong Kong-Macao Greater Bay Area, the Group prioritised capital optimisation, structural leaning, and asset monetisation. By executing targeted real estate divestments, terminating redundant commercial commitments, and redirecting corporate momentum toward artificial intelligence, smart robotics, and innovative automated solutions, the Group successfully established a flexible, asset-light operational foundation capable of supporting sustainable long-term expansion. The Group’s capital rationalisation strategy reached a pivotal milestone on 9 January 2026, when it entered into a share purchase agreement to sell its 100% equity interest in Better Joy Limited and its wholly-owned subsidiaries Jade Royal Limited and Wise Sino Limited to an independent third party for a total consideration of approximately HK$46.5 million. Better Joy Limited, through its wholly-owned subsidiaries, held valuable industrial property assets located in Kwai Chung, New Territories. To preserve operational stability and prevent any interruption to daily corporate activities, the Group executed a concurrent Leaseback Agreement for a term of one year, ensuring the continued seamless usage of the premises. By converting real estate equity into direct liquidity, the Group eliminated significant maintenance burdens and asset-holding costs, thereby unlocking capital to be deployed into higher-growth, tech-enabled business ventures. Building further upon this asset-light framework, the Group subsequently entered into formal agreements on 15 May 2026 regarding the early termination of selected office and commercial tenancies, accompanied by corresponding asset transfer arrangements. These actions systematically removed long-term fixed liabilities from the balance sheet, significantly lowered recurring operating expenses, and optimised overall working capital efficiency.
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– 29 – A central element of the Group’s operational evolution during the period was the establishment of Shenzhen Wantian Artificial Intelligence Technology Co., Ltd. (“Shenzhen Wantian AI Technology”) as an indirect wholly-owned platform tasked with driving tech-enabled transformation, strategic alliances, and automated system integrations. To build a multi- layered ecosystem in smart automation, the Group initiated a series of high-impact strategic partnerships with leading technology firms across the region. On 18 June 2026, the Group entered into a strategic collaboration agreement with Digit (Shenzhen) Robotics Co., Ltd. to evaluate practical deployments of automated robotic platforms across enterprise workflows, facility management, and commercial operations. This was quickly expanded on 29 June 2026 when Shenzhen Wantian AI Technology entered into a Strategic Cooperation Framework Agreement with Zhongyi (Shenzhen) Embodied AI Technology Co., Ltd. This collaboration focuses on joint research and co-development in embodied artificial intelligence, spatial perception algorithms, and integrated Artificial Intelligence of Things (AIoT) hardware devices designed for wide-scale industrial and commercial adoption throughout the Greater Bay Area. Extending its technological reach into high-growth specialised sectors, Shenzhen Wantian AI Technology signed another strategic cooperation framework agreement on 18 July 2026 with Hengyang Jisuo Medical Technology Co., Ltd. (X-Plorer Medtech). Under this partnership, the two entities agreed to collaborate on the joint research, development, system integration, and commercial distribution of AI-enabled exoskeleton robotics products and intelligent healthcare equipment. This initiative directly positions the Group to capture growing market opportunities in physical rehabilitation, assisted mobility hardware, and automated health-monitoring systems across the regional healthcare landscape. To visually signify this structural pivot toward technology and innovation, the Group also officially adopted a modernised corporate logo with effect from 12 May 2026, marking a fresh corporate identity that aligns with its evolving strategic focus. Through these combined operational, financial, and technological initiatives, the Group has built a resilient framework designed to drive operational efficiency and enhance overall enterprise value. FUTURE OUTLOOK Looking ahead to the second half of 2026 and beyond, the Group will pursue a dual-engine growth strategy that systematically couples its foundational commercial operations with cutting-edge artificial intelligence, commercial robotics, and smart hardware solutions. Having established an agile, asset-light framework through recent property rationalisations and tenancy optimisations, the Group is strategically positioned to modernise its core business channels while creating new, high-margin revenue streams across the Guangdong-Hong Kong-Macao Greater Bay Area. Rather than operating in isolation, the Group’s technology platform, anchored by Shenzhen Wantian AI Technology, will serve as an operational catalyst directly integrated into daily enterprise workflows, enterprise client services, and supply chain management.
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– 30 – A central operational focus for the coming period will be the cross-deployment of smart automation across the Group’s established commercial ecosystem. By integrating spatial perception algorithms and Artificial Intelligence of Things (AIoT) hardware co-developed with Zhongyi Embodied AI and Digit Robotics, the Group aims to automate inventory monitoring, optimise routing logistics, and reduce operational wastage within its distribution channels. Applying these automated robotics platforms and real-time monitoring devices directly within existing operations will enhance overall productivity, improve cost efficiency, and safeguard operating margins across the Group’s regional footprint. In addition to driving internal operational efficiencies, the Group will leverage its established enterprise network across the Greater Bay Area (“GBA”) to accelerate the commercial rollout of standalone technology solutions. Management will focus on field trials and regional distribution channels for the AI-enabled exoskeleton robotics developed in partnership with X-Plorer Medtech, targeting commercial facilities, health-tech environments, and corporate clients seeking automated mobility hardware. To properly reflect this modernised operational direction and signal its long-term strategic evolution to the market, management will proceed with the proposed corporate rebranding to change the English name of the Company to China Onetech Holdings Limited, as announced on 15 May 2026. Supported by enhanced liquidity from recent property disposals and disciplined capital allocation, the Group will ensure that new technology deployments directly empower its core commercial activities, building a technologically advanced enterprise capable of delivering long-term, sustainable value to shareholders. FINANCIAL REVIEW The Group’s operating results for the financial period covering six months from 1 January 2026 to 30 June 2026 (the “Period”) were contributed by its three business segments, namely (i) food supply; (ii) catering services; and (iii) environmental protection and technology services. Revenue The Group’s revenue for the Period was approximately HK$376.6 million (for the six months ended 30 June 2025: HK$614.9 million). The food supply business remains the main revenue stream of the Group. The revenue generated from the food supply business amounted to approximately HK$361.0 million for the Period, accounting for approximately 95.9% of the total revenue (for the six months ended 30 June 2025: HK$580.8 million, 94.5%). During the Period, the revenue derived from the GBA market (excluding Hong Kong) was approximately HK$316.8 million, accounting for approximately 87.8% of the revenue from the food supply segment (for the six months ended 30 June 2025: HK$530.4 million, 91.3%). Revenue derived from the Hong Kong market, which mainly comprised the provision of food ingredients, frozen food and vegetables and fruits, amounted to approximately HK$44.2 million, representing approximately 12.2% of the segment revenue (for the six months ended 30 June 2025: HK$50.4 million, 8.7%). The
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– 31 – decrease of approximately 37.8% in the Group’s segment revenue from the food supply business for the Period as compared to the period ended 30 June 2025 was mainly attributable to the supply of less fresh food items in the PRC, including live cattle and frozen pork. The catering services business, comprising the operation of various restaurants in the city of Zhongshan, contributed a revenue of approximately HK$15.6 million for the Period, representing approximately 4.1% of the Group’s total revenue (for the six months ended 30 June 2025: HK$33.5 million, 5.5%). The revenue in the Group’s segment revenue from the catering services business for the Period decreased by 53.5%, which was mainly due to the decrease in the number of restaurants in operation. The environmental protection and technology services business, comprising the provision of services for building comprehensive practice bases to promote the ideas of green, environmental protection and low-carbon concepts, recorded no revenue during the Period (for the six months ended 30 June 2025: HK$0.5 million, accounting for 0.1% of the Group’s total revenue). Gross profit and gross profit margin The Group’s gross profit for the Period was approximately HK$17.5 million, representing a gross profit margin of approximately 4.6% (for the six months ended 30 June 2025: HK$25.3 million, representing a gross profit margin of approximately 4.1%). The gross profit derived from the Group’s food supply business for the Period was approximately HK$7.5 million, representing a gross profit margin of approximately 2.1% (for the six months ended 30 June 2025: HK$8.3 million, representing a gross profit margin of approximately 1.4%). The gross profit margin increased by 0.7 percentage points. The improvement in gross profit margin during the Period was driven by the additional effort undertaken by the Group to secure the high-quality customers and sales orders, which positively affected profitability for the Period. The gross profit derived from the Group’s catering services business for the Period was approximately HK$10.0 million (for the six months ended 30 June 2025: HK$16.9 million), representing a gross profit margin of approximately 63.9% (for the six months ended 30 June 2025: 50.4%). The gross profit margin increased by 13.5 percentage points, which was mainly due to the reallocation of resources. The Group directed more resources to restaurants with higher gross profit margins, while restaurants with lower gross profit margins were closed. This improved the overall sales mix and profitability, resulting in an increase in gross profit margin. The gross profit derived from the Group’s environmental protection and technology business for the Period was HK$nil (for the six months ended 30 June 2025: a gross profit margin of 5.2%).
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– 32 – Other income The Group’s other income for the Period was approximately HK$0.8 million (for the six months ended 30 June 2025: HK$3.3 million). The decrease was mainly attributable to the absence of services income received from the intermediate holding company and a related party during the Period. Other gains and losses – net The Group’s other gains for the Period was approximately HK$0.1 million (for the six months ended 30 June 2025: other losses of approximately HK$0.2 million). The gains were due to the gains on (i) the disposal of property, plant and equipment and (ii) the termination of leases for the Period. Gain on disposal of subsidiaries The Group’s gain on disposal of subsidiaries was approximately HK$2.7 million for the Period (for the six months ended 30 June 2025: HK$nil), which was attributable to (i) the disposal of Better Joy Limited and its subsidiaries, resulting in a gain of approximately HK$2.0 million, and (ii) the disposal of the 67% equity interest in Zhongshan Wantian Shizhijia Trading Company Limited, resulting in a gain of approximately HK$0.7 million. Selling expenses The Group’s selling expenses for the Period were approximately HK$6.9 million (for the six months ended 30 June 2025: HK$28.4 million). The decrease was mainly due to the reduction in the payroll expenses and the depreciation on the right-of-use assets incurred for the Group’s catering services business. This was mainly driven by the decrease in the number of restaurants operated during the Period. Administrative expenses The Group’s administrative expenses for the Period were approximately HK$37.5 million (for the six months ended 30 June 2025: HK$43.8 million). The decrease was mainly attributable to (i) the decrease in staff costs due to a reduction in the number of administrative staff; and (ii) the reduced depreciation on right-of-use assets and property, plant and equipment resulting from impairment of these assets recognised in previous year. Impairment losses under expected credit loss model The Group recorded impairment losses under expected credit loss model of approximately HK$3.9 million for the Period (for the six months ended 30 June 2025: HK$1.9 million), which was due to the increase in the balance of trade receivables. Finance costs – net The Group’s finance costs – net for the Period were approximately HK$3.2 million (for the six months ended 30 June 2025: HK$1.2 million). The increase was mainly attributable to the increase in interest expenses arising from the other borrowing obtained in the second half of 2025.
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– 33 – Loss for the Period Taking into consideration the above-mentioned factors, loss for the Period was approximately HK$30.4 million (for the six months ended 30 June 2025: approximately HK$46.9 million). MATERIAL ACQUISITIONS OR DISPOSALS On 9 January 2026, the Group entered into a share purchase agreement with an independent third party, pursuant to which the Group agreed to sell its entire equity interest in its subsidiary, Better Joy Limited (“ Better Joy”) and Better Joy’s subsidiaries, Jade Royal Limited (“ Jade Royal”) and Wise Sino Limited (“ Wise Sino ”), at a cash consideration of HK$46,500,000 (“the Disposal”). The Disposal was completed on 25 March 2026. After the Disposal, Better Joy, Jade Royal and Wise Sino ceased to be subsidiaries of the Company and the Group ceased to have any interest in Better Joy, Jade Royal and Wise Sino. The net proceeds from the Disposal amounted to approximately HK$45.7 million. Details of the Disposal were set out in the announcements of Company dated 9 January 2026 and 22 January 2026. CAPITAL STRUCTURE There has been no change in the capital structure of the Group during the Period and up to the date of this announcement. The capital of the Group only comprises ordinary shares. LIQUIDITY AND FINANCIAL RESOURCES The Group has funded the liquidity and capital requirements principally from cash generated from operations, bank and other borrowings, and the proceeds from the Disposal. As at 30 June 2026, the Group had bank and other borrowings of approximately HK$55.0 million (as at 31 December 2025: approximately HK$58.3 million), which were denominated in Hong Kong dollars. The Group’s bank and other borrowings were primarily obtained at fixed rates and used in financing the working capital requirement for its operations and food supply segment. As at 30 June 2026, the Group had approximately HK$63.8 million in cash and cash equivalents (as at 31 December 2025: approximately HK$55.8 million). The Directors believe that the Group is in a healthy financial position to maintain and expand its core business and to achieve its business objectives. As at 30 June 2026, total assets, which comprised current assets of approximately HK$143.8 million (as at 31 December 2025: approximately HK$126.5 million) and non-current assets of approximately HK$20.0 million (as at 31 December 2025: approximately HK$71.5 million), decreased by approximately 17.2% to approximately HK$163.8 million (as at 31 December 2025: approximately HK$198.0 million) which was mainly due to the reduction in property, plant and equipment and right-of-use assets resulting from disposal of subsidiaries holding buildings and leasehold land.
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– 34 – As at 30 June 2026, total liabilities, which comprised current liabilities of approximately HK$56.7 million (as at 31 December 2025: approximately HK$58.6 million) and non-current liabilities of approximately HK$58.9 million (as at 31 December 2025: approximately HK$63.6 million), decreased by approximately 5.4% to approximately HK$115.6 million (as at 31 December 2025: approximately HK$122.2 million), which was mainly due to the repayment of bank borrowings and lease liabilities during the Period. As at 30 June 2026, the current ratio of the Group, being current assets divided by current liabilities, increased to approximately 2.5 (as at 31 December 2025: approximately 2.2), which was mainly attributable to the increase of cash and cash equivalent resulting from disposal of subsidiaries. The Group maintains the capability to cover its short-term debts, ensuring a healthy financial position. GEARING RATIO As at 30 June 2026, the gearing ratio of the Group, being total borrowings (including total lease liabilities) divided by total equity, increased to approximately 141.4% (as at 31 December 2025: approximately 103.4%), which was primarily due to the decrease in total equity resulting from the loss for the Period. CHARGE ON GROUP ASSETS As at 30 June 2026, no leasehold lands under right-of-use assets and buildings under property, plant and equipment were pledged for the banking facilities granted to the Group (as at 31 December 2025: with a net book value amounting to approximately HK$38.3 million). SIGNIFICANT INVESTMENT HELD AND FUTURE PLANS FOR MATERIAL INVESTMENT OR CAPITAL ASSET The Group had no significant investment with a value of 5% or more of the Group’s total assets as at 30 June 2026. There was no material acquisition and disposal of subsidiaries, associates or joint ventures by the Group during the Period. There were no other plans for material investment or capital asset as at 30 June 2026. FOREIGN EXCHANGE EXPOSURE Foreign exchange risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Group’s revenue, expenses, assets and liabilities are denominated in HK$ and Renminbi (“RMB”). The appreciation or devaluation of RMB against HK$ may have an impact on the Group’s results. The Group does not have any currency hedging policy and has not entered into any hedging or other instrument to reduce currency risks. The Group will continue to closely monitor the foreign currency exposure and take appropriate measures to minimise the risk when necessary.
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– 35 – TREASURY POLICY The Directors will continue to follow a prudent policy in managing the Group’s cash balances and maintain strong and healthy liquidity to ensure that the Group is well placed to take advantage of future growth opportunities. CONTINGENT LIABILITIES The Group did not have any material contingent liabilities as at 30 June 2026 (as at 31 December 2025: HK$nil). CAPITAL COMMITMENTS As at 30 June 2026, the Group did not have capital commitments in respect of acquisition of property, plant and equipment (as at 31 December 2025: approximately HK$nil). SEGMENT INFORMATION The Group has three reportable segments, namely (i) food supply; (ii) catering services; and (iii) environmental protection and technology services. INFORMATION ON EMPLOYEES As at 30 June 2026, the Group had 227 employees working in Hong Kong and the PRC (as at 31 December 2025: 275). Employees are remunerated based on their qualifications, position and performance. The remuneration offered to employees generally includes salaries, allowances and discretionary bonuses. Various types of trainings are provided to the employees from time to time. The total staff costs (including remuneration of Directors and mandatory provident fund contributions) for the Period amounted to approximately HK$26.7 million (for the six months ended 30 June 2025: approximately HK$42.4 million). INTERIM DIVIDEND The Board does not recommend the payment of an interim dividend for the Period (for the six months ended 30 June 2025: HK$nil). PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANY Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities during the Period. DIRECTORS’ SECURITIES TRANSACTIONS The Company adopted the Model Code as set out in Appendix C3 to the Listing Rules as the code of conduct regarding Directors’ securities transactions in the securities of the Company. Based on specific enquiries with the Directors, all Directors confirmed that they had complied with the required standard of dealings set out in the Model Code and there was no event of non-compliance during the Period.
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– 36 – CORPORATE GOVERNANCE PRACTICE The Company is dedicated to achieving and maintaining high standards of corporate governance as the Board believes that good and effective corporate governance practices are key to obtaining and maintaining the trust of the shareholders and other stakeholders of the Company, and are essential for encouraging accountability and transparency so as to sustain the success of the Group and to promote the interests of the shareholders of the Company. Accordingly, the Company has adopted sound corporate governance principles that emphasise a quality Board, effective internal control, stringent disclosure practices, transparency and accountability to all stakeholders. The Company’s corporate governance practices are based on the code provisions set out in the Corporate Governance Code (the “ CG Code”) contained in Appendix C1 to the Listing Rules and amended from time to time. To the best knowledge and belief of the Directors, the Company had complied with the applicable code provisions of the CG Code throughout the Period. AUDIT COMMITTEE The Audit Committee was established on 26 September 2016 in accordance with the Appendix C1 to the Listing Rules. The Audit Committee comprises three independent non- executive Directors, namely Ms. Chan Sze Man (Chairman), Mr. Lam Chi Wing and Mr. Hui Chun Kin Norman. The Group’s unaudited condensed consolidated financial statements for the Period have not been audited nor reviewed by the Company’s independent auditor, but have been reviewed by the Audit Committee. The Audit Committee is of the opinion that the unaudited condensed consolidated financial statements of the Group for the Period comply with the applicable accounting standards and the Listing Rules, and that adequate disclosures have been made. By order of the Board China Wantian Holdings Limited Hooy Kok Wai Chairman and Executive Director Hong Kong, 28 August 2026 As at the date of this announcement, the Board comprises Dr. Hooy Kok Wai and Mr. Zhong Xueyong as executive Directors; and Ms. Chan Sze Man, Mr. Lam Chi Wing and Mr. Hui Chun Kin Norman as independent non-executive Directors. * The English translation is not the official name and is for reference purposes only.