Group 1 - The company Ficus Technology (08107) announced changes in its nomination committee effective from August 29, 2025 [1] - Executive Director Mr. Chen Ting will no longer serve as a member of the nomination committee [1] - Executive Director Ms. Chen Xiao has been appointed as a member of the nomination committee [1] - Professor Yang Mengzhang and Engineer will be transferred from committee members to the position of chairman of the nomination committee [1]

Group 1 - The company announced changes in its nomination committee effective from August 29, 2025 [1] - Executive Director Mr. Chen Ting will no longer serve as a member of the nomination committee [1] - Executive Director Ms. Chen Xiao has been appointed as a member of the nomination committee [1] - Professor Yang Mengzhang and Engineer will be transferred from committee members to the position of chairman of the nomination committee [1]

Group 1 - The company reported revenue of HKD 9.112 million for the six months ending June 30, 2025, representing a year-on-year decrease of 41.63% [1] - The loss attributable to equity holders of the company was HKD 13.927 million, which is an increase of 87.12% compared to the previous year [1] - The basic loss per share was HKD 0.0099 [1]

[GEM Market Features and Report Declaration](index=2&type=section&id=GEM%E7%9A%84%E7%89%B9%E8%89%B2) [GEM Market Positioning and Investment Risk Warning](index=2&type=section&id=GEM%E7%9A%84%E5%AE%9A%E4%BD%8D%E8%88%87%E9%A2%A8%E9%9A%AA%E6%8F%90%E7%A4%BA) The GEM market is designed for small and medium-sized companies, with higher investment risks, potential for significant market volatility, and no guarantee of liquidity; investors should exercise caution - The GEM market is positioned for small and medium-sized companies, entailing **higher investment risks**[1](index=1&type=chunk) - GEM securities may be subject to **significant market volatility risks**, and high liquidity cannot be guaranteed[1](index=1&type=chunk) [Statement on Accuracy of Report Information](index=2&type=section&id=%E5%A0%B1%E5%91%8A%E8%B3%87%E6%96%99%E8%81%B2%E6%98%8E) This report's information is published in accordance with GEM Listing Rules, with directors collectively and individually assuming full responsibility for its accuracy, completeness, and absence of misleading or fraudulent content - This report's information is published in compliance with the GEM Listing Rules of the Stock Exchange[2](index=2&type=chunk) - Directors confirm the report's information is accurate, complete, and free from misleading or fraudulent content, assuming full responsibility[2](index=2&type=chunk) [Company Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This section provides essential corporate details including board members, committee compositions, key personnel, and operational information [Board Members](index=4&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83) The Board comprises executive directors Mr. Chan Ting (Chairman), Mr. Cheuk Ka Chun (resigned), and Ms. Chan Siu, alongside independent non-executive directors Dr. Lau Tai Bay, Professor Engineer Yeung Mang Cheung, and Mr. Choi Man On - Executive Directors include **Mr. Chan Ting (Chairman)**, **Mr. Cheuk Ka Chun (resigned on June 24, 2025)**, and **Ms. Chan Siu**[5](index=5&type=chunk) - Independent Non-Executive Directors include **Dr. Lau Tai Bay**, **Professor Engineer Yeung Mang Cheung**, and **Mr. Choi Man On**[5](index=5&type=chunk) [Committee Composition](index=4&type=section&id=%E5%A7%94%E5%93%A1%E6%9C%83%E6%88%90%E5%93%A1) The Audit Committee is chaired by Mr. Choi Man On, the Remuneration Committee by Dr. Lau Tai Bay, and the Nomination Committee by Professor Engineer Yeung Mang Cheung, with recent changes in board member appointments - The Audit Committee Chairman is **Mr. Choi Man On**[5](index=5&type=chunk) - The Remuneration Committee Chairman is **Dr. Lau Tai Bay**, with **Mr. Chan Ting appointed on June 24, 2025**[5](index=5&type=chunk) - The Nomination Committee Chairman is **Professor Engineer Yeung Mang Cheung**, with **Mr. Chan Ting resigning on August 29, 2025**, and **Ms. Chan Siu appointed**[5](index=5&type=chunk) [Company Secretary and Compliance Officer](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E7%A7%98%E6%9B%B8%E5%8F%8A%E5%90%88%E8%A6%8F%E4%B8%BB%E7%AE%A1) Mr. Tam Chun Wai serves as Company Secretary, while Mr. Chan Ting was appointed Compliance Officer and Authorized Representative on June 24, 2025 - The Company Secretary is **Mr. Tam Chun Wai**[5](index=5&type=chunk) - The Compliance Officer and Authorized Representative, following Mr. Cheuk Ka Chun's resignation, was **appointed to Mr. Chan Ting on June 24, 2025**[5](index=5&type=chunk) [Registered and Principal Place of Business](index=4&type=section&id=%E8%A8%BB%E5%86%8A%E5%8F%8A%E7%87%9F%E6%A5%AD%E5%9C%B0%E9%BB%9E) The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in Hong Kong at 4/F, Wah Yuen Building, 149 Queen's Road Central, Central - The registered office is located in the **Cayman Islands**[5](index=5&type=chunk) - The headquarters and principal place of business in Hong Kong are located at **4/F, Wah Yuen Building, 149 Queen's Road Central, Central, Hong Kong**[6](index=6&type=chunk) [Principal Bankers and Auditor](index=5&type=section&id=%E4%B8%BB%E8%A6%81%E5%BE%80%E4%BE%86%E9%8A%80%E8%A1%8C%E5%8F%8A%E6%A0%B8%E6%95%B8%E5%B8%AB) Key banking relationships include UOB, Hang Seng Bank, and Bank of Communications, with Elite Partners CPA Limited serving as the auditor - Principal bankers include **United Overseas Bank Limited, Hong Kong Branch, Hang Seng Bank Limited, and Bank of Communications (Hong Kong) Limited**[7](index=7&type=chunk) - The auditor is **Elite Partners CPA Limited**[7](index=7&type=chunk) [Stock Code and Company Website](index=5&type=section&id=%E8%82%A1%E4%BB%BD%E4%BB%A3%E8%99%9F%E5%8F%8A%E5%85%AC%E5%8F%B8%E7%B6%B2%E7%AB%99) The company's stock code is 8107, and its official website is www.ficustech.com - The stock code is **8107**[7](index=7&type=chunk) - The company website is **www.ficustech.com**[7](index=7&type=chunk) [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=6&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the Group's revenue significantly decreased by 41.6% to HKD 9,112 thousand, gross profit sharply declined to HKD 515 thousand from HKD 6,985 thousand, and loss for the period expanded to HKD 13,549 thousand, with basic loss per share at HKD 0.99 cents Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 9,112 | 15,612 | -41.6% | | Cost of sales | (8,597) | (8,627) | -0.3% | | Gross profit | 515 | 6,985 | -92.6% | | Other income, gains and losses, net | 729 | 574 | 27.0% | | Selling and distribution expenses | (288) | (665) | -56.7% | | Administrative expenses | (13,967) | (13,361) | 4.5% | | Finance costs | (400) | (712) | -43.9% | | Loss before tax | (13,411) | (7,179) | 86.8% | | Income tax expense | (138) | (264) | -47.7% | | Loss for the period | (13,549) | (7,443) | 82.0% | | Other comprehensive expenses for the period (net of income tax) | (378) | – | - | | Total comprehensive expenses attributable to owners of the Company | (13,927) | (7,443) | 87.1% | | Loss per share — Basic (HK cents) | (0.99) | (0.55) | 80.0% | [Unaudited Condensed Consolidated Statement of Financial Position](index=7&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the Group transitioned from net assets to a net liability of HKD 1,809 thousand, with net current liabilities increasing to HKD 19,921 thousand, indicating a deteriorating financial position, while both total assets and total liabilities increased Unaudited Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Non-current assets** | | | | | Property, plant and equipment | 5,798 | 5,857 | -1.0% | | Right-of-use assets | 1,933 | 3,135 | -38.3% | | Investment properties | 15,550 | 16,070 | -3.2% | | Deposits | 66 | 66 | 0.0% | | **Total non-current assets** | **23,347** | **25,128** | **-7.1%** | | **Current assets** | | | | | Trade and other receivables, prepayments and deposits | 24,695 | 15,750 | 56.8% | | Bank balances and cash | 514 | 225 | 128.4% | | **Total current assets** | **25,209** | **15,975** | **57.8%** | | **Current liabilities** | | | | | Trade and other payables | 35,195 | 22,397 | 57.1% | | Bank borrowings | 7,960 | 8,611 | -7.5% | | Lease liabilities | 1,975 | 2,492 | -20.7% | | **Total current liabilities** | **45,130** | **33,500** | **34.7%** | | **Net current liabilities** | **(19,921)** | **(17,525)** | **13.7%** | | Total assets less current liabilities | 3,426 | 7,603 | -55.0% | | **Non-current liabilities** | | | | | Bank borrowings | 5,235 | 5,811 | -10.0% | | Lease liabilities | – | 753 | -100.0% | | **Total non-current liabilities** | **5,235** | **6,564** | **-20.2%** | | **(Deficit) Net assets** | **(1,809)** | **1,039** | **-274.1%** | | Share capital | 13,731 | 13,545 | 1.4% | | Reserves | (15,540) | (12,506) | 24.2% | | **Equity (Deficit) attributable to owners of the Company** | **(1,809)** | **1,039** | **-274.1%** | [Unaudited Condensed Consolidated Statement of Changes in Equity](index=8&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) For the six months ended June 30, 2025, the Group's shareholders' equity shifted from HKD 1,039 thousand at the beginning of the period to a deficit of HKD 1,809 thousand at the end, primarily due to a total loss and comprehensive expenses of HKD 13,927 thousand, partially offset by proceeds from new share placements Unaudited Condensed Consolidated Statement of Changes in Equity | Indicator | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Total equity at beginning of period | 1,039 | 62,359 | | Placement of new shares, net of expenses | 11,079 | – | | Loss and total comprehensive expenses for the period | (13,927) | (7,443) | | Total equity at end of period | (1,809) | 54,916 | - In the first half of 2025, share capital increased by **HKD 186 thousand**, and share premium increased by **HKD 10,893 thousand**, mainly from new share placements[10](index=10&type=chunk) - The exchange fluctuation reserve decreased by **HKD 378 thousand** due to exchange differences, and retained profits decreased by **HKD 13,549 thousand** due to loss for the period[10](index=10&type=chunk) [Unaudited Condensed Consolidated Statement of Cash Flows](index=9&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) For the six months ended June 30, 2025, the Group's cash and cash equivalents increased by HKD 658 thousand, mainly driven by net cash from financing activities of HKD 8,182 thousand, which offset cash outflows from operating and investing activities Unaudited Condensed Consolidated Statement of Cash Flows | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | (6,576) | (1,442) | | Net cash used in investing activities | (948) | (3,048) | | Net cash from (used in) financing activities | 8,182 | (16,645) | | Net increase (decrease) in cash and cash equivalents | 658 | (21,135) | | Effect of foreign exchange rate changes | (369) | – | | Cash and cash equivalents at beginning of period | 225 | 22,099 | | Cash and cash equivalents at end of period | 514 | 964 | - Cash outflow from operating activities significantly increased from **HKD 1,442 thousand** in the same period of 2024 to **HKD 6,576 thousand** in 2025[12](index=12&type=chunk) - Cash flow from financing activities shifted from a net outflow of **HKD 16,645 thousand** in the same period of 2024 to a net inflow of **HKD 8,182 thousand** in 2025, which is the primary reason for the increase in cash at period-end[12](index=12&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) This section provides detailed explanatory notes to the unaudited condensed consolidated financial statements, covering general information, accounting policies, and specific financial items [1. General Information](index=10&type=section&id=1.%20%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99) The Company was incorporated in the Cayman Islands in 2017, listed on GEM in 2018, and primarily engages in apparel and related product supply chain management, innovative anti-counterfeiting and marketing solutions, and building material agency services, with its name changed to "Ficus Technology Holdings Limited" in July 2024 - The Company was incorporated in the Cayman Islands on **January 19, 2017**, and listed on GEM of the Stock Exchange on **May 4, 2018**[13](index=13&type=chunk) - The Group primarily engages in the **sale of apparel and related products**, provision of **supply chain management services**, sale of **innovative anti-counterfeiting, traceability, and marketing products** and related support, and provision of **agency services for building and related materials**[14](index=14&type=chunk) - The company name was changed from "Wisdomcome International Holdings Limited" to "Ficus Technology Holdings Limited" on **July 24, 2024**[13](index=13&type=chunk) [2. Basis of Preparation and Principal Accounting Policies](index=10&type=section&id=2.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, presented in HKD, and despite significant going concern uncertainties, the directors have formulated plans including subscription agreements, shareholder financial support, and property sales to address liquidity pressures - The condensed consolidated financial statements are prepared in accordance with **Hong Kong Accounting Standard 34** issued by the HKICPA and the applicable disclosure requirements of **Chapter 18 of the GEM Listing Rules**[15](index=15&type=chunk) - As of June 30, 2025, the Group incurred a **net loss of HKD 13,549 thousand**, had **net current liabilities of HKD 19,921 thousand**, and some borrowings were in default due to breaches of loan covenants, indicating **significant uncertainty regarding going concern**[16](index=16&type=chunk) - To address going concern uncertainties, directors have formulated several plans, including a **USD 25 million (approximately HKD 195 million) subscription agreement** with an investor, financial support from controlling shareholder Mr. Chan, the sale of Hong Kong properties, and actively seeking bank support for loan restructuring[17](index=17&type=chunk)[18](index=18&type=chunk) [3. Operating Segments](index=12&type=section&id=3.%20%E7%B6%93%E7%87%9F%E5%88%86%E9%83%A8) The Group's operating segments include apparel and other products with supply chain management services, innovative supply chain management solutions, and building material agency services, with 2025 first-half revenue primarily from apparel and other products in China, while innovative supply chain solutions saw a significant revenue decline - The Group's reportable segments include: 1. **Sale of apparel and related products** and provision of supply chain management services for other products; 2. **Sale of innovative anti-counterfeiting, traceability, and marketing products** and related support, and provision of supply chain management solutions; and 3. Provision of **agency services for building and related materials**[21](index=21&type=chunk) Revenue by Operating Segment | Segment | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Apparel and other products and supply chain management services | 9,112 | 3,000 | 203.7% | | Building materials | – | 46 | -100.0% | | Innovative supply chain management solutions | – | 12,566 | -100.0% | | **Total** | **9,112** | **15,612** | **-41.6%** | Profit (Loss) by Operating Segment | Segment | Six Months Ended June 30, 2025 Profit (Loss) (HKD thousands) | Six Months Ended June 30, 2024 Profit (Loss) (HKD thousands) | | :--- | :--- | :--- | | Apparel and other products and supply chain management services | 515 | 2,126 | | Building materials | – | (1) | | Innovative supply chain management solutions | – | 3,761 | | **Consolidated loss before tax** | **(13,411)** | **(7,179)** | - In the first half of 2025, all external sales revenue was derived from **apparel and other products and supply chain management services in China**[26](index=26&type=chunk)[34](index=34&type=chunk) - Major customer D contributed **all revenue of HKD 9,112 thousand** in the first half of 2025, whereas in the first half of 2024, major customers A, B, and C contributed most of the revenue[32](index=32&type=chunk) [4. Revenue from Contracts with Customers](index=17&type=section&id=4.%20%E5%AE%A2%E6%88%B6%E5%90%88%E7%B4%84%E6%94%B6%E7%9B%8A) The Group's total revenue from contracts with customers for the first half of 2025 amounted to HKD 9,112 thousand, entirely from sales of other products and supply chain management services, recognized at a point in time, and primarily from the China market Revenue by Source | Revenue Source | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Apparel and other products and supply chain management services — Sale of other products | 9,112 | – | | Apparel and other products and supply chain management services — Provision of supply chain management services | – | 3,000 | | Building materials — Agency fees for building and related materials | – | 46 | | Innovative supply chain management solutions — Sale of anti-counterfeiting, traceability, and marketing products and related support | – | 12,566 | | **Total** | **9,112** | **15,612** | - In the first half of 2025, all revenue was recognized **at a point in time**, while in the first half of 2024, **HKD 3,000 thousand** of revenue was recognized over time[33](index=33&type=chunk) - In the first half of 2025, all revenue originated from the **China market**, whereas in the first half of 2024, revenue came from China, Hong Kong, and Cambodia[34](index=34&type=chunk) [5. Other Income, Gains and Losses, Net](index=18&type=section&id=5.%20%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%E3%80%81%E6%94%B6%E7%9B%8A%E5%8F%8A%E虧%E6%90%8D%E6%B7%A8%E9%A1%8D) For the six months ended June 30, 2025, other income, gains, and losses, net, increased to HKD 729 thousand, mainly due to higher rental and other income, with zero net provision for expected credit losses on trade receivables Other Income, Gains and Losses, Net | Item | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Net provision for expected credit losses on trade receivables | – | (44) | | Rental income | 512 | 549 | | Net exchange loss | (9) | (17) | | Others | 226 | 86 | | **Total** | **729** | **574** | - Other income, gains, and losses, net, increased by **27.0% year-on-year**, primarily due to a **HKD 140 thousand increase in other income**[36](index=36&type=chunk) [6. Income Tax Expense](index=19&type=section&id=6.%20%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) For the six months ended June 30, 2025, income tax expense decreased to HKD 138 thousand, primarily from China corporate income tax, with Hong Kong profits tax at 16.5% and China subsidiaries at 25% Income Tax Expense | Item | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | China corporate income tax — Current year | 138 | 341 | | Deferred tax | – | (77) | | **Total** | **138** | **264** | - Income tax expense decreased by **47.7% year-on-year**, mainly due to a **reduction in China corporate income tax**[37](index=37&type=chunk) - The Hong Kong profits tax rate is **16.5%**, and the tax rate for China subsidiaries is **25%**[38](index=38&type=chunk) [7. Loss for the Period](index=19&type=section&id=7.%20%E6%9C%9F%E5%85%A7%E虧%E6%90%8D) For the six months ended June 30, 2025, the loss for the period was recognized after deducting total employee benefit expenses of HKD 9,949 thousand (a 36.2% year-on-year increase) and depreciation and amortization expenses totaling HKD 2,729 thousand Loss for the Period Deductions | Item | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Directors' emoluments | 795 | 850 | | Other staff costs — Salaries and other benefits | 8,915 | 6,231 | | Other staff costs — Contributions to retirement benefit schemes | 239 | 224 | | **Total employee benefit expenses** | **9,949** | **7,305** | | Auditor's remuneration | 200 | 200 | | Depreciation of property, plant and equipment | 1,007 | 918 | | Depreciation of investment properties | 520 | – | | Depreciation of right-of-use assets | 1,202 | 969 | | Amortisation of intangible assets | – | 500 | | Cost of inventories recognised as cost of sales | 8,597 | 8,627 | - Total employee benefit expenses increased by **36.2% year-on-year**, primarily due to an **increase in salaries and other benefits**[39](index=39&type=chunk) - Depreciation of investment properties was **HKD 520 thousand** in the first half of 2025, the first time it was incurred[39](index=39&type=chunk) [8. Dividends](index=20&type=section&id=8.%20%E8%82%A1%E6%81%AF) The Board does not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025[40](index=40&type=chunk) [9. Loss Per Share](index=20&type=section&id=9.%20%E6%AF%8F%E8%82%A1%E虧%E6%90%8D) For the six months ended June 30, 2025, basic loss per share expanded to HKD 0.99 cents, up from HKD 0.55 cents in the prior year, primarily due to an increased loss for the period Loss Per Share Calculation | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company used for calculating basic and diluted loss (HKD thousands) | (13,549) | (7,443) | | Weighted average number of ordinary shares used for calculating basic and diluted loss per share (thousands of shares) | 1,371,412 | 1,354,500 | | **Loss per share — Basic (HK cents)** | **(0.99)** | **(0.55)** | - Basic loss per share increased by **80.0% year-on-year**[41](index=41&type=chunk) - Diluted loss per share is not presented as there were no potential dilutive ordinary shares outstanding in either period[42](index=42&type=chunk) [10. Property, Plant and Equipment](index=20&type=section&id=10.%20%E7%89%A9%E6%A5%AD%E3%80%81%E5%BB%A0%E6%88%BF%E5%8F%8A%E8%A8%AD%E5%82%99) Property, plant, and equipment items are depreciated using the straight-line method, with leasehold land and buildings depreciated over the remaining lease term, computer and office equipment at 20% per annum, and leasehold improvements at 10% per annum - Leasehold land and buildings are depreciated over the **remaining lease term**[43](index=43&type=chunk) - Computer and office equipment are depreciated at an annual rate of **20%**[43](index=43&type=chunk) - Leasehold improvements are depreciated at an annual rate of **10%**[43](index=43&type=chunk) [11. Investment Properties](index=21&type=section&id=11.%20%E6%8A%95%E8%B3%87%E7%89%A9%E6%A5%AD) Investment properties are depreciated using the straight-line method over their lease terms, and as of June 30, 2025, and December 31, 2024, all investment properties were pledged as security for bank financing - Investment properties are depreciated using the straight-line method over their **lease terms**[44](index=44&type=chunk) - All investment properties are **pledged as security** for bank financing granted to the Group[44](index=44&type=chunk) [12. Trade and Other Receivables, Prepayments and Deposits](index=21&type=section&id=12.%20%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85%E3%80%81%E9%A0%90%E4%BB%98%E6%AC%BE%E9%A0%85%E5%8F%8A%E6%8C%89%E9%87%91) The Group typically grants credit terms of 30 to 90 days, extending up to 180 days for some customers, with total trade receivables at HKD 16,444 thousand as of June 30, 2025, of which HKD 9,266 thousand are 0-30 days and HKD 7,178 thousand are over 90 days - The Group grants credit terms of **30 to 90 days** from the date of goods delivery, with some customers extending up to **180 days**[45](index=45&type=chunk) Trade Receivables Ageing Analysis | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 9,266 | – | | Over 90 days | 7,178 | 7,902 | | **Total** | **16,444** | **7,902** | - Total trade receivables increased by **108.1% year-on-year**, primarily due to a **significant increase in receivables aged 0 to 30 days**[46](index=46&type=chunk) [13. Trade and Other Payables](index=21&type=section&id=13.%20%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) As of June 30, 2025, total trade payables amounted to HKD 9,389 thousand, with HKD 8,741 thousand falling within 0-30 days, a significant increase from HKD 254 thousand as of December 31, 2024 Trade Payables Ageing Analysis | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 8,741 | – | | Over 91 days | 648 | 254 | | **Total** | **9,389** | **254** | - Total trade payables increased significantly by **3596.5%**, mainly due to a **substantial increase in payables aged 0 to 30 days**[47](index=47&type=chunk) [14. Bank Borrowings](index=22&type=section&id=14.%20%E9%8A%80%E8%A1%8C%E5%80%9F%E6%AC%BE) As of June 30, 2025, the Group had HKD 6,811 thousand in bank borrowings in default due to non-compliance with loan covenants, potentially subject to immediate repayment, though no such demand had been received from banks as of the report publication date - As of June 30, 2025, the Group had **HKD 6,811 thousand** in borrowings in default due to **non-compliance with loan covenants**[48](index=48&type=chunk) - These borrowings are repayable on demand by the lenders, but as of the date of publication of the condensed consolidated financial statements, the Group had **not received any demand for immediate repayment** from the banks[48](index=48&type=chunk) [15. Share Capital](index=22&type=section&id=15.%20%E8%82%A1%E6%9C%AC) The Company's share capital increased in the first half of 2025 due to two share placements, bringing the total number of issued shares to 1,373,145,000, following a share split in July 2024 that divided each HKD 0.1 par value share into ten shares of HKD 0.01 par value Share Capital Movement | Item | Number of Shares | Share Capital (HKD thousands) | | :--- | :--- | :--- | | As at December 31, 2024 (ordinary shares of HKD 0.01 each) | 1,354,500,000 | 13,545 | | First placement of shares in 2025 | 13,430,000 | 134 | | Second placement of shares in 2025 | 5,215,000 | 52 | | **As at June 30, 2025** | **1,373,145,000** | **13,731** | - The first share placement in 2025 involved **13,430,000 shares**, raising net proceeds of approximately **HKD 7,700 thousand**, used to enhance sales of innovative anti-counterfeiting, traceability, and marketing products, strengthen e-commerce platform operations, and for working capital[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) - The second share placement in 2025 involved **5,215,000 shares**, raising net proceeds of approximately **HKD 3,100 thousand**, used to strengthen working capital[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - The Company completed a **share split on July 24, 2024**, dividing each share of HKD 0.1 par value into ten shares of HKD 0.01 par value, and changing the board lot size from 10,000 existing shares to 5,000 subdivided shares[56](index=56&type=chunk)[57](index=57&type=chunk) [16. Related Party Transactions](index=25&type=section&id=16.%20%E9%97%9C%E8%81%AF%E6%96%B9%E4%BA%A4%E6%98%93) Apart from disclosures elsewhere in the condensed consolidated financial statements, the Group had no other significant outstanding balances with related parties at the end of the reporting period, nor any material transactions with related parties for the six months ended June 30, 2024, and 2025 - The Group had **no other significant outstanding balances** with related parties at the end of the reporting period[58](index=58&type=chunk) - There were **no material transactions** with related parties for the six months ended June 30, 2024, and 2025[58](index=58&type=chunk) [17. Events After the Reporting Period](index=25&type=section&id=17.%20%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) Other than those disclosed elsewhere in the condensed consolidated financial statements, the Group had no other material events after the reporting period and up to the date of this report - The Group had **no other material events** after the reporting period and up to the date of this report[59](index=59&type=chunk) [Management Discussion and Analysis](index=26&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section provides an overview of the Group's business, a review of its operations and financial performance, and an outlook on future strategies [Business Overview](index=26&type=section&id=%E6%A5%AD%E5%8B%99%E6%A6%82%E8%A7%80) The Group is an integrated supply chain management service provider focused on apparel clients, employing a vertically integrated business model to offer end-to-end customized solutions, and has developed an innovative supply chain management segment integrating technology solutions to enhance traditional supply chain processes - The Group is an integrated supply chain management service provider focused on apparel clients, offering **end-to-end customized solutions**[60](index=60&type=chunk) - The apparel supply chain management segment is the core business, providing comprehensive services including **market analysis, product design, raw material procurement, production supervision, and quality control**[61](index=61&type=chunk) - The innovative supply chain management segment integrates **technology-driven value-added services** such as anti-counterfeiting protection, product tracking systems, and interactive marketing solutions, combined with e-commerce solutions, to expand service scope and revenue potential[62](index=62&type=chunk) [Business Review](index=27&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) During the review period, the Group focused on synergistic growth in its apparel supply chain management and innovative supply chain management segments, reallocating resources to expand market share in China and Hong Kong, secured a USD 25 million subscription agreement to support development, and established collaborations with Chinese SMEs and the 832 platform, anticipating substantial revenue contributions - The Group focused on the **synergistic growth** of its apparel supply chain management and innovative supply chain management segments, reallocating resources to expand market share in **China and Hong Kong**[63](index=63&type=chunk) - A **USD 25 million (approximately HKD 195 million) subscription agreement** was reached with an investor to support the continuous development of a more responsive and technology-driven supply chain platform[63](index=63&type=chunk) - A memorandum of understanding was signed with a Shanghai SME apparel brand, projected to generate **RMB 3 million to 5 million in monthly revenue** in the second half of 2025[64](index=64&type=chunk) - The strategic cooperation agreement with a subsidiary of China Supply and Marketing Group Co., Ltd. was optimized to expand operational scope, expected to generate **HKD 10 million to 20 million in revenue** through the 832 platform[64](index=64&type=chunk)[65](index=65&type=chunk) [Financial Review](index=28&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's revenue for the first half of 2025 significantly decreased by 41.6% to HKD 9.1 million, gross profit sharply declined by 92.6% to HKD 0.5 million, with gross margin falling to 5.7%, and loss for the period expanded by 82.0% to HKD 13.5 million, primarily due to the loss of key customers, a cautious financial approach, and the lack of high-margin contributions from the innovative supply chain management segment Financial Performance Summary | Indicator | Six Months Ended June 30, 2025 (HKD millions) | Six Months Ended June 30, 2024 (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 9.1 | 15.6 | -41.6% | | Cost of sales | 8.6 | 8.6 | 0.0% | | Gross profit | 0.5 | 7.0 | -92.9% | | Gross margin | 5.7% | 44.7% | -39.0 percentage points | | Other income, gains and losses, net | 0.7 | 0.6 | 16.7% | | Selling and distribution expenses | 0.3 | 0.7 | -57.1% | | Administrative expenses | 14.0 | 13.4 | 4.5% | | Finance costs | 0.4 | 0.7 | -42.9% | | Income tax expense | 0.1 | 0.3 | -66.7% | | Loss and total comprehensive expenses for the period | 13.5 | 7.4 | 82.4% | - The decrease in revenue was primarily due to the **loss of procurement orders from some key apparel customers**, a more **cautious financial approach**, and the **delayed expansion of business in China and Hong Kong**[66](index=66&type=chunk) - The significant decline in gross margin was mainly due to the **absence of high-margin contributions from the innovative supply chain management segment** in the first half of 2025[68](index=68&type=chunk) - The slight increase in administrative expenses was primarily due to **higher rental expenses and staff costs**, partially offset by reductions in legal and professional fees, trademark amortization, and right-of-use assets[71](index=71&type=chunk) [Pledge of the Group's Assets](index=30&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of June 30, 2025, the Group pledged its property located at Tai Nan West Street, Kowloon, Hong Kong, to a bank to secure banking facilities - The Group pledged its property located at **Tai Nan West Street, Kowloon, Hong Kong**, to a bank to obtain banking facilities[75](index=75&type=chunk) [Share Capital](index=30&type=section&id=%E8%82%A1%E6%9C%AC) As of June 30, 2025, the Company's issued share capital was HKD 13,731,450, with 1,373,145,000 shares issued, following a share split in July 2024 that divided each HKD 0.1 par value share into ten shares of HKD 0.01 par value - As of June 30, 2025, the Company's issued share capital was **HKD 13,731,450**, with **1,373,145,000 shares issued**[76](index=76&type=chunk) - The Company completed a **share split on July 24, 2024**, dividing each share of HKD 0.1 par value into ten shares of HKD 0.01 par value[76](index=76&type=chunk) [Use of Proceeds](index=31&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) The Group于2025年上半年通过两次股份配售共筹集所得款项净额10.8百萬港元，已悉數用於支付員工薪酬、專業費用及鞏固營運資金，用途與計劃一致，無重大延遲 Use of Proceeds from Share Placements | Placement Event | Net Proceeds (HKD millions) | Actual Use (HKD millions) | Primary Use | | :--- | :--- | :--- | :--- | | November 2024 Share Placement (completed Jan 2025) | 7.7 | 7.7 | Payment of staff salaries and related expenses (5.3), professional fees and other service costs (1.5), others (0.9) | | January 2025 Share Placement (completed Feb 2025) | 3.1 | 3.1 | Payment of staff salaries and related expenses (1.3), professional fees and other service costs (0.5), repayment of other payables (0.3), others (1.0) | | **Total** | **10.8** | **10.8** | | - The net proceeds from both share placements have been **fully utilized**, consistent with the planned uses and **without significant delays or changes**[78](index=78&type=chunk)[80](index=80&type=chunk) [Material Investments Held](index=33&type=section&id=%E6%89%80%E6%8C%81%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87) As of June 30, 2025, the Group held no material investments - As of June 30, 2025, the Group held **no material investments**[81](index=81&type=chunk) [Capital Commitments and Contingent Liabilities](index=33&type=section&id=%E8%B3%87%E6%9C%AC%E6%89%BF%E6%93%94%E5%8F%8A%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of June 30, 2025, the Group had no material capital commitments or any significant contingent liabilities or guarantees - As of June 30, 2025, the Group had **no material capital commitments** and **no significant contingent liabilities or guarantees**[82](index=82&type=chunk) [Foreign Exchange Risk](index=33&type=section&id=%E5%A4%96%E5%8C%AF%E9%A2%A8%E9%9A%AA) The Group's revenue is primarily denominated in RMB, with some in HKD; given the HKD's peg to the USD, foreign exchange risk related to the USD is not significant, and the Group will closely monitor currency fluctuations and consider hedging when necessary - The Group's revenue is primarily denominated in **RMB**, with a portion denominated in **HKD**[83](index=83&type=chunk) - As the HKD is pegged to the USD, the foreign exchange risk related to the USD is **not significant**[84](index=84&type=chunk) - The Group will manage foreign exchange risk by closely monitoring foreign currency exchange rate fluctuations and will consider hedging when necessary[84](index=84&type=chunk) [Prospects](index=33&type=section&id=%E5%89%8D%E6%99%AF) The Group's future strategic direction involves strengthening its core apparel supply chain management business and capitalizing on growth opportunities in the innovative supply chain management segment through technology-assisted services and platforms, adopting a more agile grassroots strategy in China and Hong Kong, with the investor subscription agreement supporting these development plans - The Group's future strategic direction is to **strengthen its core apparel supply chain management business** and capitalize on **growth opportunities in the innovative supply chain management segment**[85](index=85&type=chunk) - The subscription agreement with an investor provides a committed amount of **USD 25 million** to support the development of these plans[85](index=85&type=chunk) - Strategic cooperation with the 832 platform and its ecosystem presents **significant growth opportunities**, with substantial revenue contributions expected by the end of fiscal year 2025[86](index=86&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=34&type=section&id=%E8%B3%87%E6%9C%AC%E7%B5%90%E6%A7%8B%E3%80%81%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) As of June 30, 2025, the Group reported a total deficit of HKD 1.8 million, net current liabilities of HKD 19.9 million, a current ratio of 0.56 times, and a debt-to-equity ratio of -729.4%, indicating significant liquidity pressure Capital Structure and Liquidity Indicators | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total deficit (Total equity) | HKD 1.8 million | HKD 1.0 million | | Cash and cash equivalents | HKD 0.5 million | HKD 0.2 million | | Net current liabilities | HKD 19.9 million | HKD 17.5 million | | Current ratio | 0.56 times | 0.48 times | | Debt-to-equity ratio | -729.4% | 1,388.1% | - The Company's capital structure has **not undergone significant changes** since December 31, 2024[88](index=88&type=chunk) [Dividends](index=34&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025[89](index=89&type=chunk) [Segment Information](index=35&type=section&id=%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) Segment information is disclosed in Note 3 to the unaudited condensed consolidated financial statements - Segment information is disclosed in **Note 3** to the unaudited condensed consolidated financial statements[90](index=90&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=35&type=section&id=%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E3%80%81%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E5%8F%8A%E5%90%88%E7%87%9F%E4%BC%81%E6%A5%AD%E4%B9%8B%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE) For the six months ended June 30, 2025, the Group made no material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group made **no material acquisitions or disposals** of subsidiaries, associates, or joint ventures[91](index=91&type=chunk) [Employees and Remuneration Policy](index=35&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of June 30, 2025, the Group employed 16 full-time employees, with staff costs approximately HKD 10.0 million, and implements a competitive remuneration system linking part of compensation to business performance to incentivize staff Employee Information | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of full-time employees | 16 | 53 | | Staff costs (HKD millions) | 10.0 | 7.3 | - The number of employees significantly decreased, while staff costs increased[92](index=92&type=chunk) - Remuneration packages include basic salaries, bonuses, and allowances, with a portion of compensation linked to business performance[92](index=92&type=chunk) [Future Plans for Material Investments and Capital Assets](index=35&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E5%8F%8A%E8%B3%87%E6%9C%AC%E8%B3%87%E7%94%A2%E7%9A%84%E6%9C%AA%E4%BE%86%E8%A8%88%E5%8A%83) As of June 30, 2025, the Group had no plans involving material investments or capital assets - As of June 30, 2025, the Group had **no plans involving material investments or capital assets**[93](index=93&type=chunk) [Other Information](index=36&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) This section covers additional disclosures including interests, directors' rights, corporate governance, and audit committee review [Disclosure of Interests](index=36&type=section&id=%E6%AC%8A%E7%9B%8A%E6%8A%AB%E9%9C%B2) As of June 30, 2025, Executive Director Mr. Chan Ting and his spouse Ms. Theresa Woo held a 53.93% long position in the Company, with major shareholders including Beaming Elite (53.93% long), Arena Investors, LP (18.98% long and 6.59% short), and Mr. Ng Kim Ming (6.59% long) Directors' Interests in Shares | Director Name | Nature and Capacity of Interest | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Chan Ting | Interest in controlled corporation | 740,480,000 (L) | 53.93% | Major Shareholders' Interests in Shares | Major Shareholder Name | Nature and Capacity of Interest | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Beaming Elite | Beneficial owner | 740,480,000 (L) | 53.93% | | Ms. Theresa Woo | Spouse's interest | 740,480,000 (L) | 53.93% | | Arena Investors, LP | Investment manager | 257,065,000 (L) | 18.98% | | | | 89,320,000 (S) | 6.59% | | Mr. Ng Kim Ming | Interest in controlled corporation | 89,320,000 (L) | 6.59% | - Arena Investors, LP holds both **long and short positions** in the Company's shares and has granted a call option to EnKai Investments Pte. Ltd[99](index=99&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=39&type=section&id=%E8%91%A3%E4%BA%8B%E8%B3%BC%E8%B2%B7%E8%82%A1%E4%BB%BD%E6%88%96%E5%82%B5%E5%8B%99%E8%AD%89%E5%88%B8%E7%9A%84%E6%AC%8A%E5%88%A9) For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries participated in any arrangements granting directors or chief executives rights to subscribe for securities of the Company or its associated corporations - Neither the Company nor any of its subsidiaries participated in any arrangements granting directors or chief executives rights to subscribe for securities of the Company or its associated corporations[101](index=101&type=chunk) [Competing Interests of Directors and Controlling Shareholders](index=39&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%8E%A7%E8%82%A1%E8%82%A1%E6%9D%B1%E7%9A%84%E7%AB%B6%E7%88%AD%E6%AC%8A%E7%9B%8A) For the six months ended June 30, 2025, directors confirmed that no director, controlling shareholder, or their respective close associates held any business or interest that competes or may compete with the Group's business - Directors confirmed that no director, controlling shareholder, or their respective close associates held any business or interest that competes or may compete with the Group's business[102](index=102&type=chunk) [Corporate Governance Practices and Compliance Matters](index=39&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F%E5%8F%8A%E5%90%88%E8%A6%8F%E4%BA%8B%E5%AE%9C) The Company's corporate governance practices adhere to the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, with compliance maintained for the six months ended June 30, 2025, except for noted deviations - The Company's corporate governance practices are implemented in accordance with the **Corporate Governance Code** set out in Appendix C1 of the GEM Listing Rules[103](index=103&type=chunk) - The Company has complied with the code provisions of the Corporate Governance Code for the six months ended June 30, 2025, **save for the deviations noted below**[103](index=103&type=chunk) [Directors' Securities Transactions](index=40&type=section&id=%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93) The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the required standard for directors' securities transactions, and all directors confirmed compliance for the six months ended June 30, 2025 - The Company has adopted **Rules 5.48 to 5.67 of the GEM Listing Rules** as the required standard for directors' securities transactions[104](index=104&type=chunk) - All directors confirmed their compliance with the required standard for the six months ended June 30, 2025[104](index=104&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=40&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%9A%84%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[105](index=105&type=chunk) [Share Option Scheme](index=40&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The Company adopted a share option scheme on April 16, 2018, effective for 10 years from the listing date, to incentivize eligible participants, with no options granted, lapsed, exercised, or cancelled since adoption, and no outstanding options as of the report date - The Company adopted a share option scheme on **April 16, 2018**, to provide eligible participants with personal equity and incentives[106](index=106&type=chunk) - The share option scheme is effective for **10 years from the listing date**[106](index=106&type=chunk) - Since its adoption, no share options have been granted, lapsed, exercised, or cancelled, and there are **no outstanding share options** as of the date of this report[106](index=106&type=chunk) [Audit Committee and Review of Accounts](index=41&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83%E5%8F%8A%E8%B3%B4%E7%9B%AE%E5%AF%A9%E6%9F%A5) The Audit Committee, established on April 16, 2018, comprising three independent non-executive directors, is responsible for reviewing financial statements, overseeing financial reporting, internal controls, and risk management, and has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, deeming them compliant with applicable accounting standards and listing rules - The Audit Committee was established on **April 16, 2018**, comprising **Mr. Choi Man On (Chairman), Dr. Lau Tai Bay, and Professor Engineer Yeung Mang Cheung** (all independent non-executive directors)[107](index=107&type=chunk) - The Audit Committee's primary responsibilities include providing recommendations on the appointment of external auditors, reviewing financial statements, and overseeing financial reporting procedures, internal controls, risk management systems, and the audit process[107](index=107&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, and considers them to be in compliance with applicable accounting standards and listing rules[107](index=107&type=chunk) [Forward-Looking Statements](index=41&type=section&id=%E5%89%8D%E7%9E%BB%E6%80%A7%E9%99%B3%E8%BF%B0) This report contains forward-looking statements based on directors' current beliefs, assumptions, and expectations regarding the industry and market, which are subject to risks, uncertainties, and other factors beyond the Company's control, potentially causing actual results to differ materially from expectations - This report contains certain statements that are forward-looking or use certain forward-looking terminology[108](index=108&type=chunk) - Such forward-looking statements are subject to risks, uncertainties, and other factors beyond the Company's control, which may cause actual results or performance to differ materially from those expressed or implied in such forward-looking statements[108](index=108&type=chunk) [By Order of the Board](index=41&type=section&id=%E6%89%BF%E8%91%A3%E4%BA%8B%E6%9C%83%E5%91%BD) This report is issued by Mr. Chan Ting, Chairman and Executive Director of Ficus Technology Holdings Limited, on behalf of the Board on August 29, 2025 - This report is issued by **Mr. Chan Ting, Chairman and Executive Director of Ficus Technology Holdings Limited**, on **August 29, 2025**[109](index=109&type=chunk)[110](index=110&type=chunk)

Company Information [Board and Committee Composition](index=5&type=section&id=Board%20and%20Committee%20Composition) The company's board members changed, with Mr. Zhuo Jiajun resigning as executive director and from several committee positions, and Mr. Chen Ting appointed as a Remuneration Committee member and Compliance Officer - Executive Director Mr. Zhuo Jiajun resigned on June 24, 2025, and Mr. Chen Ting was appointed as a member of the Remuneration Committee and Compliance Officer[11](index=11&type=chunk) - Professor Yang Mengzhang, Chairman of the Nomination Committee, was re-designated on August 29, 2025, Mr. Chen Ting resigned, and Ms. Chen Xiao was appointed[11](index=11&type=chunk) [Company Basic Information](index=5&type=section&id=Company%20Basic%20Information) The company's headquarters and principal place of business are in Central, Hong Kong, with stock code 8107, and details of principal bankers and auditors are disclosed - Company headquarters and principal place of business in Hong Kong are located at 4/F, Hua Yuan Building, 149 Queen's Road Central, Hong Kong[12](index=12&type=chunk) - Company stock code is **8107**, and the official website is www.ficustech.com[13](index=13&type=chunk) Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income [Profit or Loss Overview](index=7&type=section&id=Profit%20or%20Loss%20Overview) For the six months ended June 30, 2025, revenue significantly decreased by 41.6% to HKD 9,112 thousand, gross profit sharply reduced to HKD 515 thousand, loss for the period expanded to HKD 13,549 thousand, and basic loss per share was HKD 0.99 cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 9,112 | 15,612 | -41.6% | | Cost of sales | (8,597) | (8,627) | -0.3% | | Gross profit | 515 | 6,985 | -92.6% | | Other income, gains and losses, net | 729 | 574 | 27.0% | | Selling and distribution expenses | (288) | (665) | -56.7% | | Administrative expenses | (13,967) | (13,361) | 4.5% | | Finance costs | (400) | (712) | -43.9% | | Loss before tax | (13,411) | (7,179) | 86.8% | | Income tax expense | (138) | (264) | -47.7% | | Loss for the period | (13,549) | (7,443) | 82.0% | | Loss per share — Basic (HK cents) | (0.99) | (0.55) | 80.0% | - Other comprehensive expenses for the period amounted to **HKD 378 thousand** due to exchange differences[14](index=14&type=chunk) Unaudited Condensed Consolidated Statement of Financial Position [Balance Sheet Overview](index=8&type=section&id=Balance%20Sheet%20Overview) As of June 30, 2025, total assets were HKD 48,556 thousand, but net current liabilities expanded to HKD 19,921 thousand, resulting in a negative shareholders' equity of HKD 1,809 thousand Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 23,347 | 25,128 | -7.1% | | Current assets | 25,209 | 15,975 | 57.8% | | Current liabilities | 45,130 | 33,500 | 34.7% | | Net current liabilities | (19,921) | (17,525) | 13.7% | | Total assets less current liabilities | 3,426 | 7,603 | -55.0% | | Non-current liabilities | 5,235 | 6,564 | -20.2% | | Shareholders' equity (deficit) | (1,809) | 1,039 | -274.1% | - Trade and other receivables, prepayments, and deposits increased from **HKD 15,750 thousand** to **HKD 24,695 thousand**, while bank balances and cash increased from **HKD 225 thousand** to **HKD 514 thousand**[15](index=15&type=chunk) - Trade and other payables increased from **HKD 22,397 thousand** to **HKD 35,195 thousand**[15](index=15&type=chunk) Unaudited Condensed Consolidated Statement of Changes in Equity [Analysis of Changes in Equity](index=9&type=section&id=Analysis%20of%20Changes%20in%20Equity) As of June 30, 2025, share capital increased due to new share placements, but total equity turned from a positive HKD 1,039 thousand on January 1, 2025, to a deficit of HKD 1,809 thousand due to loss for the period and exchange differences Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30, 2025) | Indicator | June 30, 2025 (HKD thousands) | January 1, 2025 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Share capital | 13,731 | 13,545 | 186 | | Share premium | 88,552 | 77,659 | 10,893 | | Other reserves | (103,262) | (103,262) | 0 | | Translation reserve | (7,740) | (7,362) | (378) | | Retained profits | 6,910 | 20,459 | (13,549) | | Total equity | (1,809) | 1,039 | (2,848) | - Share placements resulted in an equity increase of **HKD 11,079 thousand**[16](index=16&type=chunk) - Loss for the period and total comprehensive expenses amounted to **HKD 13,927 thousand**, leading to a significant reduction in retained profits[16](index=16&type=chunk) Unaudited Condensed Consolidated Statement of Cash Flows [Cash Flow Overview](index=10&type=section&id=Cash%20Flow%20Overview) For the six months ended June 30, 2025, net cash outflow from operating activities increased to HKD 6,576 thousand, but net cash inflow from financing activities was HKD 8,182 thousand, resulting in cash and cash equivalents increasing to HKD 514 thousand at period-end Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (6,576) | (1,442) | (5,134) | | Net cash used in investing activities | (948) | (3,048) | 2,100 | | Net cash from (used in) financing activities | 8,182 | (16,645) | 24,827 | | Net increase (decrease) in cash and cash equivalents | 658 | (21,135) | 21,793 | | Cash and cash equivalents at end of period | 514 | 964 | (450) | - Net cash from financing activities shifted from a net outflow in 2024 to a net inflow in 2025, primarily due to new share placements[18](index=18&type=chunk) Notes to the Unaudited Condensed Consolidated Financial Statements [1. General Information](index=11&type=section&id=1.%20General%20Information) The company was incorporated in the Cayman Islands and listed on GEM, with its name changed to "Ficus Technology Holdings Limited", and its principal businesses include apparel sales, innovative anti-counterfeiting products, and building materials agency services - The company was incorporated in the Cayman Islands on January 19, 2017, and listed on GEM of the Hong Kong Stock Exchange on May 4, 2018[19](index=19&type=chunk) - The company name changed from "Vision International Holdings Limited" to "Ficus Technology Holdings Limited" on July 24, 2024[19](index=19&type=chunk) - The Group is principally engaged in: (i) sales of apparel and related products and provision of supply chain management services; (ii) sales of innovative anti-counterfeiting, traceability, and marketing products and related solutions, and provision of supply chain management solutions; and (iii) provision of agency services for building and related materials[20](index=20&type=chunk) [2. Basis of Preparation and Principal Accounting Policies](index=11&type=section&id=2.%20Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and presented in HKD, with the company facing significant going concern uncertainties, but management has formulated plans to address these, including fundraising, shareholder financial support, and property disposal - As of June 30, 2025, the Group incurred a net loss of approximately **HKD 13,549 thousand**, net current liabilities of approximately **HKD 19,921 thousand**, and approximately **HKD 6,811 thousand** of borrowings were in default due to covenant breaches[22](index=22&type=chunk) - To address going concern uncertainties, the company plans to raise **USD 25 million** (approximately **HKD 195 million**) through share issuance to investors and has secured financial support from Chairman Mr. Chen[23](index=23&type=chunk)[24](index=24&type=chunk) - The company also plans to dispose of a property in Tai Nan West Street, Kowloon, Hong Kong, for **HKD 16,050 thousand** to repay borrowings and seek bank support[24](index=24&type=chunk) [3. Operating Segments](index=13&type=section&id=3.%20Operating%20Segments) The Group's operating segments include apparel and other products and supply chain management services, innovative supply chain management solutions, and agency services for building materials, with 2025 H1 revenue primarily from apparel and other products and supply chain management services, mainly from Chinese customers, and no revenue from innovative supply chain management solutions - The Group's reportable segments include: 1. Sales of apparel and related products and provision of supply chain management services; 2. Sales of innovative anti-counterfeiting, traceability, and marketing products and related solutions, and provision of supply chain management solutions; and 3. Provision of agency services for building and related materials[27](index=27&type=chunk) Segment Revenue and Results (For the six months ended June 30) | Segment | 2025 Revenue (HKD thousands) | 2025 Profit (Loss) (HKD thousands) | 2024 Revenue (HKD thousands) | 2024 Profit (Loss) (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Apparel and other products and supply chain management services | 9,112 | 515 | 3,000 | 2,126 | | Building materials | – | – | 46 | (1) | | Innovative supply chain management solutions | – | – | 12,566 | 3,761 | | Consolidated | 9,112 | 515 | 15,612 | 5,886 | - In the first half of 2025, the Group's revenue from external customers primarily originated from China (**HKD 9,112 thousand**), compared to China (**HKD 12,566 thousand**) and Hong Kong (**HKD 3,000 thousand**) in the same period of 2024[32](index=32&type=chunk) [4. Revenue from Contracts with Customers](index=18&type=section&id=4.%20Revenue%20from%20Contracts%20with%20Customers) The Group's revenue from contracts with customers in the first half of 2025 primarily derived from sales of other products (apparel and other products and supply chain management services segment), totaling HKD 9,112 thousand, all recognized at a point in time and entirely from the Chinese market Revenue from Contracts with Customers by Major Product Line and Business (For the six months ended June 30) | Product Line/Business | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Apparel and other products and supply chain management services — Sales of other products | 9,112 | – | | Apparel and other products and supply chain management services — Provision of supply chain management services | – | 3,000 | | Building materials — Agency fees for building and related materials | – | 46 | | Innovative supply chain management solutions — Sales of anti-counterfeiting, traceability, and marketing products and related solutions | – | 12,566 | | Total | 9,112 | 15,612 | - All revenue in 2025 was recognized at a point in time, whereas in 2024, some revenue was recognized over time (provision of supply chain management services related to apparel products)[39](index=39&type=chunk) - All revenue in 2025 originated from the Chinese market, while in 2024, it came from China, Hong Kong, and Cambodia[40](index=40&type=chunk) [5. Other Income, Gains and Losses, Net](index=19&type=section&id=5.%20Other%20Income,%20Gains%20and%20Losses,%20Net) For the six months ended June 30, 2025, other income, gains and losses, net increased to HKD 729 thousand, primarily contributed by rental income, with net impairment loss on trade receivables being zero Other Income, Gains and Losses, Net (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Net impairment loss on trade receivables | – | (44) | | Rental income | 512 | 549 | | Net exchange loss | (9) | (17) | | Others | 226 | 86 | | Total | 729 | 574 | - No net impairment loss on trade receivables was incurred in the first half of 2025, compared to **HKD 44 thousand** in the same period of 2024[42](index=42&type=chunk) [6. Income Tax Expense](index=20&type=section&id=6.%20Income%20Tax%20Expense) For the six months ended June 30, 2025, income tax expense decreased to HKD 138 thousand, primarily from PRC enterprise income tax, with Hong Kong profits tax rate at 16.5% and PRC enterprise income tax rate at 25% Income Tax Expense (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | PRC enterprise income tax — Current year | 138 | 341 | | Deferred tax | – | (77) | | Total | 138 | 264 | - Hong Kong profits tax is calculated at **16.5%**, and the PRC subsidiary tax rate is **25%**[44](index=44&type=chunk) [7. Loss for the Period](index=20&type=section&id=7.%20Loss%20for%20the%20Period) For the six months ended June 30, 2025, total employee benefit expenses deducted from loss for the period increased to HKD 9,949 thousand, with a significant increase in wages and other benefits, and changes in depreciation and amortization expenses Items Deducted from Loss for the Period (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Directors' emoluments | 795 | 850 | | Wages and other benefits | 8,915 | 6,231 | | Contributions to retirement benefit schemes | 239 | 224 | | Total employee benefit expenses | 9,949 | 7,305 | | Auditor's remuneration | 200 | 200 | | Depreciation of property, plant and equipment | 1,007 | 918 | | Depreciation of investment properties | 520 | – | | Depreciation of right-of-use assets | 1,202 | 969 | | Amortisation of intangible assets | – | 500 | | Cost of inventories recognised as cost of sales | 8,597 | 8,627 | - Wages and other benefits increased from **HKD 6,231 thousand** to **HKD 8,915 thousand**, leading to a significant increase in total employee benefit expenses[45](index=45&type=chunk) - New depreciation of investment properties of **HKD 520 thousand** was incurred in the first half of 2025, while amortization of intangible assets was zero[45](index=45&type=chunk) [8. Dividends](index=21&type=section&id=8.%20Dividends) The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (nil for the same period in 2024)[46](index=46&type=chunk) [9. Loss Per Share](index=21&type=section&id=9.%20Loss%20Per%20Share) For the six months ended June 30, 2025, basic loss per share was HKD 0.99 cents, an increase from HKD 0.55 cents in the same period of 2024, primarily due to increased loss for the period Loss Per Share Calculation (For the six months ended June 30) | Indicator | 2025 (HKD thousands/thousand shares) | 2024 (HKD thousands/thousand shares) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company used in the calculation of basic and diluted loss | (13,549) | (7,443) | | Weighted average number of ordinary shares used in the calculation of basic and diluted loss per share | 1,371,412 | 1,354,500 | | Loss per share — Basic (HK cents) | (0.99) | (0.55) | - Diluted loss per share for both periods is not presented as there were no potential ordinary shares outstanding during either period[48](index=48&type=chunk) [10. Property, Plant and Equipment](index=21&type=section&id=10.%20Property,%20Plant%20and%20Equipment) Property, plant and equipment are depreciated using the straight-line method, with annual depreciation rates including leasehold land and buildings (over the remaining lease term), computer and office equipment (20%), and leasehold improvements (10%) - Leasehold land and buildings are depreciated over the remaining lease term[49](index=49&type=chunk) - Computer and office equipment are depreciated at an annual rate of **20%**, and leasehold improvements at an annual rate of **10%**[49](index=49&type=chunk) [11. Investment Properties](index=22&type=section&id=11.%20Investment%20Properties) Investment properties are depreciated using the straight-line method over the lease term, and as of June 30, 2025, all investment properties were pledged to secure bank financing - Investment properties are depreciated using the straight-line method over the lease term[50](index=50&type=chunk) - As of June 30, 2025, all of the Group's investment properties were pledged to secure bank financing granted to the Group[50](index=50&type=chunk) [12. Trade and Other Receivables, Prepayments and Deposits](index=22&type=section&id=12.%20Trade%20and%20Other%20Receivables,%20Prepayments%20and%20Deposits) As of June 30, 2025, total trade receivables amounted to HKD 16,444 thousand, with HKD 9,266 thousand aged 0 to 30 days and HKD 7,178 thousand aged over 90 days - The Group grants credit periods of **30 to 90 days**, with some customers extending up to **180 days**[51](index=51&type=chunk) Ageing Analysis of Trade Receivables (As of June 30, 2025) | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 9,266 | – | | Over 90 days | 7,178 | 7,902 | | Total | 16,444 | 7,902 | [13. Trade and Other Payables](index=22&type=section&id=13.%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade payables amounted to HKD 9,389 thousand, with HKD 8,741 thousand aged 0 to 30 days and HKD 648 thousand aged over 91 days Ageing Analysis of Trade Payables (As of June 30, 2025) | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 8,741 | – | | Over 91 days | 648 | 254 | | Total | 9,389 | 254 | [14. Bank Borrowings](index=23&type=section&id=14.%20Bank%20Borrowings) As of June 30, 2025, the Group had HKD 6,811 thousand in borrowings in default due to non-compliance with loan covenants, which may be subject to immediate repayment, but no demand for immediate repayment had been received from the bank as of the report publication date - As of June 30, 2025, the Group had **HKD 6,811 thousand** in borrowings in default due to non-compliance with loan covenants (December 31, 2024: **HKD 7,474 thousand**)[54](index=54&type=chunk) - Despite the default, as of the date of publication of the condensed consolidated financial statements, the Group had not received any demand for immediate repayment from the bank[54](index=54&type=chunk) [15. Share Capital](index=23&type=section&id=15.%20Share%20Capital) As of June 30, 2025, the company's issued share capital was HKD 13,731 thousand, with 1,373,145,000 shares issued, having completed two share placements and a share split in 2024 Changes in Share Capital (As of June 30, 2025) | Item | Number of Shares | Share Capital (HKD thousands) | | :--- | :--- | :--- | | As at December 31, 2024 (ordinary shares of HKD 0.01 each) | 1,354,500,000 | 13,545 | | First share placement in 2025 | 13,430,000 | 134 | | Second share placement in 2025 | 5,215,000 | 52 | | As at June 30, 2025 | 1,373,145,000 | 13,731 | - The first share placement in 2025 involved **13,430,000 shares**, with net proceeds of approximately **HKD 7.7 million** used to strengthen sales of innovative anti-counterfeiting, traceability, and marketing products, enhance e-commerce platform operations, and for working capital[57](index=57&type=chunk)[58](index=58&type=chunk) - The second share placement in 2025 involved **5,215,000 shares**, with net proceeds of approximately **HKD 3.1 million** used to consolidate working capital[60](index=60&type=chunk)[61](index=61&type=chunk) - The company completed a share split on July 24, 2024, subdividing each share of **HKD 0.1** par value into ten (10) subdivided shares of **HKD 0.01** par value each[62](index=62&type=chunk) [16. Related Party Transactions](index=26&type=section&id=16.%20Related%20Party%20Transactions) For the six months ended June 30, 2025, the Group had no other significant outstanding balances or material transactions with related parties - As at the end of the reporting period, the Group had no other significant outstanding balances or material transactions with related parties[64](index=64&type=chunk) [17. Events After the Reporting Period](index=26&type=section&id=17.%20Events%20After%20the%20Reporting%20Period) Except as disclosed elsewhere in the condensed consolidated financial statements, the Group had no other significant events after the reporting period and up to the date of this report - The Group had no other significant events after the reporting period and up to the date of this report[65](index=65&type=chunk) Management Discussion and Analysis [Business Model](index=27&type=section&id=Business%20Model) The Group is an integrated supply chain management service provider focused on apparel customers, adopting a vertically integrated business model to offer end-to-end customized solutions, with businesses divided into apparel supply chain management and innovative supply chain management segments - The Group provides vertically integrated apparel supply chain management solutions, including market analysis, product design, raw material procurement, production supervision, quality control, intermediary services, trade facilitation, order fulfillment, and logistics coordination[67](index=67&type=chunk) - The innovative supply chain management segment integrates technology-driven value-added services such as anti-counterfeiting protection, product tracking systems, and interactive marketing solutions, combined with e-commerce solutions, to expand into apparel and non-apparel industries[68](index=68&type=chunk) [Business Review](index=28&type=section&id=Business%20Review) During the review period, the Group continued to focus on synergistic growth in its apparel and innovative supply chain management segments, reallocating resources in China and Hong Kong, securing a USD 25 million commitment from an investor, and expecting significant revenue from collaborations with Chinese SME apparel brands and a strategic partnership with the 832 Platform - The Group targets small and medium-sized enterprise (SME) apparel brands and sportswear customers in China and Hong Kong, establishing a diversified customer acquisition framework by expanding into the China/Hong Kong markets[69](index=69&type=chunk) - A subscription agreement and supplemental agreement were entered into with an investor, securing a commitment of **USD 25 million** (approximately **HKD 195 million**) to support the development of the supply chain platform[69](index=69&type=chunk) - A memorandum of understanding was signed with a Shanghai SME apparel brand for raw material procurement, product development, and apparel supply chain management services, expected to generate **RMB 3 million to RMB 5 million** in monthly revenue in the second half of 2025[70](index=70&type=chunk) - The strategic cooperation agreement with a subsidiary of China Supply and Marketing Group was optimized to expand synergies between the 832 Platform and its supply chain cycle and ecosystem[70](index=70&type=chunk) - With sufficient working capital, the innovative supply chain management services are expected to generate **HKD 10 million to HKD 20 million** in revenue for the Group by the end of the 2025 financial year, based on a procurement and resale model[71](index=71&type=chunk) [Financial Review](index=29&type=section&id=Financial%20Review) The Group's revenue significantly decreased by 41.6% to HKD 9.1 million, primarily due to the loss of major customer orders, a cautious financial approach, and delayed business expansion, while gross margin sharply declined to 5.7% due to the absence of high-margin business from the innovative supply chain management segment, with administrative expenses slightly increasing but selling and distribution expenses and finance costs decreasing - Revenue decreased by approximately **41.6%** from **HKD 15.6 million** to **HKD 9.1 million**, mainly due to the loss of major apparel customer procurement orders, a more cautious financial approach, and delayed business expansion in China and Hong Kong[72](index=72&type=chunk) - Gross profit decreased from **HKD 7.0 million** to **HKD 0.5 million**, and gross margin decreased from **44.7%** to **5.7%**, primarily because the innovative supply chain management segment did not generate high-margin revenue in the first half of 2025[74](index=74&type=chunk) - Selling and distribution expenses decreased by approximately **56.7%** to **HKD 0.3 million**, mainly due to cost control measures[76](index=76&type=chunk) - Administrative expenses slightly increased to **HKD 14.0 million**, primarily due to increased rental expenses and staff costs, partially offset by reduced legal and professional fees, trademark amortization, and right-of-use assets[77](index=77&type=chunk) - Finance costs decreased by approximately **43.9%** to **HKD 0.4 million**, mainly due to reduced bank borrowings[78](index=78&type=chunk) - Loss for the period and total comprehensive expenses expanded to **HKD 13.5 million** (compared to **HKD 7.4 million** in the same period of 2024)[80](index=80&type=chunk) - The Group pledged its property located in Tai Nan West Street, Kowloon, Hong Kong, to a bank to obtain bank financing[81](index=81&type=chunk) [Use of Proceeds](index=32&type=section&id=Use%20of%20Proceeds) The net proceeds of HKD 7.7 million from the November 2024 share placement, completed on January 3, 2025, were fully utilized for staff salaries, professional fees, and other operating expenses, and the net proceeds of HKD 3.1 million from the January 2025 share placement, completed on February 25, 2025, were also fully utilized for staff salaries, professional fees, repayment of other payables, and other expenses Use of Proceeds from November 2024 Share Placement (As of June 30, 2025) | Planned Use | Net Proceeds (HKD millions) | Actual Use (HKD millions) | Unutilized (HKD millions) | | :--- | :--- | :--- | :--- | | Payment of staff salaries and related expenses | 5.3 | 5.3 | – | | Payment of professional fees and other service costs | 1.5 | 1.5 | – | | Others | 0.9 | 0.9 | – | | Total | 7.7 | 7.7 | – | Use of Proceeds from January 2025 Share Placement (As of June 30, 2025) | Planned Use | Net Proceeds (HKD millions) | Actual Use (HKD millions) | Unutilized (HKD millions) | | :--- | :--- | :--- | :--- | | Payment of staff salaries and related expenses | 1.3 | 1.3 | – | | Payment of professional fees and other service costs | 0.5 | 0.5 | – | | Repayment of other payables | 0.3 | 0.3 | – | | Others | 1.0 | 1.0 | – | | Total | 3.1 | 3.1 | – | [Material Investments Held](index=34&type=section&id=Material%20Investments%20Held) As of June 30, 2025, the Group did not hold any material investments - As of June 30, 2025, the Group did not hold any material investments[87](index=87&type=chunk) [Capital Commitments and Contingent Liabilities](index=34&type=section&id=Capital%20Commitments%20and%20Contingent%20Liabilities) As of June 30, 2025, the Group had no material capital commitments or contingent liabilities - As of June 30, 2025, the Group had no material capital commitments or any material contingent liabilities or guarantees[88](index=88&type=chunk) [Foreign Exchange Risk](index=34&type=section&id=Foreign%20Exchange%20Risk) The Group's revenue is primarily denominated in RMB, with some in HKD, and while USD foreign exchange risk is not significant due to the HKD peg, RMB foreign exchange risk is also considered not significant, but will be closely monitored and hedged if necessary - The Group's revenue is primarily denominated in **RMB**, with some in **HKD**[89](index=89&type=chunk) - The Group considers foreign exchange risk related to **USD** and **RMB** not significant but will closely monitor changes in foreign currency exchange rates and consider hedging when necessary[90](index=90&type=chunk) [Prospects](index=34&type=section&id=Prospects) The Group's future strategic direction is to strengthen its core apparel supply chain management business and seize growth opportunities in the innovative supply chain management segment through technology-assisted services and platforms, adopting a more flexible grassroots strategy, supported by a USD 25 million subscription agreement with an investor, and expecting significant revenue from strategic cooperation with the 832 Platform by the end of the 2025 financial year - The Group will strengthen its core apparel supply chain management business and seize growth opportunities in the innovative supply chain management segment through technology-assisted supply chain management services and platforms[91](index=91&type=chunk) - The **USD 25 million** subscription agreement with an investor supports the development of strategic plans[91](index=91&type=chunk) - Strategic cooperation with the 832 Platform and its ecosystem is expected to achieve significant revenue contribution by the end of the 2025 financial year, subject to working capital allocation[92](index=92&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=35&type=section&id=Capital%20Structure,%20Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group had a total deficit of HKD 1.8 million, net current liabilities of HKD 19.9 million, a current ratio of 0.56 times, and a debt-to-equity ratio of -729.4% Overview of Capital Structure, Liquidity and Financial Resources (As of June 30, 2025) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total deficit (Total equity) | (HKD 1.8 million) | HKD 1.0 million | | Cash and cash equivalents | HKD 0.5 million | HKD 0.2 million | | Net current liabilities | HKD 19.9 million | HKD 17.5 million | | Current ratio | 0.56 times | 0.48 times | | Debt-to-equity ratio | -729.4% | 1,388.1% | - There have been no significant changes in the company's capital structure since December 31, 2024[94](index=94&type=chunk) [Dividends](index=35&type=section&id=Dividends) The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (nil for the six months ended June 30, 2024)[95](index=95&type=chunk) [Segment Information](index=36&type=section&id=Segment%20Information) Segment information is disclosed in Note 3 to the unaudited condensed consolidated financial statements - Segment information is disclosed in Note 3 to the unaudited condensed consolidated financial statements[96](index=96&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=36&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries,%20Associates%20and%20Joint%20Ventures) For the six months ended June 30, 2025, the Group did not make any material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group did not make any material acquisitions or disposals of subsidiaries, associates, or joint ventures[97](index=97&type=chunk) [Employees and Remuneration Policy](index=36&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group employed 16 full-time employees, a significant reduction from 53 in the same period of 2024, with staff costs increasing to HKD 10.0 million, and the company implementing a competitive remuneration system linking part of the compensation to business performance - As of June 30, 2025, the Group employed a total of **16 full-time employees** (June 30, 2024: **53 full-time employees**)[98](index=98&type=chunk) - For the six months ended June 30, 2025, the Group's staff costs were approximately **HKD 10.0 million** (same period in 2024: **HKD 7.3 million**)[98](index=98&type=chunk) - The company establishes a competitive remuneration system, linking part of employee compensation to business performance to incentivize employees for better results[98](index=98&type=chunk) [Future Plans for Material Investments and Capital Assets](index=36&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) As of June 30, 2025, the Group had no future plans involving material investments or capital assets - As of June 30, 2025, the Group had no plans involving material investments or capital assets[99](index=99&type=chunk) Other Information [Disclosure of Interests](index=37&type=section&id=Disclosure%20of%20Interests) As of June 30, 2025, Executive Director Mr. Chen Ting held 53.93% of the company's shares through his controlled corporation, Beaming Elite, which held 740,480,000 shares, while Arena Investors, LP held 18.98% long and 6.59% short positions, and Mr. Ng Kim Ming held a long position of 89,320,000 relevant shares through EnKai Directors' and Chief Executive's Interests in Shares of the Company (As of June 30, 2025) | Director Name | Nature and Capacity of Interest | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Chen Ting | Interest in controlled corporation | 740,480,000 (L) | 53.93% | Substantial Shareholders' and Other Persons' Interests in Shares and Underlying Shares of the Company (As of June 30, 2025) | Substantial Shareholder Name | Nature and Capacity of Interest | Number of Shares Held | Number of Relevant Shares Held under Share Options | Total Number of Shares and Relevant Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Beaming Elite | Beneficial owner | 740,480,000 (L) | – | 74,048,000 (L) | 53.93% | | Ms. Theresa Woo | Spouse's interest | 740,480,000 (L) | – | 74,048,000 (L) | 53.93% | | Arena Investors, LP | Investment manager | 257,065,000 (L) | 89,320,000 (S) | 25,880,000 (L) / 89,320,000 (S) | 18.98% (L) / 6.59% (S) | | Mr. Ng Kim Ming | Interest in controlled corporation | – | 89,320,000 (L) | 89,320,000 (L) | 6.59% | - Arena Investors, LP granted an option to EnKai Investments Pte. Ltd. for up to **96,000,000 shares**, of which **89,320,000 shares** remain outstanding[105](index=105&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=40&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) For the six months ended June 30, 2025, neither the company nor its subsidiaries participated in any arrangements enabling directors or chief executives to subscribe for securities of the company or its associated corporations - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries participated in any arrangements enabling the company's directors or chief executive to subscribe for securities of the company or any of its associated corporations[107](index=107&type=chunk) [Competing Interests of Directors and Controlling Shareholders](index=40&type=section&id=Competing%20Interests%20of%20Directors%20and%20Controlling%20Shareholders) For the six months ended June 30, 2025, directors confirmed that no director, controlling shareholder, or their respective close associates had any business or interest in any company that competes or is likely to compete with the Group's business - Directors confirmed that no director, controlling shareholder, or their respective close associates had any business or interest in any company that competes or is likely to compete with the Group's business[108](index=108&type=chunk) [Corporate Governance Practices and Compliance Matters](index=40&type=section&id=Corporate%20Governance%20Practices%20and%20Compliance%20Matters) The company is committed to maintaining high standards of corporate governance practices and has complied with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules for the six months ended June 30, 2025, except for the deviations noted - The company has complied with the code provisions set out in the Corporate Governance Code for the six months ended June 30, 2025, except for the deviations noted below[109](index=109&type=chunk) [Directors' Securities Transactions](index=41&type=section&id=Directors'%20Securities%20Transactions) The company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the required standard for directors' securities transactions, and all directors confirmed compliance for the six months ended June 30, 2025 - The company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the required standard for directors' securities transactions[110](index=110&type=chunk) - All directors confirmed their compliance with the required standard for the six months ended June 30, 2025[110](index=110&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=41&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[111](index=111&type=chunk) [Share Option Scheme](index=41&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on April 16, 2018, to incentivize eligible participants, effective for 10 years from the listing date, with no options granted, lapsed, exercised, or cancelled since adoption, and no outstanding options as of the report date - The company adopted a share option scheme on April 16, 2018, to provide individual equity and incentivize eligible participants for their contributions[112](index=112&type=chunk) - The share option scheme is effective for **10 years** from the listing date, and eligible participants include employees, consultants, service providers, etc[112](index=112&type=chunk) - Since its adoption, no share options have been granted, lapsed, exercised, or cancelled, and there are no outstanding share options as of the date of this report[112](index=112&type=chunk) [Audit Committee and Review of Accounts](index=42&type=section&id=Audit%20Committee%20and%20Review%20of%20Accounts) The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, and this report, confirming their compliance with applicable accounting standards and Listing Rules requirements - The Audit Committee comprises Mr. Choi Man Hon (Chairman), Dr. Lau Tai Wai, and Professor Yang Mengzhang, Engineer (all independent non-executive directors)[113](index=113&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, and this report, and considers them to be prepared in compliance with applicable accounting standards and Listing Rules requirements[113](index=113&type=chunk) [Forward-Looking Statements](index=42&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements based on the directors' current thoughts, assumptions, and expectations, but these are subject to risks and uncertainties beyond the company's control, and actual results may differ materially - This report contains certain forward-looking statements or statements using certain forward-looking words, which are the current thoughts, assumptions, and expectations of the directors regarding the industry and markets in which they operate[114](index=114&type=chunk) - These forward-looking statements are subject to risks, uncertainties, and other factors beyond the company's control, which may cause actual results or performance to differ materially from those expressed or implied in such forward-looking statements[114](index=114&type=chunk)

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 的 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或 任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） （股份代號：8107） 董事名單與其角色及職能 細葉榕科技控股有限公司（「本公司」）於本公告日期的董事（「董事」）會（「董事會」） 成員載列如下。 執行董事 陳霆先生 （ 主席 ） 陳霄女士 獨立非執行董事 劉大貝博士 楊孟璋教授、工程師 蔡文安先生 董事會設有三個委員會。下表提供各董事在該等委員會中所擔任的職位。 | | 董事會委員會 審核委員會 | 薪酬委員會 | 提名委員會 | | --- | --- | --- | --- | | 董事 | | | | | 陳霆先生 | — | 成員 | — | | 陳霄女士 | — | — | 成員 | | 劉大貝博士 | 成員 | 主席 | 成員 | | 楊孟璋教授、工程師 | 成員 | 成員 | 主席 | | 蔡文安先生 | 主席 | — | — | 香港，二 ...

董事委員會組成變動及調任 細葉榕科技控股有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣佈，本公 司提名委員會（「提名委員會」）組成有以下變動，自二零二五年八月二十九日起生 效： 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 的 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或 任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） （股份代號：8107） (a) 執行董事陳霆先生不再擔任提名委員會成員； (b) 執行董事陳霄女士已獲委任為提名委員會成員；及 (c) 楊孟璋教授、工程師將由提名委員會成員調任為提名委員會主席。 承董事會命 細葉榕科技控股有限公司 主席兼執行董事 陳霆先生 香港，二零二五年八月二十九日 於 本 公 告 日 期 ， 董 事 會 包 括 (i) 兩 名 執 行 董 事 為 陳 霆 先 生（ 主 席 ）及 陳 霄 女 士 ； 以 及(ii)三名獨立非執行董事為劉大貝博士、楊孟璋教授、工程師及蔡文安先生。 – 1 – 本公告的 ...

茲提述細葉榕科技控股有限公司日期為(i)二零二五年七月四日的公告，內容有關 （ 其中包括 ）臨時買賣協議，據此，賣方（ 本公司間接全資附屬公司 ）同意出售而買 方（ 獨立第三方 ）同意購買該物業，代價為16,050,000港元；(ii)二零二五年七月二 十五日的公告，內容有關（ 其中包括 ）將通函寄發日期延遲至二零二五年八月十五 日或之前；及(iii)二零二五年七月三十一日的公告，內容有關（ 其中包括 ）(a)本公 司於同日就出售事項自控股股東Beaming Elite Holdings Limited取得不可撤回及無 條件的書面批准，出售事項已根據GEM上市規則第19.44條獲股東以書面股東批准 方式批准，以取代舉行股東大會；及(b)賣方與買方其後就出售事項訂立正式買賣 協 議 ， 條 款 與 臨 時 買 賣 協 議 大 致 相 同 ； 及 (iv) 二 零 二 五 年 八 月 十 五 日 的 公 告 ， 內 容有關（ 其中包括 ）進一步延遲寄發通函至二零二五年八月二十九日或之前（ 統稱 「該 等 公 告」）。 除 另 有 說 明 外 ， 本 公 告 所 用 詞 彙 與 該 等 公 告 所 界 定 者 具 ...

Revenue Decline and Financial Strategy - The company experienced a significant decline in revenue for the fiscal year 2024, primarily due to the loss of procurement orders from key apparel clients and a shift to a more cautious financial policy focusing on reputable customers [5]. - The company has implemented a more prudent financial approach to reduce the risk of invoice defaults, which has affected short-term revenue but is aimed at maintaining long-term financial stability [6]. - The company is reallocating resources to enhance operational capacity and market share in China and Hong Kong, targeting small and medium-sized apparel brands [12]. - The company anticipates that the apparel supply chain management division will recover revenue growth in the fiscal year 2025, reducing reliance on a concentrated customer base [6]. - The company is shifting its regional focus towards the China and Hong Kong markets, moving away from its previous emphasis on the European Union [19]. Supply Chain Management and Growth Initiatives - The company aims to expand its operations in China and Hong Kong while developing innovative supply chain management solutions, which are expected to enhance long-term growth [5]. - The innovative supply chain management division integrates advanced technology solutions to improve traditional supply chain processes, potentially increasing gross margins and expanding service offerings [9]. - The company is focusing on synergistic growth between its apparel supply chain management and innovative supply chain management divisions [12]. - The company is collaborating with several small and medium-sized apparel brands in China, with expected monthly revenue ranging from RMB 3 million to RMB 5 million from a partnership with a Shanghai-based brand [13]. - The company anticipates potential revenue of HKD 10,000,000 to HKD 20,000,000 from confirmed transactions by the end of the fiscal year 2025, facilitated by its innovative supply chain management services [14]. Impairment Losses and Financial Monitoring - The company reported an impairment loss of approximately HKD 2,583,000 on intangible assets as of December 31, 2024, reducing the carrying value of these assets to zero [16]. - The impairment assessment indicated that historical sales for the two trademarks had dropped to zero, with no expected future sales over the next five years [17]. - The company confirmed an impairment loss of approximately HKD 7,310,000 on investment properties as of December 31, 2024, due to a significant decline in property prices [21]. - The group recognized a significant impairment loss of approximately HKD 17,600,000 for trade receivables, primarily due to long overdue accounts from key apparel clients, with four major clients accounting for over 97.7% of this loss, totaling about HKD 17,200,000 [27]. - The impairment loss for other receivables amounted to approximately HKD 2,000,000, with the top four suppliers contributing about 95.0% of this total, equating to around HKD 1,900,000 [34]. Credit Policy and Receivables Management - The group has implemented a more selective credit policy, prioritizing relationships with reputable clients to mitigate future default risks [29]. - The group has strengthened its financial monitoring and customer management processes to reduce future receivables risk while pursuing growth targets in existing and new business segments [33]. - The expected credit loss assessment for other receivables was conducted based on HKFRS 9, with an independent qualified valuer engaged for the evaluation [37]. - The credit loss model utilized a three-stage approach, with stage 1 showing a default risk of HKD 6,072,000 and a default probability of 0.48% [38]. - The company is implementing systematic procedures to track accounts receivable aging and will take follow-up actions for overdue accounts, including sending formal reminders to debtors [48]. Strategic Transformation and Governance - The company is undergoing a strategic transformation due to significant management and shareholder changes, necessitating a comprehensive review of market positioning and long-term strategy [53]. - The board confirmed that the impairment loss was systematically recognized under HKFRS 9 and that there were no significant changes in the valuation methods or input data used compared to previous assessments [47]. - The board is adopting a prudent collection approach to avoid unnecessary impacts on potential business opportunities [49]. - The company is committed to robust governance and will take necessary steps to optimize collections while ensuring full compliance with regulatory requirements [50]. - Legal actions will be pursued against persistently delinquent debtors when commercially reasonable [53].

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 的 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或 任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） （股份代號：8107） 董事會召開日期 細葉榕科技控股有限公司（「本公司」及其附屬公司「本集團」）董事會（「董事會」）兹 通告謹定於二零二五年八月二十九日（ 星期五 ）舉行董事會會議，藉以（ 其中包括 ） 考慮及通過本集團截至二零二五年六月三十日止六個月之未經審核簡明綜合中期 業績及其刊發，及考慮派發股息（ 如有 ），以及處理其他事項。 承董事會命 細葉榕科技控股有限公司 主席兼執行董事 於 本 公 告 日 期 ， 董 事 會 包 括 (i) 二 名 執 行 董 事 為 陳 霆 先 生（ 主 席 ）及 陳 霄 女 士 ； 以 及(ii)三名獨立非執行董事為劉大貝博士、楊孟璋教授、工程師及蔡文安先生。 陳霆先生 本公告的資料乃遵照香港聯合交易所有限公司的GEM證券上市規則而刊載，旨在 提供有關本公司的資料；本 ...