HM INTL HLDGS(08416) - 2025 - 中期业绩

Announcements and General Information This section provides details on HM International Holdings Limited's interim results announcement and clarifies the characteristics and disclaimers of the GEM market Announcement Details HM International Holdings Limited announced its unaudited interim results for the six months ended June 30, 2025, with the full report complying with GEM Listing Rules and to be dispatched to shareholders - HM International Holdings Limited released its 2025 interim results announcement, covering the unaudited consolidated results for the six months ended June 30, 2025[2][3] - The announcement complies with the relevant requirements of the GEM Listing Rules of The Stock Exchange of Hong Kong Limited, and printed copies will be dispatched to shareholders and available on the GEM and company websites[3][4] GEM Board Characteristics and Disclaimer This section outlines the GEM Board's role in providing listing opportunities for small and medium-sized companies with high investment risks, emphasizing investor caution, and clarifies that HKEX and SEHK bear no responsibility for the report's content - The GEM Board aims to provide a listing platform for small and medium-sized companies with higher investment risks, and investors should carefully consider potential risks[5] - Securities listed on the GEM Board may face significant market volatility risks, and high liquidity is not guaranteed[6] - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited make no representation as to the accuracy or completeness of this report's content and accept no liability whatsoever[6] Condensed Consolidated Financial Statements This section presents the group's condensed consolidated financial statements, including the statement of profit or loss, financial position, changes in equity, and cash flows for the period Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's revenue decreased to HKD 78,465 thousand from HKD 93,109 thousand in the prior period, while profit for the period increased to HKD 7,262 thousand from HKD 5,666 thousand Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 78,465 | 93,109 | (14,644) | -15.73% | | Cost of sales | (46,012) | (55,103) | 9,091 | -16.50% | | Gross profit | 32,453 | 38,006 | (5,553) | -14.61% | | Other income and gains | 3,556 | 451 | 3,105 | 688.47% | | Selling expenses | (5,591) | (5,725) | 134 | -2.34% | | Administrative expenses | (22,256) | (26,934) | 4,678 | -17.37% | | Finance costs | (493) | (409) | (84) | 20.54% | | Profit before tax | 7,669 | 5,389 | 2,280 | 42.31% | | Income tax (expense) / credit | (407) | 277 | (684) | -246.93% | | Profit for the period | 7,262 | 5,666 | 1,596 | 28.17% | | Total comprehensive income for the period | 6,845 | 5,665 | 1,180 | 20.83% | - Basic and diluted earnings per share attributable to owners of the Company increased from 1.23 HK cents in 2024 to 1.79 HK cents in 2025[9] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets increased to HKD 131,175 thousand, and net current assets rose to HKD 71,111 thousand, indicating a robust asset and liability structure with a notable increase in contract assets Condensed Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 21,360 | 24,539 | (3,179) | -12.96% | | Current assets | 109,815 | 97,028 | 12,787 | 13.18% | | Total assets | 131,175 | 121,567 | 9,608 | 7.90% | | Current liabilities | 38,704 | 36,117 | 2,587 | 7.16% | | Net current assets | 71,111 | 60,911 | 10,200 | 16.75% | | Non-current liabilities | 12,848 | 12,922 | (74) | -0.57% | | Net assets | 79,623 | 72,528 | 7,095 | 9.78% | | Total equity | 79,623 | 72,528 | 7,095 | 9.78% | - Contract assets significantly increased from HKD 4,158 thousand as of December 31, 2024, to HKD 16,971 thousand as of June 30, 2025[10] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners of the Company increased from HKD 76,734 thousand to HKD 80,181 thousand, primarily driven by profit for the period and share award scheme expenses, partially offset by a reduction in retained earnings due to the acquisition of non-controlling interests in a subsidiary Condensed Consolidated Statement of Changes in Equity Key Data (For the six months ended June 30) | Indicator | January 1, 2025 (HKD thousands) | June 30, 2025 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 76,734 | 80,181 | 3,447 | | Non-controlling interests | (4,206) | (558) | 3,648 | | Total equity | 72,528 | 79,623 | 7,095 | - In June 2025, the Group acquired the remaining 49% of the issued share capital of its indirect subsidiary, Tilt Pte. Ltd., for a cash consideration of SGD 100, increasing its ownership to 100%[12] - The acquisition of non-controlling interests in Tilt resulted in a difference of approximately HKD 3.9 million transferred to retained earnings[12] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities turned into an inflow of HKD 3,155 thousand, compared to an outflow of HKD 6,129 thousand in the prior period, with cash and cash equivalents increasing to HKD 64,833 thousand at period-end Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net cash from / (used in) operating activities | 3,155 | (6,129) | 9,284 | | Net cash used in investing activities | (102) | (7,867) | 7,765 | | Net cash used in financing activities | (2,654) | (14,575) | 11,921 | | Net increase / (decrease) in cash and cash equivalents | 399 | (28,571) | 28,970 | | Cash and cash equivalents at end of period | 64,833 | 62,006 | 2,827 | - Operating cash flow shifted from a net outflow in the prior period of 2024 to a net inflow in the current period of 2025, indicating improved operational efficiency[13] Notes to the Condensed Consolidated Financial Statements This section provides detailed notes to the condensed consolidated financial statements, covering general information, accounting policy applications, revenue breakdown, segment information, taxation, profit for the period, earnings per share, and trade and other receivables/payables 1. General Information HM International Holdings Limited, incorporated in the Cayman Islands with HM Ultimate Holdings Limited as its parent, has been listed on the GEM Board since January 11, 2017, primarily offering integrated printing services - The Company was incorporated in the Cayman Islands on January 13, 2016, with HM Ultimate Holdings Limited as its parent company[14] - The Company's shares have been listed on the GEM Board of the Stock Exchange since January 11, 2017, with its principal business being the provision of integrated printing services[14] - The financial statements are presented in HKD and prepared in accordance with HKAS 34 and the GEM Listing Rules, unaudited but reviewed by the audit committee[15][16] 2. Application of Amendments to Hong Kong Financial Reporting Standards Amendments to Hong Kong Financial Reporting Standards, including HKAS 21 (Amendments) "Lack of Exchangeability," effective for this period, are not expected to have a significant impact on the Group's financial position and performance - Amendments to Hong Kong Financial Reporting Standards, such as HKAS 21 (Amendments) "Lack of Exchangeability," which are mandatorily effective for the current period, are not expected to have a significant impact on the Group's financial position and performance[17] 3. Revenue For the six months ended June 30, 2025, the Group's total revenue was HKD 78,465 thousand, a 15.7% decrease from HKD 93,109 thousand in the prior period, with financial printing services remaining the primary but declining revenue source Revenue Composition (For the six months ended June 30) | Revenue Source | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Provision of financial printing services | 59,455 | 71,658 | (12,203) | -17.03% | | Provision of marketing collateral printing services | 7,254 | 9,609 | (2,355) | -24.51% | | Provision of other services | 11,756 | 11,842 | (86) | -0.73% | | Total Revenue | 78,465 | 93,109 | (14,644) | -15.73% | 4. Segment Information In accordance with HKFRS 8, the Group operates a single segment of integrated printing services, with most revenue, assets, and liabilities originating from Hong Kong, and no single customer contributed over 10% of the Group's revenue during the review period - The Group has only one operating segment, which is the provision of integrated printing services, with most of its revenue, assets, and liabilities located in Hong Kong[19] - For the period ended June 30, 2025, no single customer contributed more than 10% of the Group's revenue[20] 5. Income Tax For the six months ended June 30, 2025, the Group incurred an income tax expense of HKD 407 thousand, contrasting with an income tax credit of HKD 277 thousand in the prior period, with Hong Kong profits tax levied under a two-tiered tax rate and no income tax in the Cayman Islands and BVI Income Tax Expense/Credit (For the six months ended June 30) | Tax Type | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Hong Kong Profits Tax - Current tax | 407 | 488 | (81) | | China Corporate Income Tax - Current tax | - | 4 | (4) | | Deferred tax credit | - | (769) | 769 | | Total income tax expense / (credit) recognized in profit or loss | 407 | (277) | 684 | - Hong Kong Profits Tax is provided at a two-tiered tax rate of 8.25% on the first HKD 2,000,000 of assessable profits and 16.5% on the remaining amount[21] 6. Profit for the Period This section details expenses deducted from profit for the period, including employee benefit expenses, auditor's remuneration, asset amortization and depreciation, donations, and a significant increase in impairment loss provision for trade receivables, while employee benefit expenses and right-of-use asset depreciation decreased year-on-year Items Deducted from Profit for the Period (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total employee benefit expenses | 33,833 | 37,296 | (3,463) | -9.28% | | Auditor's remuneration | 401 | 354 | 47 | 13.28% | | Amortisation of intangible assets | 98 | 190 | (92) | -48.42% | | Depreciation of property, plant and equipment | 1,316 | 667 | 649 | 97.30% | | Depreciation of right-of-use assets | 2,114 | 5,954 | (3,840) | -64.49% | | Impairment loss provision for trade receivables | 2,646 | 177 | 2,469 | 1394.92% | - The impairment loss provision for trade receivables significantly increased from HKD 177 thousand in 2024 to HKD 2,646 thousand in 2025[22] 7. Dividends The Board of Directors does not recommend the payment of any dividends for the six months ended June 30, 2025, consistent with the prior period - The Board of Directors does not recommend the payment of any dividends for the six months ended June 30, 2025, which is the same as the corresponding period in 2024[23] 8. Earnings Per Share For the six months ended June 30, 2025, basic and diluted earnings per share attributable to owners of the Company were 1.79 HK cents, up from 1.23 HK cents in the prior period, with no diluted earnings per share presented due to the absence of potential ordinary shares Earnings Per Share (For the six months ended June 30) | Indicator | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Profit attributable to owners of the Company (HKD thousands) | 7,537 | 5,192 | 2,345 | 45.16% | | Weighted average number of ordinary shares (thousands) | 421,215 | 421,215 | 0 | 0.00% | | Basic and diluted earnings per share (HK cents) | 1.79 | 1.23 | 0.56 | 45.53% | - Diluted earnings per share were not presented for the six months ended June 30, 2025, and 2024, as there were no potential ordinary shares outstanding[24] 9. Trade and Other Receivables As of June 30, 2025, total trade and other receivables were HKD 26,991 thousand, slightly lower than HKD 27,875 thousand as of December 31, 2024, with a significant increase in the impairment loss provision for trade receivables Trade and Other Receivables (As of June 30) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade receivables (gross) | 24,565 | 22,382 | 2,183 | 9.75% | | Less: Impairment loss provision | (3,547) | (870) | (2,677) | 307.70% | | Trade receivables (net) | 21,018 | 21,512 | (494) | -2.30% | | Other receivables and prepayments | 5,973 | 6,363 | (390) | -6.13% | | Total | 26,991 | 27,875 | (884) | -3.17% | - The impairment loss provision for trade receivables significantly increased from HKD 870 thousand as of December 31, 2024, to HKD 3,547 thousand as of June 30, 2025[25] - The aging analysis of trade receivables shows an increase in receivables aged 91 to 365 days, while receivables over 365 days have been cleared[25] 10. Trade and Other Payables As of June 30, 2025, total trade and other payables increased to HKD 26,557 thousand from HKD 22,140 thousand as of December 31, 2024, primarily due to a significant rise in trade payables Trade and Other Payables (As of June 30) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade payables | 15,682 | 10,014 | 5,668 | 56.60% | | Other payables and accrued expenses | 10,336 | 11,587 | (1,251) | -10.79% | | Provision for long service payments | 539 | 539 | 0 | 0.00% | | Total | 26,557 | 22,140 | 4,417 | 19.95% | - Trade payables increased from HKD 10,014 thousand as of December 31, 2024, to HKD 15,682 thousand as of June 30, 2025, primarily concentrated in the 0-30 days aging category[26] Management Discussion and Analysis This section provides an overview of the Group's business, financial performance, and future outlook, including a detailed review of revenue, gross profit, expenses, and liquidity Business Review The Group primarily offers integrated printing services to corporate clients in Hong Kong's financial and capital markets, experiencing a 15.7% year-on-year revenue decrease due to reduced orders from key clients, yet maintaining a solid customer base - The Group primarily provides integrated printing services, including financial printing, marketing collateral printing, and other services, to corporate clients in Hong Kong's financial and capital markets[27] - For the six months ended June 30, 2025, the Group's revenue decreased by 15.7% year-on-year to HKD 78.47 million, mainly due to reduced work orders from several key clients[27] - Despite the decline in revenue, the Group maintains a solid customer base with ongoing business relationships, reflecting client recognition of its quality services[27] Outlook The Group will closely monitor market trends, regularly review policies, and assess potential risks to ensure strategic consistency, confident in its core business resilience, with plans to expand into China and Southeast Asian markets while exploring complementary business opportunities - The Group will closely monitor market trends, regularly review policies, and assess potential risks to ensure strategic consistency[28] - The Group is confident in the resilience and sustainability of its core business and plans to expand existing operations, particularly focusing on the China and Southeast Asian markets[28] - The Group will explore complementary business opportunities to further expand its geographical coverage[28] Financial Review This section provides a detailed review of the Group's financial performance for the six months ended June 30, 2025, highlighting decreased revenue, reduced gross profit but improved gross margin, significantly increased other income, lower selling and administrative expenses, slightly increased finance costs, and substantial growth in profit for the period - Revenue decreased by 15.7% year-on-year, primarily affected by a reduction in financial printing and marketing collateral printing projects[29] - Gross profit decreased by 14.6% year-on-year, but the gross profit margin improved from 40.8% to 41.4%[30] - Other income and gains increased by approximately HKD 3.11 million, mainly due to exchange gains from the appreciation of SGD and EUR[31] - Administrative expenses decreased by 17.3% year-on-year, primarily due to reduced staff costs and depreciation of right-of-use assets, partially offset by an increase in impairment loss provision for trade receivables[33] - Profit for the period significantly increased by 28.1% year-on-year, reaching HKD 7.26 million[36] Revenue This section details the Group's revenue composition for the six months ended June 30, highlighting a decrease across all service categories, particularly in financial printing and marketing collateral printing Revenue Composition (For the six months ended June 30) | Revenue Source | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Financial printing projects | 59,455 | 71,658 | (12,203) | -17.03% | | Marketing collateral printing projects | 7,254 | 9,609 | (2,355) | -24.51% | | Other projects | 11,756 | 11,842 | (86) | -0.73% | | Total Revenue | 78,465 | 93,109 | (14,644) | -15.73% | Gross Profit and Gross Profit Margin This section presents the Group's gross profit and gross profit margin for the six months ended June 30, showing a decrease in gross profit but an improvement in the gross profit margin Gross Profit and Gross Profit Margin (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Gross profit | 32,453 | 38,006 | (5,553) | -14.61% | | Gross profit margin | 41.4% | 40.8% | 0.6% | 1.47% | Other Income and Gains This section highlights a significant increase in other income and gains, primarily driven by foreign exchange gains from the appreciation of SGD and EUR - Other income and gains increased by approximately HKD 3.11 million, mainly due to exchange gains of approximately HKD 2.68 million from the appreciation of SGD and EUR[31] Selling Expenses This section presents the Group's selling expenses for the six months ended June 30, showing a slight decrease year-on-year Selling Expenses (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Selling expenses | 5,591 | 5,725 | (134) | -2.34% | Administrative Expenses This section details the Group's administrative expenses for the six months ended June 30, showing a notable decrease primarily due to lower staff costs and right-of-use asset depreciation, despite increased impairment provisions Administrative Expenses (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Administrative expenses | 22,256 | 26,934 | (4,678) | -17.37% | - The decrease in administrative expenses was mainly influenced by reduced staff costs and depreciation of right-of-use assets, partially offset by an increase in impairment loss provision for trade receivables[33] Finance Costs This section presents the Group's finance costs for the six months ended June 30, indicating a slight increase primarily due to higher interest expenses on lease liabilities Finance Costs (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Finance costs | 493 | 409 | 84 | 20.54% | - The increase in finance costs was primarily due to higher interest expenses on lease liabilities[34] Taxation This section outlines the Group's income tax expense or credit for the six months ended June 30, showing a shift from a credit to an expense year-on-year Income Tax Expense/Credit (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Income tax expense / (credit) | 407 | (277) | 684 | Profit for the Period This section presents the Group's profit for the period for the six months ended June 30, demonstrating a significant year-on-year increase Profit for the Period (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Profit for the period | 7,262 | 5,666 | 1,596 | 28.17% | Dividends This section confirms that the Board of Directors does not recommend any dividend payment for the review period, consistent with the prior year - The Board of Directors does not recommend the payment of any dividends for the review period, which is the same as the corresponding period in 2024[37] Employees As of June 30, 2025, the Group employed 154 individuals globally, with total staff costs of approximately HKD 33.8 million, a decrease year-on-year, and utilizes share option and share award schemes to incentivize and retain talent Employee Headcount and Staff Costs (As of June 30) | Region | June 30, 2025 (Number) | December 31, 2024 (Number) | | :--- | :--- | :--- | | Hong Kong | 115 | 117 | | China | 11 | 9 | | Taiwan | 20 | 20 | | Singapore | 8 | 9 | | Total | 154 | 155 | | Total staff costs (HKD thousands) | 33,800 | 37,300 | - The Group incentivizes and retains qualified employees through share option schemes and share award schemes, with remuneration policies based on performance, individual contribution, and market practices[38][39] Financial Resources, Liquidity and Gearing Ratio As of June 30, 2025, the Group's financial position remained robust with increased total assets and equity, maintaining a current ratio of 2.8 times and a reduced gearing ratio of 19.9%, indicating strong liquidity and solvency Financial Resources and Liquidity Indicators (As of June 30) | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total assets | 131,200 | 121,600 | 9,600 | 7.90% | | Total equity | 79,600 | 72,500 | 7,100 | 9.79% | | Current assets | 109,800 | 97,000 | 12,800 | 13.19% | | Current liabilities | 38,700 | 36,100 | 2,600 | 7.20% | | Cash and bank balances | 64,800 | 64,600 | 200 | 0.31% | | Current ratio | 2.8 times | 2.7 times | 0.1 times | 3.70% | | Lease liabilities | 15,100 | 17,200 | (2,100) | -12.21% | | Gearing ratio | 19.9% | 24.8% | -4.9% | -19.76% | - The gearing ratio decreased from 24.8% as of December 31, 2024, to 19.9% as of June 30, 2025, indicating reduced financial leverage[40] Foreign Exchange Risk The Group's operations are primarily HKD-denominated in Hong Kong, with only a small portion of bank deposits in USD, EUR, RMB, SGD, and TWD; directors deem foreign exchange risk to operating cash flow and liquidity as non-material, thus no hedging was undertaken during the review period, but it will be continuously monitored - The Group's operations are primarily denominated in HKD in Hong Kong, with only a small portion of bank deposits denominated in USD, EUR, RMB, SGD, and TWD[41] - The Directors consider the foreign exchange risk to the Group's operating cash flow and liquidity to be non-material, and no hedging was undertaken during the review period[41] - The Group will review and monitor foreign exchange risk from time to time as business develops and may enter into foreign exchange hedging arrangements when appropriate[41] Indebtedness and Pledge of the Group's Assets As of June 30, 2025, the Group had not pledged any assets as collateral for general banking facilities, consistent with the situation as of December 31, 2024 - As of June 30, 2025, the Group had not pledged any assets as collateral for general banking facilities[42] Material Investments, Material Acquisitions or Disposals As of June 30, 2025, the Group held no material investments, material acquisitions, or disposals of subsidiaries - As of June 30, 2025, the Group held no material investments, material acquisitions, or disposals of subsidiaries[43] Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[44] Capital Commitments As of June 30, 2025, the Group had no material capital commitments, contrasting with approximately HKD 9.2 million in capital expenditure as of June 30, 2024 - As of June 30, 2025, the Group had no material capital commitments[45] - As of June 30, 2024, the Group had approximately HKD 9.2 million in capital expenditure[45] Significant Events After the Review Period As of the date of this report, there have been no significant events affecting the Group after the review period - As of the date of this report, there have been no significant events affecting the Group after the review period[46] Commitments As of June 30, 2025, no commitments were reported - As of June 30, 2025, no commitments were reported[47] Other Information This section covers directors' and substantial shareholders' interests in the Company's shares, details of the share option and share award schemes, and information on share transactions Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations As of June 30, 2025, Mr. Yu Chi Ming and Mr. Chan Wai Lim jointly held 51.67% of the Company's shares through HM Ultimate Holdings Limited, with Ms. Chan Wai Chung beneficially owning 2.54%; Mr. Yu and Mr. Chan also beneficially owned 70.2% and 29.8% of HM Ultimate, respectively Directors' Long Positions in Shares of the Company (As of June 30, 2025) | Director Name | Nature of Interest | Number of Ordinary Shares | Approximate Percentage | | :--- | :--- | :--- | :--- | | Mr. Yu Chi Ming | Jointly held with other persons; Interest in controlled corporation | 217,760,000 | 51.67% | | Mr. Chan Wai Lim | Jointly held with other persons; Interest in controlled corporation | 217,760,000 | 51.67% | | Ms. Chan Wai Chung | Beneficial owner | 10,700,000 | 2.54% | Directors' Long Positions in Shares of Associated Corporations of the Company (As of June 30, 2025) | Director Name | Name of Associated Corporation | Nature of Interest | Number of Ordinary Shares | Approximate Percentage | | :--- | :--- | :--- | :--- | | Mr. Yu Chi Ming | HM Ultimate | Beneficial owner | 702 | 70.2% | | Mr. Chan Wai Lim | HM Ultimate | Beneficial owner | 298 | 29.8% | Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company As of June 30, 2025, HM Ultimate Holdings Limited held 51.67% of the Company's shares, with spouses of Mr. Yu Chi Ming and Mr. Chan Wai Lim, and former director Mr. Tse Kam Wing and his spouse, also deemed to have interests in the same shares Substantial Shareholders' and Other Persons' Long Positions in Shares of the Company (As of June 30, 2025) | Shareholder Name / Name | Nature of Interest | Number of Ordinary Shares | Approximate Percentage | | :--- | :--- | :--- | :--- | | HM Ultimate | Beneficial owner | 217,760,000 | 51.67% | | Ms. Wong Mei Chi (Spouse of Mr. Yu) | Interest of spouse | 217,760,000 | 51.67% | | Ms. Tang Wai Kwan (Spouse of Mr. Chan) | Interest of spouse | 217,760,000 | 51.67% | | Mr. Tse Kam Wing | Beneficial owner | 72,285,000 | 17.15% | | Ms. Wong Yuk Cham (Spouse of Mr. Tse) | Interest of spouse | 72,285,000 | 17.15% | Share Option Scheme The Company adopted a Share Option Scheme on December 15, 2016, to reward contributors, with a ten-year validity and a maximum of 40,000,000 shares issuable, and no options were granted or exercised during the review period - The Share Option Scheme was adopted on December 15, 2016, to reward eligible participants who have contributed to the Group[52] - Under the GEM Listing Rules, the total number of shares that may be issued under the Share Option Scheme and other share schemes combined shall not exceed 40,000,000 shares, representing 10% of the total issued shares on the adoption date[54] - The Share Option Scheme is valid for a period of ten years from the adoption date; no share options were granted or exercised, nor were there any outstanding share options during the review period[54] Share Award Scheme The Company adopted a Share Award Scheme on July 4, 2022, to recognize, reward, and retain contributors to the Group's growth, valid for ten years with a maximum of 10% of issued shares awardable, and during the review period, awards to Ms. Chan Wai Chung and 14 other employees vested, with some lapsing due to resignations - The Share Award Scheme was adopted on July 4, 2022, to recognize, reward, and retain eligible participants who have contributed to the Group's business growth[55] - The scheme is valid for a period of ten years from the adoption date, and the total number of shares awarded shall not exceed 10% of the total issued shares on the adoption date[56] Share Award Scheme Vesting Status (For the six months ended June 30, 2025) | Participant Category | Unvested as of January 1, 2025 (Number of Shares) | Vested as of June 30, 2025 (Number of Shares) | Lapsed as of June 30, 2025 (Number of Shares) | Unvested as of June 30, 2025 (Number of Shares) | | :--- | :--- | :--- | :--- | :--- | | Executive Director (Ms. Chan Wai Chung) | 2,650,000 | 2,650,000 | - | - | | Other Employees (14 persons) | 11,620,000 | 10,915,000 | 705,000 | - | | Total | 14,270,000 | 13,565,000 | 705,000 | - | - Vesting conditions for the awarded shares include continued contribution to the Group's business, fulfillment of governance duties, and achievement of performance targets[58][59][60] - Approximately 34% of the awarded shares vested on March 31, 2024, and approximately 66% vested on March 31, 2025[62][63] Purchase, Sale or Redemption of the Company's Listed Shares During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[67] Corporate Governance This section details the Company's adherence to corporate governance standards, including compliance with the Corporate Governance Code, policies on directors' and employees' securities transactions, and the role of the Audit Committee Compliance with Corporate Governance Code The Company has adopted all code provisions of the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules and confirms compliance with all provisions during the review period - The Company has adopted all code provisions of the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules[68] - The Directors believe that the Company has complied with all code provisions contained in the Corporate Governance Code during the review period[69] Directors' and Controlling Shareholders' Interests in Competing Businesses During the review period, no directors, management, controlling shareholders, or their close associates were involved in any business competing or potentially competing with the Group's business, nor were there any other conflicts of interest - During the review period, no directors, management, controlling shareholders, or their close associates were involved in any business that competes or is likely to compete with the Group's business, nor were there any other conflicts of interest[70] Securities Transactions by Directors and Relevant Employees The Company adopted the Model Code for Securities Transactions by Directors as required by the GEM Listing Rules and established trading guidelines for employees with inside information; directors confirmed compliance, and no employee violations were found - The Company has adopted the Model Code for Securities Transactions by Directors as set out in Rules 5.48 to 5.67 of the GEM Listing Rules as its code of conduct for directors' securities transactions[71] - The Directors confirm that they have complied with the Model Code for Securities Transactions by Directors throughout the review period[71] - The Company has established written trading guidelines for employees who possess inside information, and no violations were found during the review period[71] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviews and oversees the Company's financial reporting, risk management, and internal control systems, and has reviewed the Group's unaudited condensed consolidated financial statements - The Audit Committee comprises three independent non-executive directors, with Mr. Ng Ho Wan as the chairman[72] - The primary responsibilities of the Audit Committee include reviewing and overseeing financial reporting processes, risk management, and internal control systems, and making recommendations on the appointment of auditors[72] - The Committee has reviewed the Group's accounting principles and practices with management and discussed audit, risk management, internal control, and financial reporting matters, including the unaudited condensed consolidated financial statements for the review period[72]