Interim Results Announcement This announcement presents the unaudited interim results of Potent Holdings Limited for the six months ended June 30, 2025, with its shares listed on GEM of the Hong Kong Stock Exchange23 Unaudited Condensed Consolidated Financial Statements This section presents the unaudited condensed consolidated financial statements of Potent Holdings Limited for the six months ended June 30, 2025, including the statement of profit or loss and other comprehensive income, statement of financial position, statement of changes in equity, and statement of cash flows, with comparative data for the same period in 2024 Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement details the company's revenue, costs, and profit for the six months ended June 30, 2025, including comparative figures for the prior year Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 89,940 | 88,811 | 1.3% | | Cost of services | (58,592) | (58,968) | -0.6% | | Gross profit | 31,348 | 29,843 | 5.0% | | Other income | 534 | 1,355 | -60.6% | | Administrative expenses | (15,861) | (17,353) | -8.6% | | Finance costs | (138) | (223) | -38.1% | | Profit before income tax | 15,883 | 13,622 | 16.6% | | Income tax expense | (2,425) | (1,560) | 55.5% | | Profit and total comprehensive income for the period | 13,458 | 12,062 | 11.6% | | Basic and diluted earnings per share (HK cents) | 1.68 | 1.51 | 11.3% | Unaudited Condensed Consolidated Statement of Financial Position This statement provides a snapshot of the company's assets, liabilities, and equity as of June 30, 2025, compared to December 31, 2024 Summary of Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Non-current assets | 7,417 | 10,377 | | Current assets | 158,008 | 167,638 | | Current liabilities | 20,798 | 27,348 | | Net current assets | 146,840 | 130,660 | | Total assets less current liabilities | 154,257 | 141,037 | | Non-current liabilities | 4,647 | 4,885 | | Total equity | 149,610 | 136,152 | Unaudited Condensed Consolidated Statement of Changes in Equity This statement outlines the changes in the company's equity components for the six months ended June 30, 2025, including share capital, reserves, and retained earnings Summary of Condensed Consolidated Statement of Changes in Equity | Item | Share Capital (HK$ Thousand) | Capital Reserve (HK$ Thousand) | Share Premium (HK$ Thousand) | Retained Earnings (HK$ Thousand) | Total (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance at January 1, 2025 (audited) | 8,000 | 17,000 | 64,668 | 46,484 | 136,152 | | Profit and total comprehensive income for the period | – | – | – | 13,458 | 13,458 | | Balance at June 30, 2025 (unaudited) | 8,000 | 17,000 | 64,668 | 59,942 | 149,610 | | Same period in 2024 | | | | | | | Balance at January 1, 2024 (audited) | 8,000 | 17,000 | 64,668 | 63,429 | 153,097 | | Profit and total comprehensive income for the period | – | – | – | 12,062 | 12,062 | | Balance at June 30, 2024 (unaudited) | 8,000 | 17,000 | 64,668 | 75,491 | 165,159 | Unaudited Condensed Consolidated Statement of Cash Flows This statement presents the cash flows from operating, investing, and financing activities for the six months ended June 30, 2025, and the impact on cash and cash equivalents Summary of Condensed Consolidated Statement of Cash Flows | Indicator | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 6,531 | 6,201 | 5.3% | | Net cash used in investing activities | (177) | (405) | -56.3% | | Net cash used in financing activities | (2,189) | (1,801) | 21.5% | | Increase in cash and cash equivalents | 4,165 | 3,995 | 4.3% | | Cash and cash equivalents at beginning of period | 36,542 | 67,547 | -45.9% | | Cash and cash equivalents at end of period | 40,707 | 71,542 | -43.1% | Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed notes to the condensed consolidated financial statements, covering company information, accounting policies, and explanations for financial line items 1. Company Information This section provides essential details about the company's incorporation, listing, principal activities, and ultimate controlling shareholder - Potent Holdings Limited was incorporated in the Cayman Islands on April 18, 2018, and listed on GEM of the Hong Kong Stock Exchange on September 13, 20188 - The Group's principal activities are providing engineering design, landscape architecture, and consultancy services in Hong Kong8 - The Company's ultimate controlling shareholder is Mr Cheung Kwan Tat9 2. Basis of Preparation and Reorganisation This section outlines the accounting standards used for preparing the unaudited condensed consolidated financial statements and confirms consistency with prior annual reports - The unaudited condensed consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and presented in Hong Kong dollars, with all amounts rounded to the nearest thousand10 - The accounting policies adopted in this period are consistent with those used in the preparation of the annual report11 3. Revenue and Other Income This section details the breakdown of the Group's revenue by service nature and other income sources, along with their respective changes 3.1 Revenue This subsection provides a detailed classification of revenue by service type and the expected timing for recognizing remaining performance obligations Revenue by Service Nature | Service Type | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Civil engineering | 71,182 | 69,512 | 2.4% | | Traffic engineering | 11,558 | 12,390 | -6.8% | | Building engineering | 2,888 | 3,015 | -4.1% | | Landscape architecture | 2,720 | 2,887 | -5.8% | | Other ancillary services | 1,592 | 1,007 | 58.1% | | Total Revenue | 89,940 | 88,811 | 1.3% | Expected Timing for Recognition of Remaining Performance Obligations | Expected Recognition Date | As of June 30, 2025 (HK$ Thousand) | | :--- | :--- | | Year ending June 30, 2026 | 180,726 | | Year ending June 30, 2027 | 81,778 | | After June 30, 2027 | 30,437 | | Total | 292,941 | 3.2 Other Income This subsection details the components of other income, including bank interest and government subsidies, and explains the reasons for their changes Details of Other Income | Item | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Bank interest income | 263 | 681 | -61.4% | | Government subsidies | 258 | 674 | -61.7% | | Miscellaneous income | 13 | – | N/A | | Total | 534 | 1,355 | -60.6% | - Government subsidies primarily originate from the Vocational Training Council and Construction Industry Council in Hong Kong, supporting on-the-job training for trainee engineers and interns16 4. Segment Information This section explains the Group's approach to segment reporting, noting its single operating segment and primary geographical focus Segment Information The Group operates as a single segment, providing engineering design, landscape architecture, and consultancy services - The Group considers its business of providing engineering design, landscape architecture, and consultancy services as a single operating segment, thus no segment analysis is presented17 Geographical Information Due to the concentration of revenue and non-current assets in Hong Kong, no geographical segment information is presented - As the Group's revenue and non-current assets are primarily concentrated in Hong Kong, no geographical segment information is presented18 5. Profit Before Income Tax This section details the components contributing to profit before income tax, including staff costs, depreciation, and other operating expenses Components of Profit Before Income Tax | Item | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Staff costs (including Directors' emoluments) | 57,643 | 55,969 | 3.0% | | Depreciation (owned assets) | 776 | 892 | -13.0% | | Depreciation (right-of-use assets) | 2,159 | 2,001 | 7.9% | | Sub-consultancy fees | 4,885 | 7,232 | -32.4% | | Auditor's remuneration | 415 | 400 | 3.8% | | Operating lease expenses in respect of leased properties | 974 | 1,157 | -15.8% | 6. Income Tax Expense This section provides a breakdown of income tax expense, including current and deferred tax, and explains the applicable tax rates Details of Income Tax Expense | Item | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Current tax – Hong Kong Profits Tax | 2,329 | 1,724 | 35.1% | | Deferred income tax | 95 | (164) | N/A | | Total Income Tax Expense | 2,424 | 1,560 | 55.4% | - Hong Kong Profits Tax provision is calculated at 16.5%, with the first HK$2 million of assessable profits for eligible entities taxed at 8.25%20 7. Earnings Per Share This section details the calculation of basic and diluted earnings per share, based on the profit attributable to equity holders and the number of ordinary shares Earnings Per Share Calculation | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Profit for the period attributable to owners of the Company (HK$ Thousand) | 13,458 | 12,062 | 11.6% | | Number of ordinary shares (Thousand shares) | 800,000 | 800,000 | 0.0% | | Basic Earnings Per Share (HK cents) | 1.68 | 1.51 | 11.3% | - Diluted earnings per share are the same as basic earnings per share due to the absence of potential dilutive ordinary shares22 8. Dividends This section announces the interim dividend declared by the Board and highlights the significant reduction compared to the prior year - The Board declared an interim dividend of HK$0.0125 per ordinary share for 2025, totaling HK$10 million, a significant decrease from HK$45 million in the same period of 202423 9. Trade and Other Receivables This section provides a detailed breakdown and aging analysis of trade and other receivables, along with the Group's credit policy Details of Trade and Other Receivables | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables (net of allowance) | 78,775 | 69,081 | 14.0% | | Other receivables | 14,355 | 16,115 | -10.9% | | Prepayments | 2,616 | 1,472 | 77.7% | | Utility and other deposits | 344 | 349 | -1.4% | | Total | 96,090 | 87,017 | 10.4% | - The Group typically grants credit terms of 0 to 60 days to its customers25 Aging Analysis of Trade Receivables | Aging | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 17,378 | 18,478 | | 31 to 60 days | 12,057 | 13,208 | | 61 to 90 days | 7,688 | 7,391 | | 91 to 365 days | 26,024 | 19,753 | | Over 365 days | 15,628 | 10,251 | | Total | 78,775 | 69,081 | - Other receivables primarily represent salaries and medical insurance for on-site staff fully reimbursed by Hong Kong SAR government agencies27 10. Trade and Other Payables This section presents the breakdown and aging analysis of trade and other payables, along with the credit terms granted by suppliers Details of Trade and Other Payables | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 1,921 | 5,055 | -62.0% | | Accruals and other payables | 13,162 | 15,618 | -15.8% | | Total | 15,083 | 20,673 | -27.1% | - Suppliers generally grant the Group credit terms of 0 to 30 days28 Aging Analysis of Trade Payables | Aging | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 993 | 3,298 | | 31 to 60 days | 158 | 404 | | 61 to 90 days | 44 | 200 | | 91 to 365 days | – | 609 | | Over 365 days | 726 | 544 | | Total | 1,921 | 5,055 | 11. Share Capital This section outlines the company's share capital structure, including authorized and issued share capital Share Capital Structure | Item | Number of Shares | Amount (HK$ Thousand) | | :--- | :--- | :--- | | Authorized share capital (ordinary shares of HK$0.01 par value each) | 1,500,000,000 | 15,000 | | Issued and fully paid share capital | 800,000 | 8,000 | 12. Reserves This section describes the nature and purpose of the company's capital reserves and share premium Capital Reserve Capital reserve represents the difference between the nominal value of shares acquired in subsidiaries and the nominal value of shares issued during reorganisation - Capital reserve represents the difference between the nominal value of share capital of subsidiaries acquired and the nominal value of the Company's shares issued during reorganisation31 Share Premium Share premium includes the difference between the nominal value of the company's shares and the net proceeds from share issuance, usable for distributions or dividends under certain conditions - Share premium includes the difference between the nominal value of the Company's shares and the net proceeds from share issuance, which can be used for distributions or dividends to shareholders, subject to the Company's ability to pay its debts as they fall due32 Management Discussion and Analysis This section discusses the Group's business development, financial performance, liquidity, employee policies, and risk management strategies for the six months ended June 30, 2025, maintaining a cautious optimistic outlook Business Development and Prospects This section outlines the Group's core business as a Hong Kong engineering consultant, highlights profit growth, and expresses a cautious optimistic outlook for future operational efficiency and market expansion - The Group is a Hong Kong engineering consultant focused on infrastructure development33 - Net profit for the period was approximately HK$13.5 million, an increase from HK$12.1 million in the same period last year, primarily due to increased project tender invitations and cost-saving measures33 - The Board remains cautiously optimistic about business prospects, committed to enhancing operational efficiency, profitability, and expanding its client base and market share3334 Financial Review This section provides a detailed review of the Group's financial performance, including revenue, costs, profit, and tax expenses, for the reporting period Revenue Revenue increased by HK$1.1 million or 1.3% to HK$89.9 million, primarily due to an increase in projects awarded during the period - Revenue increased by HK$1.1 million or 1.3% to HK$89.9 million, primarily due to an increase in projects awarded during the period35 Direct Costs Direct costs remained stable at approximately HK$58.6 million compared to the same period last year - Direct costs were approximately HK$58.6 million, remaining stable compared to the same period last year36 Gross Profit Gross profit increased by HK$1.5 million or 5.0% to HK$31.3 million, driven by higher revenue and stable direct costs - Gross profit increased by HK$1.5 million or 5.0% to HK$31.3 million, primarily due to increased revenue and stable direct costs37 Other Income and Other Gains Other income and other gains decreased by HK$0.8 million or 60.6% to HK$0.5 million, mainly due to lower bank interest income and reduced government subsidies - Other income and other gains decreased by HK$0.8 million or 60.6% to HK$0.5 million, primarily due to lower bank interest income resulting from decreased interest rates and reduced government subsidies38 Administrative Expenses Administrative expenses decreased by HK$1.5 million or 8.6% to HK$15.9 million, mainly due to cost-saving measures implemented after the acquisition of Geo-Environmental Consultants Limited - Administrative expenses decreased by HK$1.5 million or 8.6% to HK$15.9 million, primarily due to cost-saving measures implemented following the acquisition of Geo-Environmental Consultants Limited39 Income Tax Expense Income tax expense increased by HK$0.9 million or 55.5% to HK$2.4 million, primarily due to higher assessable profits during the period - Income tax expense increased by HK$0.9 million or 55.5% to HK$2.4 million, primarily due to an increase in assessable profits for the period40 Dividends The Board resolved to declare an interim dividend of HK$0.0125 per ordinary share, payable on or around September 30, 2025 - The Board resolved to declare an interim dividend of HK$0.0125 per ordinary share, payable on or around September 30, 202541 Closure of Register of Members The register of members will be closed from August 25 to August 27, 2025, to determine eligibility for the interim dividend - To determine eligibility for the interim dividend, the register of members will be closed from August 25 to August 27, 202542 Liquidity and Financial Resources This section discusses the Group's liquidity position, including cash and cash equivalents, net current assets, total equity, and treasury policies - The Group primarily funds its operations through cash generated from operating activities43 Cash and Cash Equivalents and Time Deposits Cash and bank balances increased to approximately HK$40.7 million as of June 30, 2025, from HK$36.5 million at December 31, 2024 - As of June 30, 2025, cash and bank balances were approximately HK$40.7 million, an increase from HK$36.5 million as of December 31, 202444 Net Current Assets Net current assets increased to approximately HK$146.8 million as of June 30, 2025, from HK$130.7 million at December 31, 2024 - As of June 30, 2025, net current assets were approximately HK$146.8 million, an increase from HK$130.7 million as of December 31, 202445 Total Equity Total equity attributable to owners of the Company increased to approximately HK$149.6 million as of June 30, 2025, from HK$136.2 million at December 31, 2024 - As of June 30, 2025, total equity attributable to owners of the Company was approximately HK$149.6 million, an increase from HK$136.2 million as of December 31, 202446 Capital Structure There were no changes in the Group's capital structure during the period or up to the announcement date - There were no changes in the Group's capital structure during the period and up to the date of this announcement47 Treasury Policy The Group adopts a prudent treasury policy, maintaining a sound liquidity position and managing credit risk through continuous credit assessments - The Group adopts a prudent treasury policy, maintaining a sound liquidity position and managing credit risk through continuous credit assessments48 Contingent Liabilities As of June 30, 2025, the Group had no contingent liabilities - As of June 30, 2025, the Group had no contingent liabilities49 Employees and Remuneration Policy This section details the Group's employee count, commitment to attractive remuneration and a fair work environment, and the stock option scheme for talent retention - As of June 30, 2025, the Group had 481 employees, an increase from 473 as of December 31, 202450 - The Group is committed to providing attractive remuneration packages and a fair and harmonious working environment, regularly reviewing its human resources policies to comply with laws and regulations51 - The Company adopted a share option scheme in 2018 to incentivize, attract, and retain outstanding employees51 Material Investments, Acquisitions or Disposals of Subsidiaries, Associates and Joint Ventures During the six months ended June 30, 2025, the Group did not undertake any material investments, acquisitions, or disposals - For the six months ended June 30, 2025, the Group did not make any material investments, acquisitions, or disposals52 Capital Risk Management and Financial Risk Management This section details the Group's strategies for managing capital and financial risks, including capital structure optimization, gearing ratio, and foreign exchange exposure Capital Management The Group manages capital to ensure continuous operation and maximize shareholder returns by optimizing the balance between debt and equity - The Group manages capital to ensure continuous operation and maximize returns for shareholders by optimizing the balance between debt and equity53 Gearing Ratio As of June 30, 2025, the Group's gearing ratio was zero - As of June 30, 2025, the Group's gearing ratio was zero54 Foreign Exchange Risk All the Group's assets, liabilities, and transactions are denominated in Hong Kong dollars, indicating no significant foreign exchange risk and thus no hedging instruments are used - All the Group's assets, liabilities, and transactions are denominated in Hong Kong dollars, and the Directors believe there is no significant foreign exchange risk, thus no hedging instruments are employed55 Other Information This section covers various disclosures including competition, securities trading, GEM Listing Rules compliance, directors' and major shareholders' interests, corporate governance, and audit committee operations Competition and Conflicts of Interest During the period, no directors, controlling shareholders, or their close associates engaged in competing businesses or had other conflicts of interest with the Group - During the period, none of the Directors, controlling shareholders, or their close associates engaged in any business that competes or may compete with the Group's business, nor did any other conflicts of interest arise56 Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities57 Disclosure Obligations under GEM Listing Rules The Company has no other disclosure obligations under Rules 17.22, 17.23, and 17.24 of the GEM Listing Rules - The Company has no other disclosure obligations under Rules 17.22, 17.23, and 17.24 of the GEM Listing Rules58 Disclosure of Interests and Other Information This section details the interests and short positions of directors, chief executives, and substantial shareholders in the Company's shares and underlying shares Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares or Debentures of the Company and its Associated Corporations This subsection details the long positions held by directors in the Company's ordinary shares, including interests through controlled corporations Directors' Long Positions in Ordinary Shares of the Company | Director's Name | Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Cheung Kwan Tat | Interest in controlled corporation | 576,000,000 | 72.00% | | Ng Pak Hung | Beneficial owner | 24,000,000 | 3.00% | - Mr Cheung Kwan Tat's interest is held through his controlled corporation, Wai Wing Investment Holdings Limited59 - Save as disclosed above, no other Directors or chief executives had any interests or short positions in the shares of the Company or its associated corporations62 Interests and Short Positions of Substantial Shareholders and Other Persons in the Shares and Underlying Shares of the Company This subsection details the long positions held by substantial shareholders and other persons in the Company's ordinary shares, including deemed interests Substantial Shareholders' Long Positions in Ordinary Shares of the Company | Substantial Shareholder's Name/Name | Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Cheung Kwan Tat | Interest in controlled corporation | 576,000,000 | 72.00% | | Chiu Chui Ping | Spouse's interest | 576,000,000 | 72.00% | | Wai Wing Investment Holdings Limited | Beneficial owner | 576,000,000 | 72.00% | - Ms Chiu Chui Ping is deemed to be interested in the Company's shares through the interest of her spouse, Mr Cheung Kwan Tat63 - Save as disclosed above, the Company is not aware of any other persons who had interests or short positions of 5% or more in the Company's shares64 Corporate Governance Practices This section outlines the Company's commitment to high corporate governance standards, including a deviation from the Code Provision C.2.1 regarding the roles of Chairman and CEO - The Company is committed to maintaining high standards of corporate governance, based on the Corporate Governance Code set out in Appendix C1 Part 2 of the GEM Listing Rules65 - The Company deviates from Code Provision C.2.1 of the Corporate Governance Code, with Mr Cheung Kwan Tat serving concurrently as Chairman and Chief Executive Officer, an arrangement the Board believes facilitates business strategy execution and provides strong leadership without compromising the balance of power66 - The Board will regularly review the effectiveness of this arrangement and consider separating the roles of Chairman and Chief Executive Officer when appropriate67 Directors' Securities Transactions The Company adopted the Model Code for Securities Transactions by Directors of Listed Issuers, and all directors confirmed full compliance during the period - The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for Directors' securities transactions, and all Directors have confirmed full compliance during the period68 Share Option Scheme The Company adopted a share option scheme in 2018, revised in 2022, but no options have been granted since its adoption - The Company adopted a share option scheme on August 20, 2018, and revised it on December 30, 2022, but no share options have been granted thereunder since its adoption69 Audit Committee The Audit Committee has been established to advise on external auditors, review financial statements, and assess financial, internal control, and risk management systems - The Audit Committee has been established, with responsibilities including advising on external auditors, reviewing financial statements, and assessing financial controls, internal controls, and risk management systems70 - The unaudited interim results for the period have been reviewed by the Audit Committee members, who provided advice and opinions70 Significant Events After Reporting Period As of the announcement date, the Directors are not aware of any other significant events related to the Group's business or financial performance - As of the date of this announcement, the Directors are not aware of any other significant events related to the Group's business or financial performance71 Board Information and Website Publication This announcement will be published on the HKEX and Company websites for at least seven days, listing the executive and independent non-executive directors - This announcement will be published on the HKEX website and the Company's website for at least seven days72 - As of the date of this announcement, the executive Directors are Mr Cheung Kwan Tat and Mr Ng Pak Hung, and the independent non-executive Directors are Ms Chik Wai Chun, Mr Pang Chun Sing, and Mr Chan Kai Kau71
宝燵控股(08601) - 2025 - 中期业绩