TOM : 2025 Interim Report

2025

INTERIM REPORT

TOM Group Limited

Incorporated in the Cayman Islands with Limited Liability

(Stock Code: 2383)

Contents

1

2 Definitions

1. Corporate Information

2. Chairman's Statement

3. Management's Discussion and Analysis

14 Independent Review Report

15 Condensed Consolidated Interim Financial Information

23 Notes to the Condensed Consolidated Interim Financial Information

47 Disclosure of Interests

51 Corporate Governance

1. Other Information

2. Information for Shareholders

Disclaimer

If there is any inconsistency or conflict between the English and the Chinese versions, the English version shall prevail.

Definitions

2

"Associate(s)" has the meaning ascribed to it in the Listing Rules

"B2B" means business-to-business

"B2C" means business-to-consumer

"Board" means the board of Directors

"China Post" means China Post Group Corporation Limited*, a state-owned enterprise of the People's Republic of China, and its subsidiaries

"China Post HK" means Telpo Philatelic Company Limited, a company

incorporated under the laws of Hong Kong and a subsidiary of China Post

"CKH" means Cheung Kong (Holdings) Limited, a company incorporated in Hong Kong with limited liability, whose listing status on the Stock Exchange was replaced by CKHH on 18 March 2015

"CKHH" means CK Hutchison Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange on 18 March 2015 (Stock Code: 0001)

"Company" or "TOM" means TOM Group Limited, an exempted company

incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2383)

"Corporate Governance Code" means the Corporate Governance Code sets out in Appendix

C1 to the Listing Rules

"Director(s)" means the director(s) of the Company

"ESG" means environmental, social and governance "Group" or "TOM Group" means the Company and its subsidiaries

"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China

Definitions

3

"HWL" means Hutchison Whampoa Limited, a company incorporated in Hong Kong with limited liability, which was listed on the Stock Exchange until it was privatised in June 2015

"Listing Rules" means the Rules Governing the Listing of Securities on the Stock Exchange

"Main Board" means the main board of the Stock Exchange

"Mainland China" means for the purpose of the segment differentiation of this

report, the People's Republic of China, excluding coverage of Hong Kong, Macau Special Administrative Region and Taiwan region

"Media Business" means two reportable operating segments of Publishing

Group and Advertising Group

"MioTech" means Mioying Holdings Inc., a company incorporated in the Cayman Islands with limited liability

"Model Code" means Model Code for Securities Transactions by Directors of Listed Issuers contained in Appendix C3 to the Listing Rules

"SFO" means the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

"Stock Exchange" means The Stock Exchange of Hong Kong Limited

"Technology Platform and Investments"

means two reportable operating segments of E-Commerce Group and Mobile Internet Group; and investments in Fintech and Advanced Data Analytics sectors; Social Network Group is reported in the current period as discontinued operations. Further details of the discontinued operations are set out in note 11 to the condensed consolidated interim financial information

"Ule" or "Ule Group" means Ule Holdings Limited or Ule Holdings Limited and

its subsidiaries, a material associate of the Company which undertakes an e-commerce/supply chain business in Mainland China and from time to time raises funds for its growing business

"WeLab" means WeLab Holdings Limited, a BVI business company incorporated in the British Virgin Islands with limited liability

* For identification purposes only

Corporate Information

4

Board of Directors

Chairman

Frank John Sixt

Executive Director

Yeung Kwok Mung

Non-executive Directors Chang Pui Vee, Debbie Lee Pui Ling, Angelina

Independent Non-executive Directors

James Cheng-Jee Sha Fong Chi Wai, Alex Chan Tze Leung

Alternate Director

Lai Kai Ming, Dominic

(Alternate to Frank John Sixt)

Company Secretary

Man Tak Cheung

Authorised Representatives

Yeung Kwok Mung Man Tak Cheung

Auditor

PricewaterhouseCoopers

(Certified Public Accountants and Registered PIE Auditor)

Audit Committee

Fong Chi Wai, Alex (Committee Chairman)

James Cheng-Jee Sha Lee Pui Ling, Angelina Chan Tze Leung

Remuneration Committee

Fong Chi Wai, Alex (Committee Chairman)

Frank John Sixt Chan Tze Leung

Nomination Committee

James Cheng-Jee Sha (Committee Chairman)

Frank John Sixt Chan Tze Leung

Sustainability Committee

Yeung Kwok Mung (Committee Chairman)

Fong Chi Wai, Alex Man Tak Cheung

Principal Bankers

The Hongkong and Shanghai Banking Corporation Limited

Industrial and Commercial Bank of China (Asia) Limited

Bank of China (Hong Kong) Limited DBS Bank Ltd., Hong Kong Branch Citibank, N.A., Hong Kong Branch United Overseas Bank Limited

Bank of America, N.A. Hang Seng Bank Limited

Standard Chartered Bank (Hong Kong) Limited

Chairman's Statement

5

For the six months ended 30 June 2025, TOM Group remained focused on growth opportunities including our investments in China rural e-commerce/supply chain, fintech and advanced data analytics. We also divested a loss-making operation to enhance return to shareholders.

Elevated geopolitical tensions, trade barriers and policy uncertainties continued to affect overall economic activity and consumer confidence in the first half of 2025. Despite these headwinds, the Group's consolidated revenue from continuing operations increased 1.1% to HK$339 million. Gross revenue from the Group's Media Business and Technology Platform and Investments was HK$336 million and HK$3 million respectively. Gross profit increased from HK$139 million to HK$145 million and gross profit margin increased from 41.5% to 42.7%.

The Group's loss for the period from continuing operations attributable to shareholders narrowed by 31% from HK$139 million in the first half of 2024 to HK$96 million. The reduced loss reflected lower finance cost and increased share of profit from associated companies, compared to share of losses from associated companies reported in the first half of 2024. The Group's profit before net finance costs and taxation from continuing operations was HK$6 million, compared to a loss of HK$19 million in the same period last year.

Ule, the Group's investment in E-Commerce business with China Post, achieved growth in the rural e-commerce business with a focus on supply chain innovation. Net profit of Ule was RMB23 million in the period under review, compared to a loss of RMB33 million in the same period last year.

The Publishing Group in Taiwan maintained its leading market position. Amidst headwinds in consumer spending and business activities, the Publishing Group achieved gross revenue of HK$327 million and a segment profit of HK$19 million for the period. Acknowledging the ongoing difficulties in Taiwanese publishing markets, the Group will pursue growth and development by diversifying revenue streams and accelerating digital integration within the business.

Considering the resource efficiencies and capital allocation, among other factors, the Group disposed of Pixnet, the Group's social media business, in the period.

Going forward, management will selectively pursue growth opportunities while maintaining stable performances in our businesses. The Group will also maintain a prudent financial profile by closely monitoring operating and capital expenditures and investments, and implementing disciplined cash flow and working capital management.

I would like to take this opportunity to thank our shareholders, business partners, the management and all our dedicated staff for their contributions to the Group.

Frank John Sixt

Chairman

Hong Kong, 5 August 2025

Financial Highlights

For the six months ended

	30 June 2025 HK$'000	30 June 2024 HK$'000 (Restated)
Continuing Operations:
Consolidated revenue	338,692	334,917
Profit/(loss)(1) before net finance costs and taxation	5,722	(18,804)
Loss attributable to equity holders of the Company
- before discontinued operations	(95,663)	(138,676)
- after discontinued operations(2)	(98,698)	(145,414)
Total comprehensive expense attributable to
equity holders of the Company - before discontinued operations	(49,869)	(243,157)
- after discontinued operations	(54,699)	(249,465)

Loss per share (HK cents)

• before discontinued operations

• after discontinued operations

(3.50)

(3.67)

(2.42)

(2.49)

(1,696,236)

Net liabilities (1,551,841)

1. Being profit/(loss) before net finance costs and taxation (including share of results of investments accounted for using the equity method)

2. On 31 May 2025, the Group disposed of its entire interests in subsidiaries engaging in social media business in Taiwan. As a result, the Social Network Group is reported in the current period as discontinued operations. The loss from discontinued operations attributable to equity holders of the Company amounted to HK$3,035,000 (2024: HK$6,738,000). Certain of the comparative figures have been reclassified in order to disclose the discontinued operations separately from the continuing operations.

   BUSINESS REVIEW

   In the first half of 2025, persistent geopolitical risks and rising global trade tensions created onerous economic uncertainties for the business landscape across the Greater China region. During the review period, TOM Group continued its commitment in driving revenue growth while prioritising operational efficiencies and cost optimisation to enhance overall performance. Gross revenue from the Group's Media Business was HK$336 million with a segment profit of HK$19 million. Gross revenue from the Group's Technology Platform and Investments was HK$3 million with a segment profit of HK$9 million including a write-back from E-commerce operations during the review period.

   Media Business

   Cite, TOM Group's publishing arm in Taiwan, is a market leader in the publishing and media industry. During the review period, Cite continued to innovate by embracing digital transformation including AI-powered initiatives, exploring new revenue models, adapting to digital formats and distribution channels, as well as fostering collaborations in order to stay ahead in a fragmented and competitive market. Cite delivered a gross revenue of HK$327 million with a segment profit of HK$19 million during the reporting period.

   Our Advertising Group in Mainland China reported a gross revenue of HK$9 million with segment loss of HK$0.6 million during the review period.

   Technology Platform and Investments

   Pixnet is a user-generated content and media platform in Taiwan. Since joining TOM Group in 2007, Pixnet has achieved many milestones through the collective efforts of our dedicated team. As the digital landscape continues to transform, driven by shifts in market demand, user behaviour, and advancements in internet-based business models, Pixnet's core operational services have fulfilled their strategic objectives over the years.

   In May 2025, a private company founded by a group of advertising and marketing gurus in Taiwan, signed an agreement with TOM Group to acquire all shares of Pixnet. The Group believes that the transaction will bring mutual benefits to both signing parties, as well as facilitating Pixnet's future growth riding on its potential synergies with the new company. Moving forward, TOM Group remains committed to aligning our operations with emerging opportunities and will continue to devote our resources to support and facilitate the development of Cite Publishing's business in Taiwan.

   TOM Group invested in WeLab, a leading pan-Asian fintech platform, in 2014. WeLab operates two digital banks as well as multiple online financial services in Hong Kong, Mainland China, and Indonesia. With over 70 million users, WeLab has facilitated and originated over US$15 billion of loans. WeLab uses game-changing technology to help customers access credit, save money, and enjoy their financial journey. Powered by proprietary risk management technology, patented privacy computing techniques, and advanced AI capabilities, WeLab offers mobile-based consumer financing solutions and digital banking services to retail individuals and technology solutions to enterprise customers. WeLab operates in three markets under multiple brands, including WeLend and WeLab Bank in Hong Kong, various business lines in Mainland China, and Bank Saqu in Indonesia. WeLab Bank is named the "Best Digital Bank - Hong Kong" and "Best Bank for Financial Inclusion - Hong Kong" by FinanceAsia and recognised globally as "Hong Kong's Best Digital Bank for Consumers" by Euromoney. It is also one of the first fully licensed digital banks in Asia. WeLab's Indonesia digital bank, Bank Saqu, continues to be a key focus, highlighted by strong momentum - attracting 2.5 million customers within 1.5 years of launch. As at 30 June 2025, TOM Group owns 7.94% in WeLab on an issued basis.

   In March 2020, TOM Group invested in MioTech which is a sustainability data and software provider in Asia. As at 30 June 2025, TOM Group owns 6.22% of MioTech on an issued basis.

   Ule, the Group's investment in E-Commerce business with China Post, achieved growth in the rural e-commerce business with a focus on supply chain innovation.

   For the six months ended 30 June 2025, the Group recorded a revenue to HK$339 million with a gross profit margin of 42.7%. Profit before net finance costs and taxation from continuing operations was HK$6 million. Loss from continuing operations attributable to shareholders was HK$96 million, primarily due to finance costs.

   Going forward, TOM Group will maintain its commitment to agility and disciplined oversight in managing operations and investments across the Greater China region. We will further strengthen our focus on AI-powered solutions to drive innovation and operational efficiency, and at the same time, accelerate digital business development to capitalise on emerging market opportunities and fuel sustained growth.

   Group Capital Resources and Other Information

   As at 30 June 2025, TOM Group had cash and bank balances, excluding pledged deposits, of approximately HK$495 million. A total of HK$4,520 million financing facilities were available, of which HK$3,980 million or 88.1% had been utilised as at 30 June 2025, to finance the Group's investments, capital expenditures and for working capital purposes.

   The principal of the total borrowings of TOM Group amounted to approximately HK$3,980 million as at 30 June 2025, which are denominated in Hong Kong dollar. The borrowings included long-term bank loans of approximately HK$3,980 million. All bank loans borne floating interest rates. The gearing ratio (Total principal amount of bank borrowings/(Total principal amount of bank borrowings + Deficit)) of TOM Group was 174.3% as at 30 June 2025, compared to 175.6% as at 31 December 2024.

   As at 30 June 2025, the Group had net current assets of approximately HK$287 million, compared to approximately HK$233 million as at 31 December 2024. The current ratio (Current assets/Current liabilities) of TOM Group as at 30 June 2025 was 1.54, compared to 1.44 as at 31 December 2024. The Group recorded net liabilities of approximately HK$1,696 million as at 30 June 2025, compared to HK$1,664 million as at 31 December 2024. Net cash outflow from operating activities after interest and taxation paid was HK$43 million, narrowed from HK$62 million in the same period last year as a result of the decreased borrowings interest rates. Net cash outflow from investing activities was HK$46 million, compared to HK$32 million in the same period last year, which was mainly due to cash inflow from maturity of short-term bank deposit in the first half of 2024.

   Profit/(Loss) before Net Finance Costs and Taxation

   Despite macroeconomic headwinds, including heightened geopolitical tensions, trade barriers, policy uncertainty, and economic complexities, the Group demonstrated resilience. Revenue from continuing operations for the period reached HK$339 million, with profit before net finance costs and taxation of HK$6 million, compared to a loss of HK$19 million in the same period last year. This is primarily due to the write-back of long-aged payables and increased share of profits from associated companies in the period under review.

   Considering the resource efficiency and capital allocation, among other factors, the Group disposed of Pixnet, the Group's social media business, in the period. The entire interests in Pixnet was disposed of and a loss on disposal of approximately HK$1 million was recorded in May 2025. The discontinued operations recorded gross revenue of approximately HK$6 million and loss for the period of approximately HK$4 million, which included a loss on disposal of Pixnet of approximately HK$1 million.

   Loss Attributable to Equity Holders of the Company

   The Group's loss attributable to equity holders of the Company, before and after discontinued operations, were HK$96 million and HK$99 million respectively.

   Charges on Group Assets

   As at 30 June 2025, the Group had restricted cash amounting to HK$5 million, being bank deposits mainly pledged in favour of certain publishing distributors as retainer fee for potential sales return, and banks as security for credit card and advance receipt in Taiwan.

   Contingent Liabilities

   As at 30 June 2025, the Group had no significant contingent liabilities.

   Significant Investments

   As at 30 June 2025, details of significant investments (with individual investment value of 5 per cent or more of the Group's total assets) held by the Group were set out as follows:

   	Number
   	of shares	Interests			Total	Carrying value
   	held by	held on	Investment	Carrying	assets of	to total assets
   Nature of investments	the Group	issued basis	cost	value	the Group	of the Group
   			HK$	HK$	HK$
   (i) Ule - Ordinary shares	437,310,730	22.39%	94,251,000	367,419,000	2,886,190,000	12.73%
   (ii) WeLab - Preferred shares	4,041,466	7.94%	303,277,000	689,759,000	2,886,190,000	23.90%

   1. Investment in Ule

      The Group recorded investment in Ule as "investment accounted for using the equity method". The principal business of Ule is investment holding. The subsidiaries of Ule principally undertake an e-commerce/supply chain business which focuses on owning and operating the mobile and internet-based e-marketplaces in rural areas of Mainland China.

      During the six months ended 30 June 2025, share of operating profit of HK$5,419,000 in the condensed consolidated interim income statement has been recorded by the Group for its investment in Ule. No dividend has been received from the investment in Ule during the six months ended 30 June 2025.

      The investment in Ule represents an opportunity to sustainable growth of the Group and to continue its business strategy of becoming a leading investor in the e-commerce/supply chain business in rural areas of Mainland China.

   2. Investment in WeLab

The Group recorded investment in WeLab as "financial asset at fair value through other comprehensive income". WeLab is a leading pan-Asian fintech company and one of the first fully licensed digital banks established in Asia.

During the six months ended 30 June 2025, unrealised loss of HK$46,000 on revaluation of the investment in WeLab has been recorded by the Group. No realised gain or dividend has been received from this investment.

The Group believes that the investment in WeLab will create synergies with the Group's other technology related businesses.

The above significant investments and other various investment portfolios of the Group are in line with the Group's strategy to focus on high growth potential sectors such as e-commerce/ supply chain, fintech and advanced data analytics.

Subsequent Events

There is no subsequent event after the reporting period which has material impact to the condensed consolidated interim financial information of the Group.

Foreign Exchange Exposure

The Group's operations principally locate in Mainland China and Taiwan, with transactions and related working capital denominated in Renminbi and New Taiwan dollar respectively. In general, it is the Group's policy for each operating entity to borrow in their local currencies, where necessary, to minimise currency risk. Overall, the Group is not exposed to significant foreign exchange risk; however, the Group will monitor this risk on an ongoing basis.

Employee Information

As at 30 June 2025, TOM Group had approximately 1,000 full-time employees. For the first six months of the year, employee costs, including Directors' emoluments, amounted to HK$146 million. The Group's employment and remuneration policies remained the same as detailed in the Annual Report for the year ended 31 December 2024.

Past Performance and Forward-looking Statements

The performance and the results of the operations of the Group contained in this 2025 Interim Report are historical in nature, and past performance is no guarantee of the future results of the Group. Any forward-looking statements and opinions contained within this 2025 Interim Report are based on current plans, estimates and projections, and therefore involve risks and uncertainties. Actual results may differ materially from expectations discussed in such forward-looking statements and opinions. The Group, the Directors, employees and agents of the Group assume (a) no obligation to correct or update the forward-looking statements or opinions contained in this 2025 Interim Report; and (b) no liability in the event that any of the forward-looking statements or opinions do not materialise or turn out to be incorrect.

Corporate Strategy

The principal objective of the Company is to enhance long-term total return for all its stakeholders. To achieve this objective, the Group focuses on achieving recurring and sustainable earnings and cash flow without compromising the Group's financial strength and stability. The Group executes disciplined management of revenue growth, margin and costs, capital and investments to return ratio targets, earnings and cash flow accretive merger and acquisition activities, as well as organic growth in sectors or geographic areas where the Group has management experience and resources. The Chairman's Statement, and Management Discussion and Analysis contained on pages 5 to 13 in this Interim Report include discussions and analyses of the Group's performance, the basis on which the Group generates and preserves value in the longer term and delivers the Group's objectives. The Group also focuses on sustainability and delivering business solutions that support social and environmental challenges. Further information on the sustainability initiatives of the Group and its key relationships with stakeholders can also be found in the standalone Sustainability Report of the Group.

Sustainability

The key sustainability mission of the Group is to create long-term value for all stakeholders by aligning its sustainability goals with the strategic development of its businesses. The collaborative approach of the Group supports the United Nations Sustainable Development Goals in building sustainable and inclusive societies while engaging in responsible and ethical business actions with all its stakeholders.

The sustainability governance structure of the Group has established a solid foundation for upholding its sustainability commitment. This structure is deeply integrated throughout the Group, including the Board, the Sustainability Committee and business units. It provides the Group with comprehensive guidance on executing sustainability strategies, establishing goals, setting targets and implementing reporting processes. Moreover, it fosters robust stakeholder relationships and ensures accountability across all business operations.

The sustainability approach and priorities of the Group are built upon four sustainability pillars -Business, People, Environment and Community. Each pillar is supported by corresponding Group policies, leadership and collective efforts across the entire business.

Disclaimer:

Non-GAAP measures

Certain non-GAAP (generally accepted accounting principles) measures, such as profit/(loss) before net finance costs and taxation including share of results of investments accounted for using the equity method, and segment profit/(loss) are used for assessing the Group's performance. These non-GAAP measures are not expressly permitted measures under GAAP in Hong Kong and may not be comparable to similarly titled measures for other companies. Accordingly, such non-GAAP measures should not be considered as an alternative to operating income as an indicator of the operating performance of the Group or as an alternative to cash flows from operating activities as a measure of liquidity. The use of non-GAAP measures is provided solely to enhance the overall understanding of the Group's current financial performance. Additionally, since the Group has historically reported certain non-GAAP results to investors, it is considered the inclusion of non-GAAP measures provides consistency in the Group's financial reporting.

14

Independent Review Report

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION TO THE BOARD OF DIRECTORS OF TOM GROUP LIMITED

(incorporated in the Cayman Islands with limited liability)

Introduction

We have reviewed the interim financial information set out on pages 15 to 46, which comprises the condensed consolidated interim statement of financial position of TOM Group Limited (the "Company") and its subsidiaries (together, the "Group") as at 30 June 2025 and the condensed consolidated interim income statement, the condensed consolidated interim statement of comprehensive income, the condensed consolidated interim statement of changes in equity and the condensed consolidated interim statement of cash flows for the six-month period then ended, and selected explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 "Interim Financial Reporting" as issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA"). The directors of the Company are responsible for the preparation and presentation of this interim financial information in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" as issued by the HKICPA. Our responsibility is to express a conclusion on this interim financial information based on our review and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

Scope of Review

We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" as issued by the HKICPA. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim financial information of the Group is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" as issued by the HKICPA.

PricewaterhouseCoopers

Certified Public Accountants

Hong Kong, 5 August 2025

Condensed Consolidated Interim Income Statement

For the six months ended 30 June 2025

Unaudited

Six months ended 30 June

	Note	2025 HK$'000	2024 HK$'000 (Restated)
Continuing operations Revenue	5	338,692	334,917
Cost of sales		(193,973)	(196,050)
Selling and marketing expenses		(55,722)	(54,274)
Administrative expenses		(34,333)	(34,463)
Other operating expenses, net	6	(56,314)	(63,578)
Other (losses)/gains, net	7	(62)	155
		(1,712)	(13,293)
Share of profits less losses of investments accounted for using the equity method	17	7,434	(5,511)
Profit/(loss) before net finance costs and taxation	8	5,722	(18,804)
Finance income		1,226	1,858
Finance costs		(93,428)	(112,151)
Finance costs, net	9	(92,202)	(110,293)
Loss before taxation		(86,480)	(129,097)
Taxation	10	(4,503)	(6,148)
Loss for the period from continuing operations		(90,983)	(135,245)
Discontinued operations Loss for the period from discontinued operations	11	(3,689)	(8,214)
Loss for the period		(94,672)	(143,459)

Condensed Consolidated Interim Income Statement

For the six months ended 30 June 2025

Unaudited

Six months ended 30 June

	Note	2025 HK$'000	2024 HK$'000 (Restated)
(Loss)/profit for the period attributable to: - Non-controlling interests		4,026	1,955
- Equity holders of the Company		(98,698)	(145,414)
		(94,672)	(143,459)
Loss for the period attributable to equity holders of
the Company - From continuing operations		(95,663)	(138,676)
- From discontinued operations		(3,035)	(6,738)
		(98,698)	(145,414)
Loss per share attributable to equity holders of
the Company during the period Basic and diluted 13 From continuing operations From discontinued operations		HK(2.42) cents HK(0.07) cents HK(2.49) cents	HK(3.50) cents HK(0.17) cents HK(3.67) cents

Condensed Consolidated Interim Statement of Comprehensive Income

For the six months ended 30 June 2025

Unaudited

Six months ended 30 June

	2025 HK$'000	2024 HK$'000 (Restated)
Loss for the period	(94,672)	(143,459)
Other comprehensive income/(expense) for the period, net of tax - Item that will not be reclassified to income statement: Revaluation surplus/(deficit) of financial assets at
fair value through other comprehensive income	405	(94,436)
- Items that may be reclassified to income statement: Exchange translation differences	62,050	(23,485)
Release of exchange reserve upon disposal of subsidiaries	(111)	-
		61,939	(23,485)
		62,344	(117,921)
Total comprehensive expense for the period		(32,328)	(261,380)
Total comprehensive (expense)/income for the period attributable to:
- Non-controlling interests		22,371	(11,915)
- Equity holders of the Company		(54,699)	(249,465)
Total comprehensive expense for the period
attributable to equity holders of the Company:
- From continuing operations		(49,869)	(243,157)
- From discontinued operations		(4,830)	(6,308)
		(54,699)	(249,465)

Condensed Consolidated Interim Statement of Financial Position

As at 30 June 2025
	Note	Unaudited 30 June 2025 HK$'000	Audited 31 December 2024 HK$'000
ASSETS AND LIABILITIES Non-current assets Fixed assets	14	42,891	44,519
Right-of-use assets		69,043	72,987
Investment properties		17,331	16,854
Goodwill	15	501,910	501,839
Other intangible assets	16	155,074	139,541
Investments accounted for using the equity method	17	371,177	364,819
Financial assets at fair value through other comprehensive income		827,284	825,105
Deferred tax assets		64,358	59,154
Pension assets		6,284	5,340
Other non-current assets	18	7,885	7,225
		2,063,237	2,037,383
Current assets Inventories		99,101	90,568
Trade and other receivables	19	223,586	219,555
Restricted cash	20	5,380	5,382
Cash and cash equivalents		494,886	448,325
		822,953	763,830
Current liabilities Trade and other payables	21	493,468	488,556
Taxation payable		20,138	20,848
Lease liabilities - current portion		22,149	21,228
		535,755	530,632
Net current assets		287,198	233,198
Total assets less current liabilities		2,350,435	2,270,581

Condensed Consolidated Interim Statement of Financial Position

As at 30 June 2025
		Unaudited	Audited
		30 June	31 December
		2025	2024
	Note	HK$'000	HK$'000
Non-current liabilities
Deferred tax liabilities		19,983	20,015
Long-term bank loans - non-current portion	22	3,974,837	3,857,397
Lease liabilities - non-current portion		51,851	56,321
Pension obligations		-	744
		4,046,671	3,934,477
Net liabilities		(1,696,236)	(1,663,896)
EQUITY
Equity attributable to the Company's equity
holders
Share capital	23	395,852	395,852
Deficits		(2,402,568)	(2,347,641)
Own shares held		(6,244)	(6,244)
		(2,012,960)	(1,958,033)
Non-controlling interests		316,724	294,137
Total deficit		(1,696,236)	(1,663,896)

20

Condensed Consolidated Interim Statement of Changes in Equity

For the six months ended 30 June 2025

Unaudited

Attributable to equity holders of the Company

Condensed Consolidated Interim Financial Information

capital	held	premium	reserve reserve	reserve income reserve	reserve	reserve	reserve	losses deficits	interests	deficit
HK$'000	HK$'000	HK$'000	HK$'000 HK$'000	HK$'000 HK$'000	HK$'000	HK$'000	HK$'000	HK$'000 HK$'000	HK$'000	HK$'000

Fair value

TOM Group Limited Interim Report 2025

Share

Own shares

Share

Capital

Capital redemption

General

through other comprehensive

Properties revaluation

Exchange

Other

Accumulated

Total shareholders'

Non-controlling

Total

Balance at 1 January 2025 Comprehensive income: Loss for the period Other comprehensive income: Revaluation surplus/(deficit) of financial assets at fair value through other comprehensive income Exchange translation differences Release of exchange reserve upon disposal of subsidiaries Total comprehensive (expense)/income for the period ended 30 June 2025 Transactions with equity holders: Relating to disposal of subsidiaries: - Waiver of receivable from non-wholly owned subsidiaries - Release of reserve and derecognition of non-controlling interests Transactions with equity holders Balance at 30 June 2025	395,852 (6,244) 3,744,457 (75,210) 776 90,455 259,788 14,625 630,360 6,096 (7,018,988) (1,958,033) 294,137 (1,663,896)
	- - - - - - - - - - - - 766 - - - - - - - - - - - - - - - - - - - 766 - - (228) - - - - - - - (2,219) - - - (228) - (2,219) -395,852 (6,244) 3,744,457 (75,438) 776 88,236 260,554	- - - (98,698) (98,698) - - - 766 - 43,325 - - 43,325 - (92) - - (92) - 43,233 - (98,698) (54,699) - - - (228) - - 2,219 - - - 2,219 (228) 14,625 673,593 6,096 (7,115,467) (2,012,960)	4,026 (94,672) (361) 405 18,725 62,050 (19) (111) 22,371 (32,328) 228 - (12) (12) 216 (12) 316,724 (1,696,236)

Condensed Consolidated Interim Statement of Changes in Equity

For the six months ended 30 June 2025

Unaudited

21

Condensed Consolidated Interim Financial Information

TOM Group Limited Interim Report 2025

Attributable to equity holders of the Company

	Share capital		Own shares held		Share premium		Capital reserve		Capital redemption reserve		General reserve	Fair value through other comprehensive income reserve		Properties revaluation reserve		Exchange reserve		Other reserve		Accumulated losses		Total shareholders' deficits		Non-controlling interests		Total deficit
	HK$'000		HK$'000		HK$'000		HK$'000		HK$'000		HK$'000	HK$'000		HK$'000		HK$'000		HK$'000		HK$'000		HK$'000		HK$'000		HK$'000
Balance at 1 January 2024	395,852		(6,244)		3,744,457		(75,210)		776		90,307	347,623		14,625		654,837		6,096		(6,768,543)		(1,595,424)		304,963		(1,290,461)
Comprehensive income: Loss for the period Other comprehensive income:	-		-		-		-		-		-	-		-		-		-		(145,414)		(145,414)		1,955		(143,459)
Revaluation deficit of financial assets
at fair value through other
comprehensive income	-		-		-		-		-		-	(87,710)		-		-		-		-		(87,710)		(6,726)		(94,436)
Exchange translation differences	-		-		-		-		-		-	-		-		(16,341)		-		-		(16,341)		(7,144)		(23,485)
Total comprehensive expense for the period ended 30 June 2024	-		-		-		-		-		-	(87,710)		-		(16,341)		-		(145,414)		(249,465)		(11,915)		(261,380)
Balance at 30 June 2024	395,852		(6,244)		3,744,457		(75,210)		776		90,307	259,913		14,625		638,496		6,096		(6,913,957)		(1,844,889)		293,048		(1,551,841)

Condensed Consolidated Interim Financial Information Condensed Consolidated Interim Statement of Cash Flows

For the six months ended 30 June 2025

22

Unaudited

Six months ended 30 June

	Note	2025 HK$'000	2024 HK$'000
Cash flows from operating activities Net cash inflow from operations		45,179	46,843
Interest paid		(80,245)	(96,563)
Overseas taxation paid		(7,571)	(11,866)
Net cash used in operating activities		(42,637)	(61,586)
Cash flows from investing activities Capital expenditures		(49,923)	(81,730)
Proceeds from disposal of fixed assets		50	240
Decrease in bank deposit with original maturity over 3 months		-	43,680
Disposal of subsidiaries	11	(525)	-
Dividends received		4,679	6,183
Net cash used in investing activities		(45,719)	(31,627)
Cash flows from financing activities New bank loans	22	115,000	103,000
Loan repayments	22	-	(45,000)
Loan arrangement fee paid		(10,454)	(10,458)
Principal elements of lease payments		(10,905)	(10,656)
Decrease in restricted cash		214	447
Net cash from financing activities		93,855	37,333
Increase/(decrease) in cash and cash equivalents		5,499	(55,880)
Cash and cash equivalents at 1 January		448,325	494,551
Exchange adjustment		41,062	(16,874)
Cash and cash equivalents at 30 June		494,886	421,797

This unaudited condensed consolidated interim financial information for the six months ended 30 June 2025 has been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and applicable disclosure requirements of the Listing Rules.

The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2024, which have been prepared in accordance with Hong Kong Financial Reporting Standards.

In preparing this unaudited condensed consolidated interim financial information, the Group has taken into account all information that could reasonably be expected to be available and has ascertained that the Group has obtained adequate financial resources to support the Group to continue in operational existence for the foreseeable future. As at 30 June 2025, the Group had net liabilities of HK$1,696 million. The Group also has undrawn banking facilities guaranteed by one of its substantial shareholders. Given the availability of these undrawn banking facilities, the Group considers it will have adequate financial resources to enable it to operate and meet its liabilities and commitments as and when they fall due within the next 12 months from the end of the reporting period. Accordingly, the Group has prepared this unaudited condensed consolidated interim financial information on a going concern basis.

2 Accounting policies

The accounting policies and methods of computation used in the preparation of this unaudited condensed consolidated interim financial information are consistent with those used in 2024 annual financial statements, except for the adoption of amendments to standards which are relevant to the operations of the Group and mandatory for annual periods beginning 1 January 2025.

The adoption of these amendments to standards does not have a material impact on the Group's accounting policies.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

3 Critical accounting estimates and judgements

The preparation of this condensed consolidated interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing this condensed consolidated interim financial information, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2024.

4 Financial risk management

1. Financial risk factors

   The Group's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including cash flow interest rate risk, foreign currency risk and price risk).

   The condensed consolidated interim financial information does not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2024.

   There have been no changes in the risk management policies since the year ended 31 December 2024.

2. Fair value estimation

   The financial instruments that are measured at fair value require disclosure of fair value measurements by level of the following fair value measurement hierarchy:

   • Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

   • Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).

   • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period.

(b) Fair value estimation (Continued)

Level 1 HK$'000		Level 2 HK$'000		Level 3 HK$'000		Total HK$'000
-		-		17,331		17,331
5,701		-		821,583		827,284
5,701		-		838,914		844,615
-		-		-		-
-		-		16,854		16,854

The following table presents the Group's assets and liabilities that are measured at fair value:

As at 30 June 2025 (Unaudited) Assets

Investment properties

Financial assets at fair value through other comprehensive income ("FVOCI") - Equity securities (note)

Total assets Total liabilities

As at 31 December 2024 (Audited) Assets
Investment properties Financial assets at FVOCI
- Equity securities (note)	3,228		-		821,877		825,105
Total assets	3,228		-		838,731		841,959
Total liabilities	-		-		-		-

1. Financial risk management (Continued) (b) Fair value estimation (Continued)

   Note:

   Certain financial assets at FVOCI of HK$689,759,000 have been fair valued as at 30 June 2025 by an independent external valuer. As at 30 June 2025, the fair values of the financial assets at FVOCI were arrived by reference to the subscription price of latest round of financing of equity interests which is a significant input. Other insignificant inputs include market multiple, marketability discount, minority discount and probability of conversion scenario.

   Included in financial assets at FVOCI, the Group owns 7.94% (31 December 2024: 7.96%) equity interests in WeLab as at 30 June 2025.

   The Group has unrecognised gain on initial recognition of financial assets at FVOCI during the year ended 31 December 2023 and as at 30 June 2025 of HK$12,907,000. The unrecognised gain arose from acquisition of financial assets at FVOCI. The respective transaction price is favorable than the fair value and is not best evidence of fair value. The Company considers it is of the best interest of the shareholders for the Company to enter into the transaction. The amount is yet to be recognised in financial assets at FVOCI until the fair value of underlying financial asset is evidenced by a quoted price in an active market (that is, a Level 1 input) or based on a valuation technique that uses only data from observable markets.

   Changing unobservable inputs in Level 3 valuation to reasonable alternative assumptions would not have significant impact on the Group's profit or loss.

   There were no transfers among Level 1, Level 2 and Level 3 during the six months ended 30 June 2025. The Group's policy is to recognise transfers into/out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer.

   The following table presents the changes in Level 3 items for the period ended 30 June 2025:

   	Investment properties		Unlisted equity securities	Total
   	HK$'000		HK$'000	HK$'000
   At 1 January 2025	16,854		821,877	838,731
   Net revaluation deficit	-		(2,068)	(2,068)
   Exchange adjustment	477		1,774	2,251
   At 30 June 2025 (unaudited)	17,331		821,583	838,914

2. Segment information

   On 31 May 2025, the Group disposed of its entire interests in subsidiaries engaging in social media business in Taiwan. As a result, the Social Network Group is reported in the current period as discontinued operations. Further details of the discontinued operations are set out in note 11 to the condensed consolidated interim financial information.

   The Group has four reportable operating segments:

   Continuing operations

   • E-Commerce Group - provision of services to users using the mobile and Internet-based marketplace and provision of technical services for e-commerce/ supply chain operations.

   • Mobile Internet Group - provision of mobile Internet services, online advertising and commercial enterprise solutions.

   • Publishing Group - magazine and book publishing and circulation, sales of advertising and other related products.

   • Advertising Group - provision of media sales and marketing services.

     Discontinued operations

   • Social Network Group - provision of services of online community and social networking websites and related online advertising.

Sales between segments are carried out at arm's length.

5 Segment information (Continued)

The segment results for the six months ended 30 June 2025 are as follows:

Unaudited

Six months ended 30 June 2025

Continuing Operations

Technology Platform and Investments Media Business

Discontinued Operations

E-Commerce	Mobile Internet			Publishing	Advertising			Social Network
Group	Group	Sub-total		Group	Group	Sub-total	Total	Group	Total
HK$'000	HK$'000	HK$'000		HK$'000	HK$'000	HK$'000	HK$'000	HK$'000	HK$'000

Gross segment revenue	-	2,458	2,458	326,689	9,649	336,338	338,796	5,629	344,425
Inter-segment revenue	-	-	-	-	(104)	(104)	(104)	(296)	(400)
Net revenue from external customers	-	2,458	2,458	326,689	9,545	336,234	338,692	5,333	344,025
Timing of revenue recognition:
At a point in time	-	566	566	306,981	1,517	308,498	309,064	5,333	314,397
Over time	-	1,892	1,892	19,708	8,028	27,736	29,628	-	29,628
	-	2,458	2,458	326,689	9,545	336,234	338,692	5,333	344,025
Segment profit/(loss) before
amortisation and depreciation	8,948	356	9,304	78,936	(590)	78,346	87,650	(1,787)	85,863
Amortisation and depreciation	(1)	(414)	(415)	(59,655)	(1)	(59,656)	(60,071)	(684)	(60,755)
Segment profit/(loss)	8,947	(58)	8,889	19,281	(591)	18,690	27,579	(2,471)	25,108
Other material items:
Loss on disposal of subsidiaries	-	-	-	-	-	-	-	(1,093)	(1,093)
Share of profits less losses of investments
accounted for using the equity method	5,419	-	5,419	2,015	-	2,015	7,434	-	7,434
	5,419	-	5,419	2,015	-	2,015	7,434	(1,093)	6,341
Finance costs:
Finance income (note a)	-	317	317	3,117	84	3,201	3,518	-	3,518
Finance expenses	-	(5)	(5)	(974)	-	(974)	(979)	(103)	(1,082)
	-	312	312	2,143	84	2,227	2,539	(103)	2,436
Segment profit/(loss) before taxation	14,366	254	14,620	23,439	(507)	22,932	37,552	(3,667)	33,885
Unallocated corporate expenses									(124,032)
Loss before taxation									(90,147)
Expenditure for operating segment
non-current assets	-	27	27	49,896	-	49,896	49,923	-	49,923
Unallocated expenditure for non-current assets									239
Total expenditure for non-current assets									50,162

Note (a):

Inter-segment interest income amounted to HK$2,357,000 was included in the finance income.

5 Segment information (Continued)

The segment results for the six months ended 30 June 2024 are as follows:

Unaudited

Six months ended 30 June 2024 (Restated)

Continuing Operations

Technology Platform and Investments Media Business

Discontinued Operations

E-	Commerce Group HK$'000		Mobile Internet Group HK$'000		Sub-total HK$'000			Publishing Group HK$'000		Advertising Group HK$'000		Sub-total HK$'000		Total HK$'000		Social Network Group HK$'000		Total HK$'000
Gross segment revenue	-		2,621		2,621			327,787		4,616		332,403		335,024		7,845		342,869
Inter-segment revenue	-		-		-			-		(107)		(107)		(107)		(423)		(530)
Net revenue from external customers	-		2,621		2,621			327,787		4,509		332,296		334,917		7,422		342,339
Timing of revenue recognition: At a point in time	-		369		369			306,969		1,551		308,520		308,889		7,422		316,311
Over time	-		2,252		2,252			20,818		2,958		23,776		26,028		-		26,028
	-		2,621		2,621			327,787		4,509		332,296		334,917		7,422		342,339
Segment profit/(loss) before amortisation and depreciation	(606)		(4,970)		(5,576)			81,566		107		81,673		76,097		(7,078)		69,019
Amortisation and depreciation	(1)		(694)		(695)			(59,688)		(1)		(59,689)		(60,384)		(1,003)		(61,387)
Segment profit/(loss) (607)		(5,664)		(6,271)		21,878			106		21,984		15,713		(8,081)		7,632
Other material item: Share of profits less losses of investments accounted for using the equity method	(7,911)		-		(7,911)			2,400		-		2,400		(5,511)		-		(5,511)
Finance costs: Finance income (note a)	1		849		850			2,883		299		3,182		4,032		9		4,041
Finance expenses	-		(24)		(24)			(1,208)		-		(1,208)		(1,232)		(144)		(1,376)
	1		825		826			1,675		299		1,974		2,800		(135)		2,665
Segment profit/(loss) before taxation	(8,517)		(4,839)		(13,356)			25,953		405		26,358		13,002		(8,216)		4,786
Unallocated corporate expenses																		(142,099)
Loss before taxation																		(137,313)
Expenditure for operating segment non-current assets	-		6		6			80,180		-		80,180		80,186		1,503		81,689
Unallocated expenditure for non-current assets																		13,062
Total expenditure for non-current assets																		94,751
Note (a):

Inter-segment interest income amounted to HK$2,261,000 was included in the finance income.