品创控股(08066) - 2025 - 中期业绩

Company Information and Disclaimer Disclaimer and Directors' Responsibility Statement This announcement contains the interim results of PHOENITRON HOLDINGS LIMITED for the six months ended June 30, 2025, for which Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the content of this announcement, make no representation, and assume no liability for any loss[1][2] - The company's directors jointly and severally assume full responsibility for the information contained in this announcement, confirming it is accurate, complete, and free from misleading or fraudulent elements[3] Interim Results Summary Financial Highlights For the six months ended June 30, 2025, the company's revenue significantly increased by 307.3% due to new e-commerce and AI businesses, turning a loss into a profit of approximately HKD 40.4 million attributable to owners of the company Key Financial Data Comparison for H1 2025 | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 88,096,000 | 21,628,000 | +307.3% | | Profit/(Loss) Attributable to Owners of the Company | 40,400,000 | (3,049,000) | Turned from loss to profit | - The significant revenue growth is primarily attributed to the launch of new e-commerce and artificial intelligence businesses[4] - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[4] Unaudited Interim Results Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's revenue significantly increased to HKD 88.10 million, gross profit substantially rose to HKD 67.05 million, and achieved a profit for the period of HKD 40.40 million, reversing the loss from the same period last year Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Summary) | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Revenue | 88,096,187 | 21,628,172 | | Cost of sales | (21,047,112) | (15,061,348) | | Gross profit | 67,049,075 | 6,566,824 | | Profit/(loss) before income tax | 52,940,658 | (3,050,402) | | Profit/(loss) for the period | 40,398,451 | (3,050,402) | | Profit/(loss) for the period attributable to owners of the Company | 40,399,551 | (3,049,302) | | Basic earnings/(loss) per share (HK cents) | 7.542 | (0.580) | | Diluted earnings/(loss) per share (HK cents) | 7.023 | (0.580) | - Gross profit significantly increased by 920.5% year-on-year, reflecting the high profitability of new businesses[5] - Total comprehensive income for the period turned from a loss of HKD 3.13 million in the same period last year to an income of HKD 40.99 million[5] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's net assets significantly increased to HKD 98.81 million, primarily due to a substantial increase in intangible assets and cash and cash equivalents, as well as the conversion of convertible bonds Condensed Consolidated Statement of Financial Position (Summary) | Indicator | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Non-current assets | 54,386,788 | 47,338,871 | | Current assets | 73,399,346 | 30,795,215 | | Current liabilities | 27,674,976 | 19,174,764 | | Non-current liabilities | 1,304,589 | 18,034,696 | | Net assets | 98,806,569 | 40,924,626 | | Total equity | 98,806,569 | 40,924,626 | - Intangible assets increased from HKD 4.71 million to HKD 14.25 million, primarily reflecting investments in new businesses[7] - Cash and cash equivalents increased from HKD 13.82 million to HKD 53.53 million, indicating significant improvement in liquidity[7] - Convertible bonds in non-current liabilities were fully converted, decreasing from HKD 16.54 million to zero[7] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners of the Company significantly increased from HKD 40.70 million at the beginning of the period to HKD 98.58 million, mainly due to profit contribution for the period and the conversion of convertible bonds Changes in Equity Attributable to Owners of the Company (Summary) | Indicator | January 1, 2025 (HKD) | June 30, 2025 (HKD) | | :--- | :--- | :--- | | Equity attributable to owners of the Company | 40,696,262 | 98,579,305 | | Profit for the period | - | 40,399,551 | | Conversion of convertible bonds | - | 16,895,778 | - The conversion of convertible bonds resulted in an increase in share capital of HKD 11.00 million and share premium of HKD 6.03 million[9] - Accumulated losses decreased from HKD (454.99 million) at the beginning of the period to HKD (414.59 million), reflecting improved profitability[9] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group's net cash from operating activities significantly increased to HKD 52.60 million, with cash and cash equivalents reaching HKD 53.53 million at period-end, demonstrating strong cash generation capability Condensed Consolidated Statement of Cash Flows (Summary) | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Net cash from operating activities | 52,598,901 | 631,624 | | Net cash used in investing activities | (11,705,675) | (5,122,468) | | Net cash (used in)/from financing activities | (1,739,126) | 4,013,397 | | Net increase/(decrease) in cash and cash equivalents | 39,154,100 | (477,447) | | Cash and cash equivalents at end of period | 53,530,994 | 6,554,583 | - Net cash from operating activities significantly increased year-on-year, primarily due to the profit contribution from new businesses[11] - Net cash outflow from investing activities increased, reflecting investments in new businesses and assets[11] Notes to the Unaudited Condensed Consolidated Financial Statements 1. Basis of Preparation These interim financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and GEM Listing Rules, using the historical cost convention, except for investment in television programs measured at fair value - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and GEM Listing Rules, presented in HKD[12][13] - Except for investment in television programs measured at fair value, the statements are prepared on a historical cost basis[13] - The Directors do not expect the adoption of new and revised Hong Kong Financial Reporting Standards to have a significant impact on the Group's financial statements[13] 2. Segment Information The Group currently comprises six operating segments: smart cards and application systems, private domain e-commerce platform, AI voice technology data services, financial and management consulting, scrap metal sales and trading, and media and entertainment - The Group currently has six operating segments: sales of smart cards and smart card application systems, operation of private domain e-commerce platform, provision of AI voice technology data services, financial and management consulting services, sales and trading of scrap metal, and media and entertainment[14] Reportable Segment Revenue and Profit (H1 2025) | Segment | Revenue (HKD) | Profit/(Loss) (HKD) | | :--- | :--- | :--- | | Sales of smart cards and smart card application systems | 27,179,313 | 2,846,761 | | Operation of private domain e-commerce platform | 54,936,874 | 49,849,509 | | Provision of AI voice technology data services | 5,980,000 | 5,772,930 | | Sales and trading of scrap metal | – | (1,681,427) | | Media and entertainment | – | (2,500) | | Consolidated | 88,096,187 | 56,785,273 | - The private domain e-commerce platform and AI voice technology data services had no revenue in the same period of 2024, becoming major sources of revenue and profit in H1 2025[17] 3. Revenue The Group's total revenue for the six months ended June 30, 2025, was HKD 88.10 million, with private domain e-commerce platform operations and AI voice technology data services as new revenue sources, and smart card sales also showing growth Revenue Stream Details | Revenue Stream | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Sales of smart cards and smart card application systems | 27,179,313 | 21,628,172 | | Operation of private domain e-commerce platform | 54,936,874 | – | | Provision of AI voice technology data services | 5,980,000 | – | | Total Revenue | 88,096,187 | 21,628,172 | - Operation of private domain e-commerce platform and provision of AI voice technology data services contributed HKD 60.92 million in new revenue in H1 2025[19] 4. Other Income For the six months ended June 30, 2025, the Group's other income increased to HKD 0.16 million, mainly from increased miscellaneous income and bank interest income Other Income Details | Income Source | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Bank interest income | 8,998 | 3,105 | | Miscellaneous income | 151,671 | 79,545 | | Total | 160,669 | 82,650 | 5. Other Gains/(Losses), Net For the six months ended June 30, 2025, the Group recorded a net exchange gain of HKD 0.55 million, reversing the net loss from the same period last year Exchange Gains/(Losses), Net | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Exchange gains/(losses), net | 544,905 | (593,541) | 6. Finance Costs For the six months ended June 30, 2025, the Group's finance costs increased to HKD 0.43 million, primarily due to the new interest expense on convertible bonds Finance Costs Details | Type of Cost | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Interest expense on lease liabilities | 78,200 | 121,492 | | Interest expense on convertible bonds | 355,505 | – | | Total | 433,705 | 121,492 | 7. Profit/(Loss) Before Income Tax For the six months ended June 30, 2025, the Group's profit before income tax was HKD 52.94 million, mainly due to revenue growth and improved gross profit, while deducting increased inventory costs and depreciation expenses Deductions for Profit/(Loss) Before Income Tax | Deduction Item | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Cost of inventories recognised as an expense | 21,047,112 | 15,061,348 | | Depreciation—property, plant and equipment | 888,790 | 1,114,217 | | Depreciation—right-of-use assets | 1,649,215 | 1,662,392 | 8. Income Tax Expense For the six months ended June 30, 2025, the Group recorded an income tax expense of HKD 12.54 million, primarily due to profit generated from operating the private domain e-commerce platform, while Hong Kong, Cayman Islands, British Virgin Islands, and Taiwan had no income tax payable or tax losses available for offset Income Tax Expense | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Income tax expense | 12,542,207 | – | - No provision for Hong Kong profits tax was made due to sufficient tax losses available for offset[24] - China enterprise income tax is calculated at a 25% rate, mainly due to taxable profits generated by the private domain e-commerce platform[25] - No income tax is payable in the Cayman Islands, British Virgin Islands, and Taiwan[26] 9. Dividends The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the same period last year - The Board does not recommend the payment of any interim dividend (2024: nil)[27] 10. Earnings/(Loss) Per Share Attributable to Owners of the Company For the six months ended June 30, 2025, basic earnings per share attributable to owners of the Company were 7.542 HK cents, and diluted earnings per share were 7.023 HK cents, a significant improvement from the loss per share in the same period last year Earnings/(Loss) Per Share Details | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit/(loss) attributable to owners of the Company (HKD) | 40,399,551 | (3,049,302) | | Weighted average number of ordinary shares for basic earnings/(loss) per share | 535,678,992 | 525,347,500 | | Basic earnings/(loss) per share (HK cents) | 7.542 | (0.580) | | Diluted earnings/(loss) per share (HK cents) | 7.023 | (0.580) | - The conversion of convertible bonds resulted in an increase of 10,331,492 ordinary shares, affecting the earnings per share calculation[28] - In H1 2024, diluted loss per share was the same as basic loss per share due to the anti-dilutive effect of share options[28] 11. Property, Plant and Equipment For the six months ended June 30, 2025, the Group acquired approximately HKD 1.37 million in property, plant, and equipment, a decrease compared to the same period last year Acquisitions of Property, Plant and Equipment | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Acquisitions | 1,370,000 | 3,000,000 | 12. Investment in Television Program The Group's investment in the television program "Snow Leopard II" was HKD 32.46 million as of June 30, 2025, classified as a non-current asset, with revenue distribution expected to be delayed until the end of Q3 2026 Investment in Television Program | Indicator | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Balance | 32,459,016 | 31,663,113 | - The television program is expected to be released in China by mid-2026, with net profit distribution received by the end of Q3 2026[31] - Fair value measurement uses the discounted cash flow method, with key unobservable inputs including a discount rate of 21.29% and estimated television program revenue of RMB 210 million[33][36] - An increase or decrease of 3% in the discount rate would result in a decrease or increase of approximately HKD 0.98 million in fair value, respectively; an increase or decrease of 10% in estimated revenue would result in an increase or decrease of approximately HKD 3.28 million in fair value, respectively[36] 13. Inventories As of June 30, 2025, the Group's total inventories amounted to HKD 1.62 million, a decrease from December 31, 2024, primarily due to a reduction in finished goods inventory Inventories Details | Inventory Type | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Raw materials | 347,378 | 570,933 | | Work in progress | 1,266,857 | 396,825 | | Finished goods | 7,075 | 1,136,396 | | Total | 1,621,310 | 2,104,154 | 14. Trade and Other Receivables, Deposits and Prepayments As of June 30, 2025, the Group's current trade and other receivables, deposits, and prepayments increased to HKD 18.25 million, with trade receivables primarily concentrated within 30 days Trade and Other Receivables, Deposits and Prepayments | Indicator | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Trade receivables | 10,833,526 | 10,386,299 | | Other receivables, deposits and prepayments | 8,038,844 | 8,134,845 | | Current trade and other receivables, deposits and prepayments | 18,247,042 | 14,868,358 | Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | 0 to 30 days | 10,828,626 | 3,002,212 | | 31 to 90 days | 4,900 | 7,260,739 | | Over 90 days | – | 123,348 | - The credit period for trade receivables typically ranges from 30 to 90 days[40] 15. Trade and Other Payables As of June 30, 2025, the Group's trade payables were HKD 5.22 million, a decrease from December 31, 2024, with an improved ageing structure Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | 0 to 30 days | 2,890,718 | 1,179,900 | | 31 to 60 days | 1,296,843 | 1,936,419 | | 61 to 90 days | 301,131 | 2,198,257 | | Over 90 days | 731,076 | 2,078,009 | | Total | 5,219,768 | 7,392,585 | - The credit period granted by suppliers to the Group typically ranges from 30 to 90 days[41] 16. Convertible Bonds The Company fully converted convertible bonds with a total principal amount of HKD 16.5 million on May 28, 2025, resulting in an increase in share capital and a zero balance for convertible bonds at period-end - The Company issued unsecured convertible bonds with a total principal amount of HKD 16.5 million to Mr. Kwok Yung Cheung on September 3, 2024, at an annual interest rate of 5%[42] - On May 28, 2025, Mr. Kwok fully converted the convertible bonds, and the Company issued 55 million shares at HKD 0.30 per share[43] Changes in Convertible Bonds | Indicator | December 31, 2024 (HKD) | June 30, 2025 (HKD) | | :--- | :--- | :--- | | Balance of liability component | 16,540,273 | – | | Balance of equity component | 129,000 | – | 17. Share Capital As of June 30, 2025, the Company's issued and fully paid share capital increased by 55 million shares due to convertible bond conversion, totaling 580.3 million shares with a total value of HKD 116.1 million Changes in Issued and Fully Paid Share Capital | Indicator | December 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | Number of ordinary shares issued | 525,347,500 | 580,347,500 | | Total value of ordinary shares issued (HKD) | 105,069,500 | 116,069,500 | - The increase in share capital is primarily due to the conversion of convertible bonds, resulting in the issuance of 55 million new shares[45] Management Discussion and Analysis Business Review and Strategies While maintaining stable core smart card business, the Group strategically expanded into e-commerce and AI voice technology services, achieving business diversification and significant growth through the acquisition of Dongchuang and the development of Cyber Fantasy - The Group's strategy is to consolidate its core smart card business while actively expanding into e-commerce and high-end AI technology services[46][66] - The addition of the e-commerce business in 2024 represents strategic diversification, enhancing the Group's revenue streams through synergy with existing technological capabilities[54] - The Company has no intention, understanding, negotiation, or arrangement to scale down, cease, or dispose of its existing businesses[54] Sales of Smart Cards and Smart Card Application Systems The smart card business is a primary revenue source for the Group, focusing on the production, manufacturing, and global trade of telecom SIM cards with an annual capacity exceeding 300 million cards - The smart card business is a primary revenue source for the Group, with an annual production capacity exceeding 300 million cards, serving international clients such as IDEMIA, VALID, and G&D[46] - A "international + domestic" dual-driven business model has been formed, establishing cooperation with domestic clients including Hengbao Co., Ltd., Wango Smart, and Shenzhen Zhida Smart[47][48] - Plans to allocate additional capital investment to a new factory in Shenzhen, specifically for the smart card business, to meet Global System for Mobile Communications (GSMA) Security Accreditation Scheme (SAS) certification requirements and expand international market opportunities[48] Sales and Trading of Scrap Metal The Group has temporarily ceased its scrap metal sales and trading business and is adopting a wait-and-see approach, planning to gradually resume when signs of global economic recovery and stability become clear - The scrap metal sales and trading business has been temporarily suspended due to the substantial investment required to maintain operations[49] - The Company will gradually resume this business when signs of global economic recovery and stability become clearer[49] Provision of Financial and Management Consulting Services The Company has not generated any revenue from financial and management consulting services since Q3 2016, with this business being inactive since 2015, but remains open to re-initiating it - Financial and management consulting services have not generated any revenue since Q3 2016, and Hota Group has been inactive since 2015[50] - The Company remains open to re-initiating this segment when suitable opportunities arise[50] Media and Entertainment The Company's invested TV series "Snow Leopard II" was completed in 2023, with an anticipated release in Q1 2026 and revenue sharing expected in Q3 2026 - The TV series "Snow Leopard II" was completed in 2023, with an anticipated release in Q1 2026 and revenue sharing expected in Q3 2026[51] - The Company will seek similar investments in the future but currently prioritizes realizing returns from the TV series[51] E-commerce Business The Company successfully acquired all equity in Dongchuang, officially entering the e-commerce market, and collaborates with Cyber Fantasy to provide data support for AI voice technology, forming a unique customized voice data collection platform - The Company successfully completed the acquisition of all equity in Dongchuang in December 2024, entering the e-commerce market[52] - Dongchuang's user ecosystem strategically shares resources with Cyber Fantasy, serving as a fundamental source of voice data material, forming a globally unique customized voice data collection platform[53] - Dongchuang recorded revenue of approximately HKD 54.9 million and pre-tax profit of HKD 49.8 million in H1 2025; Cyber Fantasy recorded revenue of approximately HKD 6 million and pre-tax profit of approximately HKD 5.7 million[64] Dongchuang Dongchuang, a membership-based entertainment e-commerce platform, launched its public beta in January 2025, generating revenue through a commission-driven social e-commerce model, coupon transaction commissions, and platform-operated mall sales - Dongchuang launched its public beta in January 2025, operating as a membership-based entertainment e-commerce platform focused on private domain traffic[56] - Revenue structure includes membership tiers, coupon transaction commissions (local lifestyle services and external e-commerce merchants), and sales revenue from the platform's self-operated mall[56][57] - The platform has over 200,000 registered individual users, primarily acquired through WeChat Moments and WeChat group invitations[58] - Dongchuang's business model is asset-light, not involved in product procurement, inventory holding, warehousing, logistics, or product ownership, enjoying high profit margins[64] Cyber Fantasy Cyber Fantasy, a wholly-owned subsidiary of the Company, specializes in AI voice technology R&D, including speech recognition, natural language processing, and speech synthesis, and has applied for national invention patents - Cyber Fantasy established an AI technology team in 2024, responsible for developing and advancing AI algorithms for voice-related technologies, and has developed proprietary voice algorithm technology, with national invention patent applications underway[61] - Provides personalized intelligent agent customization and data services, customized speech recognition development services, and agent training services using voice data[62] - Collaborates with Dongchuang, leveraging Dongchuang's 200,000 user platform to efficiently release data collection tasks and develop highly customized voice AI training databases[63] - The strategic goal is to establish a global first-mover advantage by creating a globally leading voice training database with emotional annotations[63] - Revenue sources include customized speech recognition technology service fees and data licensing fees for voice big data used in AI development, as well as annual service fees[64][65] Financial Review The Group's financial performance significantly improved in H1 2025, with substantial total revenue growth, soaring gross profit, and a return to profitability, driven by new e-commerce and AI services - The Group's financial results are primarily derived from smart card contract manufacturing and sales, private domain e-commerce platform operations, and the provision of AI voice technology data services[68] - The improvement in 2025 financial results is a direct outcome of the 2024 strategic transformation, focusing on core smart card expertise while strategically expanding into targeted e-commerce services and high-end AI technology services[66] Revenue For the six months ended June 30, 2025, the Group's total revenue significantly increased, with private domain e-commerce platform operations contributing HKD 54.94 million, AI voice technology data services contributing HKD 5.98 million, and smart card sales growing by 25.7% to HKD 27.18 million Segment Revenue Comparison | Segment | H1 2025 (HKD) | H1 2024 (HKD) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operation of private domain e-commerce platform | 54,940,000 | – | New | | Sales of smart cards and smart card application systems | 27,180,000 | 21,630,000 | +25.7% | | Provision of AI voice technology data services | 5,980,000 | – | New | Cost of Sales and Gross Profit The Group's gross profit substantially increased by 920.5% to HKD 67.05 million during the reporting period, primarily due to the introduction of private domain e-commerce platform and AI voice technology data services, as well as relatively low growth in smart card sales costs Segment Cost of Sales Comparison | Segment | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Cost of sales for operation of private domain e-commerce platform | 3,320,000 | – | | Cost of sales for smart cards and smart card application systems | 17,570,000 | 15,060,000 | | Cost of sales for provision of AI voice technology data services | 160,000 | – | Gross Profit Comparison | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Gross profit | 67,050,000 | 6,570,000 | +920.5% | Other Income The Group's other income increased to HKD 0.16 million, primarily comprising bank interest income and miscellaneous income Other Income Details | Income Source | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Bank interest income | 8,998 | 3,105 | | Miscellaneous income | 151,671 | 79,545 | | Total | 160,669 | 82,650 | Other Gains (Losses), Net The Group recorded approximately HKD 0.55 million in other net gains during the reporting period, primarily from exchange differences on investment in television programs, reversing the net loss from the same period last year Other Gains (Losses), Net | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Other gains (net) | 550,000 | (590,000) | - Primarily refers to exchange differences arising from the translation of the carrying amount of investment in television programs, partially offset by exchange losses incurred in foreign currency transactions[77] Selling and Distribution Costs The Group's selling and distribution costs increased by 5% to HKD 1.05 million, mainly due to increased transportation costs and sales commissions from higher smart card business revenue, partially offset by reduced other selling expenses Selling and Distribution Costs Comparison | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Selling and distribution costs | 1,050,000 | 1,000,000 | +5% | - The increase is mainly due to the year-on-year increase in smart card business revenue, with corresponding increases in transportation costs and sales commissions[78] Administrative Expenses The Group's administrative expenses increased by 22.4% to HKD 13.33 million, primarily due to approximately HKD 1.82 million in administrative expenses from new business launches, as well as increased legal and professional fees and salaries and wages Administrative Expenses Comparison | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Administrative expenses | 13,330,000 | 10,890,000 | +22.4% | - Administrative expenses totaling approximately HKD 1.82 million were recorded for the launch of new businesses[79] Fair Value Change of Investment in Television Program No fair value gains or losses on investment in television programs were recognized during this reporting period, compared to a gain of approximately HKD 2.9 million in the same period last year Fair Value Change of Investment in Television Program | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Fair value gains or losses | – | 2,900,000 | - The estimated timeline for television program revenue inflow will be delayed by six months to the end of Q3 2026[80] Finance Costs The Group's finance costs increased to HKD 0.43 million, primarily including interest expense on lease liabilities and new interest expense on convertible bonds Finance Costs Comparison | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Finance costs | 430,000 | 120,000 | - Finance costs include interest expense on lease liabilities and interest expense on convertible bonds[81] Income Tax Expense Income tax expense of HKD 12.54 million was recognized during this reporting period, primarily for profits generated from operating the private domain e-commerce platform Income Tax Expense Comparison | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Income tax expense | 12,540,000 | – | - Income tax expense is primarily provided for profits generated from operating the private domain e-commerce platform[82] Non-controlling Interests A loss attributable to non-controlling interests of HKD 1,100 was recognized during this reporting period, consistent with the same period last year Non-controlling Interests and Profit Attributable to Owners of the Company | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Loss attributable to non-controlling interests | 1,100 | 1,100 | | Profit/(loss) attributable to owners of the Company | 40,400,000 | (3,050,000) | Liquidity and Financial Resources As of June 30, 2025, the Group's liquidity significantly improved, with cash and bank balances increasing to HKD 53.5 million, the current ratio rising to 2.65, and no outstanding long-term convertible bonds Liquidity and Financial Resources Comparison | Indicator | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Cash and bank balances | 53,500,000 | 13,800,000 | | Outstanding long-term convertible bonds | – | 16,500,000 | | Current assets | 73,400,000 | 30,800,000 | | Current liabilities | 27,700,000 | 19,200,000 | | Current ratio | 2.65 | 1.6 | - The Group funds its business operations and investments through cash, revenue generated from operating activities, and proceeds from the issuance of convertible bonds[84] Employee Information As of June 30, 2025, the Group employed 137 staff, with approximately 36% being female and 29% of senior management positions held by women Employee Headcount and Costs Comparison | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total number of employees | 137 | 136 | | Employee costs (HKD) | 11,800,000 | 11,000,000 (H1 2024) | - Approximately 36% of employees (including senior management) are female, and approximately 29% of senior management positions are held by women, indicating the company's balanced gender diversity in its workforce[85] - Employee benefits include basic salary, Mandatory Provident Fund Scheme, medical plans, and share options[86] Material Investments and Acquisitions Apart from the e-commerce business acquisition disclosed in the management discussion and analysis, the Group had no other material investments, acquisitions, or disposals of subsidiaries and associates during this reporting period - For the six months ended June 30, 2025, the Group had no other material investments[87] - For the six months ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries and associates[88] - As of June 30, 2025, there were no future plans for material investments or capital assets[89] Capital Structure and Commitments As of June 30, 2025, the Group had no pledged assets, its gearing ratio significantly decreased to 2.4%, and it had capital commitments of approximately HKD 0.2 million for property, plant, and equipment - As of June 30, 2025, the Group had no pledged assets[90] Gearing Ratio Comparison | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Gearing ratio | 2.4% | 26.3% | Capital Commitments | Indicator | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Capital commitments for acquisition of property, plant and equipment | 200,000 | 200,000 | Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[93] Exposure to Exchange Rate Fluctuations The Group's currency risk exposure primarily arises from investment in television programs and overseas sales and purchases denominated in RMB and USD - The Group's currency risk exposure arises from investment in television programs and overseas sales and purchases, primarily denominated in RMB and USD[95] - The Group monitors foreign currency cash flows in accordance with its risk management policy and considers this foreign exchange risk management policy effective[95] Other Information Directors' and Chief Executive's Interests in Shares and Share Options As of June 30, 2025, several executive and independent non-executive directors held shares and share options in the Company, with Mr. Kwok Yung Cheung holding 55 million shares, representing 9.48% of the issued share capital, due to convertible bond conversion Directors' and Chief Executive's Interests in Shares and Share Options | Name of Director | Nature of Interest | Long/Short Position | Number of Shares in the Company | Number of Relevant Shares in the Company | Approximate Percentage of Interest in the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Ng Yuk Kwan | Beneficial owner | Long | 100,000 | 4,500,000 | 0.79% | | Mr. Kwok Yung Cheung | Beneficial owner | Long | 55,000,000 | – | 9.48% | | Mr. Cheung Wai Man | Beneficial owner | Long | 525,000 | 4,500,000 | 0.87% | | Mr. Yeung Mang Sau | Beneficial owner | Long | 3,750,000 | 4,500,000 | 1.42% | | Mr. Chan Siu Wing | Beneficial owner | Long | – | 450,000 | 0.08% | | Ms. Wong Ka Wai | Beneficial owner | Long | – | 450,000 | 0.08% | - Number of relevant shares primarily refers to share options entitling the holder to subscribe for shares[97] Substantial Shareholders' Interests in Shares and Related Shares As of June 30, 2025, Mr. Choi Kei Yuen was considered a substantial shareholder of the Company, holding a total of 24.02% of shares through Golden Dice Co., Ltd. and Best Heaven Limited Substantial Shareholders' Interests in Shares and Related Shares | Name of Shareholder | Type of Interest | Long/Short Position | Number of Shares | Approximate Percentage of Interest | | :--- | :--- | :--- | :--- | :--- | | Golden Dice Co., Ltd. | Beneficial | Long | 107,787,512 | 18.57% | | Best Heaven Limited | Beneficial | Long | 31,586,500 | 5.45% | | Mr. Choi Kei Yuen | Interest in controlled corporation | Long | 139,374,012 | 24.02% | - Mr. Choi Kei Yuen is deemed a substantial shareholder of the Company due to his 100% beneficial ownership in Golden Dice Co., Ltd. and Best Heaven Limited[99] Share Option Scheme The Company has adopted a new share option scheme to attract and retain talent and incentivize performance optimization, with options granted under the new scheme having an exercise price of HKD 0.427 per share, a ten-year validity period, and a vesting period - The new share option scheme was approved and adopted on April 10, 2025, aiming to attract and retain the Group's best personnel and promote business success[100][101] - Options granted under the new scheme have an exercise price of HKD 0.427 per share, a ten-year validity period, and grantees must hold options for at least twelve months before exercise[94][101][102] - As of June 30, 2025, no share options were granted under the new share option scheme[103] Existing Share Option Scheme (Unexercised) | Participant Type | January 1, 2025 (Options) | June 30, 2025 (Options) | Exercise Price (HKD) | Remaining Term (Years) | | :--- | :--- | :--- | :--- | :--- | | Executive Directors | 13,500,000 | 13,500,000 | 0.20 | Approx. 2.51 | | Independent Non-executive Directors | 900,000 | 900,000 | 0.20 | Approx. 2.51 | | Other Employees | 22,779,250 | 22,779,250 | 0.20 | Approx. 2.51 | | Total | 37,179,250 | 37,179,250 | | | Audit Committee The Audit Committee comprises three independent non-executive directors, chaired by Ms. Wong Ka Wai, and has reviewed these interim results, finding them to comply with accounting standards - The Audit Committee comprises three independent non-executive directors, with Ms. Wong Ka Wai as the chairperson[105] - Its primary functions are to review the Company's financial controls, internal controls, and risk management systems; review and monitor the independence of external auditors; and review the consolidated financial statements[105] - The Audit Committee has reviewed the Group's unaudited interim results for the six months ended June 30, 2025, and found them to be prepared in compliance with applicable accounting standards and requirements[105] Compliance with Corporate Governance Code The Company has complied with all code provisions of the Corporate Governance Code during the reporting period, except for code provision C.2.1 (separation of Chairman and Chief Executive functions) - The Company has complied with all code provisions of the Corporate Governance Code for the six months ended June 30, 2025, except for code provision C.2.1 (separation of the roles of Chairman and Chief Executive)[106] - Ms. Ng Yuk Kwan resigned as Chief Executive Officer with effect from April 17, 2025, and continues to serve as an executive director and Chairman of the Board[107] - Mr. Cheung Wai Man was appointed as the Company's Chief Executive Officer on the same day to ensure a clearer division of responsibilities at the Board level and within the management team[107] Directors' Securities Transactions The Company has adopted a code of conduct for directors' securities transactions no less stringent than that required by the GEM Listing Rules, and all directors have complied with the relevant code during the reporting period - The Company has adopted a code of conduct for directors' securities transactions, the terms of which are no less stringent than those required by the GEM Listing Rules[108] - Following specific enquiry, the Directors have complied with the code of conduct and required standards for such dealings during the six months ended June 30, 2025[108] Competing Interests As of June 30, 2025, none of the Company's directors or controlling shareholders or their respective associates had any interests in businesses that directly or indirectly compete with the Group's businesses - As of June 30, 2025, none of the Company's directors or controlling shareholders or any of their respective associates had any interests in businesses that directly or indirectly compete with the Group's businesses[109] Purchase, Sale or Redemption of 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 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 securities[110] Board Information This announcement is signed by Ms. Ng Yuk Kwan, Chairman of the Board, and lists the composition of the Board as of the announcement date, including four executive directors and three independent non-executive directors - The Board comprises four executive directors (Ms. Ng Yuk Kwan, Mr. Cheung Wai Man, Mr. Kwok Yung Cheung, Mr. Yeung Mang Sau) and three independent non-executive directors (Ms. Wong Ka Wai, Mr. Yeung Man Che, Mr. Chan Siu Wing)[112] - This announcement will be published on the HKEX website and the Company's website for at least seven consecutive days from the date of publication[112]