首都金融控股(08239) - 2025 - 中期业绩

Introduction and Disclaimer This section introduces the GEM market's characteristics and presents the Group's unaudited interim results for the period Characteristics of GEM The GEM market provides a listing platform for high-risk SMEs, requiring investors to understand potential risks, with directors fully responsible for announcement accuracy - The GEM market is positioned to provide a listing platform for high-investment-risk small and medium-sized companies, and investors should understand the potential risks[4] - The company's directors confirm that the information in this announcement is accurate and complete in all material respects, without misleading or fraudulent components[4] Interim Results Announcement This announcement presents the unaudited condensed consolidated results and comparative figures for Capital Finance Holdings Limited for the six months ended June 30, 2025 - This announcement presents the Group's unaudited condensed consolidated results for the six months ended June 30, 2025[3][5] Unaudited Condensed Consolidated Financial Statements This section presents the Group's unaudited condensed consolidated financial statements, including income, comprehensive income, financial position, equity changes, and cash flows Unaudited Condensed Consolidated Income Statement The Group recorded revenue of HK$14,493 thousand for the six months ended June 30, 2025, a significant increase year-on-year, but a loss for the period of HK$7,931 thousand due to a substantial rise in income tax expense, which narrowed compared to the prior year Key Data from Condensed Consolidated Income Statement | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 14,493 | 5,968 | | Other income and net other gains and losses | 1,064 | 3,820 | | Administrative and other expenses | (12,862) | (12,464) | | Reversal of / (Provision for) expected credit losses on customer loans | 8,860 | (2,460) | | Finance costs | (3,173) | (4,643) | | Profit / (Loss) before income tax | 8,382 | (9,779) | | Income tax expense | (16,313) | (3,427) | | Loss for the period | (7,931) | (13,206) | | Loss for the period attributable to owners of the Company | (8,149) | (12,030) | | Basic and diluted loss per share (HK cents) | (8.68) | (29.53) | - Revenue increased by 142.8% year-on-year, primarily driven by settlement gains from non-performing debt assets and expansion of IT solution services[5] - Loss for the period narrowed by 39.9%, mainly due to the combined effect of revenue growth and reversal of expected credit losses, despite a significant increase in income tax expense[5] Unaudited Condensed Consolidated Statement of Comprehensive Income The Group's total comprehensive expense for the six months ended June 30, 2025, was HK$4,887 thousand, a significant decrease year-on-year, mainly due to a positive shift in exchange differences Key Data from Condensed Consolidated Statement of Comprehensive Income | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Loss for the period | (7,931) | (13,206) | | Exchange differences arising from translation of financial statements of overseas operations | 3,451 | (4,127) | | Exchange reserve reclassified to profit or loss on disposal of subsidiaries and joint ventures | (407) | – | | Other comprehensive income / (expense) for the period, net of tax | 3,044 | (4,124) | | Total comprehensive expense for the period | (4,887) | (17,330) | - Total comprehensive expense for the period decreased by 71.8% year-on-year, primarily due to exchange differences from overseas operations' financial statements shifting from a loss to income[7] Unaudited Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets less current liabilities were HK$75,801 thousand, and net assets were HK$67,261 thousand, a decrease from the end of 2024, mainly due to a reduction in deferred tax assets and investment properties Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Non-current assets | 16,913 | 37,892 | | Current assets | 133,509 | 117,753 | | Current liabilities | 74,621 | 74,666 | | Net current assets | 58,888 | 43,087 | | Total assets less current liabilities | 75,801 | 80,979 | | Non-current liabilities | 8,540 | 8,831 | | Net assets | 67,261 | 72,148 | | Equity attributable to owners of the Company | 32,894 | 39,517 | | Total equity | 67,261 | 72,148 | - Non-current assets significantly decreased by 55.4%, primarily due to a reduction in deferred tax assets and the disposal of investment properties[8][9] - Net current assets increased by 36.7%, mainly driven by an increase in customer loans (current portion) and cash and cash equivalents[8][9] Unaudited Condensed Consolidated Statement of Changes in Equity As of June 30, 2025, equity attributable to owners of the Company was HK$32,894 thousand, a decrease from the beginning of the year, mainly impacted by the loss for the period and changes in exchange reserves Key Data from Condensed Consolidated Statement of Changes in Equity | Indicator | January 1, 2025 (HK$ thousand) | June 30, 2025 (HK$ thousand) | | :--- | :--- | :--- | | Equity attributable to owners of the Company | 39,517 | 32,894 | | Non-controlling interests | 32,631 | 34,367 | | Total equity | 72,148 | 67,261 | | (Loss) / Profit for the period (attributable to owners of the Company) | – | (8,149) | | Other comprehensive income for the period (attributable to owners of the Company) | – | 1,526 | - Equity attributable to owners of the Company decreased by 16.8%, primarily due to a loss for the period of HK$8,149 thousand[10] - Non-controlling interests increased by 5.3%, reflecting their share of profit and other comprehensive income for the period[10] Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group generated net cash from operating activities of HK$12,564 thousand, net cash from investing activities of HK$2,049 thousand, and used net cash in financing activities of HK$4,165 thousand, with cash and cash equivalents increasing to HK$84,502 thousand at period-end Key Data from Condensed Consolidated Statement of Cash Flows | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net cash generated from operating activities | 12,564 | 18,707 | | Net cash generated from investing activities | 2,049 | – | | Net cash used in financing activities | (4,165) | (21,689) | | Net increase / (decrease) in cash and cash equivalents | 10,448 | (2,982) | | Cash and cash equivalents at end of period | 84,502 | 88,250 | - Net cash generated from operating activities decreased by 32.8% year-on-year, mainly due to lower cash generated from operations and increased income tax paid[12] - Investing activities shifted from no cash flow in the prior period to a net inflow of HK$2,049 thousand, primarily from proceeds from the disposal of investment properties[12] - Net cash used in financing activities significantly decreased by 80.8%, mainly due to higher expenditures for redemption of convertible bonds and promissory notes in the prior period[12] Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed notes to the unaudited condensed consolidated financial statements, covering general information, accounting policies, segment data, and specific financial items Note 1. General Information The Company is a limited liability company incorporated in Bermuda, with its shares listed on GEM of the Stock Exchange. The Group primarily provides short-term financing services and IT solutions and consulting services for the financial industry in China and Hong Kong - The Company is incorporated in Bermuda, and its shares are listed on GEM of the Stock Exchange[13] - The Group's principal activities are providing short-term financing services and IT solutions and consulting services for the financial industry in China and Hong Kong[13] Note 2. Basis of Preparation and Principal Accounting Policies The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the GEM Listing Rules, presented on a historical cost basis (except for investment properties), and with HK dollars as the functional currency. New/revised HKFRSs adopted during the period had no significant impact on results or financial position - The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the GEM Listing Rules, presented in HK dollars[14] - New/revised Hong Kong Financial Reporting Standards adopted during the period had no significant impact on the Group's results and financial position[17] - The interim financial statements are unaudited by an independent auditor but have been reviewed by the Audit Committee[16] Note 3. Segment Information The Group has only one operating segment but categorizes revenue by customer location, showing a significant increase in Hong Kong revenue and a decrease in China revenue - The Group has only one operating segment, with no further segment information analysis[18] Revenue by Geographical Location | Region | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | 11,963 | 800 | | China | 2,530 | 5,168 | | Total | 14,493 | 5,968 | - Revenue from Hong Kong increased by 1395.4% year-on-year, while revenue from China decreased by 51.0% year-on-year[21] Note 4. Revenue, Other Income and Net Other Gains and Losses The Group's revenue primarily comprises interest income from customer loans, settlement gains from non-performing debt assets, and IT solution and consulting income. Other income and net losses are mainly affected by exchange differences, bank interest income, and gains from disposal of subsidiaries Revenue Components | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest income from customer loans | 3,193 | 5,168 | | Settlement gains from non-performing debt assets | 8,500 | – | | IT solution and consulting income | 2,800 | 800 | | Total Revenue | 14,493 | 5,968 | Other Income and Net Other Gains and Losses | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net exchange differences | (50) | (250) | | Bank interest income | 464 | 754 | | Gain on early redemption of convertible bonds | – | 3,099 | | Gain on disposal of subsidiaries and a joint venture | 417 | – | | Total | 1,064 | 3,820 | - Settlement gains from non-performing debt assets of HK$8,500 thousand were the primary driver of revenue growth in the current period[22] - Other income and net other gains and losses decreased, mainly because there was a gain from early redemption of convertible bonds in the prior period, but none in the current period[22] Note 5. Finance Costs Finance costs for the current period were HK$3,173 thousand, a decrease from the prior period, mainly due to zero interest expense on convertible bonds, though interest expense on promissory notes increased Finance Cost Components | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Convertible bonds | – | 4,321 | | Promissory notes | 3,128 | 269 | | Lease liabilities | 45 | 53 | | Total | 3,173 | 4,643 | - Finance costs decreased by 31.7% year-on-year, primarily due to zero interest expense on convertible bonds[24] Note 6. Profit / (Loss) Before Income Tax The Group's profit before income tax was HK$8,382 thousand, compared to a loss in the prior period, mainly benefiting from the reversal of expected credit losses on customer loans and an increase in staff costs Factors Affecting Profit / (Loss) Before Income Tax | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Staff costs | 7,582 | 6,313 | | Auditor's remuneration | 480 | 569 | | Service costs | 1,566 | – | | Depreciation of property, plant and equipment | 157 | 125 | | Depreciation of right-of-use assets | 247 | 543 | - Staff costs increased by 20.1% year-on-year, mainly due to higher salaries, allowances, and other benefits[25] - New service costs of HK$1,566 thousand were incurred in the current period[25] Note 7. Income Tax Expense Income tax expense for the current period significantly increased to HK$16,313 thousand, primarily due to a substantial rise in deferred tax expense, as well as dividend withholding tax and China current tax expense Income Tax Expense Components | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | China current tax expense | 369 | 880 | | Withholding tax on dividends | 547 | 1,629 | | Deferred tax expense | 15,397 | 918 | | Income Tax Expense | 16,313 | 3,427 | - Income tax expense significantly increased by 376.0% year-on-year, mainly driven by deferred tax expense rising from HK$918 thousand to HK$15,397 thousand[27] - The Group is exempt from income tax in Bermuda, Cayman Islands, and British Virgin Islands, while its Chinese subsidiaries are subject to a 25% corporate income tax rate, with small-profit enterprises enjoying preferential rates[28] Note 8. Dividends The Board of Directors does not recommend the payment of any dividend for the interim period - The Directors do not recommend the payment of any dividend for the interim period (2024: Nil)[29] Note 9. Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the Company was 8.68 HK cents, a significant narrowing from 29.53 HK cents in the prior period, mainly due to reduced loss and an increased weighted average number of ordinary shares Loss Per Share Calculation Data | Indicator | 2025 (HK$ thousand / thousand shares) | 2024 (HK$ thousand / thousand shares) | | :--- | :--- | :--- | | Loss attributable to owners of the Company used for basic loss per share | (8,149) | (12,030) | | Weighted average number of ordinary shares used for basic loss per share | 93,841 | 40,733 | | Basic and Diluted Loss Per Share (HK cents) | (8.68) | (29.53) | - Basic and diluted loss per share for 2025 are equal as there are no potential dilutive ordinary shares[30] - Basic and diluted loss per share for 2024 were also equal due to the anti-dilutive effect of convertible bonds[30] Note 10. Right-of-use Assets The Group obtains right-of-use assets for office properties and staff quarters through lease arrangements, with lease terms ranging from 2 to 16 years. No new right-of-use assets were added during the interim period, and total cash outflow for leases was approximately HK$244 thousand - The Group leases office properties and staff quarters, with lease terms ranging from 2 to 16 years[33] - No right-of-use assets were added during the interim period[34] - Total cash outflow for leases was approximately HK$244 thousand, with a weighted average effective interest rate of 3.55% per annum[34] Note 11. Investment Properties The Group disposed of a residential property in Beijing during the interim period for a total consideration of approximately HK$2,043 thousand, resulting in a zero balance for investment properties at period-end Changes in Investment Properties | Item | For the period from January 1, 2025 to June 30, 2025 (HK$ thousand) | | :--- | :--- | | At beginning of reporting period | 2,043 | | Disposal | (2,043) | | At end of reporting period | – | - The Group disposed of a residential property in Beijing on February 27, 2025, for a consideration of approximately HK$2,043 thousand[36] - The disposal was completed, and no significant gain or loss was recognized[36] Note 12. Repossessed Assets The Group's repossessed assets primarily consist of real estate properties in Beijing, with a carrying amount of HK$1,622 thousand, and are expected to be sold within a reasonable timeframe Carrying Amount of Repossessed Assets | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Repossessed properties – real estate properties in Beijing | 1,622 | 1,575 | - The estimated market value of repossessed assets is approximately HK$1,648 thousand, comprising properties obtained through court proceedings or control[37] - The Group plans to sell these properties within a reasonable time after gaining ownership, not expected within 12 months from the end of the reporting period[37] Note 13. Customer Loans Total customer loans amounted to HK$101,115 thousand, a significant decrease from the end of 2024, with a notable reduction in loss allowance. The Group applies an expected credit loss model, and loans overdue for more than 90 days are considered credit-impaired Total Customer Loans and Loss Allowance | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Gross customer loans | 101,115 | 153,890 | | Less: Loss allowance | (52,011) | (105,106) | | Net customer loans | 49,104 | 48,784 | Credit Quality Analysis of Customer Loans | Category | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Not past due or credit-impaired | 38,133 | 36,220 | | Past due but not credit-impaired (within 30 days) | 5,615 | – | | Past due but not credit-impaired (30 to 90 days) | 2,278 | 4,753 | | Past due and credit-impaired (over 90 days) | 55,089 | 112,917 | | Total | 101,115 | 153,890 | - Gross customer loans decreased by 34.3%, and loss allowance decreased by 50.5%, leading to a slight increase in net customer loans[38][42] - The proportion of credit-impaired loans overdue for more than 90 days decreased from 73.4% at the end of 2024 to 54.5% of the total[40] - Loss allowance accounted for approximately 51.4% of the total gross carrying amount of all customer loans (December 31, 2024: approximately 68.3%)[42] Note 14. Amounts Due to Directors As of June 30, 2025, amounts due to directors were zero, compared to HK$995 thousand at the end of 2024, and these amounts were unsecured, interest-free, and repayable on demand - Amounts due to directors were zero as of June 30, 2025, a decrease from HK$995 thousand at the end of 2024[9] - These amounts were unsecured, interest-free, and repayable on demand[44] Note 15. Amounts Due to Shareholders As of June 30, 2025, amounts due to shareholders were HK$400 thousand, and these amounts were unsecured, interest-free, and repayable on demand - Amounts due to shareholders were HK$400 thousand as of June 30, 2025, compared to zero at the end of 2024[9] - These amounts were unsecured, interest-free, and repayable on demand[45] Note 16. Promissory Notes The carrying amount of promissory notes was HK$72,367 thousand, a slight decrease from the end of 2024. A portion of promissory notes was early redeemed during the period, resulting in a gain of approximately HK$166 thousand Changes in Promissory Notes | Item | For the period from January 1, 2025 to June 30, 2025 (HK$ thousand) | | :--- | :--- | | At beginning of reporting period | 73,804 | | Actual interest expense | 3,128 | | Interest payments | (339) | | Early redemption | (4,226) | | Carrying amount at end of reporting period | 72,367 | - The carrying amount of promissory notes decreased by HK$1,437 thousand, mainly due to early redemption[46] - Promissory notes with a total principal amount of HK$4,060 thousand were early redeemed during the period, resulting in a gain of approximately HK$166 thousand[46] Note 17. Issued Share Capital As of June 30, 2025, the Company's issued and fully paid share capital was HK$938 thousand, comprising 93,841 thousand ordinary shares, consistent with the end of 2024. New shares were issued through a placing in 2024 Issued Share Capital | Item | Number of Shares (thousand shares) | Amount (HK$ thousand) | | :--- | :--- | :--- | | At January 1, 2024 | 78,201 | 782 | | New shares issued upon placing | 15,640 | 156 | | At June 30, 2025 | 93,841 | 938 | - On February 28, 2024, the Company placed 15,640,000 new ordinary shares, raising net proceeds of approximately HK$7,820 thousand[47] - Share issue premium of approximately HK$7,355 thousand was credited to the share premium account[47] Note 18. Related Party Transactions Related party transactions during the period included lease payments to non-controlling interests of a non-wholly owned subsidiary and the sale of customer loans to a registered shareholder of a subsidiary - Lease payments of approximately HK$118 thousand were made to non-controlling interests of a non-wholly owned subsidiary[50] - Consideration of approximately HK$1,027 thousand was received from the sale of customer loans to a registered shareholder of a subsidiary[50] Note 19. Events After the Reporting Period After the reporting period, Beijing Zhicheng Zhuoshi Management Consulting Services Co., Ltd., an indirect wholly-owned subsidiary of the Company, completed its deregistration on July 31, 2025 - Beijing Zhicheng Zhuoshi Management Consulting Services Co., Ltd. completed its deregistration on July 31, 2025[49] Management Discussion and Analysis This section reviews the Group's business and financial performance, outlines future strategies, and discusses liquidity, capital structure, and human resources Business and Financial Review The Group's revenue significantly increased to HK$14,493 thousand during the interim period, primarily driven by settlement gains from non-performing debt assets and expansion of IT solution services. Loss for the period narrowed, but income tax expense substantially increased - Total revenue was approximately HK$14,493 thousand, an increase of approximately HK$8,525 thousand year-on-year, mainly from settlement gains on non-performing debt assets in Hong Kong's short-term financing services and expansion of IT solution services for the financial industry[51] - Other income and net other gains and losses decreased by approximately HK$2,756 thousand, mainly due to no gain from early redemption of convertible bonds during the interim period[51] - Reversal of expected credit losses on customer loans was approximately HK$8,860 thousand, a decrease of approximately HK$11,320 thousand compared to the prior period's provision, mainly due to a reduction in the total balance of customer loans[52] - Income tax expense significantly increased by approximately HK$12,886 thousand to HK$16,313 thousand, primarily due to the reversal of temporary differences related to expected credit loss provisions arising from the disposal of customer loans[53] - Loss attributable to owners of the Company was approximately HK$8,149 thousand, a decrease from the prior period, mainly due to the combined effect of increased revenue, reversal of loss provisions, and increased income tax expense[53] Outlook Despite stable economic operations in China, competition in short-term financing is intensifying. The Group plans to leverage IT technologies like blockchain, AI, and large models for digital transformation, explore RWA applications in digital finance, and integrate IT solutions into traditional short-term financing to enhance competitiveness and revenue - China's economy is generally stable, but competition in the short-term financing sector is intensifying, making the pawn and micro-loan environment increasingly challenging[54] - The Group intends to leverage IT technologies such as blockchain, AI, and large models to drive digital transformation and explore innovative applications of Real World Assets (RWA) in digital finance[55] - Independently developing an AI intelligent service platform, including application scenarios such as intelligent data processing, intelligent risk control, intelligent settlement, and intelligent customer service[55] - Integrating IT technology solutions into traditional short-term financing services and actively seeking new business opportunities in China and/or Hong Kong to diversify revenue streams[55][56] Material Investments, Acquisitions and Disposals Except as disclosed in this announcement, the Group did not undertake any other material investments, acquisitions, or disposals of subsidiaries or associates during the interim period - No other material investments, acquisitions, or disposals occurred during the interim period[57] Future Plans for Material Investments and Capital Assets Except as disclosed in this announcement, the Group currently has no definite intentions or specific plans for any material investments or capital assets - The Group currently has no definite intentions or specific plans for any material investments or capital assets[58] Liquidity and Financial Resources As of June 30, 2025, the Group held cash and cash equivalents of approximately HK$84,502 thousand, with a gearing ratio of 2.2 and a debt ratio of 0.55. Management will monitor debt levels and consider equity fundraising to reduce financing costs - As of June 30, 2025, the Group's other debts were approximately HK$72,367 thousand, and cash and cash equivalents were approximately HK$84,502 thousand[59] - The gearing ratio was approximately 2.2 (December 31, 2024: 1.9), and the debt ratio was approximately 0.55 (December 31, 2024: 0.54)[60] - The Group will seek future financing and raise funds through equity fundraising activities to further reduce financing costs[59] Capital Structure The Group's capital structure primarily consists of promissory notes, with no bank borrowings during the interim period. A portion of promissory notes was early redeemed, and new promissory notes were issued to settle maturing debts (i) Bank Borrowings](index=26&type=section&id=%28i%29%20Bank%20Borrowings) - As of June 30, 2025, and December 31, 2024, there were no outstanding bank borrowings[61] (ii) Promissory Notes](index=26&type=section&id=%28ii%29%20Promissory%20Notes) Summary of Promissory Notes | Issue Date | Principal Amount (HK$) | Annual Interest Rate | Principal Repayment Due Date | Principal Amount Redeemed (HK$) | Principal Amount Outstanding (HK$) | | :--- | :--- | :--- | :--- | :--- | :--- | | August 5, 2024 | 6,720,000 | 8% | August 4, 2026 | – | 6,720,000 | | August 5, 2024 | 63,664,650 | 8% | December 31, 2025 | (4,060,000) | 59,604,650 | | December 23, 2024 | 2,000,000 | 7% | December 23, 2025 | – | 2,000,000 | - The Company issued new promissory notes to settle the maturing new 2023 convertible bonds and maturing promissory notes[62][63] - On March 26, 2025, promissory notes with a total principal amount of HK$4,060 thousand were early redeemed, resulting in a gain of approximately HK$166 thousand[63] Fund Raising Activities The Company did not undertake any fundraising activities during the interim period. In 2024, new shares were issued through a placing, raising approximately HK$7,511 thousand - The Company did not undertake any fundraising activities during the interim period[65] - On February 28, 2024, the Company placed 15,640,000 ordinary shares, raising net proceeds of approximately HK$7,511 thousand[64] Foreign Exchange Risk The Group's business is primarily denominated in RMB, resulting in minimal foreign exchange risk. There is currently no foreign exchange hedging policy, but it will be closely monitored, and hedging instruments will be considered in the future - The Group's majority of business transactions, assets, and liabilities are primarily denominated in RMB, resulting in minimal foreign exchange risk[66] - RMB conversion is subject to foreign exchange controls by the Chinese government[66] - The Group currently has no foreign exchange hedging policy but will monitor and consider using hedging instruments in the future[66] Pledge of Assets As of June 30, 2025, and December 31, 2024, the Group had no pledged assets - The Group had no pledged assets[67] Employees Information and Remuneration Policy As of June 30, 2025, the Group employed 46 employees, with staff costs of approximately HK$7,582 thousand. Salaries and benefits are maintained at competitive levels and determined discretionarily based on performance - The Group employed 46 employees (December 31, 2024: 39 employees)[68] - Staff costs (excluding directors' emoluments) for the interim period were approximately HK$7,582 thousand (2024: HK$6,313 thousand)[68] - Employee remuneration is determined discretionarily based on performance under an annually reviewed salary and bonus system, with contributions to statutory Mandatory Provident Fund schemes and medical plans[68] Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities - The Group had no material contingent liabilities[70] Events After the Reporting Period Details of significant events after the interim period are provided in Note 19 to the unaudited condensed consolidated financial statements - Details of events after the reporting period are provided in Note 19 to the financial statements[71] Other Information This section covers directors' and major shareholders' interests, share option schemes, corporate governance, and other relevant disclosures Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation As of June 30, 2025, none of the Company's directors or chief executives had any disclosable interests or short positions in the shares, underlying shares, and debentures of the Company or any of its associated corporations - Directors and chief executives had no disclosable interests or short positions in the shares, underlying shares, and debentures of the Company or its associated corporations[72] Directors' Right to Acquire Shares or Debentures During the interim period, neither the Company nor any of its subsidiaries was a party to any arrangement that would enable any director or chief executive to acquire benefits by purchasing shares or debt securities of the Company or any other body corporate - During the interim period, neither the Company nor its subsidiaries participated in any arrangement enabling directors or chief executives to benefit from purchasing shares or debt securities[73] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, Mr. Ye Zhijian and his wholly-owned company, Hengxin Zhitou Technology (Hong Kong) Limited, were substantial shareholders of the Company, holding 28.35% of the issued shares Substantial Shareholders' Shareholdings | Name of Substantial Shareholder | Nature of Interest / Capacity | Number of Ordinary Shares Held | Percentage of Company's Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Ye Zhijian | Interest in controlled corporation | 26,600,000 | 28.35% | | Hengxin Zhitou Technology (Hong Kong) Limited | Beneficial owner | 26,600,000 | 28.35% | - Mr. Ye Zhijian is deemed to be interested in the 26,600,000 shares of the Company held by Hengxin Zhitou Technology (Hong Kong) Limited[75] Share Option Scheme The Company's share option scheme was adopted on June 18, 2024, to reward eligible participants. As of the end of the interim period, there were no outstanding share options or unvested awards - The share option scheme was adopted on June 18, 2024, for a period of ten years, aiming to reward eligible participants[77] - Eligible participants include directors, employees, and service providers[77] - At the beginning and end of the interim period, there were no outstanding share options or unvested awards, nor were any share options granted, vested, lapsed, cancelled, or exercised[77] Compliance with the Standard of Dealings by Directors in Securities The Company has adopted a code of conduct no less exacting than the GEM Listing Rules, and all directors have confirmed compliance with this code during the interim period - The Company has adopted a code of conduct no less exacting than the GEM Listing Rules, and all directors have confirmed compliance[78] Changes in Directors' Information After the reporting period, several changes occurred in the Company's Board of Directors, including the resignation of an independent non-executive director, appointment of an executive director and chairman, appointment of an independent non-executive director, resignation of an executive director, and appointment of a CEO - Mr. Chan Yik Wah resigned as an independent non-executive director, effective April 1, 2025[79] - Mr. Tsang Chi Wan was appointed as an executive director and chairman, effective April 14, 2025, and June 6, 2025, respectively[79] - Ms. Qiu Mengru was appointed as an executive director and chief executive officer, effective June 6, 2025[79] - Mr. Zhang Wei and Ms. Zhang Yanwen resigned as executive director and independent non-executive director, respectively, effective June 6, 2025[79] Interests in Competing Business During the interim period, none of the Company's directors, controlling shareholders, or substantial shareholders, or their respective close associates, engaged in any business that competes or may compete with the Group's business, or had any other conflicts of interest with the Group - Directors, controlling shareholders, or substantial shareholders and their close associates did not engage in any business competing with the Group's business or have conflicts of interest[80] Purchase, Sale or Redemption of the Company's Listed Securities During the interim period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[81] Corporate Governance Practices The Company is committed to continuously improving its corporate governance practices and complied with all code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules during the interim period - The Company complied with all code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules during the interim period[82] Interim Dividend The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025[83] Audit Committee The Audit Committee has reviewed the Group's interim financial statements and believes they are prepared in compliance with applicable accounting standards, the GEM Listing Rules, and other legal requirements, with adequate disclosures - The Audit Committee has reviewed the interim financial statements and believes they comply with applicable accounting standards, GEM Listing Rules, and other legal requirements[84] By Order of the Board This announcement is issued by the Board of Directors, represented by Chairman Mr. Tsang Chi Wan, and specifies the announcement date and the list of current executive and independent non-executive directors - This announcement was issued by Mr. Tsang Chi Wan, Chairman and Executive Director, on August 22, 2025[85][86] - This announcement will be published on the Stock Exchange website and the Company's website for at least seven days[86]