智傲控股(08282) - 2025 - 中期业绩

Company Information This section provides an overview of the company's registration, listing, core businesses, and board composition Company Overview and Board Composition Grand Power Holdings Limited (Stock Code: 8282) is an investment holding company listed on GEM, primarily engaged in software services, internet security, big data analysis in China, and game development, operation, distribution, and trade agency services in Hong Kong and other regions - The company was incorporated in the Cayman Islands on April 14, 2010, and its shares have been listed on GEM of the Hong Kong Stock Exchange since January 13, 2016. Its principal business is investment holding, and through its subsidiaries, it provides software services, internet security technology services, and big data analysis services in China, engages in the development, operation, distribution, and publishing of online and mobile games in Hong Kong and other regions, and provides trade agency services[16][17] - The Board of Directors comprises Executive Directors Dr. Liu Yi (Chairman and Chief Executive Officer) and Mr. Wong Kin Wing, and Independent Non-executive Directors Ms. Lok Mei Kwan, Mr. Kam Pak Ting, and Mr. Luk Yik[3][8] - The company's registered office is in the Cayman Islands, its headquarters and principal place of business are in Hangzhou, Zhejiang Province, China, and its principal place of business in Hong Kong is in Wan Chai[8][16] Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the company's financial performance, including revenue, cost of services, gross profit, and net profit for the period Profit or Loss Performance Overview For the six months ended June 30, 2025, revenue significantly increased by 91.8% to HK$38,444 thousand, driven by software services, with profit for the period rising to HK$1,290 thousand, though gross margin narrowed For the Six Months Ended June 30, 2025, Consolidated Statement of Profit or Loss Key Data | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 38,444 | 20,046 | +91.8% | | Cost of services provided | (30,225) | (12,499) | +141.8% | | Gross profit | 8,219 | 7,547 | +8.9% | | Operating profit | 1,290 | 142 | +808.5% | | Profit for the period | 1,290 | 142 | +808.5% | | Profit attributable to owners of the company | 1,350 | 342 | +294.7% | | Basic and diluted earnings per share (HK cents) | 3.39 | 0.41 | +726.8% | - Revenue growth was primarily attributable to an increase of approximately HK$22.0 million in software services revenue[45] - Gross margin decreased from 37.6% in the prior year period to 21.4% in the current period, mainly due to a decrease in the gross margin of the software services business[47] Unaudited Condensed Consolidated Statement of Financial Position This statement provides a snapshot of the company's assets, liabilities, and equity at a specific point in time, highlighting changes in financial health Financial Position Overview As of June 30, 2025, total assets less current liabilities increased to HK$25,691 thousand, with net assets reaching HK$25,555 thousand, driven by higher cash and reduced trade receivables As of June 30, 2025, Consolidated Statement of Financial Position Key Data | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Non-current assets | 12,451 | 12,030 | +421 | | Current assets | 17,896 | 15,418 | +2,478 | | Current liabilities | 4,656 | 4,310 | +346 | | Net current assets | 13,240 | 11,108 | +2,132 | | Total assets less current liabilities | 25,691 | 23,138 | +2,553 | | Net assets | 25,555 | 22,877 | +2,678 | | Equity attributable to owners of the company | 26,400 | 23,662 | +2,738 | - Cash and cash equivalents increased from HK$5,888 thousand as of December 31, 2024, to HK$8,904 thousand as of June 30, 2025[12] - Trade receivables significantly decreased from HK$3,384 thousand as of December 31, 2024, to HK$735 thousand as of June 30, 2025[12] Unaudited Condensed Consolidated Statement of Changes in Equity This statement details the changes in the company's equity components over the period, including profit for the period and foreign currency translation differences Analysis of Changes in Equity For the six months ended June 30, 2025, total equity increased to HK$25,555 thousand, primarily due to profit for the period and foreign exchange differences from overseas operations For the Six Months Ended June 30, 2025, Changes in Equity | Metric | June 30, 2025 (HK$ thousand) | January 1, 2025 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Share capital | 3,800 | 3,800 | 0 | | Share premium | 73,825 | 73,825 | 0 | | Other reserves | 71,458 | 71,458 | 0 | | Translation reserve | 16 | (1,372) | +1,388 | | Accumulated losses | (122,699) | (124,049) | +1,350 | | Subtotal of equity attributable to owners of the company | 26,400 | 23,662 | +2,738 | | Non-controlling interests | (845) | (785) | -60 | | Total equity | 25,555 | 22,877 | +2,678 | - Profit for the period was HK$1,290 thousand, of which HK$1,350 thousand was attributable to owners of the company[13] - Foreign exchange differences arising from the translation of financial statements of overseas operations generated HK$1,388 thousand, positively impacting total comprehensive income[13] Unaudited Condensed Consolidated Statement of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities, reflecting the company's liquidity and solvency Cash Flow Overview For the six months ended June 30, 2025, net cash generated from operating activities was HK$2,973 thousand, a significant improvement from a net outflow in the prior year, with period-end cash increasing to HK$8,904 thousand For the Six Months Ended June 30, 2025, Consolidated Statement of Cash Flows Key Data | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Net cash generated from (used in) operating activities | 2,973 | (6,744) | +9,717 | | Net cash used in investing activities | – | (6,214) | +6,214 | | Net cash generated from financing activities | – | 12,273 | -12,273 | | Net increase (decrease) in cash and cash equivalents | 2,973 | (685) | +3,658 | | Cash and cash equivalents at end of period | 8,904 | 4,002 | +4,902 | - In the first half of 2025, there were no cash flows from investing and financing activities, compared to a net outflow of HK$6,214 thousand from investing activities and a net inflow of HK$12,273 thousand from financing activities in the prior year period[15] - Exchange rate changes had a positive impact of HK$43 thousand on cash and cash equivalents, compared to a negative impact of HK$57 thousand in the prior year period[15] Notes to the Unaudited Condensed Consolidated Financial Statements These notes provide detailed explanations and additional information supporting the figures presented in the primary financial statements, enhancing transparency and understanding Company Information (Notes) Grand Power Holdings Limited, incorporated in Cayman Islands in 2010 and listed on GEM in 2016, is an investment holding company with subsidiaries providing software services, internet security, big data analysis in China, and game development, operation, distribution, and trade agency services in Hong Kong and other regions, with Topliu Limited as its ultimate parent company - The company was incorporated in the Cayman Islands on April 14, 2010, and its shares have been listed on GEM of the Hong Kong Stock Exchange since January 13, 2016[16][17] - Principal businesses include providing software services, internet security technology services, and big data-related analysis services to customers in China; engaging in the development, operation, distribution, and publishing of online and mobile games in Hong Kong and other countries and regions; and acting as an intermediary between buyers and suppliers, earning commissions[17] - The company's parent company and ultimate parent company is Topliu Limited, incorporated in the British Virgin Islands[18] Basis of Preparation and Presentation These unaudited condensed consolidated interim financial statements are prepared in accordance with HKFRSs and GEM Listing Rules, using consistent accounting policies with the 2024 annual report, and have been reviewed by the audit committee - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, as well as the disclosure requirements of the GEM Listing Rules and the Hong Kong Companies Ordinance[19] - The accounting policies and methods of computation used are consistent with those in the 2024 annual report, and the adoption of new and revised Hong Kong Financial Reporting Standards had no significant impact on the financial statements for the current period[19][22] - These unaudited condensed consolidated interim financial statements have not been audited by the auditor but have been reviewed by the Audit Committee[21] Changes in Hong Kong Financial Reporting Standards During the reporting period, the Group first applied certain new and revised HKFRSs, including HKAS 21 (Amendment) "Lack of Exchangeability," which had no significant impact on the Group's financial position or performance - The Group first applied new and revised Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants that are mandatorily effective for annual periods beginning on or after January 1, 2025, including HKAS 21 (Amendment) "Lack of Exchangeability"[22] - The application of these new standards and amendments had no significant impact on the Group's financial position and performance and/or disclosures for the current and prior periods[22] Segment Information (Notes) The company operates in three reportable segments: software services, game business, and trade agency services, with software services becoming the primary revenue source and China contributing the majority of revenue - The Group identifies three operating segments: software services business (internet security technology and big data analysis in China), game business (online and mobile game development, operation, distribution, and publishing in Hong Kong and other countries), and trade agency services (intermediary commission services between buyers and suppliers)[24] For the Six Months Ended June 30, 2025, Segment Revenue and Operating Profit | Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | Revenue YoY Change (%) | 2025 Operating Profit (HK$ thousand) | 2024 Operating Profit (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Software services business | 33,078 | 11,097 | +198.17% | 507 | 764 | | Game business | 2,491 | 8,949 | -72.17% | 70 | (622) | | Trade agency services | 2,875 | – | N/A | 713 | – | | Total | 38,444 | 20,046 | +91.78% | 1,290 | 142 | - By country/region, revenue from China was HK$35,569 thousand (2024: HK$11,097 thousand), and revenue from Hong Kong and other regions was HK$2,875 thousand (2024: HK$8,949 thousand)[27] - For the six months ended June 30, 2025, two customers (Customer A and Customer B) individually contributed over 10% of the Group's total revenue, with Customer B contributing HK$18,665 thousand[28] Revenue and Other Income (Notes) For the six months ended June 30, 2025, total revenue was HK$38,444 thousand, primarily from software services revenue (HK$33,078 thousand), with game services revenue and trade agency services revenue at HK$2,491 thousand and HK$2,875 thousand respectively. Other income totaled HK$6 thousand, a significant decrease from the prior year, mainly due to reduced government grants and other income For the Six Months Ended June 30, 2025, Revenue and Other Income Analysis | Income Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | YoY Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Software services revenue | 33,078 | 11,097 | +21,981 | | Game services revenue | 2,491 | 8,949 | -6,458 | | Trade agency services revenue | 2,875 | – | +2,875 | | Total Revenue | 38,444 | 20,046 | +18,398 | | Government grants | – | 57 | -57 | | Interest income | 4 | 14 | -10 | | Other income | 2 | 104 | -102 | | Total Other Income | 6 | 175 | -169 | - Software services revenue increased by 198.17% year-on-year, while game services revenue decreased by 72.17% year-on-year[29] - There was no government grant income in the first half of 2025, compared to HK$57 thousand in the prior year period[29] Profit Before Income Tax (Notes) For the six months ended June 30, 2025, profit before income tax was HK$1,290 thousand. Amortization of intangible assets, patent fees, and staff costs all decreased from the prior year period, while depreciation of property, plant, and equipment slightly increased For the Six Months Ended June 30, 2025, Key Expense Details | Expense Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | YoY Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Amortization of intangible assets | 396 | 905 | -509 | | Patent fees | – | 3,154 | -3,154 | | Depreciation of property, plant and equipment | 140 | 79 | +61 | | Depreciation of right-of-use assets | 128 | 292 | -164 | | Staff costs (excluding directors' emoluments) | 771 | 853 | -82 | - There were no patent fees in the first half of 2025, compared to HK$3,154 thousand in the prior year period[30] - Staff costs (excluding directors' emoluments) decreased from HK$853 thousand to HK$771 thousand[30] Income Tax Expense (Notes) For the six months ended June 30, 2025, the Group did not generate any assessable profits in China or Hong Kong, thus no income tax provision was made - No provision for China corporate income tax was made as the Group's China companies did not generate any assessable profits in China for the six months ended June 30, 2025[31] - No provision for Hong Kong income tax was made as the Group did not generate any assessable profits in Hong Kong for the six months ended June 30, 2025[31] Dividends (Notes) For the six months ended June 30, 2025, neither the company nor any of its subsidiaries paid or declared any dividends - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries paid or declared any dividends (2024: nil)[32] Earnings Per Share (Notes) For the six months ended June 30, 2025, basic earnings per share significantly increased to 3.39 HK cents, with diluted earnings per share being the same due to no potential dilutive ordinary shares Earnings Per Share (HK cents) | Metric | 2025 (HK cents) | 2024 (HK cents) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic and diluted earnings per share | 3.39 | 0.41 | +726.8% | - Basic earnings per share are calculated based on the profit attributable to owners of the company and the weighted average number of 38,000,000 ordinary shares in issue (2024: 34,699,346 shares)[33] - Diluted earnings per share are the same as basic earnings per share as there were no outstanding ordinary shares with potential dilutive effects as of June 30, 2025[33] Property, Plant and Equipment (Notes) For the six months ended June 30, 2025, the Group did not acquire any property, plant, and equipment - For the six months ended June 30, 2025, the Group did not acquire any property, plant and equipment (2024: approximately HK$514,000)[34] Intangible Assets (Notes) For the six months ended June 30, 2025, the Group did not acquire any intangible assets and made no provision for impairment losses on intangible assets - For the six months ended June 30, 2025, the Group did not acquire any intangible assets (2024: nil), and no provision for impairment losses on intangible assets was made (2024: nil)[35] Trade Receivables (Notes) As of June 30, 2025, trade receivables significantly decreased to HK$735 thousand from HK$3,384 thousand, with all balances aged within 30 days and a general credit period of 60 days Trade Receivables (HK$ thousand) | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Trade receivables | 735 | 3,384 | -2,649 | - The Group generally grants a credit period of within 60 days to its trade debtors[36] - As of the end of the reporting period, all trade receivables (net of impairment losses) were aged within 30 days based on invoice date[37] Trade Payables (Notes) The Group's trade payables primarily consist of amounts due to suppliers, typically with an aging period of within 30 days from the invoice date - The Group's trade payables primarily consist of amounts due to its suppliers, with an aging period of within 30 days from the invoice date[38] Share Capital (Notes) As of June 30, 2025, the company's authorized share capital was HK$10,000,000, divided into 100,000,000 ordinary shares of HK$0.1 each, with issued and fully paid share capital of HK$3,800 thousand, consistent with December 31, 2024 - As of June 30, 2025, the company's authorized share capital was HK$10,000,000, divided into 100,000,000 ordinary shares of HK$0.1 each[39] - The issued and fully paid share capital was HK$3,800 thousand, comprising 38,000,000 ordinary shares, which remained unchanged from December 31, 2024[40] Related Party Transactions (Notes) For the six months ended June 30, 2025, total remuneration for directors and other key management personnel significantly decreased by 75.6% to HK$420 thousand Key Management Personnel Remuneration (HK$ thousand) | Remuneration Category | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Fees, salaries and staff benefits and discretionary bonuses (short-term employee benefits) | 408 | 1,713 | -1,305 | | Defined contribution plans (post-employment benefits) | 12 | 12 | 0 | | Total Remuneration | 420 | 1,725 | -1,305 | - Total remuneration for directors and other key management personnel decreased by 75.6% year-on-year[41] Capital Commitments (Notes) The Group continues to make capital injections into its China subsidiaries, with approximately HK$9,167 thousand injected into Zhejiang Zhiao and HK$545,350 into Zhiyouxing to support business development - Zhejiang Zhiao, a wholly-owned subsidiary, was established on December 28, 2021, with a registered capital of RMB50,000,000. As of June 30, 2025, approximately RMB8,166,000 (approximately HK$9,167,000) has been injected into Zhejiang Zhiao[42] - Zhiyouxing, a subsidiary, was established on October 23, 2024, with a registered capital of RMB2,000,000. As of June 30, 2025, RMB500,000 (approximately HK$545,350) has been injected into Zhiyouxing[43] Management Discussion and Analysis This section provides an overview of the Group's business performance, financial results, capital structure, liquidity, and future outlook for the reporting period Business Review and Outlook The Group, a software service provider and game developer, recorded a net profit of HK$1.3 million for the period and is reallocating resources to China's cybersecurity and e-commerce technology services to capitalize on market opportunities - The Group is a software service provider focused on the China market, offering internet security technology services and e-commerce related technology services, and is also an integrated game developer, operator, and publisher focused on the Hong Kong and other regional markets[44] - For the six months ended June 30, 2025, the Group recorded a net profit of approximately HK$1.3 million, compared to approximately HK$0.1 million in the prior year period[44] - The company is allocating more resources to its cybersecurity technology services and internet e-commerce technology services businesses due to significant market opportunities and strong demand in China[44] Financial Review The Group achieved significant revenue growth during the reporting period, but gross margin declined, while selling expenses increased and administrative expenses decreased, leading to a substantial increase in profit for the period Revenue (Financial Review) For the six months ended June 30, 2025, the Group's revenue increased by approximately 91.8% to HK$38.4 million, primarily driven by a HK$22.0 million increase in software services revenue Revenue (HK$ thousand) | Metric | 2025 | 2024 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 38,400 | 20,000 | +91.8% | - The increase in revenue was primarily due to an increase of approximately HK$22.0 million in software services revenue compared to the prior year period[45] Cost of Services Provided (Financial Review) The cost of services provided increased by approximately 141.8% to HK$30.2 million for the six months ended June 30, 2025, mainly due to higher costs associated with the software services business Cost of Services Provided (HK$ thousand) | Metric | 2025 | 2024 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Cost of services provided | 30,200 | 12,500 | +141.8% | - The increase in cost was primarily due to increased service costs related to the software services business for the six months ended June 30, 2025[46] Gross Profit and Gross Margin (Financial Review) Gross profit increased by 8.9% to HK$8.2 million, but gross margin decreased by 16.2 percentage points to 21.4%, primarily due to a lower gross margin in the software services business Gross Profit and Gross Margin | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Gross profit | 8,200 | 7,500 | +8.9% | | Gross margin | 21.4% | 37.6% | -16.2 percentage points | - The decrease in gross margin was primarily attributable to a decrease in the gross margin of the software services business from approximately 38.7% in the prior year period to approximately 17.9%[47] Selling Expenses (Financial Review) Selling expenses increased by approximately 122.4% to HK$3.2 million for the six months ended June 30, 2025, mainly due to increased promotion and advertising expenses for the software services business Selling Expenses (HK$ thousand) | Metric | 2025 | 2024 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Selling expenses | 3,200 | 1,400 | +122.4% | - The increase in selling expenses was primarily attributable to increased promotion and advertising expenses for the software services business[49] Administrative Expenses (Financial Review) For the six months ended June 30, 2025, the Group's administrative expenses decreased by approximately 39.3% to HK$3.7 million, primarily due to reduced staff costs and legal and professional fees Administrative Expenses (HK$ thousand) | Metric | 2025 | 2024 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Administrative expenses | 3,700 | 6,100 | -39.3% | - The decrease in administrative expenses was primarily due to reduced staff costs and legal and professional fees[50] Profit for the Period (Financial Review) The Group recorded a net profit of approximately HK$1.3 million for the six months ended June 30, 2025, a significant increase from HK$0.1 million in the prior year, driven by revenue growth and reduced administrative expenses Profit for the Period (HK$ thousand) | Metric | 2025 | 2024 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net profit | 1,300 | 100 | +1200% | - The increase in net profit was primarily due to the Group's revenue growth of approximately 91.8% (mainly from the software services business) and a decrease in administrative expenses of approximately HK$2.4 million (mainly attributable to reduced staff costs and legal and professional fees)[51] Capital Structure The Group's share capital consists solely of ordinary shares, with 38,000,000 ordinary shares of HK$0.1 each issued and fully paid as of June 30, 2025, following a share consolidation, rights issue, and share placement - The Group's share capital consists solely of ordinary shares, listed on GEM on January 13, 2016[52] - A share consolidation was completed on December 18, 2023, where every ten shares of HK$0.01 par value were consolidated into one share of HK$0.1 par value, with 24,000,000 shares issued immediately after the consolidation[52] - On January 24, 2024, the issued share capital increased to 36,000,000 shares due to the completion of a rights issue; on November 26, 2024, it further increased to 38,000,000 shares due to the completion of a placement of new shares[52][53] - As of June 30, 2025, the issued share capital was HK$3.8 million, with 38,000,000 ordinary shares issued, each with a par value of HK$0.1[54] Liquidity, Financial Resources and Funding The Group primarily funds its operations through operating activities and equity financing, with cash and cash equivalents of approximately HK$8.9 million as of June 30, 2025, and no bank borrowings, with cash mainly used for operating and capital expenditures - The company primarily funds its operations through cash generated from operating activities and equity financing, with no bank borrowings for the six months ended June 30, 2025[55] Cash and Cash Equivalents (HK$ thousand) | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | 8,900 | 5,900 | +3,000 | - The primary use of cash is expected to continue to be for operating costs and capital expenditures[56] Significant Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures For the six months ended June 30, 2025, the company did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - Except as disclosed in this report, the company had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures for the six months ended June 30, 2025[57] Material Investments Held by the Group For the six months ended June 30, 2025, the Group did not hold any material investments - For the six months ended June 30, 2025, the Group did not hold any material investments[58] Future Plans for Material Investments or Capital Assets As of June 30, 2025, the Group had no specific future plans for material investments or acquisitions of capital assets - Except as disclosed in this report, as of June 30, 2025, the Group had no specific plans for material investments or acquisitions of capital assets[59] Foreign Exchange Risk The Group's foreign currency risk primarily arises from overseas income or patent and license fee payments denominated in USD, with no current hedging policy but ongoing monitoring and consideration for hedging when necessary - The Group's foreign currency risk primarily arises from its overseas income or payments for patent and license fees, which are mainly denominated in USD[60] - The company currently has no foreign currency hedging policy but will monitor foreign exchange risk and consider hedging when necessary[60] Treasury Policy The Group adopts a conservative treasury policy, continuously monitoring trade receivables and transacting only with reputable counterparties to manage liquidity risk, considering credit risk low due to high-credit-rated counterparties and limited trade debtors - The Group's treasury policy adopts a conservative approach, monitoring trade receivables on an ongoing basis and transacting only with reputable counterparties[61] - The credit risk of liquidity is considered low because counterparties are large banks with high credit ratings, and trade receivables primarily arise from a limited number of trade debtors[61] - Liquidity position is closely monitored to ensure that the liquidity structure of assets, liabilities, and commitments can meet its funding requirements[61] Pledge of the Group's Assets As of June 30, 2025, the Group had no assets pledged as collateral for bank borrowings or any other financing - As of June 30, 2025, the Group had no assets pledged as collateral for bank borrowings or any other financing (December 31, 2024: nil)[62] Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities (December 31, 2024: nil)[63] Commitments (Management Discussion and Analysis) The Group's contractual commitments primarily involve capital injections into its China subsidiaries, with approximately HK$9,167 thousand injected into Zhejiang Zhiao and HK$545,350 into Zhiyouxing, but no capital commitments for acquiring intangible assets - The Group's contractual commitments primarily involve the acquisition of intangible assets, but as of June 30, 2025, there were no capital commitments for acquiring intangible assets[65] - As of June 30, 2025, approximately RMB8,166,000 (approximately HK$9,167,000) had been injected into Zhejiang Zhiao, a wholly-owned subsidiary[65] - As of June 30, 2025, RMB500,000 (approximately HK$545,350) had been injected into Zhiyouxing, a subsidiary[66] Segment Information (Management Discussion and Analysis) The segment analysis of the Group's principal businesses is detailed in Note 4 to the unaudited condensed consolidated financial statements - The analysis of the Group's principal businesses by segment is set out in Note 4 to the unaudited condensed consolidated financial statements[67] Employee Information As of June 30, 2025, the Group employed 27 staff in China and Hong Kong, a decrease of 3 from the prior year, with total staff costs of approximately HK$2.0 million, and remuneration determined by performance and experience Employee Headcount and Costs | Metric | June 30, 2025 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of employees | 27 | 30 | -3 | | Total staff costs (HK$ thousand) | 2,000 | 2,600 | -600 | - Employee remuneration is determined based on their performance and work experience. In addition to basic salaries, eligible employees may also receive discretionary bonuses and share options[68] Interim Dividend The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)[69] Other Information This section covers various disclosures including directors' and substantial shareholders' interests, gearing ratio, corporate governance, and the share option scheme Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company As of June 30, 2025, Dr. Liu Yi, Chairman and CEO, held 37.60% of the company's shares through a controlled corporation, while Executive Director Mr. Wong Kin Wing beneficially owned 15.98% Directors' and Chief Executive's Long Positions in Ordinary Shares and Underlying Shares of the Company | Name of Director/Chief Executive | Capacity/Nature of Interest | Total Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Dr. Liu Yi | Interest in controlled corporation | 14,288,677 | 37.60% | | Mr. Wong Kin Wing | Beneficial owner | 6,071,625 | 15.98% | - Dr. Liu Yi's interest is held through Topliu Limited, which is wholly-owned by her[71] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, Topliu Limited beneficially held 37.60% of the company's shares, and Ms. Sun Li (spouse of Mr. Wong Kin Wing) was deemed to have an interest in 15.98% of the shares Substantial Shareholders' and Other Persons' Long Positions in Ordinary Shares and Underlying Shares of the Company | Name of Shareholder/Person | Nature of Interest | Number of Shares or Securities Held | Approximate Percentage of Interest in the Company | | :--- | :--- | :--- | :--- | | Topliu Limited | Beneficial owner | 14,288,677 | 37.60% | | Ms. Sun Li | Interest of spouse | 6,071,625 | 15.98% | - Topliu Limited is wholly-owned by Dr. Liu[73] - Ms. Sun Li is the spouse of Mr. Wong and is deemed under the Securities and Futures Ordinance to have an interest in the shares in which Mr. Wong has an interest[74] Gearing Ratio As of June 30, 2025, the Group's gearing ratio (calculated as total liabilities divided by total assets) was approximately 15.8%, a decrease from 16.7% on December 31, 2024, indicating improved financial leverage Gearing Ratio | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing ratio | 15.8% | 16.7% | -0.9 percentage points | Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[76] Significant Acquisitions and Disposals (Other Information) For the six months ended June 30, 2025, the Group did not undertake any significant acquisitions or disposals - There were no significant acquisitions or disposals for the six months ended June 30, 2025[77] Competition and Conflicts of Interest For the six months ended June 30, 2025, no directors, controlling shareholders, or their close associates engaged in any business competing with the Group or had any other conflicts of interest - For the six months ended June 30, 2025, no directors, controlling shareholders, or substantial shareholders of the company, or any of their respective close associates, engaged in any business that competes or may compete with the Group's business or had any other conflicts of interest with the Group[78] Directors' Securities Transactions The company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the GEM Listing Rules, and all directors confirmed compliance during the reporting period - The company has adopted a code of conduct for directors' securities transactions, the terms of which are no less exacting than the required standard of dealings set out in the GEM Listing Rules[79] - Following specific enquiries made to all directors, they confirmed that they had complied with the code of conduct and the required standard of dealings for the six months ended June 30, 2025[79] Corporate Governance Practices The company has applied the principles and code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, complying with all applicable provisions during the reporting period, except for the combined roles of Chairman and CEO, which is deemed beneficial for strategic consistency - The company has applied the principles and code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules and has complied with all applicable code provisions during the reporting period[80] - A deviation from code provision C.2.1 exists, where the roles of Chairman and Chief Executive Officer are combined and held by Dr. Liu Yi, which the Board believes is beneficial in ensuring consistency and continuity in the planning and execution of the company's strategies, and provides strong and consistent leadership[80] Sufficiency of Public Float As of the report date, the directors confirmed that the company has maintained the 25% public float as required by the GEM Listing Rules - As of the date of this report, the directors confirmed that the company has maintained the 25% public float as required by the GEM Listing Rules[81] Share Option Scheme The Share Option Scheme aims to attract and retain eligible individuals, aligning their interests with shareholders for long-term financial success, with a maximum share limit of 30% of issued shares and no unexercised options as of June 30, 2025 - The Share Option Scheme aims to attract and retain the best eligible individuals, provide additional incentives, and promote the Group's long-term financial success by aligning the interests of option holders with those of shareholders[82] - The maximum number of shares that can be issued is limited to 30% of the issued shares from time to time, and the total number of shares subject to options granted to any one participant in any 12-month period shall not exceed 1% of the issued shares[84][86] - As of June 30, 2025, the total number of share options available for grant under the Share Option Scheme was 1,600,000 shares, representing approximately 4.21% of the total issued shares, with no unexercised share options[85][92] - The option period shall not exceed 10 years from the date of grant, and the scheme is valid for ten years from January 13, 2016, with approximately six months remaining[89] - The subscription price shall not be less than the highest of the closing price of the shares as stated in the daily quotation sheet of the Stock Exchange on the date of grant, the average closing price of the shares as stated in the daily quotation sheets of the Stock Exchange for the five trading days immediately preceding the date of grant, and the nominal value of the shares[90] Audit Committee The Audit Committee, established on December 23, 2015, and chaired by Mr. Luk Yik, has reviewed the Group's unaudited consolidated results for the six months ended June 30, 2025, confirming compliance with accounting standards and listing rules - The Audit Committee was established on December 23, 2015, with Mr. Luk Yik (Independent Non-executive Director) as Chairman, and other members including Ms. Lok Mei Kwan and Mr. Kam Pak Ting (Independent Non-executive Directors)[93] - The company has complied with the requirements of Rule 5.28 of the GEM Listing Rules regarding the composition and professional qualifications of the Audit Committee[93] - The Audit Committee has reviewed the Group's unaudited consolidated results for the six months ended June 30, 2025, and is of the opinion that they comply with applicable accounting standards, the GEM Listing Rules, and other applicable legal requirements, and that adequate disclosures have been made[93] Events After the Reporting Period Except as disclosed in this report, the company or the Group had no other significant subsequent events after June 30, 2025, and up to the date of this report - Except as disclosed in this report, the company or the Group had no other significant subsequent events after June 30, 2025, and up to the date of this report[94] Publication of Interim Results and Interim Report The interim results announcement and interim report have been published on the HKEX and company websites and will be dispatched to shareholders, who can request printed copies free of charge - The interim results announcement and interim report are published on the HKEX website (www.hkexnews.hk) and the company's website (www.hk08282.com)[95](index=95&type=chunk) - The company's interim report for the six months ended June 30, 2025, will be dispatched to the company's shareholders, and shareholders may request a printed copy of the interim report free of charge at any time by sending a written notice to the company or the company's Hong Kong share registrar, Union Registrars Limited[95]