Executive Summary

Hans Group Holdings Limited (“the Group”) has released its Annual Report for the year ended 31 December 2025, providing a comprehensive overview of its operational and financial performance, business strategies, risk management, and future outlook. This in-depth analysis draws out key details that are critical for shareholders and potential investors, with a focus on potentially price-sensitive issues and developments that could impact the Group’s share value.

Key Business Segments and Strategic Direction

• Three Major Segments: Hans Group’s business structure comprises Public Transportation (notably the “Citybus” franchise in Hong Kong), Media and Advertising, and Energy & Petrochemicals (including jetties, storage tanks, warehousing, logistics, and trading of petroleum and petrochemical products, plus filling stations in China).
• Strategic Focus: The Group is intensifying integration among these segments to enhance synergies, diversify revenue sources, and ensure sustainable, stable returns to shareholders. There is a strong emphasis on leveraging market opportunities, particularly in the volatile infrastructure and energy sectors in Southern China.
• Expansion Initiatives: The Group is actively cooperating with local governments to progress new energy and new materials projects, aiming to capture policy support and first-mover advantages from national strategies.

Financial Performance and Capital Management

• Revenue: The Group reported consolidated revenue of HK\$7,239.9 million in 2025, a significant increase from HK\$3,551.1 million in 2024. This was driven primarily by robust growth in the transportation, media, and advertising segment, as well as the trading business.
• Loss Before Taxation: Despite revenue growth, the Group recorded a consolidated loss before taxation of HK\$144.9 million, narrowing from HK\$176.5 million in 2024. Segment-wise, transportation, media, and advertising remained loss-making, with a segment loss of HK\$41.4 million.
• Liquidity and Gearing: As at 31 December 2025, the Group had net current liabilities of HK\$214.3 million but maintained a healthy asset base (total assets of HK\$9,838.4 million) and a gearing ratio of 77.2% (down from 89.2% in 2024). Bank borrowings are largely denominated in HKD and RMB, with over 70% on floating rates, and secured by various group assets.
• Significant Investments: In 2025, the Group completed the acquisition of 54.44% of BTHL through the issuance of 278,915,965 new shares as part of the consideration, at a substantial premium to market price, which may have diluted existing shareholders but was intended to bolster strategic growth.
• Dividend Policy and Payment: No final dividend is proposed for 2025 (2024: HK1.5 cents per share), reflecting prudent capital management and the need to retain earnings for future expansion. The scrip dividend alternative for the prior year resulted in the issuance of 151,779,113 shares.

Risk Management and Hedging

• Currency Risk: Minimal, as most revenues and costs are naturally hedged in HKD and RMB. Some exposure exists in storage, port, and transshipment activities.
• Commodity Price Risk: The Group is exposed to oil price volatility, particularly affecting its public bus operations and trading business. Active measures, including centralized procurement, retail, and wholesale strategies, are in place to mitigate risk and maximize cost efficiency. The Group also actively monitors the market for hedging opportunities.
• Interest Rate Risk: With most borrowings on floating rates, the Group continuously reviews interest rate management strategies in view of market volatility.

Corporate Governance and Internal Controls

• Governance Standards: The Group asserts compliance with the Hong Kong Stock Exchange Corporate Governance Code except for minor deviations, and regularly reviews practices to ensure high standards are maintained.
• Risk Management: Annual review of risk and internal control systems was performed with no significant deficiencies found. Whistleblowing and anti-bribery policies are in place and reviewed regularly.
• Remuneration and Human Resources: The Group employs approximately 6,100 staff and operates competitive remuneration and incentive schemes, including bonuses, share options, and share awards.
• Audit and Controls: KPMG was paid HK\$3.8 million for audit and HK\$1.1 million for non-audit services in 2025. The firm’s independence was confirmed.

Notable Events and Potential Price-Sensitive Issues

• Major Acquisition: The acquisition of a controlling stake in BTHL through Glorify Group Limited (a wholly-owned subsidiary), partly settled by a significant premium share issuance, potentially impacts the shareholding structure and future earnings.
• Capital Structure: The Group did not announce any future plans for major acquisitions or substantial capital investments as at the reporting date, signaling a focus on consolidating recent growth.
• No Final Dividend: The absence of a final dividend may disappoint some shareholders, but reflects a conservative approach in the current uncertain environment and ongoing expansion plans.
• Post-Balance Sheet Events: VES Co (a related party) undertook to follow Glorify’s instructions regarding BTHL director nominations and shareholder meeting matters during the option period, with personal guarantees from Mr. An. This arrangement may affect future governance and strategic direction of BTHL and, by extension, the Group.
• Accounting Standards: Several new HKFRS updates become effective in 2026–2027. The Group does not expect major impacts except for HKFRS 18, which will change the presentation and disclosure in financial statements, pending further assessment.

Shareholder Information and Communication

• Shareholder Rights: Resolutions at shareholder meetings are voted by poll. Shareholders can requisition extraordinary meetings and submit written enquiries to the Board.
• Communication: The Group has adopted electronic communication as default for corporate documents, with printed copies by request, in line with HKEX rules.
• Public Float: The Group confirmed it maintained the prescribed public float under the Listing Rules during 2025.

Conclusion and Investor Takeaways

• Hans Group Holdings delivered strong top-line growth but remains in a loss-making position, with continued investments and integration efforts aimed at future profitability.
• The completion of a major acquisition, no final dividend, and a significant shift in the capital structure through new share issuances are all potentially price-sensitive developments.
• Investors should closely monitor the Group’s progress in consolidating its new businesses, managing fuel and interest rate risks, and its ability to return to profitability.
• The Group’s prudent financial policy, robust risk management framework, and focus on long-term value creation remain strengths, but short-term uncertainties persist.