名仕快相(08483) - 2025 - 中期业绩

Company Profile and GEM Characteristics General Information & Directors' Responsibilities This announcement complies with the GEM Listing Rules, providing information on Max Sight Group Holdings Limited and its subsidiaries (the "Group") - This announcement is made in accordance with the GEM Listing Rules of The Stock Exchange of Hong Kong Limited to provide information on Max Sight Group Holdings Limited (the "Company") and its subsidiaries (collectively, the "Group")[2] - The directors of the Company collectively and individually accept full responsibility for this announcement and confirm that the information is accurate and complete in all material respects, and not misleading or deceptive[2] Characteristics of the GEM Market The GEM market is positioned for small and mid-sized companies, which are associated with higher investment risks and potential market volatility - GEM is positioned as a market for small and mid-sized companies, which entail a higher investment risk[3] - Securities traded on GEM may experience greater market volatility, and a highly liquid market is not guaranteed[3] Interim Results Summary Financial Performance Overview For the six months ended June 30, 2025, the Group's revenue decreased by 24.37% year-on-year, primarily due to a significant decline in the photography services business Key Financial Data for the Six Months Ended June 30, 2025 | Indicator | 2025 (HK$ thousands) | 2024 (HK$ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 26,148 | 34,574 | -24.37% | | Revenue from photography services | 14,264 | 23,441 | -39.15% | | Revenue from medical services | 11,884 | 11,133 | +6.75% | | Gross Profit | 8,218 | 10,839 | -24.18% | | Gross Profit Margin | 31.43% | 31.35% | +0.08pp | | Loss attributable to equity holders of the Company | (1,138) | (199) | +471.86% | | Interim Dividend | Not proposed | Nil | - | - The loss attributable to equity holders of the Company was mainly due to the decrease in revenue from the photography services business, resulting from: (i) a slowdown in demand for ID photos for travel document renewals; (ii) intensified price competition from traditional photography service providers; and (iii) the increasing adoption of services from personal document application service stations[4] Unaudited Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group recorded a loss for the period of HK$751,000, compared to a profit of HK$252,000 in the prior-year period Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (HK$ thousands) | 2024 (HK$ thousands) | | :--- | :--- | :--- | | Revenue | 26,148 | 34,574 | | Cost of services | (17,930) | (23,735) | | Gross profit | 8,218 | 10,839 | | Other income | 35 | 237 | | Other gains/(losses), net | 348 | (149) | | Administrative expenses | (8,753) | (10,188) | | Operating (loss)/profit | (152) | 739 | | Finance costs | (546) | (347) | | (Loss)/profit before tax | (698) | 392 | | Income tax | (53) | (140) | | (Loss)/profit for the period | (751) | 252 | | (Loss)/profit attributable to equity holders of the Company | (1,138) | (199) | | Profit attributable to non-controlling interests | 387 | 451 | | Total comprehensive income for the period | (896) | 434 | | Loss per share (HK cents) — Basic and diluted | (0.14) | (0.02) | Unaudited Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total net assets decreased to HK$18,467,000, with a notable increase in net current assets driven by higher cash balances Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2025 (HK$ thousands) | December 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 2,883 | 2,138 | | Right-of-use assets | 13,928 | 17,733 | | Total non-current assets | 19,032 | 22,435 | | Current assets | | | | Inventories | 1,516 | 1,721 | | Trade receivables | 2,630 | 1,933 | | Cash and bank balances | 21,320 | 15,246 | | Total current assets | 26,778 | 21,203 | | Current liabilities | | | | Trade payables | 164 | 316 | | Other payables and accruals | 2,963 | 3,668 | | Total current liabilities | 13,149 | 14,795 | | Net current assets | 13,629 | 6,408 | | Total assets less current liabilities | 32,661 | 28,843 | | Non-current liabilities | | | | Lease liabilities | 8,073 | 9,951 | | Total non-current liabilities | 8,498 | 10,376 | | Net assets | 24,163 | 18,467 | | Total equity | 24,163 | 18,467 | Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity attributable to the Company's equity holders decreased, primarily due to the period's loss and dividend payments Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Indicator | June 30, 2025 (HK$ thousands) | June 30, 2024 (HK$ thousands) | | :--- | :--- | :--- | | Total equity attributable to equity holders of the Company | 17,952 | 24,169 | | (Loss)/profit for the period | (1,138) | (199) | | Other comprehensive income | (145) | 182 | | Dividends | (4,800) | (4,500) | | Non-controlling interests | 515 | (290) | | Total equity | 18,467 | 23,879 | - On June 14, 2024, the credit balance of approximately HK$45,583,000 in the share premium account was fully written off to offset all accumulated losses as of December 31, 2023, with the remainder transferred to the distributable reserve account[10] Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities decreased, while net cash used in financing activities increased significantly Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (HK$ thousands) | 2024 (HK$ thousands) | | :--- | :--- | :--- | | Net cash from operating activities | 4,684 | 6,292 | | Net cash from investing activities | 62 | 3,833 | | Net cash used in financing activities | (10,675) | (6,064) | | Net (decrease)/increase in cash and cash equivalents | (5,929) | 4,061 | | Cash and cash equivalents at end of period | 15,246 | 24,919 | - The increase in net cash used in financing activities was mainly due to payments for the capital portion of leases, lease interest, repayment of amounts due to non-controlling shareholders, and dividends paid to the Company's owners[15] Notes to the Unaudited Condensed Consolidated Financial Statements 1. General Information Max Sight Group Holdings Limited, incorporated in the Cayman Islands, is listed on the GEM of the Stock Exchange and primarily engages in photography and medical services - The Company was incorporated in the Cayman Islands, and its shares were listed on the GEM of the Stock Exchange on February 28, 2018[16] - The Group is principally engaged in (i) providing photography services through self-service ID photo booths in Hong Kong and Guangdong Province, China; and (ii) providing medical services through medical centers in Hong Kong[17] - The unaudited condensed consolidated financial statements are presented in Hong Kong dollars (HK$), which is also the functional currency of the Company[18] 2. Basis of Preparation The financial statements are prepared in accordance with HKAS 34 and the applicable disclosure requirements of the GEM Listing Rules, and have been reviewed by the Audit Committee - The unaudited condensed consolidated financial statements have been 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 disclosure requirements of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited[19] - The unaudited condensed consolidated financial statements have not been audited by the Company's auditor but have been reviewed by the Company's audit committee[20] 3. New and Amended Hong Kong Financial Reporting Standards The Group adopted the amendment to HKAS 21 "Lack of Exchangeability" from January 1, 2025, which did not result in any changes to its accounting policies - The Group has adopted the amendment to HKAS 21 "Lack of Exchangeability" for the first time from January 1, 2025[21] - The adoption of the above amended standard did not result in any changes to the Group's accounting policies or require retrospective adjustments[21] 4. Revenue and Segment Information The Group's revenue, primarily from photography and medical services, declined by 24.37% year-on-year due to a significant drop in photography services 4.1 Revenue The Group's revenue represents the fair value of amounts received and receivable for photography and medical services provided to external customers - The Group's principal activities are (i) providing photography services through self-service ID photo booths in Hong Kong and Guangdong Province, China; and (ii) providing medical services through medical centers in Hong Kong[22] Disaggregation of Revenue from Contracts with Customers by Major Service Line (For the six months ended June 30) | Service Line | 2025 (HK$ thousands) | 2024 (HK$ thousands) | | :--- | :--- | :--- | | Revenue from photography services | 14,264 | 23,441 | | Revenue from medical services | 11,884 | 11,133 | | Total | 26,148 | 34,574 | 4.2 Segment Reporting The Group manages its business by service and geography, with three reportable segments: photography services in Hong Kong, photography services in Mainland China, and medical services in Hong Kong - The Group has identified the following three reportable segments: provision of photography services in Hong Kong, provision of photography services in Mainland China, and provision of medical services in Hong Kong[25][27] Segment Results (For the six months ended June 30) | Segment | 2025 (HK$ thousands) | 2024 (HK$ thousands) | | :--- | :--- | :--- | | Revenue | | | | Photography services in Hong Kong | 14,255 | 22,887 | | Photography services in Mainland China | 9 | 554 | | Medical services in Hong Kong | 11,884 | 11,133 | | Total Revenue | 26,148 | 34,574 | | Reportable segment profit/(loss) | | | | Photography services in Hong Kong | 3,964 | 6,908 | | Photography services in Mainland China | (151) | (2) | | Medical services in Hong Kong | 1,282 | 456 | | Total reportable segment profit | 5,095 | 7,362 | Geographical Information (For the six months ended June 30) | Region | 2025 Revenue (HK$ thousands) | 2024 Revenue (HK$ thousands) | 2025 Non-current Assets (HK$ thousands) | 2024 Non-current Assets (HK$ thousands) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 26,139 | 34,020 | 19,871 | 17,818 | | Mainland China | 9 | 554 | – | – | | Total | 26,148 | 34,574 | 19,871 | 17,818 | 5. Finance Costs For the six months ended June 30, 2025, finance costs of HK$546,000 were entirely attributable to interest on lease liabilities Finance Costs (For the six months ended June 30) | Finance Cost Item | 2025 (HK$ thousands) | 2024 (HK$ thousands) | | :--- | :--- | :--- | | Interest on lease liabilities | 546 | 345 | | Interest on bank loans | – | 2 | | Total | 546 | 347 | 6. (Loss)/Profit Before Tax The Group recorded a pre-tax loss of HK$698,000 for the six months ended June 30, 2025, a reversal from a profit in the prior-year period (Loss)/Profit Before Tax Composition (For the six months ended June 30) | Item | 2025 (HK$ thousands) | 2024 (HK$ thousands) | | :--- | :--- | :--- | | Depreciation | | | | Property, plant and equipment | 745 | 891 | | Right-of-use assets | 4,344 | 4,130 | | Total staff costs | 7,137 | 9,135 | | Directors' remuneration | 2,392 | 3,025 | | Other staff costs | 4,531 | 5,795 | | Contributions to defined contribution retirement plans | 214 | 315 | | Short-term lease payments | 22 | 353 | | Variable lease payments | 4,423 | 9,290 | | Cost of inventories | 1,926 | 2,020 | 7. Income Tax Income tax expense for the six months ended June 30, 2025, decreased to HK$53,000 from HK$140,000 in the prior-year period Income Tax (For the six months ended June 30) | Item | 2025 (HK$ thousands) | 2024 (HK$ thousands) | | :--- | :--- | :--- | | Current tax - Hong Kong Profits Tax | 176 | 157 | | Deferred tax - Origination and reversal of temporary differences | (123) | (17) | | Total | 53 | 140 | - The subsidiaries in Mainland China are subject to a tax rate of 25% for the relevant periods, but no provision for Mainland China income tax was made as the Group incurred tax losses for the six months ended June 30, 2025 and 2024[34] - The Group has recognized withholding tax provisions for declared dividends and deferred tax liabilities for dividends to be declared in the foreseeable future, with no withholding tax recognized during the relevant periods[35] 8. Dividends The Board does not recommend an interim dividend for the six months ended June 30, 2025, but a special dividend for the year ended December 31, 2024 was paid - On May 22, 2025, the directors approved the declaration and payment of a special dividend of HK$0.006 per ordinary share for the year ended December 31, 2024, totaling HK$4,800,000, which was paid on June 23, 2025[36] - The directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: Nil)[37] 9. Loss Per Share For the six months ended June 30, 2025, basic loss per share widened to HK$0.14 cents from HK$0.02 cents in the prior-year period Loss Per Share (For the six months ended June 30) | Indicator | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic loss per share | (0.14) | (0.02) | - The calculation of basic earnings per share is based on the loss attributable to equity holders of the Company of approximately HK$1,138,000 and HK$199,000 for the six months ended June 30, 2025 and 2024, respectively, and the weighted average number of 800,000,000 ordinary shares in issue[38] - There were no potential dilutive shares in existence during the six months ended June 30, 2025 and 2024[39] 10. Property, Plant and Equipment During the six months ended June 30, 2025, the Group made no additions to property, plant and equipment, compared to additions of approximately HK$1,378,000 in the prior-year period - During the six months ended June 30, 2025, the Group did not acquire any property, plant and equipment (six months ended June 30, 2024: approximately HK$1,378,000)[40] - The Group disposed of property, plant and equipment with a carrying amount of nil (six months ended June 30, 2024: Nil)[40] 11. Right-of-use Assets The Group recognized right-of-use assets and lease liabilities of approximately HK$8,062,000 for the six months ended June 30, 2025, a significant increase from the prior-year period - The Group entered into several lease agreements for the installation of self-service ID photo booths, which include variable lease payment terms[41] - For the six months ended June 30, 2025, the Group recognized right-of-use assets and lease liabilities of approximately HK$8,062,000 at the commencement of the leases (six months ended June 30, 2024: approximately HK$1,525,000)[41] 12. Trade Receivables The Group's transactions are mainly settled in cash and smart cards, with medical service payments typically cleared within 60 days - The Group's trading terms with its customers are mainly on a cash and smart card basis, except for payments arising from patients' use of medical cards and vouchers, which are generally settled within 60 days by medical network intermediaries and the HKSAR Government[42] Ageing Analysis of Trade Receivables (As of June 30) | Ageing | June 30, 2025 (HK$ thousands) | December 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | | 0 to 30 days | 848 | 1,829 | | 31 to 60 days | 454 | 510 | | Over 60 days | 631 | 291 | | Total | 2,630 | 1,933 | 13. Other Receivables, Deposits and Prepayments As of June 30, 2025, other receivables, deposits and prepayments increased to HK$4,677,000, primarily driven by higher prepayments Other Receivables, Deposits and Prepayments (As of June 30) | Item | June 30, 2025 (HK$ thousands) | December 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | | Rental and utilities deposits | 3,070 | 2,922 | | Prepayments | 1,266 | 428 | | Other receivables | 341 | 116 | | Total | 4,677 | 3,466 | | Analysed as: | | | | Current assets | 2,303 | 1,312 | | Non-current assets | 2,374 | 2,154 | 14. Trade Payables As of June 30, 2025, total trade payables decreased to HK$164,000, all of which were aged within 0 to 30 days Ageing Analysis of Trade Payables (As of June 30) | Ageing | June 30, 2025 (HK$ thousands) | December 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | | 0 to 30 days | 164 | 316 | 15. Other Payables and Accruals As of June 30, 2025, other payables and accruals decreased to HK$2,963,000, mainly comprising accrued expenses and provisions for salaries and bonuses Other Payables and Accruals (As of June 30) | Item | June 30, 2025 (HK$ thousands) | December 31, 2024 (HK$ thousands) | | :--- | :--- | :--- | | Accrued expenses | 2,437 | 1,933 | | Provision for salaries and bonus | 576 | 635 | | Other lease and license fees payable | 574 | 376 | | Other payables | 81 | 19 | | Total | 3,668 | 2,963 | 16. Share Capital The Company's authorized share capital is HK$50,000,000, and its issued and fully paid-up share capital is HK$8,000,000, with no changes since its listing date - The Company's authorized share capital is HK$50,000,000, divided into 5,000,000,000 ordinary shares of HK$0.01 each[45] - The issued and fully paid-up ordinary shares amount to 800,000,000, with a share capital of HK$8,000,000[45] - There has been no change in the Company's share capital since its listing date[45] 17. Capital Commitments As of June 30, 2025, and December 31, 2024, the Group had no outstanding capital commitments that were not provided for in the consolidated financial statements - There were zero capital commitments outstanding as at June 30, 2025 and December 31, 2024 that were not provided for in the consolidated financial statements[46][47] 18. Related Party Transactions During the reporting period, the Group engaged in several transactions with related parties, including purchases, lease payments, and consulting fees Related Party Transactions (For the six months ended June 30) | Transaction Type | 2025 (HK$ thousands) | 2024 (HK$ thousands) | | :--- | :--- | :--- | | Purchase of consumables (subsidiary of ME Group International Plc.) | – | 3 | | Lease payments (company owned by Mr. Chan Tin Kei and Ms. Au Yeung Ying Ho) | 437 | 436 | | Salaries and other benefits (Ms. Au Yeung Ying Ho) | 76 | 88 | | Consultation fees (non-controlling shareholders) | 1,885 | 1,699 | | Consultation fees (company owned by Dr. Chan Wing Lok) | 383 | 376 | Compensation of Directors and Other Key Management Personnel (For the six months ended June 30) | Compensation Type | 2025 (HK$ thousands) | 2024 (HK$ thousands) | | :--- | :--- | :--- | | Short-term benefits | 3,241 | 3,976 | | Post-employment benefits | 54 | 61 | | Total | 3,295 | 4,037 | 19. Events After the Reporting Period The memorandum of understanding between Causeway Treasure and a potential purchaser regarding a possible sale of the Company's shares lapsed on July 4, 2025 - The memorandum of understanding and its supplemental memorandum entered into between Causeway Treasure and a potential purchaser regarding the possible sale of some or all of the Company's shares held by Causeway Treasure lapsed on July 4, 2025[49] Management Discussion and Analysis Business Review The Group's photography business faces challenges while its medical services business shows growth, prompting strategic resource reallocation to adapt to market changes Photography Services Business The photography services business faces intensified price competition and challenges from the popularization of electronic ID photo services provided by government service stations - The photography services business faces increasingly fierce price competition from traditional photography service providers[51] - The growing popularity of electronic ID photo services offered at personal document application service stations has also reduced customers' incentive to use our self-service ID photo booths[51] - The Company is reallocating resources to (i) upgrade and maintain self-service ID photo booths; and (ii) enhance media advertising and promotional activities, while exploring business diversification through IT infrastructure upgrades[52][53] Medical Services Business The medical services business continues to develop, benefiting from the Hong Kong Government's Primary Healthcare Blueprint and increased public health awareness - The Group is actively seeking to recruit and identify suitable medical practitioners, equipment, premises, and related business opportunities to further expand its medical services business[54] - The Hong Kong Government's Primary Healthcare Blueprint and heightened public health awareness post-pandemic are expected to sustain strong demand for medical and related healthcare services in Hong Kong[54] - The Company is reallocating resources to develop its medical services business by (i) purchasing equipment and upgrading computer hardware and software; and (ii) establishing or acquiring new clinics and related medical businesses[55] Future Prospects The Group is committed to strengthening its existing core businesses while actively exploring new opportunities to achieve diversified and sustainable growth for its shareholders - The Group is committed to strengthening its existing core businesses and will continue to seize market opportunities[56] - The Company will continue to explore and identify new business opportunities for future development and expansion, aiming to diversify its business, broaden its revenue streams, and achieve sustainable growth to create value for shareholders[56] Financial Review The Group's financial performance for the six months ended June 30, 2025, reflects an overall revenue decline, primarily driven by challenges in the photography services business Revenue The Group's total revenue decreased by 24.37% to HK$26,148,000, driven by a 39.15% decline in photography services revenue, while medical services revenue grew by 6.75% Revenue Comparison (For the six months ended June 30) | Business Type | 2025 (HK$ thousands) | 2024 (HK$ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Photography services business | 14,264 | 23,441 | -39.15% | | Medical services business | 11,884 | 11,133 | +6.75% | | Total Revenue | 26,148 | 34,574 | -24.37% | - The decrease in revenue from the photography services business was mainly due to (i) a slowdown in demand for ID photos for travel document renewals; (ii) intensified price competition from traditional photography service providers; and (iii) the increasing adoption of services from personal document application service stations[58] Cost of Services The Group's cost of services decreased by 24.49% to HK$17,930,000, in line with the reduction in revenue from the photography services business Cost of Services Comparison (For the six months ended June 30) | Indicator | 2025 (HK$ thousands) | 2024 (HK$ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of services | 17,930 | 23,735 | -24.49% | - The decrease in the cost of services was in line with the decrease in revenue generated from the photography services business[59] Gross Profit and Gross Profit Margin The Group's gross profit decreased by 24.18% to HK$8,218,000, while the gross profit margin remained relatively stable at 31.43% Gross Profit and Gross Profit Margin Comparison (For the six months ended June 30) | Indicator | 2025 (HK$ thousands) | 2024 (HK$ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 8,218 | 10,839 | -24.18% | | Gross Profit Margin | 31.43% | 31.35% | +0.08pp | - The decrease in gross profit was in line with the decrease in revenue generated from the photography services business[60] Other Income Other income decreased by 85.23% to HK$35,000, primarily due to a reduction in bank interest income Other Income Comparison (For the six months ended June 30) | Indicator | 2025 (HK$ thousands) | 2024 (HK$ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Other income | 35 | 237 | -85.23% | - The decrease in other income was mainly due to a decrease in bank interest income[61] Other Gains/(Losses), Net The Group recorded net other gains of HK$348,000, a reversal from a net loss in the prior-year period, mainly due to foreign exchange gains and gains on disposal of assets Other Gains/(Losses), Net Comparison (For the six months ended June 30) | Indicator | 2025 (HK$ thousands) | 2024 (HK$ thousands) | | :--- | :--- | :--- | | Other gains/(losses), net | 348 | (149) | - Other gains/(losses), net primarily represent foreign exchange gains, gains on disposal of property, plant and equipment, and gains on early termination of leases for the six months ended June 30, 2025[62] Administrative Expenses Administrative expenses decreased by 14.08% to HK$8,753,000, mainly due to reduced staff costs and directors' remuneration Administrative Expenses Comparison (For the six months ended June 30) | Indicator | 2025 (HK$ thousands) | 2024 (HK$ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Administrative expenses | 8,753 | 10,188 | -14.08% | - The decrease in administrative expenses was mainly due to a decrease in staff costs and directors' remuneration[63] Finance Costs Finance costs increased to HK$546,000, consisting entirely of interest on lease liabilities for the period Finance Costs Comparison (For the six months ended June 30) | Indicator | 2025 (HK$ thousands) | 2024 (HK$ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Finance costs | 546 | 347 | +57.35% | - Finance costs represent the interest on lease liabilities of approximately HK$546,000 for the six months ended June 30, 2025[64] Income Tax Income tax expense decreased by 62.14% to HK$53,000 for the six months ended June 30, 2025 Income Tax Expense Comparison (For the six months ended June 30) | Indicator | 2025 (HK$ thousands) | 2024 (HK$ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Income tax expense | 53 | 140 | -62.14% | Loss Attributable to Equity Holders of the Company The loss attributable to equity holders of the Company widened significantly to HK$1,138,000, primarily due to the decline in revenue from the photography services business Loss Attributable to Equity Holders of the Company Comparison (For the six months ended June 30) | Indicator | 2025 (HK$ thousands) | 2024 (HK$ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loss attributable to equity holders of the Company | 1,138 | 199 | +471.86% | - The loss attributable to equity holders of the Company was mainly due to the decrease in revenue from the photography services business, influenced by factors including: (i) a slowdown in demand for ID photos for travel document renewals; (ii) intensified price competition from traditional photography service providers; and (iii) the increasing adoption of services from personal document application service stations[66] Segment Reporting An analysis of the Group's segment performance is detailed in Note 4 to the unaudited condensed consolidated financial statements - An analysis of the Group's segment performance is set out in Note 4 to the unaudited condensed consolidated financial statements in this announcement[67] Share Capital The Company's authorized share capital is HK$50,000,000, and its issued share capital is HK$8,000,000, with no changes since its listing date - The authorized share capital of the Company is HK$50,000,000, divided into 5,000,000,000 shares of HK$0.01 each[68] - The issued share capital of the Company is HK$8,000,000, divided into 800,000,000 shares of HK$0.01 each[68] - There has been no change in the Company's share capital since its listing date[68] Employees and Remuneration Policy The Group has established a Remuneration Committee to review the remuneration policies for directors and senior management, and its employee count decreased to 61 as of June 30, 2025 - The Group has established a remuneration committee to review the Group's remuneration policy and structure for all directors and senior management of the Group[69] Employee Headcount Comparison | Date | Number of Employees | | :--- | :--- | | June 30, 2025 | 61 | | June 30, 2024 | 69 | Liquidity and Capital Resources The Group maintains a sound financial position, funding its operations primarily through cash flow from operations, with a gearing ratio of 57.68% as of June 30, 2025 - The Group primarily funds its operations with cash flow generated from its operations[70] Liquidity and Capital Resources Comparison (As of June 30) | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total equity | HK$18,467,000 | HK$23,879,000 | | Total cash and cash equivalents | HK$15,246,000 | HK$24,919,000 | | Current ratio | 1.43 | 1.75 | | Quick ratio | 1.32 | 1.68 | | Gearing ratio | 57.68% | 52.20% | - The Group has established an appropriate liquidity risk management framework and manages its liquidity risk by maintaining adequate financial resources[72] Foreign Exchange Risk Management The Group's currency risk is minimal, primarily arising from US dollar-denominated cash balances held by Hong Kong entities, and it does not currently use a hedging policy - The Group is exposed to currency risk primarily from cash and bank balances denominated in US dollars held by its Hong Kong entities[73] - As the Hong Kong dollar is pegged to the US dollar, the foreign exchange risk in respect of the US dollar is insignificant[73] - The Group currently does not have a foreign currency hedging policy and manages its foreign exchange risk by closely monitoring exchange rate movements[73] Material Investments Held and Future Plans for Material Investments and Capital Assets As of June 30, 2025, and June 30, 2024, the Group held no material investments and had no future plans for such investments or capital assets - As at June 30, 2025 and 2024, the Group did not hold any material investments and had no future plans for material investments and capital assets[74] Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures As of June 30, 2025, and June 30, 2024, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures - As at June 30, 2025 and 2024, the Group did not have any material acquisitions and disposals of subsidiaries, associates and joint ventures[75] Pledge of Assets As of June 30, 2025, and June 30, 2024, the Group had no assets pledged as security for banking facilities - As at June 30, 2025 and 2024, the Group had no assets pledged as security for banking facilities[76] Contingent Liabilities As of June 30, 2025, and June 30, 2024, the Group had no significant contingent liabilities - As at June 30, 2025 and 2024, the Group did not have any significant contingent liabilities[77] Events After the Reporting Period Information regarding events after the reporting period is set out in Note 19 to the unaudited condensed consolidated financial statements - Relevant information is set out in Note 19 to the unaudited condensed consolidated financial statements in this announcement[78] Dividends Information regarding dividends is set out in Note 8 to the unaudited condensed consolidated financial statements - Relevant information is set out in Note 8 to the unaudited condensed consolidated financial statements in this announcement[79] Corporate Governance and Other Information Corporate Governance The Company is committed to maintaining high standards of corporate governance and has complied with all applicable code provisions of the Corporate Governance Code - The Company is committed to maintaining a high standard of corporate governance to safeguard the interests of shareholders and enhance corporate value and accountability[80] - The Company has adopted the Corporate Governance Code contained in Appendix C1 to the GEM Listing Rules as its own code of corporate governance[80] - During the six months ended June 30, 2025, the Company has complied with all applicable code provisions of the Corporate Governance Code[80] Compliance with the Required Standard of Dealings for Securities Transactions by Directors The Company has adopted the required standard of dealings set out in the GEM Listing Rules, and all directors have confirmed their compliance for the period - The Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules as its code of conduct for securities transactions by its directors[81] - Each director has confirmed their compliance with the required standard of dealings during the six months ended June 30, 2025[81] Changes in Directors' Information The directors have confirmed that there are no changes to their information that require disclosure under Rule 17.50A(1) of the GEM Listing Rules - The directors have confirmed that there is no information required to be disclosed pursuant to Rule 17.50A(1) of the GEM Listing Rules[82] Purchase, Sale or Redemption of the Company's Listed Securities During 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 - During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company's listed securities (including treasury shares)[83] Interim Dividend The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: Nil)[84] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Mr Chan Wing Chi and Mr Chan Tin Chi held a 53.45% long position in the Company's shares through the controlled corporation Causeway Treasure 1. Interests/Short Positions in the Shares of the Company As of June 30, 2025, Mr Chan Wing Chi and Mr Chan Tin Chi each held a long position of 427,600,560 shares in the Company through a controlled corporation Directors'/Chief Executive's Interests/Short Positions in the Shares of the Company (As of June 30) | Name | Capacity/Nature of interest | Number of shares | Long/Short position | Approximate percentage of total issued shares | | :--- | :--- | :--- | :--- | :--- | | Mr Chan Wing Chi | Interest in a controlled corporation | 427,600,560 | Long | 53.45% | | Mr Chan Tin Chi | Interest in a controlled corporation | 427,600,560 | Long | 53.45% | - The disclosed interest refers to the interest held by Causeway Treasure in the Company, which is owned approximately 47.25% by Mr Chan Wing Chi, 47.25% by Mr Chan Tin Chi, and 5.5% by Ms Au Yeung Ying Ho[86] 2. Interests/Short Positions in the Shares or Debentures of Associated Corporations of the Company As of June 30, 2025, Mr Chan Wing Chi and Mr Chan Tin Chi each beneficially owned approximately 47.25% of the associated corporation Causeway Treasure Directors' Interests/Short Positions in the Shares or Debentures of Associated Corporations of the Company (As of June 30) | Name of Director | Name of associated corporation | Capacity/Nature of interest | Number of shares | Long/Short position | Approximate percentage of shareholding in the relevant shares of the associated corporation | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr Chan Wing Chi | Causeway Treasure | Beneficial owner | 427,600,560 | Long | 47.25% | | Mr Chan Tin Chi | Causeway Treasure | Beneficial owner | 427,600,560 | Long | 47.25% | - The disclosed interest refers to the interest in Causeway Treasure, an associated corporation, which is owned approximately 47.25% by Mr Chan Wing Chi, 47.25% by Mr Chan Tin Chi, and the remaining 5.5% by Ms Au Yeung Ying Ho[88] Substantial Shareholders' Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company As of June 30, 2025, substantial shareholders included Causeway Treasure (53.45%), Ms Au Yeung Ying Ho (53.45% via controlled corporation), ME Group International Plc (13.75%), and Mr Cheung Kam Ting (7.80%) Substantial Shareholders' Interests and Short Positions in the Shares of the Company (As of June 30) | Name | Capacity/Nature of interest | Number of shares | Long/Short position | Approximate percentage of shareholding in the Company | | :--- | :--- | :--- | :--- | :--- | | Causeway Treasure | Beneficial owner | 427,600,560 | Long | 53.45% | | Ms Au Yeung Ying Ho | Interest in a controlled corporation | 427,600,560 | Long | 53.45% | | ME Group International Plc. | Beneficial owner | 109,972,500 | Long | 13.75% | | Mr Cheung Kam Ting | Beneficial owner | 62,426,940 | Long | 7.80% | - Ms Au Yeung Ying Ho, Mr Chan Wing Chi, and Mr Chan Tin Chi have entered into a confirmation deed, affirming their past and future intention to act in concert to consolidate their control over the Group[90] Share Scheme The Company's share option scheme was adopted in 2018, and no options were granted, lapsed, exercised, or cancelled during the six months ended June 30, 2025 - The Company's share option scheme was adopted by shareholders pursuant to a written resolution on February 8, 2018[92] - The maximum number of shares that may be granted under the share option scheme as of January 1 and June 30, 2025, shall not exceed 80,000,000 shares, representing 10% of the shares in issue on the listing date[92] - During the six months ended June 30, 2025, no share options of the Company were granted, lapsed, exercised, or cancelled under the share option scheme, and there were no outstanding share options as of June 30, 2025, and the date of this announcement[92] Interests of Directors, Controlling Shareholders and Substantial Shareholders in Competing Business Non-executive Director Mr Riccardo Costi is deemed to have an interest in a competing business due to his associate's interest in Dedem S.P.A., which operates in a similar industry in Europe - An associate of Mr Riccardo Costi, a non-executive Director, has an interest in Dedem S.P.A. and its subsidiaries, which are principally engaged in the operation of self-service ID photo booths in Europe[94] - Mr Riccardo Costi is considered to have an interest in a business that competes or is likely to compete, either directly or indirectly, with the business of the Group[94] - The Board comprises eight directors, including three independent non-executive directors who are members of the Audit Committee, ensuring that the interests of shareholders are adequately safeguarded[95] Audit Committee and Review of Accounts The Audit Committee has reviewed the Group's unaudited interim results and report, confirming compliance with applicable accounting standards and regulatory requirements - The Company has established an audit committee in compliance with Rules 5.28, 5.29 and 5.33 of the GEM Listing Rules and the Corporate Governance Code[97] - The Audit Committee reviews the Group's financial information, its relationship with the external auditor, and its financial reporting, risk management, and internal control systems[97] - The Audit Committee considers that the Group's unaudited consolidated results for the six months ended June 30, 2025, comply with applicable accounting standards, the GEM Listing Rules, and legal requirements, and that adequate disclosures have been made[97] Use of Proceeds from the Share Offer of the Company As of June 30, 2025, approximately HK$20,868,000 of the net proceeds from the 2018 share offer has been utilized, with unutilized funds reallocated due to market changes Use of Net Proceeds from the Share Offer (As of June 30) | Use | Actual amount utilised (HK$ thousands) | Unutilised net proceeds as at 30 June 2025 (HK$ thousands) | Adjusted use of net proceeds as stated in the Announcements (HK$ thousands) | | :--- | :--- | :--- | :--- | | Expansion of self-service ID photo booth network — Guangdong Province | 6,652 | – | 6,652 | | Expansion of self-service ID photo booth network — Hong Kong | 282 | – | 282 | | Business development of self-service ID photo booth business in Hong Kong | 904 | 5,196 | 6,100 | | Purchase of equipment for development of medical and related services | 137 | 4,463 | 4,600 | | Establishment or acquisition of new clinics, medical and related businesses | 987 | 1,013 | 2,000 | | Upgrading of validation centre and information technology infrastructure | 1,688 | 312 | 2,000 | | General working capital | 10,218 | – | 10,218 | | Total | 20,868 | 10,984 | 31,852 | - The planned expansion of the self-service ID photo booth network in Guangdong Province has been delayed and become increasingly challenging, mainly due to the popularization of online official document application systems and facial recognition systems in Mainland China[99] - The unutilized net proceeds have been reallocated to (i) business development of the self-service ID photo booth business in Hong Kong; (ii) purchase of equipment for medical and related services; (iii) establishment or acquisition of new clinics and related businesses; and (iv) general working capital[101] Language In case of any discrepancy between the English and Chinese versions of this announcement, the English version shall prevail - In the event of any inconsistency between the English version and the Chinese translation of this announcement, the English version of this announcement shall prevail[103] By Order of the Board This announcement is issued by Mr Chan Wing Chi, Chairman and Executive Director of Max Sight Group Holdings Limited, on August 8, 2025 - This announcement is issued by Mr Chan Wing Chi, Chairman and Executive Director of Max Sight Group Holdings Limited, on August 8, 2025[104] - As at the date of this announcement, the executive Directors are Mr Chan Wing Chi, Mr Chan Tin Chi and Dr Chan Wing Lok; the non-executive Directors are Mr Riccardo Costi and Ms Wong Sin Yue; and the independent non-executive Directors are Mr Ng Ngar Kok, Mr Hui Chi Kwan and Mr Kwok Chun Wah[104]