辰罡科技(08131) - 2025 - 中期财报

Company Information and Declarations This section outlines the characteristics of the GEM market, directors' responsibilities, and disclaimers regarding the report's content GEM Characteristics and Disclaimer This section describes the characteristics of the GEM market, noting its high investment risk and lack of guaranteed liquidity, while the Stock Exchange disclaims responsibility for the report's content - The GEM market provides a listing platform for small and medium-sized companies, but carries higher investment risks and does not guarantee high liquidity[3] Directors' Responsibility Statement The company's directors collectively and individually assume full responsibility for this report, confirming its truthfulness, completeness, and absence of misleading or fraudulent information - All directors of the company jointly and individually assume full responsibility for this report, confirming the information is true, complete, and not misleading[4] Interim Results Summary Chengang Technology's unaudited revenue for the six months ended May 31, 2025, increased by 37.1% to HKD 17.611 million, with net loss significantly narrowing by 63.1% to HKD 1.906 million, and basic loss per share decreasing to 0.42 HK cents, indicating improved profitability 2025 H1 Key Financial Data Comparison | Indicator | Six Months Ended May 31, 2025 (HKD thousands) | Six Months Ended May 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 17,611 | 12,850 | +37.1% | | Net Loss | (1,906) | (5,165) | -63.1% | | Basic Loss Per Share | HK cents (0.42) | HK cents (1.09) | -61.47% | Condensed Consolidated Financial Statements This section presents the company's unaudited condensed consolidated statement of profit or loss and other comprehensive income, statement of financial position, statement of cash flows, and statement of changes in equity for the six months ended May 31, 2025, detailing the group's financial performance, asset-liability structure, cash flows, and changes in shareholders' equity Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended May 31, 2025, revenue increased by 37.1%, but a larger increase in cost of sales led to a 44.25% decrease in gross profit; however, a swing from net other loss to income and effective control over operating expenses significantly narrowed operating and pre-tax losses, reducing the loss for the period by 63.1% Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Six Months Ended May 31) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 17,611 | 12,850 | +37.1% | | Cost of Sales | (14,837) | (7,874) | +88.4% | | Gross Profit | 2,774 | 4,976 | -44.25% | | Net Other Income or Losses | 1,693 | (1,792) | N/A (Swing from loss to income) | | Loss from Operations | (1,118) | (4,469) | -74.9% | | Loss Before Tax | (1,906) | (5,165) | -63.1% | | Loss and Total Comprehensive Loss for the Period | (1,906) | (5,165) | -63.1% | | Basic Loss Per Share (HK cents) | (0.42) | (1.09) | -61.47% | Condensed Consolidated Statement of Financial Position As of May 31, 2025, the company's total assets decreased compared to November 30, 2024, and total equity swung from positive to negative, indicating financial challenges, with a significant expansion in net current liabilities suggesting increased short-term repayment pressure Condensed Consolidated Statement of Financial Position (As of May 31) | Indicator | May 31, 2025 (HKD thousands) | November 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 24,671 | 27,151 | -9.0% | | Equity Attributable to Owners of the Company | (1,347) | 646 | N/A (Swing from positive to negative) | | Total Equity | (1,333) | 573 | N/A (Swing from positive to negative) | | Total Liabilities | 26,004 | 26,578 | -2.2% | | Net Current Liabilities | (2,174) | (292) | +644.5% | Condensed Consolidated Statement of Cash Flows For the six months ended May 31, 2025, the company's operating cash flow shifted from a net inflow to a net outflow compared to the prior year, resulting in a net decrease in cash and cash equivalents and a significant decline in the period-end cash balance Condensed Consolidated Statement of Cash Flows (Six Months Ended May 31) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Net Cash (Used in) / Generated from Operating Activities | (4,755) | 7,358 | Swing from generated to used | | Net Cash Generated from Investing Activities | 3 | – | Small inflow | | Net Cash Used in Financing Activities | (154) | (223) | Reduced usage | | Net (Decrease) / Increase in Cash and Cash Equivalents | (4,906) | 7,135 | Swing from increase to decrease | | Cash and Cash Equivalents at End of Period | 6,588 | 13,258 | -50.3% | Condensed Consolidated Statement of Changes in Equity As of May 31, 2025, equity attributable to owners of the company and total equity both swung from positive to negative compared to the prior year, reflecting the erosion of shareholders' equity by the loss for the period Condensed Consolidated Statement of Changes in Equity (As of May 31) | Indicator | May 31, 2025 (HKD thousands) | May 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Total Attributable to Owners of the Company | (1,347) | 3,010 | Swing from positive to negative | | Non-controlling Interests | 14 | – | New addition | | Total Equity | (1,333) | 3,010 | Swing from positive to negative | Notes to the Condensed Consolidated Interim Financial Statements This section details the basis of preparation, accounting policies, and impact of new accounting standards for the condensed consolidated interim financial statements, along with specific disclosures and analysis of key financial items such as revenue, segment information, other income, loss components, finance costs, taxation, dividends, loss per share, receivables, reserves, and payables Basis of Preparation The condensed consolidated interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA, complying with GEM Listing Rules and Hong Kong Companies Ordinance disclosure requirements, and have been reviewed by the audit committee but not audited by the company's auditors - The condensed consolidated interim financial statements are prepared under HKAS 34, reviewed by the audit committee, but not audited by the company's auditors[11] Impact of New Hong Kong Financial Reporting Standards and Hong Kong Accounting Standards The Group first adopted new and revised Hong Kong Financial Reporting Standards and Hong Kong Accounting Standards effective from December 1, 2024, which, apart from leading to new accounting policies and additional disclosures in certain cases, had no significant impact on the financial statements for the current period - The first adoption of new and revised HKFRS and HKAS had no significant impact on the financial statements, except for new accounting policies and additional disclosures[12] Revenue The Group primarily derives revenue from professional services, computer software licensing and related services, maintenance services, sales of computer hardware and related products, and fintech resource services; for the six months ended May 31, 2025, total revenue grew significantly, with maintenance services being the main driver, while computer software licensing and fintech resource services revenue decreased Revenue Breakdown (Six Months Ended May 31) | Revenue Source | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Provision of professional services | 1,086 | – | N/A (New) | | Computer software licensing and provision of related services | 1,304 | 1,676 | -22.2% | | Provision of maintenance services | 10,077 | 5,658 | +78.1% | | Sales of computer hardware and related products | – | 18 | N/A (Ceased) | | Provision of fintech resource services | 5,144 | 5,498 | -6.5% | | Total Revenue | 17,611 | 12,850 | +37.1% | Segment Information The Group's business is divided into financial solutions and support services segments; the financial solutions segment saw significant revenue growth but swung from profit to loss, while the support services segment experienced growth in both revenue and results; central administrative costs decreased significantly, and financial assets at fair value through profit or loss swung from loss to gain, positively impacting the narrowing of the overall loss before tax Segment Revenue and Results For the six months ended May 31, 2025, the financial solutions segment's revenue grew by 57.2% but its segment result swung from profit to loss, while the support services segment's revenue increased by 10.1% and its result also grew; central administrative costs significantly decreased, and financial assets at fair value through profit or loss swung from loss to gain, collectively contributing to a substantial narrowing of the loss before tax Segment Revenue and Results (Six Months Ended May 31) | Segment | 2025 Revenue (HKD thousands) | 2024 Revenue (HKD thousands) | Revenue Change (%) | 2025 Segment Result (HKD thousands) | 2024 Segment Result (HKD thousands) | Result Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Financial Solutions | 11,559 | 7,352 | +57.2% | (1,651) | 1,701 | Swing from profit to loss | | Support Services | 6,052 | 5,498 | +10.1% | 149 | 84 | +77.4% | | Total | 17,611 | 12,850 | +37.1% | (1,502) | 1,785 | Swing from profit to loss | | Central Administrative Costs | | | | (1,306) | (4,269) | -69.4% | | Fair Value Gain / (Loss) on Financial Assets at Fair Value Through Profit or Loss | | | | 1,695 | (1,987) | Swing from loss to gain | Segment Assets and Liabilities As of May 31, 2025, both assets and liabilities of the financial solutions segment decreased, while those of the support services segment increased; overall, the Group's consolidated total assets and total liabilities slightly decreased Segment Assets and Liabilities (As of May 31) | Segment | 2025 Assets (HKD thousands) | 2024 Assets (HKD thousands) | Asset Change (%) | 2025 Liabilities (HKD thousands) | 2024 Liabilities (HKD thousands) | Liability Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Financial Solutions | 13,903 | 24,164 | -42.4% | 9,767 | 12,005 | -18.7% | | Support Services | 3,172 | 2,606 | +21.7% | 1,228 | 483 | +154.2% | | Consolidated Total Assets | 24,671 | 30,120 | -18.1% | Consolidated Total Liabilities | 26,004 | 27,110 | -4.1% | Other Segment Information For the six months ended May 31, 2025, depreciation expense for property, plant and equipment decreased, while depreciation expense for right-of-use assets significantly increased, reflecting changes in asset structure and usage Other Segment Information (Six Months Ended May 31) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 29 | 51 | -43.1% | | Depreciation of right-of-use assets | 179 | 7 | +2457.1% | Geographical Segments All of the Group's revenue and non-current assets are derived from Hong Kong, thus no geographical segment information is presented - All Group revenue and non-current assets are located in Hong Kong, thus no geographical segment information is presented[22] Information about Major Customers For the six months ended May 31, 2025, Customer A contributed HKD 2.182 million in revenue to the Group, primarily from the support services segment, becoming a major customer contributing over 10% of total revenue during the period - Customer A contributed HKD 2,182 thousand in revenue in H1 2025, primarily from the support services segment[23] Net Other Income or Losses For the six months ended May 31, 2025, the Group's net other income or losses swung from a loss of HKD 1.792 million in the prior year to an income of HKD 1.693 million, primarily due to fair value gains on financial assets at fair value through profit or loss Net Other Income or Losses (Six Months Ended May 31) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Fair value gain / (loss) on financial assets at fair value through profit or loss | 1,695 | (1,987) | Swing from loss to gain | | Total | 1,693 | (1,792) | Swing from loss to gain | Loss Before Tax For the six months ended May 31, 2025, the Group's loss before tax significantly narrowed, mainly due to a substantial 66.5% reduction in staff costs (excluding directors' emoluments) and a decrease in depreciation of property, plant and equipment, despite a significant increase in depreciation of right-of-use assets Loss Before Tax Components (Six Months Ended May 31) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 29 | 51 | -43.1% | | Depreciation of right-of-use assets | 179 | 7 | +2457.1% | | Staff costs (excluding directors' emoluments) | 2,383 | 7,108 | -66.5% | Finance Costs For the six months ended May 31, 2025, the Group's finance costs increased compared to the prior year, primarily comprising imputed interest expense on promissory notes and interest expense on lease liabilities Finance Costs (Six Months Ended May 31) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Imputed interest expense on promissory notes | 769 | 693 | +11.0% | | Interest expense on lease liabilities | 19 | 3 | +533.3% | | Total | 788 | 696 | +13.2% | Income Tax Expense For the six months ended May 31, 2025 and 2024, the Group incurred no income tax expense, primarily because Hong Kong entities had sufficient tax losses carried forward or no assessable profits, while the Bermuda-registered entity was exempt from profits tax - No income tax expense for the period, as Hong Kong entities had tax losses carried forward or no assessable profits, and the Bermuda entity was exempt[27] Dividends The Board of Directors does not recommend the payment of an interim dividend for the six months ended May 31, 2025, consistent with the prior year - The Board of Directors does not recommend an interim dividend for the six months ended May 31, 2025[28] Loss Per Share For the six months ended May 31, 2025, basic loss per share attributable to owners of the company significantly narrowed to 0.42 HK cents (compared to 1.09 HK cents in the prior year); diluted loss per share is not presented as there were no potentially dilutive ordinary shares outstanding during either period - Basic loss per share narrowed from 1.09 HK cents to 0.42 HK cents, with no dilutive impact[29][30] Trade and Other Receivables As of May 31, 2025, the Group's total trade and other receivables increased to HKD 10.597 million, with net trade receivables increasing and the largest portion being aged over 360 days, indicating a longer collection cycle for some receivables Trade and Other Receivables (As of May 31) | Indicator | May 31, 2025 (HKD thousands) | November 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Net trade receivables | 8,608 | 7,280 | +18.2% | | Prepayments | 1,132 | 1,597 | -29.2% | | Other receivables | 465 | 389 | +19.5% | | Total | 10,597 | 9,658 | +9.7% | - Among trade receivables, the largest portion is aged over 360 days, amounting to HKD 19,738 thousand as of May 31, 2025[31] Reserves The Group's unaudited reserve amounts and their movements for the current period and the prior year are presented in the condensed consolidated statement of changes in equity - Reserve amounts and their movements are presented in the consolidated statement of changes in equity[32] Trade and Other Payables and Accrued Charges As of May 31, 2025, the Group's trade payables significantly decreased, leading to a slight reduction in total trade and other payables and accrued charges, while the average credit period for suppliers remained between 60 and 180 days Trade and Other Payables and Accrued Charges (As of May 31) | Indicator | May 31, 2025 (HKD thousands) | November 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 123 | 870 | -85.9% | | Accrued charges | 1,320 | 1,663 | -20.6% | | Other payables | 6,183 | 6,050 | +2.2% | | Total | 7,626 | 8,583 | -11.2% | Management Discussion and Analysis Management discusses the Group's financial performance for H1 2025, including reasons for revenue growth and narrowed losses, and elaborates on liquidity, financial resources, risk management, employee policies, and operational review of business segments with future outlook Financial Review For the six months ended May 31, 2025, the Group's revenue grew by 37.1%, and net loss significantly decreased by 63.1%, primarily due to improved net other income or losses and reduced software research and development, sales and marketing, and administrative expenses, with maintenance services revenue being a key driver and staff costs decreasing due to fewer employees - Revenue grew by 37.1% to HKD 17,611 thousand, and net loss decreased by 63.1% to HKD 1,906 thousand, primarily due to the net effect of improved net other income or losses and reduced software R&D, sales and marketing, and administrative expenses[35] - Maintenance services revenue contributed HKD 10,077 thousand, accounting for 57.2% of total revenue, driving growth in line with Hong Kong's expanding IT services market[35] - Operating expenses decreased by 23.7% to HKD 4,476 thousand, mainly due to reduced marketing expenses and sales commissions[36] - Staff costs (excluding directors' emoluments) decreased by 66.5% to HKD 2,383 thousand, primarily due to a reduction in the number of employees[38] Liquidity and Financial Resources The Group maintains a prudent treasury policy, allowing investments only in Hong Kong-listed equity securities, cash, and other short-term bank deposits; as of May 31, 2025, total promissory notes amounted to approximately HKD 15.5 million, and the gearing ratio increased, indicating higher leverage - The Group maintains a prudent treasury policy, investing only in Hong Kong-listed equity securities, cash, and other short-term bank deposits[39] - As of May 31, 2025, total promissory notes amounted to approximately HKD 15,500 thousand, representing unsecured, non-interest-bearing loans[39] - The gearing ratio increased from 0.57 in 2024 to 0.65 in 2025[39] Pledge of Assets As of May 31, 2025, the Group had not pledged or charged any of its assets - As of May 31, 2025, the Group had no assets pledged or charged[40] Foreign Exchange Fluctuation Risk and Related Hedging All of the Group's assets, liabilities, and transactions are denominated in HKD or CAD; the Group's policy is to allow operating entities to borrow local currency when needed to minimize currency risk, and no foreign currency hedging was undertaken during the period - Group assets, liabilities, and transactions are denominated in HKD or CAD, with a policy to borrow local currency to minimize risk, and no foreign currency hedging was undertaken[41][42] Treasury Policy The Group's cash and bank deposits are denominated in HKD and CAD, with core business transactions primarily in HKD; as the Group considers its foreign exchange risk minimal, it does not use any derivative instruments to hedge foreign exchange risk - Core business transactions are primarily in HKD, foreign exchange risk is minimal, and no derivative instruments are used for hedging[43] Contingent Liabilities As of May 31, 2025, the Group had no material contingent liabilities - As of May 31, 2025, the Group had no material contingent liabilities[44] Material Investments For the three months ended May 31, 2025, the Group held no material investments - For the three months ended May 31, 2025, the Group held no material investments[45] Significant Events As of May 31, 2025, the Group had no material capital commitments and no future plans to engage in significant investments or acquire capital assets - As of May 31, 2025, the Group had no material capital commitments and no future plans for significant investments or capital asset acquisitions[46] Employees and Remuneration Policy As of May 31, 2025, the Group employed 25 staff in Hong Kong, a decrease from the prior year; employee remuneration is determined by individual performance, work experience, and market salary levels, including basic salary, MPF, and medical insurance plans - As of May 31, 2025, the Group had 25 employees (35 in 2024), with total staff costs of approximately HKD 2,833 thousand[47] Pension Scheme The Group participates in the Mandatory Provident Fund Scheme for all employees hired under the Hong Kong Employment Ordinance, contributing 5% of employees' relevant income, up to a monthly cap of HKD 30,000 - The Group participates in the Mandatory Provident Fund Scheme for Hong Kong employees, contributing 5% of relevant income, up to a monthly cap of HKD 30,000[48] Operational Review For the six months ended May 31, 2025, the Group's revenue increased by 37.1%, primarily driven by contributions from computer software licensing and related services, maintenance services, fintech resource services, and professional services; the Group remains optimistic about the Hong Kong financial market outlook and plans to strengthen its strategy to seize new business opportunities - Group revenue increased by 37.1% to HKD 17,611 thousand, primarily from computer software licensing and related services, maintenance services (HKD 11,381 thousand), fintech resource services (HKD 5,144 thousand), and professional services (HKD 1,086 thousand)[49] - The Group is optimistic about the Hong Kong financial market outlook and plans to strengthen strategic initiatives to create new business opportunities[50] Financial Solutions Services RegTech solutions and related services continue to yield positive results for the Group, despite increasing market competition; the Group actively addresses challenges and capitalizes on the growing demand for compliance in the financial industry by enhancing its service portfolio, including annual maintenance and other professional services, and marketing activities - RegTech solutions and related services continue to yield positive results, despite increasing market competition[51] - The Group enhances its service portfolio, including annual maintenance and other professional services, and marketing to capitalize on the growing demand for compliance in the financial industry[51] Support Services The Group successfully expanded its support services market through the acquisition of Smart Talent and Global Platform Limited, offering IT professional secondment, recruitment, and other professional services; amidst growing market demand for technological efficiency and fintech talent, the support services segment achieved significant revenue growth, successfully renewing existing client contracts and securing new ones - The Group expanded support services through the acquisition of Smart Talent and Global Platform Limited, offering IT professional secondment, recruitment, and other professional services[52] - Support services segment revenue grew significantly to approximately HKD 1,086 thousand for the six months ended May 31, 2025, with successful renewal of existing client secondment contracts and new professional service contracts[52] Corporate Governance and Equity Information This section discloses the interests and short positions of directors and chief executives, and substantial shareholders in the company's shares, underlying shares, and debentures, along with the audit committee's composition, duties, and work, and the company's compliance with the code for securities transactions by directors and the corporate governance code Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of May 31, 2025, none of the company's directors or chief executives held any long or short positions in the shares, underlying shares, or debentures of the company or its associated corporations that are required to be disclosed under the SFO or GEM Listing Rules - As of May 31, 2025, directors and chief executives held no disclosable long or short positions in the company's or its associated corporations' shares, underlying shares, or debentures[53][54][55][56][57][58][59] Interests Discloseable Under the Securities and Futures Ordinance and Substantial Shareholders As of May 31, 2025, substantial shareholders Bravo Merit Management Groups Limited and its beneficial owner Mr. Leung Wai Ming held a 74.81% long position in the company's shares; no other persons or substantial shareholders were recorded in the register as holding disclosable short positions in the company's shares or underlying shares - Bravo Merit Management Groups Limited and its beneficial owner Mr. Leung Wai Ming hold 355,942,790 ordinary shares, representing 74.81% of the issued share capital[61] - No other persons or substantial shareholders are recorded in the register as holding disclosable short positions in the company's shares or underlying shares[62][63] Audit Committee The company's audit committee comprises three independent non-executive directors, chaired by Mr. Chow Wai Hing, and is responsible for reviewing financial reporting, internal control systems, and the relationship with external auditors; during the period, the audit committee held two meetings, reviewed the Group's unaudited results for the six months ended May 31, 2025, and deemed them prepared in accordance with applicable accounting standards - The audit committee, chaired by Mr. Chow Wai Hing, consists of three independent non-executive directors and reviews financial reporting, internal controls, and external auditor relations[64][65] - The audit committee reviewed the unaudited results for the six months ended May 31, 2025, and found them prepared in accordance with applicable accounting standards[65] Code of Conduct Regarding Securities Transactions by Directors The company has adopted a code of conduct for directors' securities transactions that is no less exacting than the required standard; during the six months ended May 31, 2025, the company was not aware of any non-compliance by any director with this code - The company adopted a code of conduct for directors' securities transactions no less exacting than the required standard, with no non-compliance noted during the period[66] Corporate Governance Code The company is committed to maintaining high standards of corporate governance and has adopted the revised and amended provisions of the Corporate Governance Code set out in Appendix 15 to the GEM Listing Rules; no other non-compliance with the code was identified during the period, except for the frequency of financial reporting updates - The company adopted the revised Corporate Governance Code from Appendix 15 of the GEM Listing Rules, committed to high governance standards[67] Financial Reporting According to the Corporate Governance Code, management should provide monthly financial reporting updates to the Board; however, the company's management provides updates quarterly at regular Board meetings and provides timely updates on any significant changes to all Board members - Management provides financial reporting updates quarterly to the Board, not monthly, but provides timely updates on significant changes[68] Purchase, Sale or Redemption of Listed Securities During the six months ended May 31, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the six months ended May 31, 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities[69] By Order of the Board This report was issued by Executive Director Mr. Wong Kam Chiu for and on behalf of the Board on July 31, 2025, and lists the names of the Board members - The report was issued by Executive Director Mr. Wong Kam Chiu on behalf of the Board on July 31, 2025, listing Board members[69]