(Incorporated in Bermuda with limited liability)
(Stock Code : 687)
Contents
Management Discussion and Analysis Corporate Governance
Other Information
Unaudited Condensed Interim Financial Statements Consolidated Statement of Profit or Loss Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows
Corporate Information
30
INTERIM REPORT 2025
1
Notes to Unaudited Condensed Interim Financial Statements
Pages
2
5
6
12
13
14
16
18
20
Tysan Holdings Limited
Management Discussion and Analysis
The board (the "Board") of directors (the "Directors") of Tysan Holdings Limited (the "Company") is pleased to announce the unaudited consolidated results of the Company and its subsidiaries (the "Group") for the six months ended 30 June 2025. During the period under review, the Group recorded a turnover of HK$1,150 million (period ended 30 June 2024: HK$1,009 million) and a profit attributable to ordinary equity holders of the Company of about HK$34 million (period ended 30 June 2024: profit of HK$11 million), representing an earning of HK1.01 cents per ordinary share of the Company ("Share") (period ended 30 June 2024: earning of HK0.32 cents per Share).
Business Review
Foundation Piling
For the period under review, turnover of the Group's foundation piling segment was about HK$1,150 million (period ended 30 June 2024: HK$1,009 million) and the segment recorded a profit of about HK$38 million (period ended 30 June 2024: profit of HK$19 million).
The Group's major contracts on hand include a commercial project at Sai Yee Street; housing/residential projects at Mei Tin, Shap Pat Heung, Choi Shun Street, Kwok Shui Road, Tung Chung Area 50, Rose Street, Kai Tak Area 2A Site 2; a police married quarter at Western District; and a market complex at Tseung Kwan O.
Prospects
The outlook for the construction industry in 2025 will remain challenging and a substantial rebound in the property market, which is crucial in revitalizing the private sector, has yet to be seen.
However, the Northern Metropolis Development put forward by the Government will serve as "a new engine" for Hong Kong's future development and the accelerated programme for implementation, including the construction of the Northern Link, will certainly drive significant growth in infrastructure works as well as property development and provide a stream of opportunities for the construction industry in the near future.
As we remain vigilant in the short term, we are committed to continuous improvement in making our operations more efficient and effective so as to better equip the Company to seize any upcoming opportunities.
Tysan Holdings Limited
Management Discussion and Analysis
Financial Review
Financial position, liquidity and financial resources
As at 30 June 2025, the Group's cash on hand was about HK$930 million (31 December 2024: HK$887 million) while total assets and net assets were about HK$1,858 million (31 December 2024: HK$1,915 million) and HK$1,190 million (31 December 2024: HK$1,239 million), respectively. Total liabilities were about HK$668 million (31 December 2024: HK$676 million), out of which financial liabilities were about HK$386 million (31 December 2024: HK$433 million) and the remaining were mainly accruals, contract liabilities and current and deferred tax provision.
As at 30 June 2025, the Group had interest-bearing borrowings of about HK$92 million (31 December 2024: HK$104 million).
The Group's gearing ratio, calculated on the basis of net debt (including financial liabilities less cash on hand) divided by total equity of the Group, was Nil as at 30 June 2025 as the Group had a net cash position.
Funding and treasury policy
The Group continues to maintain a prudent funding and treasury policy and sustain a sound and good capital structure with healthy cash flows. Surplus funds are maintained in the form of deposits with leading banks. Borrowings are denominated in Hong Kong dollar and subject to floating interest rates. Currency exposure is being closely monitored and forward contracts will be considered as required.
Capital expenditure and capital commitments
During the six months ended 30 June 2025, the Group invested about HK$4 million on purchase of machinery and equipment. As at 30 June 2025, the Group had capital commitments in relation to purchase of machinery and equipment of about HK$3 million. Capital expenditure is principally financed by internal resources.
Pledge of assets
As at 30 June 2025, an office premise of the Group with a carrying amount of about HK$103 million and a bank deposit of about HK$5 million were pledged to banks to secure the instalment loans granted to the Group.
Contingent liabilities
Contingent liabilities in relation to corporate guarantees provided by the Group to banks for issue of performance bonds decreased from about HK$354 million as at 31 December 2024 to about HK$288 million as at 30 June 2025. Save for the above, the Group did not have any other material contingent liabilities.
Tysan Holdings Limited
Management Discussion and Analysis
Remuneration Guidelines and Employment
The Group, including its subsidiaries in Hong Kong, Macau and Mainland China, employed approximately 716 employees as at 30 June 2025. The Group's remuneration guidelines are primarily based on prevailing market salary levels and the performance of the respective business units and individuals concerned. Fringe benefits include provident fund, medical insurance and training. In addition, share options may also be granted in accordance with the terms of the Group's approved share option scheme.
Interim Dividend
The Board has resolved to declare an interim dividend of HK$0.02 (period ended 30 June 2024: HK$0.01) per Share for the six months ended 30 June 2025. The interim dividend will be payable on Friday, 26 September 2025 to shareholders whose names appear on the Company's register of members on Friday, 5 September 2025.
Closure of Register of Members
The register of members of the Company will be closed from Thursday, 4 September 2025 to Friday, 5 September 2025 (both dates inclusive), during which period no transfer of Shares will be effected. In order to qualify for entitlement of the interim dividend for the six months ended 30 June 2025, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged for registration with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Wednesday, 3 September 2025.
Tysan Holdings Limited
Corporate Governance
During the period under review and up to the date of this report, Tysan Holdings Limited (the "Company") has fully complied with the code provisions set out in the Corporate Governance Code contained in Appendix C1 to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited.
Audit Committee
As at the date of this report, the audit committee of the Company (the "Audit Committee") comprises four members, namely Mr. Li Kit Chee, Mr. Lung Chee Ming, George, Ms. Jennifer Kwok and Ms. Yang Jing who are independent non-executive directors of the Company (the "Directors(s)"). The chairman of the Audit Committee is Mr. Li Kit Chee.
The primary duties of the Audit Committee are to review and supervise the financial reporting system, risk management and internal control systems of the Company and its subsidiaries (collectively, the "Group"), to review the Group's financial information, compliance and to provide advice and comments to the Board.
The unaudited condensed interim financial statements of the Group for the six months ended 30 June 2025 have been reviewed by the Audit Committee.
Model Code
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix C3 to the Listing Rules as the code of conduct regarding directors' securities transactions. Having made specific enquiry, all the Directors have confirmed that they have fully complied with the required standard set out in the Model Code for the period under review.
Tysan Holdings Limited
Other Information
Directors' and Chief Executive's Interests and Long Positions in Shares and Underlying Shares
As at 30 June 2025, the interests and long positions of the directors (the "Director(s)") of Tysan Holdings Limited (the "Company", together with its subsidiaries, the "Group") and chief executive of the Company ("Chief Executive") in the shares ("Shares") and underlying Shares of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the "SFO")), as recorded in the register required to be kept by the Company pursuant to section 352 of the SFO, or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix C3 to the Rules Governing the Listing of Securities on the Stock Exchange, was as follows:
Long position in Shares
Name of Director
Number of Shares indirectly beneficially owned
Mr. Fung Chiu Chak, Victor 168,380,000
Save as disclosed above, as at 30 June 2025, none of the Directors or Chief Executive had registered any interest or short position in the Shares, underlying Shares or debentures of the Company or any of its associated corporations that was required to be recorded pursuant to section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
Tysan Holdings Limited
Other Information
Directors' and Chief Executive's Rights to Acquire Shares or Debentures
Share Option Scheme
The Company currently operates a share option scheme which was adopted on 3 December 2020 (the "Share Option Scheme") for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Group's operations.
The following table discloses the movements in the share options of the Company (the "Share Options") outstanding during the six months ended 30 June 2025:
Number of Share Options
Name/category of participants
Outstanding as at 1 January 2025, including:
Granted during the six months ended
30 June 2025, including:
Exercised during the six months ended
30 June 2025, including:
Cancelled during the six months ended
30 June 2025, including:
Lapsed in accordance with the terms of the Share Option Scheme during the six months ended 30 June 2025
Outstanding as at 30 June 2025,
including:
Directors
date of grant
exercise price
exercise period
vesting period
date of grant
exercise price
exercise period
vesting period
performance targets
closing price of Shares
immediately before the date of grant
fair value of Share
Options at the date of grant
exercise price
weighted average
closing price of Shares immediately before the date of which the Share Options were exercised
exercise price (i) date of grant
exercise price
exercise period
vesting period
Fung Chiu Chak, Victor 22,000,000 - - - (22,000,000) -
25 May 2021
HK$0.49 per Share
1 January 2022 to
24 May 2025
Note 1
Chiu Chin Hung 11,000,000 - - - (11,000,000) -
25 May 2021
HK$0.49 per Share
1 January 2022 to
24 May 2025
Note 1
Lau Kin Fai 10,000,000 - - - (10,000,000) -
25 May 2021
HK$0.49 per Share
1 January 2022 to
24 May 2025
Note 1
Tysan Holdings Limited
Other Information
Directors' and Chief Executive's Rights to Acquire Shares or Debentures (Cont'd)
Share Option Scheme (Cont'd)
Number of Share Options
Name/category of participants
Outstanding as at 1 January 2025, including:
Granted during the six months ended
30 June 2025, including:
Exercised during the six months ended
30 June 2025, including:
Cancelled during the six months ended
30 June 2025, including:
Lapsed in accordance with the terms of the Share Option Scheme during the six months ended 30 June 2025
Outstanding as at 30 June 2025,
including:
Employee participants
date of grant
exercise price
exercise period
vesting period
date of grant
exercise price
exercise period
vesting period
performance targets
closing price of Shares
immediately before the date of grant
fair value of Share
Options at the date of grant
exercise price
weighted average
closing price of Shares immediately before the date of which the Share Options were exercised
exercise price (i) date of grant
exercise price
exercise period
vesting period
Employees (in aggregate) 112,100,000 - - - (112,100,000) -
25 May 2021
HK$0.49 per Share
1 January 2022 to
24 May 2025
Note 1
Total 155,100,000 - - - (155,100,000) -
Tysan Holdings Limited
Other Information
Directors' and Chief Executive's Rights to Acquire Shares or Debentures (Cont'd)
Share Option Scheme (Cont'd)
Notes to the table of Share Options during the six months ended 30 June 2025:
Subject to the terms of the Share Option Scheme, each grantee is allowed to exercise up to 30% of the Share Options granted from 1 January 2022 up to and including 24 May 2025. Thereafter, each grantee is allowed to exercise a further 30% of the Share Options granted from 1 January 2023 up to and including 24 May 2025 and to exercise the remaining 40% of Share Options granted from 1 January 2024 up to and including 24 May 2025.
The exercise price of the Share Options set out in the table above is correct as at the dates stated in the table. The exercise price is subject to adjustment in the case of rights or bonus issues, or other similar changes in the Company's share capital.
At the special general meeting of the Company held on 3 December 2020 (the "SGM"), a resolution was approved by the shareholders of the Company that the total number of Shares which may be issued upon exercise of all Share Options to be granted under the Share Option Scheme and any other share option schemes of the Company must not, in aggregate, exceed 10% of the Shares in issue as at the date of the SGM. As at the date of the SGM, the maximum number of Shares which may be allotted and issued pursuant to the Share Option Scheme was 336,603,570 Shares, representing 10% of the total number of Shares in issue as at the date of the SGM (the "Scheme Mandate Limit").
During the six months ended 30 June 2025, no Share Options were granted. As set out in the announcement of the Company dated 25 May 2021, the Share Options had a validity period of 48 months from the date of grant on 25 May 2021 until 24 May 2025. All 155,100,000 Share Options lapsed with effect from 25 May 2025. As at 30 June 2025, there were no outstanding options under the Share Option Scheme.
As at 1 January 2025 and 30 June 2025, the number of Share Options available for grant under the Scheme Mandate Limit was 169,003,570 Shares and 336,603,570 Shares respectively.
The number of Shares that may be issued under the Share Option Scheme as at 1 January 2025 was 155,100,000 Shares (being the sum of 30%, 30% and 40% of the Share Options granted which were exercisable from 1 January 2022, 1 January 2023 and 1 January 2024 respectively, less the number of Share Options lapsed) divided by 3,366,035,709, being the weighted average number of Shares in issue, represented approximately 4.61% of the total number of Shares in issue as at 1 January 2025.
As at 30 June 2025, all 155,100,000 Share Options had lapsed and there were no outstanding Share Options. Therefore, as at 30 June 2025, the number of Shares that may be issued under the Share Option Scheme was nil and the number of Shares that may be issued under the Share Option Scheme as at 30 June 2025 divided by the weighted average number of Shares in issue was 0%.
As set out in note 26 to the financial statements contained in the annual report of the Company for the year ended 31 December 2024, the amount payable on acceptance of the option granted under the Share Option Scheme is HK$10. The period within which the acceptance amount must be made is 21 days from (and including) the date of grant. The relevant amounts for acceptance of the relevant options granted under the Share Option Scheme were paid in full by the respective grantees within the prescribed period and no loan was involved.
Save for the above, at no time during the period for the six months ended 30 June 2025 were rights to acquire benefits by means of the acquisition of Shares or debentures of the Company granted to any Director or their respective spouses or minor children, or the Chief Executive or were any such rights exercised by them, or was the Company or any of its subsidiaries a party to any arrangement to enable the Directors to acquire such rights in any other body corporate under the Share Option Scheme.
Tysan Holdings Limited
Other Information
Substantial Shareholders' Interests in Shares and Underlying Shares
As at 30 June 2025, the following interests of more than 5% of the issued Share capital of the Company were recorded in the register of interests required to be kept by the Company pursuant to section 336 of the SFO:
Long positions in Shares
Approximate percentage of the Company's
Name | Capacity | Number of Shares held | issued Share capital |
Blackstone Group Management L.L.C.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
Blackstone Holdings IV GP L.P.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
Blackstone Holdings IV GP Limited Partner L.L.C.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
Blackstone Holdings IV GP Management (Delaware) L.P.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
Blackstone Holdings IV GP Management L.L.C.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
Blackstone Holdings IV GP Sub L.P.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
Blackstone Holdings IV L.P.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
SCHWARZMAN Stephen A.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
The Blackstone Group Inc.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
Blackstone Real Estate Associates Asia II L.P.(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
Blackstone Real Estate Partners Asia II L.P.(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
BREP Asia II Holdings I (NQ) L.P.(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
BREP Asia II Holdings I (NQ) Pte. Ltd.(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
BREP Asia II L.L.C.(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
BREP Asia II Ltd.(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
Times Holdings I Limited(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
Times Holdings II Limited | Beneficial owner | 2,291,316,850 | 68.07 |
Chen Wai Wai Vivien(3) | Executor or administrator | 235,106,000 | 6.98 |
Chow Suk Han, Anna(3) | Executor or administrator | 235,106,000 | 6.98 |
Lee Pui Ling, Angelina(3) | Executor or administrator | 235,106,000 | 6.98 |
Chen's Group International Limited(4) | Interest of controlled corporation | 235,106,000 | 6.98 |
Chen's Group Holdings Limited(4) | Interest of controlled corporation | 235,106,000 | 6.98 |
Nan Fung International Holdings Limited(4) | Interest of controlled corporation | 235,106,000 | 6.98 |
Nan Fung Group Holdings Limited(4) | Interest of controlled corporation | 235,106,000 | 6.98 |
NF Investment Holdings Limited(4) | Interest of controlled corporation | 235,106,000 | 6.98 |
Keymark Associates Limited(4) | Interest of controlled corporation | 235,106,000 | 6.98 |
Gavast Estates Limited | Beneficial owner | 235,106,000 | 6.98 |
中國交通建設股份有限公司(5) | Interest of controlled corporation | 171,000,000 | 5.08 |
中國路橋工程有限責任公司(5) | Interest of controlled corporation | 171,000,000 | 5.08 |
中交疏浚（集團）股份有限公司(5) | Interest of controlled corporation | 171,000,000 | 5.08 |
香港海事建設有限公司 | Beneficial owner | 171,000,000 | 5.08 |
(now known as 香港海洋投資發展有限公司) | |||
Fung Chiu Chak, Victor ("Mr. Fung")(6) | Interest of controlled corporation | 168,380,000 | 5.00 |
Dragon's Eye Pacific Limited | Beneficial owner | 168,380,000 | 5.00 |
Tysan Holdings Limited
Other Information
Substantial Shareholders' Interests in Shares and Underlying Shares (Cont'd)
Long positions in Shares (Cont'd)
Notes:
These parties were deemed to have interests in long positions in 2,356,146,781 Shares under the SFO by virtue of their equity interests in Tides Holdings II Ltd. and Times Holdings II Limited.
These parties were deemed to have interests in long positions in 2,291,316,850 Shares under the SFO by virtue of their equity interests in Times Holdings II Limited.
These parties were executors of estate of Chen Din Hwa and deemed to have interests in long positions in 235,106,000 Shares under the SFO by a trust holding equity interests in Gavast Estates Limited.
These parties were deemed to have interests in long positions in 235,106,000 Shares under the SFO by virtue of their equity interests in Gavast Estates Limited.
These parties were deemed to have interests in long positions in 171,000,000 Shares under the SFO by virtue of their equity interests in 香港海事建設有限公司 (now known as香港海洋投資發展有限公司).
Mr. Fung was deemed to have interests in long positions in 168,380,000 Shares under the SFO by virtue of his equity interests in Dragon's Eye Pacific Limited.
Apart from the foregoing, as at 30 June 2025, no person, other than the Directors and Chief Executive, whose interests are set out in the section headed "Directors' and Chief Executive's Interests and Long Positions in Shares and Underlying Shares" above, had registered any interest or short position in the Shares or underlying Shares that was required to be recorded pursuant to section 336 of the SFO.
Purchase, Sale or Redemption of Listed Securities of the Company
Neither the Company, nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities during the period.
Notes | 2025 HK$'000 (Unaudited) | 2024 HK$'000 (Unaudited) | |
REVENUE | 4 | 1,150,289 | 1,009,389 |
Cost of sales | (1,096,159) | (978,296) | |
Gross profit | 54,130 | 31,093 | |
Other income and gains | 5 | 19,124 | 22,683 |
Administrative expenses | (34,924) | (37,251) | |
Other expenses, net | (1,729) | (2,624) | |
Finance costs | (2,639) | (3,528) | |
PROFIT BEFORE TAX | 6 | 33,962 | 10,373 |
Income tax credit | 7 | 179 | 331 |
PROFIT FOR THE PERIOD | 34,141 | 10,704 | |
Attributable to: Ordinary equity holders of the Company | 34,141 | 10,704 | |
EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY 9 Basic Diluted | HK1.01 cents HK1.01 cents | HK0.32 cents HK0.32 cents | |
Tysan Holdings Limited
Consolidated Statement of Profit or Loss
Six months ended 30 June
profit or loss in subsequent periods: Exchange differences: Exchange difference on translation of foreign operations OTHER COMPREHENSIVE INCOME/(EXPENSES) FOR THE PERIOD, NET OF TAX | 693 693 | (567) (567) | |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 34,834 | 10,137 | |
Attributable to: Ordinary equity holders of the Company | 34,834 | 10,137 |
Tysan Holdings Limited
Consolidated Statement of Comprehensive Income
Six months ended 30 June 2025 2024
HK$'000 HK$'000
(Unaudited) (Unaudited)
PROFIT FOR THE PERIOD
OTHER COMPREHENSIVE INCOME/(EXPENSES)
34,141
10,704
Other comprehensive income/(expense) that may be reclassified to
As at 30 June | As at 31 December | ||
Notes | 2025 HK$'000 (Unaudited) | 2024 HK$'000 (Audited) | |
NON-CURRENT ASSETS Property, plant and equipment | 10 | 107,945 | 130,481 |
Right-of-use assets | 96,014 | 103,909 | |
Prepayments, deposits and other receivables | 2,153 | 1,395 | |
Deferred tax assets | 5,455 | 4,792 | |
Total non-current assets | 211,567 | 240,577 | |
CURRENT ASSETS Inventories | 45,118 | 42,608 | |
Trade receivables | 11 | 215,213 | 148,162 |
Contract assets | 423,630 | 563,817 | |
Prepayments, deposits and other receivables | 26,863 | 27,725 | |
Tax prepaid | 104 | 533 | |
Pledged time deposit | 5,460 | 5,460 | |
Time deposits with original maturity of over three months | 141,984 | 155,122 | |
Cash and cash equivalents | 787,693 | 731,489 | |
Total current assets | 1,646,065 | 1,674,916 | |
CURRENT LIABILITIES Trade and retention payables, accruals and provision | 12 | 502,007 | 515,071 |
Other payables and receipts in advance | 2,711 | 2,488 | |
Contract liabilities | 44,066 | 20,308 | |
Interest-bearing bank borrowings | 24,560 | 24,476 | |
Lease liabilities | 8,292 | 11,007 | |
Tax payable | 1,129 | 1,129 | |
Total current liabilities | 582,765 | 574,479 | |
NET CURRENT ASSETS | 1,063,300 | 1,100,437 | |
TOTAL ASSETS LESS CURRENT LIABILITIES | 1,274,867 | 1,341,014 | |
Tysan Holdings Limited
Consolidated Statement of Financial Position
As at 30 June | As at 31 December | ||
Notes | 2025 HK$'000 (Unaudited) | 2024 HK$'000 (Audited) | |
NON-CURRENT LIABILITIES Interest-bearing bank borrowings | 67,698 | 80,001 | |
Lease liabilities | 8,939 | 12,169 | |
Deferred tax liabilities | 8,323 | 9,620 | |
Total non-current liabilities | 84,960 | 101,790 | |
Net assets | 1,189,907 | 1,239,224 | |
EQUITY Equity attributable to ordinary equity holders of the Company Issued capital | 13 | 336,603 | 336,603 |
Reserves | 853,304 | 902,621 | |
Total equity | 1,189,907 | 1,239,224 |
Tysan Holdings Limited
Consolidated Statement of Financial Position
Attributable to ordinary equity holders of the Company Share Share Exchange Issued premium Contributed option Statutory fluctuation Retained Total capital account surplus reserve reserves reserve profits equity HK$'000 HK$'000 HK$'000 HK$'000 HK$'000 HK$'000 HK$'000 HK$'000 | ||||||||
At 1 January 2025 (audited) | 336,603 | 2,481* | 638,344* | 27,457* | 2,188* | (10,782)* | 242,933* | 1,239,224 |
Profit for the period | - | - | - | - | - | - | 34,141 | 34,141 |
Other comprehensive income | ||||||||
for the period: | ||||||||
Exchange difference on translation | ||||||||
Transfer of share option reserve upon the expiry of share options | - | - | - | (27,457) | - | - | 27,457 | - | ||
2024 final dividend declared and paid (note 8) | - | - | - | - | - | - | (84,151) | (84,151) | ||
At 30 June 2025 (unaudited) | 336,603 | 2,481* | 638,344* | -* | 2,188* | (10,089)* | 220,380* | 1,189,907 |
Tysan Holdings Limited
Consolidated Statement of Changes in Equity
of foreign operations | - - - - - | 693 | - | 693 | |||
Total comprehensive income for the period | - - - - - | 693 | 34,141 | 34,834 |
Issued capital | Share premium account | Contributed surplus | Share option reserve | Statutory reserves | Exchange fluctuation reserve | Retained profits | Total equity | |
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |
At 1 January 2024 (audited) | 336,603 | 2,481 | 638,344 | 28,698 | 2,188 | (10,032) | 285,050 | 1,283,332 |
Profit for the period Other comprehensive expense for the period: Exchange difference on translation of foreign operations | - - | - - | - - | - - | - - | - (567) | 10,704 - | 10,704 (567) |
Total comprehensive income/(expenses) for the period | - | - | - | - | - | (567) | 10,704 | 10,137 |
Transfer of share option reserve upon the expiry of share options | - | - | - | (1,152) | - | - | 1,152 | - |
2023 final dividend declared and paid | - | - | - | - | - | - | (50,491) | (50,491) |
At 30 June 2024 (unaudited) | 336,603 | 2,481 | 638,344 | 27,546 | 2,188 | (10,599) | 246,415 | 1,242,978 |
Tysan Holdings Limited
Consolidated Statement of Changes in Equity
Attributable to ordinary equity holders of the Company
* These reserve accounts comprise the consolidated reserves of HK$853,304,000 (31 December 2024: HK$902,621,000) in the consolidated statement of financial position.
Note | 2025 HK$'000 (Unaudited) | 2024 HK$'000 (Unaudited) | |
Cash flows from operating activities Profit before tax | 33,962 | 10,373 | |
Adjustments for: Finance costs | 2,639 | 3,528 | |
Finance costs included in cost of sales | 41 | 78 | |
Interest income Loss on disposal and write-off of items of property, plant and equipment | 6 | (14,266) 430 | (14,380) 982 |
Depreciation of property, plant and equipment | 6 | 25,725 | 28,930 |
Depreciation of right-of-use assets | 6 | 7,930 | 7,575 |
Loss on lease modification | 6 | - | |
Gain on lease modification included in cost of sales | (21) | - | |
Write-back of impairment of trade receivables | 6 | (785) | (76) |
Impairment of contract assets | 6 | 23 | 109 |
55,684 | 37,119 | ||
Decrease/(increase) in inventories | (2,510) | 39,528 | |
Increase in trade receivables | (66,266) | (54,848) | |
Decrease in contract assets | 140,164 | 54,706 | |
Decrease/(increase) in prepayments, deposits and other receivables Decrease in trade and retention payables, accruals and provision | (405) (13,042) | 1,911 (49,122) | |
Increase/(decrease) in other payables and receipts in advance | 223 | (3,229) | |
Increase in contract liabilities | 23,758 | 3,477 | |
Cash generated from operations Taxes paid in the People's Republic of China: Hong Kong | 137,606 (1,361) | 29,542 (14,291) | |
Elsewhere | - | (6) | |
Net cash flows from operating activities | 136,245 | 15,245 | |
Tysan Holdings Limited
Consolidated Statement of Cash Flows
Six months ended 30 June
Note | 2025 HK$'000 (Unaudited) | 2024 HK$'000 (Unaudited) | |
Cash flows from investing activities Interest received | 15,533 | 15,827 | |
Purchases of items of property, plant and equipment Deposits paid for acquisition of items of property, plant and equipment | (3,632) (758) | (16,962) (254) | |
Proceeds from disposal of items of property, plant and equipment Decrease/(increase) in non-pledged time deposits with original maturity of more than three months when acquired | 13 13,138 | 179 (140,585) | |
Net cash flows from/(used in) investing activities | 24,294 | (141,795) | |
Cash flows from financing activities Interest paid | (2,120) | (3,234) | |
Interest element of lease payments | (521) | (316) | |
New bank borrowings | 90,000 | - | |
Repayment of bank borrowings | (102,280) | (12,067) | |
Principal portion of lease payments | (5,965) | (5,753) | |
Dividend paid | (84,151) | (50,491) | |
Net cash flows used in financing activities | (105,037) | (71,861) | |
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 55,502 | (198,411) | |
Cash and cash equivalents at beginning of period | 731,489 | 568,303 | |
Effect of foreign exchange rate changes, net | 702 | (574) | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 787,693 | 369,318 | |
Analysis of balances of cash and cash equivalents Cash and bank balances | 268,225 | 158,918 | |
Non-pledged time deposits with original maturity of less than three months when acquired | 519,468 | 210,400 | |
Cash and cash equivalents as stated in the interim condensed consolidated statement of financial position | 787,693 | 369,318 | |
Tysan Holdings Limited
Consolidated Statement of Cash Flows
Six months ended 30 June
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements
1. CORPORATE INFORMATION
Tysan Holdings Limited (the "Company") is a limited liability company incorporated in Bermuda. The principal place of business of the Company is located at 20th Floor, One Island South, No.2 Heung Yip Road, Wong Chuk Hang, Hong Kong. The Company and its subsidiaries (the "Group") is principally engaged in foundation piling and site investigation and property development and investment business. The Company's shares ("Shares") are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange").
The immediate holding company of the Company is Times Holdings II Limited, which is incorporated in the Cayman Islands and ultimately controlled by The Blackstone Group Inc., a company listed on The New York Stock Exchange and considered as the ultimate holding company of the Company.
BASIS OF PREPARATION AND CHANGES IN ACCOUNTING POLICIES
Basis of Preparation
The unaudited condensed interim financial statements for the six months ended 30 June 2025 have been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange and the Hong Kong Accounting Standard ("HKAS") 34 "Interim Financial Reporting" as issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2024.
The unaudited condensed interim financial statements have been prepared under historical cost convention. The accounting policies used in the preparation of the unaudited condensed interim financial statements are consistent with those adopted in the consolidated financial statements for the year ended 31 December 2024, except for the changes in accounting policies made after the adoption of the amended HKFRS Accounting Standard as further detailed in note 2.2 below.
Amended HKFRS Accounting Standard adopted by the Group
In the current period, the Group has applied the following amended HKFRS Accounting Standard as issued by the HKICPA for the first time for the current period's financial information.
Amendments to HKAS 21 Lack of Exchangeability
The adoption of the amended HKFRS Accounting Standard has had no significant financial effect on the unaudited condensed interim financial statements of the Group.
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements
3. SEGMENT INFORMATION
The Group's operating businesses are structured and managed separately according to the nature of their operations and the products and services they provided. Operating segments are reported in a manner consistent with internal reporting to the Company's key management personnel.
For the six months ended 30 June 2025 and 2024
Foundation piling
Property development
and investment Corporate and others Consolidated
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |
Segment revenue: Sales to external customers | 1,150,289 | 1,009,389 | - | - | - | - | 1,150,289 | 1,009,389 |
Other income and gains | 3,729 | 8,150 | - | 59 | 1,129 | 94 | 4,858 | 8,303 |
Total segment revenue | 1,154,018 | 1,017,539 | - | 59 | 1,129 | 94 | 1,155,147 | 1,017,692 |
Segment results | 38,093 | 18,761 | (434) | (473) | (15,804) | (19,005) | 21,855 | (717) |
Interest income Finance costs (other than interest on lease liabilities) | 14,266 (2,159) | 14,380 (3,290) | ||||||
Profit before tax | 33,962 | 10,373 | ||||||
Income tax credit | 179 | 331 | ||||||
Profit for the period | 34,141 | 10,704 |
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements
4. REVENUE
An analysis of revenue is as follows:
Six months ended 30 June
2025 HK$'000 (Unaudited) | 2024 HK$'000 (Unaudited) | |
Revenue from contracts with customers | 1,150,139 | 1,009,389 |
Revenue from other sources Gross rental income from machinery leasing | 150 | - |
Total | 1,150,289 | 1,009,389 |
Disaggregated Revenue Information for Revenue from Contracts with Customers
For the six months ended 30 June 2025
Segments | Foundation piling | Property development and investment | Corporate and others | Total |
HK$'000 (Unaudited) | HK$'000 (Unaudited) | HK$'000 (Unaudited) | HK$'000 (Unaudited) | |
Types of goods or services Construction services | 1,150,139 | - | - | 1,150,139 |
Geographical markets Hong Kong | 1,150,139 | - | - | 1,150,139 |
Timing of revenue recognition Services transferred over time | 1,150,139 | - | - | 1,150,139 |
For the six months ended 30 June 2024 | ||||
Foundation | Property development and | Corporate | ||
Segments | piling HK$'000 (Unaudited) | investment HK$'000 (Unaudited) | and others HK$'000 (Unaudited) | Total HK$'000 (Unaudited) |
Types of goods or services Construction services | 1,009,389 | - | - | 1,009,389 |
Geographical markets Hong Kong | 1,009,389 | - | - | 1,009,389 |
Timing of revenue recognition Services transferred over time | 1,009,389 | - | - | 1,009,389 |
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements
4. REVENUE (Cont'd)
Disaggregated Revenue Information for Revenue from Contracts with Customers (Cont'd)
Set out below is the reconciliation of the revenue from contracts with customers with the amounts disclosed in the segment information:
For the six months ended 30 June 2025 | ||||
Foundation | Property development and | Corporate | ||
Segments | piling HK$'000 (Unaudited) | investment HK$'000 (Unaudited) | and others HK$'000 (Unaudited) | Total HK$'000 (Unaudited) |
Revenue from contracts with customers External customers | 1,150,139 | - | - | 1,150,139 |
For the six months ended 30 June 2024 | ||||
Foundation | Property development and | Corporate | ||
Segments | piling HK$'000 (Unaudited) | investment HK$'000 (Unaudited) | and others HK$'000 (Unaudited) | Total HK$'000 (Unaudited) |
Revenue from contracts with customers External customers | 1,009,389 | - | - | 1,009,389 |
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements
5. OTHER INCOME AND GAINS
Six months ended 30 June
2025 HK$'000 (Unaudited) | 2024 HK$'000 (Unaudited) | |
Interest income | 14,266 | 14,380 |
Scrap sales | 3,560 | 2,482 |
Sale of site facilities | - | 4,200 |
Insurance claim | - | 1,287 |
Subsidy income* | 66 | - |
Foreign exchange gains, net | 233 | 8 |
Write-back of impairment of trade receivables | 785 | 76 |
Others | 214 | 250 |
Total | 19,124 | 22,683 |
* There are no unfulfilled conditions or contingencies relating to this income.
PROFIT BEFORE TAX
The Group's profit before tax is arrived at after charging/(crediting):
Six months ended 30 June
2025
HK$'000
(Unaudited)
2024
HK$'000
(Unaudited)
Depreciation of property, plant and equipment
25,725
28,930
Depreciation of right-of-use assets
7,930
7,575
Loss on disposal and write-off of items of property, plant and equipment*
430
982
Impairment of financial and contract assets:
Write-back of impairment of trade receivables*
(785)
(76)
Impairment of contract assets*
23
109
Foreign exchange differences, net*
(233)
(8)
* These amounts are included in "Other income and gains" or "Other expenses, net" in the consolidated statement of profit or loss.
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements
7. INCOME TAX
Hong Kong profits tax has been provided at the rate of 16.5% (2024: 16.5%) on the estimated assessable profits arising in Hong Kong during the period, except for one subsidiary of the Group which is a qualifying entity under the two-tiered profits tax rates regime. The first HK$2,000,000 (2024: HK$2,000,000) of assessable profits of this subsidiary are taxed at 8.25% (2024: 8.25%) and the remaining assessable profits of this subsidiary are taxed at 16.5% (2024: 16.5%). Taxes on profits assessable elsewhere in the People's Republic of China (the "PRC") have been calculated at the applicable tax rates prevailing in the areas in which the Group operates.
Six months ended 30 June
Current:
Provision for tax in respect of profit for the period: PRC:
Hong Kong
2025
HK$'000
(Unaudited)
1,790
2024
HK$'000
(Unaudited)
2,238
Elsewhere
-
8
1,790
2,246
Deferred tax
(1,969)
(2,577)
Total tax credit for the period
(179)
(331)
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements
8. DIVIDENDS
Six months ended 30 June
2025
HK$'000
(Unaudited)
67,321
2024
Interim dividend - HK$0.02 (2024: HK$0.01) per ordinary share
HK$'000
(Unaudited)
33,660
Notes:
A final dividend of HK$0.025 per ordinary share, totaling approximately HK$84,151,000, for the year ended 31 December 2024 was approved in the Company's Annual General Meeting on 26 May 2025 and was paid on 24 June 2025.
An interim dividend in respect of six months ended 30 June 2025 of HK$0.02 per ordinary share, amounting to approximately HK$67,321,000 was approved at the board meeting on 20 August 2025. The interim dividend has not been recognised as a liability in the unaudited condensed interim financial statements.
EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY
The calculation of the basic earnings per share amount is based on the profit for the period attributable to ordinary equity holders of the Company of HK$34,141,000 (2024: HK$10,704,000), and the number of ordinary shares of 3,366,035,709 (2024: 3,366,035,709) in issue during the period.
No adjustment has been made to the basic earnings per share amount presented for the periods ended 30 June 2025 and 2024 in respect of a dilution as the impact of the share options did not have a dilutive effect on the basic earnings per share amount presented.
PROPERTY, PLANT AND EQUIPMENT
During the period, the Group acquired property, plant and equipment with a cost of HK$3,632,000 (2024: HK$19,894,000). Property, plant and equipment with a net carrying amount of HK$443,000 were disposed of and written off by the Group during the six months ended 30 June 2025 (2024: HK$1,161,000) resulting in a net loss on disposal and written off of HK$430,000 (2024: loss of HK$982,000).
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements
11. TRADE RECEIVABLES
The Group has established credit policies that follow local industry standards. The average normal credit periods offered to trade customers are within 30 days, and are subject to periodic review by management. In view of the aforementioned and the fact that the Group's trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. The Group does not hold any collateral or other credit enhancements over its trade receivable balances. Trade receivables are non-interest-bearing.
As at 30 June | As at 31 December | |
2025 HK$'000 (Unaudited) | 2024 HK$'000 (Audited) | |
Trade receivables | 215,969 | 149,703 |
Impairment | (756) | (1,541) |
Net carrying amount | 215,213 | 148,162 |
An ageing analysis of the trade receivables as at the end of the reporting period, based on the invoice date and net of loss allowance, is as follows:
As at 30 June | As at 31 December | |
2025 HK$'000 (Unaudited) | 2024 HK$'000 (Audited) | |
Within 90 days | 211,714 | 147,078 |
91 to 180 days | 2,851 | 432 |
181 to 365 days | - | - |
Over 365 days | 648 | 652 |
Total | 215,213 | 148,162 |
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements
12. TRADE AND RETENTION PAYABLES, ACCRUALS AND PROVISION
An ageing analysis of the trade payables as at the end of the reporting period, based on the invoice date, is as follows:
As at 30 June | As at 31 December | |
2025 HK$'000 (Unaudited) | 2024 HK$'000 (Audited) | |
Trade payables: Within 90 days | 220,784 | 252,951 |
91 to 180 days | 196 | 180 |
Over 180 days | 24 | 23 |
Total trade payables | 221,004 | 253,154 |
Retention payables | 52,924 | 49,435 |
Accruals | 199,621 | 186,175 |
Provision | 28,458 | 26,307 |
Total | 502,007 | 515,071 |
Trade payables are normally settled on 90-day terms. For retention payables in respect of construction contracts, the due dates are normally within one year after the completion of the construction work.
As at 30 June 2025, retention payables, amounting to HK$48,582,000 (31 December 2024: HK$41,197,000) were expected to be repayable within twelve months after the end of the reporting period.
13. SHARE CAPITAL
Authorised:
6,000,000,000 ordinary shares of HK$0.10 each
Issued and fully paid:
3,366,035,709 ordinary shares of HK$0.10 each
As at 31 December
As at 30 June
2025
HK$'000
(Unaudited)
600,000
336,603
2024
HK$'000
(Audited)
600,000
336,603
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements
14. CONTINGENT LIABILITIES
At the end of the reporting period, contingent liabilities not provided for in the unaudited condensed interim financial statements were as follows:
As at 30 June | As at 31 December | |
2025 HK$'000 (Unaudited) | 2024 HK$'000 (Audited) | |
Guarantees in respect of performance bonds in relation to construction projects | 287,509 | 354,156 |
COMMITMENTS
The Group had the following contractual commitments at the end of the reporting period:
As at 30 June
As at 31 December
2025
2024
HK$'000
HK$'000
Property, plant and equipment
(Unaudited)
2,760
(Audited)
2,431
RELATED PARTY TRANSACTIONS AND BALANCES
Save as disclosed elsewhere in the unaudited condensed interim financial statements, the Group had the following transactions and balances with related parties:
For the period ended 30 June 2025, compensation to key management personnel of the Group amounted to HK$22,208,000 (period ended 30 June 2024: HK$22,181,000).
As at 30 June 2025, included in contract assets is an amount due from Tysan Building Construction Company Limited ("TBC"), of HK$236,000 (31 December 2024: HK$236,000). TBC is controlled by Mr. Fung Chiu Chak, Victor, an executive director of the Company.