Core Viewpoint - The company reported a significant decline in revenue and incurred a loss for the first half of 2025, indicating ongoing financial challenges [1] Financial Performance - Revenue for the first half of 2025 was approximately HKD 23.2 million, representing a year-on-year decrease of about 66.3% [1] - The loss attributable to equity shareholders was approximately HKD 4.193 million, which is a year-on-year reduction of about 19.9% [1] - The loss per share was reported at HKD 0.017 [1]

[Summary](index=2&type=section&id=Summary) The Board announced unaudited interim results for the six months ended June 30, 2025, with revenue decreasing by 66.3% to HK$23.2 million and loss attributable to equity holders reducing by 19.9% to HK$4.19 million Key Financial Summary for the Six Months Ended June 30, 2025 | Indicator | June 30, 2025 (thousand HKD) | June 30, 2024 (thousand HKD) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 23,202 | 68,889 | -66.3% | | Loss Attributable to Equity Holders of the Company | (4,193) | (5,235) | -19.9% | | Basic and Diluted Loss Per Share (HK cents) | (1.70) | (2.83) | -39.9% | - The Board does not recommend the payment of **any dividend** for the six months ended June 30, 2025[4](index=4&type=chunk)[29](index=29&type=chunk)[78](index=78&type=chunk) [Condensed Consolidated Financial Statements](index=3&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the condensed consolidated statements of profit or loss, financial position, and changes in equity for the six months ended June 30, 2025, reflecting the Group's financial performance and position [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's revenue significantly decreased by 66.3% to HK$23.2 million, with gross profit falling by 64.3% to HK$0.72 million, resulting in a reduced loss of HK$4.19 million Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended June 30) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 23,202 | 68,889 | -66.3% | | Cost of Sales | (22,486) | (66,882) | -66.4% | | Gross Profit | 716 | 2,007 | -64.3% | | Other Income | 194 | 246 | -21.1% | | Other Income/(Losses) Net | 489 | (218) | Significant Improvement | | Administrative and Other Operating Expenses | (5,597) | (7,279) | -23.1% | | Operating Loss | (4,198) | (5,244) | -19.9% | | Finance Costs | (13) | (88) | -85.2% | | Loss Before Tax | (4,211) | (5,332) | -21.0% | | Income Tax Credit | 18 | 97 | -81.4% | | Loss Attributable to Equity Holders of the Company for the Period | (4,193) | (5,235) | -19.9% | | Basic and Diluted Loss Per Share (HK cents) | (1.70) | (2.83) | -39.9% | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets less current liabilities were HK$31.37 million, with net assets of HK$30.62 million, a decrease from December 31, 2024, and a current ratio of 5.9 Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Non-current Assets | 1,954 | 1,634 | +19.6% | | Total Current Assets | 35,365 | 40,098 | -11.8% | | Total Current Liabilities | 5,949 | 6,491 | -8.3% | | Net Current Assets | 29,416 | 33,607 | -12.5% | | Total Assets Less Current Liabilities | 31,370 | 35,241 | -11.0% | | Total Non-current Liabilities | 748 | 445 | +68.1% | | Net Assets | 30,622 | 34,796 | -12.0% | | Total Equity | 30,622 | 34,796 | -12.0% | - The **current ratio** decreased from **6.2** as of December 31, 2024, to **5.9** as of June 30, 2025[70](index=70&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, total equity decreased from HK$34.796 million to HK$30.622 million, primarily due to the period's loss and negative changes in fair value reserves Condensed Consolidated Statement of Changes in Equity (For the Six Months Ended June 30, 2025) | Item | June 30, 2025 (thousand HKD) | January 1, 2024 (thousand HKD) | | :--- | :--- | :--- | | Balance at Beginning of Period | 34,796 | 31,374 | | Loss for the Period | (4,193) | (5,235) | | Other Comprehensive Income for the Period | 19 | (107) | | Balance at End of Period | 30,622 | 26,032 | - Exchange reserves improved from **negative HK$2.248 million** to **negative HK$1.981 million**, while fair value reserves deteriorated from **negative HK$0.958 million** to **negative HK$1.206 million**[7](index=7&type=chunk)[8](index=8&type=chunk) [Notes to the Unaudited Interim Financial Report](index=7&type=section&id=Notes%20to%20the%20Unaudited%20Interim%20Financial%20Report) This section provides detailed notes to the condensed consolidated financial statements, covering company background, basis of preparation, accounting policy changes, segment reporting, revenue, expense details, tax, dividends, loss per share, asset and liability movements, fair value measurements, commitments, related party transactions, key management remuneration, and contingent liabilities [Company Background](index=7&type=section&id=Company%20Background) Direct Telecommunications Holdings Limited was incorporated in the Cayman Islands in 2009, primarily engaged in providing telecommunications services and distribution businesses - The Company was incorporated in the Cayman Islands as an exempted company on **July 28, 2009**[9](index=9&type=chunk) - The Company and its subsidiaries are principally engaged in the provision of **telecommunications services** and **distribution businesses**[10](index=10&type=chunk) [Basis of Preparation](index=7&type=section&id=Basis%20of%20Preparation) The interim financial report is prepared in accordance with GEM Listing Rules and IAS 34, adopting the same accounting policies as the 2024 financial statements, reviewed by the Audit Committee but unaudited - The interim financial report is prepared in accordance with the **GEM Listing Rules** of the Stock Exchange and **International Accounting Standard 34** "Interim Financial Reporting"[11](index=11&type=chunk) - The interim financial report was authorized for issue on **August 29, 2025**, and has been reviewed by the Company's Audit Committee but is **unaudited**[11](index=11&type=chunk)[12](index=12&type=chunk) [Changes in Accounting Policies](index=7&type=section&id=Changes%20in%20Accounting%20Policies) The Group's financial statements show no significant changes in accounting policies due to IFRS amendments, and no new standards or interpretations not yet effective for the current period have been adopted - The accounting policies adopted in the Group's financial statements have **not undergone significant changes** due to certain amendments to International Financial Reporting Standards[13](index=13&type=chunk) - The Group has **not adopted any new standards or interpretations** that are not yet effective for the current accounting period[14](index=14&type=chunk) [Segment Reporting](index=8&type=section&id=Segment%20Reporting) The Group comprises two operating segments: telecommunications services and distribution business, both experiencing significant revenue declines for the six months ended June 30, 2025, with distribution business having the largest share but also the most significant decrease, and external revenue in Hong Kong, Mainland China, and Singapore all decreasing [Segment Results](index=9&type=section&id=Segment%20Results) External revenue and reportable segment profit for both telecommunications services and distribution businesses significantly decreased year-on-year, with the distribution business experiencing a particularly sharp decline in revenue, leading to a substantial reduction in overall gross profit Segment Results (For the Six Months Ended June 30) | Segment | 2025 Revenue (thousand HKD) | 2024 Revenue (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Telecommunications Services | 3,393 | 4,481 | -24.3% | | Distribution Business | 19,809 | 64,408 | -69.2% | | **Total** | **23,202** | **68,889** | **-66.3%** | | Segment Profit (Telecommunications Services) | 476 | 1,203 | -60.4% | | Segment Profit (Distribution Business) | 240 | 804 | -70.2% | | **Total Segment Profit** | **716** | **2,007** | **-64.3%** | - The Group consists of two operating segments: **telecommunications services** (providing telecommunications services) and **distribution business** (distributing mobile phones, electronic products, and mobile and data top-up e-vouchers)[19](index=19&type=chunk)[21](index=21&type=chunk) [Geographical Information](index=11&type=section&id=Geographical%20Information) The Group recorded decreased external revenue in Hong Kong, Mainland China, and Singapore, with Hong Kong and Singapore experiencing larger declines, while specific non-current assets increased in Hong Kong, appeared in Mainland China, and decreased in Singapore Geographical External Revenue (For the Six Months Ended June 30) | Region | 2025 Revenue (thousand HKD) | 2024 Revenue (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong | 10,205 | 35,748 | -71.4% | | Mainland China | 1,184 | 3,852 | -69.2% | | Singapore | 11,813 | 29,289 | -59.7% | | **Total** | **23,202** | **68,889** | **-66.3%** | Specific Non-current Assets (As of June 30) | Region | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong | 1,039 | 539 | +92.8% | | Mainland China | 92 | – | N/A | | Singapore | 12 | 36 | -66.7% | | **Total** | **1,143** | **575** | **+98.8%** | [Revenue](index=8&type=section&id=Revenue) The Group's total revenue for the six months ended June 30, 2025, was HK$23.202 million, a significant 66.3% decrease year-on-year, primarily from the distribution business, which also saw a substantial decline - The Group is principally engaged in **telecommunications services** and **distribution businesses**[16](index=16&type=chunk) Revenue by Product or Service (For the Six Months Ended June 30) | Product or Service | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Telecommunications Services | 3,393 | 4,481 | -24.3% | | Distribution Business | 19,809 | 64,408 | -69.2% | | **Total** | **23,202** | **68,889** | **-66.3%** | - Distribution business revenue from **major customers A, B, and C** all significantly decreased, with **customer B** experiencing the largest decline[17](index=17&type=chunk) [Other Income and Other Income/(Losses) Net](index=11&type=section&id=Other%20Income%20and%20Other%20Income%2F%28Losses%29%20Net) For the six months ended June 30, 2025, other income decreased by 21.1% to HK$0.194 million, mainly due to lower interest income, while other income net significantly improved to HK$0.489 million from a net loss, primarily driven by exchange gains Other Income (For the Six Months Ended June 30) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Interest income from financial assets measured at amortized cost | 194 | 225 | -13.7% | | Miscellaneous income | – | 21 | -100% | | **Total** | **194** | **246** | **-21.1%** | Other Income/(Losses) Net (For the Six Months Ended June 30) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Exchange gains/(losses) net | 489 | (218) | - Other income net is primarily due to **exchange gains** arising from fluctuations in exchange rates between HKD, RMB, and SGD[65](index=65&type=chunk) [Loss Before Tax](index=12&type=section&id=Loss%20Before%20Tax) For the six months ended June 30, 2025, loss before tax was HK$4.211 million, a 21.0% reduction from HK$5.332 million in the prior year, mainly due to significant decreases in finance costs and administrative and other operating expenses, particularly the reduction in impairment losses on trade receivables Loss Before Tax Deductions (For the Six Months Ended June 30) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Finance costs | 13 | 88 | -85.2% | | Staff costs | 2,182 | 2,206 | -1.1% | | Depreciation (owned property, plant and equipment) | 105 | 602 | -82.6% | | Depreciation (right-of-use assets) | 190 | 218 | -12.9% | | Impairment loss on trade receivables | – | 1,224 | -100% | | Cost of inventories | 19,649 | 63,704 | -69.2% | | Auditor's remuneration (audit services) | 339 | 544 | -37.7% | - The decrease in **finance costs** is primarily due to **no interest payable on shareholder loans** for the six months ended June 30, 2025[26](index=26&type=chunk)[66](index=66&type=chunk) - The reduction in **administrative and other operating expenses** is mainly due to **decreased depreciation** and **no impairment loss on trade receivables** in the current period[66](index=66&type=chunk) [Income Tax Credit in Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=13&type=section&id=Income%20Tax%20Credit%20in%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, income tax credit was HK$18 thousand, an 81.4% decrease from HK$97 thousand in the prior year, mainly due to a reduction in deferred tax liabilities, with no provision for Hong Kong operations due to lack of taxable profit or availability of tax losses Income Tax Credit (For the Six Months Ended June 30) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Deferred tax | 18 | 97 | -81.4% | - **Hong Kong profits tax provision is zero** as the Group's operations in Hong Kong had no taxable profit or available tax losses to offset estimated taxable profit for the period[27](index=27&type=chunk) [Dividends](index=13&type=section&id=Dividends) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board does not recommend the payment of **any interim dividend** for the six months ended June 30, 2025, and no interim dividend was paid for the six months ended June 30, 2024[29](index=29&type=chunk)[78](index=78&type=chunk) [Loss Per Share](index=14&type=section&id=Loss%20Per%20Share) For the six months ended June 30, 2025, basic and diluted loss per share improved to 1.70 HK cents from 2.83 HK cents in the prior year, primarily due to a reduction in the loss for the period Loss Per Share Calculation Data (For the Six Months Ended June 30) | Item | 2025 (thousand HKD/thousand shares) | 2024 (thousand HKD/thousand shares) | | :--- | :--- | :--- | | Loss for the period attributable to ordinary equity holders of the Company | (4,193) | (5,235) | | Weighted average number of ordinary shares | 244,875 | 184,875 | | Basic and diluted loss per share (HK cents) | (1.70) | (2.83) | - The **diluted loss per share** for the six months ended June 30, 2025, and 2024, is the **same as the basic loss per share**, as there were no potential dilutive ordinary shares during these periods[31](index=31&type=chunk) [Movements in Property, Plant and Equipment](index=14&type=section&id=Movements%20in%20Property%2C%20Plant%20and%20Equipment) For the six months ended June 30, 2025, the Group made no purchases of property, plant, and equipment but recognized an increase in right-of-use assets of approximately HK$0.863 million, mainly due to new lease agreements - For the six months ended June 30, 2025, the Group made **no purchases of property, plant and equipment** items[32](index=32&type=chunk) - The Group entered into several lease agreements for the use of properties and transmission lines, recognizing an increase in **right-of-use assets** of approximately **HK$863,000** (2024: HK$232,000)[32](index=32&type=chunk) [Other Non-current Financial Assets](index=15&type=section&id=Other%20Non-current%20Financial%20Assets) As of June 30, 2025, the Group's other non-current financial assets totaled HK$811 thousand, a decrease from HK$1,059 thousand as of December 31, 2024, primarily comprising equity securities listed in Hong Kong and measured at fair value through other comprehensive income Other Non-current Financial Assets (As of June 30) | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Equity securities designated at fair value through other comprehensive income (non-transferable) – listed in Hong Kong | 811 | 1,059 | -23.4% | - These equity securities are shares of **Honghe Renai Medical Group Limited**, designated by the Group as measured at **fair value through other comprehensive income (non-transferable)**, as these investments are held for strategic purposes[34](index=34&type=chunk) [Inventories](index=15&type=section&id=Inventories) As of June 30, 2025, the Group's total inventories were HK$127 thousand, a significant decrease from HK$982 thousand as of December 31, 2024, mainly due to a substantial reduction in mobile phone and electronic product inventories Inventory Composition (As of June 30) | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Smart cards | 121 | 104 | +16.3% | | Top-up vouchers | 4 | 3 | +33.3% | | Mobile phones and electronic products | 2 | 875 | -99.8% | | **Total** | **127** | **982** | **-87.1%** | [Receivables, Deposits and Prepayments](index=16&type=section&id=Receivables%2C%20Deposits%20and%20Prepayments) As of June 30, 2025, trade receivables were HK$8.318 million, a slight decrease from HK$8.900 million as of December 31, 2024, while other receivables, deposits, and prepayments totaled HK$3.712 million, a slight increase, with all receivables expected to be recovered within one year Receivables, Deposits and Prepayments (As of June 30) | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables | 8,318 | 8,900 | -6.5% | | Other receivables, deposits and prepayments | 3,712 | 3,411 | +8.8% | | **Total** | **12,030** | **12,311** | **-2.3%** | Trade Receivables Ageing Analysis (As of June 30) | Ageing | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 1 month | 1,518 | 4,141 | | Over 1 month but within 3 months | 6,333 | 4,455 | | Over 3 months but within 6 months | 467 | 304 | | Over 6 months but within 12 months | – | – | | **Total** | **8,318** | **8,900** | - Credit terms for telecommunications services and distribution business provided to major customers are **up to 60 days** from invoice date, with some customers extending to **three to six months**[37](index=37&type=chunk) [Pledged Bank Deposits and Cash and Cash Equivalents](index=17&type=section&id=Pledged%20Bank%20Deposits%20and%20Cash%20and%20Cash%20Equivalents) As of June 30, 2025, the Group's cash and cash equivalents were HK$22.972 million, a decrease from HK$26.571 million as of December 31, 2024, with pledged bank deposits of HK$236 thousand serving as collateral for bank performance guarantees Cash and Cash Equivalents (As of June 30) | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Bank deposits | 6,636 | 11,858 | -44.0% | | Bank cash | 16,501 | 14,843 | +11.2% | | Cash on hand | 71 | 104 | -31.7% | | **Total** | **23,208** | **26,805** | **-13.4%** | | Less: Pledged bank deposits | (236) | (234) | +0.9% | | **Cash and cash equivalents in condensed consolidated statement of financial position** | **22,972** | **26,571** | **-13.6%** | - Pledged bank deposits of **HK$236,000** serve as collateral for **bank performance guarantees**[38](index=38&type=chunk)[72](index=72&type=chunk) [Payables and Accrued Charges and Contract Liabilities](index=17&type=section&id=Payables%20and%20Accrued%20Charges%20and%20Contract%20Liabilities) As of June 30, 2025, total payables, accrued charges, and contract liabilities were HK$5.288 million, a decrease from HK$6.063 million as of December 31, 2024, with trade payables and accrued charges decreasing, while contract liabilities for telecommunications services increased Payables and Accrued Charges and Contract Liabilities (As of June 30) | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 3,298 | 3,527 | -6.5% | | Other payables and accrued charges | 1,859 | 2,491 | -25.3% | | Contract liabilities (telecommunications services) | 131 | 45 | +191.1% | | **Total** | **5,288** | **6,063** | **-12.8%** | Trade Payables Ageing Analysis (As of June 30) | Ageing | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 1 month | 596 | 590 | | Over 1 month but within 3 months | 338 | 607 | | Over 3 months but within 12 months | – | – | | Over 12 months | 2,364 | 2,330 | | **Total** | **3,298** | **3,527** | [Share Capital](index=18&type=section&id=Share%20Capital) As of June 30, 2025, the Company's authorized share capital was HK$100 million, with issued and fully paid share capital of HK$48.975 million, consistent with December 31, 2024, following a HK$12 million increase in issued share capital in December 2024 due to capitalization of shareholder loans Share Capital Structure (As of June 30) | Item | June 30, 2025 (Number of shares/thousand HKD) | December 31, 2024 (Number of shares/thousand HKD) | | :--- | :--- | :--- | | Authorized share capital (Number of shares) | 500,000,000 | 500,000,000 | | Authorized share capital (Par value) | 100,000 | 100,000 | | Issued and fully paid share capital (Number of shares) | 244,875,000 | 244,875,000 | | Issued and fully paid share capital (Par value) | 48,975 | 48,975 | - On **December 13, 2024**, the Company's issued share capital increased by **HK$12,000,000** due to the completion of a share allotment to offset shareholder loans of approximately HK$12,000,000[41](index=41&type=chunk) [Fair Value Measurement](index=19&type=section&id=Fair%20Value%20Measurement) The Group's financial assets primarily consist of non-trading listed securities measured at fair value through other comprehensive income, classified as Level 1 valuation, with a fair value of HK$811 thousand as of June 30, 2025, down from HK$1,059 thousand as of December 31, 2024 Fair Value Measurement (As of June 30) | Item | June 30, 2025 Fair Value (thousand HKD) | December 31, 2024 Fair Value (thousand HKD) | | :--- | :--- | :--- | | Non-trading listed securities (Level 1) | 811 | 1,059 | - The fair value measurements of the Group's financial instruments are classified with reference to the **three fair value hierarchy levels** defined in **IFRS 13**[46](index=46&type=chunk) [Commitments](index=20&type=section&id=Commitments) As of June 30, 2025, the Group had no capital commitments, consistent with the situation as of December 31, 2024 - As of June 30, 2025, the Group had **no capital commitments** (December 31, 2024: nil)[47](index=47&type=chunk)[75](index=75&type=chunk) [Significant Related Party Transactions](index=20&type=section&id=Significant%20Related%20Party%20Transactions) The Group engaged in various transactions with related parties under common control by the controlling shareholder, including data processing, billing management, website development, maintenance, and property leasing, with shareholder loan interest expenses eliminated this period due to loan capitalization in December 2024 Significant Related Party Transactions (For the Six Months Ended June 30) | Related Party | Nature of Transaction | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | :--- | | Guangzhou Shenghua Information Technology Co., Ltd. | Data processing and billing management | 240 | 240 | | Guangzhou Guolian Smart Information Technology Co., Ltd. | Company website development and maintenance | 90 | 90 | | Tianlong Information Engineering Co., Ltd. | Lease of property | 180 | 180 | | Shareholder – Mr. Li Kin Shing | Interest expense on shareholder loan | – | 68 | - The **HK$12,000,000 loan agreement** with the shareholder was settled by a share allotment on **December 13, 2024**, to offset the outstanding principal, resulting in **no shareholder loan interest expense** for the current period[51](index=51&type=chunk) [Key Management Personnel Remuneration](index=21&type=section&id=Key%20Management%20Personnel%20Remuneration) For the six months ended June 30, 2025, the Group's total key management personnel remuneration was HK$929 thousand, largely consistent with HK$928 thousand in the prior year Key Management Personnel Remuneration (For the Six Months Ended June 30) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Salaries, wages and other benefits | 883 | 876 | | Contributions to retirement benefit schemes | 29 | 29 | | Expenses recognized for defined benefit plan obligations | 17 | 23 | | **Total** | **929** | **928** | [Contingent Liabilities](index=21&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had a bank performance guarantee of HK$200 thousand to secure compliance with service operator license obligations, for which bank deposits are pledged, and directors consider the likelihood of claims to be remote - As of June 30, 2025, a **bank performance guarantee of HK$200,000** was issued to the Office of the Communications Authority to ensure the Group's proper fulfillment and compliance with its service operator license obligations[54](index=54&type=chunk)[73](index=73&type=chunk) - The Group has **pledged bank deposits** for the aforementioned performance guarantee, and the directors consider the likelihood of claims against the Group in this regard to be **remote**[54](index=54&type=chunk)[73](index=73&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's business performance in Hong Kong, China, and Singapore, outlining future development strategies to address macroeconomic challenges and market competition through cost control, market expansion, technological innovation (e.g., AI and eSIM), and cross-industry collaboration, accelerating strategic transformation from a traditional telecommunications service provider to a smart mobility solution provider, while noting significant declines in revenue and gross profit but a narrowed loss [Business Review and Outlook](index=22&type=section&id=Business%20Review%20and%20Outlook) The Group's telecommunications services and distribution businesses in Hong Kong, China, and Singapore face challenges with general revenue decline, but the Group is actively adjusting strategies, including strengthening cost control, expanding overseas markets, seeking new suppliers, suspending loss-making operations, and planning to enhance competitiveness through technological innovation (e.g., AI real-time translation, eSIM) and cross-industry collaboration to seize opportunities from tourism recovery [Business in Hong Kong](index=22&type=section&id=Business%20in%20Hong%20Kong) Hong Kong telecommunications service revenue decreased by 24.3%, though roaming services grew due to tourism recovery, while distribution business revenue significantly dropped by 78.2% amid global economic slowdown, Fed rate hikes, and supply chain challenges, prompting the Group to enhance cost control, seek distributors for overseas markets, and diversify mobile phone and electronic product offerings - Hong Kong telecommunications service revenue was approximately **HK$3,376,000**, a decrease of approximately **24.3%** compared to the same period last year[55](index=55&type=chunk) - Hong Kong distribution business revenue was approximately **HK$6,829,000**, a decrease of approximately **78.2%** compared to the same period last year[57](index=57&type=chunk) - The Group is negotiating with service providers to **reduce unit costs** for airtime and mobile data, and actively seeking **distributors to expand overseas markets**[56](index=56&type=chunk) [Business in Mainland China](index=23&type=section&id=Business%20in%20Mainland%20China) Mainland China's distribution business revenue decreased by 69.5% to HK$1.167 million, primarily due to reduced purchases of mobile phones and electronic products by customers, with GZDT continuing to expand its distribution business, seek stronger suppliers, and actively negotiate potential business collaborations with Chinese and overseas distributors - Mainland China distribution business revenue was approximately **HK$1,167,000**, a decrease of approximately **69.5%** compared to the same period last year[58](index=58&type=chunk) - GZDT will continue to expand its mobile phone and electronic product distribution business by leveraging relationships with telecommunications service/equipment agents/distributors and seeking **stronger suppliers**[58](index=58&type=chunk) [Business in Singapore](index=23&type=section&id=Business%20in%20Singapore) Singapore's mobile and data top-up distribution business revenue decreased by 59.7% to HK$11.813 million, mainly due to intensified market competition, phasing out of traditional top-up methods, and reduced procurement by e-commerce platform operators, leading management to suspend sales of mobile and data top-up e-vouchers from Q3 2025 and seek direct procurement from telecom operators to improve profit margins - Singapore mobile and data top-up distribution business revenue was approximately **HK$11,813,000**, a decrease of approximately **59.7%** compared to the same period last year[59](index=59&type=chunk) - From **Q3 2025**, management has decided to **suspend sales of mobile and data top-up e-vouchers** and actively seek to purchase e-vouchers directly from telecommunications operators to improve revenue and gross profit levels[60](index=60&type=chunk) [Outlook](index=24&type=section&id=Outlook) The Group anticipates continued growth in tourism demand in the coming years, planning to launch upgraded roaming solutions, integrating AI real-time translation and eSIM technology to deepen the "Travel Everywhere" concept, while closely monitoring market conditions, expanding into emerging markets, using AI for user behavior analysis, and exploring collaborations with the hospitality and airline industries to achieve sustainable growth and strategic transformation - The Group anticipates **continued growth in tourism demand** in the coming years and will launch upgraded roaming solutions, integrating **AI real-time translation** and **eSIM technology**[61](index=61&type=chunk) - The Group is accelerating the expansion of channels in **emerging markets** such as Southeast Asia and analyzing user behavior through **AI technology** to precisely design roaming packages[62](index=62&type=chunk) - The Group is exploring collaborations with the **hotel and airline industries** and has entered into equipment purchase agreements to replace some outdated core network equipment to enhance operational efficiency and service quality[62](index=62&type=chunk) - The Group is accelerating its strategic transformation, focusing on **Mobility as a Service (MaaS)**, integrating **eSIM technology with the insurance industry**, and utilizing **AI-driven dynamic pricing models** to transition from a traditional telecommunications service provider to a smart mobility solution provider[63](index=63&type=chunk) [Financial Review](index=24&type=section&id=Financial%20Review) For the six months ended June 30, 2025, the Group's revenue significantly decreased by 66.3% to HK$23.202 million, with cost of sales decreasing by 66.4%, and gross profit falling by 64.3% to HK$0.716 million, mainly due to lower gross profit margin in Hong Kong telecommunications services and reduced distribution business revenue, while administrative and other operating expenses decreased by 23.1%, finance costs by 85.2%, and income tax credit by 81.4%, ultimately reducing the loss attributable to equity holders by 19.9% to HK$4.193 million Key Financial Indicators Change (For the Six Months Ended June 30) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 23,202 | 68,889 | -66.3% | | Cost of Sales | 22,486 | 66,882 | -66.4% | | Gross Profit | 716 | 2,007 | -64.3% | | Other Income | 194 | 246 | -21.1% | | Other Income Net/(Losses Net) | 489 | (218) | Significant Improvement | | Administrative and Other Operating Expenses | 5,597 | 7,279 | -23.1% | | Finance Costs | 13 | 88 | -85.2% | | Income Tax Credit | 18 | 97 | -81.4% | | Loss Attributable to Equity Holders of the Company | 4,193 | 5,235 | -19.9% | - The decrease in **gross profit** is mainly due to a **lower gross profit margin** for telecommunications services in Hong Kong and **reduced revenue** from distribution businesses in China, Hong Kong, and Singapore[65](index=65&type=chunk) - The reduction in **loss** is primarily due to **decreased depreciation** and **no impairment loss on trade receivables** for the six months ended June 30, 2025[67](index=67&type=chunk) [Capital Structure](index=25&type=section&id=Capital%20Structure) The Group maintains a prudent financial policy, with no outstanding loans or borrowings as of June 30, 2025, rendering the gearing ratio inapplicable, and total equity of HK$30.622 million, a decrease from December 31, 2024, following a share allotment in December 2024 to offset shareholder loans - As of June 30, 2025, the Group had **no outstanding loans or borrowings**, thus the **gearing ratio is not applicable**[68](index=68&type=chunk) - As of June 30, 2025, the **total equity attributable to equity holders** of the Company was approximately **HK$30,622,000** (December 31, 2024: approximately HK$34,796,000)[68](index=68&type=chunk) - On **December 13, 2024**, the Company issued **60,000,000 capitalized shares** to offset shareholder loans of approximately **HK$12,000,000**[68](index=68&type=chunk) [Liquidity and Financial Resources](index=26&type=section&id=Liquidity%20and%20Financial%20Resources) The Group primarily relies on internally generated cash flows and shareholder contributions for working capital, with net current assets of HK$29.416 million and a current ratio of 5.9 as of June 30, 2025, both decreasing from December 31, 2024 - The Group typically relies on **internally generated cash flows** and **shareholder contributions** for its working capital[70](index=70&type=chunk) Liquidity Indicators (As of June 30) | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Net current assets | 29,416 | 33,607 | | Cash and cash equivalents | 22,972 | 26,571 | | Current ratio | 5.9 | 6.2 | [Foreign Exchange Risk](index=26&type=section&id=Foreign%20Exchange%20Risk) The Group is exposed to currency risk primarily from receivables, payables, and cash balances denominated in foreign currencies, mainly USD, but considers the risk of exchange rate fluctuations between HKD and USD to be minimal due to the peg, and does not use derivative instruments for hedging - The Group is primarily exposed to **currency risk** from trading transactions generating receivables, payables, and cash balances denominated in foreign currencies (i.e., non-functional currencies involved in transaction-related businesses), mainly **USD**[71](index=71&type=chunk) - Due to the **HKD peg to the USD**, the Group considers the risk of exchange rate fluctuations between HKD and USD to be **minimal**, and thus faces no significant currency risk[71](index=71&type=chunk) - As of June 30, 2025, the Group had **no derivative instruments** used to hedge foreign exchange risk[71](index=71&type=chunk) [Pledge of Assets](index=26&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, the Group had HK$236 thousand in pledged bank deposits serving as collateral for a bank performance guarantee issued to its subsidiary - As of June 30, 2025, bank deposits of **HK$236,000** were pledged for a **bank performance guarantee** issued to a subsidiary of the Group (December 31, 2024: HK$234,000)[72](index=72&type=chunk) [Material Acquisitions, Disposals or Significant Investments](index=26&type=section&id=Material%20Acquisitions%2C%20Disposals%20or%20Significant%20Investments) The Group did not undertake any material acquisitions, disposals, or significant investments involving its subsidiaries or associated companies during the review period - The Group did not undertake any **material acquisitions, disposals, or significant investments** involving its subsidiaries or associated companies during the review period[74](index=74&type=chunk) [Employees and Remuneration Policy](index=27&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had 18 employees across Hong Kong, Mainland China, and Singapore, with remuneration policies based on market terms and individual performance, including year-end bonuses and various employee benefits - As of June 30, 2025, the Group had **18 employees** (December 31, 2024: 18 employees), with **8 in Hong Kong, 9 in Mainland China, and 1 in Singapore**[77](index=77&type=chunk) - Remuneration is determined with reference to **market terms** and individual employee's performance, qualifications, and experience, offering benefits such as **year-end bonuses, medical insurance, share option schemes, housing allowances, and social insurance**[77](index=77&type=chunk) [Other Information](index=27&type=section&id=Other%20Information) This section discloses equity interests of directors and substantial shareholders, confirms directors' rights to acquire shares, details the share option scheme, corporate governance practices, directors' securities transaction code of conduct, share trading activities, competing interests, and the Audit Committee's operations [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures](index=27&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures) As of June 30, 2025, Mr. Li Kin Shing held approximately 69.22% of the Company's share interests (including controlled corporation interests and beneficial owner interests), while Mr. Pang Kwok Chau and Mr. Wong Kin Wah each held 0.61% beneficial owner interests, and Mr. Li Kin Shing is also deemed to own the entire interest in New Everich Directors' Long Positions in the Company's Shares (As of June 30, 2025) | Director's Name | Nature of Interest/Capacity | Number of Ordinary Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Li Kin Shing | Interest in controlled corporation | 104,437,500 | 42.65% | | Mr. Li Kin Shing | Beneficial owner | 65,062,500 | 26.57% | | Mr. Pang Kwok Chau | Beneficial owner | 1,500,000 | 0.61% | | Mr. Wong Kin Wah | Beneficial owner | 1,500,000 | 0.61% | - Mr. Li Kin Shing is deemed to own the **entire interest in New Everich**, which holds **42.65%** of the Company's shares[79](index=79&type=chunk)[80](index=80&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares](index=28&type=section&id=Substantial%20Shareholders%27%20and%20Other%20Persons%27%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, New Everich held 42.65% of the Company's shares, Ms. Kwok King Wah is deemed to own interests in New Everich and Mr. Li Kin Shing's beneficially owned shares due to spousal relationship, and Golden Brand Holdings Limited and its wholly-owned beneficial owner Mr. Bai Zhifeng held 6.74% of the shares Substantial Shareholders' Long Positions in the Company's Shares (As of June 30, 2025) | Name/Entity | Nature of Interest/Capacity | Number of Ordinary Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | New Everich | Beneficial owner | 104,437,500 | 42.65% | | Ms. Kwok King Wah | Interest in controlled corporation | 104,437,500 | 42.65% | | Ms. Kwok King Wah | Spouse interest | 65,062,500 | 26.57% | | Golden Brand Holdings Limited | Beneficial owner | 16,500,000 | 6.74% | | Mr. Bai Zhifeng | Interest in controlled corporation | 16,500,000 | 6.74% | - Ms. Kwok King Wah, as the spouse of Mr. Li Kin Shing, is deemed under the Securities and Futures Ordinance to have an interest in the shares held by Mr. Li Kin Shing[79](index=79&type=chunk)[88](index=88&type=chunk) [Rights to Acquire Shares or Debentures by Directors](index=29&type=section&id=Rights%20to%20Acquire%20Shares%20or%20Debentures%20by%20Directors) During the review period, no directors or their spouses/minor children were granted or exercised any rights to acquire shares or debentures of the Company or any other body corporate - During the review period, **no directors or their respective spouses or children under 18 years of age** were granted or exercised any rights to acquire benefits through the acquisition of shares or debentures of the Company or any other body corporate[83](index=83&type=chunk) [Share Option Scheme](index=29&type=section&id=Share%20Option%20Scheme) The Company adopted a share option scheme on May 11, 2016, and for the six months ended June 30, 2025, no share options were granted or cancelled, and none remained outstanding at period-end - The Company adopted a **share option scheme** at the annual general meeting held on **May 11, 2016**[84](index=84&type=chunk) - For the six months ended June 30, 2025, **no share options** were granted or cancelled under the share option scheme, and **no outstanding share options** existed at the end of the period[84](index=84&type=chunk) [Corporate Governance Code](index=29&type=section&id=Corporate%20Governance%20Code) The Company is committed to maintaining high standards of corporate governance and confirms compliance with the Corporate Governance Code provisions set out in Appendix C1 of the GEM Listing Rules for the six months ended June 30, 2025 - The Company is committed to maintaining a **high level of corporate governance** to protect the interests of its shareholders[86](index=86&type=chunk) - For the six months ended June 30, 2025, the Company has complied with the **code provisions of the Corporate Governance Code** set out in Appendix C1 to the applicable GEM Listing Rules[86](index=86&type=chunk) [Code of Conduct for Securities Transactions by Directors](index=29&type=section&id=Code%20of%20Conduct%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules as its code of conduct for directors' securities transactions and confirms that directors have complied with this code - The Company has adopted the **required standard of dealings** set out in Rules 5.48 to 5.67 of the GEM Listing Rules as its code of conduct for directors' securities transactions in the Company's securities[87](index=87&type=chunk) - Following specific enquiries with all directors, the directors have confirmed that they have **complied with the required standard of dealings** set out in the adopted code of conduct for securities transactions by directors[87](index=87&type=chunk) [Purchase, Sale or Redemption of the Company's Shares](index=30&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Shares) 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 shares - 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 shares[89](index=89&type=chunk) [Competing Interests](index=30&type=section&id=Competing%20Interests) Potential competition exists in RF-SIM intellectual property licensing between the Group and Direct Telecommunications Limited and Shenghua Telecommunications Limited, controlled by Mr. Li Kin Shing and his spouse Ms. Kwok King Wah; however, a non-competition undertaking deed ensures the Group's RF-SIM business in Hong Kong and Macau remains unaffected - **Direct Telecommunications Limited** (50% owned by Mr. Li Kin Shing and 50% by Ms. Kwok King Wah) is the franchisee of RF-SIM outside China (including Hong Kong and Macau), potentially competing with the Group[90](index=90&type=chunk) - **Shenghua Telecommunications Limited** (wholly-owned by Mr. Li Kin Shing) primarily engages in RF-SIM product R&D, production, sales, and licensing of RF-SIM operating rights outside Hong Kong and Macau[91](index=91&type=chunk) - Mr. Li Kin Shing, Ms. Kwok King Wah, and Direct Telecommunications Limited have executed a **non-competition undertaking deed**, pledging not to directly or indirectly engage in any business competing with the Group's RF-SIM business in Hong Kong and Macau[92](index=92&type=chunk) [Audit Committee](index=31&type=section&id=Audit%20Committee) The Company's Audit Committee, composed of three independent non-executive directors, reviews financial reports and oversees risk management and internal control systems, having reviewed the unaudited results for the six months ended June 30, 2025, and deemed them compliant with applicable accounting standards and adequately disclosed - The Audit Committee was established on **May 20, 2010**, comprising **three independent non-executive directors**, with Ms. Li Man Yee as chairperson[93](index=93&type=chunk) - The Audit Committee's primary responsibilities include reviewing the Company's annual and consolidated financial statements, interim and quarterly reports, and overseeing management's design, implementation, and monitoring of financial reporting, risk management, and internal control systems[93](index=93&type=chunk) - The Audit Committee has reviewed the Group's **unaudited results** for the six months ended June 30, 2025, and considers them to be in compliance with applicable accounting standards and to have made **adequate disclosures**[93](index=93&type=chunk) [By Order of the Board](index=31&type=section&id=By%20Order%20of%20the%20Board) This announcement was published by Executive Director Mr. Pang Kwok Chau on August 29, 2025, by order of the Board, and lists the Board members - This announcement was published by **Mr. Pang Kwok Chau, Executive Director**, by order of the Board on **August 29, 2025**[94](index=94&type=chunk) - The Board members include Executive Director Mr. Pang Kwok Chau; Non-executive Directors Mr. Li Kin Shing and Mr. Wong Kin Wah; and Independent Non-executive Directors Ms. Li Man Yee, Mr. Chan Hok To, and Mr. Lau Hak Kwan[94](index=94&type=chunk)

Group 1 - The company, Zhichong Telecommunications (08337.HK), announced a purchase agreement for telecommunications equipment and services, with a total consideration of approximately HKD 5.89 million [1] - The agreement is set to be executed on August 26, 2025, indicating a strategic move to enhance the company's telecommunications business segment [1] - The buyer is an indirect wholly-owned subsidiary of the company, reflecting a focused investment in its core operations [1]

Core Viewpoint - The company has entered into a purchase agreement for telecommunications equipment valued at approximately HKD 5.89 million, aimed at enhancing its telecommunications operations and competitiveness in the industry [1] Group 1: Equipment Purchase Agreement - The buyer, 中港通电讯有限公司, has agreed to purchase telecommunications equipment and services from 恒意国际有限公司 [1] - The total consideration for the equipment and services is approximately HKD 5.89 million [1] - The equipment includes GSP, HSS, GTP routers, and PGW, along with configuration, adaptation, connection to existing systems, training, and technical support for a specified period [1] Group 2: Operational Efficiency and Network Upgrade - The agreement allows for the replacement of outdated core network equipment to meet the growing demands for new product functionalities and capacities [1] - The upgraded equipment and services are expected to enhance the operational efficiency, reliability, and scalability of the company's mobile communications network [1] - The improvements will ensure better integration with the existing network and enhance overall service quality, aligning with the company's long-term business development goals [1]

Core Viewpoint - The company, Zhitong Telecommunications, has entered into an equipment purchase agreement to enhance its telecommunications operations, investing approximately HKD 5.89 million to upgrade its core network equipment and services [1] Group 1: Equipment Purchase Agreement - The buyer, Zhonggang Tong Telecommunications Limited, a wholly-owned subsidiary, has agreed to purchase telecommunications equipment and services from the seller, Hengyi International Limited [1] - The total consideration for the agreement is approximately HKD 5.89 million [1] Group 2: Equipment and Services Details - The telecommunications equipment and services include General Signal Platform (GSP), Home Subscriber Server (HSS), GTP routers, and PDN Gateway (PGW) [1] - The agreement also covers configuration, adaptation, connection to existing systems, training, and technical support for a specified period [1] Group 3: Operational Impact - The equipment purchase will replace outdated core network equipment to meet the growing demands for new product functionalities and capacities [1] - The upgraded equipment and services are expected to enhance the operational efficiency, reliability, and scalability of the company's mobile communications network [1] - The improvements will ensure better integration with existing networks and enhance overall service quality, aligning with the company's long-term business development and competitiveness in the telecommunications industry [1]

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 分 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。 須予披露交易 購買設備 於 二 零 二 五 年 八 月 二 十 六 日（交 易 時 段 後），買 方（本 公 司 間 接 全 資 附 屬 公 司） 與 賣 方 訂 立 設 備 購 買 協 議，據 此，買 方 同 意 購 買，而 賣 方 同 意 出 售 電 訊 設 備 及 服 務，總 代 價 約 為5.89百 萬 港 元，以 經 營 本 集 團 於 電 訊 業 務 分 部 的 主 要 業 務。 GEM上市規則的涵義 由 於 購 買 事 項 相 關 的 一 項 或 多 項 適 用 百 分 比 率（定 義 見GEM上 市 規 則）超 過 5%但均低於25%，因 此 購 買 事 項 構 成 本 公 司 的 須 予 披 露 交 易，並 須 遵 守GEM 上市規則第19章 項 下 的 申 報 及 ...

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司（「聯交所」）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分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。 董事會會議通告 茲 通 告 直 通 電 訊 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）謹 定 於 二 零 二 五 年 八 月 二 十 九 日（星 期 五）上 午 十 時 三 十 分 於 香 港 干 諾 道 西188號香港商 業中心37樓1、2、14及15室 舉 行 董 事 會 會 議，藉 以 處 理 下 列 事 項： 承董事會命 直通電訊控股有限公司 執行董事 彭國洲 香 港，二 零 二 五 年 八 月 十 四 日 於 本 公 告 日 期，執 行 董 事 為 彭 國 洲 先 生；非 執 行 董 事 為 李 健 誠 先 生 及 黃 建 華 先 生；而 獨 立 非 執 行 董 事 則 為 陳 學 道 先 生、李 敏 怡 女 士 及 劉 克 鈞 先 ...

I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08337 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 500,000,000 | HKD | | 0.2 HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 500,000,000 | HKD | | 0.2 HKD | | 100,000,000 | FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 直通電訊控股有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年8月4日 本月底法定 ...

Financial Performance - The company recorded revenue of approximately HKD 137,424,000 for the year ended December 31, 2024, a decrease of about 8.7% compared to the previous year[7]. - The loss attributable to equity shareholders for the year was approximately HKD 8,103,000, a reduction of about 18.4% from the previous year's loss of HKD 9,935,000[7]. - Revenue from telecommunications services increased significantly by approximately 47.3% to about HKD 10,852,000, compared to HKD 7,365,000 in the previous year[8]. - The distribution business revenue decreased by approximately 11.6% to about HKD 126,572,000, down from HKD 143,190,000 in the previous year[8]. - The group's revenue for the year ended December 31, 2024, was approximately HKD 137,424,000, a decrease of about 8.7% compared to HKD 150,555,000 in the previous year[21]. - The distribution business in Hong Kong generated revenue of approximately HKD 65,416,000, down about 27.3% from HKD 89,948,000 year-on-year[15]. - The distribution revenue from the group's subsidiary in China was approximately HKD 7,678,000, a decrease of about 19.6% from HKD 9,546,000 in the previous year[16]. - Revenue from mobile and data recharge distribution in Singapore increased by approximately 22.4% to about HKD 53,478,000, up from HKD 43,696,000 year-on-year[17]. - The group's gross profit for the year ended December 31, 2024, increased by approximately 21.8% to about HKD 5,161,000, compared to HKD 4,238,000 in the previous year[24]. Strategic Initiatives - The company anticipates significant growth in roaming products due to the recovery of global travel and an increase in visitor numbers to Hong Kong, with mainland and non-mainland travelers growing by 27% and 44% respectively[9]. - The company plans to launch an upgraded solution integrating AI real-time translation and eSIM technology to enhance user experience and strengthen competitive advantage[9]. - The company is exploring partnerships with the travel, hotel, airline, and insurance industries to utilize AI for precise design of roaming packages[9]. - The company is accelerating its strategic transformation towards Mobility as a Service (MaaS), integrating eSIM technology and dynamic pricing to enhance efficiency[10]. - The group plans to launch upgraded roaming plans integrating AI real-time translation and eSIM technology to enhance traveler experience[18]. - The group is exploring partnerships with hotels and airlines to capture incremental demand amid market challenges[19]. - The group aims to transform into a smart travel solution provider by integrating eSIM technology with insurance services[20]. Cost Management - The sales cost for the year ended December 31, 2024, was approximately HKD 132,263,000, a decrease of about 9.6% from HKD 146,317,000 in the previous year[23]. - The group is actively negotiating with service providers to lower unit costs for call time and mobile data, aiming to enhance competitiveness[13]. - Administrative and other operating expenses were approximately HKD 13,378,000 for the year ended December 31, 2024, a decrease of about 9.2% from HKD 14,729,000 in the previous year, mainly due to reduced auditor fees and depreciation[27]. Financial Position - The group's current assets net value was approximately HKD 33,607,000 as of December 31, 2024, compared to HKD 29,945,000 as of December 31, 2023, with cash and cash equivalents of approximately HKD 26,571,000[33]. - The group had no outstanding loans or borrowings as of December 31, 2024, and the total equity attributable to equity holders was approximately HKD 34,796,000, up from HKD 31,374,000 the previous year[32]. - Other income for the year ended December 31, 2024, was approximately HKD 569,000, an increase of about 152.9% compared to HKD 225,000 in the same period last year, primarily due to increased interest income[25]. - The group recorded a net other loss of approximately HKD 293,000 for the year ended December 31, 2024, compared to a net other income of approximately HKD 164,000 for the year ended December 31, 2023, mainly due to foreign exchange losses from currency fluctuations[26]. Risk Management - The group is exposed to various financial risks, including credit risk, interest rate risk, and foreign exchange risk[55]. - The group emphasizes the importance of information technology systems for operational stability and data security[52]. - The group recognizes the potential negative impact of global economic slowdowns on service demand[56]. - The group relies on skilled management and staff, with potential risks associated with employee turnover[57]. - The group has established long-term relationships with service providers to mitigate service disruptions[51]. Corporate Governance - The company has complied with the GEM Listing Rules and maintained high standards of corporate governance as of December 31, 2024[116]. - The board consists of one executive director, two non-executive directors, and three independent non-executive directors[119]. - The board held five meetings during the fiscal year ending December 31, 2024, with all directors attending all meetings[125]. - The company has established a compensation committee to review the compensation policy and structure for all directors and senior management based on operational performance and market practices[89]. - The company has adopted a whistleblowing policy to promote compliance and ethical conduct within the group, with no significant fraud or misconduct affecting financial statements reported as of December 31, 2024[162]. - The company has implemented an anti-corruption policy as part of its corporate governance framework, ensuring adherence to applicable anti-corruption laws and regulations[162]. - The board is responsible for overseeing the overall strategy and development of the company, including major acquisitions and financial performance[118]. Shareholder Relations - The company emphasizes transparency and timely disclosure of information to strengthen investor relations[164]. - The board is committed to reviewing and updating governance policies regularly to align with legal requirements and industry best practices[162]. - Shareholders can request a special general meeting if they hold at least 10% of the voting shares, ensuring their rights are upheld[170]. - Shareholders are encouraged to submit inquiries to the board and can do so through the company's main office in Hong Kong[171]. - The board members attended 100% of the annual general meeting and special general meeting held on June 6, 2024, and December 3, 2024, respectively, demonstrating commitment to shareholder engagement[168]. Audit and Compliance - The independent auditor's report confirms that the consolidated financial statements reflect the group's financial position accurately as of December 31, 2024[182]. - Key audit matters include revenue recognition, which is critical as it is a key performance indicator for the group[188]. - The audit committee oversees the design, implementation, and monitoring of risk management and internal control systems[160]. - The auditor communicates significant audit findings, including any major deficiencies in internal controls, to the audit committee[200]. - The company must disclose any matters related to its ability to continue as a going concern in the financial statements[195].

Financial Performance - For the year ended December 31, 2024, the company's revenue was approximately HKD 137,424,000, a decrease of about 8.7% compared to 2023[6] - The loss attributable to shareholders for the year ended December 31, 2024, was approximately HKD 8,103,000, a reduction of about 18.4% from 2023[6] - Basic and diluted loss per share for the year ended December 31, 2024, was HKD 0.0431, compared to HKD 0.0537 for the year ended December 31, 2023[6] - Total comprehensive loss for the year ended December 31, 2024, was HKD 8,346,000, compared to HKD 9,601,000 in 2023[9] - The company reported a net loss of HKD 8,103,000 for 2024, an improvement from a net loss of HKD 9,935,000 in 2023, indicating a positive trend[47] - The group recorded a loss attributable to equity shareholders of approximately HKD 8,103,000, a decrease of about 18.4% from HKD 9,935,000 in the previous year[94] Revenue Breakdown - Revenue from telecommunications services increased to HKD 10,852,000 in 2024, up 47.5% from HKD 7,365,000 in 2023[25] - Distribution business revenue decreased to HKD 126,572,000 in 2024, down 11.6% from HKD 143,190,000 in 2023[25] - Revenue from telecommunications services for the year ended December 31, 2024, was approximately HKD 10,812,000, an increase of about 47.7% compared to HKD 7,318,000 in the previous year[75] - Distribution business in Hong Kong generated revenue of approximately HKD 65,416,000, a decrease of about 27.3% from HKD 89,948,000 in the previous year[77] - Revenue from the distribution business in China was approximately HKD 7,678,000, a decrease of about 19.6% from HKD 9,546,000 in the previous year[79] - Revenue from telecommunications services and distribution business was approximately HKD 10,852,000 and HKD 126,572,000, accounting for 7.9% and 92.1% of total revenue respectively[85] Assets and Liabilities - The company's total assets less current liabilities as of December 31, 2024, amounted to HKD 35,241,000, an increase from HKD 32,030,000 in 2023[11] - The company's net assets as of December 31, 2024, were HKD 34,796,000, compared to HKD 31,374,000 in 2023[11] - Cash and cash equivalents increased significantly to HKD 26,571,000 in 2024 from HKD 14,594,000 in 2023, marking an increase of approximately 82%[65] - Trade receivables from third parties decreased to HKD 30,919,000 in 2024 from HKD 36,071,000 in 2023, representing a decrease of about 14.5%[62] - Trade payables as of December 31, 2024, amounted to HKD 3,527,000, an increase from HKD 3,290,000 in the previous year[68] - Contract liabilities at the end of the reporting period were HKD 45,000, up from HKD 9,000 in the previous year[70] Cost and Expenses - The total cost of goods sold for 2024 was HKD 125,406,000, a decrease from HKD 141,608,000 in 2023, reflecting a reduction of 11.4%[40] - Employee costs decreased to HKD 4,416,000 in 2024 from HKD 4,552,000 in 2023, a reduction of 3%[39] - Administrative and other operating expenses decreased by approximately 9.2% to about HKD 13,378,000, mainly due to reduced auditor fees and depreciation[91] - Financial costs increased approximately 3.1 times to about HKD 208,000, primarily due to interest on shareholder loans[92] Dividends - The company did not recommend the payment of a final dividend for the year ended December 31, 2024[5] - The company did not declare a final dividend for the year ending December 31, 2024, consistent with the previous year[46] - The board did not recommend the payment of a final dividend for the year ended December 31, 2024, and no dividend was paid for the year ended December 31, 2023[105] Business Operations - The company operates two business segments: telecommunications services and distribution business, with no segments merged into reportable segments[29] - The company is actively negotiating with service providers to reduce unit costs of call time and mobile data, aiming to lower prices for prepaid products[76] - The company plans to expand its distribution network to overseas markets to attract overseas users traveling abroad[76] - The company has strengthened cost control measures and is vigilant in responding to various special circumstances[76] - The company continues to explore different suppliers to increase the variety of mobile phones and electronic products offered[77] - The company anticipates that several factories or businesses may need to transform due to challenges faced, impacting the distribution business in Hong Kong[77] Compliance and Governance - The company has complied with the GEM Listing Rules and corporate governance code for the fiscal year ending December 31, 2024[131] - The audit committee reviewed the interim results and confirmed the effectiveness of the risk management and internal control systems for the year ending December 31, 2024[136] - The annual performance announcement and report will be published on the Hong Kong Stock Exchange and the company's website, containing all required information as per GEM Listing Rules[137] Stock Options and Competition - The stock option plan allows for a maximum issuance of 15,562,500 shares, representing approximately 6.36% of the company's issued shares as of the report date[121] - The stock option plan aims to incentivize qualified participants to enhance their performance for the benefit of the group[119] - The maximum number of shares that can be issued to each participant under the stock option plan is capped at 1% of the company's issued shares within any twelve-month period[122] - The company is at risk of competition from Direct Telecom Limited, which holds RF-SIM licensing rights outside of China, Hong Kong, and Macau[115] - The company has a non-compete agreement with key stakeholders to mitigate competition risks in the RF-SIM business[117]