股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年10月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 名科國際控股有限公司（於開曼群島註冊成立及於百慕達存續之有限公司） 呈交日期: 2025年11月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08100 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 80,000,000,000 | HKD | | 0.01 HKD | | 800,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 80,000,000,000 | HKD | | 0.01 HKD | | 800,000,000 | ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 名科國際控股有限公司（於開曼群島註冊成立及於百慕達存續之有限公司） 呈交日期: 2025年10月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08100 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 80,000,000,000 | HKD | | 0.01 HKD | | 800,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 80,000,000,000 | HKD | | 0.01 HKD | | 800,000,000 | ...

Group 1 - As of September 19, 93 stocks reached their 52-week highs, with Huake Intelligent Investment (01140), Xincheng Power (01148), and Huashang Energy (00206) leading the increase rates at 22.30%, 20.00%, and 17.65% respectively [1] - The closing prices for the top three stocks that reached new highs are Huake Intelligent Investment at 0.170, Xincheng Power at 0.300, and Huashang Energy at 0.305 [1] - Other notable stocks that reached new highs include Handa Fu Holdings (01348) with a high rate of 16.89% and Meijiehui Holdings (01389) at 13.75% [1] Group 2 - The report also lists stocks that reached their 52-week lows, with Shanga Holdings (00412) experiencing the largest decline at -34.98%, followed by Huaying Construction (01582) at -21.47% [3] - The closing price for Shanga Holdings is 3.360, while Huaying Construction closed at 0.360 [3] - Other stocks with significant declines include China Information Technology Equity (08568) at -17.74% and Tai Hing Properties (00277) at -11.90% [3]

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 致：香港交易及結算所有限公司 公司名稱: 名科國際控股有限公司（於開曼群島註冊成立及於百慕達存續之有限公司） 呈交日期: 2025年9月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08100 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 80,000,000,000 | HKD | | 0.01 HKD | | | 800,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | | 本月底結存 | | | 80,000,000,000 | HKD | | 0.01 HKD | | | 800,000,000 | 本月底法定/註冊 ...

[Characteristics of GEM of The Stock Exchange of Hong Kong Limited](index=2&type=section&id=CHARACTERISTICS%20OF%20GEM%20OF%20THE%20STOCK%20EXCHANGE%20OF%20HONG%20KONG%20LIMITED%20%28THE%20%22STOCK%20EXCHANGE%22%29) The GEM market provides a listing platform for SMEs, but carries higher investment risks and market volatility, with directors fully responsible for report accuracy - GEM market positioning: Provides a listing platform for small and medium-sized companies, with **higher investment risks** than main board companies[2](index=2&type=chunk)[6](index=6&type=chunk) - Market risk: GEM securities may be subject to significant market volatility and do not guarantee high liquidity[3](index=3&type=chunk)[7](index=7&type=chunk) - Directors' responsibility: Company directors assume full responsibility for the report's content, confirming its accuracy, completeness, and non-misleading nature[5](index=5&type=chunk)[7](index=7&type=chunk) [Independent Review Report](index=3&type=section&id=INDEPENDENT%20REVIEW%20REPORT) Independent auditors reviewed the company's condensed consolidated interim financial information for the six months ended June 30, 2025, concluding its compliance with HKAS 34 [Introduction](index=3&type=section&id=INTRODUCTION) Independent auditors were engaged to review Nameko International Holdings Limited's condensed consolidated financial information for the six months ended June 30, 2025, under HKAS 34 and GEM Listing Rules - Review subject: Condensed consolidated financial information of Nameko International Holdings Limited and its subsidiaries for the six months ended June 30, 2025[9](index=9&type=chunk)[11](index=11&type=chunk) - Preparation basis: Complies with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and GEM Listing Rules[9](index=9&type=chunk)[11](index=11&type=chunk) [Scope of Review](index=3&type=section&id=SCOPE%20OF%20REVIEW) The review was conducted under HKSRS 2410, primarily through inquiries and analytical procedures, with a scope narrower than an audit, thus no audit opinion is expressed - Review standard: Conducted in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity"[10](index=10&type=chunk)[12](index=12&type=chunk) - Nature of review: Primarily involves inquiries and analytical procedures, with a scope significantly narrower than an audit, thus no audit opinion is expressed[10](index=10&type=chunk)[12](index=12&type=chunk) [Conclusion](index=4&type=section&id=CONCLUSION) Based on the review, independent auditors found no material non-compliance of the interim financial information with HKAS 34 - Financial information compliance: No material non-compliance found in the interim financial report with International Accounting Standard 34 Interim Financial Reporting[15](index=15&type=chunk)[16](index=16&type=chunk) [Condensed Consolidated Financial Statements](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements for the six months ended June 30, 2025, including comparative data for 2024 - Reporting period: For the six months ended June 30, 2025[18](index=18&type=chunk)[19](index=19&type=chunk) - Nature of report: Unaudited condensed consolidated financial statements[18](index=18&type=chunk)[19](index=19&type=chunk) [Condensed Consolidated Statement of Profit or Loss – Unaudited](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20PROFIT%20OR%20LOSS%20%E2%80%93%20UNAUDITED) For the six months ended June 30, 2025, the company reported a net loss of HK$6,286 thousand, compared to a net profit of HK$616 thousand in the prior period, driven by revenue decline and operating losses | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 39,723 | 47,236 | -15.9% | | Cost of sales | (9,312) | (15,734) | -40.8% | | Gross profit | 30,411 | 31,502 | -3.5% | | Other income and other gains/(losses), net | (2,252) | 2,575 | -187.4% | | Operating (loss)/profit | (5,501) | 1,422 | -486.8% | | (Loss)/profit for the period | (6,286) | 616 | -1122.7% | | (Loss)/profit attributable to owners of the Company | (7,420) | (585) | -1168.4% | | Basic loss per share (HK cents) | (1.67) | (0.13) | -1184.6% | [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income – Unaudited](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20PROFIT%20OR%20LOSS%20AND%20OTHER%20COMPREHENSIVE%20INCOME%20%E2%80%93%20UNAUDITED) For the six months ended June 30, 2025, the company reported a total comprehensive loss of HK$5,869 thousand, mainly due to the loss for the period and exchange differences | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | (Loss)/profit for the period | (6,286) | 616 | | Exchange differences on translation of financial statements of overseas subsidiaries | (29) | 31 | | Fair value changes of equity instruments at fair value through other comprehensive income | 446 | (13) | | Other comprehensive income for the period, net of tax | 417 | 18 | | Total comprehensive income for the period | (5,869) | 634 | | Total comprehensive income attributable to owners of the Company | (7,003) | (567) | [Condensed Consolidated Statement of Financial Position – Unaudited](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20FINANCIAL%20POSITION%20%E2%80%93%20UNAUDITED) As of June 30, 2025, total assets were HK$261,476 thousand and net assets were HK$202,024 thousand, a decrease from 2024 year-end, primarily due to reduced net current assets | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 158,219 | 156,770 | +0.9% | | Current assets | 103,257 | 121,335 | -14.9% | | Current liabilities | 38,736 | 38,225 | +1.3% | | Net current assets | 64,521 | 83,110 | -22.4% | | Non-current liabilities | 20,716 | 18,654 | +11.0% | | Net assets | 202,024 | 221,226 | -8.7% | | Share capital | 4,444 | 4,444 | 0.0% | | Reserves | 158,318 | 178,654 | -11.4% | | Equity attributable to owners of the Company | 162,762 | 183,098 | -11.1% | | Non-controlling interests | 39,262 | 38,128 | +3.0% | | Total equity | 202,024 | 221,226 | -8.7% | [Condensed Consolidated Statement of Changes in Equity – Unaudited](index=9&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CHANGES%20IN%20EQUITY%20%E2%80%93%20UNAUDITED) For the six months ended June 30, 2025, total equity decreased from HK$221,226 thousand to HK$202,024 thousand, mainly due to the loss for the period and dividends paid | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total equity as at January 1, 2025 | 221,226 | 219,274 | | (Loss)/profit for the period | (6,286) | 616 | | Other comprehensive income for the period | 417 | 18 | | Total comprehensive income for the period | (5,869) | 634 | | Dividends paid | (13,333) | – | | Total equity as at June 30, 2025 | 202,024 | 219,908 | - On June 25, 2024, the company cancelled share premium of approximately **HK$517,181 thousand** and transferred it to contributed surplus[34](index=34&type=chunk)[132](index=132&type=chunk) [Condensed Consolidated Statement of Cash Flows – Unaudited](index=10&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS%20%E2%80%93%20UNAUDITED) For the six months ended June 30, 2025, net cash and cash equivalents decreased by HK$21,640 thousand, primarily due to cash outflows from investing and financing activities | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 14,395 | (3,683) | | Net cash used in investing activities | (19,950) | (20,458) | | Net cash used in financing activities | (16,085) | (323) | | Net decrease in cash and cash equivalents | (21,640) | (24,464) | | Effect of foreign exchange rate changes | (29) | 31 | | Cash and cash equivalents as at June 30 | 60,039 | 58,909 | [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=NOTES%20TO%20THE%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed notes to the condensed consolidated financial statements, covering corporate information, accounting policies, revenue, expenses, assets, liabilities, segment reporting, fair value measurement of financial instruments, and capital commitments - Reporting period: For the six months ended June 30, 2025[32](index=32&type=chunk) - Currency unit: Presented in HK$ thousand unless otherwise stated[34](index=34&type=chunk) [1. Corporate Information](index=11&type=section&id=1.%20CORPORATE%20INFORMATION) Nameko International Holdings Limited, incorporated in Cayman Islands and re-domiciled in Bermuda, is an investment holding company with subsidiaries engaged in software, e-commerce, securities investment, and IT services - Company registration: Incorporated in the Cayman Islands and re-domiciled in Bermuda[32](index=32&type=chunk)[37](index=37&type=chunk) - Principal activities: Investment holding, software R&D and distribution, B2C/B2B e-commerce platform operation, securities investment, enterprise management solutions, and IT contract services[33](index=33&type=chunk)[37](index=37&type=chunk) [2. Basis of Preparation](index=11&type=section&id=2.%20BASIS%20OF%20PREPARATION) The unaudited condensed consolidated interim financial statements are prepared in accordance with HKAS 34, HK GAAP, and GEM Listing Rules, consistent with 2024 audited statements, except for new HKFRS amendments - Basis of preparation: Prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting", Hong Kong Generally Accepted Accounting Principles, and GEM Listing Rules[35](index=35&type=chunk)[38](index=38&type=chunk) - Consistency of accounting policies: Consistent with those used in the 2024 audited consolidated financial statements, except for new and revised HKFRS accounting standards adopted for the first time[36](index=36&type=chunk)[38](index=38&type=chunk) [3. Adoption of New and Revised HKFRS Accounting Standards](index=12&type=section&id=3.%20ADOPTION%20OF%20NEW%20AND%20REVISED%20HKFRS%20ACCOUNTING%20STANDARDS) The Group adopted all new and revised HKFRS effective January 1, 2025, with no significant impact on accounting policies or financial statements, and is assessing future standards - New standards adoption: The Group has adopted all relevant new and revised HKFRS accounting standards effective from January 1, 2025[39](index=39&type=chunk)[42](index=42&type=chunk) - Impact assessment: The adoption of new standards did not result in significant changes to the Group's accounting policies, financial statement presentation, or reported amounts[39](index=39&type=chunk)[42](index=42&type=chunk) - Future standards: The Group is assessing the potential impact of new and revised HKFRS accounting standards effective in future periods[41](index=41&type=chunk)[44](index=44&type=chunk) [4. Revenue](index=13&type=section&id=4.%20REVENUE) For the six months ended June 30, 2025, total revenue was HK$39,723 thousand, a decrease from the prior period, primarily from software sales and IT services | Service Line | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of computer and mobile phone software and toolbar advertisements | 36,576 | 36,091 | +1.3% | | Provision of enterprise management solutions and IT contract services | 3,147 | 11,145 | -71.8% | | **Total Revenue** | **39,723** | **47,236** | **-15.9%** | [5. Other Income and Other Gains and (Losses), Net](index=14&type=section&id=5.%20OTHER%20INCOME%20AND%20OTHER%20GAINS%20AND%20%28LOSSES%29%2C%20NET) For the six months ended June 30, 2025, net other income and gains/(losses) was a loss of HK$2,252 thousand, compared to a gain of HK$2,575 thousand in the prior period, mainly due to goodwill impairment and financial asset losses | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Bank interest income | 439 | 213 | | Dividend income | 43 | 123 | | Other income | – | 9 | | Goodwill impairment loss | (2,300) | – | | Realized and unrealized (losses)/gains on financial assets at fair value through profit or loss | (541) | 2,386 | | Exchange gains/(losses), net | 107 | (156) | | **Total** | **(2,252)** | **2,575** | - The Group recognized a goodwill impairment loss of **HK$2,300 thousand** for Wifa Systems (Hong Kong) Limited[49](index=49&type=chunk)[50](index=50&type=chunk) [6. (Loss)/Profit Before Tax](index=15&type=section&id=6.%20%28LOSS%29%2FPROFIT%20BEFORE%20TAX) For the six months ended June 30, 2025, the Group reported a loss before tax of HK$5,530 thousand, compared to a profit of HK$1,394 thousand in the prior period, impacted by goodwill impairment, intangible asset amortization, and increased staff costs | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest expense on lease liabilities | 29 | 28 | | Salaries, wages and other benefits | 7,701 | 7,022 | | Retirement scheme contributions | 209 | 194 | | Amortization of intangible assets | 19,688 | 19,072 | | Goodwill impairment loss | 2,300 | – | | Auditor's remuneration | 351 | 351 | | Depreciation of property, plant and equipment | 2 | 3 | | Depreciation of right-of-use assets | 374 | 297 | | Provision for impairment loss on trade and other receivables | 175 | 478 | | Legal and professional fees | 774 | 985 | | Short-term lease related expenses | 60 | 17 | [7. Income Tax Expense](index=16&type=section&id=7.%20INCOME%20TAX%20EXPENSE) For the six months ended June 30, 2025, income tax expense was HK$756 thousand, slightly lower than HK$778 thousand in the prior period, comprising Hong Kong profits tax, withholding tax, and deferred tax | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current tax - Hong Kong profits tax | 550 | 704 | | Current tax - Withholding tax for the period | 84 | 74 | | Deferred tax | 122 | – | | **Total** | **756** | **778** | - Hong Kong profits tax operates under a two-tiered system, with the first **HK$2 million** of assessable profits taxed at **8.25%** and the remainder at **16.5%**[57](index=57&type=chunk) - No provision for PRC enterprise income tax was made for the Group's PRC subsidiaries for the current and prior periods due to tax losses incurred[57](index=57&type=chunk) [8. Dividends](index=17&type=section&id=8.%20DIVIDENDS) The Board does not recommend any interim dividend for the first half of 2025; the company paid a final and special dividend totaling HK$0.030 per share, or HK$13,333 thousand, during the period - Interim dividend: The Board does not recommend any interim dividend for the current period (2024: nil)[59](index=59&type=chunk)[61](index=61&type=chunk) - Dividends paid: During the period, a final dividend of **HK$0.002** per share and a special dividend of **HK$0.028** per share for 2024, totaling **HK$0.030** per share, amounting to approximately **HK$13,333 thousand**, were paid[59](index=59&type=chunk)[61](index=61&type=chunk) [9. Loss Per Share](index=17&type=section&id=9.%20LOSS%20PER%20SHARE) For the six months ended June 30, 2025, basic loss per share was 1.67 HK cents, a significant increase from 0.13 HK cents in the prior period, due to increased loss attributable to owners | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$ Thousand) | (7,420) | (585) | | Weighted average number of ordinary shares (Thousand shares) | 444,448 | 444,448 | | Basic loss per share (HK cents) | (1.67) | (0.13) | - Diluted loss per share is the same as basic loss per share as there were no potential dilutive ordinary shares for the current and prior periods[63](index=63&type=chunk)[64](index=64&type=chunk) [10. Segment Reporting](index=18&type=section&id=10.%20SEGMENT%20REPORTING) The Group segments its business into four reportable segments: software, securities investment, enterprise management solutions and IT contract services, and B2C/B2B product trading, reporting their performance, assets, and liabilities - Reportable segments: Software business, securities investment business, enterprise management solutions and IT contract services business, and B2C online sales platform and B2B product trading business[65](index=65&type=chunk)[67](index=67&type=chunk) - Reporting purpose: To monitor segment performance and allocate resources among segments[66](index=66&type=chunk)[67](index=67&type=chunk) [10. (a) Segment results](index=18&type=section&id=10.%20%28a%29%20Segment%20results) For the six months ended June 30, 2025, software business recorded a profit, while other segments reported losses, leading to an overall operating loss for the Group | Segment | 2025 Revenue (HK$ Thousand) | 2025 Segment Results (HK$ Thousand) | 2024 Revenue (HK$ Thousand) | 2024 Segment Results (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Software business | 36,576 | 5,513 | 36,091 | 5,652 | | Securities investment business | – | (536) | – | 2,450 | | Enterprise management solutions and IT contract services business | 3,147 | (3,248) | 11,145 | 91 | | B2C online sales platform and B2B product trading business | – | (405) | – | (650) | | **Total** | **39,723** | **1,324** | **47,236** | **7,543** | - In the first half of 2025, the Group reported an operating loss of **HK$5,501 thousand**, compared to an operating profit of **HK$1,422 thousand** in the prior period[70](index=70&type=chunk)[74](index=74&type=chunk) [10. (b) Segment assets and liabilities](index=22&type=section&id=10.%20%28b%29%20Segment%20assets%20and%20liabilities) As of June 30, 2025, total segment assets were HK$233,147 thousand and total segment liabilities were HK$55,552 thousand, with the software business accounting for the largest share | Segment | June 30, 2025 Segment Assets (HK$ Thousand) | June 30, 2025 Segment Liabilities (HK$ Thousand) | December 31, 2024 Segment Assets (HK$ Thousand) | December 31, 2024 Segment Liabilities (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Software business | 167,864 | 47,733 | 172,361 | 50,491 | | Securities investment business | 29,306 | 30 | 29,426 | 60 | | Enterprise management solutions and IT contract services business | 19,266 | 7,441 | 18,374 | 3,309 | | B2C online sales platform and B2B product trading business | 16,711 | 348 | 17,074 | 375 | | **Total Segments** | **233,147** | **55,552** | **237,235** | **54,235** | - As of June 30, 2025, unallocated assets included property, plant and equipment of **HK$4 thousand**, right-of-use assets of **HK$2,874 thousand**, trade and other receivables of **HK$1,936 thousand**, and cash and cash equivalents of **HK$23,515 thousand**[81](index=81&type=chunk) - Capitalized development costs for the software business amounted to **HK$20,429 thousand** (December 31, 2024: HK$41,583 thousand)[81](index=81&type=chunk)[83](index=83&type=chunk) [10. (c) Geographical information](index=25&type=section&id=10.%20%28c%29%20Geographical%20information) For the six months ended June 30, 2025, the Group's revenue primarily originated from the United States, Hong Kong, and the United Kingdom, with all specific non-current assets located in Hong Kong | Country/Region | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | United States of America | 16,361 | 16,163 | | Hong Kong | 3,284 | 11,321 | | United Kingdom | 2,562 | 2,423 | | Brazil | 1,804 | 2,072 | | Germany | 1,571 | 1,959 | | Japan | 1,352 | 1,143 | | Canada | 1,253 | 1,281 | | Australia | 1,139 | 1,147 | | Netherlands | 643 | 798 | | Mainland China | 319 | 282 | | Others | 9,435 | 8,647 | | **Total** | **39,723** | **47,236** | - As of June 30, 2025, all specific non-current assets (including property, plant and equipment, right-of-use assets, intangible assets, and goodwill) were located in Hong Kong, totaling **HK$156,706 thousand**[86](index=86&type=chunk) [10. (d) Information about major customers](index=26&type=section&id=10.%20%28d%29%20Information%20about%20major%20customers) For the six months ended June 30, 2025, one major customer in the enterprise management solutions and IT contract services segment contributed approximately 11.5% of total revenue - Major customer contribution: In the first half of 2025, one customer contributed approximately **11.5%** of the total revenue of the enterprise management solutions and IT contract services business segment[87](index=87&type=chunk)[91](index=91&type=chunk) - Prior period contribution: In the first half of 2024, one customer in the same business segment contributed approximately **16.5%** of total revenue[88](index=88&type=chunk)[91](index=91&type=chunk) [11. Right-of-Use Assets](index=26&type=section&id=11.%20RIGHT-OF-USE%20ASSETS) As of June 30, 2025, right-of-use assets were HK$2,874 thousand, a significant increase from HK$311 thousand at 2024 year-end, mainly due to a new office property lease agreement | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Right-of-use assets | 2,874 | 311 | +824.1% | - New lease: During the period, the Group entered into a new three-year lease agreement for office premises, recognizing right-of-use assets and lease liabilities of approximately **HK$2,938 thousand**[89](index=89&type=chunk)[92](index=92&type=chunk) - Depreciation: Depreciation of right-of-use assets for the period was approximately **HK$374 thousand** (2024: approximately HK$297 thousand)[90](index=90&type=chunk)[93](index=93&type=chunk) [12. Goodwill](index=27&type=section&id=12.%20GOODWILL) As of June 30, 2025, goodwill carrying amount was HK$40,225 thousand, a decrease from HK$42,525 thousand at 2024 year-end, primarily due to an impairment loss of HK$2,300 thousand for Wifa Systems (Hong Kong) Limited | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Cost | 778,575 | 778,575 | | Accumulated impairment losses | 738,350 | 736,050 | | Carrying amount | 40,225 | 42,525 | - Goodwill impairment: An impairment loss of **HK$2,300 thousand** was recognized for the goodwill of Wifa Systems (Hong Kong) Limited during the period, due to its underperforming financial results and significant revenue decline[99](index=99&type=chunk)[101](index=101&type=chunk) - Valuation method: Fair value less costs of disposal (FVLCD) method was used, employing market approach (price-to-sales multiples, enterprise value-to-sales multiples) for valuation[100](index=100&type=chunk)[102](index=102&type=chunk) [13. Financial Assets at Fair Value Through Other Comprehensive Income](index=29&type=section&id=13.%20FINANCIAL%20ASSETS%20AT%20FAIR%20VALUE%20THROUGH%20OTHER%20COMPREHENSIVE%20INCOME) As of June 30, 2025, financial assets at fair value through other comprehensive income were HK$1,513 thousand, an increase from HK$1,067 thousand at 2024 year-end, primarily comprising unlisted equity securities | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Unlisted equity securities | 1,513 | 1,067 | +41.8% | - Valuation method: Fair value of unlisted equity securities was estimated by an independent valuer using the index return method at the end of the reporting period[107](index=107&type=chunk) [14. Trade and Other Receivables](index=29&type=section&id=14.%20TRADE%20AND%20OTHER%20RECEIVABLES) As of June 30, 2025, total trade and other receivables were HK$17,007 thousand, a significant increase from HK$11,484 thousand at 2024 year-end, mainly due to higher prepayments, deposits, other receivables, and amounts due from brokers | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables (net of impairment provision) | 9,337 | 9,404 | -0.7% | | Prepayments, deposits and other receivables | 5,465 | 1,630 | +235.3% | | Amounts due from brokers | 2,117 | 362 | +484.8% | | Amounts due from non-controlling interests of a subsidiary | 88 | 88 | 0.0% | | **Total** | **17,007** | **11,484** | **+48.1%** | - Trade receivables aging: As of June 30, 2025, trade receivables not yet due were **HK$7,988 thousand**, and those overdue for more than 12 months were **HK$14 thousand**[111](index=111&type=chunk) - Other loans receivable: The loan receivable from Jun Yang Energy Holdings Limited is unsecured, interest-free, and has no fixed repayment terms, with a full impairment provision of **HK$27,230 thousand** recognized[116](index=116&type=chunk)[119](index=119&type=chunk) [15. Financial Assets at Fair Value Through Profit or Loss](index=32&type=section&id=15.%20FINANCIAL%20ASSETS%20AT%20FAIR%20VALUE%20THROUGH%20PROFIT%20OR%20LOSS) As of June 30, 2025, financial assets at fair value through profit or loss were HK$25,212 thousand, a decrease from HK$27,449 thousand at 2024 year-end, primarily comprising Hong Kong listed equity securities | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong listed equity securities | 25,211 | 27,448 | -8.2% | | Unlisted equity securities | 1 | 1 | 0.0% | | **Total** | **25,212** | **27,449** | **-8.2%** | - Investment nature: These investments aim to provide return opportunities to the Group through dividend income and fair value gains, with no fixed maturity dates or coupon rates[124](index=124&type=chunk) - Valuation method: Listed securities in active markets are valued at market price; listed securities with suspended trading and unlisted securities are classified as Level 3, estimated by an independent valuer using the index return method[122](index=122&type=chunk)[123](index=123&type=chunk)[125](index=125&type=chunk) [16. Trade and Other Payables](index=33&type=section&id=16.%20TRADE%20AND%20OTHER%20PAYABLES) As of June 30, 2025, total trade and other payables were HK$6,453 thousand, a decrease from HK$9,659 thousand at 2024 year-end, mainly due to a reduction in accrued expenses and other payables | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 2,625 | 821 | +219.7% | | Accrued expenses and other payables | 3,828 | 8,838 | -56.7% | | **Total** | **6,453** | **9,659** | **-33.3%** | - Trade payables aging: As of June 30, 2025, all trade payables were within **3 months**[128](index=128&type=chunk) [17. Share Capital](index=33&type=section&id=17.%20SHARE%20CAPITAL) As of June 30, 2025, the company's authorized share capital was HK$800,000 thousand, with issued and fully paid share capital of HK$4,444 thousand, comprising 444,448 thousand ordinary shares at HK$0.01 par value, unchanged from 2024 year-end | Item | Par Value (HK$) | Number of Shares (Thousand shares) | Amount (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Authorized ordinary shares | 0.01 | 80,000,000 | 800,000 | | Issued and fully paid ordinary shares | 0.01 | 444,448 | 4,444 | [18. Reserves](index=34&type=section&id=18.%20RESERVES) Changes in the Group's reserves are presented in the unaudited condensed consolidated statement of changes in equity; approximately HK$517,181 thousand of share premium was cancelled and transferred to contributed surplus on June 25, 2024 - Reserve movements: The Group's reserve amounts and movements are presented in the unaudited condensed consolidated statement of changes in equity[131](index=131&type=chunk) - Share premium cancellation: On June 25, 2024, approximately **HK$517,181 thousand** of share premium was cancelled and transferred to an account designated as contributed surplus[132](index=132&type=chunk)[135](index=135&type=chunk) [19. Fair Value Measurement of Financial Instruments](index=34&type=section&id=19.%20FAIR%20VALUE%20MEASUREMENT%20OF%20FINANCIAL%20INSTRUMENTS) The carrying amounts of the Group's financial assets and liabilities approximate their fair values, with fair value measurements categorized into a three-level hierarchy, primarily using Level 3 inputs for unlisted and inactive market equity securities - Fair value hierarchy: Divided into three levels, Level 1 for quoted prices in active markets, Level 2 for observable inputs, and Level 3 for unobservable inputs[137](index=137&type=chunk) - Valuation process: Management is responsible for fair value measurements, reviewed at least annually; Level 3 measurements typically involve external valuation experts with recognized professional qualifications[148](index=148&type=chunk)[149](index=149&type=chunk) | Item | Level 1 (HK$ Thousand) | Level 3 (HK$ Thousand) | Total (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss - Listed equity securities | 19,552 | 5,659 | 25,211 | | Financial assets at fair value through profit or loss - Unlisted equity securities | – | 1 | 1 | | Financial assets at fair value through other comprehensive income - Unlisted equity securities | – | 1,513 | 1,513 | | **Total** | **19,552** | **7,173** | **26,725** | [20. Capital Commitments](index=41&type=section&id=20.%20CAPITAL%20COMMITMENTS) As of June 30, 2025, total contracted but unprovided capital commitments were HK$20,457 thousand, mainly for intangible asset development costs and property, plant, and equipment acquisition | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Development costs of intangible assets | 20,429 | – | | Costs of property, plant and equipment | 28 | – | | **Total** | **20,457** | **–** | [Management Discussion and Analysis](index=42&type=section&id=MANAGEMENT%20DISCUSSION%20AND%20ANALYSIS) This section reviews the Group's business and financial performance for the six months ended June 30, 2025, analyzing segment operations, financial metric changes, risk factors, and future outlook - Reporting period: For the six months ended June 30, 2025[167](index=167&type=chunk) - Content covered: Business review, financial review, risk factors, treasury policy, material transactions, employees and remuneration policies, contingent liabilities, capital commitments, and outlook[167](index=167&type=chunk)[191](index=191&type=chunk)[209](index=209&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk)[232](index=232&type=chunk) [Business Review](index=42&type=section&id=BUSINESS%20REVIEW) The business review covers the performance of software, IT services, e-commerce, and securities investment segments, highlighting challenges and future development directions - Business diversification: The Group's businesses cover software, IT services, e-commerce, and securities investment[33](index=33&type=chunk)[37](index=37&type=chunk) - Market challenges: Post-pandemic changes in customer behavior, intense competition in the IT industry, inflation, and geopolitical pressures create uncertainties[173](index=173&type=chunk)[179](index=179&type=chunk) [Software Business](index=42&type=section&id=Software%20Business) Software business revenue slightly increased, but segment profit marginally decreased; the Group continues R&D investment, market expansion, and product optimization, with new software versions expected by late 2025 | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 36,576 | 36,091 | +1.3% | | Segment profit | 5,513 | 5,652 | -2.5% | - Product innovation: Continuous investment in R&D teams, strengthening cybersecurity, software product development, and marketing channels, with a focus on security defense and computer optimization[169](index=169&type=chunk)[172](index=172&type=chunk) - Market expansion: Consolidating customer base in traditional markets and exploring business opportunities and distribution channels in emerging markets such as the Asia Pacific region[170](index=170&type=chunk)[172](index=172&type=chunk) - User growth: Total new users exceeded **17 million** during the period, including new non-paying users and active paying users[170](index=170&type=chunk)[172](index=172&type=chunk) [Corporate Management Solutions and I.T. Contract Services Business](index=43&type=section&id=Corporate%20Management%20Solutions%20and%20I.T.%20Contract%20Services%20Business) This segment's revenue significantly declined, resulting in a loss, primarily due to intense competition in Hong Kong's IT sector and goodwill impairment; the Group plans to enhance competitiveness and pursue new projects | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 3,147 | 11,145 | -71.8% | | Segment (loss)/profit | (3,248) | 91 | -3670.3% | - Loss reason: Primarily due to intense competition in the IT industry and a goodwill impairment loss of **HK$2,300 thousand**[174](index=174&type=chunk)[180](index=180&type=chunk) - Future strategy: Committed to enhancing competitiveness, strengthening technical capabilities, maintaining service quality standards, and actively pursuing government and corporate contract projects[176](index=176&type=chunk)[180](index=180&type=chunk) [B2C Online Sales Platform and B2B Product Trading Business](index=43&type=section&id=B2C%20Online%20Sales%20Platform%20and%20B2B%20Product%20Trading%20Business) This segment generated no revenue during the period, but its segment loss narrowed; the Group will continue developing online and offline sales channels and exploring new business opportunities | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | – | – | 0.0% | | Segment loss | (405) | (650) | -37.7% | - Development direction: Committed to providing quality products to global customers by developing online and offline sales channels and exploring new business opportunities[178](index=178&type=chunk)[182](index=182&type=chunk) [Securities Investment Business](index=44&type=section&id=Securities%20Investment%20Business) The securities investment business recorded a segment loss of HK$536 thousand, compared to a profit of HK$2,450 thousand in the prior period, mainly due to realized and unrealized losses on financial assets; the Group will continue to monitor the market and explore opportunities | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Segment (loss)/profit | (536) | 2,450 | -1218.8% | - Loss reason: Primarily due to net realized and unrealized losses of approximately **HK$541 thousand** on financial assets at fair value through profit or loss[184](index=184&type=chunk)[188](index=188&type=chunk) - Investment portfolio: As of June 30, 2025, FVTPL financial assets and FVTOCI financial assets had fair values of **HK$25,212 thousand** and **HK$1,513 thousand** respectively, comprising **11 investment items**, of which **9** were listed shares[186](index=186&type=chunk)[189](index=189&type=chunk) - Key investment: Holds shares in Goldstream Investment Limited, with a market value of approximately **HK$32,962 thousand** as of August 22, 2025[187](index=187&type=chunk)[190](index=190&type=chunk) [Financial Review](index=45&type=section&id=FINANCIAL%20REVIEW) The Group's financial performance shows decreased total revenue and gross profit, shifting from profit to loss for the period, primarily due to underperforming business segments and increased corporate expenses, with liquidity remaining adequate despite a slight rise in gearing - Revenue decline: Total revenue for the period was approximately **HK$39,723 thousand**, a **15.9%** year-on-year decrease[191](index=191&type=chunk)[197](index=197&type=chunk) - Net loss: A net loss of approximately **HK$6,286 thousand** was recorded for the period, compared to a profit of approximately **HK$616 thousand** in the prior period[194](index=194&type=chunk)[200](index=200&type=chunk) - Loss attribution: Primarily due to segment losses in securities investment, enterprise management solutions and IT contract services, B2C online sales platform and B2B product trading businesses, combined with increased corporate expenses[194](index=194&type=chunk)[200](index=200&type=chunk) [Revenue](index=45&type=section&id=Revenue) For the six months ended June 30, 2025, total Group revenue was HK$39,723 thousand, a 15.9% year-on-year decrease, primarily from software and IT contract services | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 39,723 | 47,236 | -15.9% | | Software business revenue | 36,576 | – | – | | Enterprise management solutions and IT contract services business revenue | 3,147 | – | – | [Gross Profit](index=45&type=section&id=Gross%20Profit) For the six months ended June 30, 2025, the Group's gross profit was HK$30,411 thousand, a 3.5% year-on-year decrease | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Gross profit | 30,411 | 31,502 | -3.5% | [Finance Costs](index=45&type=section&id=Finance%20Costs) For the six months ended June 30, 2025, the Group's finance costs were HK$29 thousand, a slight increase of 3.6% year-on-year | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Finance costs | 29 | 28 | +3.6% | [(Loss)/Profit for the Period](index=45&type=section&id=%28Loss%29%2FProfit%20for%20the%20Period) For the six months ended June 30, 2025, the Group reported a net loss of HK$6,286 thousand, compared to a net profit of HK$616 thousand in the prior period, due to segment losses and increased corporate expenses | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net (loss)/profit for the period | (6,286) | 616 | | Net (loss)/profit attributable to owners of the Company | (7,420) | (585) | - Loss attribution: Primarily due to segment losses in securities investment, enterprise management solutions and IT contract services, B2C online sales platform and B2B product trading businesses, combined with increased corporate expenses[194](index=194&type=chunk)[200](index=200&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=46&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of June 30, 2025, total cash and cash equivalents were HK$60,683 thousand, a decrease from 2024 year-end; the Group primarily funds operations through internal resources, with no significant changes in capital structure or financial institution loans | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total cash and cash equivalents and pledged bank deposits | 60,683 | 82,349 | -26.3% | - Funding sources: The Group primarily funds its operations through internal resources, with no significant changes in its capital structure[196](index=196&type=chunk)[201](index=201&type=chunk) - Loan status: As of June 30, 2025, and December 31, 2024, the Group had no loans from financial institutions[203](index=203&type=chunk)[210](index=210&type=chunk) [Gearing Ratio](index=46&type=section&id=Gearing%20Ratio) As of June 30, 2025, the Group's gearing ratio was 22.7%, a slight increase from 20.5% at 2024 year-end | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total assets | 261,476 | 278,105 | | Total liabilities | 59,452 | 56,879 | | Gearing ratio | 22.7% | 20.5% | [Dividend](index=46&type=section&id=Dividend) The Board does not recommend any interim dividend for the current period - Interim dividend: The Board does not recommend any interim dividend for the current period (2024: nil)[205](index=205&type=chunk)[212](index=212&type=chunk) [Charges on the Group's Assets](index=46&type=section&id=Charges%20on%20the%20Group%27s%20Assets) As of June 30, 2025, the Group had pledged bank deposits of approximately HK$644 thousand to secure a HK$500 thousand banking facility, with approximately HK$287 thousand in undrawn facilities - Pledged bank deposits: Approximately **HK$644 thousand** (December 31, 2024: HK$641 thousand), pledged as collateral for the Group's **HK$500 thousand** banking facility[206](index=206&type=chunk)[213](index=213&type=chunk) - Undrawn banking facilities: Approximately **HK$287 thousand** (December 31, 2024: HK$307 thousand)[207](index=207&type=chunk)[213](index=213&type=chunk) - Margin trading accounts: As of June 30, 2025, and December 31, 2024, the Group did not hold any margin trading accounts[208](index=208&type=chunk)[213](index=213&type=chunk) [Risk Factors](index=46&type=section&id=RISK%20FACTORS) The Group faces foreign exchange, financial, operational, and credit risks, managed through close monitoring of exchange rates, regular review of financial assets, assessment of operational risks, and enhanced accounts receivable management - Risk types: Foreign exchange risk, financial risk, operational risk, credit risk[209](index=209&type=chunk)[215](index=215&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) - Risk management: Management is responsible for monitoring and assessing various risks, and implementing corresponding risk management policies and procedures[216](index=216&type=chunk)[219](index=219&type=chunk) [Foreign Exchange Exposure](index=46&type=section&id=Foreign%20Exchange%20Exposure) The Group's business is primarily denominated in HKD, USD, and RMB; with HKD pegged to USD, there is no significant USD exchange risk, and other currency risks are managed through monitoring and potential hedging - Primary trading currencies: Hong Kong Dollars, US Dollars, and Renminbi, with US Dollars being the Group's primary trading currency[209](index=209&type=chunk)[214](index=214&type=chunk) - USD risk: As the Hong Kong Dollar remains pegged to the US Dollar within a defined range, the Group is not exposed to any significant foreign exchange risk in relation to the US Dollar[209](index=209&type=chunk)[214](index=214&type=chunk) - Risk management: The Group continues to manage foreign currency risk against other currencies by closely monitoring exchange rate movements and may utilize hedging derivatives where appropriate[209](index=209&type=chunk)[214](index=214&type=chunk) [Financial Risk](index=47&type=section&id=Financial%20Risk) The Group is exposed to equity security price risk from fair value fluctuations of FVTOCI and FVTPL financial assets; the Board regularly reviews these risks and conducts impairment reviews for cash-generating units - Risk source: Exposed to equity security price risk due to fair value fluctuations of financial assets at fair value through other comprehensive income and financial assets at fair value through profit or loss[215](index=215&type=chunk)[218](index=218&type=chunk) - Asset composition: As of June 30, 2025, total assets were approximately **HK$261,476 thousand**, primarily comprising FVTOCI financial assets of **HK$1,513 thousand**, FVTPL financial assets of **HK$25,212 thousand**, goodwill of **HK$40,225 thousand**, and intangible assets of **HK$113,603 thousand**[215](index=215&type=chunk)[218](index=218&type=chunk) - Risk management: Directors regularly review equity security price risk and conduct impairment reviews for cash-generating units containing goodwill and intangible assets annually or more frequently[215](index=215&type=chunk)[218](index=218&type=chunk) [Operation Risk](index=47&type=section&id=Operation%20Risk) Each business segment faces operational risks, with management responsible for monitoring operations, assessing risks, implementing risk management policies, and reporting anomalies to the Board - Risk management responsibilities: Management of each business segment is responsible for monitoring their respective business operations and assessing operation-related risks[216](index=216&type=chunk)[219](index=219&type=chunk) - Reporting mechanism: Management is responsible for implementing the Group's risk management policies and procedures and should report any non-compliance regarding project operations to the Board for instructions[216](index=216&type=chunk)[219](index=219&type=chunk) [Credit Risk](index=47&type=section&id=Credit%20Risk) The Group primarily faces credit risk from trade and other receivables, especially in unstable economic environments; the Board monitors credit exposure, and management handles credit approval, collection, and receivable recoverability - Risk source: Primarily arises from its trade and other receivables, which amounted to approximately **HK$17,007 thousand** as of June 30, 2025[217](index=217&type=chunk)[220](index=220&type=chunk) - Increased risk: Due to socio-political uncertainties leading to an unstable economic environment, the likelihood of payment defaults is inevitably higher than anticipated[217](index=217&type=chunk)[220](index=220&type=chunk) - Risk management: Directors continue to closely monitor the overall level of credit risk faced, while management is responsible for determining credit approval and overseeing collection procedures, and reviewing the recoverability of individual trade debts[217](index=217&type=chunk)[220](index=220&type=chunk) [Treasury Policy](index=48&type=section&id=TREASURY%20POLICY) The Group maintains a prudent treasury policy with centralized activities, diversified investments, guidelines for risk and capital management, and close monitoring of liquidity to ensure sufficient funding - Policy characteristics: The Group adopts a prudent treasury policy, with centralized treasury activities and a preference for investing in a diversified product portfolio[222](index=222&type=chunk)[227](index=227&type=chunk) - Risk control: The Group has guidelines for monitoring and controlling investment risks and managing capital[222](index=222&type=chunk)[227](index=227&type=chunk) - Liquidity management: The Board closely reviews the Group's liquidity position to ensure its liquidity structure can meet its funding requirements at all times[222](index=222&type=chunk)[227](index=227&type=chunk) [Material Transaction](index=48&type=section&id=MATERIAL%20TRANSACTION) The Group did not undertake any material acquisitions or disposals during the period - No material transactions: The Group did not undertake any material acquisitions or disposals during the period[223](index=223&type=chunk)[228](index=228&type=chunk) [Employees and Remuneration Policies](index=48&type=section&id=EMPLOYEES%20AND%20REMUNERATION%20POLICIES) As of June 30, 2025, the Group employed 23 staff; its remuneration policy emphasizes equality, incentives, and performance, offering provident fund, medical insurance, and discretionary bonuses, with a share option scheme for reward and motivation - Employee count: As of June 30, 2025, the Group employed **23** staff (December 31, 2024: 23 staff)[224](index=224&type=chunk)[229](index=229&type=chunk) - Remuneration policy: The Group's remuneration policy is guided by equality, incentives, and employee performance, aiming to enhance market competitiveness while complying with Hong Kong legal requirements[224](index=224&type=chunk)[229](index=229&type=chunk) - Employee benefits: In addition to salaries, other employee benefits include provident fund contributions, medical insurance, and performance-linked discretionary bonuses[224](index=224&type=chunk)[229](index=229&type=chunk) - Incentive scheme: The Group also has a share option scheme to reward and incentivize employees[224](index=224&type=chunk)[229](index=229&type=chunk) [Contingent Liabilities](index=48&type=section&id=CONTINGENT%20LIABILITIES) As of June 30, 2025, the Group had no significant contingent liabilities - No significant contingent liabilities: As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil)[225](index=225&type=chunk)[230](index=230&type=chunk) [Capital Commitments](index=48&type=section&id=CAPITAL%20COMMITMENTS) As of June 30, 2025, total contracted but unprovided capital commitments were HK$20,457 thousand, mainly for intangible asset development costs and property, plant, and equipment acquisition | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Development costs of intangible assets | 20,429 | – | | Costs of property, plant and equipment | 28 | – | | **Total** | **20,457** | **–** | [Outlook](index=49&type=section&id=OUTLOOK) For the second half of 2025, the market remains challenging with ongoing cybersecurity threats; the Group will focus on software, monitor IT trends, upgrade products, expand sales channels, and diversify business to achieve sustainable growth and shareholder returns - Market outlook: In the second half of 2025, the market environment will remain challenging, with continuous cybersecurity threats in the digital world[232](index=232&type=chunk)[235](index=235&type=chunk) - Software business: The software business is expected to remain one of the Group's primary revenue sources; the Group will closely monitor IT trends, continuously upgrade existing products, and strengthen its product portfolio[232](index=232&type=chunk)[233](index=233&type=chunk)[235](index=235&type=chunk) - Strategic direction: The Group will continue to consolidate and expand its software product sales channels and strengthen its position in the US and European markets to enhance its long-term profitability[233](index=233&type=chunk)[235](index=235&type=chunk) - Business diversification: The Group will continue to adopt a diversified development approach, timely assessing the revenue and growth prospects of each business segment and flexibly allocating resources[234](index=234&type=chunk)[235](index=235&type=chunk) [Other Information](index=50&type=section&id=OTHER%20INFORMATION) This section provides information on corporate governance and compliance, including directors' securities dealings, interests, share option scheme, substantial shareholders, new bye-laws, listed securities transactions, competing interests, corporate governance, and the audit committee [Dealings for Securities Transactions by Directors](index=50&type=section&id=DEALINGS%20FOR%20SECURITIES%20TRANSACTIONS%20BY%20DIRECTORS) The company's directors confirmed compliance with the GEM Listing Rules' required standards for directors' securities transactions during the reporting period - Compliance: All directors confirmed compliance with the standards for securities transactions as set out in Rules 5.48 to 5.67 of the GEM Listing Rules throughout the period[237](index=237&type=chunk)[240](index=240&type=chunk) [Directors' Interests in Contracts or Arrangements](index=50&type=section&id=DIRECTORS%27%20INTERESTS%20IN%20CONTRACTS%20OR%20ARRANGEMENTS) No director or associated entity held any material direct or indirect interest in significant transactions, arrangements, or contracts, or in the Group's assets, during or at the end of the reporting period - No material interests: No director or entity connected with a director had any material direct or indirect interest in any significant transaction, arrangement, or contract subsisting during or at the end of the period that was material to the Group's business[238](index=238&type=chunk)[241](index=241&type=chunk) - No asset interests: No director had any direct or indirect interest in any assets acquired, disposed of, leased, or proposed to be acquired, disposed of, or leased by any member of the Group at the end of or at any time during the period[238](index=238&type=chunk)[241](index=241&type=chunk) [Directors' and Chief Executive's Interests or Short Positions in the Shares, Underlying Shares or Debentures of the Company or Any Associated Corporations](index=50&type=section&id=DIRECTORS%27%20AND%20CHIEF%20EXECUTIVE%27S%20INTERESTS%20OR%20SHORT%20POSITIONS%20IN%20THE%20SHARES%2C%20UNDERLYING%20SHARES%20OR%20DEBENTURES%20OF%20THE%20COMPANY%20OR%20ANY%20ASSOCIATED%20CORPORATIONS) As of June 30, 2025, Executive Director and Chairman Mr. Wong Ching Chun held a 75.0% long position in the company's shares; no other directors or chief executives had disclosable interests under the SFO | Director Name | Capacity | Number of Shares Held (Thousand shares) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Wong Ching Chun | Beneficial owner | 333,336,177 | 75.0% | - Other interests: Save for Mr. Wong Ching Chun, no other directors or chief executives had interests or short positions in the shares, underlying shares, or debentures disclosable under the SFO[245](index=245&type=chunk) [Directors' and Chief Executive's Rights to Acquire Shares or Debt Securities](index=51&type=section&id=DIRECTORS%27%20AND%20CHIEF%20EXECUTIVE%27S%20RIGHTS%20TO%20ACQUIRE%20SHARES%20OR%20DEBT%20SECURITIES) Neither the company nor its subsidiaries entered into any arrangements during or at the end of the period enabling directors, chief executives, or their associates to profit from acquiring shares or debt securities - No acquisition rights arrangements: At no time during the period or at the end of the period had the company or any of its subsidiaries entered into any arrangements to enable directors and chief executives of the company, their respective spouses, or children under 18 years of age to acquire benefits by means of acquiring shares or debentures of the company or any other body corporate[244](index=244&type=chunk)[246](index=246&type=chunk) [Share Option Scheme](index=52&type=section&id=SHARE%20OPTION%20SCHEME) The company adopted a new 2024 Share Option Scheme on July 11, 2024, replacing the 2017 scheme, to incentivize and attract talent, with total shares granted not exceeding 10% of issued shares; no options were granted during the period - New and old schemes: The company adopted a new share option scheme on July 11, 2024, and terminated the 2017 share option scheme on the same date[248](index=248&type=chunk)[254](index=254&type=chunk) - 2017 scheme: Terminated on July 11, 2024, with no share options granted and no outstanding share options at termination[249](index=249&type=chunk)[250](index=250&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk) - 2024 scheme purpose: Aims to incentivize and reward eligible participants for their contributions to the Group, and/or to recruit and retain high-caliber personnel[252](index=252&type=chunk)[257](index=257&type=chunk) - Grant limit: The total number of shares that may be issued upon exercise of all options that may be granted under the 2024 Share Option Scheme shall not exceed **10%** of the total number of shares in issue on the adoption date (i.e., 44,444,823 shares)[258](index=258&type=chunk)[261](index=261&type=chunk) - Current period status: No share options were granted during the period and as of the date of this report; as of January 1, 2025, and June 30, 2025, there were no outstanding share options under the 2024 Share Option Scheme[267](index=267&type=chunk)[270](index=270&type=chunk) [Interests Discloseable Under the SFO and Substantial Shareholders' and Other Persons' Interest in Securities](index=55&type=section&id=INTERESTS%20DISCLOSEABLE%20UNDER%20THE%20SFO%20AND%20SUBSTANTIAL%20SHAREHOLDERS%27%20AND%20OTHER%20PERSONS%27%20INTEREST%20IN%20SECURITIES) Except for the share interest of Executive Director and Chairman Mr. Wong Ching Chun, the Board was unaware of any other persons holding disclosable interests or short positions in shares or underlying shares under the SFO as of June 30, 2025 - Substantial shareholder interest: Executive Director and Chairman Mr. Wong Ching Chun holds a **75.0%** long position in the company's shares[243](index=243&type=chunk)[271](index=271&type=chunk) - Other persons' interests: Save for the directors or chief executives of the company, the Board is not aware of any other persons who had, or were deemed or taken to have, interests or short positions in the shares or underlying shares disclosable under the SFO[271](index=271&type=chunk)[275](index=275&type=chunk) [Adoption of New Bye-Laws](index=55&type=section&id=ADOPTION%20OF%20NEW%20BYE-LAWS) The company adopted the Third Amended and Restated Bye-laws via special resolution at the AGM on May 9, 2025, to replace the old ones, providing flexibility for treasury shares and updating terms to comply with latest regulations - Adoption date: The new Bye-laws were adopted by shareholders through a special resolution passed at the company's Annual General Meeting held on May 9, 2025[273](index=273&type=chunk)[276](index=276&type=chunk) - Amendment purpose: Aims to (i) provide the company with the flexibility to hold treasury shares in accordance with the Bye-laws; and (ii) make other miscellaneous and housekeeping amendments, and update certain provisions with reference to the latest applicable laws of Bermuda and the GEM Listing Rules[272](index=272&type=chunk)[276](index=276&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=55&type=section&id=PURCHASE%2C%20SALE%20OR%20REDEMPTION%20OF%20THE%20COMPANY%27S%20LISTED%20SECURITIES) Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the reporting period - No securities transactions: During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[274](index=274&type=chunk)[277](index=277&type=chunk) [Competing Interest](index=56&type=section&id=COMPETING%20INTEREST) Chairman and Executive Director Mr. Wong Ching Chun and Executive Director Mr. Lau Siu Cheong hold interests in companies that may compete with the Group's IT services and money lending businesses - Mr. Wong Ching Chun's competing interests: Mr. Wong Ching Chun holds interests in Alliance Group and E-Business Software Group, which are primarily engaged in IT contract and maintenance services, potentially competing with the Group's enterprise management solutions and IT contract services business[279](index=279&type=chunk)[280](index=280&type=chunk)[285](index=285&type=chunk)[286](index=286&type=chunk) - Mr. Lau Siu Cheong's competing interests: Mr. Lau Siu Cheong is a director and sole shareholder of Wealthy Asset Management Limited, which is engaged in money lending business, potentially competing with the Group's money lending business through Union Faith Finance Limited[280](index=280&type=chunk)[281](index=281&type=chunk)[287](index=287&type=chunk) - Group's money lending business: Union Faith Finance Limited is a licensed money lender in Hong Kong, but is currently inactive and has no loan portfolio[281](index=281&type=chunk)[287](index=287&type=chunk) [Corporate Governance](index=56&type=section&id=CORPORATE%20GOVERNANCE) The company complied with the code provisions set out in Part 2 of Appendix C1 to the GEM Listing Rules during the reporting period - Compliance: During the period, the company complied with the code provisions set out in Part 2 of Appendix C1 to the GEM Listing Rules[283](index=283&type=chunk)[288](index=288&type=chunk) [Audit Committee](index=56&type=section&id=AUDIT%20COMMITTEE) The Audit Committee, comprising three independent non-executive directors, reviews and oversees the Group's financial reporting, risk management, and internal control procedures, and has reviewed the unaudited condensed consolidated financial statements for the period - Composition: The Audit Committee currently comprises three independent non-executive directors, namely Mr. Cheng Hong Ki (Chairman of the Audit Committee), Mr. Chan Yung, and Ms. Wong Chi Yan[284](index=284&type=chunk)[289](index=289&type=chunk) - Responsibilities: The primary responsibilities of the Audit Committee are to review and oversee the Group's financial reporting process, risk management, and internal control procedures[284](index=284&type=chunk)[289](index=289&type=chunk) - Report review: The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the period[284](index=284&type=chunk)[289](index=289&type=chunk) [Sufficiency of Public Float](index=57&type=section&id=SUFFICIENCY%20OF%20PUBLIC%20FLOAT) As of the latest practicable date prior to the report's publication, the company maintained the public float required by the GEM Listing Rules - Public float: The company has maintained the public float required by the GEM Listing Rules[290](index=290&type=chunk)[293](index=293&type=chunk) [Appreciation](index=57&type=section&id=APPRECIATION) The Chairman, on behalf of the Board, extends sincere gratitude to all business partners, shareholders, and customers for their support - Acknowledgements: On behalf of the Board, I would like to express sincere gratitude to all business partners, shareholders, and customers for their support to the company[291](index=291&type=chunk)[294](index=294&type=chunk) - Board members: As of the date of this report, the Board comprises two executive directors and three independent non-executive directors[292](index=292&type=chunk)[295](index=295&type=chunk)

Core Viewpoint - Mingke International (08100) reported a decline in revenue and an increase in shareholder losses for the six months ending June 30, 2025, indicating significant financial challenges faced by the company [1] Financial Performance - The group's revenue for the period was HKD 39.723 million, representing a year-on-year decrease of 15.91% [1] - Shareholder losses amounted to HKD 7.42 million, which is an increase of 1168.38% compared to the previous year [1] - The loss per share was reported at HKD 0.0167 [1]

Group 1 - The company reported a revenue of HKD 39.723 million for the six months ending June 30, 2025, representing a year-on-year decrease of 15.91% [1] - The loss attributable to shareholders was HKD 7.42 million, which is an increase of 1168.38% compared to the previous year [1] - The loss per share was HKD 0.0167 [1]

[GEM Market Characteristics](index=2&type=section&id=GEM%20Market%20Characteristics) The GEM market provides a listing platform for small and medium-sized companies, entailing higher investment risks and potential for significant market volatility - The GEM market is positioned to provide a listing platform for small and medium-sized companies, with securities potentially subject to greater market volatility and no guarantee of high liquidity[5](index=5&type=chunk)[6](index=6&type=chunk)[9](index=9&type=chunk)[10](index=10&type=chunk) [Independent Review Report](index=3&type=section&id=INDEPENDENT%20REVIEW%20REPORT) The independent review report confirms that the interim financial information for the six months ended June 30, 2025, was prepared in accordance with HKAS 34 - The independent review report confirms that the interim financial information for the six months ended June 30, 2025, was prepared in all material respects in accordance with Hong Kong Accounting Standard 34, with no non-compliance found[18](index=18&type=chunk)[19](index=19&type=chunk) - The scope of review is substantially less than an audit, therefore no audit opinion is expressed[13](index=13&type=chunk)[15](index=15&type=chunk) [Condensed Consolidated Financial Statements](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) The group's financial performance for the six months ended June 30, 2025, shows a shift from profit to loss, with a significant decline in total assets and equity [Condensed Consolidated Statement of Profit or Loss – Unaudited](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20PROFIT%20OR%20LOSS%20%E2%80%93%20UNAUDITED) For the six months ended June 30, 2025, the group's revenue decreased, shifting from profit to loss, with a widened loss attributable to owners of the Company Condensed Consolidated Statement of Profit or Loss Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 39,723 | 47,236 | -15.9% | | Gross Profit | 30,411 | 31,502 | -3.5% | | Operating (Loss)/Profit | (5,501) | 1,422 | Shifted from profit to loss | | (Loss)/Profit for the Period | (6,286) | 616 | Shifted from profit to loss | | (Loss)/Profit Attributable to Owners of the Company | (7,420) | (585) | Loss widened | | Basic Loss Per Share (HK cents) | (1.67) | (0.13) | Loss widened | [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income – Unaudited](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20PROFIT%20OR%20LOSS%20AND%20OTHER%20COMPREHENSIVE%20INCOME%20%E2%80%93%20UNAUDITED) For the six months ended June 30, 2025, the group's total comprehensive income shifted from profit to loss, primarily due to the period's loss Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | (Loss)/Profit for the Period | (6,286) | 616 | Shifted from profit to loss | | Exchange differences on translation of financial statements of overseas subsidiaries | (29) | 31 | Decreased | | Fair value change of equity instruments at fair value through other comprehensive income | 446 | (13) | Significantly increased | | Total Comprehensive Income for the Period | (5,869) | 634 | Shifted from profit to loss | | Total Comprehensive Income Attributable to Owners of the Company | (7,003) | (567) | Loss widened | [Condensed Consolidated Statement of Financial Position – Unaudited](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20FINANCIAL%20POSITION%20%E2%80%93%20UNAUDITED) As at June 30, 2025, the group's total assets and total equity decreased, with a reduction in net current assets Condensed Consolidated Statement of Financial Position Key Data | Indicator | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 158,219 | 156,770 | Increased by 1,449 | | Right-of-use assets | 2,874 | 311 | Increased by 2,563 | | Goodwill | 40,225 | 42,525 | Decreased by 2,300 | | Total Current Assets | 103,257 | 121,335 | Decreased by 18,078 | | Cash and cash equivalents | 60,039 | 81,708 | Decreased by 21,669 | | Total Current Liabilities | 38,736 | 38,225 | Increased by 511 | | Contract liabilities | 3,710 | 845 | Increased by 2,865 | | Net Current Assets | 64,521 | 83,110 | Decreased by 18,589 | | Net Assets | 202,024 | 221,226 | Decreased by 19,202 | | Total Equity | 202,024 | 221,226 | Decreased by 19,202 | [Condensed Consolidated Statement of Changes in Equity – Unaudited](index=9&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CHANGES%20IN%20EQUITY%20%E2%80%93%20UNAUDITED) For the six months ended June 30, 2025, the group's total equity decreased due to the period's loss and dividends paid Condensed Consolidated Statement of Changes in Equity Key Data | Indicator | 1 January 2025 (HK$ thousand) | 30 June 2025 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Total Equity | 221,226 | 202,024 | -19,202 | | (Loss)/Profit for the Period | - | (6,286) | - | | Total Comprehensive Income for the Period | - | (5,869) | - | | Dividends Paid | - | (13,333) | - | | Investment Revaluation Reserve | (2,310) | (1,864) | Increased by 446 | | Accumulated Losses | (1,328,375) | (1,335,795) | Increased by 7,420 | [Condensed Consolidated Statement of Cash Flows – Unaudited](index=10&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS%20%E2%80%93%20UNAUDITED) For the six months ended June 30, 2025, the group's cash and cash equivalents decreased, mainly due to cash outflows from investing and financing activities Condensed Consolidated Statement of Cash Flows Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 14,395 | (3,683) | Significantly improved | | Net cash used in investing activities | (19,950) | (20,458) | Slightly decreased | | Net cash used in financing activities | (16,085) | (323) | Significantly increased | | Net decrease in cash and cash equivalents | (21,640) | (24,464) | Decreased | | Cash and cash equivalents at 30 June | 60,039 | 58,909 | Increased by 1,130 | [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=NOTES%20TO%20THE%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) These notes provide detailed explanations and disclosures for the condensed consolidated financial statements, covering corporate information, accounting policies, and financial instrument fair value measurements [1. Corporate Information](index=11&type=section&id=1.%20CORPORATE%20INFORMATION) Nameco International Holdings Limited, listed on GEM, is incorporated in Cayman Islands and re-domiciled in Bermuda, engaging in software, e-commerce, securities investment, and IT services - The Company was incorporated in the Cayman Islands on July 30, 2001, and re-domiciled in Bermuda on January 9, 2014[35](index=35&type=chunk)[40](index=40&type=chunk) - The Company's shares are listed on GEM of The Stock Exchange of Hong Kong Limited, with its principal business being investment holding[36](index=36&type=chunk)[40](index=40&type=chunk) - The Group is principally engaged in the research and development and distribution of PC performance software, anti-virus software, mobile phone applications and toolbar advertisements; operation of B2C online sales platforms and B2B product trading; securities investment; and provision of corporate management solutions and information technology contract services[36](index=36&type=chunk)[40](index=40&type=chunk) [2. Basis of Preparation](index=11&type=section&id=2.%20BASIS%20OF%20PREPARATION) The interim financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, using historical cost convention - The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the GEM Listing Rules[38](index=38&type=chunk)[41](index=41&type=chunk) - The statements are prepared under the historical cost convention, except for certain financial instruments measured at fair value[39](index=39&type=chunk)[41](index=41&type=chunk) - The principal accounting policies are consistent with those adopted in the annual audited consolidated financial statements for 2024, except for the adoption of new and revised HKFRS accounting standards during the period[39](index=39&type=chunk)[41](index=41&type=chunk) [3. Adoption of New and Revised HKFRS Accounting Standards](index=12&type=section&id=3.%20ADOPTION%20OF%20NEW%20AND%20REVISED%20HKFRS%20ACCOUNTING%20STANDARDS) The group adopted new and revised HKFRS effective January 1, 2025, without significant changes to accounting policies or reported amounts - The Group has adopted all new and revised HKFRS accounting standards effective from January 1, 2025[42](index=42&type=chunk)[45](index=45&type=chunk) - The adoption of these standards did not result in significant changes to accounting policies, financial statement presentation, or reported amounts[42](index=42&type=chunk)[45](index=45&type=chunk) - The Group has not early applied any new standards or interpretations that have been issued but are not yet effective, and is currently assessing their potential impact[44](index=44&type=chunk)[47](index=47&type=chunk) [4. Revenue](index=13&type=section&id=4.%20REVENUE) For the six months ended June 30, 2025, the group's total revenue decreased by 15.9%, primarily due to a significant reduction in corporate management solutions and IT contract services Revenue from Contracts with Customers by Service Line | Service Line | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Sales of computer and mobile phone software and toolbar advertisements | 36,576 | 36,091 | Increased by 1.3% | | Provision of corporate management solutions and I.T. contract services | 3,147 | 11,145 | Decreased by 71.8% | | **Total Revenue** | **39,723** | **47,236** | **Decreased by 15.9%** | [5. Other Income and Other Gains and (Losses), Net](index=14&type=section&id=5.%20OTHER%20INCOME%20AND%20OTHER%20GAINS%20AND%20(LOSSES),%20NET) For the six months ended June 30, 2025, other income and net gains/(losses) shifted to a net loss, mainly due to goodwill impairment and fair value losses on financial assets Other Income and Other Gains and (Losses), Net | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Bank interest income | 439 | 213 | Increased by 106.1% | | Dividend income | 43 | 123 | Decreased by 65.0% | | Impairment loss on goodwill | (2,300) | – | Significantly increased | | Realised and unrealised (losses)/gains on financial assets at fair value through profit or loss | (541) | 2,386 | Shifted from gain to loss | | Exchange gains/(losses), net | 107 | (156) | Shifted from loss to gain | | **Other Income and Other Gains and (Losses), Net** | **(2,252)** | **2,575** | **Shifted from gain to loss** | - An impairment loss on goodwill of **HK$2,300,000** was recognized during the period, related to Wefound System (Hong Kong) Limited[52](index=52&type=chunk)[53](index=53&type=chunk) [6. (Loss)/Profit Before Tax](index=15&type=section&id=6.%20(LOSS)%2FPROFIT%20BEFORE%20TAX) For the six months ended June 30, 2025, the group shifted from profit to a loss before tax, impacted by intangible asset amortization, goodwill impairment, and increased staff costs Major Deductions from (Loss)/Profit Before Tax | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Finance costs: Interest expense on lease liabilities | 29 | 28 | Increased by 3.6% | | Staff costs: Salaries, wages and other benefits | 7,701 | 7,022 | Increased by 9.7% | | Staff costs: Retirement scheme contributions | 209 | 194 | Increased by 7.7% | | Amortisation of intangible assets | 19,688 | 19,072 | Increased by 3.2% | | Impairment loss on goodwill | 2,300 | – | Significantly increased | | Depreciation of right-of-use assets | 374 | 297 | Increased by 25.9% | | Provision for impairment loss on trade and other receivables | 175 | 478 | Decreased by 63.4% | [7. Income Tax Expense](index=16&type=section&id=7.%20INCOME%20TAX%20EXPENSE) For the six months ended June 30, 2025, income tax expense slightly decreased, comprising Hong Kong profits tax and withholding tax Composition of Income Tax Expense | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Current tax: Hong Kong profits tax | 550 | 704 | Decreased by 21.9% | | Current tax: Withholding tax | 84 | 74 | Increased by 13.5% | | Deferred tax | 122 | – | Significantly increased | | **Total Income Tax Expense** | **756** | **778** | **Decreased by 2.8%** | - Hong Kong profits tax is levied at a two-tiered rate, with the first **HK$2 million** of assessable profits taxed at **8.25%** and the remainder at **16.5%**[60](index=60&type=chunk) - No provision for corporate income tax was made for the Group's PRC subsidiaries for the current period and the corresponding period in 2024 due to tax losses incurred[60](index=60&type=chunk) [8. Dividends](index=17&type=section&id=8.%20DIVIDENDS) The Board does not recommend any interim dividend for the period, but a final and special dividend for 2024 totaling HK$13.333 million was paid - The Board does not recommend the payment of any interim dividend for the current period (2024: nil)[62](index=62&type=chunk)[64](index=64&type=chunk) - A final dividend of **HK$0.002** per share and a special dividend of **HK$0.028** per share for 2024, totaling **HK$0.030** per share, amounting to approximately **HK$13,333,000**, were paid during the period[62](index=62&type=chunk)[64](index=64&type=chunk) [9. Loss Per Share](index=17&type=section&id=9.%20LOSS%20PER%20SHARE) For the six months ended June 30, 2025, basic loss per share attributable to owners of the Company widened to 1.67 HK cents Loss Per Share Calculation | Indicator | 2025 (HK$ thousand/thousand shares) | 2024 (HK$ thousand/thousand shares) | Change | | :--- | :--- | :--- | :--- | | Loss attributable to owners of the Company | (7,420) | (585) | Loss widened | | Weighted average number of ordinary shares for basic loss per share | 444,448 | 444,448 | No change | | **Basic Loss Per Share (HK cents)** | **(1.67)** | **(0.13)** | **Loss widened** | - Diluted loss per share is the same as basic loss per share as there were no potential dilutive ordinary shares outstanding during the current period and the corresponding period in 2024[67](index=67&type=chunk) [10. Segment Reporting](index=18&type=section&id=10.%20SEGMENT%20REPORTING) The group manages its business across four segments, with software business being the primary revenue and profit contributor, while other segments experienced losses - The Group has four reportable segments: software business, securities investment business, corporate management solutions and I.T. contract services business, and B2C online sales platform and B2B product trading business[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) [10. (a) Segment results](index=18&type=section&id=10.%20(a)%20Segment%20results) For the six months ended June 30, 2025, software business remained the main profit source, while securities investment and corporate management solutions segments shifted to losses Segment Results for the Six Months Ended 30 June 2025 | Segment | Revenue (HK$ thousand) | Segment Results (HK$ thousand) | | :--- | :--- | :--- | | Software Business | 36,576 | 5,513 | | Securities Investment Business | – | (536) | | Corporate Management Solutions and I.T. Contract Services Business | 3,147 | (3,248) | | B2C Online Sales Platform and B2B Product Trading Business | – | (405) | | **Total** | **39,723** | **1,324** | Segment Results for the Six Months Ended 30 June 2024 | Segment | Revenue (HK$ thousand) | Segment Results (HK$ thousand) | | :--- | :--- | :--- | | Software Business | 36,091 | 5,652 | | Securities Investment Business | – | 2,450 | | Corporate Management Solutions and I.T. Contract Services Business | 11,145 | 91 | | B2C Online Sales Platform and B2B Product Trading Business | – | (650) | | **Total** | **47,236** | **7,543** | - The Corporate Management Solutions and I.T. Contract Services Business recorded a goodwill impairment loss of **HK$2,300,000**[74](index=74&type=chunk) [10. (b) Segment assets and liabilities](index=22&type=section&id=10.%20(b)%20Segment%20assets%20and%20liabilities) As at June 30, 2025, the software business accounted for the largest portion of the group's segment assets and liabilities Segment Assets and Liabilities as at 30 June 2025 | Segment | Segment Assets (HK$ thousand) | Segment Liabilities (HK$ thousand) | | :--- | :--- | :--- | | Software Business | 167,864 | 47,733 | | Securities Investment Business | 29,306 | 30 | | Corporate Management Solutions and I.T. Contract Services Business | 19,266 | 7,441 | | B2C Online Sales Platform and B2B Product Trading Business | 16,711 | 348 | | **Total Segments** | **233,147** | **55,552** | | Unallocated assets: Right-of-use assets | 2,874 | - | | Unallocated liabilities: Lease liabilities | - | 2,980 | | **Total Assets/Liabilities** | **261,476** | **59,452** | Segment Assets and Liabilities as at 31 December 2024 | Segment | Segment Assets (HK$ thousand) | Segment Liabilities (HK$ thousand) | | :--- | :--- | :--- | | Software Business | 172,361 | 50,491 | | Securities Investment Business | 29,426 | 60 | | Corporate Management Solutions and I.T. Contract Services Business | 18,374 | 3,309 | | B2C Online Sales Platform and B2B Product Trading Business | 17,074 | 375 | | **Total Segments** | **237,235** | **54,235** | | Unallocated assets: Right-of-use assets | 311 | - | | Unallocated liabilities: Lease liabilities | - | 328 | | **Total Assets/Liabilities** | **278,105** | **56,879** | [10. (c) Geographical information](index=25&type=section&id=10.%20(c)%20Geographical%20information) For the six months ended June 30, 2025, the group's revenue primarily originated from the United States, with a significant decrease in Hong Kong revenue Revenue by Geographical Location | Region | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | United States of America | 16,361 | 16,163 | Increased by 1.2% | | Hong Kong | 3,284 | 11,321 | Decreased by 70.9% | | United Kingdom | 2,562 | 2,423 | Increased by 5.7% | | Brazil | 1,804 | 2,072 | Decreased by 12.9% | | Germany | 1,571 | 1,959 | Decreased by 19.9% | | Japan | 1,352 | 1,143 | Increased by 18.3% | | Canada | 1,253 | 1,281 | Decreased by 2.1% | | Australia | 1,139 | 1,147 | Decreased by 0.7% | | Netherlands | 643 | 798 | Decreased by 19.4% | | Mainland China | 319 | 282 | Increased by 13.1% | | Others | 9,435 | 8,647 | Increased by 9.1% | | **Total** | **39,723** | **47,236** | **Decreased by 15.9%** | Geographical Location of Specified Non-Current Assets | Region | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | 156,706 | 155,703 | [10. (d) Information about major customers](index=26&type=section&id=10.%20(d)%20Information%20about%20major%20customers) For the six months ended June 30, 2025, one customer from the corporate management solutions segment contributed approximately 11.5% of the group's total revenue - For the six months ended June 30, 2025, one customer from the corporate management solutions and I.T. contract services business segment contributed approximately **11.5%** of the Group's total revenue[90](index=90&type=chunk)[94](index=94&type=chunk) - For the corresponding period in 2024, this customer contributed approximately **16.5%** of the Group's total revenue[91](index=91&type=chunk)[94](index=94&type=chunk) [11. Right-of-Use Assets](index=26&type=section&id=11.%20RIGHT-OF-USE%20ASSETS) During the period, the group recognized new right-of-use assets and lease liabilities of approximately HK$2.938 million for office properties - During the period, the Group entered into a new lease agreement for office properties for a fixed term of three years, recognizing right-of-use assets and lease liabilities of approximately **HK$2,938,000**[92](index=92&type=chunk)[95](index=95&type=chunk) - Depreciation of right-of-use assets for the period was approximately **HK$374,000** (2024: approximately **HK$297,000**)[93](index=93&type=chunk)[96](index=96&type=chunk) [12. Goodwill](index=27&type=section&id=12.%20GOODWILL) As at June 30, 2025, the group's goodwill carrying amount was HK$40.225 million, with an impairment loss of HK$2.3 million recognized due to underperformance Carrying Amount of Goodwill | Indicator | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Cost | 778,575 | 778,575 | | Accumulated impairment losses | 738,350 | 736,050 | | **Carrying Amount** | **40,225** | **42,525** | - An impairment loss on goodwill of **HK$2,300,000** was recognized during the period due to the underperformance of Wefound System (Hong Kong) Limited[102](index=102&type=chunk)[104](index=104&type=chunk) - The recoverable amount of the Wefound System (Hong Kong) Limited cash-generating unit was approximately **HK$7,450,000**, which was lower than its carrying amount of approximately **HK$9,714,000**[102](index=102&type=chunk)[104](index=104&type=chunk) [13. Financial Assets at Fair Value Through Other Comprehensive Income](index=29&type=section&id=13.%20FINANCIAL%20ASSETS%20AT%20FAIR%20VALUE%20THROUGH%20OTHER%20COMPREHENSIVE%20INCOME) As at June 30, 2025, the group's financial assets at fair value through other comprehensive income totaled HK$1.513 million, primarily unlisted equity securities, with fair value estimated by an independent appraiser Financial Assets at Fair Value Through Other Comprehensive Income | Item | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Unlisted equity securities, at fair value | 1,513 | 1,067 | | **Total** | **1,513** | **1,067** | - The fair value of unlisted equity securities is estimated by an independent valuer using the index return method[110](index=110&type=chunk) [14. Trade and Other Receivables](index=29&type=section&id=14.%20TRADE%20AND%20OTHER%20RECEIVABLES) As at June 30, 2025, total trade and other receivables increased to HK$17.007 million, mainly due to higher prepayments and amounts due from brokers Composition of Trade and Other Receivables | Item | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Trade receivables (net of impairment provision) | 9,337 | 9,404 | Decreased by 67 | | Prepayments, deposits and other receivables | 5,465 | 1,630 | Increased by 3,835 | | Amounts due from brokers | 2,117 | 362 | Increased by 1,755 | | Amounts due from non-controlling interests of a subsidiary | 88 | 88 | No change | | **Total** | **17,007** | **11,484** | **Increased by 5,523** | [14. (a) Ageing analysis of trade receivables](index=30&type=section&id=14.%20(a)%20Ageing%20analysis%20of%20trade%20receivables) As at June 30, 2025, the largest portion of trade receivables (net of impairment) was not yet due, but overdue amounts increased Ageing Analysis of Trade Receivables | Ageing | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Not yet due | 7,988 | 8,913 | | Less than 1 month overdue | 282 | 349 | | 1 to 3 months overdue | 817 | 67 | | More than 3 months but less than 12 months overdue | 236 | 60 | | More than 12 months overdue | 14 | 15 | | **Total** | **9,337** | **9,404** | [14. (b) Impairment of trade receivables](index=30&type=section&id=14.%20(b)%20Impairment%20of%20trade%20receivables) The group recognizes expected credit loss provisions for trade and other receivables based on historical experience and economic conditions - The Group recognizes expected credit loss (ECL) provisions for trade and other receivables[115](index=115&type=chunk)[117](index=117&type=chunk) - ECLs are estimated based on the Group's historical credit loss experience, debtor-specific factors, general economic conditions, and forward-looking economic developments[116](index=116&type=chunk)[117](index=117&type=chunk) [14. (c) Amounts due from non-controlling interests of a subsidiary](index=31&type=section&id=14.%20(c)%20Amounts%20due%20from%20non-controlling%20interests%20of%20a%20subsidiary) Amounts due from non-controlling interests of a subsidiary are unsecured, interest-free, and have no fixed repayment terms - Amounts due from non-controlling interests are unsecured, interest-free, and have no fixed repayment terms[118](index=118&type=chunk)[121](index=121&type=chunk) [14. (d) Other loan receivable](index=31&type=section&id=14.%20(d)%20Other%20loan%20receivable) The other loan receivable from Jun Yang Energy Holdings Limited is unsecured, interest-free, and repayable on demand, with a 100% ECL provision made in 2018 - The other loan receivable from Jun Yang Energy Holdings Limited is unsecured, interest-free, and repayable on demand, subject to the consent of all its shareholders[119](index=119&type=chunk)[122](index=122&type=chunk) - The Group recognized a **100%** expected credit loss provision of **HK$27,230,000** for this loan in 2018, with no reversal made during the current period[120](index=120&type=chunk)[122](index=122&type=chunk) [15. Financial Assets at Fair Value Through Profit or Loss](index=32&type=section&id=15.%20FINANCIAL%20ASSETS%20AT%20FAIR%20VALUE%20THROUGH%20PROFIT%20OR%20LOSS) As at June 30, 2025, these financial assets totaled HK$25.212 million, primarily Hong Kong-listed equity securities valued based on market prices or index returns Financial Assets at Fair Value Through Profit or Loss | Item | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Listed equity securities in Hong Kong, at fair value for trading | 25,211 | 27,448 | | Unlisted equity securities | 1 | 1 | | **Total** | **25,212** | **27,449** | - The fair value of listed securities is based on market prices at the end of the reporting period, while the fair value of listed equity securities whose trading has been suspended and unlisted equity securities is estimated using the index return method[125](index=125&type=chunk)[126](index=126&type=chunk)[128](index=128&type=chunk) [16. Trade and Other Payables](index=33&type=section&id=16.%20TRADE%20AND%20OTHER%20PAYABLES) As at June 30, 2025, total trade and other payables decreased to HK$6.453 million, mainly due to a reduction in accrued expenses and other payables Composition of Trade and Other Payables | Item | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables | 2,625 | 821 | | Accrued expenses and other payables | 3,828 | 8,838 | | **Total** | **6,453** | **9,659** | Ageing Analysis of Trade Payables | Ageing | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Less than 3 months | 2,625 | 430 | | More than 3 months but less than 12 months | – | 391 | | **Total** | **2,625** | **821** | [17. Share Capital](index=33&type=section&id=17.%20SHARE%20CAPITAL) As at June 30, 2025, the company's authorized share capital was HK$800 million, with issued and fully paid share capital of HK$4.444 million Share Capital Composition | Item | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Authorised ordinary shares (par value HK$0.01 per share) | 800,000 | 800,000 | | Issued and fully paid ordinary shares (par value HK$0.01 per share) | 4,444 | 4,444 | - As at June 30, 2025, the number of issued ordinary shares was **444,448,000** shares[133](index=133&type=chunk) [18. Reserves](index=34&type=section&id=18.%20RESERVES) Group reserve movements are reported in the condensed consolidated statement of changes in equity, with a share premium account cancellation and transfer to contributed surplus - The amounts and movements of the Group's reserves are presented in the unaudited condensed consolidated statement of changes in equity[134](index=134&type=chunk) - Pursuant to a special resolution passed on June 25, 2024, approximately **HK$517,181,000** from the share premium account was cancelled and transferred to the contributed surplus account[135](index=135&type=chunk)[138](index=138&type=chunk) [19. Fair Value Measurement of Financial Instruments](index=34&type=section&id=19.%20FAIR%20VALUE%20MEASUREMENT%20OF%20FINANCIAL%20INSTRUMENTS) The carrying amounts of the group's financial assets and liabilities approximate their fair values, with fair value measurements categorized into a three-level hierarchy - The carrying amounts of the Group's financial assets and financial liabilities approximate their respective fair values[136](index=136&type=chunk)[139](index=139&type=chunk) - Fair value measurements are categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[137](index=137&type=chunk)[140](index=140&type=chunk) - Level 3 fair value measurements are primarily performed by external valuation experts using the index return method, with key unobservable inputs including share price, relevant market index return, and liquidity discount rate[153](index=153&type=chunk)[154](index=154&type=chunk)[158](index=158&type=chunk)[164](index=164&type=chunk) [19. (a) Disclosures of levels in fair value hierarchy at 30 June 2025 and 31 December 2024](index=35&type=section&id=19.%20(a)%20Disclosures%20of%20levels%20in%20fair%20value%20hierarchy%20at%2030%20June%202025%20and%2031%20December%202024) As at June 30, 2025, the fair value of the group's financial assets was primarily in Level 1 (listed equity securities) and Level 3 (listed and unlisted equity securities) Fair Value Measurement Levels as at 30 June 2025 | Details | Level 1 (HK$ thousand) | Level 2 (HK$ thousand) | Level 3 (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss: Listed equity securities | 19,552 | – | 5,659 | 25,211 | | Financial assets at fair value through profit or loss: Unlisted equity securities | – | – | 1 | 1 | | Financial assets at fair value through other comprehensive income: Unlisted equity securities | – | – | 1,513 | 1,513 | | **Total** | **19,552** | **–** | **7,173** | **26,725** | Fair Value Measurement Levels as at 31 December 2024 | Details | Level 1 (HK$ thousand) | Level 2 (HK$ thousand) | Level 3 (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss: Listed equity securities | 22,972 | – | 4,476 | 27,448 | | Financial assets at fair value through profit or loss: Unlisted equity securities | – | – | 1 | 1 | | Financial assets at fair value through other comprehensive income: Unlisted equity securities | – | – | 1,067 | 1,067 | | **Total** | **22,972** | **–** | **5,544** | **28,516** | [19. (b) Reconciliation of assets measured at fair value based on level 3 at 30 June 2025 and 31 December 2024](index=36&type=section&id=19.%20(b)%20Reconciliation%20of%20assets%20measured%20at%20fair%20value%20based%20on%20level%203%20at%2030%20June%202025%20and%2031%20December%202024) As at June 30, 2025, Level 3 fair value assets, mainly unlisted and some listed equity securities, increased due to gains recognized during the period Reconciliation of Level 3 Fair Value Assets as at 30 June 2025 | Item | 1 January 2025 (HK$ thousand) | Total gains recognized in profit or loss (HK$ thousand) | Total gains recognized in other comprehensive income (HK$ thousand) | 30 June 2025 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through other comprehensive income: Unlisted equity securities | 1,067 | – | 446 | 1,513 | | Financial assets at fair value through profit or loss: Listed equity securities | 4,476 | 1,183 | – | 5,659 | | Financial assets at fair value through profit or loss: Unlisted equity securities | 1 | – | – | 1 | Reconciliation of Level 3 Fair Value Assets as at 31 December 2024 | Item | 1 January 2024 (HK$ thousand) | Total losses recognized in profit or loss (HK$ thousand) | Total gains recognized in other comprehensive income (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through other comprehensive income: Unlisted equity securities | 1,013 | – | 54 | 1,067 | | Financial assets at fair value through profit or loss: Listed equity securities | 3,970 | 506 | – | 4,476 | | Financial assets at fair value through profit or loss: Unlisted equity securities | 1 | – | – | 1 | [19. (c) Disclosure of valuation process used by the Group and valuation techniques and inputs used in fair value measurements at 30 June 2025 and 31 December 2024](index=38&type=section&id=19.%20(c)%20Disclosure%20of%20valuation%20process%20used%20by%20the%20Group%20and%20valuation%20techniques%20and%20inputs%20used%20in%20fair%20value%20measurements%20at%2030%20June%202025%20and%2031%20December%202024) Group management is responsible for fair value measurements, which are reviewed annually, with Level 3 valuations often involving external experts and unobservable inputs - The Group's management is responsible for fair value measurements, which are reviewed at least annually[152](index=152&type=chunk)[153](index=153&type=chunk) - Level 3 fair value measurements typically involve engaging external valuation experts with recognized professional qualifications[153](index=153&type=chunk) - Key unobservable inputs include risk-free interest rates, yield spreads, expected volatility, dividend yields, present value of expected future share prices, probability-weighted profits, and discount factors[154](index=154&type=chunk) [20. Capital Commitments](index=41&type=section&id=20.%20CAPITAL%20COMMITMENTS) As at June 30, 2025, contracted but unprovided capital commitments totaled approximately HK$20.457 million, primarily for intangible asset development and property, plant, and equipment Capital Commitments | Item | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Development costs for intangible assets | 20,429 | – | | Property, plant and equipment costs | 28 | – | | **Total** | **20,457** | **–** | [Management Discussion and Analysis](index=42&type=section&id=MANAGEMENT%20DISCUSSION%20AND%20ANALYSIS) This section reviews the group's business and financial performance, outlines risk factors, treasury policy, and future outlook [Business Review](index=42&type=section&id=BUSINESS%20REVIEW) The group's four business segments showed varied performance, with software business as the main revenue driver, while other segments faced challenges and losses [Software Business](index=42&type=section&id=Software%20Business) Software business revenue slightly increased to HK$36.576 million, but segment profit decreased by 2.5%, with ongoing R&D investment and market expansion plans Software Business Performance | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 36,576 | 36,091 | Increased by 1.3% | | Segment Profit | 5,513 | 5,652 | Decreased by 2.5% | - Boom Max Group continues to invest in its R&D team, focusing on cybersecurity, software product development, and marketing channels, with new software products expected to be launched by the end of 2025[172](index=172&type=chunk)[175](index=175&type=chunk) - The Group will continue to explore business opportunities in emerging markets (such as Asia Pacific countries) and strengthen its sales and distribution channels[173](index=173&type=chunk)[175](index=175&type=chunk) [Corporate Management Solutions and I.T. Contract Services Business](index=43&type=section&id=Corporate%20Management%20Solutions%20and%20I.T.%20Contract%20Services%20Business) This segment's revenue significantly decreased to HK$3.147 million, resulting in a loss of HK$3.248 million due to intense competition and goodwill impairment Corporate Management Solutions and I.T. Contract Services Business Performance | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 3,147 | 11,145 | Decreased by 71.8% | | Segment (Loss)/Profit | (3,248) | 91 | Shifted from profit to loss | - The loss is primarily attributable to intense competition in the IT industry and a goodwill impairment loss of **HK$2,300,000**[177](index=177&type=chunk)[183](index=183&type=chunk) - The Group will strive to enhance its competitiveness, strengthen technical capabilities, maintain service quality, and actively pursue government and corporate contract projects[179](index=179&type=chunk)[183](index=183&type=chunk) [B2C Online Sales Platform and B2B Product Trading Business](index=43&type=section&id=B2C%20Online%20Sales%20Platform%20and%20B2B%20Product%20Trading%20Business) This segment generated no revenue for the period, but its segment loss narrowed to HK$405 thousand, with continued exploration of new business opportunities B2C Online Sales Platform and B2B Product Trading Business Performance | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | – | – | No change | | Segment Loss | (405) | (650) | Loss narrowed | - The Group is committed to providing quality products to global customers by developing online and offline sales channels[181](index=181&type=chunk)[184](index=184&type=chunk) [Securities Investment Business](index=44&type=section&id=Securities%20Investment%20Business) Securities investment business shifted from profit to a loss of HK$536 thousand, primarily due to realized and unrealized losses on financial assets at fair value through profit or loss Securities Investment Business Performance | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Segment (Loss)/Profit | (536) | 2,450 | Shifted from profit to loss | - The loss is mainly attributable to net realized and unrealized losses on financial assets at fair value through profit or loss of approximately **HK$541,000**[187](index=187&type=chunk)[191](index=191&type=chunk) - As at June 30, 2025, the fair value of the Group's financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income were approximately **HK$25,212,000** and **HK$1,513,000** respectively, comprising 11 investment items[189](index=189&type=chunk)[192](index=192&type=chunk) [Financial Review](index=45&type=section&id=FINANCIAL%20REVIEW) For the six months ended June 30, 2025, the group's total revenue decreased, gross profit declined, and it shifted from profit to a net loss, with an increased gearing ratio [Revenue](index=45&type=section&id=Revenue) For the period, group revenue was approximately HK$39.723 million, a 15.9% decrease from the prior year, mainly from software and IT contract services - For the period, the Group's revenue was approximately **HK$39,723,000**, representing a decrease of approximately **15.9%** compared to the corresponding period in 2024[194](index=194&type=chunk)[200](index=200&type=chunk) - Revenue was primarily comprised of software business (approximately **HK$36,576,000**) and corporate management solutions and I.T. contract services business (approximately **HK$3,147,000**)[194](index=194&type=chunk)[200](index=200&type=chunk) [Gross Profit](index=45&type=section&id=Gross%20Profit) For the period, group gross profit was approximately HK$30.411 million, a 3.5% decrease from the prior year - For the period, the Group's gross profit was approximately **HK$30,411,000**, representing a decrease of approximately **3.5%** compared to the corresponding period in 2024[195](index=195&type=chunk)[201](index=201&type=chunk) [Finance Costs](index=45&type=section&id=Finance%20Costs) For the period, group finance costs were approximately HK$29 thousand, a 3.6% increase from the prior year - For the period, the Group's finance costs were approximately **HK$29,000**, representing an increase of approximately **3.6%** compared to the corresponding period in 2024[196](index=196&type=chunk)[202](index=202&type=chunk) [(Loss)/Profit for the Period](index=45&type=section&id=(Loss)%2FProfit%20for%20the%20Period) For the period, the group recorded a net loss of approximately HK$6.286 million, with the loss attributable to owners of the Company widening to HK$7.420 million - For the period, the Group recorded a net loss of approximately **HK$6,286,000** (2024: profit of approximately **HK$616,000**)[197](index=197&type=chunk)[203](index=203&type=chunk) - The net loss attributable to owners of the Company was approximately **HK$7,420,000** (2024: approximately **HK$585,000**)[198](index=198&type=chunk)[203](index=203&type=chunk) - The net loss was primarily due to the combined effect of the securities investment business and corporate management solutions and I.T. contract services business shifting from profit to loss, as well as an increase in other corporate expenses[197](index=197&type=chunk)[203](index=203&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=45&type=section&id=Liquidity,%20Financial%20Resources%20and%20Capital%20Structure) As at June 30, 2025, the group's cash and cash equivalents totaled approximately HK$60.683 million, primarily funding operations through internal resources - As at June 30, 2025, the Group's cash and cash equivalents and pledged bank deposits totaled approximately **HK$60,683,000** (December 31, 2024: approximately **HK$82,349,000**)[199](index=199&type=chunk)[204](index=204&type=chunk) - The Group primarily funds its operations through internal resources, and there have been no significant changes in its capital structure[199](index=199&type=chunk)[204](index=204&type=chunk) [Gearing Ratio](index=46&type=section&id=Gearing%20Ratio) As at June 30, 2025, the group's gearing ratio (total liabilities divided by total assets) increased to approximately 22.7% from 20.5% at December 31, 2024 - As at June 30, 2025, the Group's gearing ratio was approximately **22.7%** (December 31, 2024: approximately **20.5%**)[207](index=207&type=chunk)[214](index=214&type=chunk) - Total assets were approximately **HK$261,476,000**, and total liabilities were approximately **HK$59,452,000**[207](index=207&type=chunk)[214](index=214&type=chunk) [Dividend](index=46&type=section&id=Dividend) The Board does not recommend any interim dividend for the current period - The Board does not recommend the payment of any interim dividend for the current period (2024: nil)[208](index=208&type=chunk)[214](index=214&type=chunk) [Charges on the Group's Assets](index=46&type=section&id=Charges%20on%20the%20Group's%20Assets) As at June 30, 2025, the group pledged approximately HK$644 thousand in bank deposits as collateral for a HK$500 thousand banking facility - As at June 30, 2025, the Group had pledged bank deposits of approximately **US$83,000** (approximately **HK$644,000**) as collateral for a banking facility of **HK$500,000**[209](index=209&type=chunk)[215](index=215&type=chunk) - The pledged bank deposits are denominated in US dollars, for a period of six months, and bear interest at a fixed annual rate of **0.425%**[209](index=209&type=chunk)[215](index=215&type=chunk) - As at June 30, 2025, the Group had unutilized banking facilities of approximately **HK$287,000**[210](index=210&type=chunk)[215](index=215&type=chunk) [Risk Factors](index=46&type=section&id=RISK%20FACTORS) The group faces foreign exchange risk, financial risk from equity security price volatility, operational risks across segments, and credit risk from receivables [Foreign Exchange Exposure](index=46&type=section&id=Foreign%20Exchange%20Exposure) The group's business activities are primarily denominated in HKD, USD, and RMB, with no significant foreign exchange risk against USD due to the peg - The Group's business activities are primarily denominated in Hong Kong Dollars, United States Dollars, and Renminbi, with the US Dollar being the main currency of transactions[212](index=212&type=chunk)[216](index=216&type=chunk) - Due to the peg between the Hong Kong Dollar and the US Dollar, the Group has no significant foreign exchange exposure to the US Dollar[212](index=212&type=chunk)[216](index=216&type=chunk) - The Group will continue to manage its foreign currency risk against other currencies by closely monitoring exchange rate movements and may utilize hedging derivative instruments when appropriate[212](index=212&type=chunk)[216](index=216&type=chunk) [Financial Risk](index=47&type=section&id=Financial%20Risk) The group is exposed to equity security price risk due to fair value fluctuations of financial assets, with regular reviews of goodwill and intangible asset impairment - The Group is exposed to equity security price risk due to fluctuations in the fair value of financial assets at fair value through other comprehensive income and financial assets at fair value through profit or loss[217](index=217&type=chunk)[220](index=220&type=chunk) - The Directors regularly review risks and conduct impairment reviews of goodwill and intangible assets annually or more frequently[217](index=217&type=chunk)[220](index=220&type=chunk) [Operation Risk](index=47&type=section&id=Operation%20Risk) Each of the group's business segments faces specific operational risks, with management responsible for monitoring and implementing risk management policies - The Group faces operational risks related to each of its business segments[218](index=218&type=chunk)[221](index=221&type=chunk) - Management of each business segment is responsible for monitoring operations, assessing relevant risks, and implementing the Group's risk management policies and procedures[218](index=218&type=chunk)[221](index=221&type=chunk) [Credit Risk](index=47&type=section&id=Credit%20Risk) The group's credit risk primarily arises from trade and other receivables, totaling approximately HK$17.007 million as at June 30, 2025 - The Group's credit risk primarily arises from trade and other receivables, which amounted to approximately **HK$17,007,000** as at June 30, 2025[219](index=219&type=chunk)[222](index=222&type=chunk) - Management closely monitors credit risk, determines credit approvals, oversees collection procedures, and reviews the recoverability of trade debts to ensure adequate impairment loss provisions[219](index=219&type=chunk)[222](index=222&type=chunk) [Treasury Policy](index=48&type=section&id=TREASURY%20POLICY) The group maintains a prudent and centralized treasury policy, diversifying investments and managing capital to ensure sufficient liquidity - The Group adopts a prudent treasury policy, centralizing treasury activities and preferring a diversified investment portfolio[224](index=224&type=chunk)[229](index=229&type=chunk) - The Group has guidelines to monitor and control investment risks and manage capital, with the Board closely reviewing liquidity to ensure funding needs are met[224](index=224&type=chunk)[229](index=229&type=chunk) [Material Transaction](index=48&type=section&id=MATERIAL%20TRANSACTION) There were no material acquisitions or disposals by the group during the period - There were no material acquisitions or disposals by the Group during the period[225](index=225&type=chunk)[230](index=230&type=chunk) [Employees and Remuneration Policies](index=48&type=section&id=EMPLOYEES%20AND%20REMUNERATION%20POLICIES) As at June 30, 2025, the group employed 23 staff, with a performance-oriented remuneration policy including provident fund, medical insurance, and share option scheme - As at June 30, 2025, the Group employed **23** employees[226](index=226&type=chunk)[231](index=231&type=chunk) - Remuneration policies are guided by principles of equality, incentives, and employee performance, reviewed annually, with benefits including provident fund contributions, medical insurance, and discretionary performance-linked bonuses[226](index=226&type=chunk)[231](index=231&type=chunk) - The Group has a share option scheme to reward and incentivize employees[226](index=226&type=chunk)[231](index=231&type=chunk) [Contingent Liabilities](index=48&type=section&id=CONTINGENT%20LIABILITIES) As at June 30, 2025, the group had no significant contingent liabilities - As at June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil)[227](index=227&type=chunk)[232](index=232&type=chunk) [Capital Commitments](index=48&type=section&id=CAPITAL%20COMMITMENTS) As at June 30, 2025, contracted but unprovided capital commitments included approximately HK$20.429 million for intangible asset development and HK$28 thousand for property, plant, and equipment - As at June 30, 2025, contracted but unprovided capital commitments included approximately **HK$20,429,000** for the development costs of intangible assets and approximately **HK$28,000** for the acquisition costs of property, plant and equipment[228](index=228&type=chunk)[233](index=233&type=chunk) [Outlook](index=49&type=section&id=OUTLOOK) The group anticipates a challenging market in H2 2025, focusing on upgrading products, expanding sales channels, and diversifying business for sustainable growth and shareholder returns - The market environment in the second half of 2025 is expected to remain challenging, with ongoing cybersecurity threats, and the software business is anticipated to remain the primary revenue source[234](index=234&type=chunk)[237](index=237&type=chunk) - The Group will closely monitor IT trends, continuously upgrade existing products, strengthen its product portfolio, consolidate and expand software product sales channels, and enhance its position in the US and European markets[235](index=235&type=chunk)[237](index=237&type=chunk) - The Group will continue to pursue a diversified development approach, timely evaluate the revenue and growth prospects of each business segment, and flexibly allocate resources to business segments with high operating efficiency and sustainable development, to explore investment opportunities and generate returns for shareholders[236](index=236&type=chunk)[237](index=237&type=chunk) [Other Information](index=50&type=section&id=OTHER%20INFORMATION) This section covers various corporate governance matters, including directors' securities dealings, interests, share option schemes, and public float [Dealings for Securities Transactions by Directors](index=50&type=section&id=DEALINGS%20FOR%20SECURITIES%20TRANSACTIONS%20BY%20DIRECTORS) The company adopted GEM Listing Rules 5.48 to 5.67 for directors' securities dealings, with all directors confirming compliance during the period - The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the required standard for directors' dealings in the Company's securities[239](index=239&type=chunk)[242](index=242&type=chunk) - All Directors confirmed that they have complied with the aforementioned GEM Listing Rules during the period[239](index=239&type=chunk)[242](index=242&type=chunk) [Directors' Interests in Contracts or Arrangements](index=50&type=section&id=DIRECTORS'%20INTERESTS%20IN%20CONTRACTS%20OR%20ARRANGEMENTS) No directors or related entities had significant interests in any material transactions, arrangements, or contracts of the company or its subsidiaries during the period - No Director or entity connected with a Director had a material direct or indirect interest in any significant transaction, arrangement, or contract of the Company or any of its subsidiaries during the period or at the end of the period[240](index=240&type=chunk)[243](index=243&type=chunk) - Furthermore, no Director had any direct or indirect interest in any assets acquired, disposed of, or leased by any member of the Group[240](index=240&type=chunk)[243](index=243&type=chunk) [Directors' and Chief Executive's Interests or Short Positions in the Shares, Underlying Shares or Debentures of the Company or Any Associated Corporations](index=50&type=section&id=DIRECTORS'%20AND%20CHIEF%20EXECUTIVE'S%20INTERESTS%20OR%20SHORT%20POSITIONS%20IN%20THE%20SHARES,%20UNDERLYING%20SHARES%20OR%20DEBENTURES%20OF%20THE%20COMPANY%20OR%20ANY%20ASSOCIATED%20CORPORATIONS) As at June 30, 2025, Executive Director and Chairman Mr. Wong Ching Chun held 75.0% of the company's ordinary shares, with no other disclosable interests Directors' Long Positions in Ordinary Shares of the Company | Name of Director | Capacity | Number of Shares Interested | Approximate Percentage of Total Issued Share Capital of the Company | | :--- | :--- | :--- | :--- | | Wong Ching Chun | Beneficial owner | 333,336,177 (L) | 75.0% | - Save for Mr. Wong Ching Chun, as at June 30, 2025, no other Director or chief executive had any interests or short positions required to be disclosed under the Securities and Futures Ordinance[245](index=245&type=chunk)[247](index=247&type=chunk) [Directors' and Chief Executive's Rights to Acquire Shares or Debt Securities](index=51&type=section&id=DIRECTORS'%20AND%20CHIEF%20EXECUTIVE'S%20RIGHTS%20TO%20ACQUIRE%20SHARES%20OR%20DEBT%20SECURITIES) Except for the share option scheme, no arrangements existed during the period for directors or their associates to acquire shares or debt securities of the company or any other corporation - Save for the share option scheme disclosed, at no time during the period or at the end of the period was the Company or any of its subsidiaries a party to any arrangement to enable the Directors and chief executive, their respective spouses or children under 18 years of age to acquire benefits by means of the acquisition of shares or debentures of the Company or any other body corporate[246](index=246&type=chunk)[247](index=247&type=chunk) [Share Option Scheme](index=52&type=section&id=SHARE%20OPTION%20SCHEME) The company adopted a new 2024 Share Option Scheme on July 11, 2024, replacing the 2017 scheme, to incentivize participants, with no options granted or outstanding - The Company adopted a new 2024 Share Option Scheme on July 11, 2024, and terminated the 2017 Share Option Scheme on the same date[249](index=249&type=chunk)[255](index=255&type=chunk) - The 2024 Share Option Scheme aims to incentivize and reward eligible participants, as well as to recruit and retain high-caliber personnel[253](index=253&type=chunk)[258](index=258&type=chunk) - The scheme's authorized limit is **10%** of the total issued shares as at the adoption date, which is **44,444,823** shares[259](index=259&type=chunk)[262](index=262&type=chunk) - No share options were granted or outstanding under the 2024 Share Option Scheme during the period and up to the date of this report[268](index=268&type=chunk)[271](index=271&type=chunk) [2017 Share Option Scheme](index=52&type=section&id=2017%20Share%20Option%20Scheme) The 2017 Share Option Scheme was terminated on July 11, 2024, with no further options granted and no outstanding options at termination - The 2017 Share Option Scheme was terminated on July 11, 2024, and no further options could be granted thereafter[250](index=250&type=chunk)[256](index=256&type=chunk) - As at the date of termination of the 2017 Share Option Scheme, no share options had been granted and no share options were outstanding[251](index=251&type=chunk)[257](index=257&type=chunk) [2024 Share Option Scheme](index=52&type=section&id=2024%20Share%20Option%20Scheme) The 2024 Share Option Scheme, adopted on July 11, 2024, has a 10-year validity and an authorized limit of 10% of issued shares, with subscription prices determined by the Board - The 2024 Share Option Scheme was adopted on July 11, 2024, and remains valid for a period of **10** years from that date[252](index=252&type=chunk)[258](index=258&type=chunk) - The scheme's authorized limit is **10%** of the total issued shares as at the adoption date (i.e., **44,444,823** shares)[259](index=259&type=chunk)[262](index=262&type=chunk) - The subscription price for share options is determined by the Board at its sole discretion, provided it is at least the highest of the closing price of the shares as stated in the Stock Exchange's daily quotation sheet on the date of the offer, the average closing price for the five business days immediately preceding the offer date, and the nominal value of the shares on the offer date[267](index=267&type=chunk)[270](index=270&type=chunk) [Interests Discloseable Under the SFO and Substantial Shareholders' and Other Persons' Interest in Securities](index=55&type=section&id=INTERESTS%20DISCLOSEABLE%20UNDER%20THE%20SFO%20AND%20SUBSTANTIAL%20SHAREHOLDERS'%20AND%20OTHER%20PERSONS'%20INTEREST%20IN%20SECURITIES) As at June 30, 2025, the Board was unaware of any substantial shareholdings or short positions disclosable under the SFO, other than Mr. Wong Ching Chun's interest - As at June 30, 2025, save for the shareholding interest held by Mr. Wong Ching Chun, the Board was not aware of any other person who had any substantial shareholding or short position required to be disclosed under the Securities and Futures Ordinance[272](index=272&type=chunk)[276](index=276&type=chunk) [Adoption of New Bye-Laws](index=55&type=section&id=ADOPTION%20OF%20NEW%20BYE-LAWS) The company adopted new amended and restated bye-laws on May 9, 2025, to provide flexibility for treasury shares and update provisions in line with latest Bermuda laws and GEM Listing Rules - The Board proposed to amend the existing bye-laws to provide flexibility for holding treasury shares and to update provisions to comply with the latest applicable laws in Bermuda and the GEM Listing Rules[273](index=273&type=chunk)[277](index=277&type=chunk) - The new bye-laws were adopted by shareholders through a special resolution passed at the annual general meeting held on May 9, 2025[274](index=274&type=chunk)[277](index=277&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=55&type=section&id=PURCHASE,%20SALE%20OR%20REDEMPTION%20OF%20THE%20COMPANY'S%20LISTED%20SECURITIES) Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period[275](index=275&type=chunk)[278](index=278&type=chunk) [Competing Interest](index=56&type=section&id=COMPETING%20INTEREST) Board Chairman and Executive Director Mr. Wong Ching Chun and Executive Director Mr. Lau Siu Cheong have interests in other entities whose business activities may compete with the group's corporate management solutions or money lending businesses - Mr. Wong Ching Chun, Chairman and Executive Director, has interests in Alliance Group and E-Business Software Group, whose business activities may compete with the Group's corporate management solutions and I.T. contract services business[280](index=280&type=chunk)[281](index=281&type=chunk)[286](index=286&type=chunk)[287](index=287&type=chunk) - Mr. Lau Siu Cheong, Executive Director, is a director and sole shareholder of Wealthy Safe Asset Management Limited, whose money lending business may compete with the Group's money lending business[281](index=281&type=chunk)[282](index=282&type=chunk)[288](index=288&type=chunk) [Corporate Governance](index=56&type=section&id=CORPORATE%20GOVERNANCE) The company complied with the Corporate Governance Code provisions in Appendix C1 Part 2 of the GEM Listing Rules during the period - The Company has complied with the code provisions set out in Part 2 of Appendix C1 to the GEM Listing Rules during the period[284](index=284&type=chunk)[289](index=289&type=chunk) [Audit Committee](index=56&type=section&id=AUDIT%20COMMITTEE) The Audit Committee, comprising three independent non-executive directors, reviews and oversees the group's financial reporting, risk management, and internal controls - The Audit Committee comprises three independent non-executive Directors: Mr. Cheng Hong Ki (Chairman), Mr. Chan Yung, and Ms. Wong Chi Yan[285](index=285&type=chunk)[290](index=290&type=chunk) - The primary duties of the Audit Committee are to review and supervise the Group's financial reporting process, risk management, and internal control procedures[285](index=285&type=chunk)[290](index=290&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the period[285](index=285&type=chunk)[290](index=290&type=chunk) [Sufficiency of Public Float](index=57&type=section&id=SUFFICIENCY%20OF%20PUBLIC%20FLOAT) As at the latest practicable date prior to the report's publication, the company maintained the public float required by the GEM Listing Rules - As at the latest practicable date prior to the publication of this report, the Company maintained the public float as required by the GEM Listing Rules[291](index=291&type=chunk)[294](index=294&type=chunk) [Appreciation](index=57&type=section&id=APPRECIATION) The Chairman of the Board, on behalf of the Board, extends sincere gratitude to all business partners, shareholders, and customers - The Chairman of the Board, on behalf of the Board, extends sincere gratitude to all business partners, shareholders, and customers[292](index=292&type=chunk)[295](index=295&type=chunk)

Core Viewpoint - Mingke International (08100.HK) is expected to report a pre-tax loss of no more than HKD 6 million for the six months ending June 30, 2025, compared to a pre-tax profit of approximately HKD 1.4 million for the same period in 2024 [1] Group 1: Financial Performance - The software business segment is expected to generate a profit of approximately HKD 5.5 million, slightly down from HKD 5.7 million in the previous year [3] - The securities investment segment is projected to incur a loss of about HKD 500,000, a significant decline from a profit of HKD 2.5 million in the prior year, primarily due to realized and unrealized losses of approximately HKD 500,000 from financial assets [3] - The enterprise management solutions and IT contract services segment is anticipated to report a loss of around HKD 3.2 million, compared to a profit of HKD 90,000 in the previous year, mainly due to intense competition in the IT industry and goodwill impairment losses of approximately HKD 2.3 million [3] - The e-commerce and B2B product trading segment is expected to show a loss of about HKD 400,000, an improvement from a loss of HKD 700,000 in the previous year [3] - Other corporate expenses are projected to slightly increase to approximately HKD 7.3 million, up from about HKD 6.5 million in the prior year [3] Group 2: Company Overview - Mingke International is an investment holding company engaged in various businesses, including the research, development, and distribution of PC performance software, antivirus software, mobile applications, and toolbar advertising; e-commerce platforms; securities investment; and providing enterprise management solutions and IT contract services [4]

Core Viewpoint - Mingke International (08100.HK) anticipates a pre-tax loss of no more than HKD 6 million for the six months ending June 30, 2025, compared to a pre-tax profit of approximately HKD 1.4 million for the six months ending June 30, 2024 [1] Financial Performance - The company expects a significant decline in financial performance, projecting a pre-tax loss for the upcoming period [1] - The previous period showed a pre-tax profit, indicating a reversal in financial results [1]