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9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 維亮控股有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年10月6日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08612 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 800,000,000 | HKD | | 0.1 HKD | | 80,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | | | 本月底結存 | | | 800,000,000 | HKD | | 0.1 HKD | | 80,000,000 | 本月底法定/註冊股本 ...

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。 本 公 告 僅 供 參 考，並 不 構 成 售 賣、出 售、收 購、購 買 或 認 購 本 公 司 任 何 證 券 的 邀 請 或 要 約。 World Super Holdings Limited 維亮控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8612） 有關二零二四年報之補充公告 謹 此 提 述 維 亮 控 股 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）截 至 二 零 二 四 年 十 二 月 三 十 一 日 止 年 度 之 年 報（「二零二四年報」）。除 文 義 另 有 所 指 外，於 本 公 告 所 採 用 之 詞 彙 與 二 零 二 四 年 報 所 界 定 者 具 有 相 同 涵 義。 本 公 司 董 事（「董 事」）會（「董事 ...

FF301 致：香港交易及結算所有限公司 公司名稱: 維亮控股有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年9月10日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08612 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 800,000,000 | HKD | | 0.1 HKD | | 80,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | | | 本月底結存 | | | 800,000,000 | HKD | | 0.1 HKD | | 80,000,000 | 本月底法定/註冊股本總額： HKD 80,000,000 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: ...

维亮控股(08612)公布2025年中期业绩，收入约1149.84万港元，同比增长54%;净亏损约1265.49万港元， 同比减少0.64%;每股亏损12.21港仙。 ...

Company Information [Board of Directors and Committees](index=4&type=section&id=Board%20of%20Directors%20and%20Committees) This section lists the executive and independent non-executive directors, compliance officer, authorized representatives, and company secretary, detailing the composition and chairpersons of the Audit, Remuneration, and Nomination Committees, noting changes during the reporting period - Several executive and independent non-executive directors, including Su Binggen, Liu Desheng, Lin Dongsheng, Miao Yingjuan, Ma Jianling, Chen Jie, and Luo Jianhui, retired on **June 30, 2025**[6](index=6&type=chunk) - Ms Chan Li Li was appointed as a member of the Audit Committee and Remuneration Committee, and as a member of the Nomination Committee on **July 7, 2025**[6](index=6&type=chunk)[7](index=7&type=chunk) - Mr Jim Tak Lee serves as the Compliance Officer, Authorized Representative, and Chairman of the Audit and Remuneration Committees[6](index=6&type=chunk) [Company Contact and Registration Information](index=4&type=section&id=Company%20Contact%20and%20Registration%20Information) This section provides key contact and registration details including the company's headquarters, principal place of business, legal advisors, auditors, principal bankers, registered office, company website, share registrar, and Hong Kong share registrar - The company's headquarters and principal place of business are located at Unit 3403, 34th Floor, AIA Tower, 183 Electric Road, North Point, Hong Kong[7](index=7&type=chunk) - The company website is **www.worldsuperhk.com**, and the stock code is **8612**[8](index=8&type=chunk) Chairman's Statement [Business Outlook and Strategic Transformation](index=6&type=section&id=Business%20Outlook%20and%20Strategic%20Transformation) The Group will continue to focus on machinery leasing and construction services as key growth drivers and sustainable revenue sources, transforming into an integrated construction service provider to expand service scope and diversify income - The Group will focus on developing machinery leasing and construction services, expecting them to be primary growth drivers[10](index=10&type=chunk) - The Group is transforming into an integrated construction service provider to offer a wider range of services and diversify revenue streams[10](index=10&type=chunk) Financial Highlights [Interim Key Financial Data](index=7&type=section&id=Interim%20Key%20Financial%20Data) For the six months ended June 30, 2025, the Group's revenue increased by **54%** to **HK$11,498,365**, gross profit also rose by **54%**, while loss for the period slightly narrowed by **1%** to **HK$12,654,882**, or **23%** excluding losses from disposal of machinery and subsidiaries Interim Key Financial Data for the Six Months Ended June 30 | Indicator | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 11,498,365 | 7,453,571 | 54% | | Gross Profit | 1,089,521 | 710,615 | 54% | | Loss for the Period | (12,654,882) | (12,735,955) | (1)% | | Loss for the Period (excluding gain or loss on disposal of machinery and equipment and loss on disposal of subsidiaries) | (9,830,692) | (12,733,960) | (23)% | Management Discussion and Analysis [Business Review and Prospects](index=8&type=section&id=Business%20Review%20and%20Prospects) The Group's core businesses include machinery leasing, trading, transportation, construction, money lending, and car rental, with significant growth in leasing and car rental, while trading and lending saw declines; future strategy focuses on strengthening integrated business, digitalization, and risk management [Business Review](index=8&type=section&id=Business%20Review) The Group's diversified operations include machinery leasing, trading, transportation, construction, money lending, and car rental, with strong performance in machinery leasing and car rental, growing by **95%** and **650%** respectively, while trading and lending faced reduced demand - The Group's main businesses include leasing services for crawler cranes, piling machines, reverse circulation drilling rigs, and hydraulic trench cutters, as well as trading of related machinery[14](index=14&type=chunk) Revenue Changes by Business Segment | Business Type | H1 2025 Revenue (HK$) | H1 2024 Revenue (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Machinery Leasing | 4,300,000 | 2,200,000 | 95% | | Trading of Machinery, Tools & Parts | 200,000 | 400,000 | (50)% | | Transportation Services | 60,000 | 0 | N/A | | Foundation Works | 5,400,000 | 4,200,000 | 29% | | Interest Income from Money Lending | 224,000 | 522,000 | (57)% | | Car Rental | 1,500,000 | 200,000 | 650% | - The money lending business obtained a money lender's license in **September 2020**, with annual interest rates ranging from **15% to 18%**, secured by personal guarantees[21](index=21&type=chunk)[22](index=22&type=chunk) - Car rental business revenue accounted for approximately **13%** of total revenue (2024: **3%**), with a fleet utilization rate of **73%**[25](index=25&type=chunk) [Prospects](index=10&type=section&id=Prospects) The Group plans to strengthen its integrated business model, particularly leasing and construction services, by upgrading equipment, streamlining operations, and capitalizing on infrastructure opportunities, while enhancing digitalization, risk management, and service networks for sustainable value creation - The Group will continue to focus on strengthening its integrated business model, which includes machinery leasing, construction services, money lending, and car rental services[26](index=26&type=chunk) - The leasing business is expected to benefit from equipment upgrades and streamlining of branch operations to improve utilization and cost control[26](index=26&type=chunk) - The construction segment will capitalize on opportunities arising from infrastructure recovery in Hong Kong and neighboring regions, actively monitoring the regulatory environment[26](index=26&type=chunk) - The Group will deepen digitalization efforts, strengthen risk management processes, and expand its service alliance network to address industry competition[26](index=26&type=chunk) [Financial Overview](index=11&type=section&id=Financial%20Overview) For the six months ended June 30, 2025, the Group's revenue increased by **53.3%** year-on-year, driven by machinery leasing, with sales and service costs rising proportionally, administrative expenses decreasing due to lower staff costs, and net loss for the period slightly increasing due to loss on disposal of subsidiaries - Revenue increased by approximately **53.3%** from approximately **HK$7.5 million** in the same period of 2024 to approximately **HK$11.5 million** in 2025, primarily due to increased machinery leasing revenue[27](index=27&type=chunk) - Cost of sales and services increased to approximately **HK$10.4 million** (2024: approximately **HK$6.7 million**), consistent with the increase in revenue[28](index=28&type=chunk) - Net other income/(expenses) expanded from a loss of approximately **HK$1.4 million** in the same period of 2024 to a loss of approximately **HK$1.8 million** in 2025, mainly due to loss on disposal of a subsidiary[29](index=29&type=chunk) - Administrative expenses decreased to approximately **HK$8.2 million** (2024: approximately **HK$11.3 million**), primarily due to reduced staff costs and other administrative expenses[30](index=30&type=chunk) - Net loss for the period increased from approximately **HK$12.7 million** in the same period of 2024 to approximately **HK$10.0 million** in 2025[33](index=33&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=12&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) The Group primarily funds its operations through shareholder contributions, bank borrowings, and internal cash flow; as of June 30, 2025, bank balances and cash decreased to approximately **HK$1.9 million**, interest-bearing loans increased to approximately **HK$10.3 million**, and the gearing ratio was approximately **12.6%** - The Group's primary sources of liquidity are shareholder contributions, bank borrowings, internal cash flows, and proceeds from share placements[34](index=34&type=chunk) Liquidity Position | Indicator | June 30, 2025 (HK$) | December 31, 2024 (HK$) | Change | | :--- | :--- | :--- | :--- | | Bank Balances and Cash | 1,900,000 | 3,800,000 | Decrease | | Pledged Bank Deposits | 0 | 0 | No Change | | Interest-bearing Loans | 10,300,000 | 2,800,000 | Increase | | Gearing Ratio | 12.6% | 17.9% | Decrease | - The decrease in bank balances and cash was primarily due to loan repayments and operating cash outflows[34](index=34&type=chunk) [Significant Investments Held](index=12&type=section&id=Significant%20Investments%20Held) As of June 30, 2025, the Group did not hold any significant investments - The Group did not hold any significant investments for the six months ended **June 30, 2025**[36](index=36&type=chunk) [Pledged Assets](index=12&type=section&id=Pledged%20Assets) As of June 30, 2025, approximately **HK$7.7 million** of the Group's machinery and equipment were pledged for finance leases and bank borrowings, a decrease from **HK$12.2 million** on December 31, 2024, with no pledged bank deposits Pledged Asset Status | Asset Type | June 30, 2025 (HK$) | December 31, 2024 (HK$) | | :--- | :--- | :--- | | Machinery and Equipment (Gross Book Value) | 7,700,000 | 12,200,000 | | Pledged Bank Deposits | 0 | 0 | - Machinery and equipment are pledged for finance leases and bank borrowings[37](index=37&type=chunk) [Risk Management](index=12&type=section&id=Risk%20Management) The Group primarily faces operational, credit, and market risks, managed through the Operations Director for operational risks, regular follow-ups and aging analysis for credit risks, and board monitoring for market risks; foreign exchange risk is considered immaterial due to HKD-denominated transactions - The Group primarily faces operational risk, credit risk, and market risk[38](index=38&type=chunk) - Operational risk is supervised by the Operations Director, with a whistle-blowing program in place to prevent fraud and bribery[39](index=39&type=chunk)[40](index=40&type=chunk) - Credit risk is managed through regular follow-up on trade receivables, aging analysis, and assessment of bad debt provisions[41](index=41&type=chunk) - Market risk is monitored by the Board, with policies formulated to mitigate impacts from changes in the macroeconomic environment[42](index=42&type=chunk) - As most operating transactions are denominated in HKD, the Group's foreign exchange risk is considered immaterial, and no derivative instruments were used for hedging during the period[43](index=43&type=chunk) [Capital Commitments](index=13&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no significant capital commitments - The Group had no significant capital commitments as of **June 30, 2025**[44](index=44&type=chunk) [Future Plans for Material Investments and Capital Assets](index=13&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) As of June 30, 2025, the Group had no other material investment or capital asset acquisition plans - The Group had no other material investment and capital asset acquisition plans as of **June 30, 2025**[45](index=45&type=chunk) [Material Acquisitions and Disposals](index=14&type=section&id=Material%20Acquisitions%20and%20Disposals) For the six months ended June 30, 2024, the Group had no material acquisitions or disposals of subsidiaries and associated companies - For the six months ended **June 30, 2024**, the Group had no material acquisitions or disposals of subsidiaries and associated companies[46](index=46&type=chunk) [Employees and Remuneration Policy](index=14&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group employed **15** full-time and **2** part-time employees, with total staff costs of approximately **HK$6.0 million**, an increase from the prior year, and remuneration is determined by qualifications, responsibilities, contributions, and experience Employee and Remuneration Data | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 15 | 13 | | Number of Part-time Employees | 2 | 2 | | Total Staff Costs (HK$) | 6,000,000 | 5,500,000 | - Employee remuneration is determined based on factors such as qualifications, responsibilities, contributions, and experience[47](index=47&type=chunk) [Use of Proceeds](index=14&type=section&id=Use%20of%20Proceeds) On October 4, 2024, the Company entered into a placing agreement with Guochuang Securities Limited to place up to **172,800,000** shares at **HK$0.01764** per share, with the net proceeds fully utilized as general working capital upon completion on November 25, 2024 - The Company entered into a placing agreement with Guochuang Securities Limited on **October 4, 2024**, to place up to **172,800,000** shares[49](index=49&type=chunk) - The placing price was **HK$0.01764** per share, representing a discount of approximately **16%** to the then closing price[49](index=49&type=chunk)[50](index=50&type=chunk) - The placing was completed on **November 25, 2024**, and the net proceeds were fully utilized as general working capital for the Group[50](index=50&type=chunk)[51](index=51&type=chunk) [Contingent Liabilities](index=15&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - The Group had no significant contingent liabilities as of **June 30, 2025**[52](index=52&type=chunk) [Events After Reporting Period](index=15&type=section&id=Events%20After%20Reporting%20Period) As of the report date, there were no other significant events related to the Group's business or financial performance after June 30, 2025 - No other significant events related to the Group's business or financial performance occurred after **June 30, 2025**, and up to the date of this report[53](index=53&type=chunk) [Litigation](index=15&type=section&id=Litigation) As of June 30, 2025, the Group had no significant pending litigation - The Group had no significant pending litigation as of **June 30, 2025**[54](index=54&type=chunk) [Key Risks and Uncertainties](index=15&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces key risks including reliance on Hong Kong private sector machinery leasing projects, customer concentration, non-recurring project revenue, dependence on key personnel, challenges in cost estimation, delayed customer payments, and uncontrollable macroeconomic and natural disaster factors - The Group relies on the supply of machinery leasing projects in the Hong Kong private sector, and the non-recurring nature of projects makes it difficult to forecast future business volume and revenue[55](index=55&type=chunk) - Operations are concentrated in Hong Kong, subject to the Hong Kong government's policies, political environment, and economic and legal developments[55](index=55&type=chunk) - Customer concentration means any loss or reduction in projects from major clients could have an adverse impact[56](index=56&type=chunk) - Past revenue and profit margins may not be indicative of future performance, and failure to continuously secure new foundation construction project orders could result in lower-than-expected revenue[56](index=56&type=chunk) - Dependence on Board members and senior management means staff departures could adversely affect business operations[56](index=56&type=chunk) - Inaccurate estimation and control of project costs, along with delayed or defaulted customer payments, could impact financial performance and cash flow[56](index=56&type=chunk) - Uncontrollable factors such as adverse weather, natural disasters, war, and epidemics could affect the Group's performance[57](index=57&type=chunk) [Compliance with Laws and Regulations](index=16&type=section&id=Compliance%20with%20Laws%20and%20Regulations) The Group's operations are primarily in Hong Kong and comply with relevant Hong Kong laws and regulations, with no material breaches during the reporting period or up to the report date - The Group's operations are subject to relevant laws and regulations in Hong Kong[58](index=58&type=chunk) - During the reporting period and up to the date of this report, the Group had no material breaches of relevant existing laws and regulations[58](index=58&type=chunk) [Constitutional Documents](index=16&type=section&id=Constitutional%20Documents) The Company's memorandum and articles of association are published on the Stock Exchange and its website, with no changes during the year ended June 30, 2025, except for the "Second Amended and Restated Articles of Association" announced on May 18, 2023 - The Company has published its memorandum and articles of association on the Stock Exchange and its company website[59](index=59&type=chunk) - For the year ended **June 30, 2025**, there were no changes to the constitutional documents, except for the "Second Amended and Restated Articles of Association" announced on **May 18, 2023**[59](index=59&type=chunk) Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income [Interim Profit or Loss and Comprehensive Income](index=17&type=section&id=Interim%20Profit%20or%20Loss%20and%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group reported revenue of **HK$11,498,365** and gross profit of **HK$1,089,521**, with a loss before tax of **HK$12,654,882**, largely consistent with the prior year, and total comprehensive expense attributable to owners of the Company was **HK$12,444,262**, resulting in a basic loss per share of **12.21 HK cents** Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Revenue | 11,498,365 | 7,453,571 | | Cost of Sales and Services | (10,408,844) | (6,742,956) | | Gross Profit | 1,089,521 | 710,615 | | Other (Expenses)/Income, Net | (975,744) | 13,066 | | Loss on Disposal of a Subsidiary | (1,790,254) | – | | Administrative Expenses | (8,297,597) | (11,346,914) | | Finance Costs | (692,258) | (150,005) | | Loss Before Tax | (12,654,882) | (12,735,955) | | Loss for the Period | (12,654,882) | (12,735,955) | | Total Comprehensive Expense Attributable to Owners of the Company for the Period | (12,444,262) | (12,781,144) | | Basic and Diluted Loss Per Share (HK cents) | (12.21) | (14.74) | - Exchange differences arising from translation of overseas operations turned from a loss of **HK$45,189** in the same period of 2024 to a gain of **HK$210,620** in 2025[61](index=61&type=chunk) Condensed Consolidated Statement of Financial Position [Interim Financial Position](index=18&type=section&id=Interim%20Financial%20Position) As of June 30, 2025, the Group's total non-current assets were **HK$14,748,750**, total current assets were **HK$17,447,760**, net current liabilities expanded to **HK$13,261,330**, and net assets significantly decreased to **HK$1,358,227**, primarily due to substantial increases in trade and other payables and borrowings Condensed Consolidated Statement of Financial Position (As at June 30, 2025) | Indicator | June 30, 2025 (HK$) | December 31, 2024 (HK$) | | :--- | :--- | :--- | | **Non-current Assets** | | | | Machinery and Equipment | 14,420,636 | 18,041,977 | | Right-of-use Assets | 328,114 | 477,257 | | **Current Assets** | | | | Trade and Other Receivables | 12,470,209 | 3,670,809 | | Bank Balances and Cash | 1,920,809 | 5,758,476 | | **Current Liabilities** | | | | Trade and Other Payables | 19,829,264 | 14,638,213 | | Borrowings | 10,350,000 | 1,500,000 | | Net Current Liabilities | (13,261,330) | (4,439,524) | | Net Assets | 1,358,227 | 13,802,489 | - Trade and other receivables significantly increased from **HK$3,670,809** as of **December 31, 2024**, to **HK$12,470,209** as of **June 30, 2025**[62](index=62&type=chunk) - Borrowings significantly increased from **HK$1,500,000** as of **December 31, 2024**, to **HK$10,350,000** as of **June 30, 2025**[62](index=62&type=chunk) Condensed Consolidated Statement of Changes in Equity [Interim Changes in Equity](index=19&type=section&id=Interim%20Changes%20in%20Equity) For the six months ended June 30, 2025, total equity attributable to owners of the Company decreased from **HK$13,802,489** at the beginning of the period to **HK$1,358,227** at the end, primarily due to a total comprehensive expense of **HK$12,444,262** for the period Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Item | June 30, 2025 (HK$) | January 1, 2025 (HK$) | | :--- | :--- | :--- | | Share Capital | 10,368,000 | 10,368,000 | | Reserves | (9,009,773) | 3,434,489 | | Total Equity | 1,358,227 | 13,802,489 | - Total comprehensive expense for the period was **HK$12,444,262**, leading to a significant decrease in total equity[65](index=65&type=chunk) - Exchange reserve turned from a loss of **HK$199,611** at the beginning of the period to a gain of **HK$11,009** at the end of the period[65](index=65&type=chunk) Condensed Consolidated Statement of Cash Flows [Interim Cash Flows](index=21&type=section&id=Interim%20Cash%20Flows) For the six months ended June 30, 2025, the Group reported net cash used in operating activities of **HK$10,929,144**, net cash used in investing activities of **HK$643,566**, and net cash generated from financing activities of **HK$7,744,231**, resulting in cash and cash equivalents decreasing to **HK$1,920,809** at period-end Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (10,929,144) | (6,298,803) | | Net Cash Used in Investing Activities | (643,566) | (1,630,861) | | Net Cash Generated from Financing Activities | 7,744,231 | 230,250 | | Net Decrease in Cash and Cash Equivalents | (3,828,479) | (7,699,414) | | Cash and Cash Equivalents at June 30 | 1,920,809 | 3,333,645 | - Net cash used in operating activities increased compared to the same period last year, while net cash generated from financing activities significantly increased[67](index=67&type=chunk) Notes to the Unaudited Interim Financial Statements [1. General Information](index=22&type=section&id=1.%20General%20Information) The Company was incorporated as an exempted company in the Cayman Islands on February 26, 2016, with its registered office in the Cayman Islands and principal place of business in Hong Kong - The Company was incorporated in the Cayman Islands on **February 26, 2016**[68](index=68&type=chunk) - The principal place of business is Unit 3403, 34th Floor, AIA Tower, 183 Electric Road, North Point, Hong Kong[68](index=68&type=chunk) [2. Basis of Preparation and Accounting Policies](index=22&type=section&id=2.%20Basis%20of%20Preparation%20and%20Accounting%20Policies) The unaudited interim condensed consolidated financial statements are prepared in accordance with HKAS 34, using the historical cost convention and presented in HKD, with consolidation based on the Group's control over an investee, enabling it to affect and be exposed to variable returns - The financial statements are prepared in accordance with HKAS 34 Interim Financial Reporting, using the historical cost convention and presented in **HKD**[69](index=69&type=chunk) - The basis of consolidation is when the Group has control over a subsidiary, meaning it can affect variable returns through its power[70](index=70&type=chunk) - The unaudited interim condensed consolidated results have been reviewed by the Company's Audit Committee but have not been audited by the auditors[72](index=72&type=chunk) [Basis of Consolidation](index=22&type=section&id=Basis%20of%20Consolidation) The Group assesses control by considering contractual arrangements, other contractual rights, and voting and potential voting rights with other holders of voting rights in the investee; upon loss of control, related assets, liabilities, and non-controlling interests are derecognized, and any retained investment is recognized at fair value - The assessment of control considers contractual arrangements with other voting interest holders of the investee, other contractual rights, and the Group's voting and potential voting rights[70](index=70&type=chunk)[71](index=71&type=chunk) - Upon losing control of a subsidiary, related assets, liabilities, and non-controlling interests are derecognized, and any retained investment is recognized at fair value[72](index=72&type=chunk) [3. Changes in Accounting Policies](index=23&type=section&id=3.%20Changes%20in%20Accounting%20Policies) This year, the Group adopted new and revised HKFRSs issued by the HKICPA, including HKAS 21 (Amendments) and HKFRS 1 "Lack of Exchangeability," which are not expected to have any significant impact on the Group's financial statements - This year, the Group first adopted HKAS 21 (Amendments) and HKFRS 1 "Lack of Exchangeability"[73](index=73&type=chunk) - The amendments specify how an entity should assess currency exchangeability and estimate spot exchange rates, requiring disclosure of related impacts[73](index=73&type=chunk) - The amendments are not expected to have any significant impact on the Group's financial statements[73](index=73&type=chunk) [4. Revenue and Segment Reporting](index=24&type=section&id=4.%20Revenue%20and%20Segment%20Reporting) The Group's revenue is derived from machinery leasing, goods sales, and service provision; for the six months ended June 30, 2025, total revenue was **HK$11,498,365**, with construction services and machinery leasing as major contributors, significant growth in car rental revenue, and primary revenue sources being Hong Kong and Japan - The Group's revenue represents the net amounts received or receivable from leasing machinery, selling goods, and providing services in the ordinary course of business[74](index=74&type=chunk) - The Group organizes its operating segments by business activities, which are regularly reviewed by the executive directors to allocate resources and assess performance[74](index=74&type=chunk) [(a) Revenue Classification](index=24&type=section&id=(a)%20Revenue%20Classification) For the six months ended June 30, 2025, the Group's total revenue was **HK$11,498,365**, with construction services contributing **HK$5,415,020**, machinery leasing **HK$4,313,481**, and car rental **HK$1,539,042**, primarily from Hong Kong (**HK$9,959,323**) and Japan (**HK$1,539,042**) Revenue Classification from Contracts with Customers by Major Product or Service and Geographical Location | Revenue Source | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Overall Sales | – | 383,902 | | Construction Services Revenue | 5,415,020 | 4,186,148 | | Transportation and Other Services Revenue | 6,900 | – | | Car Rental Revenue | 1,539,042 | 193,102 | | Machinery Leasing Revenue | 4,313,481 | 2,168,419 | | Loan Interest Income | 223,922 | 522,000 | | **Total Revenue** | **11,498,365** | **7,453,571** | | **By Customer Geographical Location** | | | | Hong Kong | 9,959,323 | 7,260,469 | | Japan | 1,539,042 | 193,102 | [(b) Segment Information](index=25&type=section&id=(b)%20Segment%20Information) For the six months ended June 30, 2025, the Group's segment revenue primarily came from construction services, machinery leasing, and car rental; segment results showed losses across most major business segments except money lending, leading to a loss before tax of **HK$12,654,882**, and segment assets and liabilities are not regularly reported to the chief operating decision-maker Segment Revenue and Results for the Six Months Ended June 30, 2025 | Segment | Revenue (HK$) | Results (HK$) | | :--- | :--- | :--- | | Machinery Leasing | 4,313,481 | (956,076) | | Transportation and Other Services | 6,900 | (2,182) | | Construction Services | 5,415,020 | (1,279,642) | | Money Lending Business | 223,922 | 223,927 | | Car Rental Revenue | 1,539,042 | (66,892) | | **Total** | **11,498,365** | **(2,080,865)** | | Loss Before Tax | | (12,654,882) | Segment Revenue and Results for the Six Months Ended June 30, 2024 | Segment | Revenue (HK$) | Results (HK$) | | :--- | :--- | :--- | | Machinery Leasing | 2,168,419 | (4,198,982) | | Trading of Machinery, Tools & Parts | 383,902 | 42,218 | | Construction Services | 4,186,148 | (2,124,936) | | Money Lending Business | 522,000 | (984,479) | | Car Rental Revenue | 193,102 | (80,188) | | **Total** | **7,453,571** | **(7,346,367)** | | Loss Before Tax | | (12,735,955) | - Unallocated expenses include administrative staff salaries, selling and distribution expenses, finance costs, and other expenses[78](index=78&type=chunk) - Segment assets and liabilities are not presented as they are not regularly reported to the chief operating decision-maker[79](index=79&type=chunk) [5. Loss Before Tax](index=27&type=section&id=5.%20Loss%20Before%20Tax) Loss before tax was primarily affected by losses on disposal of machinery and equipment, increased provision for expected credit losses, and higher finance costs, with depreciation, repairs, and rent within administrative expenses also contributing to the loss [(a) Other (Income)/Expenses, Net](index=27&type=section&id=(a)%20Other%20(Income)%2FExpenses%2C%20Net) For the six months ended June 30, 2025, net other (income)/expenses amounted to **HK$975,744**, primarily comprising a loss on disposal of machinery and equipment of **HK$1,033,936**, compared to a gain of **HK$13,066** in the prior year Other (Income)/Expenses, Net | Item | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Interest Income | (669) | (10,971) | | Loss/(Gain) on Disposal of Machinery and Equipment | 1,033,936 | (2,095) | | Others | (57,523) | – | | **Total** | **975,744** | **(13,066)** | [(b) Finance Costs](index=27&type=section&id=(b)%20Finance%20Costs) For the six months ended June 30, 2025, finance costs significantly increased to **HK$692,258**, mainly due to interest on other borrowings of **HK$670,351**, whereas the prior year's costs were primarily from bank borrowings and finance leases Finance Costs | Item | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Interest on Bank Borrowings | – | 73,222 | | Interest on Other Borrowings | 670,351 | – | | Interest on Finance Leases | – | 53,859 | | Interest on Lease Liabilities | 21,907 | 22,924 | | **Total** | **692,258** | **150,005** | [(c) Other Items](index=28&type=section&id=(c)%20Other%20Items) For the six months ended June 30, 2025, depreciation of machinery and equipment (owned assets) increased to **HK$1,596,391**, depreciation of right-of-use assets was **HK$179,651**, and the provision for expected credit losses on trade receivables significantly increased to **HK$1,482,790** Other Items | Item | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Cost of Overall Sales | – | 341,864 | | Depreciation of Machinery and Equipment – Owned Assets | 1,596,391 | 1,147,459 | | Depreciation of Right-of-use Assets | 179,651 | 242,637 | | Repair and Maintenance Expenses | 55,181 | 235,820 | | Short-term Operating Lease Rentals for Leased Properties | 756,303 | 785,871 | | Provision for Expected Credit Losses on Trade Receivables | 1,482,790 | 85,408 | [6. Income Tax in the Statement of Profit or Loss and Other Comprehensive Income](index=28&type=section&id=6.%20Income%20Tax%20in%20the%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group recorded an income tax credit of approximately **HK$0**, with Hong Kong profits tax at **16.5%** (or **8.25%** for the first **HK$2 million** for some subsidiaries) and Japan corporate income tax at **34.1%**, and no taxes payable in other jurisdictions - The Group recorded an income tax credit of approximately **HK$0** for the six months ended **June 30, 2025**[83](index=83&type=chunk) - Hong Kong profits tax is provided at **16.5%**, with some subsidiaries taxed at **8.25%** for the first **HK$2 million**[84](index=84&type=chunk) - Japan corporate income tax is provided at an effective tax rate of **34.1%**[85](index=85&type=chunk) - The Group is not subject to taxation in other jurisdictions[86](index=86&type=chunk) [7. Dividends](index=29&type=section&id=7.%20Dividends) For the six months ended June 30, 2025 and 2024, the Group neither paid nor declared any dividends, and no dividends have been proposed since the end of the reporting period - The Group neither paid nor declared any dividends for the six months ended **June 30, 2025**, and **2024**[87](index=87&type=chunk) [8. Basic and Diluted Loss Per Share](index=29&type=section&id=8.%20Basic%20and%20Diluted%20Loss%20Per%20Share) For the six months ended June 30, 2025, the basic loss per share attributable to owners of the Company was **12.21 HK cents**, a narrowing from **14.74 HK cents** in the prior year, with no diluted loss per share as there were no potential dilutive ordinary shares issued during the period Basic Loss Per Share | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Company Used for Basic Earnings Per Share Calculation | (12,654,882) | (12,735,955) | | Weighted Average Number of Ordinary Shares in Issue (for basic loss per share calculation) | 103,680,000 | 86,400,000 | | Basic Loss Per Share (HK cents) | (12.21) | (14.74) | - The weighted average number of ordinary shares in issue for the six months ended **June 30, 2024**, has been restated to reflect the effect of the share consolidation effective on **November 26, 2024**[88](index=88&type=chunk) - There was no diluted loss per share as there were no potential dilutive ordinary shares in issue during the period[89](index=89&type=chunk) [9. Capital Expenditure](index=30&type=section&id=9.%20Capital%20Expenditure) For the six months ended June 30, 2025, the Group did not acquire any machinery and equipment or enter into any lease agreements requiring recognition as right-of-use assets - For the six months ended **June 30, 2025**, the Group acquired machinery and equipment at a total cost of approximately **HK$0** (same period in 2024: approximately **HK$1.6 million**)[90](index=90&type=chunk) - For the six months ended **June 30, 2025**, and **2024**, the Group did not enter into any lease agreements requiring recognition as right-of-use assets[91](index=91&type=chunk) [10. Trade and Other Receivables](index=30&type=section&id=10.%20Trade%20and%20Other%20Receivables) As of June 30, 2025, the Group's total trade and other receivables were **HK$12,470,209**, a significant increase from December 31, 2024, with net trade receivables rising to **HK$9,520,404** and a notable increase in the provision for expected credit losses Trade and Other Receivables | Item | June 30, 2025 (HK$) | December 31, 2024 (HK$) | | :--- | :--- | :--- | | Trade Receivables | 25,292,819 | 9,906,422 | | Less: Provision for Expected Credit Losses on Trade Receivables | (15,772,415) | (7,411,631) | | **Net Trade Receivables** | **9,520,404** | **2,494,791** | | Interest Receivable | 385,737 | 241,817 | | Prepayments | 1,001,108 | 504,423 | | Other Receivables | 1,127,571 | – | | **Total** | **12,470,209** | **3,670,809** | Aging Analysis of Trade Receivables (Net of Provision for Expected Credit Losses) | Aging | June 30, 2025 (HK$) | December 31, 2024 (HK$) | | :--- | :--- | :--- | | Within 30 days | 1,716,496 | 174,641 | | 31 to 60 days | 3,126,696 | 1,139,398 | | 61 to 90 days | 3,363,428 | – | | 91 to 120 days | 912,139 | – | | 121 to 365 days | 401,645 | 1,180,752 | | **Total** | **9,520,404** | **2,494,791** | - The provision for expected credit losses on trade receivables increased from **HK$7,411,631** as of **December 31, 2024**, to **HK$15,772,415** as of **June 30, 2025**[92](index=92&type=chunk) [11. Trade and Other Payables](index=31&type=section&id=11.%20Trade%20and%20Other%20Payables) As of June 30, 2025, the Group's total trade and other payables were **HK$19,829,264**, a significant increase from December 31, 2024, with trade payables rising from **HK$2,978,174** to **HK$8,984,952**, and a larger proportion of amounts overdue by more than 60 days Trade and Other Payables | Item | June 30, 2025 (HK$) | December 31, 2024 (HK$) | | :--- | :--- | :--- | | Trade Payables | 8,984,952 | 2,978,174 | | Contract Liabilities | 15,484 | 15,484 | | Accruals and Other Payables | 9,619,828 | 10,064,816 | | Amounts Due to Directors of the Company | 1,199,000 | 1,569,739 | | Deposits and Provisional Sums Received | 10,000 | 10,000 | | **Total** | **19,829,264** | **14,638,213** | Aging Analysis of Trade Payables | Aging | June 30, 2025 (HK$) | December 31, 2024 (HK$) | | :--- | :--- | :--- | | Within 30 days | 530,689 | 22,258 | | 30 to 60 days | 2,199,004 | 139,258 | | 61 to 90 days | 3,781,582 | 194,985 | | Over 90 days | 2,473,677 | 2,621,673 | | **Total** | **8,984,952** | **2,978,174** | [12. Share Capital](index=32&type=section&id=12.%20Share%20Capital) As of June 30, 2025, the Company's authorized share capital was **HK$80,000,000**, divided into **800,000,000** ordinary shares of **HK$0.1** each, with issued and fully paid share capital of **HK$10,368,000**, comprising **103,680,000** ordinary shares, consistent with the beginning of the period Share Capital Structure | Item | Number of Shares | Share Capital (HK$) | | :--- | :--- | :--- | | Authorized Ordinary Shares of HK$0.1 each (at beginning and end of period) | 800,000,000 | 80,000,000 | | Issued and Fully Paid Ordinary Shares of HK$0.1 each (at beginning and end of period) | 103,680,000 | 10,368,000 | Other Information [Interim Dividend](index=33&type=section&id=Interim%20Dividend) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended **June 30, 2025**[95](index=95&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=33&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's shares - For the six months ended **June 30, 2025**, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's shares[96](index=96&type=chunk) [Code of Conduct for Securities Transactions by Directors](index=33&type=section&id=Code%20of%20Conduct%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted a code of conduct for directors' securities transactions no less exacting than required by the GEM Listing Rules, and all directors confirmed compliance for the period - The Company has adopted a code of conduct for directors' securities transactions no less exacting than that required by the GEM Listing Rules[97](index=97&type=chunk) - All directors confirmed compliance with the code of conduct for the six months ended **June 30, 2025**[97](index=97&type=chunk) [Directors' and Chief Executive's Interests and/or Short Positions in Shares, Underlying Shares, and Debentures of the Company or any Associated Corporation](index=33&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%2For%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%2C%20and%20Debentures%20of%20the%20Company%20or%20any%20Associated%20Corporation) As of June 30, 2025, Mr Su Binggen held **27,625,000** shares, representing approximately **3.20%** of the Company's equity through his controlled corporation; no other directors or chief executives had disclosable interests or short positions in the Company's or its associated corporations' shares Directors' Long Positions in Shares | Name of Director | Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of the Company's Equity | | :--- | :--- | :--- | :--- | | Mr Su Binggen | Interest in a controlled corporation and spouse's interest | 27,625,000 | 3.20% | - Mr Su Binggen is deemed to be interested in all shares held by Pro-Han Holdings Limited, whose entire issued share capital is owned by Mr Su[98](index=98&type=chunk) - Save as disclosed above, no other directors or chief executives had disclosable interests or short positions in the shares of the Company or its associated corporations[99](index=99&type=chunk) [Substantial Shareholders' Interests and/or Short Positions in Shares and Underlying Shares](index=34&type=section&id=Substantial%20Shareholders'%20Interests%20and%2For%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, Ms Zhao Manchi held **52,630,000** shares, representing approximately **6.09%** of the Company's equity, making her a substantial shareholder; the directors were unaware of any other persons with disclosable interests or short positions Substantial Shareholders' Long Positions in Shares | Name of Shareholder | Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of the Company's Equity | | :--- | :--- | :--- | :--- | | Ms Zhao Manchi | Beneficial interest | 52,630,000 | 6.09% | - Save as disclosed in this report, the directors were not aware of any other persons having interests or short positions in the shares or underlying shares that were required to be disclosed to the Company and the Stock Exchange[101](index=101&type=chunk) [Share Option Scheme](index=34&type=section&id=Share%20Option%20Scheme) The Company adopted a share option scheme on June 21, 2019, with a **10-year** validity, and as of the report date, no share options had been granted, agreed to be granted, exercised, cancelled, or lapsed under the scheme - The Company's share option scheme was adopted on **June 21, 2019**, with a validity period of **10 years**[102](index=102&type=chunk) - As of the date of this report, no share options had been granted, exercised, cancelled, or lapsed under the scheme[102](index=102&type=chunk) [Directors' Rights to Acquire Shares and Debentures](index=35&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20and%20Debentures) At no time during the six months ended June 30, 2025, did the Company, its holding company, or any of its subsidiaries or fellow subsidiaries enter into any arrangements enabling directors and the chief executive to acquire benefits by purchasing shares or debentures of the Company or any other body corporate - Neither the Company, its holding company, nor any of its subsidiaries or fellow subsidiaries entered into any arrangements enabling directors and the chief executive to acquire benefits by purchasing shares or debentures of the Company or any other body corporate[103](index=103&type=chunk) [Directors' Interests in Material Transactions, Arrangements or Contracts](index=35&type=section&id=Directors'%20Interests%20in%20Material%20Transactions%2C%20Arrangements%20or%20Contracts) Neither the Company, its holding company, nor any of its subsidiaries or fellow subsidiaries entered into any material transactions, arrangements, or contracts in force during the six months ended June 30, 2025, in which a director or an entity connected with such director had a direct or indirect material interest - Neither the Company, its holding company, nor any of its subsidiaries or fellow subsidiaries entered into any material transactions, arrangements, or contracts in which a director or an entity connected with such director had a material interest[104](index=104&type=chunk) [Competing Interests](index=35&type=section&id=Competing%20Interests) For the six months ended June 30, 2025, the directors were unaware of any business or interest of any director, controlling shareholder, management shareholder, or their respective associates that competed or might compete with the Group's business, nor any other conflicts of interest - The directors were unaware of any business or interest of any director, controlling shareholder, management shareholder, or their respective associates that competed or might compete with the Group's business[105](index=105&type=chunk) [Changes in Directors' Information](index=35&type=section&id=Changes%20in%20Directors'%20Information) For the six months ended June 30, 2025, up to the date of this report, there were no changes in directors' information required to be disclosed under Rule 17.50A(1) of the GEM Listing Rules - For the six months ended **June 30, 2025**, up to the date of this report, there were no changes in directors' information required to be disclosed under Rule 17.50A(1) of the GEM Listing Rules[106](index=106&type=chunk) [Corporate Governance Practices](index=36&type=section&id=Corporate%20Governance%20Practices) The Company is committed to high corporate governance standards but has some non-compliance with the Corporate Governance Code, including the unseparated roles of Chairman and Chief Executive, absence of a dividend policy, insufficient independent non-executive directors and Audit Committee members, and management's failure to provide monthly updates to the Board - The Company has not separated the roles of Chairman and Chief Executive, with Mr Su holding both positions, an arrangement the Board believes provides strong and consistent leadership[109](index=109&type=chunk) - The Company has not adopted a dividend policy, and dividend payments will be determined by the Board based on various factors[109](index=109&type=chunk) - The number of independent non-executive directors and Audit Committee members is below the minimum required by Rule 5.05A of the GEM Listing Rules, and the Company needs to appoint sufficient members within three months[110](index=110&type=chunk) - Management has not provided monthly updates to the Board, which does not comply with Code Provision D.1.2 of the Corporate Governance Code[111](index=111&type=chunk) [Non-compliance with Code Provision D.1.2 of the Corporate Governance Code as set out in Appendix C1 to the Corporate Governance Code](index=36&type=section&id=Non-compliance%20with%20Code%20Provision%20D.1.2%20of%20the%20Corporate%20Governance%20Code%20as%20set%20out%20in%20Appendix%20C1%20to%20the%20Corporate%20Governance%20Code) The Group's failure to provide monthly updates to the Board with a balanced and understandable assessment of company performance, condition, and prospects does not comply with Code Provision D.1.2 of the Corporate Governance Code, though the Board acknowledges the importance of such updates and will continue to review practices - The Group has not provided monthly updates to the Board, which does not comply with Code Provision D.1.2 of the Corporate Governance Code[111](index=111&type=chunk) - The Board acknowledges the importance of monthly updates for the Board as a whole and for individual directors to discharge their duties[112](index=112&type=chunk) [Audit Committee](index=37&type=section&id=Audit%20Committee) The Company's Audit Committee, comprising three independent non-executive directors with Mr Jim Tak Lee as Chairman, reviews and monitors external auditor independence, financial statement integrity, financial reporting, financial controls, risk management, and internal control systems, having reviewed the interim results and found them compliant with applicable accounting standards and GEM Listing Rules - The Audit Committee comprises three independent non-executive directors: Mr Jim Tak Lee (Chairman), Ms Du Min, and Ms Chan Li Li[114](index=114&type=chunk) - The Committee's primary responsibilities include reviewing and monitoring the independence of external auditors, overseeing the integrity of financial statements, and reviewing financial reporting, financial controls, risk management, and internal control systems[114](index=114&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim results for the six months ended **June 30, 2025**, and considers them to be in compliance with applicable accounting standards and the GEM Listing Rules[114](index=114&type=chunk) - The Company has complied with Rule 5.28 of the GEM Listing Rules, which requires at least one Audit Committee member to possess appropriate professional qualifications, accounting, or related financial management expertise[114](index=114&type=chunk)

（於開曼群島註冊成立的有限公司） （股份代號：8612） 董事會會議日期 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之內容概不 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 之 任 何 損 失 承 擔 任 何 責 任。 執行董事 張 偉 World Super Holdings Limited 維亮控股有限公司 維 亮 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）謹 此 宣 佈，董 事 會 會 議 將 於 二 零 二 五 年 八 月 二 十 九 日（星 期 五）舉 行，以（其 中 包 括）考 慮 及 通 過 本 公 司 及其附屬公司截至二零二五年六月三十日止六個月之未經審核綜合中期業績 及 其 刊 發，以 及 考 慮 派 發 中 期 股 息 之 建 議（如 有）。 承董事會命 維亮控股有限公司 本公告遵照GEM上 市 規 則 的 規 定 提 供 有 關 本 公 司 的 資 料。各 董 事 共 同 及 ...

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: 維亮控股有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年8月7日 I. 法定/註冊股本變動 FF301 II. 已發行股份及/或庫存股份變動 | 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) | 08612 | 說明 | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 103,680,000 | | 0 | | 103,680,000 | | 增加 / 減少 (-) | | | 0 | | | | | | 本月底結存 | | | 103,680,000 | | 0 | | 103,680,000 | 第 2 頁 共 10 頁 v ...

Company Overview - Viliang Holdings Limited primarily engages in providing rental services for construction machinery such as crawler cranes, rotary drilling rigs, and hydraulic milling machines in Hong Kong and Macau [2] - The company has over 21 years of experience in the construction machinery business and is recognized for its good reputation and track record in the Hong Kong construction industry [2] Financial Performance - As of December 31, 2024, Viliang Holdings reported total revenue of HKD 15.0082 million, a decrease of 29.81% year-on-year [1] - The net profit attributable to shareholders was HKD -26.5736 million, an increase of 21.87% year-on-year [1] - The gross profit margin stood at 12.2%, with a debt-to-asset ratio of 55.48% [1] Stock Performance - As of June 11, the stock price of Viliang Holdings was HKD 0.106 per share, reflecting a rise of 15.22% with a trading volume of 335,000 shares and a turnover of HKD 33,100 [1] - Over the past month, the stock has seen a cumulative decline of 8%, and a year-to-date decline of 23.33%, underperforming the Hang Seng Index by 20.45% [1] Industry Valuation - The average price-to-earnings (P/E) ratio for the industrial engineering sector is 14.11 times, with a median of 2.35 times [1] - Viliang Holdings has a P/E ratio of -0.33 times, ranking 198th in the industry [1] - Comparatively, other companies in the sector have P/E ratios ranging from 0.32 times to 2.35 times [1]

Financial Performance - For the fiscal year ending December 31, 2024, the company reported total revenue of approximately HKD 16.2 million, a decrease of about 30.0% or HKD 6.9 million compared to HKD 23.1 million for the fiscal year ending December 31, 2023[10]. - The annual loss from continuing operations decreased from approximately HKD 36.7 million for the fiscal year ending December 31, 2023, to approximately HKD 28.7 million for the fiscal year ending December 31, 2024[10]. - Total assets as of December 31, 2024, were HKD 31.0 million, down from HKD 50.6 million in 2023, representing a decrease of approximately 38.7%[9]. - Total liabilities increased to HKD 17.2 million in 2024 from HKD 10.9 million in 2023, marking an increase of approximately 57.5%[9]. - The company's net asset value decreased to HKD 13.8 million in 2024 from HKD 39.7 million in 2023, a decline of approximately 65.2%[9]. - The total revenue from continuing operations for the year ended December 31, 2024, was approximately HKD 16.2 million, a decrease of about 30.0% or HKD 6.9 million compared to HKD 23.1 million for the year ended December 31, 2023[14]. - The total gross profit from continuing operations for the year ended December 31, 2024, was approximately HKD 2.0 million, down about 44.4% or HKD 1.6 million from HKD 3.6 million for the year ended December 31, 2023[14]. - The gross profit margin for the year ended December 31, 2024, decreased to approximately 12.3%[14]. - The net loss for the year ended December 31, 2024, was approximately HKD 28.7 million, reduced from HKD 36.7 million for the year ended December 31, 2023[14]. - The loss per share from continuing operations for the year ended December 31, 2024, was approximately HKD 0.3255[14]. Revenue Breakdown - Revenue from machinery rental services decreased from approximately HKD 9.9 million for the year ended December 31, 2023, to approximately HKD 5.3 million for the year ended December 31, 2024[17]. - Total sales from the sale of machinery, tools, and parts decreased from approximately HKD 4.0 million for the year ended December 31, 2023, to approximately HKD 0.8 million for the year ended December 31, 2024[18]. - Revenue from transportation and other services decreased from approximately HKD 0.8 million for the year ended December 31, 2023, to approximately HKD 46,000 for the year ended December 31, 2024[19]. - The construction services business generated revenue of HKD 7.7 million for the year ended December 31, 2024, compared to HKD 8.0 million for the year ended December 31, 2023[21]. - The lending business generated revenue of approximately HKD 0.8 million for the year ending December 31, 2024, compared to HKD 42,000 in 2023[29]. - The newly launched car rental service generated revenue of approximately HKD 1.5 million for the year ending December 31, 2024[30]. Management and Governance - The company appointed Mr. Su Binggen as the executive director and CEO, who has over 30 years of experience in the construction machinery rental and equipment trading industry[53]. - Mr. Liu Desheng, with over 10 years of experience in the real estate sector, was appointed as an executive director in December 2020[54]. - The company has a strong management team with members holding significant experience in finance, real estate, and project management[57][59]. - The company is committed to improving its financial management and corporate governance practices, as evidenced by the appointment of experienced professionals in key roles[57]. - The company aims to leverage its management's extensive industry experience to explore new business opportunities and market expansion[54][59]. - The company has appointed several independent non-executive directors to strengthen its governance and oversight[60]. - The board consists of ten members, including seven executive directors and three independent non-executive directors, ensuring a balanced distribution of power and authority[70]. - The company has adopted a set of guidelines for directors' securities trading, ensuring compliance with GEM listing rules[68]. - The company is committed to high standards of corporate governance and has complied with the GEM listing rules[65]. Risk Management and Compliance - The company is focused on risk management and compliance, with a dedicated team overseeing these areas[59]. - The board has delegated the responsibility for reviewing the risk management and internal control systems to the audit committee, which conducts annual assessments[113]. - The company has implemented a fair disclosure policy to ensure that information is widely and publicly disclosed through financial reports and announcements[116]. - The company has complied with applicable laws and regulations without any significant violations during the year ending December 31, 2024[139]. Shareholder Communication and Dividends - The company has established multiple channels for communication with shareholders to ensure timely access to information[122]. - The company reported no final dividend for the year ending December 31, 2024[129]. - The company's available distributable reserves as of December 31, 2024, were approximately zero HKD[135]. - Shareholders have the right to request a special general meeting if they hold at least 10% of the paid-up capital of the company[118]. Corporate Social Responsibility - The company has maintained its commitment to minimizing environmental impact and ensuring employee welfare without any recorded violations[128]. Stock Option Plan - The company has adopted a share option scheme to incentivize directors and eligible participants[158][160]. - The exercise price for the share options will be determined by the board and must be at least the higher of the closing price on the grant date or the average closing price over the previous five trading days[166]. - The total number of shares issued upon the exercise of all options granted under the share option plan cannot exceed 10% of the shares issued at the time of listing, which is 60,000,000 shares based on 600,000,000 shares issued at listing[167]. - Options must be exercised within a maximum period of ten years from the grant date, subject to performance targets and other conditions set by the board[168]. - The company must seek shareholder approval for any grant of options that exceeds the plan authorization limit, and must provide detailed information in a circular to shareholders[167]. - The company has proposed a stock option plan that requires approval from independent non-executive directors and shareholders if it exceeds 0.1% of issued shares or a value of over HKD 5 million[182].

Financial Performance - For the fiscal year ending December 31, 2024, the total revenue was HKD 16,206,839, a decrease of 29.8% compared to HKD 23,088,446 in 2023[4] - The gross profit for the year was HKD 1,977,697, down from HKD 3,601,886, reflecting a significant decline in profitability[4] - The net loss for the year was HKD 28,695,979, compared to a net loss of HKD 36,727,040 in the previous year, indicating an improvement in loss by 21.5%[4] - The group reported a pre-tax loss of HKD 28,688,321 for the year[26] - The group’s annual loss decreased from approximately HKD 36.7 million for the year ended December 31, 2023, to approximately HKD 28.7 million for the year ended December 31, 2024[73] Assets and Liabilities - Total assets decreased from HKD 40,129,961 in 2023 to HKD 14,079,710 in 2024, a reduction of 64.9%[6] - The company's cash and cash equivalents dropped from HKD 11,116,565 in 2023 to HKD 5,758,476 in 2024, a decline of 48.3%[6] - The total equity decreased from HKD 39,692,704 in 2023 to HKD 13,802,489 in 2024, a decrease of 65.2%[7] - Current liabilities increased from HKD 10,470,082 in 2023 to HKD 16,925,551 in 2024, an increase of 61.8%[6] - As of December 31, 2024, the company's net current liabilities amounted to HKD 4,439,524, indicating significant uncertainty regarding its ability to continue as a going concern[13] Revenue Breakdown - Machine rental income decreased to HKD 5,333,709 from HKD 9,910,419, representing a decline of 46.6%[23] - Lending business revenue increased to HKD 818,932 from HKD 420,000, showing a growth of 95.0%[23] - Total sales of machinery, tools, and parts dropped to HKD 787,446 from HKD 3,981,456, a decrease of 80.2%[23] - Construction service revenue was HKD 7,749,283, slightly down from HKD 7,964,271, a decrease of 2.7%[23] - Transportation and other services revenue fell significantly to HKD 46,000 from HKD 812,300, a decline of 94.3%[23] Operational Measures - The company is implementing plans and measures to enhance cost control and improve operational efficiency to boost profitability and cash flow[17] - The company continues to explore fundraising activities as necessary to support its operations[17] - The board believes that the company will have sufficient working capital to meet its financial obligations for at least the next twelve months[14] Financial Reporting Standards - The financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards[11] - The group has adopted the Hong Kong Financial Reporting Standard No. 15 for revenue recognition, impacting the reporting of construction service contracts[23] - The board is currently assessing the impact of the new and revised Hong Kong Financial Reporting Standards on the consolidated financial statements[19][21] - The new Hong Kong Financial Reporting Standard No. 18 introduces significant changes to the presentation of financial statements, enhancing comparability and transparency[20] Shareholder Information - No dividends were declared or proposed for the year ended December 31, 2024, consistent with the previous year[35] - The company completed a placement of 172,800,000 shares at a price of HKD 0.01764 per share, raising a net amount of HKD 3,002,210 after deducting direct costs[44] - The annual performance announcement will be published on the Hong Kong Stock Exchange website and the company's website, with the annual report for the year ending December 31, 2024, to be sent to shareholders in due course[88] Governance and Compliance - The board of directors includes several executive and independent non-executive directors, ensuring a diverse governance structure[91] - The announcement complies with GEM listing rules, confirming the accuracy and completeness of the information provided[92] - The announcement will be available on the Hong Kong Stock Exchange website for at least seven days from the publication date[93]