运兴泰集团(08362) - 2025 - 中期财报

Report Overview GEM Market Features and Disclaimer This section outlines the positioning of the GEM market of the Stock Exchange of Hong Kong, noting its provision of listing opportunities for small and medium-sized companies, accompanied by higher investment risks and market volatility - The GEM market provides a listing platform for small and medium-sized companies, entailing higher investment risks and potential for significant market volatility in securities[2] - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the contents of this report, make no representation as to its accuracy or completeness, and accept no liability whatsoever for any loss arising from or in reliance upon the whole or any part of the contents of this report[2] - The Company's directors confirm that the information contained in this report is accurate and complete in all material respects and is not misleading or fraudulent[3] Company Information This section details the composition of the company's board of directors, including executive, non-executive, and independent non-executive directors, as well as members of the audit, nomination, and remuneration committees - The Board of Directors comprises 3 executive directors, 3 non-executive directors, and 3 independent non-executive directors[4] - The Company Secretary is Mr. Tsang Hing Wan, and the auditor is Ernst & Young[4] - The Company's registered office is in the Cayman Islands, its principal place of business in Hong Kong is in Kwai Chung, and its stock code is 8362[4][5] Management Discussion and Analysis Business Review and Prospects The Group primarily engages in the processing, sale, and transportation of fresh, frozen, and cooked foods, and operates restaurants in Hong Kong - The Group primarily engages in the processing and sale of fresh, frozen, and cooked foods (including provision of transportation services) and operates restaurants in Hong Kong[6] - The Group holds a 55% interest in Wing Tai Catering, a joint venture established with Wing's Global Holdings Limited, participating in the Hong Kong catering and food business[6] - A joint venture, Sun King Tai Limited, was established with Tin King Limited, in which the Group holds a 60% interest, and serves as the primary supplier of food and beverage materials to all its restaurants, expected to enhance future sales and revenue[7][8] Financial Review For the six months ended June 30, 2025, the Group's revenue slightly increased, but the cost of inventories consumed and operating loss before tax significantly rose, leading to a decrease in gross profit and gross margin, and an expanded net loss for the period Key Financial Indicators Comparison for H1 2025 | Indicator | 2025 H1 (HKD Thousand) | 2024 H1 (HKD Thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 55,106 | 54,172 | +1.7% | | Food Processing and Trading Revenue | 48,300 | 43,600 | +10.8% | | Restaurant Operations Revenue | 6,800 | 10,600 | -35.9% | | Cost of Inventories Consumed | 32,800 | 29,400 | +11.6% | | Operating Loss Before Tax | 2,100 | 600 | +250.0% | | Gross Profit | 22,300 | 24,800 | -10.1% | | Gross Margin | 40.5% | 45.8% | -5.3 percentage points | | Employee Benefit Expenses | 12,400 | 12,900 | -3.9% | | Net Loss for the Period | 2,200 | 800 | +175.0% | - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[16] Liquidity and Financial Resources As of June 30, 2025, the Group's net current assets increased, cash at bank slightly decreased, and the gearing ratio remained low Liquidity and Financial Resources Overview as of June 30, 2025 | Indicator | 2025-06-30 (HKD Thousand) | 2024-12-31 (HKD Thousand) | Change | | :--- | :--- | :--- | :--- | | Net Current Assets | 18,600 | 14,900 | Increase 3,700 | | Cash at Bank | 11,800 | 13,200 | Decrease 1,400 | | Bank Borrowings | 2,000 | 2,200 | Decrease 200 | | Gearing Ratio | 2.2% | 2.4% | Decrease 0.2 percentage points | - The Company has 1,400,000,000 issued shares with a par value of HKD 0.01 per share, and its capital structure has remained unchanged since listing[19] - The Group adopts prudent financial management measures for its treasury policy, maintaining a robust liquidity position during the period, with no significant contingent liabilities or capital commitments[20][21][24] - Leasehold land and buildings held for own use by the Group, with a net book value of approximately HKD 55.6 million, have been pledged to secure bank financing[22] Employees and Remuneration Policy As of June 30, 2025, the Group employed 73 staff, with a competitive remuneration policy offering performance-linked incentives and other benefits such as MPF, insurance, and medical compensation - As of June 30, 2025, the Group employed 73 staff (June 30, 2024: 73 staff)[26] - The Group's employee remuneration scale is maintained at a competitive level, offering performance-linked incentives and other employee benefits, including MPF, insurance, and medical compensation[26] Post Balance Sheet Events No significant events have occurred after the six months ended June 30, 2025, other than those already disclosed in this report - Save as disclosed above, no significant events have occurred after the six months ended June 30, 2025[27] Directors' and Chief Executive's Interests This section discloses the interests of directors and the chief executive in the Company's shares as of June 30, 2025, where Ms. Au Hung Lin and Mr. Chung Yuk Wah hold 70% of the shares, and Ms. Au Hung Lin is the spouse of Mr. Chung Yuk Wah Directors' and Chief Executive's Interests in the Company's Shares (June 30, 2025) | Director's Name | Number of Shares | Approximate Percentage | | :--- | :--- | :--- | | Lai Ho Yin | 14,000,000 | 1.00% | | Ho Kin Wah | 28,000,000 | 2.00% | | Yu Ting Hei | 28,000,000 | 2.00% | | Au Hung Lin | 980,000,000 | 70.00% | | Chung Yuk Wah | 980,000,000 | 70.00% | - Ms. Au Hung Lin is the spouse of Mr. Chung Yuk Wah[28] - Save as disclosed, no director or chief executive of the Company had any disclosable interests or short positions in the shares, underlying shares, or debentures of the Company or any of its associated corporations[29] Substantial Shareholders' Interests As of June 30, 2025, Kin King Ventures Limited was a substantial shareholder of the Company, holding 70% of the issued share capital Substantial Shareholders' Interests in the Company's Shares (June 30, 2025) | Shareholder Name | Number of Shares | Percentage of Company's Issued Share Capital | | :--- | :--- | :--- | | Kin King Ventures Limited | 980,000,000 | 70% | - Save as disclosed, no other person had any interests or short positions in the shares or underlying shares of the Company or any of its associated corporations that were required to be entered in the register[30] Share Option Scheme The Company adopted a share option scheme on June 5, 2017, valid for ten years, but no share options have been granted since its adoption - The Company has a share option scheme, approved and adopted by shareholders on June 5, 2017, with a ten-year validity period[31] - No share options have been granted under the share option scheme since its adoption[32] Directors' Rights to Acquire Shares At no time during the six months ended June 30, 2025, were any rights to acquire benefits by means of the acquisition of shares or debentures of the Company granted to or exercised by the directors or their respective spouses or children under 18 years of age - At no time during the six months ended June 30, 2025, were any rights to acquire benefits by means of the acquisition of shares or debentures of the Company granted to or exercised by the directors or their respective spouses or children under 18 years of age[33] Purchase, Sale or Redemption of Securities Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities during the six months ended June 30, 2025 - During 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[34] Other Information Compliance with Model Code for Securities Transactions by Directors The Company has adopted a model code for securities transactions by directors, no less exacting than that set out in the GEM Listing Rules, and all directors have confirmed compliance with this code during the six months ended June 30, 2025 - The Company has adopted a model code for securities transactions by directors, with terms no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[35] - Following specific enquiries made to all directors, all directors have confirmed their compliance with the required standard of dealings and the model code for securities transactions by directors adopted by the Company for the six months ended June 30, 2025[35] Competing Interests As of June 30, 2025, no director, substantial shareholder, or their respective associates had any interest in a business that directly or indirectly competes or may compete with the Group's business - As of June 30, 2025, no director, substantial shareholder, or their respective associates had any interest in a business that directly or indirectly competes or may compete with the Group's business[36] Corporate Governance The Company has adopted and complied with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules, with an exception regarding the engagement of the company secretary - The Company has adopted the principles and code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules and has complied with them throughout the review period, save for the engagement of the company secretary[37] - The Company has appointed Mr. Lai Ho Yin, an executive director, as the contact person for the company secretary, Mr. Tsang Hing Wan, to ensure prompt access to the Group's developments and provision of professional advice[37] Audit Committee The Company has established an Audit Committee in compliance with the GEM Listing Rules, comprising three independent non-executive directors - The Company has established an Audit Committee in compliance with the GEM Listing Rules, comprising three independent non-executive directors: Mr. Lo Sun Tong (Chairman), Mr. Chow Chun Wai, and Mr. Lam Lai Kiu[38] - The Audit Committee has reviewed this report and considers that it complies with applicable accounting standards and has made adequate disclosures[38] Board Approval This report was approved and authorized for issue by the Board of Directors on August 8, 2025 - The condensed consolidated financial statements were approved and authorized for issue by the Board on August 8, 2025[39] Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the Group recorded revenue of HKD 55.1 million, but due to increased cost of inventories consumed and operating expenses, the operating loss before tax expanded to HKD 2.142 million, resulting in a net loss for the period of HKD 2.24 million and basic loss per share of HKD 0.17 cents Key Data from Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30, 2025) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Revenue | 55,106 | 54,172 | | Cost of Inventories Consumed | (32,813) | (29,443) | | Operating Loss Before Tax | (2,142) | (648) | | Loss for the Period | (2,240) | (807) | | Loss Attributable to Owners of the Company | (2,387) | (414) | | Basic Loss Per Share (HK Cents) | (0.17) | (0.03) | Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the Group's total comprehensive income for the period was a loss of HKD 933 thousand, a deterioration from the previous year's income of HKD 489 thousand, primarily due to increased loss for the period, partially offset by a net revaluation surplus Key Data from Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30, 2025) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Loss for the Period | (2,240) | (807) | | Net Revaluation Surplus | 1,565 | 1,552 | | Total Comprehensive Income for the Period | (933) | 489 | | Total Comprehensive Income Attributable to Owners of the Company | (1,080) | 882 | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total non-current assets slightly decreased to HKD 78.052 million, net current assets remained stable at HKD 18.585 million, while net assets and equity attributable to owners of the Company both slightly decreased Key Data from Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Indicator | 2025-06-30 (HKD Thousand) | 2024-12-31 (HKD Thousand) | | :--- | :--- | :--- | | Total Non-Current Assets | 78,052 | 79,188 | | Total Current Assets | 32,484 | 32,859 | | Total Current Liabilities | 13,899 | 14,216 | | Net Current Assets | 18,585 | 18,643 | | Net Assets | 87,283 | 88,216 | | Equity Attributable to Owners of the Company | 89,718 | 90,798 | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners of the Company decreased from HKD 90,798 thousand at the beginning of the period to HKD 89,718 thousand at the end, primarily due to a loss for the period of HKD 2,387 thousand, partially offset by a net revaluation surplus in other comprehensive income Changes in Equity Attributable to Owners of the Company (As of June 30, 2025) | Indicator | 2025-01-01 (HKD Thousand) | Loss for the Period (HKD Thousand) | Other Comprehensive Income for the Period (HKD Thousand) | 2025-06-30 (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | 90,798 | (2,387) | 1,307 | 89,718 | Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash flows from operating activities significantly decreased to HKD 1.327 million, cash outflows from investing activities increased, and cash outflows from financing activities decreased, ultimately leading to a net decrease in cash and cash equivalents of HKD 1.346 million at period-end Key Data from Condensed Consolidated Statement of Cash Flows (For the six months ended June 30, 2025) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Net Cash Flows from Operating Activities | 1,327 | 8,024 | | Net Cash Flows Used in Investing Activities | (443) | (86) | | Net Cash Flows Used in Financing Activities | (2,230) | (4,109) | | Net Increase/(Decrease) in Cash and Cash Equivalents | (1,346) | 3,829 | | Cash and Cash Equivalents at End of Period | 11,809 | 14,112 | Notes to the Condensed Consolidated Financial Statements Company Information (Notes) This section discloses the company's place of incorporation, principal activities, ultimate holding company, functional currency, and the unaudited status of the financial information - The Company is an exempted company incorporated in the Cayman Islands under the Companies Law of the Cayman Islands, with its principal activities being investment holding, food processing and trading, and restaurant operations[48] - The Directors consider the Company's ultimate holding company to be Kin King Ventures Limited[48] - The condensed consolidated financial information is presented in Hong Kong Dollars, the Company's functional currency, and is unaudited[49][50] Basis of Preparation The condensed consolidated financial information is prepared in accordance with the applicable disclosure requirements of the GEM Listing Rules and Hong Kong Accounting Standards issued by the HKICPA, using the historical cost convention, except for leasehold land and buildings held for own use, classified as right-of-use assets and property, plant and equipment, which are measured at fair value - The condensed consolidated financial information has been prepared in accordance with the applicable disclosure requirements of the GEM Listing Rules and Hong Kong Accounting Standards ("HKASs") issued by the Hong Kong Institute of Certified Public Accountants[51] - The condensed consolidated financial information has been prepared on the historical cost basis, except for leasehold land and buildings held for own use, classified as right-of-use assets and property, plant and equipment respectively, which are measured at fair value[51] Accounting Policies The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial information are consistent with those used for the Group's financial information for the year ended December 31, 2024 - The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial information are consistent with those used for the Group's financial information for the year ended December 31, 2024[52] - The adoption of new and revised Hong Kong Financial Reporting Standards has no significant impact on the results and financial position[53] Segment Information The Group has two reportable operating segments: food processing and trading (including transportation services) and restaurant operations - The Group is organised into two reportable operating segments based on products and services: food processing and trading (including provision of transportation services) and restaurant operations[54][56] Segment Revenue and Results (For the six months ended June 30, 2025) | Segment | 2025 Revenue (HKD Thousand) | 2024 Revenue (HKD Thousand) | 2025 Results (HKD Thousand) | 2024 Results (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Food Processing and Trading | 48,289 | 43,564 | (2,561) | (2,960) | | Restaurant Operations | 6,817 | 10,608 | 324 | 2,143 | | Total | 55,106 | 54,172 | (2,237) | (817) | - No further analysis of geographical information is presented as all the Group's revenue from external customers is derived from Hong Kong, and all non-current assets are located in Hong Kong[58] - Customer A is a major customer of the food processing and trading segment, contributing HKD 22,171 thousand in revenue for the six months ended June 30, 2025[58] Revenue For the six months ended June 30, 2025, the Group's total revenue from contracts with customers was HKD 55.1 million Revenue Breakdown (For the six months ended June 30, 2025) | Type of Goods or Services | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Sales of Food | 48,249 | 43,534 | | Revenue from Provision of Transportation Services | 40 | 30 | | Revenue from Restaurant Operations | 6,817 | 10,608 | | Total | 55,106 | 54,172 | - Performance obligations for food sales and restaurant operations are satisfied at a point in time upon delivery of products or completion of services, while performance obligations for provision of transportation services are satisfied over time[60][61][62] Loss Before Tax For the six months ended June 30, 2025, the Group's loss before tax was HKD 2.24 million, primarily impacted by increased cost of inventories consumed and total depreciation, while employee benefit expenses and bank interest income decreased Key Components of Loss Before Tax (For the six months ended June 30, 2025) | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Cost of Inventories Consumed | 32,813 | 29,766 | | Total Depreciation | 3,338 | 3,107 | | Total Employee Benefit Expenses | 12,425 | 12,879 | | Bank Interest Income | (47) | (95) | Income Tax For the six months ended June 30, 2025, the Group recorded no income tax expense or credit - For the six months ended June 30, 2025, no income tax expense or credit was recorded[65] - Hong Kong profits tax is provided at 16.5% on the estimated assessable profits arising in Hong Kong, with the first HKD 2,000,000 for qualifying subsidiaries taxed at a rate of 8.25% under the two-tiered profits tax rate regime[64] Dividends The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)[65] Earnings/(Loss) Per Share For the six months ended June 30, 2025, the basic loss per share attributable to owners of the Company was HKD 0.17 cents, an increase from the prior year Earnings/(Loss) Per Share (For the six months ended June 30, 2025) | Indicator | 2025 (HK Cents) | 2024 (HK Cents) | | :--- | :--- | :--- | | Basic Loss Per Share | (0.17) | (0.03) | - The weighted average number of ordinary shares in issue used for calculating basic loss per share was 1,400,000 thousand shares[67] - No diluted adjustment was made to the basic loss per share presented for the six months ended June 30, 2025 and 2024, as the Group had no potentially dilutive ordinary shares in issue during these periods[67] Trade Receivables As of June 30, 2025, the Group's net book value of trade receivables was HKD 11.568 million, primarily from third-party customers Net Book Value and Ageing Analysis of Trade Receivables (As of June 30, 2025) | Indicator | 2025-06-30 (HKD Thousand) | 2024-12-31 (HKD Thousand) | | :--- | :--- | :--- | | Net Book Value | 11,568 | 11,795 | | Of which: Third-party Customers | 10,613 | 11,345 | | Related Companies | 1,367 | 862 | | Impairment | (412) | (412) | | Ageing: Within 1 month | 9,707 | 6,851 | | 1 to 2 months | 1,495 | 3,828 | | 2 to 3 months | 366 | 1,116 | - The Group's trade terms with customers are primarily on a credit basis, with credit periods generally ranging from 30 to 45 days[68] - The Group strives to maintain strict control over outstanding receivables to minimize credit risk and holds no collateral or other credit enhancements for its trade receivables balances[68] Balances with Related Parties and Ultimate Holding Company Balances with related companies are non-trade in nature, unsecured, interest-free, and repayable on demand - Balances with related companies are non-trade in nature, unsecured, interest-free, and repayable on demand[69] Trade and Bills Payables As of June 30, 2025, the Group's total trade and bills payables amounted to HKD 4.179 million, primarily to third-party suppliers, with settlement terms typically ranging from 30 to 60 days Total Trade and Bills Payables and Ageing Analysis (As of June 30, 2025) | Indicator | 2025-06-30 (HKD Thousand) | 2024-12-31 (HKD Thousand) | | :--- | :--- | :--- | | Total Trade and Bills Payables | 4,179 | 3,866 | | Of which: Third-party Suppliers | 4,179 | 3,327 | | Related Companies | – | 539 | | Ageing: Within 1 month | 4,179 | 3,866 | - Trade payables are non-interest bearing and usually have settlement periods of 30 to 60 days[69] Interest-bearing Bank Borrowings As of June 30, 2025, the Group's total interest-bearing bank borrowings amounted to HKD 2.014 million, all of which are secured loans with an effective interest rate of prime rate minus 3.0%, maturing between July 2025 and 2030 Interest-bearing Bank Borrowings (As of June 30, 2025) | Type | Effective Interest Rate (%) | Maturity Date | 2025-06-30 (HKD Thousand) | 2024-12-31 (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Current Bank Loans | Prime rate minus 3.0 | July 2025 to June 2026 | 376 | 372 | | Non-Current Bank Loans | Prime rate minus 3.0 | July 2026 to 2030 | 1,638 | 1,827 | | Total | | | 2,014 | 2,199 | - All bank loans are secured[70] Share Capital As of June 30, 2025, the Company's authorised share capital was HKD 100,000 thousand, with issued and fully paid share capital of HKD 14,000 thousand, corresponding to 1,400,000,000 ordinary shares of HKD 0.01 each Share Capital Details (As of June 30, 2025) | Type | Number of Shares | Par Value (HKD/Share) | Amount (HKD Thousand) | | :--- | :--- | :--- | :--- | | Authorised Ordinary Shares | 10,000,000,000 | 0.01 | 100,000 | | Issued and Fully Paid Ordinary Shares | 1,400,000,000 | 0.01 | 14,000 | Contingent Liabilities As of the end of the reporting period, the Group had no significant contingent liabilities - As of the end of the reporting period, the Group had no significant contingent liabilities[72] Commitments As of the end of the reporting period, the Group had no capital commitments - As of the end of the reporting period, the Group had no capital commitments[73] Related Party Transactions This section discloses significant related party transactions between the Group and several directors and their associates (e.g., Yau Hing, Wing Chi, Wing's Group), including sales of goods, purchases, and transportation service revenue, all conducted on mutually agreed terms - The Group identified Ms. Yeung Suk Ying, Yau Hing, Yau Yip Property Investment Limited, Guangzhou Geyun, Wing Chi, Wing's Holdings Limited and its subsidiaries as related parties[74] Significant Related Party Transactions (For the six months ended June 30, 2025) | Related Party | Type of Transaction | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | :--- | | Yau Hing | Sales of Goods | 3,930 | 2,787 | | Yau Hing | Transportation Service Revenue | 40 | 30 | | Wing Chi | Sales of Goods | 706 | – | | Wing Chi | Purchases of Goods | 2,878 | 875 | | Wing's Group | Sales of Goods | 3,524 | 2,980 | - Transactions with related companies were conducted on mutually agreed terms and conditions[77] - Total remuneration for the Group's key management personnel amounted to HKD 2.83 million (2024: HKD 2.498 million)[77] Approval of Condensed Consolidated Financial Statements The condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 8, 2025 - The condensed consolidated financial statements were approved and authorized for issue by the Board on August 8, 2025[78]