阿仕特朗金融(08333) - 2025 - 中期业绩

Overview The company's financial performance for the six months ended June 30, 2025, significantly improved, with substantial revenue growth and a turnaround to net profit; the Board does not recommend a dividend payment 2025 Half-Year Key Financial Data Comparison | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 10,904 | 6,094 | +78.9% | | Profit/(Loss) Attributable to Owners of the Company | 219 | (19,558) | Turnaround to Profit | | Basic Earnings/(Loss) Per Share (HK cents) | 0.23 | (20.37) | Turnaround to Profit | | Dividends | Nil | Nil | - | Unaudited Condensed Consolidated Interim Results This section presents the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, including the statement of profit or loss and other comprehensive income, statement of financial position, statement of changes in equity, and statement of cash flows, compared with the corresponding period in 2024 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group achieved revenue of HK$10,904 thousand in the first half of 2025, a significant increase year-on-year, turning from a loss to a profit primarily due to fair value changes of financial assets at fair value through profit or loss Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Summary) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 10,904 | 6,094 | | Other income | 2,355 | 1,066 | | Fair value changes of financial assets at fair value through profit or loss | 1,410 | (9,855) | | Administrative and other operating expenses | (13,588) | (16,505) | | Finance costs | (862) | (358) | | Profit/(Loss) before taxation | 219 | (19,558) | | Profit/(Loss) and total comprehensive income/(expense) for the period attributable to owners of the Company | 219 | (19,558) | | Basic and diluted earnings/(loss) per share (HK cents) | 0.23 | (20.37) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets significantly increased, driven by higher trade receivables and bank balances in trust accounts, while current liabilities also rose substantially, leading to a decrease in the current ratio Condensed Consolidated Statement of Financial Position (Summary) | Indicator | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Non-current assets | 21,155 | 20,367 | | Current assets | 188,588 | 144,056 | | Total assets | 209,743 | 164,423 | | Current liabilities | 87,260 | 42,159 | | Net current assets | 101,328 | 101,897 | | Net assets | 122,483 | 122,264 | | Total equity | 122,483 | 122,264 | Condensed Consolidated Statement of Changes in Equity The Group's total equity for the six months ended June 30, 2025, slightly increased, primarily due to a profit of HK$219 thousand for the period, reversing the loss from the prior year Condensed Consolidated Statement of Changes in Equity (Summary) | Indicator | As of June 30, 2025 (HK$ thousand) | As of June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Balance at beginning of period | 122,264 | 139,822 | | Profit/(Loss) and total comprehensive income/(expense) for the period | 219 | (19,558) | | Balance at end of period | 122,483 | 120,264 | Condensed Consolidated Statement of Cash Flows The Group experienced a significant increase in net cash outflow from operating activities in the first half of 2025, but net cash inflow from financing activities improved substantially, resulting in a net decrease of HK$2,450 thousand in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (Summary) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net cash used in operating activities | (27,247) | (633) | | Net cash generated from investing activities | 299 | 1,489 | | Net cash generated from/(used in) financing activities | 24,498 | (916) | | Net decrease in cash and cash equivalents | (2,450) | (60) | | Cash and cash equivalents at end of period | 12,957 | 12,338 | Notes to the Condensed Consolidated Financial Statements This section provides detailed notes to the condensed consolidated financial statements, covering company information, accounting policies, financial metric composition and changes, related party transactions, and fair value measurement of financial instruments 1. General Information The Company is incorporated in the Cayman Islands, listed on GEM of the Stock Exchange, and primarily engaged in brokerage, placing and underwriting, corporate finance advisory, financing, and asset management services - The Company is an investment holding company, with principal activities including brokerage services, placing and underwriting, corporate finance advisory, financing services (including securities and IPO financing), and asset management services[9] - The Company's ultimate holding company is Autumn Ocean Limited, wholly owned by Mr. Poon Chik, the Chairman[9] 2. Basis of Preparation These interim financial statements are prepared in accordance with HKFRS 34 and GEM Listing Rules, with consistent accounting policies as annual financial statements, and new/amended standards have no material impact on current period financial performance - The unaudited condensed consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standard 34 and Chapter 18 of the GEM Listing Rules issued by the Hong Kong Institute of Certified Public Accountants[11] - The application of new and revised Hong Kong Financial Reporting Standards had no material impact on the financial performance and position for the current period[11] 3. Revenue and Segment Information The Group operates in a single segment, providing diversified financial services, with total revenue reaching HK$10,904 thousand in H1 2025, a significant year-on-year increase driven by interest income from securities and IPO financing and brokerage service commissions - The Group has only one operating segment, which is the provision of brokerage services, placing and underwriting services, corporate finance advisory services, financing services, and asset management services[15] Revenue Composition by Service Type | Service Type | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Brokerage services – commission and service fees | 2,520 | 621 | | Placing and underwriting – commission and service fees | 1,033 | 728 | | Corporate finance advisory service fees | 2,150 | 1,450 | | Asset management services – management fees | 21 | 221 | | Total revenue from contracts with customers | 5,724 | 3,020 | | Interest income from securities and IPO financing | 5,180 | 3,074 | | Total Revenue | 10,904 | 6,094 | 4. Other Income The Group's other income significantly increased in the first half of 2025, primarily due to gains from the sale of trade receivables under factoring arrangements and higher bank interest income Other Income Composition | Income Source | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank interest income | 758 | 226 | | Interest income from debt securities | 574 | 574 | | Gain on disposal of trade receivables under factoring arrangements | 705 | — | | Handling fee income | 266 | 192 | | Total | 2,355 | 1,066 | 5. Profit/(Loss) Before Taxation The Group achieved a profit before taxation of HK$219 thousand in the first half of 2025, reversing the loss from the prior year, primarily influenced by fair value gains and reduced administrative expenses - Profit before taxation turned from a loss of HK$19,558 thousand in the corresponding period of 2024 to a profit of HK$219 thousand in the first half of 2025[5] - Administrative and other operating expenses decreased by 17.7% to HK$13,588 thousand, mainly due to reduced legal and professional fees and depreciation[19][46] - Finance costs increased by 140.8% to HK$862 thousand, primarily due to higher interest paid to margin/cash clients and other borrowing interest[19][47] 6. Income Tax Expense The Group made no provision for Hong Kong profits tax in the first half of 2025 or 2024, as there were no assessable profits - The Group had no assessable profits arising in or derived from Hong Kong for the six months ended June 30, 2025, and 2024, thus no provision for Hong Kong profits tax was made[20] 7. Dividends The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025[21] 8. Earnings/(Loss) Per Share The Group's basic earnings per share for H1 2025 was 0.23 HK cents, a significant improvement from the basic loss per share of 20.37 HK cents in the prior year, with share options not included in diluted EPS calculations due to exercise price or anti-dilutive effect Earnings/(Loss) Per Share Comparison | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Profit/(Loss) for the period attributable to owners of the Company (HK$ thousand) | 219 | (19,558) | | Weighted average number of ordinary shares | 96,000,000 | 96,000,000 | | Basic and diluted earnings/(loss) per share (HK cents) | 0.23 | (20.37) | - For the six months ended June 30, 2025, the calculation of diluted earnings per share did not assume the exercise of share options, as their exercise price was higher than the average market price of the shares[22] 9. Property, Plant and Equipment The Group acquired approximately HK$108 thousand in property, plant, and equipment during the first half of 2025 - The Group acquired approximately HK$108 thousand in property, plant and equipment during the first half of 2025[24] 10. Trade Receivables The Group's total trade receivables significantly increased to HK$105,976 thousand, primarily driven by securities trading receivables from margin clients, with the company maintaining strict credit risk control and requiring collateral from margin clients Trade Receivables Composition | Type | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Securities trading – cash clients | 1,289 | 218 | | Securities trading – margin clients | 100,609 | 75,509 | | Clearing house | 3,518 | — | | Futures contract trading – clearing house | 195 | 295 | | Corporate finance advisory services | 365 | 168 | | Total | 105,976 | 76,190 | - Margin client loans are secured by securities with a market value of approximately HK$298,040 thousand (December 31, 2024: approximately HK$201,116 thousand)[26] 11. Financial Assets at Fair Value Through Profit or Loss The Group's total financial assets at fair value through profit or loss slightly increased, primarily comprising Hong Kong-listed equity securities and unlisted investment fund units outside Hong Kong Financial Assets at Fair Value Through Profit or Loss Composition | Asset Type | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Listed equity securities in Hong Kong | 5,160 | 5,929 | | Unlisted investment funds outside Hong Kong | 12,310 | 11,488 | | Total | 17,470 | 17,417 | 12. Trade Payables The Group's trade payables significantly increased to HK$54,130 thousand, primarily driven by cash and margin payables to securities trading clients, with a notable increase in client monies held in trust accounts Trade Payables Composition | Type | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Securities trading – cash clients | 35,790 | 16,235 | | Securities trading – margin clients | 17,501 | 15,267 | | Securities trading – clearing house | 363 | 1,974 | | Futures contract trading – clients | 476 | 497 | | Total | 54,130 | 33,973 | - As of June 30, 2025, approximately HK$49,593 thousand (December 31, 2024: approximately HK$32,450 thousand) of trade payables represented client monies held in trust accounts[30] 13. Share Capital The Company's authorized share capital is HK$20,000 thousand, with issued and fully paid share capital of HK$9,600 thousand, comprising 96,000,000 ordinary shares, unchanged during the period Share Capital Details | Type | Number of Ordinary Shares | Share Capital (HK$ thousand) | | :--- | :--- | :--- | | Authorized share capital | 200,000,000 | 20,000 | | Issued and fully paid share capital | 96,000,000 | 9,600 | 14. Significant Related Party Transactions The Group engaged in several significant transactions with related parties, including Mr. Poon, his close family members, and key management personnel, primarily involving commission income, interest income, and trade receivables/payables, with an increase in total key management personnel compensation Nature and Amount of Transactions with Related Parties | Related Party | Nature of Transaction | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | | Mr. Poon | Commission income | 23 | 13 | | Mr. Poon | Interest income | 44 | 44 | | Close family members of Mr. Poon | Commission income | 60 | 23 | | Close family members of Mr. Poon | Interest income | 110 | 223 | Key Management Personnel Compensation | Compensation Item | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Salaries and other benefits in kind | 3,633 | 3,492 | | Contributions to retirement benefit schemes | 45 | 45 | | Total | 3,678 | 3,537 | 15. Fair Value Measurement of Financial Instruments The Group's financial assets are measured at fair value using Level 1 (listed equity securities) and Level 2 (unlisted investment fund units), with no transfers between fair value hierarchies during the period - Fair value measurements are categorized into Level 1 (quoted prices in active markets) and Level 2 (observable inputs other than quoted prices included within Level 1)[37] Financial Assets Measured at Fair Value | Financial Asset | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | Fair Value Hierarchy | Valuation Technique | | :--- | :--- | :--- | :--- | :--- | | Listed equity securities | 5,160 | 5,929 | Level 1 | Market quotations in active markets | | Unlisted investment fund units | 12,310 | 11,488 | Level 2 | Net asset value of the fund | Management Discussion and Analysis This section provides a detailed review of the Group's business and financial performance for H1 2025, analyzing revenue and expense changes, outlining future economic outlook and strategies, and disclosing employee information, liquidity, material investments, and future plans Business Review The Group's financial performance significantly improved in H1 2025, with revenue growing by 78.9% year-on-year and a turnaround to a net profit of HK$219 thousand, primarily driven by increased financing interest income, brokerage commissions, and fair value gains on financial assets - The Group's revenue significantly increased by 78.9% from HK$6,094 thousand in the corresponding period of 2024 to HK$10,904 thousand in the first half of 2025[40] - A net profit of HK$219 thousand was recorded for the period, compared to a net loss of HK$19,558 thousand in the corresponding period, marking a turnaround to profit[40] - The turnaround to profit was mainly attributable to a net gain of HK$1,410 thousand from fair value changes of financial assets at fair value through profit or loss (compared to a loss of HK$9,855 thousand in the corresponding period), significant revenue growth, and reduced administrative expenses[40] Financial Review This section details the Group's financial metric changes, including revenue, other income, fair value changes of financial assets, administrative and other operating expenses, finance costs, and profit/loss for the period, revealing specific drivers of performance improvement Revenue The Group's revenue surged by 78.9%, primarily driven by significant increases in brokerage service commissions, corporate finance advisory fees, and interest income from securities and IPO financing; asset management fees sharply declined due to fund termination, but new individual client services were introduced - Brokerage service commissions and service fees significantly increased by 305.8% to HK$2,520 thousand, mainly due to improved stock market sentiment leading to higher total client securities trading volume[41] - Interest income from securities and IPO financing increased by 68.5% to HK$5,180 thousand, primarily due to providing comprehensive offer financing services to an offeror[42] - Asset management service fees decreased by 90.5% to HK$21 thousand, mainly due to the termination of Astrum China Fund on May 31, 2024, though the Group has commenced providing asset management services to individual clients[43] Other Income Other income increased by 120.9% year-on-year, primarily benefiting from gains on the sale of written-off trade receivables under factoring arrangements and higher bank deposit interest income - Other income increased by 120.9% from HK$1,066 thousand in the corresponding period to HK$2,355 thousand in the current period[44] - This was mainly due to the recognition of a gain of HK$705 thousand from the sale of margin loan receivables under factoring arrangements and an increase in bank deposit interest income to HK$758 thousand[44] Fair Value Changes of Financial Assets at Fair Value Through Profit or Loss The Group's financial assets at fair value through profit or loss turned from a loss of HK$9,855 thousand in the prior period to a net gain of HK$1,410 thousand in the current period, reflecting strong performance in listed equity securities and unlisted investment funds - A net gain of HK$1,410 thousand from financial assets at fair value through profit or loss was recorded for the current period, compared to a loss of HK$9,855 thousand in the corresponding period[45] - This includes a fair value gain of HK$588 thousand on listed equity securities (compared to a loss of HK$1,933 thousand in the corresponding period) and a fair value gain of HK$822 thousand on unlisted investment funds (compared to a loss of HK$7,922 thousand in the corresponding period)[45] Administrative and Other Operating Expenses Administrative and other operating expenses decreased by 17.7%, primarily due to reductions in legal and professional fees and depreciation of property, plant, and equipment - Administrative and other operating expenses decreased by 17.7% from HK$16,505 thousand in the corresponding period to HK$13,588 thousand in the current period[46] - This was mainly attributable to a decrease of HK$1,637 thousand in legal and professional fees and a decrease of HK$812 thousand in depreciation of property, plant and equipment[46] Finance Costs Finance costs increased by 140.8%, primarily due to higher interest paid to margin/cash clients and other borrowing interest expenses - Finance costs increased by 140.8% from HK$358 thousand in the corresponding period to HK$862 thousand in the current period[47] - This was mainly due to an increase of HK$230 thousand in interest paid to margin/cash clients and an increase of HK$274 thousand in other borrowing interest expenses[47] Loss for the Period A profit of HK$219 thousand was recorded for the current period, successfully reversing the loss of HK$19,558 thousand in the corresponding period last year - A profit of HK$219 thousand was recorded for the current period, compared to a loss of HK$19,558 thousand in the corresponding period[48] Prospects Hong Kong's economy continued robust expansion in H1 2025, yet the global economy faces challenges from geopolitical instability, US tariff policies, and slower Fed rate cuts; the Group will adopt a prudent and balanced risk management approach and has completed and is undertaking multiple placing and corporate finance engagements - Hong Kong's economy continued its steady expansion in the first half of 2025, with real GDP growing by 3.0% and 3.1% respectively[49] - The global economy faces ongoing volatility and challenges, including US tariff policies, the Federal Reserve maintaining high interest rates, and geopolitical conflicts[49][50] - The Group's management will regularly review and adjust business strategies with a prudent and balanced risk management approach[50] - As of the announcement date, the Group has completed one placing and underwriting service engagement and has four engagements in progress (one placing and underwriting, three corporate finance advisory)[50] Employee Information As of June 30, 2025, the Group had 27 employees and 11 account executives, with an increase in total staff costs; the company ensures employee competence and motivation through compensation reviews and continuous professional training - As of June 30, 2025, the Group had 27 employees and 11 account executives, consistent with December 31, 2024[51] - Total staff costs (including directors' emoluments) for the period were approximately HK$8,844 thousand, an increase from HK$8,237 thousand in the corresponding period[51] - The Group has a share option scheme to reward and incentivize employees and provides continuous professional training to update employee knowledge and skills[52] Liquidity and Financial Resources The Group primarily relies on internal resources and short-term unsecured borrowings for operations; total assets and bank balances and cash significantly increased, but liquidity and gearing ratios fluctuated, reflecting business expansion and increased borrowing - The Group primarily relies on internal resources and short-term unsecured borrowings to support its operations, capital expenditures, and other capital requirements[53] - The Group had no assets pledged as of June 30, 2025[54] - The Group's turnover and cost of business are mainly denominated in Hong Kong Dollars, resulting in minimal foreign exchange risk[55] Key Liquidity and Financial Resources Indicators | Indicator | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Total assets | 209,743 | 164,423 | | Total equity attributable to owners of the Company | 122,483 | 122,264 | | Net current assets | 101,328 | 101,897 | | Current ratio | 2.2 times | 3.4 times | | Total bank balances and cash | 62,670 | 47,976 | | Unsecured borrowings | 32,116 | 7,035 | | Gearing ratio | 26.2% | 5.8% | | Available unutilized loan facilities | 38,000 | 3,000 | Material Investments The Group's material investment is Original Global Funds SPC - Original Growth Opportunities SP3 (unlisted investment fund), representing 5.9% of total assets; the fund performed well through diversified strategies, and future focus remains on technology and market changes - The Group's material investment is Original Global Funds SPC - Original Growth Opportunities SP3 (an unlisted investment fund), with an 88.88% holding, representing 5.9% of the Group's total assets[57] - Original Growth SP3, through its diversified investment strategy, performed well during the period, and will continue to closely monitor market changes and maintain active and prudent portfolio management in the future[58] - The Directors are cautiously optimistic about the future prospects of Original Growth SP3 and expect it to continue enhancing the Group's investment returns[59] Material Acquisitions or Disposals The Group had no other material acquisitions or disposals of subsidiaries and associates during the period - The Group had no other material acquisitions or disposals of subsidiaries and associates during the period[60] Future Plans for Material Investments or Capital Assets As of the announcement date, the Board has no plans to authorize any material investments or additions to capital assets - As of the announcement date, the Board has no plans to authorize any material investments or additions to capital assets[61] Commitments As of June 30, 2025, the Group had future minimum lease payment commitments of HK$1,962 thousand for office premises but no capital commitments - As of June 30, 2025, the Group had future minimum lease payment commitments of HK$1,962 thousand for office premises[62] - As of June 30, 2025, the Group had no capital commitments[63] 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[64] Events After Reporting Period As of the announcement date, the Directors were not aware of any significant events concerning the Group's business or financial performance - As of the announcement date, the Directors were not aware of any significant events concerning the Group's business or financial performance[65] Other Information This section discloses directors' and substantial shareholders' equity interests, share option scheme details, corporate governance practices (including deviations from the code), and specific disclosures under GEM Listing Rules, such as material loan financing agreements Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation As of June 30, 2025, Mr. Poon Chik held 56.32% of the Company's shares and underlying shares, and Mr. Kwan Chun Yee held 0.83% of underlying shares, primarily through controlled corporate interests and share options Directors' and Chief Executive's Long Positions in Shares and Underlying Shares of the Company | Director's Name | Capacity/Nature of Interest | Number of Shares Held | Number of Underlying Shares Held | Total | Approximate Percentage of Equity | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Poon | Interest of controlled corporation/Beneficial owner | 53,268,500 | 800,000 | 54,068,500 | 56.32% | | Mr. Kwan | Beneficial owner | — | 800,000 | 800,000 | 0.83% | - Mr. Poon holds 53,268,500 shares through Autumn Ocean Limited, which he wholly owns[68] - Mr. Poon and Mr. Kwan were each granted 800,000 share options on January 4, 2021, with an exercise price of HK$0.96 per share and a five-year validity period[68] Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares of the Company As of June 30, 2025, Ms. Liu Mingli (Mr. Poon's spouse) and Autumn Ocean Limited were substantial shareholders of the Company, holding 56.32% and 55.49% equity interests, respectively Substantial Shareholders' Long Positions in Shares and Underlying Shares of the Company | Name | Capacity/Nature of Interest | Number of Shares Held/Interested | Number of Underlying Shares Interested | Total | Approximate Percentage of Equity | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Liu Mingli | Interest of spouse | 53,268,500 | 800,000 | 54,068,500 | 56.32% | | Autumn Ocean Limited | Beneficial owner | 53,268,500 | — | 53,268,500 | 55.49% | - Ms. Liu Mingli, being the spouse of Mr. Poon, is deemed or taken to be interested in all shares and underlying shares in which Mr. Poon has an interest[70] Share Option Scheme The Company's share option scheme was adopted in 2016 for a ten-year term; 8,000,000 share options were granted to 11 eligible participants on January 4, 2021, with an exercise price of HK$0.96, vesting immediately on grant date; 6,800,000 options remained unexercised as of June 30, 2025 - The share option scheme was adopted on June 23, 2016, and is valid for ten years[71] - On January 4, 2021, 8,000,000 share options were granted to 11 eligible participants with an exercise price of HK$0.96 per share, vesting immediately on the grant date[71] Share Option Movement Details | Category | Unexercised as of January 1, 2025 | Number of Options Granted | Number of Options Exercised | Number of Options Lapsed | Unexercised as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Directors and Chief Executive | 1,600,000 | — | — | — | 1,600,000 | | Employees | 2,800,000 | — | — | — | 2,800,000 | | Clients | 1,600,000 | — | — | — | 1,600,000 | | Business partners | 800,000 | — | — | — | 800,000 | | Total | 6,800,000 | — | — | — | 6,800,000 | Directors' Rights to Acquire Shares or Debentures Except for disclosed directors' interests, neither the Company nor its subsidiaries entered into any arrangements during the period enabling directors and their families to benefit from acquiring shares of the Company or associated corporations - Neither the Company nor any of its subsidiaries entered into any arrangements at any time during the period or as of June 30, 2025, that would enable directors and chief executives (including their spouses and children under 18) to acquire benefits through the acquisition of shares, underlying shares, or debentures of the Company or any associated corporation[73] Competing Interests During the period, no Directors, substantial shareholders of the Company, or their respective associates held any interests in businesses directly or indirectly competing with the Group's business - During the period, none of the Directors, substantial shareholders of the Company, or their respective associates had any interests in businesses that compete or are likely to compete, directly or indirectly, with the Group's business[74] Non-Competition Undertaking Mr. Poon Chik and Autumn Ocean Limited confirmed compliance with the non-competition undertaking during the period, receiving a satisfactory assessment from the Audit Committee - Mr. Poon Chik and Autumn Ocean Limited confirmed compliance with the non-competition undertaking under the Deed of Non-Competition during the period[75] - The Audit Committee reviewed and was satisfied with Mr. Poon Chik's and Autumn Ocean Limited's compliance with the non-competition undertaking[75] Directors' Securities Transactions Upon inquiry, all Directors confirmed continuous compliance with the code of conduct for directors' securities transactions under GEM Listing Rules during the period - Following specific inquiries made to all Directors, all confirmed that they have complied with the required standard of dealings in securities by Directors as set out in Rules 5.48 to 5.67 of the GEM Listing Rules throughout the period[76] Disclosure under Rules 17.22 to 17.24 of the GEM Listing Rules Astrum Capital Management Limited, the Company's indirect wholly-owned subsidiary, entered into a loan financing agreement with Weiye Holdings Group Limited for up to HK$80,000 thousand to fund the offer for Megalogic Group Limited, secured by share charges, account charges, and a personal guarantee - Astrum Capital Management Limited entered into a loan financing agreement with Weiye Holdings Group Limited to provide a loan facility of up to HK$80,000 thousand for the purpose of financing the offer for Megalogic Group Limited[77] - The loan bears interest at 2% per month and is secured by share charges, account charges, and a personal guarantee from Mr. Wang Guangbo[77] - As of June 30, 2025, the outstanding amount due from Weiye Holdings to Astrum Capital was approximately HK$45,911 thousand, representing approximately 21.9% of the Group's total consolidated assets[78] Share Capital The Company did not issue any equity securities during the period, with details of share capital changes disclosed in Note 13 to the financial statements - The Company did not issue any equity securities during the period as required by Rule 18.32 of the GEM Listing Rules[79] Purchase, Sale or Redemption of the Company's 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[80] Compliance with Corporate Governance Code The Company is committed to high corporate governance standards and has complied with the Corporate Governance Code, with the exception of Mr. Poon Chik holding both Chairman and Chief Executive roles, a deviation explained as beneficial to Group operations - The Company has complied with the code provisions of the Corporate Governance Code, except for code provision C.2.1 (the roles of chairman and chief executive should be separate)[81] - Mr. Poon Chik holds both the roles of Chairman and Chief Executive Officer, an arrangement the Board believes benefits the Group's business operations and management, providing strong and consistent leadership[81] Board of Directors The Board of Directors comprises 6 members, including 3 executive directors and 3 independent non-executive directors, meeting GEM Listing Rules requirements for independent non-executive director numbers and professional qualifications - The Board comprises 6 members, including 3 executive directors (Mr. Poon Chik, Mr. Kwan Chun Yee, and Ms. Yu Hoi Ling) and 3 independent non-executive directors (Mr. Lau Hon Kee, Mr. Shum Lung, and Ms. Yu Chung Sze)[82] - The Board complies with GEM Listing Rules 5.05(1), (2), and 5.05A, having appointed at least one-third independent non-executive directors, with at least one possessing appropriate professional qualifications or accounting/financial management expertise[82] Audit Committee The Audit Committee, chaired by Mr. Lau Hon Kee and comprising 3 independent non-executive directors, reviewed the unaudited condensed consolidated interim results for the period, deeming them compliant with applicable accounting standards and GEM Listing Rules - The Audit Committee is chaired by Mr. Lau Hon Kee (Independent Non-Executive Director), with other members including Mr. Shum Lung and Ms. Yu Chung Sze (both Independent Non-Executive Directors)[83] - The primary responsibilities of the Audit Committee include reviewing and monitoring the independence of external auditors, assessing the integrity of financial statements, and reviewing financial reporting, financial controls, risk management, and internal control systems[83] - The Audit Committee reviewed the Group's unaudited condensed consolidated interim results for the period and considered them to be in compliance with applicable accounting standards and the GEM Listing Rules[83]