名科国际(08100) - 2025 - 中期业绩

GEM Market Characteristics The GEM market provides a listing platform for small and medium-sized companies, entailing higher investment risks and potential for significant market volatility - The GEM market is positioned to provide a listing platform for small and medium-sized companies, with securities potentially subject to greater market volatility and no guarantee of high liquidity[5][6][9][10] Independent Review Report The independent review report confirms that the interim financial information for the six months ended June 30, 2025, was prepared in accordance with HKAS 34 - The independent review report confirms that the interim financial information for the six months ended June 30, 2025, was prepared in all material respects in accordance with Hong Kong Accounting Standard 34, with no non-compliance found[18][19] - The scope of review is substantially less than an audit, therefore no audit opinion is expressed[13][15] Condensed Consolidated Financial Statements The group's financial performance for the six months ended June 30, 2025, shows a shift from profit to loss, with a significant decline in total assets and equity Condensed Consolidated Statement of Profit or Loss – Unaudited For the six months ended June 30, 2025, the group's revenue decreased, shifting from profit to loss, with a widened loss attributable to owners of the Company Condensed Consolidated Statement of Profit or Loss Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 39,723 | 47,236 | -15.9% | | Gross Profit | 30,411 | 31,502 | -3.5% | | Operating (Loss)/Profit | (5,501) | 1,422 | Shifted from profit to loss | | (Loss)/Profit for the Period | (6,286) | 616 | Shifted from profit to loss | | (Loss)/Profit Attributable to Owners of the Company | (7,420) | (585) | Loss widened | | Basic Loss Per Share (HK cents) | (1.67) | (0.13) | Loss widened | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income – Unaudited For the six months ended June 30, 2025, the group's total comprehensive income shifted from profit to loss, primarily due to the period's loss Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | (Loss)/Profit for the Period | (6,286) | 616 | Shifted from profit to loss | | Exchange differences on translation of financial statements of overseas subsidiaries | (29) | 31 | Decreased | | Fair value change of equity instruments at fair value through other comprehensive income | 446 | (13) | Significantly increased | | Total Comprehensive Income for the Period | (5,869) | 634 | Shifted from profit to loss | | Total Comprehensive Income Attributable to Owners of the Company | (7,003) | (567) | Loss widened | Condensed Consolidated Statement of Financial Position – Unaudited As at June 30, 2025, the group's total assets and total equity decreased, with a reduction in net current assets Condensed Consolidated Statement of Financial Position Key Data | Indicator | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 158,219 | 156,770 | Increased by 1,449 | | Right-of-use assets | 2,874 | 311 | Increased by 2,563 | | Goodwill | 40,225 | 42,525 | Decreased by 2,300 | | Total Current Assets | 103,257 | 121,335 | Decreased by 18,078 | | Cash and cash equivalents | 60,039 | 81,708 | Decreased by 21,669 | | Total Current Liabilities | 38,736 | 38,225 | Increased by 511 | | Contract liabilities | 3,710 | 845 | Increased by 2,865 | | Net Current Assets | 64,521 | 83,110 | Decreased by 18,589 | | Net Assets | 202,024 | 221,226 | Decreased by 19,202 | | Total Equity | 202,024 | 221,226 | Decreased by 19,202 | Condensed Consolidated Statement of Changes in Equity – Unaudited For the six months ended June 30, 2025, the group's total equity decreased due to the period's loss and dividends paid Condensed Consolidated Statement of Changes in Equity Key Data | Indicator | 1 January 2025 (HK$ thousand) | 30 June 2025 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Total Equity | 221,226 | 202,024 | -19,202 | | (Loss)/Profit for the Period | - | (6,286) | - | | Total Comprehensive Income for the Period | - | (5,869) | - | | Dividends Paid | - | (13,333) | - | | Investment Revaluation Reserve | (2,310) | (1,864) | Increased by 446 | | Accumulated Losses | (1,328,375) | (1,335,795) | Increased by 7,420 | Condensed Consolidated Statement of Cash Flows – Unaudited For the six months ended June 30, 2025, the group's cash and cash equivalents decreased, mainly due to cash outflows from investing and financing activities Condensed Consolidated Statement of Cash Flows Key Data | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 14,395 | (3,683) | Significantly improved | | Net cash used in investing activities | (19,950) | (20,458) | Slightly decreased | | Net cash used in financing activities | (16,085) | (323) | Significantly increased | | Net decrease in cash and cash equivalents | (21,640) | (24,464) | Decreased | | Cash and cash equivalents at 30 June | 60,039 | 58,909 | Increased by 1,130 | Notes to the Condensed Consolidated Financial Statements These notes provide detailed explanations and disclosures for the condensed consolidated financial statements, covering corporate information, accounting policies, and financial instrument fair value measurements 1. Corporate Information Nameco International Holdings Limited, listed on GEM, is incorporated in Cayman Islands and re-domiciled in Bermuda, engaging in software, e-commerce, securities investment, and IT services - The Company was incorporated in the Cayman Islands on July 30, 2001, and re-domiciled in Bermuda on January 9, 2014[35][40] - The Company's shares are listed on GEM of The Stock Exchange of Hong Kong Limited, with its principal business being investment holding[36][40] - The Group is principally engaged in the research and development and distribution of PC performance software, anti-virus software, mobile phone applications and toolbar advertisements; operation of B2C online sales platforms and B2B product trading; securities investment; and provision of corporate management solutions and information technology contract services[36][40] 2. Basis of Preparation The interim financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, using historical cost convention - The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the GEM Listing Rules[38][41] - The statements are prepared under the historical cost convention, except for certain financial instruments measured at fair value[39][41] - The principal accounting policies are consistent with those adopted in the annual audited consolidated financial statements for 2024, except for the adoption of new and revised HKFRS accounting standards during the period[39][41] 3. Adoption of New and Revised HKFRS Accounting Standards The group adopted new and revised HKFRS effective January 1, 2025, without significant changes to accounting policies or reported amounts - The Group has adopted all new and revised HKFRS accounting standards effective from January 1, 2025[42][45] - The adoption of these standards did not result in significant changes to accounting policies, financial statement presentation, or reported amounts[42][45] - The Group has not early applied any new standards or interpretations that have been issued but are not yet effective, and is currently assessing their potential impact[44][47] 4. Revenue For the six months ended June 30, 2025, the group's total revenue decreased by 15.9%, primarily due to a significant reduction in corporate management solutions and IT contract services Revenue from Contracts with Customers by Service Line | Service Line | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Sales of computer and mobile phone software and toolbar advertisements | 36,576 | 36,091 | Increased by 1.3% | | Provision of corporate management solutions and I.T. contract services | 3,147 | 11,145 | Decreased by 71.8% | | Total Revenue | 39,723 | 47,236 | Decreased by 15.9% | 5. Other Income and Other Gains and (Losses), Net For the six months ended June 30, 2025, other income and net gains/(losses) shifted to a net loss, mainly due to goodwill impairment and fair value losses on financial assets Other Income and Other Gains and (Losses), Net | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Bank interest income | 439 | 213 | Increased by 106.1% | | Dividend income | 43 | 123 | Decreased by 65.0% | | Impairment loss on goodwill | (2,300) | – | Significantly increased | | Realised and unrealised (losses)/gains on financial assets at fair value through profit or loss | (541) | 2,386 | Shifted from gain to loss | | Exchange gains/(losses), net | 107 | (156) | Shifted from loss to gain | | Other Income and Other Gains and (Losses), Net | (2,252) | 2,575 | Shifted from gain to loss | - An impairment loss on goodwill of HK$2,300,000 was recognized during the period, related to Wefound System (Hong Kong) Limited[52][53] 6. (Loss)/Profit Before Tax For the six months ended June 30, 2025, the group shifted from profit to a loss before tax, impacted by intangible asset amortization, goodwill impairment, and increased staff costs Major Deductions from (Loss)/Profit Before Tax | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Finance costs: Interest expense on lease liabilities | 29 | 28 | Increased by 3.6% | | Staff costs: Salaries, wages and other benefits | 7,701 | 7,022 | Increased by 9.7% | | Staff costs: Retirement scheme contributions | 209 | 194 | Increased by 7.7% | | Amortisation of intangible assets | 19,688 | 19,072 | Increased by 3.2% | | Impairment loss on goodwill | 2,300 | – | Significantly increased | | Depreciation of right-of-use assets | 374 | 297 | Increased by 25.9% | | Provision for impairment loss on trade and other receivables | 175 | 478 | Decreased by 63.4% | 7. Income Tax Expense For the six months ended June 30, 2025, income tax expense slightly decreased, comprising Hong Kong profits tax and withholding tax Composition of Income Tax Expense | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Current tax: Hong Kong profits tax | 550 | 704 | Decreased by 21.9% | | Current tax: Withholding tax | 84 | 74 | Increased by 13.5% | | Deferred tax | 122 | – | Significantly increased | | Total Income Tax Expense | 756 | 778 | Decreased by 2.8% | - Hong Kong profits tax is levied at a two-tiered rate, with the first HK$2 million of assessable profits taxed at 8.25% and the remainder at 16.5%[60] - No provision for corporate income tax was made for the Group's PRC subsidiaries for the current period and the corresponding period in 2024 due to tax losses incurred[60] 8. Dividends The Board does not recommend any interim dividend for the period, but a final and special dividend for 2024 totaling HK$13.333 million was paid - The Board does not recommend the payment of any interim dividend for the current period (2024: nil)[62][64] - A final dividend of HK$0.002 per share and a special dividend of HK$0.028 per share for 2024, totaling HK$0.030 per share, amounting to approximately HK$13,333,000, were paid during the period[62][64] 9. Loss Per Share For the six months ended June 30, 2025, basic loss per share attributable to owners of the Company widened to 1.67 HK cents Loss Per Share Calculation | Indicator | 2025 (HK$ thousand/thousand shares) | 2024 (HK$ thousand/thousand shares) | Change | | :--- | :--- | :--- | :--- | | Loss attributable to owners of the Company | (7,420) | (585) | Loss widened | | Weighted average number of ordinary shares for basic loss per share | 444,448 | 444,448 | No change | | Basic Loss Per Share (HK cents) | (1.67) | (0.13) | Loss widened | - Diluted loss per share is the same as basic loss per share as there were no potential dilutive ordinary shares outstanding during the current period and the corresponding period in 2024[67] 10. Segment Reporting The group manages its business across four segments, with software business being the primary revenue and profit contributor, while other segments experienced losses - The Group has four reportable segments: software business, securities investment business, corporate management solutions and I.T. contract services business, and B2C online sales platform and B2B product trading business[68][69][70] 10. (a) Segment results For the six months ended June 30, 2025, software business remained the main profit source, while securities investment and corporate management solutions segments shifted to losses Segment Results for the Six Months Ended 30 June 2025 | Segment | Revenue (HK$ thousand) | Segment Results (HK$ thousand) | | :--- | :--- | :--- | | Software Business | 36,576 | 5,513 | | Securities Investment Business | – | (536) | | Corporate Management Solutions and I.T. Contract Services Business | 3,147 | (3,248) | | B2C Online Sales Platform and B2B Product Trading Business | – | (405) | | Total | 39,723 | 1,324 | Segment Results for the Six Months Ended 30 June 2024 | Segment | Revenue (HK$ thousand) | Segment Results (HK$ thousand) | | :--- | :--- | :--- | | Software Business | 36,091 | 5,652 | | Securities Investment Business | – | 2,450 | | Corporate Management Solutions and I.T. Contract Services Business | 11,145 | 91 | | B2C Online Sales Platform and B2B Product Trading Business | – | (650) | | Total | 47,236 | 7,543 | - The Corporate Management Solutions and I.T. Contract Services Business recorded a goodwill impairment loss of HK$2,300,000[74] 10. (b) Segment assets and liabilities As at June 30, 2025, the software business accounted for the largest portion of the group's segment assets and liabilities Segment Assets and Liabilities as at 30 June 2025 | Segment | Segment Assets (HK$ thousand) | Segment Liabilities (HK$ thousand) | | :--- | :--- | :--- | | Software Business | 167,864 | 47,733 | | Securities Investment Business | 29,306 | 30 | | Corporate Management Solutions and I.T. Contract Services Business | 19,266 | 7,441 | | B2C Online Sales Platform and B2B Product Trading Business | 16,711 | 348 | | Total Segments | 233,147 | 55,552 | | Unallocated assets: Right-of-use assets | 2,874 | - | | Unallocated liabilities: Lease liabilities | - | 2,980 | | Total Assets/Liabilities | 261,476 | 59,452 | Segment Assets and Liabilities as at 31 December 2024 | Segment | Segment Assets (HK$ thousand) | Segment Liabilities (HK$ thousand) | | :--- | :--- | :--- | | Software Business | 172,361 | 50,491 | | Securities Investment Business | 29,426 | 60 | | Corporate Management Solutions and I.T. Contract Services Business | 18,374 | 3,309 | | B2C Online Sales Platform and B2B Product Trading Business | 17,074 | 375 | | Total Segments | 237,235 | 54,235 | | Unallocated assets: Right-of-use assets | 311 | - | | Unallocated liabilities: Lease liabilities | - | 328 | | Total Assets/Liabilities | 278,105 | 56,879 | 10. (c) Geographical information For the six months ended June 30, 2025, the group's revenue primarily originated from the United States, with a significant decrease in Hong Kong revenue Revenue by Geographical Location | Region | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | United States of America | 16,361 | 16,163 | Increased by 1.2% | | Hong Kong | 3,284 | 11,321 | Decreased by 70.9% | | United Kingdom | 2,562 | 2,423 | Increased by 5.7% | | Brazil | 1,804 | 2,072 | Decreased by 12.9% | | Germany | 1,571 | 1,959 | Decreased by 19.9% | | Japan | 1,352 | 1,143 | Increased by 18.3% | | Canada | 1,253 | 1,281 | Decreased by 2.1% | | Australia | 1,139 | 1,147 | Decreased by 0.7% | | Netherlands | 643 | 798 | Decreased by 19.4% | | Mainland China | 319 | 282 | Increased by 13.1% | | Others | 9,435 | 8,647 | Increased by 9.1% | | Total | 39,723 | 47,236 | Decreased by 15.9% | Geographical Location of Specified Non-Current Assets | Region | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | 156,706 | 155,703 | 10. (d) Information about major customers For the six months ended June 30, 2025, one customer from the corporate management solutions segment contributed approximately 11.5% of the group's total revenue - For the six months ended June 30, 2025, one customer from the corporate management solutions and I.T. contract services business segment contributed approximately 11.5% of the Group's total revenue[90][94] - For the corresponding period in 2024, this customer contributed approximately 16.5% of the Group's total revenue[91][94] 11. Right-of-Use Assets During the period, the group recognized new right-of-use assets and lease liabilities of approximately HK$2.938 million for office properties - During the period, the Group entered into a new lease agreement for office properties for a fixed term of three years, recognizing right-of-use assets and lease liabilities of approximately HK$2,938,000[92][95] - Depreciation of right-of-use assets for the period was approximately HK$374,000 (2024: approximately HK$297,000)[93][96] 12. Goodwill As at June 30, 2025, the group's goodwill carrying amount was HK$40.225 million, with an impairment loss of HK$2.3 million recognized due to underperformance Carrying Amount of Goodwill | Indicator | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Cost | 778,575 | 778,575 | | Accumulated impairment losses | 738,350 | 736,050 | | Carrying Amount | 40,225 | 42,525 | - An impairment loss on goodwill of HK$2,300,000 was recognized during the period due to the underperformance of Wefound System (Hong Kong) Limited[102][104] - The recoverable amount of the Wefound System (Hong Kong) Limited cash-generating unit was approximately HK$7,450,000, which was lower than its carrying amount of approximately HK$9,714,000[102][104] 13. Financial Assets at Fair Value Through Other Comprehensive Income As at June 30, 2025, the group's financial assets at fair value through other comprehensive income totaled HK$1.513 million, primarily unlisted equity securities, with fair value estimated by an independent appraiser Financial Assets at Fair Value Through Other Comprehensive Income | Item | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Unlisted equity securities, at fair value | 1,513 | 1,067 | | Total | 1,513 | 1,067 | - The fair value of unlisted equity securities is estimated by an independent valuer using the index return method[110] 14. Trade and Other Receivables As at June 30, 2025, total trade and other receivables increased to HK$17.007 million, mainly due to higher prepayments and amounts due from brokers Composition of Trade and Other Receivables | Item | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Trade receivables (net of impairment provision) | 9,337 | 9,404 | Decreased by 67 | | Prepayments, deposits and other receivables | 5,465 | 1,630 | Increased by 3,835 | | Amounts due from brokers | 2,117 | 362 | Increased by 1,755 | | Amounts due from non-controlling interests of a subsidiary | 88 | 88 | No change | | Total | 17,007 | 11,484 | Increased by 5,523 | 14. (a) Ageing analysis of trade receivables As at June 30, 2025, the largest portion of trade receivables (net of impairment) was not yet due, but overdue amounts increased Ageing Analysis of Trade Receivables | Ageing | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Not yet due | 7,988 | 8,913 | | Less than 1 month overdue | 282 | 349 | | 1 to 3 months overdue | 817 | 67 | | More than 3 months but less than 12 months overdue | 236 | 60 | | More than 12 months overdue | 14 | 15 | | Total | 9,337 | 9,404 | 14. (b) Impairment of trade receivables The group recognizes expected credit loss provisions for trade and other receivables based on historical experience and economic conditions - The Group recognizes expected credit loss (ECL) provisions for trade and other receivables[115][117] - ECLs are estimated based on the Group's historical credit loss experience, debtor-specific factors, general economic conditions, and forward-looking economic developments[116][117] 14. (c) Amounts due from non-controlling interests of a subsidiary Amounts due from non-controlling interests of a subsidiary are unsecured, interest-free, and have no fixed repayment terms - Amounts due from non-controlling interests are unsecured, interest-free, and have no fixed repayment terms[118][121] 14. (d) Other loan receivable The other loan receivable from Jun Yang Energy Holdings Limited is unsecured, interest-free, and repayable on demand, with a 100% ECL provision made in 2018 - The other loan receivable from Jun Yang Energy Holdings Limited is unsecured, interest-free, and repayable on demand, subject to the consent of all its shareholders[119][122] - The Group recognized a 100% expected credit loss provision of HK$27,230,000 for this loan in 2018, with no reversal made during the current period[120][122] 15. Financial Assets at Fair Value Through Profit or Loss As at June 30, 2025, these financial assets totaled HK$25.212 million, primarily Hong Kong-listed equity securities valued based on market prices or index returns Financial Assets at Fair Value Through Profit or Loss | Item | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Listed equity securities in Hong Kong, at fair value for trading | 25,211 | 27,448 | | Unlisted equity securities | 1 | 1 | | Total | 25,212 | 27,449 | - The fair value of listed securities is based on market prices at the end of the reporting period, while the fair value of listed equity securities whose trading has been suspended and unlisted equity securities is estimated using the index return method[125][126][128] 16. Trade and Other Payables As at June 30, 2025, total trade and other payables decreased to HK$6.453 million, mainly due to a reduction in accrued expenses and other payables Composition of Trade and Other Payables | Item | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables | 2,625 | 821 | | Accrued expenses and other payables | 3,828 | 8,838 | | Total | 6,453 | 9,659 | Ageing Analysis of Trade Payables | Ageing | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Less than 3 months | 2,625 | 430 | | More than 3 months but less than 12 months | – | 391 | | Total | 2,625 | 821 | 17. Share Capital As at June 30, 2025, the company's authorized share capital was HK$800 million, with issued and fully paid share capital of HK$4.444 million Share Capital Composition | Item | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Authorised ordinary shares (par value HK$0.01 per share) | 800,000 | 800,000 | | Issued and fully paid ordinary shares (par value HK$0.01 per share) | 4,444 | 4,444 | - As at June 30, 2025, the number of issued ordinary shares was 444,448,000 shares[133] 18. Reserves Group reserve movements are reported in the condensed consolidated statement of changes in equity, with a share premium account cancellation and transfer to contributed surplus - The amounts and movements of the Group's reserves are presented in the unaudited condensed consolidated statement of changes in equity[134] - Pursuant to a special resolution passed on June 25, 2024, approximately HK$517,181,000 from the share premium account was cancelled and transferred to the contributed surplus account[135][138] 19. Fair Value Measurement of Financial Instruments The carrying amounts of the group's financial assets and liabilities approximate their fair values, with fair value measurements categorized into a three-level hierarchy - The carrying amounts of the Group's financial assets and financial liabilities approximate their respective fair values[136][139] - Fair value measurements are categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[137][140] - Level 3 fair value measurements are primarily performed by external valuation experts using the index return method, with key unobservable inputs including share price, relevant market index return, and liquidity discount rate[153][154][158][164] 19. (a) Disclosures of levels in fair value hierarchy at 30 June 2025 and 31 December 2024 As at June 30, 2025, the fair value of the group's financial assets was primarily in Level 1 (listed equity securities) and Level 3 (listed and unlisted equity securities) Fair Value Measurement Levels as at 30 June 2025 | Details | Level 1 (HK$ thousand) | Level 2 (HK$ thousand) | Level 3 (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss: Listed equity securities | 19,552 | – | 5,659 | 25,211 | | Financial assets at fair value through profit or loss: Unlisted equity securities | – | – | 1 | 1 | | Financial assets at fair value through other comprehensive income: Unlisted equity securities | – | – | 1,513 | 1,513 | | Total | 19,552 | – | 7,173 | 26,725 | Fair Value Measurement Levels as at 31 December 2024 | Details | Level 1 (HK$ thousand) | Level 2 (HK$ thousand) | Level 3 (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss: Listed equity securities | 22,972 | – | 4,476 | 27,448 | | Financial assets at fair value through profit or loss: Unlisted equity securities | – | – | 1 | 1 | | Financial assets at fair value through other comprehensive income: Unlisted equity securities | – | – | 1,067 | 1,067 | | Total | 22,972 | – | 5,544 | 28,516 | 19. (b) Reconciliation of assets measured at fair value based on level 3 at 30 June 2025 and 31 December 2024 As at June 30, 2025, Level 3 fair value assets, mainly unlisted and some listed equity securities, increased due to gains recognized during the period Reconciliation of Level 3 Fair Value Assets as at 30 June 2025 | Item | 1 January 2025 (HK$ thousand) | Total gains recognized in profit or loss (HK$ thousand) | Total gains recognized in other comprehensive income (HK$ thousand) | 30 June 2025 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through other comprehensive income: Unlisted equity securities | 1,067 | – | 446 | 1,513 | | Financial assets at fair value through profit or loss: Listed equity securities | 4,476 | 1,183 | – | 5,659 | | Financial assets at fair value through profit or loss: Unlisted equity securities | 1 | – | – | 1 | Reconciliation of Level 3 Fair Value Assets as at 31 December 2024 | Item | 1 January 2024 (HK$ thousand) | Total losses recognized in profit or loss (HK$ thousand) | Total gains recognized in other comprehensive income (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through other comprehensive income: Unlisted equity securities | 1,013 | – | 54 | 1,067 | | Financial assets at fair value through profit or loss: Listed equity securities | 3,970 | 506 | – | 4,476 | | Financial assets at fair value through profit or loss: Unlisted equity securities | 1 | – | – | 1 | 19. (c) Disclosure of valuation process used by the Group and valuation techniques and inputs used in fair value measurements at 30 June 2025 and 31 December 2024 Group management is responsible for fair value measurements, which are reviewed annually, with Level 3 valuations often involving external experts and unobservable inputs - The Group's management is responsible for fair value measurements, which are reviewed at least annually[152][153] - Level 3 fair value measurements typically involve engaging external valuation experts with recognized professional qualifications[153] - Key unobservable inputs include risk-free interest rates, yield spreads, expected volatility, dividend yields, present value of expected future share prices, probability-weighted profits, and discount factors[154] 20. Capital Commitments As at June 30, 2025, contracted but unprovided capital commitments totaled approximately HK$20.457 million, primarily for intangible asset development and property, plant, and equipment Capital Commitments | Item | 30 June 2025 (HK$ thousand) | 31 December 2024 (HK$ thousand) | | :--- | :--- | :--- | | Development costs for intangible assets | 20,429 | – | | Property, plant and equipment costs | 28 | – | | Total | 20,457 | – | Management Discussion and Analysis This section reviews the group's business and financial performance, outlines risk factors, treasury policy, and future outlook Business Review The group's four business segments showed varied performance, with software business as the main revenue driver, while other segments faced challenges and losses Software Business Software business revenue slightly increased to HK$36.576 million, but segment profit decreased by 2.5%, with ongoing R&D investment and market expansion plans Software Business Performance | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 36,576 | 36,091 | Increased by 1.3% | | Segment Profit | 5,513 | 5,652 | Decreased by 2.5% | - Boom Max Group continues to invest in its R&D team, focusing on cybersecurity, software product development, and marketing channels, with new software products expected to be launched by the end of 2025[172][175] - The Group will continue to explore business opportunities in emerging markets (such as Asia Pacific countries) and strengthen its sales and distribution channels[173][175] Corporate Management Solutions and I.T. Contract Services Business This segment's revenue significantly decreased to HK$3.147 million, resulting in a loss of HK$3.248 million due to intense competition and goodwill impairment Corporate Management Solutions and I.T. Contract Services Business Performance | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 3,147 | 11,145 | Decreased by 71.8% | | Segment (Loss)/Profit | (3,248) | 91 | Shifted from profit to loss | - The loss is primarily attributable to intense competition in the IT industry and a goodwill impairment loss of HK$2,300,000[177][183] - The Group will strive to enhance its competitiveness, strengthen technical capabilities, maintain service quality, and actively pursue government and corporate contract projects[179][183] B2C Online Sales Platform and B2B Product Trading Business This segment generated no revenue for the period, but its segment loss narrowed to HK$405 thousand, with continued exploration of new business opportunities B2C Online Sales Platform and B2B Product Trading Business Performance | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | – | – | No change | | Segment Loss | (405) | (650) | Loss narrowed | - The Group is committed to providing quality products to global customers by developing online and offline sales channels[181][184] Securities Investment Business Securities investment business shifted from profit to a loss of HK$536 thousand, primarily due to realized and unrealized losses on financial assets at fair value through profit or loss Securities Investment Business Performance | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Segment (Loss)/Profit | (536) | 2,450 | Shifted from profit to loss | - The loss is mainly attributable to net realized and unrealized losses on financial assets at fair value through profit or loss of approximately HK$541,000[187][191] - As at June 30, 2025, the fair value of the Group's financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income were approximately HK$25,212,000 and HK$1,513,000 respectively, comprising 11 investment items[189][192] Financial Review For the six months ended June 30, 2025, the group's total revenue decreased, gross profit declined, and it shifted from profit to a net loss, with an increased gearing ratio Revenue For the period, group revenue was approximately HK$39.723 million, a 15.9% decrease from the prior year, mainly from software and IT contract services - For the period, the Group's revenue was approximately HK$39,723,000, representing a decrease of approximately 15.9% compared to the corresponding period in 2024[194][200] - Revenue was primarily comprised of software business (approximately HK$36,576,000) and corporate management solutions and I.T. contract services business (approximately HK$3,147,000)[194][200] Gross Profit For the period, group gross profit was approximately HK$30.411 million, a 3.5% decrease from the prior year - For the period, the Group's gross profit was approximately HK$30,411,000, representing a decrease of approximately 3.5% compared to the corresponding period in 2024[195][201] Finance Costs For the period, group finance costs were approximately HK$29 thousand, a 3.6% increase from the prior year - For the period, the Group's finance costs were approximately HK$29,000, representing an increase of approximately 3.6% compared to the corresponding period in 2024[196][202] (Loss)/Profit for the Period For the period, the group recorded a net loss of approximately HK$6.286 million, with the loss attributable to owners of the Company widening to HK$7.420 million - For the period, the Group recorded a net loss of approximately HK$6,286,000 (2024: profit of approximately HK$616,000)[197][203] - The net loss attributable to owners of the Company was approximately HK$7,420,000 (2024: approximately HK$585,000)[198][203] - The net loss was primarily due to the combined effect of the securities investment business and corporate management solutions and I.T. contract services business shifting from profit to loss, as well as an increase in other corporate expenses[197][203] Liquidity, Financial Resources and Capital Structure As at June 30, 2025, the group's cash and cash equivalents totaled approximately HK$60.683 million, primarily funding operations through internal resources - As at June 30, 2025, the Group's cash and cash equivalents and pledged bank deposits totaled approximately HK$60,683,000 (December 31, 2024: approximately HK$82,349,000)[199][204] - The Group primarily funds its operations through internal resources, and there have been no significant changes in its capital structure[199][204] Gearing Ratio As at June 30, 2025, the group's gearing ratio (total liabilities divided by total assets) increased to approximately 22.7% from 20.5% at December 31, 2024 - As at June 30, 2025, the Group's gearing ratio was approximately 22.7% (December 31, 2024: approximately 20.5%)[207][214] - Total assets were approximately HK$261,476,000, and total liabilities were approximately HK$59,452,000[207][214] Dividend The Board does not recommend any interim dividend for the current period - The Board does not recommend the payment of any interim dividend for the current period (2024: nil)[208][214] Charges on the Group's Assets As at June 30, 2025, the group pledged approximately HK$644 thousand in bank deposits as collateral for a HK$500 thousand banking facility - As at June 30, 2025, the Group had pledged bank deposits of approximately US$83,000 (approximately HK$644,000) as collateral for a banking facility of HK$500,000[209][215] - The pledged bank deposits are denominated in US dollars, for a period of six months, and bear interest at a fixed annual rate of 0.425%[209][215] - As at June 30, 2025, the Group had unutilized banking facilities of approximately HK$287,000[210][215] Risk Factors The group faces foreign exchange risk, financial risk from equity security price volatility, operational risks across segments, and credit risk from receivables Foreign Exchange Exposure The group's business activities are primarily denominated in HKD, USD, and RMB, with no significant foreign exchange risk against USD due to the peg - The Group's business activities are primarily denominated in Hong Kong Dollars, United States Dollars, and Renminbi, with the US Dollar being the main currency of transactions[212][216] - Due to the peg between the Hong Kong Dollar and the US Dollar, the Group has no significant foreign exchange exposure to the US Dollar[212][216] - The Group will continue to manage its foreign currency risk against other currencies by closely monitoring exchange rate movements and may utilize hedging derivative instruments when appropriate[212][216] Financial Risk The group is exposed to equity security price risk due to fair value fluctuations of financial assets, with regular reviews of goodwill and intangible asset impairment - The Group is exposed to equity security price risk due to fluctuations in the fair value of financial assets at fair value through other comprehensive income and financial assets at fair value through profit or loss[217][220] - The Directors regularly review risks and conduct impairment reviews of goodwill and intangible assets annually or more frequently[217][220] Operation Risk Each of the group's business segments faces specific operational risks, with management responsible for monitoring and implementing risk management policies - The Group faces operational risks related to each of its business segments[218][221] - Management of each business segment is responsible for monitoring operations, assessing relevant risks, and implementing the Group's risk management policies and procedures[218][221] Credit Risk The group's credit risk primarily arises from trade and other receivables, totaling approximately HK$17.007 million as at June 30, 2025 - The Group's credit risk primarily arises from trade and other receivables, which amounted to approximately HK$17,007,000 as at June 30, 2025[219][222] - Management closely monitors credit risk, determines credit approvals, oversees collection procedures, and reviews the recoverability of trade debts to ensure adequate impairment loss provisions[219][222] Treasury Policy The group maintains a prudent and centralized treasury policy, diversifying investments and managing capital to ensure sufficient liquidity - The Group adopts a prudent treasury policy, centralizing treasury activities and preferring a diversified investment portfolio[224][229] - The Group has guidelines to monitor and control investment risks and manage capital, with the Board closely reviewing liquidity to ensure funding needs are met[224][229] Material Transaction There were no material acquisitions or disposals by the group during the period - There were no material acquisitions or disposals by the Group during the period[225][230] Employees and Remuneration Policies As at June 30, 2025, the group employed 23 staff, with a performance-oriented remuneration policy including provident fund, medical insurance, and share option scheme - As at June 30, 2025, the Group employed 23 employees[226][231] - Remuneration policies are guided by principles of equality, incentives, and employee performance, reviewed annually, with benefits including provident fund contributions, medical insurance, and discretionary performance-linked bonuses[226][231] - The Group has a share option scheme to reward and incentivize employees[226][231] Contingent Liabilities As at June 30, 2025, the group had no significant contingent liabilities - As at June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil)[227][232] Capital Commitments As at June 30, 2025, contracted but unprovided capital commitments included approximately HK$20.429 million for intangible asset development and HK$28 thousand for property, plant, and equipment - As at June 30, 2025, contracted but unprovided capital commitments included approximately HK$20,429,000 for the development costs of intangible assets and approximately HK$28,000 for the acquisition costs of property, plant and equipment[228][233] Outlook The group anticipates a challenging market in H2 2025, focusing on upgrading products, expanding sales channels, and diversifying business for sustainable growth and shareholder returns - The market environment in the second half of 2025 is expected to remain challenging, with ongoing cybersecurity threats, and the software business is anticipated to remain the primary revenue source[234][237] - The Group will closely monitor IT trends, continuously upgrade existing products, strengthen its product portfolio, consolidate and expand software product sales channels, and enhance its position in the US and European markets[235][237] - The Group will continue to pursue a diversified development approach, timely evaluate the revenue and growth prospects of each business segment, and flexibly allocate resources to business segments with high operating efficiency and sustainable development, to explore investment opportunities and generate returns for shareholders[236][237] Other Information This section covers various corporate governance matters, including directors' securities dealings, interests, share option schemes, and public float Dealings for Securities Transactions by Directors The company adopted GEM Listing Rules 5.48 to 5.67 for directors' securities dealings, with all directors confirming compliance during the period - The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the required standard for directors' dealings in the Company's securities[239][242] - All Directors confirmed that they have complied with the aforementioned GEM Listing Rules during the period[239][242] Directors' Interests in Contracts or Arrangements No directors or related entities had significant interests in any material transactions, arrangements, or contracts of the company or its subsidiaries during the period - No Director or entity connected with a Director had a material direct or indirect interest in any significant transaction, arrangement, or contract of the Company or any of its subsidiaries during the period or at the end of the period[240][243] - Furthermore, no Director had any direct or indirect interest in any assets acquired, disposed of, or leased by any member of the Group[240][243] Directors' and Chief Executive's Interests or Short Positions in the Shares, Underlying Shares or Debentures of the Company or Any Associated Corporations As at June 30, 2025, Executive Director and Chairman Mr. Wong Ching Chun held 75.0% of the company's ordinary shares, with no other disclosable interests Directors' Long Positions in Ordinary Shares of the Company | Name of Director | Capacity | Number of Shares Interested | Approximate Percentage of Total Issued Share Capital of the Company | | :--- | :--- | :--- | :--- | | Wong Ching Chun | Beneficial owner | 333,336,177 (L) | 75.0% | - Save for Mr. Wong Ching Chun, as at June 30, 2025, no other Director or chief executive had any interests or short positions required to be disclosed under the Securities and Futures Ordinance[245][247] Directors' and Chief Executive's Rights to Acquire Shares or Debt Securities Except for the share option scheme, no arrangements existed during the period for directors or their associates to acquire shares or debt securities of the company or any other corporation - Save for the share option scheme disclosed, at no time during the period or at the end of the period was the Company or any of its subsidiaries a party to any arrangement to enable the Directors and chief executive, their respective spouses or children under 18 years of age to acquire benefits by means of the acquisition of shares or debentures of the Company or any other body corporate[246][247] Share Option Scheme The company adopted a new 2024 Share Option Scheme on July 11, 2024, replacing the 2017 scheme, to incentivize participants, with no options granted or outstanding - The Company adopted a new 2024 Share Option Scheme on July 11, 2024, and terminated the 2017 Share Option Scheme on the same date[249][255] - The 2024 Share Option Scheme aims to incentivize and reward eligible participants, as well as to recruit and retain high-caliber personnel[253][258] - The scheme's authorized limit is 10% of the total issued shares as at the adoption date, which is 44,444,823 shares[259][262] - No share options were granted or outstanding under the 2024 Share Option Scheme during the period and up to the date of this report[268][271] 2017 Share Option Scheme The 2017 Share Option Scheme was terminated on July 11, 2024, with no further options granted and no outstanding options at termination - The 2017 Share Option Scheme was terminated on July 11, 2024, and no further options could be granted thereafter[250][256] - As at the date of termination of the 2017 Share Option Scheme, no share options had been granted and no share options were outstanding[251][257] 2024 Share Option Scheme The 2024 Share Option Scheme, adopted on July 11, 2024, has a 10-year validity and an authorized limit of 10% of issued shares, with subscription prices determined by the Board - The 2024 Share Option Scheme was adopted on July 11, 2024, and remains valid for a period of 10 years from that date[252][258] - The scheme's authorized limit is 10% of the total issued shares as at the adoption date (i.e., 44,444,823 shares)[259][262] - The subscription price for share options is determined by the Board at its sole discretion, provided it is at least the highest of the closing price of the shares as stated in the Stock Exchange's daily quotation sheet on the date of the offer, the average closing price for the five business days immediately preceding the offer date, and the nominal value of the shares on the offer date[267][270] Interests Discloseable Under the SFO and Substantial Shareholders' and Other Persons' Interest in Securities As at June 30, 2025, the Board was unaware of any substantial shareholdings or short positions disclosable under the SFO, other than Mr. Wong Ching Chun's interest - As at June 30, 2025, save for the shareholding interest held by Mr. Wong Ching Chun, the Board was not aware of any other person who had any substantial shareholding or short position required to be disclosed under the Securities and Futures Ordinance[272][276] Adoption of New Bye-Laws The company adopted new amended and restated bye-laws on May 9, 2025, to provide flexibility for treasury shares and update provisions in line with latest Bermuda laws and GEM Listing Rules - The Board proposed to amend the existing bye-laws to provide flexibility for holding treasury shares and to update provisions to comply with the latest applicable laws in Bermuda and the GEM Listing Rules[273][277] - The new bye-laws were adopted by shareholders through a special resolution passed at the annual general meeting held on May 9, 2025[274][277] Purchase, Sale or Redemption 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 during the period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period[275][278] Competing Interest Board Chairman and Executive Director Mr. Wong Ching Chun and Executive Director Mr. Lau Siu Cheong have interests in other entities whose business activities may compete with the group's corporate management solutions or money lending businesses - Mr. Wong Ching Chun, Chairman and Executive Director, has interests in Alliance Group and E-Business Software Group, whose business activities may compete with the Group's corporate management solutions and I.T. contract services business[280][281][286][287] - Mr. Lau Siu Cheong, Executive Director, is a director and sole shareholder of Wealthy Safe Asset Management Limited, whose money lending business may compete with the Group's money lending business[281][282][288] Corporate Governance The company complied with the Corporate Governance Code provisions in Appendix C1 Part 2 of the GEM Listing Rules during the period - The Company has complied with the code provisions set out in Part 2 of Appendix C1 to the GEM Listing Rules during the period[284][289] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviews and oversees the group's financial reporting, risk management, and internal controls - The Audit Committee comprises three independent non-executive Directors: Mr. Cheng Hong Ki (Chairman), Mr. Chan Yung, and Ms. Wong Chi Yan[285][290] - The primary duties of the Audit Committee are to review and supervise the Group's financial reporting process, risk management, and internal control procedures[285][290] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the period[285][290] Sufficiency of Public Float As at the latest practicable date prior to the report's publication, the company maintained the public float required by the GEM Listing Rules - As at the latest practicable date prior to the publication of this report, the Company maintained the public float as required by the GEM Listing Rules[291][294] Appreciation The Chairman of the Board, on behalf of the Board, extends sincere gratitude to all business partners, shareholders, and customers - The Chairman of the Board, on behalf of the Board, extends sincere gratitude to all business partners, shareholders, and customers[292][295]