名仕快相(08483) - 2025 - 中期财报

Characteristics of GEM The GEM market is positioned as a listing platform for small and medium-sized companies, entailing higher investment risks, potential for significant market volatility, and lower liquidity - The GEM market is positioned as a listing platform for small and medium-sized companies, carrying higher investment risks, potential for significant market volatility, and lower liquidity[2] - Hong Kong Exchanges and Clearing Limited and the Stock Exchange make no statement as to the accuracy or completeness of this interim report and accept no liability whatsoever[2] Executive Summary This section provides a concise overview of the company's key financial performance for the six months ended June 30, 2025, highlighting revenue and profit trends Key Financial Summary for the Six Months Ended June 30, 2025 | Metric | 2025年6月30日 (HKD Thousands) | 2024年6月30日 (HKD Thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 26,148 | 34,574 | -24.49% | | Photography Services Revenue | 14,264 | 23,441 | -39.15% | | Medical Services Revenue | 11,884 | 11,133 | +6.75% | | Gross Profit | 8,218 | 10,839 | -24.18% | | Gross Margin | 31.43% | 31.35% | +0.08% | | Loss Attributable to Equity Holders of the Company | 1,138 | 199 | +471.86% (Loss widened) | - The decrease in photography services revenue was primarily due to a slowdown in demand for identity photos for updated travel documents, intensified price competition, and the increasing popularity of self-service kiosks for personal document applications[7] - The Directors do not recommend the declaration of any interim dividend for the six months ended June 30, 2025[8] Company Information This section details the company's governance structure, including board members, key personnel, and fundamental corporate registration and listing details Board of Directors and Key Personnel This section lists the company's board members, committee compositions, authorized representatives, company secretary, compliance officer, and auditor - The Board of Directors includes executive directors such as Mr Chan Wing Chai (Chairman), Mr Chan Tin Kei (Chief Executive Officer), and Dr Chan Wing Lok, non-executive directors such as Mr Riccardo Costi and Ms Wong Sin Yee, and independent non-executive directors such as Mr Ngai Ah Kak, Mr Hui Che Chun, and Mr Kwok Chun Wah[9] - The Audit Committee, Remuneration Committee, and Nomination Committee have all been established, with their respective chairmen and members clearly defined[9] Company Basic Information The company is registered in the Cayman Islands, with its Hong Kong headquarters in Causeway Bay, stock code 8483, and listed on February 28, 2018 - The company's registered office is in the Cayman Islands, with its Hong Kong headquarters and principal place of business located at 14/F, McDonald's Building, 48 Yee Wo Street, Causeway Bay, Hong Kong[9][10] - The company's stock code is 8483, and its listing date was February 28, 2018[10] Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the company's financial performance, showing a shift from profit to loss for the six months ended June 30, 2025, primarily driven by decreased revenue Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric (HKD Thousands) | 2025年6月30日 (6 months) | 2024年6月30日 (6 months) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 26,148 | 34,574 | -24.49% | | Cost of Services | (17,930) | (23,735) | -24.46% | | Gross Profit | 8,218 | 10,839 | -24.18% | | Operating (Loss)/Profit | (152) | 739 | Shifted from profit to loss | | (Loss)/Profit Before Tax | (698) | 392 | Shifted from profit to loss | | (Loss)/Profit for the Period | (751) | 252 | Shifted from profit to loss | | (Loss)/Profit Attributable to Equity Holders of the Company | (1,138) | (199) | Loss widened | | Loss Per Share (HK Cents) — Basic and Diluted | (0.14) | (0.02) | Loss widened | 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, indicating changes in liquidity and capital structure Key Data from Condensed Consolidated Statement of Financial Position | Metric (HKD Thousands) | 2025年6月30日 | 2024年12月31日 | Change | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 22,435 | 19,032 | +17.88% | | Total Current Assets | 21,203 | 26,778 | -20.82% | | Cash and Bank Balances | 15,246 | 21,320 | -28.49% | | Total Current Liabilities | 14,795 | 13,149 | +12.52% | | Net Assets | 18,467 | 24,163 | -23.58% | | Total Equity Attributable to Equity Holders of the Company | 17,952 | 24,035 | -25.31% | - Right-of-use assets increased from HKD 13,928 thousand as of December 31, 2024, to HKD 17,733 thousand as of June 30, 2025[13] Unaudited Condensed Consolidated Statement of Changes in Equity This statement outlines the changes in the company's equity attributable to shareholders for the six months ended June 30, 2025, reflecting losses and dividend distributions Key Data from Condensed Consolidated Statement of Changes in Equity | Metric (HKD Thousands) | 2025年6月30日 (Unaudited) | 2024年1月1日 (Audited) | | :--- | :--- | :--- | | Total Equity Attributable to Equity Holders of the Company | 17,952 | 28,686 | | (Loss)/Profit for the Period | (1,138) | (199) | | Dividends | (4,800) | (4,500) | - As of June 30, 2025, the total equity attributable to equity holders of the Company was HKD 17,952 thousand, a significant decrease from HKD 28,686 thousand as of January 1, 2024[15] - Dividends of HKD 4,800 thousand were distributed in the first half of 2025, compared to HKD 4,500 thousand in the first half of 2024[15] Unaudited Condensed Consolidated Statement of Cash Flows This statement details the cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025, showing a net decrease in cash Key Data from Condensed Consolidated Statement of Cash Flows | Metric (HKD Thousands) | 2025年6月30日 (6 months) | 2024年6月30日 (6 months) | Change | | :--- | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 4,684 | 6,292 | -25.56% | | Net Cash Generated from Investing Activities | 62 | 3,833 | -98.38% | | Net Cash Used in Financing Activities | (10,675) | (6,064) | +76.04% (Outflow increased) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (5,929) | 4,061 | Shifted from increase to decrease | | Cash and Cash Equivalents at End of Period | 15,246 | 24,919 | -38.70% | - Net cash generated from investing activities significantly decreased, primarily because HKD 5,000 thousand of restricted bank deposits were released in 2024, with no such item in 2025[16] - Net cash used in financing activities increased, mainly due to the payment of HKD 4,800 thousand in dividends in 2025[17] Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed explanatory notes to the unaudited condensed consolidated financial statements, covering accounting policies, segment information, and other financial disclosures 1. General Information Masterpiece Photo Group Holdings Limited is incorporated in the Cayman Islands, listed on GEM on February 28, 2018, and primarily provides photography and medical services in Hong Kong and mainland China - The Company was incorporated in the Cayman Islands, and its shares were listed on GEM of the Stock Exchange on February 28, 2018[18] - The Group is principally engaged in (i) providing photography services in Hong Kong and mainland China; and (ii) providing medical services in Hong Kong[18] 2. Basis of Preparation The unaudited condensed consolidated financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, applying consistent accounting policies with the 2024 annual financial statements - The financial statements are prepared in accordance with HKAS 34 and the GEM Listing Rules[20] - The accounting policies used in preparation are consistent with those applied in the consolidated financial statements for the year ended December 31, 2024[20] 3. New and Revised Hong Kong Financial Reporting Standards The Group first adopted HKAS 21 (Amendment) "Lack of Exchangeability" from January 1, 2025, without resulting in any changes to accounting policies or retrospective adjustments - The Group first adopted HKAS 21 (Amendment) "Lack of Exchangeability" from January 1, 2025[21] - The adoption of the new standard did not result in any changes to accounting policies or retrospective adjustments[21] 4. Revenue and Segment Information The Group's revenue primarily derives from photography and medical services, with photography services experiencing a significant decline while medical services show slight growth (a) Revenue This section details the Group's revenue breakdown by major service lines, showing a significant decrease in photography services revenue and a modest increase in medical services revenue Revenue from Contracts with Customers by Major Service Line | Service Line | 2025年6月30日 (HKD Thousands) | 2024年6月30日 (HKD Thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Photography Services Revenue | 14,264 | 23,441 | -39.15% | | Medical Services Revenue | 11,884 | 11,133 | +6.75% | | Total Revenue | 26,148 | 34,574 | -24.49% | (b) Segment Reporting The Group operates three reportable segments: Hong Kong photography services, mainland China photography services, and Hong Kong medical services, with varying performance across each - The Group has three reportable segments: Hong Kong photography services, mainland China photography services, and Hong Kong medical services[25] Segment Revenue and Profit/(Loss) | Segment (HKD Thousands) | 2025年6月30日 (Revenue) | 2024年6月30日 (Revenue) | 2025年6月30日 (Profit/(Loss)) | 2024年6月30日 (Profit/(Loss)) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong Photography Services | 14,255 | 22,887 | 3,964 | 6,908 | | Mainland China Photography Services | 9 | 554 | (151) | (2) | | Hong Kong Medical Services | 11,884 | 11,133 | 1,282 | 456 | | Consolidated Total | 26,148 | 34,574 | 5,095 | 7,362 | - For the six months ended June 30, 2025, revenue from external customers in Hong Kong was HKD 26,139 thousand, and in mainland China was HKD 9 thousand[29] 5. Finance Costs For the six months ended June 30, 2025, finance costs primarily consisted of interest on lease liabilities, which increased to HKD 546 thousand from HKD 347 thousand in the prior year Composition of Finance Costs | Cost Type (HKD Thousands) | 2025年6月30日 (6 months) | 2024年6月30日 (6 months) | | :--- | :--- | :--- | | Interest on Lease Liabilities | 546 | 345 | | Interest on Bank Loans | – | 2 | | Total | 546 | 347 | 6. (Loss)/Profit Before Tax For the six months ended June 30, 2025, the Group recorded a loss before tax of HKD 698 thousand, a shift from a profit of HKD 392 thousand in the prior period, influenced by depreciation and staff costs Composition of Loss/Profit Before Tax | Item (HKD Thousands) | 2025年6月30日 (6 months) | 2024年6月30日 (6 months) | | :--- | :--- | :--- | | Depreciation of Property, Plant and Equipment | 745 | 891 | | Depreciation of Right-of-Use Assets | 4,344 | 4,130 | | Total Staff Costs | 7,137 | 9,135 | | Variable Lease Payments Not Included in the Measurement of Lease Liabilities | 4,423 | 9,290 | 7. Income Tax Income tax expense for the six months ended June 30, 2025, decreased to HKD 53 thousand, with no provision for mainland China income tax due to losses incurred by subsidiaries Income Tax Expense | Item (HKD Thousands) | 2025年6月30日 (6 months) | 2024年6月30日 (6 months) | | :--- | :--- | :--- | | Current tax Hong Kong Profits Tax | 176 | 157 | | Deferred tax | (123) | (17) | | Total | 53 | 140 | - No provision for mainland China income tax was made for mainland China subsidiaries due to losses incurred[32] 8. Dividends Directors approved a special dividend of HKD 4,800 thousand for the year ended December 31, 2024, but do not recommend any interim dividend for the six months ended June 30, 2025 - On May 22, 2025, the Directors approved the payment of a special dividend of HKD 4,800 thousand for the year ended December 31, 2024[34] - The Directors do not recommend the declaration of any interim dividend for the six months ended June 30, 2025[34] 9. Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share widened to 0.14 HK cents, with no potential dilutive shares outstanding during the period Loss Per Share | Metric | 2025年6月30日 (6 months) | 2024年6月30日 (6 months) | | :--- | :--- | :--- | | Loss Attributable to Equity Holders of the Company (HKD Thousands) | 1,138 | 199 | | Weighted Average Number of Ordinary Shares in Issue (Shares) | 800,000,000 | 800,000,000 | | Basic and Diluted Loss Per Share (HK Cents) | (0.14) | (0.02) | 10. Property, Plant and Equipment For the six months ended June 30, 2025, the Group made no additions to property, plant, and equipment and disposed of fully depreciated assets - For the six months ended June 30, 2025, the Group made no additions to property, plant and equipment[36] - The Group disposed of property, plant and equipment with a carrying amount of zero[36] 11. Right-of-Use Assets For the six months ended June 30, 2025, the Group recognized approximately HKD 8,062 thousand in right-of-use assets and lease liabilities, primarily for self-service identity photo booth locations - The Group recognized right-of-use assets and lease liabilities of approximately HKD 8,062 thousand for leasing premises for the installation of self-service identity photo booths[37] 12. Trade Receivables As of June 30, 2025, total trade receivables decreased to HKD 1,933 thousand from HKD 2,630 thousand as of December 31, 2024, with most balances within 0-30 days Ageing Analysis of Trade Receivables | Ageing | 2025年6月30日 (HKD Thousands) | 2024年12月31日 (HKD Thousands) | | :--- | :--- | :--- | | 0 to 30 days | 848 | 1,829 | | 31 to 60 days | 454 | 510 | | Over 60 days | 631 | 291 | | Total | 1,933 | 2,630 | - Medical service payments are typically settled within 60 days, and lessors of self-service photo booth locations are granted credit terms of 0 to 20 days[38] 13. Other Receivables, Deposits and Prepayments As of June 30, 2025, total other receivables, deposits, and prepayments increased to HKD 4,677 thousand, primarily driven by deposits for rent and utilities and prepayments Composition of Other Receivables, Deposits and Prepayments | Item (HKD Thousands) | 2025年6月30日 | 2024年12月31日 | | :--- | :--- | :--- | | Deposits for Rent and Utilities | 3,070 | 2,922 | | Prepayments | 1,266 | 428 | | Other Receivables | 341 | 116 | | Total | 4,677 | 3,466 | 14. Trade Payables As of June 30, 2025, total trade payables decreased to HKD 164 thousand from HKD 316 thousand as of December 31, 2024, with all balances within 0-30 days Ageing Analysis of Trade Payables | Ageing | 2025年6月30日 (HKD Thousands) | 2024年12月31日 (HKD Thousands) | | :--- | :--- | :--- | | 0 to 30 days | 164 | 316 | 15. Other Payables and Accruals As of June 30, 2025, total other payables and accruals increased to HKD 3,668 thousand, primarily due to accrued expenses, salaries, and bonus provisions Composition of Other Payables and Accruals | Item (HKD Thousands) | 2025年6月30日 | 2024年12月31日 | | :--- | :--- | :--- | | Accrued Expenses | 2,437 | 1,933 | | Provision for Salaries and Bonuses Payable | 576 | 635 | | Other Lease and License Fees Payable | 574 | 376 | | Other Payables | 81 | 19 | | Total | 3,668 | 2,963 | 16. Share Capital As of June 30, 2025, the company's authorized share capital was HKD 50,000 thousand, with issued and fully paid share capital of HKD 8,000 thousand, unchanged since listing Share Capital Structure | Item | Number of Shares | HKD Thousands | | :--- | :--- | :--- | | Authorized Share Capital (Ordinary Shares of HKD 0.01 each) | 5,000,000,000 | 50,000 | | Issued and Fully Paid Ordinary Shares (of HKD 0.01 each) | 800,000,000 | 8,000 | - The Company's share capital has remained unchanged since its listing date (February 28, 2018)[42] 17. Capital Commitments As of June 30, 2025, the Group's capital commitments primarily related to property, plant, and equipment, amounting to HKD 219 thousand, similar to the prior year-end Capital Commitments | Item (HKD Thousands) | 2025年6月30日 | 2024年12月31日 | | :--- | :--- | :--- | | Property, Plant and Equipment | 219 | 213 | 18. Related Party Transactions The Group engaged in various related party transactions during the period, including purchases from ME Group, lease payments to director-owned companies, and consulting fees to non-controlling shareholders Summary of Related Party Transactions | Transaction Type (HKD Thousands) | 2025年6月30日 (6 months) | 2024年6月30日 (6 months) | | :--- | :--- | :--- | | Purchase of Consumables (ME Group) | – | 3 | | Lease Payments (Director-owned Company) | 437 | 436 | | Salaries and Other Benefits (Ms. Au Yeung Ying Ho) | 76 | 88 | | Consulting Fees (Non-controlling Shareholder) | 1,885 | 1,699 | | Consulting Fees (Dr. Chan Wing Lok-owned Company) | 383 | 376 | Directors' and Key Management's Remuneration | Remuneration Type (HKD Thousands) | 2025年6月30日 (6 months) | 2024年6月30日 (6 months) | | :--- | :--- | :--- | | Short-term Benefits | 3,241 | 3,976 | | Post-employment Benefits | 54 | 61 | | Total | 3,295 | 4,037 | 19. Events After Reporting Period The memorandum of understanding and its supplement between Causeway Treasure and the potential buyer regarding a possible disposal of the company's shares expired on July 4, 2025 - The memorandum of understanding between Causeway Treasure and the potential buyer regarding a possible disposal of the Company's shares expired on July 4, 2025[46] Management Discussion and Analysis This section provides management's perspective on the Group's operational and financial performance, strategic initiatives, and risk management for the reporting period Business Review The Group's business review covers photography services facing competition and digital kiosk impact, and medical services expanding with strategic recruitment and facility upgrades Photography Services Business The photography services business faces intense price competition and increasing adoption of electronic identity document services, prompting the company to upgrade equipment and diversify its business model - The photography services business faces intensified price competition from traditional suppliers and the increasing popularity of electronic identity photo services provided by the HKSAR Government's self-service kiosks for personal document applications[48] - The Company is reallocating resources for upgrading and maintaining self-service identity photo booths, media advertising and promotion, and exploring upgrading its business model to diversify core operations by allocating more funds and resources to IT infrastructure[49] Medical Services Business The Group is actively expanding its medical services business by recruiting professionals, acquiring equipment, securing venues, and pursuing related opportunities, aligning with Hong Kong's primary healthcare blueprint - The Group is actively seeking to recruit and identify suitable medical practitioners, equipment, venues, and related business opportunities to further expand its medical services business[50] - With the Hong Kong Government's release of the Primary Healthcare Blueprint and increasing public health awareness, the Company believes that medical and related healthcare services have enormous expansion potential and are a core strategy for business diversification[50] - The Company will reallocate resources to develop its medical business, including purchasing equipment, upgrading computer equipment and software, and establishing or acquiring new clinics, medical, and related businesses[50] Financial Review This section reviews the Group's financial performance for the six months ended June 30, 2025, detailing changes in revenue, costs, gross profit, and net loss Revenue Total revenue decreased by 24.49%, primarily due to a significant decline in photography services, partially offset by growth in medical services Revenue Changes | Business Type | 2025年6月30日 (HKD Thousands) | 2024年6月30日 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 26,148 | 34,574 | -24.49% | | Photography Services | 14,264 | 23,441 | -39.15% | | Medical Services | 11,884 | 11,133 | +6.75% | - The decrease in photography services revenue was primarily due to a slowdown in demand for travel document photos, intensified price competition, and the increasing popularity of electronic document service kiosks[52] Cost of Services Cost of services decreased by 24.46% for the six months ended June 30, 2025, aligning with the reduction in overall revenue Cost of Services Changes | Metric | 2025年6月30日 (HKD Thousands) | 2024年6月30日 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Cost of Services | 17,930 | 23,735 | -24.46% | Gross Profit and Gross Margin Gross profit decreased by 24.18%, while gross margin slightly increased by 0.08 percentage points, indicating cost efficiency despite lower revenue Gross Profit and Gross Margin Changes | Metric | 2025年6月30日 (HKD Thousands) | 2024年6月30日 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Gross Profit | 8,218 | 10,839 | -24.18% | | Gross Margin | 31.43% | 31.35% | +0.08% | Other Income Other income significantly decreased by 85.23%, primarily due to a reduction in bank interest income Other Income Changes | Metric | 2025年6月30日 (HKD Thousands) | 2024年6月30日 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Other Income | 35 | 237 | -85.23% | - The decrease in other income was primarily due to a reduction in bank interest income[55] Other Gains/(Losses) Net Other gains/(losses) net shifted from a loss of HKD 149 thousand to a gain of HKD 348 thousand, driven by foreign exchange gains and gains from asset disposals Other Gains/(Losses) Net Changes | Metric | 2025年6月30日 (HKD Thousands) | 2024年6月30日 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Other Gains/(Losses) Net | 348 | (149) | Shifted from loss to gain | - Other net gains primarily included foreign exchange gains, gains on disposal of property, plant and equipment, and gains on early termination of leases[56] Administrative Expenses Administrative expenses decreased by 14.09%, mainly attributable to reduced staff costs and directors' remuneration Administrative Expenses Changes | Metric | 2025年6月30日 (HKD Thousands) | 2024年6月30日 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Administrative Expenses | 8,753 | 10,188 | -14.09% | - The decrease in administrative expenses was primarily due to reduced staff costs and directors' remuneration[57] Finance Costs Finance costs increased by 57.35%, primarily driven by higher interest on lease liabilities Finance Costs Changes | Metric | 2025年6月30日 (HKD Thousands) | 2024年6月30日 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Finance Costs | 546 | 347 | +57.35% | - Finance costs primarily refer to interest on lease liabilities[58] Income Tax Income tax expense decreased by 62.14% for the six months ended June 30, 2025, reflecting the overall financial performance Income Tax Expense Changes | Metric | 2025年6月30日 (HKD Thousands) | 2024年6月30日 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Income Tax Expense | 53 | 140 | -62.14% | Loss Attributable to Equity Holders of the Company The loss attributable to equity holders of the company widened, primarily due to decreased photography services revenue impacted by reduced demand and increased competition Loss Attributable to Equity Holders of the Company Changes | Metric | 2025年6月30日 (HKD Thousands) | 2024年6月30日 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Loss Attributable to Equity Holders of the Company | 1,138 | 199 | Loss widened | - The widening loss was primarily due to decreased photography services revenue, affected by slowing demand, intensified price competition, and the increasing popularity of electronic document service kiosks[60] Segment Reporting A detailed analysis of the Group's segment performance is provided in Note 4 to the unaudited condensed consolidated financial statements - Analysis of the Group's segment performance is detailed in Note 4 to the unaudited condensed consolidated financial statements[61] Share Capital The company's share capital has remained unchanged since its listing on February 28, 2018, with an authorized capital of HKD 50,000 thousand and issued capital of HKD 8,000 thousand - The Company's share capital has remained unchanged since its listing date of February 28, 2018[62] - The authorized share capital is HKD 50,000 thousand, and the issued share capital is HKD 8,000 thousand[62] Employees and Remuneration Policy As of June 30, 2025, the Group had 61 employees, a decrease from the prior year, with the Remuneration Committee responsible for reviewing executive compensation policies Number of Employees | Date | Number of Employees | | :--- | :--- | | 2025年6月30日 | 61 | | 2024年6月30日 | 69 | - The Remuneration Committee is responsible for reviewing the remuneration policies and structure for directors and senior management[63] Liquidity and Capital Resources As of June 30, 2025, the Group maintained a sound financial position, but experienced decreases in total cash and equity, alongside changes in liquidity and gearing ratios Key Liquidity and Capital Resources Metrics | Metric | 2025年6月30日 | 2024年6月30日 | Change | | :--- | :--- | :--- | :--- | | Total Equity (HKD Thousands) | 18,467 | 23,879 | -22.66% | | Total Cash and Cash Equivalents (HKD Thousands) | 15,246 | 24,919 | -38.70% | | Current Ratio | 1.43 | 1.75 | -0.32 | | Quick Ratio | 1.32 | 1.68 | -0.36 | | Gearing Ratio | 57.68% | 52.20% | +5.48% | - The Group primarily funds its operations through cash flows generated from operating activities and has established an appropriate liquidity risk management framework[65] Foreign Exchange Risk Management The Group's currency risk primarily stems from USD-denominated cash balances held by Hong Kong entities, which is minimal due to the HKD-USD peg, and is managed through close monitoring without a hedging policy - The Group faces currency risk primarily arising from USD-denominated cash and bank balances held by its Hong Kong entities[66] - As the Hong Kong Dollar is pegged to the US Dollar, foreign exchange risk in respect of the US Dollar is negligible[66] - The Group currently has no foreign exchange hedging policy and manages foreign exchange risk by closely monitoring exchange rate fluctuations[66] Significant Investments Held and Future Plans for Significant Investments and Capital Assets As of June 30, 2025, and 2024, the Group held no significant investments and had no future plans for significant investments or capital assets - As of June 30, 2025, and 2024, the Group held no significant investments and had no future plans regarding significant investments or capital assets[67] Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures As of June 30, 2025, and 2024, the Group had not undertaken any material acquisitions or disposals of subsidiaries, associates, or joint ventures - As of June 30, 2025, and 2024, the Group had not undertaken any material acquisitions or disposals of subsidiaries, associates, or joint ventures[68] Pledge of Assets As of June 30, 2025, and 2024, no assets of the Group were pledged as security for bank facilities - As of June 30, 2025, and 2024, no assets of the Group were pledged as security for bank facilities[69] Contingent Liabilities As of June 30, 2025, and 2024, the Group had no significant contingent liabilities - As of June 30, 2025, and 2024, the Group had no significant contingent liabilities[70] Events After Reporting Period Events after the reporting period are detailed in Note 19 to the unaudited condensed consolidated financial statements - Events after the reporting period are detailed in Note 19 to the unaudited condensed consolidated financial statements[71] Dividends Dividend information is provided in Note 8 to the unaudited condensed consolidated financial statements - Dividend information is detailed in Note 8 to the unaudited condensed consolidated financial statements[72] Corporate Governance and Other Information This section covers the company's adherence to corporate governance standards, directors' and major shareholders' interests, and the use of proceeds from the share offer Corporate Governance The company maintains high corporate governance standards, adhering to the GEM Listing Rules' Corporate Governance Code throughout the six months ended June 30, 2025 - The Company has adopted the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules and has complied with all applicable code provisions during the reporting period[73] Compliance with Required Standard of Dealings by Directors in Securities Transactions The company has adopted the required standard of dealings for directors' securities transactions as per GEM Listing Rules 5.48 to 5.67, with all directors confirming compliance during the reporting period - The Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules, and all Directors have confirmed compliance with this standard during the reporting period[74] Changes in Directors' Information The directors confirm that there have been no changes in their information requiring disclosure under GEM Listing Rule 17.50A(1) - The Directors confirm that there have been no changes in information requiring disclosure under Rule 17.50A(1) of the GEM Listing Rules[75] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[76] Interim Dividend The directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Directors do not recommend the declaration of an interim dividend for the six months ended June 30, 2025[77] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, executive directors Mr. Chan Wing Chai and Mr. Chan Tin Kei held a 53.45% long position in the company's shares through their controlled corporation, Causeway Treasure Directors' Interests in the Company's Shares | Name of Director | Capacity/Nature of Interest | Number of Shares | Long/Short Position | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | :--- | | Mr. Chan Wing Chai | Interest in a controlled corporation | 427,600,560 | Long Position | 53.45% | | Mr. Chan Tin Kei | Interest in a controlled corporation | 427,600,560 | Long Position | 53.45% | - Mr. Chan Wing Chai and Mr. Chan Tin Kei each hold approximately 47.25% interest in Causeway Treasure[79][81] Substantial Shareholders' Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Causeway Treasure was the largest shareholder with 53.45% of the company's shares, alongside other substantial shareholders including Ms. Au Yeung Ying Ho, ME Group International Plc., and Mr. Cheung Kam Ting Substantial Shareholders' Interests in the Company's Shares | Name/Designation | Capacity/Nature of Interest | Number of Shares | Long/Short Position | Approximate Percentage of the Company's Shareholding | | :--- | :--- | :--- | :--- | :--- | | Causeway Treasure | Beneficial owner | 427,600,560 | Long Position | 53.45% | | Ms. Au Yeung Ying Ho | Interest in a controlled corporation | 427,600,560 | Long Position | 53.45% | | ME Group International Plc. | Beneficial owner | 109,972,500 | Long Position | 13.75% | | Mr. Cheung Kam Ting | Beneficial owner | 62,426,940 | Long Position | 7.80% | - Mr. Chan Wing Chai, Ms. Au Yeung Ying Ho, and Mr. Chan Tin Kei have entered into a confirmation deed, confirming their past acting in concert and their intention to continue consolidating control over the Group[82] Share Option Scheme The company's share option scheme, adopted on February 8, 2018, allows for the grant of up to 10% of issued shares, with no options granted, lapsed, exercised, or cancelled during the six months ended June 30, 2025 - The share option scheme was adopted on February 8, 2018, with a maximum number of shares that may be granted not exceeding 80,000,000 shares (10% of the issued shares)[84] - For the six months ended June 30, 2025, no share options were granted, lapsed, exercised, or cancelled under the share option scheme, and there were no outstanding share options[84] Directors', Controlling Shareholders' and Substantial Shareholders' Interests in Competing Business Non-executive director Mr. Riccardo Costi's associates hold interests in Dedem S.P.A., a European self-service photo booth operator, which may compete with the Group, though the Board ensures independent operation - Associates of non-executive director Mr. Riccardo Costi hold interests in Dedem S.P.A. and its subsidiaries, which operate self-service identity photo booths in Europe and may constitute a competing business with the Group[86] - The Board comprises eight directors, including three independent non-executive directors, to properly safeguard shareholders' interests and ensure the Company operates independently from competing businesses on an arm's length basis[86] Audit Committee and Review of Accounts The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's unaudited condensed consolidated results and interim report for the six months ended June 30, 2025, confirming compliance with applicable standards - The Audit Committee has been established in accordance with the GEM Listing Rules and comprises three independent non-executive directors (Mr. Ngai Ah Kak, Mr. Hui Che Chun, and Mr. Kwok Chun Wah)[88] - The Audit Committee has reviewed the Group's unaudited condensed consolidated results and interim report for the six months ended June 30, 2025, and is of the opinion that they comply with applicable accounting standards, the GEM Listing Rules, and legal requirements[88] Use of Proceeds from the Company's Share Offer Of the net proceeds of approximately HKD 31,852 thousand from the share offer, HKD 20,868 thousand has been utilized as of June 30, 2025, with remaining funds reallocated due to mainland China market challenges Use of Proceeds from Share Offer | Purpose | Net Proceeds Actually Utilized as of 2025年6月30日 (HKD Thousands) | Net Unutilized Proceeds as of 2025年6月30日 (HKD Thousands) | Adjusted Use of Net Proceeds as Stated in Relevant Announcements (HKD Thousands) | Expected Timeframe for Full Utilization of Unutilized Net Proceeds | | :--- | :--- | :--- | :--- | :--- | | Expansion of Self-service Identity Photo Booth Network — Guangdong Province | 6,652 | – | 6,652 | – | | Expansion of Self-service Identity Photo Booth Network — Hong Kong | 282 | – | 282 | – | | Business Development of Hong Kong Self-service Identity Photo Booth Business | 904 | 5,196 | 6,100 | 2025年12月31日 | | Purchase of Equipment for Developing Medical and Related Services | 137 | 4,463 | 4,600 | 2025年12月31日 | | Establishment or Acquisition of New Clinics, Medical and Related Businesses | 987 | 1,013 | 2,000 | 2025年12月31日 | | Upgrading of Verification Centers and IT Infrastructure | 1,688 | 312 | 2,000 | 2025年12月31日 | | General Working Capital | 10,218 | – | 10,218 | – | | Total | 20,868 | 10,984 | 31,852 | | - Due to mainland China market challenges and the impact of the pandemic, the original plan to expand the self-service identity photo booth network in Guangdong Province has been delayed, and some proceeds have been reallocated[91][92] - The unutilized net proceeds have been reallocated to the business development of Hong Kong self-service identity photo booth business, purchase of equipment for medical and related services, establishment or acquisition of new clinics, and general working capital[92] Language In case of any discrepancy between the English and Chinese versions of this interim report, the English version shall prevail - In case of any discrepancy between the English version and the Chinese translation of this interim report, the English version shall prevail[95] By Order of the Board This interim report is presented by Mr. Chan Wing Chai, Chairman and Executive Director, on behalf of the Board of Directors on August 8, 2025 - This interim report is presented by Mr. Chan Wing Chai, Chairman and Executive Director, on behalf of the Board of Directors on August 8, 2025[96]