K W NELSON GP(08411) - 2025 - 中期业绩

Company Information and GEM Characteristics Company Overview K W Nelson Interior Design and Contracting Group Limited, a Cayman Islands-registered company (stock code 8411), released its interim results announcement for the six months ended 30 June 2025 - Company Name: K W Nelson Interior Design and Contracting Group Limited[1] - Place of Registration: Cayman Islands[1] - Stock Code: 8411[1] - Reporting Period: Six months ended 30 June 2025[1] GEM Market Features and Investment Risks The GEM market provides a listing platform for SMEs, but these companies typically carry higher investment risks, requiring investors to prudently assess potential market volatility and liquidity concerns - GEM Market Positioning: Provides a listing market for small and medium-sized companies, with higher investment risks[2] - Investment Risk Warning: Investors should understand potential risks and make investment decisions after careful consideration[2] - Market Volatility and Liquidity: GEM securities may be subject to significant market volatility risks, and high liquidity cannot be guaranteed[2] Disclaimer of Announcement Responsibility This announcement provides company information under GEM Listing Rules, with all directors jointly assuming full responsibility for its accuracy, completeness, non-misleading nature, and absence of fraud - Basis of Announcement: GEM Listing Rules of the Stock Exchange[3] - Directors' Responsibility: Jointly and severally assume full responsibility, confirming the announcement information is accurate, complete, not misleading, and not fraudulent[3] Financial Highlights Key Financial Performance For the six months ended 30 June 2025, the Group's revenue grew 42.7% to HK$12.3 million, gross profit increased to HK$4.0 million, but loss attributable to owners expanded to HK$2.3 million, with no interim dividend recommended Key Financial Data for the Six Months Ended 30 June 2025 | Indicator | 30 June 2025 (HK$'000) | 30 June 2024 (HK$'000) | Year-on-year Change | Primary Driving Factors | | :--- | :--- | :--- | :--- | :--- | | Revenue | 12,300 | 8,600 | +42.7% | Increased revenue from office property and medical center projects | | Gross Profit | 4,000 | 2,300 | +73.9% | | | Loss attributable to owners of the Company | (2,300) | (2,000) | +15.0% | | | Interim Dividend | Not recommended | Nil | | | Unaudited Condensed Consolidated Interim Financial Results Condensed Consolidated Interim Statement of Profit or Loss Revenue significantly increased by 42.7% to HK$12,264 thousand, and gross profit rose to HK$4,017 thousand, but increased expenses and impairment provisions led to an operating loss of HK$2,160 thousand and a loss attributable to owners of HK$2,268 thousand, with basic loss per share at HK0.24 cents Condensed Consolidated Interim Statement of Profit or Loss (For the six months ended 30 June) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 12,264 | 8,594 | 3,670 | +42.7% | | Cost of sales | (8,247) | (6,300) | (1,947) | +30.9% | | Gross Profit | 4,017 | 2,294 | 1,723 | +75.1% | | Other income | 818 | 924 | (106) | -11.5% | | Selling and distribution expenses | (817) | (454) | (363) | +79.9% | | Administrative expenses | (5,902) | (5,045) | (857) | +17.0% | | Impairment (provision)/reversal for trade receivables and contract assets | (276) | 315 | (591) | -187.6% | | Operating loss | (2,160) | (1,966) | (194) | +9.9% | | Finance costs | (23) | (13) | (10) | +76.9% | | Loss before income tax | (2,183) | (1,979) | (204) | +10.3% | | Income tax expense | (85) | – | (85) | N/A | | Loss for the period attributable to owners of the Company | (2,268) | (1,979) | (289) | +14.6% | | Basic and diluted loss per share (HK cents) | (0.24) | (0.21) | (0.03) | +14.3% | Condensed Consolidated Interim Statement of Comprehensive Income Total comprehensive loss attributable to owners expanded to HK$2,182 thousand, up from HK$2,029 thousand in the prior period, primarily due to increased loss for the period and exchange differences Condensed Consolidated Interim Statement of Comprehensive Income (For the six months ended 30 June) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Loss for the period | (2,268) | (1,979) | (289) | | Exchange differences arising on translation of foreign operations | 86 | (15) | 101 | | Fair value change of financial assets at fair value through other comprehensive income | – | (35) | 35 | | Other comprehensive income/(loss) for the period, net of tax | 86 | (50) | 136 | | Total comprehensive loss for the period attributable to owners of the Company | (2,182) | (2,029) | (153) | Condensed Consolidated Interim Statement of Financial Position As of 30 June 2025, total assets slightly increased to HK$66,409 thousand, with non-current assets decreasing and cash and cash equivalents significantly rising to HK$46,139 thousand, while total liabilities notably grew to HK$6,792 thousand, mainly due to contract liabilities Condensed Consolidated Interim Statement of Financial Position (As at 30 June 2025) | Indicator | 30 June 2025 (HK$'000) | 31 December 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Assets | | | | | Non-current assets | 2,041 | 2,709 | (668) | | Current assets | 64,368 | 63,406 | 962 | | - Cash and cash equivalents | 46,139 | 9,040 | 37,099 | | - Fixed deposits with original maturity of more than three months | 7,803 | 41,694 | (33,891) | | Total assets | 66,409 | 66,115 | 294 | | Equity | | | | | Total equity | 59,617 | 61,799 | (2,182) | | Liabilities | | | | | Non-current liabilities | 925 | 1,042 | (117) | | Current liabilities | 5,867 | 3,274 | 2,593 | | - Contract liabilities | 3,422 | – | 3,422 | | Total liabilities | 6,792 | 4,316 | 2,476 | Condensed Consolidated Interim Statement of Changes in Equity As of 30 June 2025, equity attributable to owners decreased from HK$61,799 thousand at year-start to HK$59,617 thousand, primarily due to a HK$2,268 thousand loss for the period, partially offset by HK$86 thousand in exchange differences from foreign operations Condensed Consolidated Interim Statement of Changes in Equity (For the six months ended 30 June) | Indicator | 30 June 2025 (HK$'000) | 1 January 2025 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Share capital | 10,000 | 10,000 | – | | Share premium | 33,728 | 33,728 | – | | Exchange reserve | (223) | (309) | 86 | | Fair value reserve | – | – | – | | Shares held for share award scheme | (8,824) | (8,824) | – | | Merger reserve | (380) | (380) | – | | Contribution reserve | 5,000 | 5,000 | – | | Retained profits | 20,316 | 22,584 | (2,268) | | Total equity | 59,617 | 61,799 | (2,182) | Condensed Consolidated Interim Statement of Cash Flows Net cash from operating activities turned to an inflow of HK$2,769 thousand, while net cash from investing activities significantly increased to HK$34,484 thousand due to reduced fixed deposits, resulting in a substantial increase in period-end cash and cash equivalents to HK$46,139 thousand Condensed Consolidated Interim Statement of Cash Flows (For the six months ended 30 June) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Net cash from/(used in) operating activities | 2,769 | (3,766) | 6,535 | | Net cash from investing activities | 34,484 | 24 | 34,460 | | Net cash used in financing activities | (240) | (321) | 81 | | Net increase/(decrease) in cash and cash equivalents | 37,013 | (4,063) | 41,076 | | Cash and cash equivalents at 1 January | 9,040 | 19,062 | (10,022) | | Effect of exchange rate changes | 86 | (15) | 101 | | Cash and cash equivalents at 30 June | 46,139 | 14,984 | 31,155 | Notes to the Unaudited Interim Financial Results General Information K W Nelson Interior Design and Contracting Group Limited, registered in the Cayman Islands, primarily engages in interior design, project management, and interior fitting-out works, with its principal place of business in Hong Kong - Place of Registration: Cayman Islands[13] - Principal Business: Provision of interior design, project management services, and interior fitting-out works[13] - Principal Place of Business: Hong Kong[13] Basis of Preparation The interim financial results are prepared in accordance with GEM Listing Rules and HKAS 34 "Interim Financial Reporting" issued by the HKICPA, using historical cost convention, and have been reviewed by the review committee - Basis of Preparation: GEM Listing Rules and HKAS 34 "Interim Financial Reporting" issued by the HKICPA[15] - Measurement Basis: Historical cost[17] - Review Status: Unaudited, but reviewed by the review committee[16] Changes in Accounting Policies Revisions to Hong Kong Financial Reporting Standards effective for the first time in this accounting period had no significant impact on the Group's results or financial position, and no new standards or interpretations not yet effective have been applied - No significant impact from changes in accounting policies during the period[18] - No new standards or interpretations not yet effective have been applied[18] Revenue and Segment Reporting The Group has a single reportable operating segment, providing interior design, project management services, and interior fitting-out works, with all external customer revenue and most non-current assets derived from Hong Kong - Single Operating Segment: Provision of interior design, project management services, and interior fitting-out works[19] External Customer Revenue by Geographical Location (For the six months ended 30 June) | Region | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong | 12,264 | 8,594 | Non-current Assets by Geographical Location (As at 30 June 2025) | Region | 30 June 2025 (HK$'000) | 31 December 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong | 2,037 | 2,705 | | China and Macau | 4 | 4 | | Total | 2,041 | 2,709 | Other Income Other income for the period primarily consisted of interest income of HK$818 thousand, which decreased compared to the prior period Other Income (For the six months ended 30 June) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Interest income | 818 | 921 | | Others | – | 3 | | Total | 818 | 924 | Expenses by Nature Total cost of sales, selling and distribution expenses, and administrative expenses increased to HK$14,966 thousand, mainly due to higher material and subcontracting costs, employee benefit costs, legal and professional fees, and depreciation Total Expenses by Nature (For the six months ended 30 June) | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change (HK$'000) | | :--- | :--- | :--- | :--- | | Material and subcontracting costs | 7,635 | 5,635 | 2,000 | | Depreciation of property, plant and equipment | 670 | 490 | 180 | | Depreciation of right-of-use assets | 223 | 302 | (79) | | Employee benefit costs | 3,989 | 3,484 | 505 | | Legal and professional fees | 1,143 | 1,034 | 109 | | Travel expenses | 251 | 119 | 132 | | Others | 864 | 529 | 335 | | Total | 14,966 | 11,799 | 3,167 | Finance Costs Finance costs for the period primarily comprised interest expense on lease liabilities of HK$23 thousand, which increased compared to the prior period Finance Costs (For the six months ended 30 June) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Interest expense on lease liabilities | 23 | 13 | Income Tax Expense Income tax expense for the period was HK$85 thousand, mainly due to under-provision for Hong Kong profits tax in prior years, while no enterprise income tax was provided for the Chinese subsidiary due to losses Income Tax Expense Analysis (For the six months ended 30 June) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong profits tax — Under-provision in prior years | 85 | – | - No enterprise income tax was provided for the Chinese subsidiary due to losses[25] Loss Per Share Basic loss per share for the period was HK0.24 cents, an increase from HK0.21 cents in the prior period, with diluted loss per share equaling basic loss per share due to the absence of potential dilutive ordinary shares Loss Per Share (For the six months ended 30 June) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (HK$'000) | (2,268) | (1,979) | | Weighted average number of ordinary shares in issue (thousands) | 950,400 | 950,677 | | Basic Loss Per Share (HK cents) | (0.24) | (0.21) | - Diluted loss per share equals basic loss per share due to the absence of potential dilutive ordinary shares[29] Dividends The Board of Directors does not recommend the payment of an interim dividend for the period - No interim dividend recommended for the period (2024: nil)[30] Property, Plant and Equipment As of 30 June 2025, the carrying amount of property, plant and equipment decreased to HK$1,230 thousand, with additions of HK$225 thousand and depreciation of HK$670 thousand during the period Changes in Property, Plant and Equipment (For the six months ended 30 June) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | At 1 January | 1,675 | 2,533 | | Additions | 225 | 13 | | Depreciation | (670) | (490) | | At 30 June | 1,230 | 2,056 | Right-of-Use Assets The Group made no additions to right-of-use assets for the six months ended 30 June 2025 - No additions to right-of-use assets during the period (2024: HK$452 thousand)[32] Trade and Other Receivables As of 30 June 2025, the current portion of trade and other receivables decreased to HK$7,466 thousand from HK$8,001 thousand at the end of 2024, with a reduction in impairment provision for trade receivables but an increase in the aging proportion over 90 days Trade and Other Receivables (As at 30 June 2025) | Item | 30 June 2025 (HK$'000) | 31 December 2024 (HK$'000) | | :--- | :--- | :--- | | Trade receivables | 5,716 | 6,714 | | Less: Provision for impairment losses | (334) | (887) | | Prepayments | 1,588 | 1,327 | | Deposits and other receivables | 602 | 953 | | Total current portion | 7,466 | 8,001 | Aging Analysis of Trade Receivables (As at 30 June 2025) | Aging | 30 June 2025 (HK$'000) | 31 December 2024 (HK$'000) | | :--- | :--- | :--- | | Within 30 days | 1,924 | 2,451 | | 31 to 60 days | 80 | 3,218 | | 61 to 90 days | 377 | – | | Over 90 days | 3,001 | 158 | | Total | 5,382 | 5,827 | Provisions, Trade and Other Payables As of 30 June 2025, total trade and other payables decreased to HK$2,073 thousand from HK$2,834 thousand at the end of 2024, while total provisions slightly increased to HK$580 thousand, mainly for reinstatement costs and long service payment provisions Provisions, Trade and Other Payables (As at 30 June 2025) | Item | 30 June 2025 (HK$'000) | 31 December 2024 (HK$'000) | | :--- | :--- | :--- | | Provisions | | | | Provision for reinstatement costs | 449 | 449 | | Provision for long service payments | 131 | 99 | | Total provisions | 580 | 548 | | Trade and Other Payables | | | | Trade payables | 2,054 | 1,950 | | Other payables and accrued expenses | 19 | 884 | | Total trade and other payables | 2,073 | 2,834 | Aging Analysis of Trade Payables (As at 30 June 2025) | Aging | 30 June 2025 (HK$'000) | 31 December 2024 (HK$'000) | | :--- | :--- | :--- | | 1 to 30 days | 410 | 196 | | 31 to 90 days | 777 | 389 | | Over 90 days | 867 | 1,365 | | Total | 2,054 | 1,950 | Notes to the Condensed Consolidated Interim Statement of Cash Flows Cash generated from operating activities for the period was HK$2,854 thousand, a shift from an outflow in the prior period, primarily driven by a decrease in contract assets and an increase in contract liabilities, offsetting the impact of loss before income tax Adjustments for Cash Generated From/(Used In) Operating Activities (For the six months ended 30 June) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Loss before income tax | (2,183) | (1,979) | | Depreciation of property, plant and equipment | 670 | 490 | | Depreciation of right-of-use assets | 223 | 302 | | Interest income | (818) | (921) | | Impairment loss provision/(reversal) for trade receivables and contract assets | 276 | (315) | | Operating loss before working capital changes | (1,777) | (2,415) | | Changes in trade and other receivables | 259 | (120) | | Changes in contract assets | 1,711 | 59 | | Changes in trade and other payables | (761) | (1,202) | | Changes in contract liabilities | 3,422 | (88) | | Cash generated from/(used in) operating activities | 2,854 | (3,766) | Significant Related Party Transactions The Group engaged in related party transactions with Further Concept Limited, a company controlled by Mr. Lau King Wai (controlling shareholder) and his spouse Ms. Chan Pui Shan, primarily involving lease liabilities and interest expenses, with increased remuneration for key management personnel and the controlling shareholder's spouse - Related parties include: Mr. Lau King Wai (Director and controlling shareholder), Ms. Chan Pui Shan (Personal Assistant to CEO and spouse of controlling shareholder), and Further Concept Limited (controlled by the controlling shareholder)[36] Amounts Due to a Related Company and Related Interest Expenses (For the six months ended 30 June) | Item | 30 June 2025 (HK$'000) | 31 December 2024 (HK$'000) | 2025 Interest Expense (HK$'000) | 2024 Interest Expense (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Lease liabilities due to a related company — Further Concept Limited | 554 | 665 | 16 | 5 | Key Management Personnel Remuneration (For the six months ended 30 June) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Emoluments, salaries and other benefits | 2,073 | 1,719 | | Contributions to defined contribution retirement plans | 19 | 19 | | Total | 2,092 | 1,738 | Remuneration of Spouse of Controlling Shareholder (For the six months ended 30 June) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Salaries and other benefits | 428 | 321 | | Contributions to defined contribution retirement plans | 9 | 9 | | Total | 437 | 330 | Management Discussion and Analysis Business Review The Group, a Hong Kong interior fitting-out company, focuses on commercial premises, providing interior design, project management, and fitting-out works, with revenue growing 42.7% to HK$12.3 million and gross profit to HK$4.0 million, primarily driven by office property and medical center projects, despite an expanded loss attributable to owners of HK$2.3 million - Core business: Interior design, project management services, and interior fitting-out works, focusing on commercial premises (offices, retail shops) in Hong Kong[42] - Project types: Design and fitting-out projects, fitting-out projects, and other interior design and fitting-out services[42] Summary of Business Performance for the Period | Indicator | 30 June 2025 (HK$ million) | 30 June 2024 (HK$ million) | Year-on-year Growth | | :--- | :--- | :--- | :--- | | Revenue | 12.3 | 8.6 | 42.7% | | Gross Profit | 4.0 | 2.3 | 73.9% | | Loss attributable to owners of the Company | 2.3 | 2.0 | 15.0% | Outlook The Group is optimistic about the interior design and fitting-out market, particularly in commercial premises and medical centers, and will continue to strengthen core competencies, invest in large projects, and explore new business opportunities to deliver long-term shareholder returns - Market recovery: Anticipated rebound in demand for office property renovation, having passed the most challenging period[44] - Growth areas: Optimistic about commercial premises and medical center markets due to increased awareness of health issues and an aging population in Hong Kong[44] - Strategic focus: Consolidate core competencies, enhance capabilities, prioritize quality, strengthen adaptability to market trends, undertake more large-scale projects, and explore new business opportunities[44] Financial Review Revenue Revenue for the period increased to HK$12.3 million, primarily from design and fitting-out projects, especially medical center projects, which contributed 71.0% of total revenue Revenue and Number of Projects by Project Type and Geographical Location (For the six months ended 30 June) | Project Type and Location | 2025 Number of Projects | 2025 Revenue (HK$'000) | 2025 Revenue Share (%) | 2024 Number of Projects | 2024 Revenue (HK$'000) | 2024 Revenue Share (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Design and Fitting-out | | | | | | | | Hong Kong | 3 | 8,703 | 71.0 | 6 | 7,242 | 84.3 | | Others | | | | | | | | Hong Kong | | 3,469 | 29.0 | | 1,352 | 15.7 | | Total | 3 | 12,264 | 100.0 | 6 | 8,594 | 100.0 | - Revenue from design and fitting-out projects increased by HK$1.5 million to HK$8.7 million, primarily driven by medical center projects (an increase of HK$1.4 million)[45] Cost of Sales and Gross Margin The Group's overall gross margin increased from 26.7% in the prior period to 32.8% in the current period, mainly due to higher gross margins from other projects, such as office property renovation and maintenance works - Cost of sales primarily includes subcontracting costs, direct staff costs, material procurement costs, and insurance costs[46] Gross Margin by Project Type (For the six months ended 30 June) | Project Type | 2025 Gross Margin (%) | 2024 Gross Margin (%) | | :--- | :--- | :--- | | Design and Fitting-out | 22.1 | 28.0 | | Others | 58.8 | 19.7 | | Overall | 32.8 | 26.7 | - Overall gross margin increased mainly due to higher gross margins from other projects, such as office property renovation and maintenance works[47] Selling and Distribution Expenses Selling and distribution expenses increased to HK$0.8 million, primarily due to a HK$0.2 million increase in staff costs to explore business opportunities - Selling and distribution expenses increased from HK$0.4 million to HK$0.8 million[48] - Primary driver: Increase in staff costs by HK$0.2 million to explore business opportunities[48] Administrative Expenses Administrative expenses increased to HK$5.9 million, primarily due to an approximate HK$0.7 million increase in staff costs and directors' emoluments - Administrative expenses increased from HK$5.0 million to HK$5.9 million[49] - Primary driver: Increase in staff costs and directors' emoluments by approximately HK$0.7 million[49] Income Tax Expense Income tax expense of HK$85 thousand was recognized for the period, mainly due to under-provision for tax expenses in prior years - Income tax expense of HK$85 thousand recognized for the period (prior period: nil)[50] - Reason: Under-provision for tax expenses in prior years[50] Loss for the Period The Group's loss for the period expanded to HK$2.3 million - Loss for the period expanded to HK$2.3 million (prior period: HK$2.0 million)[51] Dividends The Board of Directors does not recommend the payment of any dividends for the period - No dividend recommended for the period (prior period: nil)[52] Impairment Loss Provision for Trade Receivables and Contract Assets Impairment loss provision for trade receivables and contract assets for the period was approximately HK$0.3 million, a decrease from HK$0.9 million at the end of 2024, with no amounts related to customers with known financial difficulties - Impairment loss provision for the period approximately HK$0.3 million (31 December 2024: HK$0.9 million)[53] - No amounts are related to customers with known financial difficulties or significant doubts about recoverability[53] Liquidity, Financial Resources, Gearing Ratio and Capital Structure The Group funds its operations through internal resources, with net current assets of approximately HK$58.5 million and cash and cash equivalents significantly increasing to HK$46.1 million; the current ratio decreased to 11.0 times mainly due to increased lease liabilities, with no outstanding borrowings and no significant changes to the capital structure - Working capital source: Internal resources[54] Key Liquidity and Capital Structure Indicators (As at 30 June) | Indicator | 30 June 2025 (HK$ million) | 31 December 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Net current assets | 58.5 | 60.1 | (1.6) | | Cash and cash equivalents | 46.1 | 9.0 | +37.1 | | Unutilised banking facilities | 2.0 | 2.0 | – | | Current ratio | 11.0 times | 19.4 times | Decrease | | Outstanding borrowings | Nil | Nil | – | | Equity attributable to owners of the Company | 59.6 | 61.8 | (2.2) | - Current ratio decreased mainly due to an increase in lease liabilities[54] - Capital structure has not changed significantly since the listing date, with share capital comprising only ordinary shares[54] Pledge of Assets As of 30 June 2025, the Group pledged bank deposits of HK$2.0 million to secure banking facilities, with no other assets pledged - Pledged bank deposits: HK$2.0 million (31 December 2024: HK$2.0 million) to secure banking facilities[55] - No other assets pledged[55] Foreign Exchange Risk and Treasury Policy The Group's business is primarily conducted in Hong Kong, with transactions and monetary assets/liabilities denominated in HKD, resulting in no significant impact from exchange rate fluctuations during the period, and no derivative instruments were used for hedging; the company adopts prudent financial management to maintain sound liquidity and continuously assesses customer credit risk - Foreign exchange risk: Business primarily conducted in Hong Kong, with transactions and monetary assets/liabilities denominated in HKD, no significant impact from exchange rate fluctuations during the period[56] - Treasury policy: Adopts prudent financial management measures, maintains a sound liquidity position, and reduces credit risk exposure through credit assessments[56] - No derivative instruments entered into to hedge foreign exchange risk[56] Capital Commitments As of 30 June 2025, the Group had no significant capital commitments - No significant capital commitments (31 December 2024: nil)[57] Human Resources Management As of 30 June 2025, the Group had 13 employees and attracts and retains talent through regular reviews of remuneration packages, discretionary bonuses, and a share award scheme - Number of employees: 13 (31 December 2024: 13)[58] - Remuneration policy: Regular review of remuneration packages, discretionary bonuses, and a share award scheme to attract and retain talent[58] Material Investments, Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies, and Future Plans for Material Investments or Additions to Capital Assets During the period, the Group had no material investments, acquisitions, or disposals of subsidiaries and affiliated companies, nor any future plans for material investments or additions to capital assets - No material investments, acquisitions, or disposals of subsidiaries and affiliated companies during the period[59] - No future plans for material investments or additions to capital assets[59] Contingent Liabilities As of 30 June 2025, the Group had no significant contingent liabilities - No significant contingent liabilities (31 December 2024: nil)[60] Other Information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations As of 30 June 2025, Chairman and CEO Mr. Lau King Wai held 75% of the Company's shares through his controlled corporation, Sino Emperor Group Limited, with no other directors or chief executives holding disclosable interests or short positions Directors' Interests in Shares of the Company (As at 30 June) | Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lau King Wai | Interest in controlled corporation | 750,000,000 | 75% | - Mr. Lau King Wai beneficially owns the entire issued share capital of Sino Emperor Group Limited and is deemed to be interested in all shares held by Sino Emperor[62] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company As of 30 June 2025, substantial shareholder Sino Emperor Group Limited held 75% of the shares, and Ms. Chan Pui Shan, Mr. Lau King Wai's spouse, was deemed to have the same interest due to spousal interest; no other persons held 5% or more disclosable interests or short positions Substantial Shareholders' Interests in Shares (As at 30 June) | Name of Shareholder | Nature of Interest | Number of Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Sino Emperor Group Limited | Beneficial owner | 750,000,000 | 75% | | Ms. Chan Pui Shan | Interest of spouse | 750,000,000 | 75% | - Sino Emperor is wholly-owned by Mr. Lau King Wai, and Ms. Chan Pui Shan is deemed to be interested in these shares due to her spousal relationship[64] Competing Business During the period and up to the announcement date, no directors, controlling shareholders, or their close associates owned any business interests that competed with the Group's business - No directors, controlling shareholders, or their close associates own any business interests that compete with the Group's business during the period and up to the announcement date[66] Share-linked Agreements Other than the Share Award Scheme, the Company did not enter into or have any share-linked agreements during the period that could result in the issuance of shares - No share-linked agreements, other than the Share Award Scheme, were entered into or existed during the period that could result in the issuance of shares[67] Share Award Scheme The Company adopted a Share Award Scheme on 17 May 2021 to retain and incentivize employees; during the period, no share awards were granted, vested, cancelled, or lapsed, nor did the trustee purchase company shares, and the scheme limits total granted shares to 10% of issued shares and an individual limit of 1% - Adoption date: 17 May 2021[68] - Purpose: To retain participants and encourage their contribution to the Group's development[68] - Status during the period: No share awards granted, vested, cancelled, or lapsed; no shares of the Company purchased by the trustee[69][70] - Grant limits: Total number of shares granted not to exceed 10% of issued shares, with an individual limit of 1%[69] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any listed securities during the period, and the Company held no treasury shares - No purchase, sale, or redemption of any listed securities (including sale of treasury shares) by the Company or its subsidiaries during the period[72] - As at 30 June 2025, the Company held no treasury shares[72] Changes in Directors' Information During the period and up to the announcement date, there were no other disclosable changes in directors' information, except for Mr. Lee Wai Leung being recognized as a Certified Public Accountant by the Association of Chartered Certified Accountants in January 2025 - Mr. Lee Wai Leung was recognized as a Certified Public Accountant by the Association of Chartered Certified Accountants in January 2025[74] - No other changes in directors' information requiring disclosure[73] Corporate Governance The Company adopted and complied with the Corporate Governance Code during the period, with a deviation from Code Provision C.2.1 where Mr. Lau King Wai concurrently holds the roles of Chairman and Chief Executive Officer, an arrangement the Board believes benefits business prospects and operational efficiency, balanced by appropriate power allocation and independent non-executive director oversight - Adopted and complied with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules[75] - Deviation from Code Provision C.2.1: The roles of Chairman and Chief Executive Officer are not segregated, with Mr. Lau King Wai holding both positions concurrently[75] - The Board believes this arrangement benefits business prospects and operational efficiency, with appropriate power allocation and checks by independent non-executive directors[75] Code of Conduct for Securities Transactions by Directors The Company adopted a code of conduct for directors' securities transactions no less exacting than the GEM Listing Rules' required standard of dealings, and all directors confirmed compliance throughout the period with no non-compliance noted - Adopted a code of conduct for directors' securities transactions that is no less exacting than the required standard of dealings set out in the GEM Listing Rules[76] - All directors confirmed compliance with the required standard of dealings throughout the period, with no non-compliance noted[76] Audit Committee The Audit Committee, established on 18 November 2016 with three members and Ms. So Ying Chi as Chairman, reviewed the unaudited consolidated interim financial results and found them compliant with applicable accounting standards, GEM Listing Rules, and other regulatory requirements - Establishment date: 18 November 2016[77] - Composition: Three members, with Ms. So Ying Chi as Chairman[77] - Review conclusion: The interim financial results comply with applicable accounting standards, GEM Listing Rules, and other regulatory requirements, and are adequately disclosed[77] Publication of Interim Results Announcement This interim results announcement has been published on the Company's website and the HKEXnews website and will remain on the GEM website for at least seven days - Announcement publication platforms: Company website (www.kwnelson.com.hk) and HKEXnews website (**www.hkexnews.hk**)[78](index=78&type=chunk) - Retention on GEM website: At least seven days from the date of publication[78]