未来数据集团(08229) - 2024 - 中期财报

Company Information Board of Directors The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, with specialized committees such as the Audit, Remuneration, and Nomination Committees - Mr. Leung Ho Ming serves as Chairman, Mr. Cheung Ting Pong was appointed Vice Chairman and Chief Executive Officer on April 17, 2024, and Mr. Li Shing Hon resigned as Chief Executive Officer on the same day[3] - Mr. Chan Kin Ming chairs the Audit Committee, and Mr. Lam Chi Cheung chairs the Remuneration Committee[3] Company Contact and Registration Information The company is registered in the Cayman Islands, with principal places of business in Hong Kong and South Korea, and is listed on the GEM of the Hong Kong Stock Exchange under stock code 8229 - The company's registered office is in the Cayman Islands, its principal place of business in Hong Kong is at Convention Plaza Office Tower in Wan Chai, and its principal place of business in South Korea is in Seoul[4] - The company's stock code is 8229, and it is listed on the GEM of The Stock Exchange of Hong Kong Limited[4] Financial Highlights Interim Results Overview For the six months ended June 30, 2024, the Group's revenue increased by 15.2% year-on-year, while the loss for the period significantly decreased by 36.9%, and basic and diluted loss per share also narrowed; the Board does not recommend an interim dividend Financial Summary for H1 2024 | Indicator | H1 2024 (HKD thousands) | H1 2023 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue from continuing operations | 217,000 | 188,400 | 28,600 | 15.2% | | Loss from continuing and discontinued operations | (4,300) | (6,800) | 2,500 | (36.9%) | | Basic and diluted loss per share (HK cents) | (0.79) | (1.32) | 0.53 | (40.2%) | - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2024[5] Condensed Consolidated Statement of Profit or Loss Key Profit or Loss Data For the six months ended June 30, 2024, the Group's revenue from continuing operations increased by 15.2%, but gross profit slightly decreased; discontinued operations turned from loss to profit, significantly narrowing the total loss for the period Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Indicator | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Continuing operations | | | | Revenue | 216,959 | 188,360 | | Cost of services | (194,350) | (163,849) | | Gross profit | 22,609 | 24,511 | | Other income – net | 1,935 | 892 | | Selling and administrative expenses | (31,661) | (28,989) | | Finance costs | (92) | (1,443) | | Loss before income tax from continuing operations | (7,209) | (5,029) | | Income tax expense | (355) | (322) | | Loss for the period from continuing operations | (7,564) | (5,351) | | Discontinued operations | | | | Profit/(Loss) for the period from discontinued operations | 3,252 | (1,487) | | Loss for the period | (4,312) | (6,838) | | Basic and diluted loss per share attributable to owners of the Company (HK cents) | (0.79) | (1.32) | Condensed Consolidated Statement of Comprehensive Income Key Comprehensive Income Data For the six months ended June 30, 2024, the Group's loss for the period was 4.312 million HKD, while the total comprehensive loss for the period expanded to 12.797 million HKD due to exchange differences from overseas operations Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Indicator | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Loss for the period | (4,312) | (6,838) | | Exchange differences arising from translation of overseas operations | (8,485) | (5,157) | | Total comprehensive loss for the period | (12,797) | (11,995) | | Total comprehensive loss attributable to owners of the Company | (12,825) | (11,472) | | Total comprehensive loss attributable to non-controlling interests | 28 | (523) | Condensed Consolidated Statement of Financial Position Key Balance Sheet Data As of June 30, 2024, the Group's non-current and current assets both decreased, with a significant reduction in cash and cash equivalents; current liabilities decreased, but the issuance of convertible bonds introduced a new liability item Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2024 (HKD thousands) | December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Assets | | | | Non-current assets | 63,560 | 72,162 | | Current assets | 189,653 | 203,757 | | - Trade and other receivables | 80,533 | 54,257 | | - Cash and cash equivalents | 71,524 | 122,708 | | Liabilities | | | | Current liabilities | 72,053 | 84,764 | | - Contract liabilities | 1,910 | 13,594 | | - Convertible bonds | 1,891 | – | | Non-current liabilities | 7,583 | 8,156 | | Equity | | | | Total equity | 173,577 | 182,999 | Condensed Consolidated Statement of Changes in Equity Equity Changes Overview For the six months ended June 30, 2024, equity attributable to owners of the Company decreased due to the loss for the period and exchange differences from overseas operations, but equity-settled share-based payments increased equity Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Indicator | June 30, 2024 (HKD thousands) | June 30, 2023 (HKD thousands) | | :--- | :--- | :--- | | Equity attributable to owners of the Company at beginning of period | 182,104 | 131,860 | | Loss for the period | (4,340) | (6,315) | | Exchange differences arising from translation of overseas operations | (8,485) | (5,157) | | Equity-settled share-based payments recognized | 2,977 | 1,099 | | Equity attributable to owners of the Company at end of period | 172,256 | 138,735 | Condensed Consolidated Statement of Cash Flows Cash Flow Overview For the six months ended June 30, 2024, the Group recorded net cash outflows from both operating and investing activities; despite net cash inflows from financing activities, overall cash and cash equivalents significantly decreased Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | (35,124) | (69,659) | | Net cash used in investing activities | (11,459) | (9,938) | | Net cash generated from financing activities | 1,514 | 41,240 | | Net decrease in cash and cash equivalents | (45,069) | (38,357) | | Cash and cash equivalents at end of period | 71,524 | 80,995 | Notes to the Condensed Consolidated Interim Financial Statements 1. General Information The company is incorporated in the Cayman Islands, primarily engaged in system integration and maintenance services, with functional currencies in Korean Won and Hong Kong Dollars, and presented in Hong Kong Dollars - The principal activities of the Company are the provision of system integration (with network connectivity, cloud computing, and cybersecurity functions) and maintenance services[15] - The Company's functional currency is HKD, while its principal operating subsidiaries' functional currencies are KRW and HKD, and the condensed consolidated interim financial statements are presented in HKD[15] 2. Basis of Preparation and Accounting Policies The interim financial statements are prepared in accordance with HKAS 34 and the GEM Listing Rules, with accounting policies consistent with the prior year, and new or revised standards having no significant impact - The condensed consolidated interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosures required by the GEM Listing Rules[15] - The adoption of new and revised Hong Kong Financial Reporting Standards has no significant impact on the results reported for the current or prior periods[16] 3. Revenue and Segment Information The Group's business is divided into two segments: system integration and maintenance services; for the six months ended June 30, 2024, total revenue was 216.959 million HKD, primarily from the Korean market, with system integration and maintenance services being the main income sources - The Group's business is divided into two segments: system integration and maintenance services[17] Segment Revenue and Gross Profit Contribution (For the six months ended June 30) | Segment | 2024 Revenue (HKD thousands) | 2023 Revenue (HKD thousands) | 2024 Gross Profit (HKD thousands) | 2023 Gross Profit (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | System integration | 131,262 | 119,158 | (1,057) | 9,261 | | Maintenance services | 82,040 | 69,202 | 20,803 | 12,756 | | Other services | 3,657 | – | 2,863 | 2,494 | | Total | 216,959 | 188,360 | 22,609 | 24,511 | Geographical Information (For the six months ended June 30) | Region | 2024 Revenue (HKD thousands) | 2023 Revenue (HKD thousands) | | :--- | :--- | :--- | | South Korea | 213,302 | 188,360 | | Hong Kong | 3,657 | – | | Total | 216,959 | 188,360 | Revenue from Contracts with Customers (For the six months ended June 30) | Category | 2024 Total Revenue (HKD thousands) | 2023 Total Revenue (HKD thousands) | | :--- | :--- | :--- | | Type of goods or services - Cloud infrastructure | 210,503 | 180,707 | | Type of goods or services - Security | 6,326 | 7,653 | | Type of customer - Public sector | 129,575 | 114,174 | | Type of customer - Private sector | 87,384 | 74,186 | | Type of contract duration - Within 12 months | 175,113 | 131,556 | | Type of contract duration - 12-24 months | 12,301 | 27,468 | | Type of contract duration - Over 24 months | 29,545 | 29,336 | 4. Loss Before Income Tax from Continuing Operations For the six months ended June 30, 2024, the loss before income tax from continuing operations was 7.209 million HKD, primarily affected by increased employee costs, subcontracting costs, and impairment provisions for trade receivables Components of Loss Before Income Tax from Continuing Operations (For the six months ended June 30) | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Cost of inventories recognized as expense | 118,885 | 117,238 | | Employee costs | 42,036 | 34,877 | | Subcontracting costs | 51,225 | 27,650 | | Net impairment provision for trade receivables | 1,345 | 9 | | Research and development costs | 2,778 | 2,433 | 5. Income Tax (Expense)/Credit The Group's income tax expense primarily arises from Korean corporate income tax and Hong Kong profits tax, with Korean tax rates calculated progressively based on taxable profit and Hong Kong adopting a two-tiered profits tax system Income Tax Expense (For the six months ended June 30) | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Current tax - South Korea | 24 | 24 | | Deferred tax - South Korea | (50) | (50) | | Deferred tax - Hong Kong | (296) | (346) | | Total | (355) | (322) | - Korean corporate income tax is deducted at progressive rates from 9.9% to 23.1% of taxable profit, while Hong Kong profits tax adopts a two-tiered system, with the first 2 million HKD of assessable profits taxed at 8.25% and the remainder at 16.5%[27] 6. Discontinued Operations The Group disposed of Maximus Group on January 24, 2024, terminating the cybersecurity services segment, which was classified as a discontinued operation; following the disposal, discontinued operations turned from loss to profit, recording a profit of 3.252 million HKD - The Company disposed of a 64.86% equity interest in Maximus Group on January 24, 2024, aiming to improve the Group's overall financial position, and the cybersecurity services segment was classified as a discontinued operation[28] Financial Performance of Discontinued Operations (For the six months ended June 30) | Indicator | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 2,447 | 14,694 | | Gross profit | 998 | 1,312 | | Profit/(Loss) before income tax from discontinued operations | 698 | (1,616) | | Gain on disposal of a subsidiary | 2,554 | – | | Profit/(Loss) for the period from discontinued operations | 3,252 | (1,487) | | Net cash used in operating activities | (1,671) | (4,119) | 7. Basic and Diluted Loss Per Share For the six months ended June 30, 2024, basic and diluted loss per share from continuing operations was 0.88 HK cents, total basic and diluted loss per share was 0.79 HK cents, while discontinued operations recorded a profit of 0.59 HK cents per share Basic and Diluted Loss Per Share (For the six months ended June 30) | Indicator | 2024 (HK cents) | 2023 (HK cents) | | :--- | :--- | :--- | | Basic and diluted loss per share from continuing operations | (0.88) | (1.11) | | Basic and diluted loss per share from continuing and discontinued operations | (0.79) | (1.32) | | Basic and diluted earnings per share from discontinued operations | 0.59 | (0.31) | 8. Dividends The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2024 and 2023 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2024 and 2023[36] 9. Other Financial Assets As of June 30, 2024, the Group's other financial assets primarily consisted of unlisted equity securities measured at fair value through profit or loss, totaling 4.136 million HKD Other Financial Assets (As of June 30) | Item | June 30, 2024 (HKD thousands) | December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Unlisted equity securities - Korea Software Financial Cooperative | 4,102 | 4,376 | | Unlisted equity securities - Korea Broadcasting & Communication Financial Cooperative | 34 | 36 | | Total | 4,136 | 4,412 | 10. Inventories As of June 30, 2024, the Group's inventories primarily comprised hardware and software, with their carrying amount decreasing compared to the end of 2023 Inventories (As of June 30) | Item | June 30, 2024 (HKD thousands) | December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Hardware and software | 2,512 | 3,327 | 11. Trade and Other Receivables As of June 30, 2024, the Group's total trade and other receivables significantly increased, mainly due to the growth in net trade receivables, while impairment provisions also rose Trade and Other Receivables (As of June 30) | Item | June 30, 2024 (HKD thousands) | December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Net trade receivables | 63,719 | 44,309 | | Rental and other deposits | 14,139 | 9,327 | | Other receivables | 2,327 | 521 | | Total | 80,533 | 54,257 | Ageing Analysis of Trade Receivables (As of June 30) | Ageing | June 30, 2024 (HKD thousands) | December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | 0 to 90 days | 41,062 | 39,117 | | 91 to 180 days | 3,292 | 4,490 | | 181 to 365 days | 19,365 | 311 | | 1 to 2 years | – | 391 | | Total | 63,719 | 44,309 | Movement in Loss Allowance for Trade Receivables (As of June 30) | Item | June 30, 2024 (HKD thousands) | December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Carrying amount at beginning of period/year | 15,551 | 15,176 | | Impairment loss allowance recognized during the period/year | 1,345 | 754 | | Exchange adjustment | (1,339) | (379) | | Carrying amount at end of period/year | 15,557 | 15,551 | 12. Contract Assets and Contract Liabilities As of June 30, 2024, the Group's contract assets increased, mainly from system integration performance, while contract liabilities significantly decreased, reflecting a reduction in prepayments related to cybersecurity services Contract Assets and Contract Liabilities (As of June 30) | Item | June 30, 2024 (HKD thousands) | December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Contract assets - System integration | 9,769 | 6,656 | | Contract assets - Cybersecurity services | – | 3,733 | | Total contract assets | 9,769 | 7,684 | | Contract liabilities - System integration | 1,910 | 3,823 | | Contract liabilities - Cybersecurity services | – | 9,771 | | Total contract liabilities | 1,910 | 13,594 | 13. Trade and Other Payables As of June 30, 2024, the Group's total trade and other payables slightly decreased, primarily due to a reduction in accrued expenses and other payables, and VAT payables Trade and Other Payables (As of June 30) | Item | June 30, 2024 (HKD thousands) | December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Trade payables | 55,212 | 48,899 | | Accrued expenses and other payables | 5,936 | 11,826 | | Receipts in advance | 565 | 295 | | VAT payables | 3,811 | 6,452 | | Total | 65,524 | 67,472 | Ageing Analysis of Trade Payables (As of June 30) | Ageing | June 30, 2024 (HKD thousands) | December 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 48,674 | 44,441 | | 31 to 60 days | 3,114 | 2,967 | | 61 to 90 days | 1,694 | 240 | | 91 to 180 days | 1,004 | 695 | | 181 to 365 days | 224 | 26 | | Over 1 year | 502 | 530 | | Total | 55,212 | 48,899 | 14. Convertible Bonds On June 17, 2024, the company issued convertible bonds with a total principal amount of 2 million HKD, an annual interest rate of 8%, maturing on June 17, 2025, and featuring conversion and early redemption options; the convertible bonds are treated as a compound instrument comprising liability and derivative liability components - The Company issued convertible bonds with a total principal amount of 2,000,000 HKD on June 17, 2024, bearing an annual interest rate of 8% and maturing on June 17, 2025[46] - The convertible bonds grant holders the right to convert them into ordinary shares at a conversion price of 0.50 HKD per share, subject to conversion price adjustment terms[46] Components of Convertible Bonds (As of June 30) | Item | June 30, 2024 (HKD thousands) | | :--- | :--- | | Face value of convertible bonds issued | 2,000 | | Derivative component | (37) | | Liability component (at issue date) | 1,881 | | Interest received | 10 | | Liability component (as of June 30, 2024) | 1,891 | | Derivative component (as of June 30, 2024) | 37 | Fair Value Measurement Assumptions for Derivative Component (As of June 30) | Assumption | June 30, 2024 | Issue Date | | :--- | :--- | :--- | | Weighted average share price | 0.490 | 0.500 | | Weighted average exercise price | 0.500 | 0.500 | | Expected volatility | 88.98% | 88.98% | | Expected life | 0.96 years | 1 year | | Risk-free interest rate | 4.12% | 4.12% | | Expected dividend yield | 0.00% | 0.00% | 15. Directors' and Key Management Personnel's Emoluments For the six months ended June 30, 2024, the total emoluments for directors and other key management personnel amounted to 8.980 million HKD, an increase compared to the same period last year Directors' and Key Management Personnel's Emoluments (For the six months ended June 30) | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Directors' and other key management personnel's emoluments | 8,980 | 5,864 | 16. Disposal of a Subsidiary The Group disposed of Maximus Group on January 24, 2024, receiving cash consideration of 1.820 million HKD and recognizing a gain on disposal of a subsidiary of 2.554 million HKD - The Group disposed of Maximus Group on January 24, 2024, receiving cash consideration of 1,820,000 HKD[52] Gain on Disposal of Maximus Group (As of January 24) | Item | HKD thousands | | :--- | :--- | | Consideration received: cash and cash equivalents | 1,820 | | Net liabilities disposed of | 1,132 | | Non-controlling interests | (398) | | Gain on disposal of a subsidiary | 2,554 | | Net cash inflow from disposal | 1,522 | 17. Equity-Settled Share-Based Payment Transactions The company has an share option scheme to reward contributors; for the six months ended June 30, 2024, the Group recognized approximately 2.977 million HKD in equity-settled share-based payments related to share options, with 20.2 million outstanding share options at period-end - The Company has an share option scheme to provide incentives and rewards to eligible participants who have contributed to the successful operation of the Group[55] Movement in Share Options (For the six months ended June 30) | Item | June 30, 2024 (Number of share options) | June 30, 2023 (Number of share options) | | :--- | :--- | :--- | | Outstanding at beginning of period | 17,800,000 | – | | Granted during the period | 4,800,000 | 24,000,000 | | Lapsed during the period | (2,400,000) | (7,200,000) | | Outstanding at end of period | 20,200,000 | 16,800,000 | | Exercisable at end of period | 9,600,000 | – | - For the six months ended June 30, 2024, the Group recognized approximately 2,977,000 HKD in equity-settled share-based payments related to share options granted by the Company[61] 18. Share Capital As of June 30, 2024, the company's authorized share capital and number of issued and fully paid ordinary shares remained consistent with the end of 2023, with no changes occurring Share Capital (As of June 30) | Item | June 30, 2024 (Thousands of shares) | December 31, 2023 (Thousands of shares) | | :--- | :--- | :--- | | Authorized share capital (HKD 0.01 per share) | 5,000,000 | 5,000,000 | | Issued and fully paid ordinary shares | 546,680 | 546,680 | | Amount (HKD thousands) | 5,467 | 5,467 | - During 2023, the company increased its issued share capital through placing of new shares and subscription of new shares[62][63] 19. Fair Value Measurement of Financial Instruments As of June 30, 2024, there were no significant differences between the fair values and carrying amounts of the Group's financial assets and liabilities; unlisted equity securities are measured at Level 2 fair value, and the embedded derivative component of convertible bonds is measured at Level 3 fair value - As of June 30, 2024, and December 31, 2023, there were no significant differences between the fair values and carrying amounts of the Group's financial assets and liabilities[66] Financial Instruments Measured at Fair Value (As of June 30) | Description | Level 1 (HKD thousands) | Level 2 (HKD thousands) | Level 3 (HKD thousands) | Total (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss (non-current): Unlisted equity securities | – | 4,136 | – | 4,136 | | Financial liabilities (current): Embedded derivative component of convertible bonds | – | – | (37) | (37) | Reconciliation of Level 3 Fair Value Measurements (Derivative Component) | Grant Date | Derivative Component (HKD thousands) | | :--- | :--- | | As of January 2024 (audited) | – | | Issuance of convertible bonds | 37 | | As of June 30, 2024 (unaudited) | 37 | Level 3 Fair Value Measurement Information (Embedded Derivative Component of Convertible Bonds) | Valuation Technique | Significant Unobservable Input | Range | Impact of Increase in Input on Fair Value | | :--- | :--- | :--- | :--- | | Binomial option pricing model | Expected volatility | 88.98% | Increase | | | Discount rate | 14.95% | Increase | Management Discussion and Analysis Business Review The Group primarily engages in system integration and maintenance services; to improve its financial position, the continuously loss-making cybersecurity services segment, Maximus Group, has been disposed of; concurrently, the Group is actively exploring digital asset technology trends and plans to enter the financial services sector through the acquisition of an asset management company - The Group primarily engages in providing system integration and maintenance services for systems with network connectivity, cloud computing, and cybersecurity functions[75] - Given the poor performance and continuous losses of Maximus Group, it was disposed of on January 24, 2024, to improve the Group's overall financial position[75] - The Group is actively developing and evaluating digital asset technology trends such as NFT, blockchain, and the metaverse, and plans to enter the financial services sector through the acquisition of a Hong Kong asset management company[75] Movement in Outstanding Order Book (For the six months ended June 30) | Item | Amount (HKD thousands) | | :--- | :--- | | Outstanding orders at beginning of period (January 1, 2024) | 202,707 | | New orders during the period | 213,136 | | Revenue recognized during the period | 216,959 | | Outstanding orders at end of period (June 30, 2024) | 198,884 | Financial Review For the six months ended June 30, 2024, the Group's revenue increased by 15.2%, but gross profit slightly decreased; the loss for the period significantly reduced by 36.9%, mainly due to the turnaround of discontinued operations; the asset and liability structure remained robust, with ample liquidity Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Indicator | 2024 (HKD thousands) | 2023 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 216,959 | 188,360 | 28,599 | 15.2 | | Gross profit | 22,609 | 24,511 | (1,902) | (7.8) | | Selling and administrative expenses | (31,661) | (28,989) | (2,672) | 9.2 | | Loss for the period | (4,312) | (6,838) | 2,526 | (36.9) | - Revenue increased by 15.2% to 217.0 million HKD, primarily due to increased cloud infrastructure maintenance service orders in South Korea and revenue growth in Hong Kong[77] - Gross profit slightly decreased by 7.8% to 22.6 million HKD, mainly due to an increase in cost of services[79] - Selling and administrative expenses increased by 9.2% to 31.7 million HKD, primarily due to equity-settled share-based payments[80] Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2024 (HKD thousands) | December 31, 2023 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 63,560 | 72,162 | (8,602) | (11.9) | | Current assets | 189,653 | 203,757 | (14,104) | (6.9) | | Current liabilities | 72,053 | 84,764 | (12,711) | (15.0) | | Non-current liabilities | 7,583 | 8,156 | (573) | (7.0) | | Net assets | 173,577 | 182,999 | (9,422) | (5.1) | - The current ratio was 2.6 times (December 31, 2023: 2.4 times), reflecting sufficient financial resources[88] - The gearing ratio was 7.1% (December 31, 2023: 6.4%), with the increase primarily due to the issuance of convertible bonds[88] Revenue For the six months ended June 30, 2024, the Group's revenue increased by 15.2% year-on-year to 217.0 million HKD, primarily driven by increased cloud infrastructure maintenance service orders in South Korea and revenue growth in Hong Kong - Korean operations contributed 213.3 million HKD in revenue, a 13.2% year-on-year increase; Hong Kong operations contributed 3.7 million HKD in revenue, a 100% year-on-year increase[78] - System integration, maintenance services, and other services segments accounted for 60.5%, 37.8%, and 1.7% of total revenue, respectively[78] - The public sector contributed 129.6 million HKD in revenue, an increase of 13.5%; the private sector contributed 87.4 million HKD in revenue, an increase of 17.8%[78] Gross Profit For the six months ended June 30, 2024, the Group's gross profit slightly decreased by 7.8% to 22.6 million HKD, primarily due to an increase in cost of services - Gross profit decreased from 24.5 million HKD to 22.6 million HKD, a reduction of approximately 1.9 million HKD or 7.8%[79] - The decrease in gross profit was primarily due to an increase in cost of services[79] Selling and Administrative Expenses For the six months ended June 30, 2024, the Group's selling and administrative expenses increased by 9.2% to 31.7 million HKD, mainly impacted by equity-settled share-based payments - Selling and administrative expenses increased by approximately 2.7 million HKD or 9.2% to 31.7 million HKD[80] - This increase was primarily due to equity-settled share-based payments[80] Loss for the Period For the six months ended June 30, 2024, the Group's loss for the period was 4.3 million HKD, a reduction of 2.5 million HKD compared to the same period last year, indicating a narrowed loss - The Group recorded a loss of approximately 4.3 million HKD for the six months ended June 30, 2024, representing a decrease of 2.5 million HKD compared to the loss for the corresponding period in 2023[81] Non-current Assets As of June 30, 2024, the Group's non-current assets decreased by 8.6 million HKD to 63.6 million HKD, mainly due to reductions in property, plant and equipment, intangible assets, prepayments, and deferred tax assets - Non-current assets decreased by 8.6 million HKD to 63.6 million HKD[83] - Key reductions include property, plant and equipment by 4.2 million HKD, intangible assets by 1.1 million HKD, prepayments by 2.0 million HKD, and deferred tax assets by 0.7 million HKD[83] Current Assets As of June 30, 2024, the Group's current assets decreased by 14.1 million HKD to 190.0 million HKD, primarily due to a reduction in cash and cash equivalents resulting from cash used in operating activities and trade and other receivables - Current assets decreased by approximately 14.1 million HKD to 190.0 million HKD[84] - This was mainly due to a decrease in cash and cash equivalents resulting from cash used in operating activities and trade and other receivables[84] Current Liabilities As of June 30, 2024, the Group's current liabilities decreased by 12.8 million HKD to 72.0 million HKD, primarily due to the repayment of trade and other payables - Current liabilities decreased by 12.8 million HKD to 72.0 million HKD[85] - This was primarily due to the repayment of trade and other payables[85] Non-current Liabilities As of June 30, 2024, the Group's non-current liabilities decreased by 0.6 million HKD to 7.6 million HKD, primarily comprising loans from shareholders and lease liabilities - Non-current liabilities decreased by approximately 0.6 million HKD or 7.0% to approximately 7.6 million HKD[86] - This primarily includes loans from shareholders of approximately 5.6 million HKD and lease liabilities of approximately 1.9 million HKD[86] Net Assets As of June 30, 2024, the Group's net assets slightly decreased by 9.4 million HKD to 173.6 million HKD - Net assets slightly decreased by approximately 9.4 million HKD from 183.0 million HKD to 173.6 million HKD[87] Liquidity and Financial Resources As of June 30, 2024, the Group's net current assets were 117.6 million HKD, with a current ratio of 2.6 times, indicating ample financial resources; the gearing ratio slightly increased due to the issuance of convertible bonds - Net current assets were 117.6 million HKD, indicating robust liquidity[88] - The current ratio was 2.6 times, reflecting sufficient financial resources[88] - The gearing ratio was 7.1%, an increase from 6.4% at the end of last year, primarily due to the issuance of convertible bonds[88] - Cash and cash equivalents at period-end were approximately 71.5 million HKD, with no bank borrowings[88] Foreign Exchange Risk The Group's Korean operations face currency risk from Korean Won-denominated revenue and US Dollar-denominated procurement, mitigated by adding a profit margin to cost calculations as a reserve against exchange rate fluctuations; Hong Kong operations have no currency risk - The currency risk for Korean operations primarily arises from the currency difference between Korean Won-denominated revenue and US Dollar-denominated procurement[89] - This risk is mitigated by adding a profit margin to cost calculations as a reserve against adverse exchange rate movements[89] - Hong Kong operations have no currency risk as both revenue and costs are denominated in HKD[89] Pledge of Group Assets As of June 30, 2024, the Group had no pledged assets - As of June 30, 2024, the Group had no pledged assets[90] Material Investments and Capital Assets For the six months ended June 30, 2024, the Group had no material investments and capital assets - The Group had no material investments and capital assets for the six months ended June 30, 2024[91] Material Acquisitions and Disposals of Subsidiaries During the period, the Group disposed of the continuously loss-making Maximus Group and plans to acquire a Hong Kong company engaged in asset management to expand into the financial services sector - On January 24, 2024, a 64.86% equity interest in Maximus Group was disposed of for a cash consideration of 1.82 million HKD[92] - The Group plans to acquire a Hong Kong company primarily engaged in providing Type 9 (asset management) regulated activities under the Securities and Futures Ordinance, with a consideration of 3 million HKD to be settled by allotment and issuance of consideration shares[92] - This acquisition aims to integrate VA Asset Management into the Group's existing business and technology, with the expectation of increasing future profits and returns[92] Contingent Liabilities As of June 30, 2024, the Group had no material contingent liabilities - As of June 30, 2024, the Group had no material contingent liabilities[93] Capital Commitments As of June 30, 2024, the Group had no material capital commitments - As of June 30, 2024, the Group had no material capital commitments[94] Employees and Remuneration Policy As of June 30, 2024, the Group had 221 employees, with remuneration determined by job scope and performance, and an share option scheme in place; the Group emphasizes employee training to enhance competitiveness - As of June 30, 2024, the Group had a total of 221 employees[96] - For the six months ended June 30, 2024, total employee costs (including directors' emoluments) were approximately 42.0 million HKD[96] - The Group has adopted an share option scheme and granted several share options during the period to reward employees[96] Placing of New Shares under General Mandate on August 24, 2023 On August 24, 2023, the company completed the placing of 66,005,000 new shares, raising net proceeds of approximately 51.70 million HKD, which have been used to repay debt, invest in technology businesses, and supplement working capital - On August 24, 2023, the company placed 66,005,000 new shares at 0.79 HKD per share, raising net proceeds of approximately 51.70 million HKD[97] Use of Proceeds from Placing of New Shares (As of June 30) | Planned Use | Planned Use (HKD millions) | Actual Use (HKD millions) | | :--- | :--- | :--- | | Repayment of Group debts | 15.00 | 15.00 | | Exploring business opportunities and/or investing in businesses or latest technologies | 32.70 | 32.70 | | Supplementing the Group's working capital | 4.00 | 4.00 | | Total | 51.70 | 51.70 | Subscription of New Shares under General Mandate on October 25, 2023 On October 25, 2023, the company completed the subscription of 675,000 new shares, raising net proceeds of approximately 480,000 HKD, which have been fully used for the company's general working capital - On October 25, 2023, the company issued 675,000 subscription shares to an employee at 0.74 HKD per share, raising net proceeds of approximately 480,000 HKD[98] - The net proceeds have been fully used for the Company's general working capital[98] Subscription of Convertible Bonds under General Mandate on June 7, 2024 On June 7, 2024, the company entered into a subscription agreement with an independent third party, Mr. Wong Chun Sau, for the issuance of convertible bonds with a total principal amount of 2 million HKD, raising net proceeds of approximately 1.9 million HKD, intended for the operations and business expansion following the acquisition of VA Investment - On June 7, 2024, the company issued convertible bonds with a total principal amount of 2,000,000 HKD, a conversion price of 0.50 HKD per share, and an annual interest rate of 8.00%[99] - The net proceeds of approximately 1,900,000 HKD are intended to fund the operations and business expansion following the acquisition of VA Investment Management Limited[99] - No conversion of convertible bonds occurred during the six months ended June 30, 2024[99] Convertible Bonds Summary | Item | Details | | :--- | :--- | | Reason for issuance | Mr. Wong's confidence in the Group's business, proceeds for VA Investment's operations and business expansion | | Class of conversion shares | Ordinary shares | | Number of conversion shares to be issued | 4,000,000 shares | | Conversion price | 0.50 HKD | | Total funds raised | 2,000,000 HKD (net proceeds approximately 1,900,000 HKD) | Use of Proceeds from Convertible Bonds (As of June 30) | Planned Use | Planned Use (HKD millions) | Actual Use (HKD millions) | | :--- | :--- | :--- | | Funding operations and business expansion of VA Investment after its acquisition | 1.9 | 0.0 | Material Events After Reporting Period Except as disclosed in this interim report, no material subsequent events occurred between June 30, 2024, and the date of this interim report for the company or the Group - Except as disclosed in this interim report, no material subsequent events occurred between June 30, 2024, and the date of this interim report for the Company or the Group[101] Prospects The Group's management team will continue to leverage and enhance its expertise and technical experience in digital assets, closely monitor market conditions, and seek new projects and transaction opportunities to generate economic value and benefits for shareholders - The Group's management team will continue to leverage and enhance its expertise and technical experience related to digital assets[102] - The Group believes that the development of digital assets brings new business opportunities and enhances market competitiveness[102] - The management team is closely monitoring market conditions, seeking opportunities to undertake new projects and transactions to generate economic value and benefits for shareholders[102] Other Information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures of the Company and its Associated Corporations As of June 30, 2024, Ms. Tao Hung Har, Mr. Li Shing Hon, and Mr. Cheung Ting Pong held long positions in the company's shares or share options, with Ms. Tao holding 35.20% of the shares through a controlled corporation Directors' and Chief Executive's Long Positions in Shares (As of June 30) | Name of Director/Chief Executive | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Ms. Tao Hung Har | Interest in controlled corporation | 192,411,750 | 35.20% | | Mr. Li Shing Hon | Jointly held interest with other persons/Interest in controlled corporation | 14,000,000 | 2.56% | | Mr. Cheung Ting Pong | Beneficial owner (share options) | 4,800,000 | 0.88% | - Mr. Cheung Ting Pong directly holds share options entitling him to subscribe for 4,800,000 shares under the share option scheme[103] Substantial Shareholders' Interests in Shares and Underlying Shares As of June 30, 2024, Wah Che Investment Holdings Limited, Wealthy Investment Development Limited, Mr. Tao Kwok Lam, and Ms. Hon Lok Yung were substantial shareholders, with Wah Che holding 35.20% of the shares Substantial Shareholders' Long Positions in Shares (As of June 30) | Name of Shareholder | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Wah Che Investment Holdings Limited | Beneficial owner | 192,411,750 | 35.20% | | Wealthy Investment Development Limited | Beneficial owner | 50,000,000 | 9.15% | | Mr. Tao Kwok Lam | Beneficial owner/Interest in controlled corporation | 72,917,327 | 13.34% | | Ms. Hon Lok Yung | Spouse's interest | 72,917,327 | 13.34% | - Wah Che Investment Holdings Limited is wholly owned by Ms. Tao Hung Har[104] - Mr. Tao Kwok Lam is deemed to have an interest in the 50,000,000 shares held by Wealthy Investment Development Limited, and his spouse, Ms. Hon Lok Yung, is also deemed to have the same interest[104] Share Option Scheme The company's share option scheme aims to reward contributors, with a total of 40,000,000 shares available for issuance under the scheme; as of June 30, 2024, 20,200,000 share options remained outstanding, and 5,400,000 shares were available for future grants - The share option scheme aims to encourage or reward eligible participants for their contributions to the Group and/or enable the Group to recruit and retain excellent employees[107] - The total number of shares available for issuance under the share option scheme is 40,000,000 shares[106] - For the six months ended June 30, 2024, a total of 2,400,000 share options lapsed; no share options were exercised, and 9,600,000 share options were exercisable[111] - As of June 30, 2024, 5,400,000 shares were available for future grants under the existing share option scheme mandate limit[111] Code of Conduct Regarding Securities Transactions by Directors The company has adopted a code for securities dealings no less exacting than required by the GEM Listing Rules, and all directors confirmed compliance for the six months ended June 30, 2024 - The Company has adopted a code for securities dealings no less exacting than the required standard of dealings by directors set out in Rules 5.48 to 5.67 of the GEM Listing Rules[112] - Each Director has confirmed their compliance with the code for securities dealings for the six months ended June 30, 2024[112] Directors' Interests in Competing Businesses For the six months ended June 30, 2024, none of the company's directors, controlling shareholders, or their respective associates had any interests in businesses that compete or may compete with the Group's business - For the six months ended June 30, 2024, none of the Company's directors or controlling shareholders or their respective associates had any interests in businesses that compete or may compete with the Group's business[113] Corporate Governance Practices The company is committed to fulfilling its responsibilities to shareholders through robust corporate governance and complies with the code provisions of the Corporate Governance Code in Appendix C1 Part 2 of the GEM Listing Rules - The Company is committed to fulfilling its responsibilities to shareholders through robust corporate governance and safeguarding and enhancing shareholder value[113] - The Company has complied with the code provisions of the Corporate Governance Code for the six months ended June 30, 2024[113] Purchase, Sale, and Redemption of the Company's Securities For the six months ended June 30, 2024, neither the company nor its subsidiaries purchased, sold, or redeemed any shares listed on GEM - For the six months ended June 30, 2024, the Company did not redeem any of its shares listed on GEM, and neither the Company nor any of its subsidiaries purchased or sold any such shares[114] Changes in Directors' Information Effective April 17, 2024, Ms. Tao Hung Har was re-designated as a non-executive director, Mr. Cheung Ting Pong was appointed Vice Chairman and Chief Executive Officer and resigned as Joint Company Secretary, and Mr. Li Shing Hon resigned as Chief Executive Officer but remains an executive director - Executive Director Ms. Tao Hung Har was re-designated as a non-executive director, effective April 17, 2024[115] - Executive Director Mr. Cheung Ting Pong was appointed Vice Chairman of the Board and Chief Executive Officer of the Company, and resigned as Joint Company Secretary of the Company, effective April 17, 2024[115] - Executive Director Mr. Li Shing Hon resigned as Chief Executive Officer of the Company but remains an executive director, effective April 17, 2024[115] Audit Committee The company's Audit Committee comprises three independent non-executive directors, chaired by Mr. Chan Kin Ming, with primary responsibilities including reviewing financial information, risk management, internal controls, and relations with external auditors - The Audit Committee comprises three independent non-executive directors: Mr. Chan Kin Ming (Chairman), Mr. Lam Chi Cheung, and Mr. Leung Ho Ming[117] - The primary responsibilities of the Audit Committee are to assist the Board in reviewing financial information and reporting procedures, risk management and internal control systems and internal audit functions, audit plans, and relations with external auditors[117] Review of Interim Results The Group's interim results for the six months ended June 30, 2024, were not audited by external auditors but have been reviewed by the Audit Committee and deemed to comply with applicable accounting standards and disclosure requirements - The Group's interim results for the six months ended June 30, 2024, were not audited by external auditors[118] - The interim results have been reviewed by the Audit Committee, which is of the opinion that their preparation complies with applicable accounting standards and requirements and the GEM Listing Rules, and that adequate disclosures have been made[118] Interim Dividend The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2024 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2024[119] Acknowledgements The company extends its sincere gratitude to its shareholders, business partners, subcontractors, customers, and dedicated employees - The company extends its sincere gratitude to its shareholders, business partners, subcontractors, and customers for their continuous support[120] - The company also thanks its dedicated employees for their contributions to the Group's success[120] Information Disclosure The company's interim report has been published on the HKEX website and the company's website and will be promptly and properly dispatched to shareholders - The company's interim report will be published on the HKEX website and the company's website, and will be promptly and properly dispatched to shareholders[121]