小鱼盈通(00139) - 2025 - 中期业绩

Interim Results Announcement This report presents the unaudited interim condensed consolidated financial statements and management's discussion and analysis for the six months ended June 30, 2025 Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the Group's revenue increased by 32.2% to HKD 34,441 thousand, but a significant unrealized loss from equity investments at fair value through profit or loss expanded the loss for the period to HKD 60,842 thousand, with basic loss per share attributable to owners of HKD 0.29 cents Summary of Condensed Consolidated Statement of Profit or Loss | Indicator | For the six months ended June 30, 2025 (HKD thousands) | For the six months ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 34,441 | 26,061 | | Brokerage fees and commission expenses | (2,916) | (6,939) | | Cost of sales | – | (914) | | Gross profit | 31,525 | 18,208 | | Other income and gains, net | 7,691 | 1,926 | | Administrative expenses | (30,029) | (33,523) | | Finance costs | (4,865) | (4,257) | | Unrealized fair value loss on equity investments at fair value through profit or loss, net | (157,221) | (26) | | Reversal of credit loss allowance for financial assets | 92,589 | 6,201 | | Loss before income tax | (60,842) | (13,958) | | Loss for the period | (60,842) | (13,958) | | Loss for the period attributable to owners of the Company | (53,797) | (13,958) | | Basic and diluted loss per share | (0.29) HK cents | (0.08) HK cents | Condensed Consolidated Statement of Comprehensive Income Total comprehensive loss for the period significantly increased to HKD 61,341 thousand, compared to HKD 14,760 thousand in the prior year, primarily due to the expanded loss for the period and other comprehensive losses Summary of Condensed Consolidated Statement of Comprehensive Income | Indicator | For the six months ended June 30, 2025 (HKD thousands) | For the six months ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Loss for the period | (60,842) | (13,958) | | Other comprehensive (loss) / income | (499) | (802) | | Total comprehensive loss for the period | (61,341) | (14,760) | | Total comprehensive loss for the period attributable to owners of the Company | (54,296) | (14,760) | | Non-controlling interests | (7,045) | – | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total net assets increased to HKD 805,613 thousand, with net current assets significantly rising to HKD 287,207 thousand, driven by a substantial increase in current assets and a corresponding rise in total equity Summary of Condensed Consolidated Statement of Financial Position | Indicator | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Total non-current assets | 520,626 | 577,992 | | Total current assets | 724,373 | 449,705 | | Total current liabilities | 437,166 | 291,796 | | Net current assets | 287,207 | 157,909 | | Total assets less current liabilities | 807,833 | 735,901 | | Total non-current liabilities | 2,220 | 2,774 | | Net assets | 805,613 | 733,127 | | Total equity | 805,613 | 733,127 | | Equity attributable to owners of the Company | 755,012 | 733,127 | | Non-controlling interests | 50,601 | – | Notes to the Condensed Consolidated Financial Statements This section details the basis of preparation, accounting policies, segment performance, revenue, expenses, asset and liability breakdowns, and fair value measurements of financial instruments, providing essential context for understanding the financial data Basis of Preparation and Accounting Policies The unaudited interim condensed consolidated financial statements have been reviewed by the Audit Committee and prepared in accordance with HKAS 34 and Appendix 16 of the Listing Rules, with no significant impact from revised HKFRSs - The interim condensed consolidated financial statements are unaudited but have been reviewed by the Audit Committee[8] - The basis of preparation complies with Hong Kong Accounting Standard 34 and Appendix 16 of the Listing Rules[8] - Application of revised Hong Kong Financial Reporting Standards (including amendments to HKAS 21) had no significant impact on the financial position and performance for the current and prior periods[9][10] Segment Information The Group operates in Financial Investment and Services, Brokerage and Commission, and Corporate and Others segments, with Brokerage and Commission generating HKD 97,614 thousand in segment results, while Financial Investment and Services recorded a HKD 144,690 thousand segment loss, leading to a consolidated loss before tax of HKD 60,842 thousand for the six months ended June 30, 2025 - The Group is divided into three operating segments: Financial Investment and Services, Brokerage and Commission, and Corporate and Others[11] 2025 Half-Year Revenue and Results by Business Segment | Segment | Revenue (HKD thousands) | Segment Results (HKD thousands) | | :--- | :--- | :--- | | Financial Investment and Services | 20,725 | (144,690) | | Brokerage and Commission | 13,716 | 97,614 | | Corporate and Others | – | (8,317) | | Consolidated | 34,441 | (55,393) | | Loss before income tax after reconciliation | | (60,842) | 2025 Half-Year Assets and Liabilities by Business Segment | Segment | Segment Assets (HKD thousands) | Segment Liabilities (HKD thousands) | | :--- | :--- | :--- | | Financial Investment and Services | 793,926 | 527 | | Brokerage and Commission | 290,483 | 229,728 | | Corporate and Others | 6,974 | 7,282 | | Consolidated | 1,244,999 | 439,386 | Revenue Total revenue for the period was HKD 34,441 thousand, primarily from interest income on money lending, margin financing, securities brokerage commissions, and consulting fees, with other income and gains significantly increasing to HKD 7,691 thousand due to public relations services and bank interest Revenue Details | Revenue Source | For the six months ended June 30, 2025 (HKD thousands) | For the six months ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Commission income from securities dealing | 4,562 | 2,476 | | Commission income from placing | 450 | 5,417 | | Consulting fee income | 4,578 | 2,788 | | Interest income from money lending business | 16,100 | 14,034 | | Interest income from securities margin financing | 8,704 | 1,513 | | Total Revenue | 34,441 | 26,061 | | Other income and gains, net | 7,691 | 1,926 | | Of which public relations service income | 5,422 | – | | Of which bank interest income | 1,192 | 51 | Loss Before Income Tax The Group's loss before income tax was HKD 60,842 thousand, including depreciation of property, plant and equipment and right-of-use assets totaling HKD 1,358 thousand Depreciation Expenses | Item | For the six months ended June 30, 2025 (HKD thousands) | For the six months ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 652 | 1,152 | | Depreciation of right-of-use assets | 706 | 1,608 | | Total | 1,358 | 2,760 | Finance Costs Total finance costs for the period amounted to HKD 4,865 thousand, an increase from the prior year, mainly comprising interest on bank borrowings, other borrowings, and bank overdrafts Finance Costs Details | Item | For the six months ended June 30, 2025 (HKD thousands) | For the six months ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest on bank borrowings | 572 | 103 | | Interest on other borrowings – secured / unsecured | 3,255 | 3,495 | | Interest on bank overdrafts | 841 | 506 | | Interest on lease liabilities | 158 | 112 | | Total | 4,865 | 4,257 | Income Tax Expense No provision for Hong Kong profits tax was made for the current and prior periods as the Group did not generate any assessable profits in Hong Kong - No income tax expense was recognized for the current and prior periods as the Group did not generate any assessable profits in Hong Kong[15] Dividends The Board of Directors has resolved not to declare any interim dividend for the current period - The Board of Directors has resolved not to declare any interim dividend for the current period (2024: nil)[16] Loss Per Share Attributable to Owners of the Company Basic loss per share attributable to owners of the Company expanded to HKD 0.29 cents, up from HKD 0.08 cents in the prior year, primarily due to the increased loss for the period and changes in the weighted average number of ordinary shares outstanding Loss Per Share Calculation | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HKD thousands) | 53,797 | 13,958 | | Weighted average number of ordinary shares outstanding (thousands) | 18,845,122 | 16,903,113 | | Basic and diluted loss per share (HK cents) | (0.29) | (0.08) | - No diluted adjustment was made to basic loss per share as the outstanding share options had an anti-dilutive effect[16] Equity Investments at Fair Value Through Other Comprehensive Income As of June 30, 2025, the Group's listed equity investments at fair value through other comprehensive income amounted to HKD 3,814 thousand, designated as such due to their strategic nature Equity Investments at Fair Value Through Other Comprehensive Income | Item | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Listed equity investments, at fair value | 3,814 | 4,185 | - These equity investments are irrevocably designated as at fair value through other comprehensive income due to their strategic nature[17] Loans Receivable from Money Lending Business As of June 30, 2025, gross loans receivable from money lending business totaled HKD 532,786 thousand, with a net amount of HKD 454,354 thousand after credit loss provisions, bearing annual interest rates of 5% to 7% and mostly secured Loans Receivable from Money Lending Business | Item | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Loans receivable (gross) | 532,786 | 520,970 | | Less: Credit loss allowance | (78,432) | (81,285) | | Loans receivable (net) | 454,354 | 439,685 | | Current portion | 75,189 | 5,203 | | Non-current portion | 379,165 | 434,482 | - Loans bear interest at annual rates ranging from 5% to 7%, are repayable within three years, and approximately HKD 466,641 thousand of loans receivable are secured by collateral or other credit enhancements[19] Trade Receivables from Securities Dealing Business As of June 30, 2025, net trade receivables from securities dealing business were HKD 44,763 thousand, including HKD 150,539 thousand from margin clients, bearing interest at 6.25% to 11.5% per annum and collateralized by client investments Trade Receivables from Securities Dealing Business | Item | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Clearing houses | 8,268 | 2,446 | | Cash clients | 57,049 | 20,482 | | Margin clients | 150,539 | 250,252 | | Less: Credit loss allowance | (171,093) | (259,779) | | Net amount | 44,763 | 13,401 | - Receivables from margin clients bear interest at annual rates ranging from 6.25% to 11.5% and are secured by client investments of approximately HKD 15,935 thousand[21] Trade Receivables from Asset Management Business As of June 30, 2025, net trade receivables from asset management business amounted to HKD 1,757 thousand, primarily from investment funds, with no credit loss provision recognized due to the good credit ratings of counterparties Trade Receivables from Asset Management Business | Item | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Individual clients | 2 | 2 | | Investment funds | 1,755 | 1,970 | | Less: Credit loss allowance | – | (89) | | Net amount | 1,757 | 1,883 | - As of June 30, 2025, outstanding trade receivables from corporate clients, individual clients, and investment funds are considered not credit-impaired due to the good credit ratings and reputation of the counterparties[24] Equity Investments at Fair Value Through Profit or Loss As of June 30, 2025, equity investments at fair value through profit or loss significantly increased to HKD 107,698 thousand, primarily comprising listed equity securities in Hong Kong and the US, held for trading purposes Equity Investments at Fair Value Through Profit or Loss | Item | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Listed equity securities in Hong Kong | 47,363 | 32,700 | | Listed equity securities in the US | 60,335 | 6,144 | | Total | 107,698 | 38,844 | - The above equity and fund investments are classified as at fair value through profit or loss as they are held for trading purposes[26] Trade Payables As of June 30, 2025, total trade payables from securities dealing business significantly increased to HKD 224,346 thousand, mainly from cash and margin clients Trade Payables from Securities Dealing Business | Item | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Clearing houses | 843 | – | | Cash clients | 125,083 | 47,200 | | Margin clients | 98,420 | 60,129 | | Total | 224,346 | 107,329 | - Trade payables bear interest at an annual rate of 0.01% and are repayable on the respective trade settlement dates[27] Other Payables and Accruals The Group's other payables and accruals are non-interest bearing and generally repayable within three months - The Group's payables and accruals are non-interest bearing and generally repayable within three months[28] Interest-Bearing Bank and Other Borrowings and Bank Overdrafts As of June 30, 2025, total interest-bearing bank and other borrowings and bank overdrafts amounted to HKD 201,826 thousand, an increase from the prior year-end, driven by growth in bank overdrafts and bank borrowings Interest-Bearing Bank and Other Borrowings and Bank Overdrafts | Item | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Bank overdrafts – secured | 44,321 | 14,800 | | Bank borrowings – secured | 23,500 | 10,000 | | Other borrowings – unsecured | 7,617 | 7,399 | | Other borrowings – secured | 126,388 | 135,462 | | Total | 201,826 | 167,661 | Share Capital As of June 30, 2025, the Company's issued and fully paid share capital was HKD 204,756 thousand, an increase from the prior year-end, reflecting an increase in the number of ordinary shares issued Share Capital Details | Item | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Authorized share capital (80,000,000,000 shares of HKD 0.01 each) | 800,000 | 800,000 | | Issued and fully paid share capital (ordinary shares of HKD 0.01 each) | 204,756 | 172,818 | | Number of ordinary shares issued | 20,475,580,057 | 17,281,750,057 | Fair Value and Fair Value Hierarchy of Financial and Non-Financial Instruments As of June 30, 2025, the Group's total financial assets measured at fair value were HKD 111,781 thousand, primarily equity investments at fair value through profit or loss, with most classified under Level 1 (quoted prices in active markets) Financial Assets Measured at Fair Value | Item | As of June 30, 2025 (HKD thousands) | As of December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Equity investments at fair value through other comprehensive income | 3,814 | 4,185 | | Equity investments at fair value through profit or loss | 107,698 | 38,844 | | Debt investments at fair value through profit or loss | 269 | 334 | | Total | 111,781 | 43,363 | Fair Value Measurement Hierarchy (June 30, 2025) | Item | Level 1 (HKD thousands) | Level 2 (HKD thousands) | Level 3 (HKD thousands) | Total (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Equity investments at fair value through other comprehensive income | 3,814 | – | – | 3,814 | | Equity investments at fair value through profit or loss | 107,698 | – | – | 107,698 | | Debt investments at fair value through profit or loss | – | 269 | – | 269 | | Total | 111,512 | 269 | – | 111,781 | - The Group had no financial liabilities measured at fair value during the current period and at the prior year-end[33] Related Party Transactions Significant related party transactions during the period included interest income from directors' margin financing, commission income from directors' securities trading, and key management personnel remuneration Related Party Transactions | Item | For the six months ended June 30, 2025 (HKD thousands) | For the six months ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest income from directors' margin financing from securities dealing transactions | 118 | 67 | | Commission income from directors' securities dealing transactions | 31 | – | | Total related party transaction income | 149 | 67 | | Key management personnel remuneration | 879 | 833 | Approval of Unaudited Interim Condensed Consolidated Financial Statements These unaudited interim condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 26, 2025 - The unaudited interim condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 26, 2025[36] Management Discussion and Analysis This section provides a comprehensive review of the Group's performance for the six months ended June 30, 2025, covering financial performance, macroeconomic environment, business segment operations, future outlook, liquidity, capital structure, significant acquisitions, and corporate governance Results Review Revenue for the period increased by 32.2% year-on-year to HKD 34.4 million, but a significant unrealized loss on investment in GIBO Holdings Limited expanded the loss before and after tax to HKD 60.8 million, with basic loss per share of HKD 0.29 cents Key Performance Indicators | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | HKD 34.4 million | HKD 26.1 million | | Revenue year-on-year growth | 32.2% | – | | Loss before and after tax | HKD 60.8 million | HKD 13.9 million | | Basic loss per share | 0.29 HK cents | 0.08 HK cents | - The increased loss was primarily due to an unrealized loss on investment in GIBO Holdings Limited, partially offset by a reversal of credit loss allowance for margin financing receivables[37] Economic Review Hong Kong's economy expanded steadily in the first half of 2025, driven by exports and investment, while private consumption slightly declined due to changing spending patterns, and the property market continued its downward trend despite a stock market rebound - Hong Kong's economy expanded steadily in the first half of 2025, with a notable increase in goods and services exports and a moderate recovery in overall investment expenditure[38] - Private consumption expenditure recorded a slight decrease, as changing consumption patterns of residents and tourists constrained local consumption market growth, despite increased employee income and government policies to boost consumer sentiment[38] - The US Federal Reserve's pause in its interest rate cut cycle since December 2024 undermined financial market confidence and delayed investors' plans to re-enter capital markets[38] - The Hong Kong stock market faced pressure in early 2025 but rebounded significantly in recent months up to June 30, 2025; property prices continued their downward trend[38] Business Review The Group's operations encompass brokerage and margin financing, asset management, financial investment and trading, and money lending, with money lending being a key revenue source, all managed with prudent credit policies and risk management Brokerage and Margin Financing The Group provides securities trading and advisory services through Zhongda Securities. For the period, securities trading commission income was approximately HKD 4.6 million, and securities margin financing interest income was approximately HKD 8.7 million, with a continued commitment to prudent credit policies Brokerage and Margin Financing Income | Revenue Source | For the six months ended June 30, 2025 (HKD millions) | For the six months ended June 30, 2024 (HKD millions) | | :--- | :--- | :--- | | Securities trading commission income | 4.6 | 2.5 | | Securities margin financing interest income | 8.7 | 1.5 | - The Group will maintain prudent credit policies and risk management approaches to achieve a sustainable business environment[39] Asset Management The Group offers diversified investment management services through Zhongda Asset Management, primarily investing in the China bond market via Central Wealth Investment Fund SPC (CWIF). As of June 30, 2025, assets under management were approximately USD 150.9 million, with management fee income of approximately HKD 1.7 million - The Group provides diversified and comprehensive investment product management services, including private equity funds and discretionary accounts, to individual, corporate, and institutional clients[40] - The investment fund CWIF primarily focuses on the China bond market, with investment strategies including fixed income financial instruments, bond funds, and money market funds, currently mainly investing in offshore USD-denominated bonds issued by Chinese institutions[40][42] Asset Management Key Data | Indicator | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Assets Under Management (AUM) | USD 150.9 million | USD 210.2 million | | Management fee income (for the period) | HKD 1.7 million | – | Financial Investment and Trading Despite a rebound in the Hang Seng Index, the Group recorded an unrealized loss of approximately HKD 157.2 million from equity and debt investments at fair value through profit or loss, while realizing gains of approximately HKD 20 thousand during the period - The Hang Seng Index opened at 19,933 points and closed at 24,072 points during the period[44] Financial Investment Profit or Loss | Item | For the six months ended June 30, 2025 (HKD millions) | | :--- | :--- | | Unrealized loss on equity and debt investments at fair value through profit or loss | (157.2) | | Realized gain on disposal of equity and debt investments at fair value through profit or loss | 0.02 | Money Lending Business The Group operates its money lending business through Yifeng Finance Limited, primarily providing secured and unsecured loans. As of June 30, 2025, total outstanding loans were approximately HKD 551.5 million, bearing annual interest rates of 5% to 7%. The Group has a Credit Committee implementing strict credit policies and risk control measures, and recorded HKD 16.1 million in interest income from this business during the period - The Group conducts money lending business through Yifeng Finance Limited, which holds a valid money lenders license, primarily offering secured and unsecured loans[45] Outstanding Loans Overview (June 30, 2025) | Borrower Type | Gross Principal (HKD thousands) | Interest Rate (per annum) | Term (months) | | :--- | :--- | :--- | :--- | | Individual clients (13 loans) | 409,811.4 | 5% to 7% | 12 to 36 | | Corporate clients (5 loans) | 141,700 | 7% | 12 to 36 | | Total | 551,511.4 | 5% to 7% | 12 to 36 | - Yifeng has established a Credit Committee, comprising two executive directors, responsible for overseeing credit policies and procedures for the money lending business, including pre-approval due diligence, assessment and loan approval, risk control, post-lending monitoring, and loan collection[50][52][53][55][58][62] - Interest income from the money lending business for the period was approximately HKD 16.1 million[63] - The Group recognized zero expected credit loss for loans receivable from money lending business (December 31, 2024: HKD 20.6 million)[64] Outlook Despite external uncertainties, the Group anticipates service export growth in Hong Kong driven by mainland economic recovery and cross-border travel, while actively pursuing AI and technology-related opportunities, reflected in its new name 'Xiaoyu Yingtong Holdings Limited' - Steady economic growth in mainland China and the recovery of cross-border travel are expected to drive Hong Kong's service exports, though geopolitical and global economic uncertainties still pose challenges[65][67] - Hong Kong has established a licensing regime for fiat-pegged stablecoin issuers, further enhancing the regulatory framework for virtual asset activities[66] - The Group continues to actively seek business expansion opportunities, focusing on the future potential of Artificial Intelligence (AI) technology and related fields, and is vigorously exploring and investing in AI-related areas[66] - The Company has changed its name from "Central Wealth Group Holdings Limited" to "Xiaoyu Yingtong Holdings Limited" to better reflect its current business status and future development direction, with the certificate of change of name issued on June 23, 2025[66] Financial Review Revenue for the period was approximately HKD 34.4 million, primarily from interest income on money lending, margin financing, and securities brokerage commissions, with a net other comprehensive loss of HKD 0.5 million and net assets increasing to approximately HKD 805.6 million Revenue Composition and Net Assets | Item | For the six months ended June 30, 2025 (HKD millions) | For the six months ended June 30, 2024 (HKD millions) | | :--- | :--- | :--- | | Total revenue | 34.4 | 26.1 | | Of which: Interest income from money lending business | 16.1 | – | | Of which: Interest income from securities margin financing | 8.7 | – | | Of which: Commission income from securities dealing | 4.6 | – | | Net other comprehensive loss | (0.5) | (0.8) | | Net assets | 805.6 | 733.1 (as of December 31, 2024) | Liquidity and Financial Resources The Group finances its operations primarily through internal cash flows, bank overdrafts, and borrowings, maintaining a sound liquidity position with cash and bank balances of approximately HKD 16.2 million and a current ratio of 1.66 times as of June 30, 2025 - The Group primarily finances its operations through internally generated cash flows, bank overdrafts, bank and other borrowings, and other fundraising activities[69] Liquidity Overview | Indicator | As of June 30, 2025 (HKD millions) | As of December 31, 2024 (HKD millions) | | :--- | :--- | :--- | | Cash and bank balances | 16.2 | 13.4 | | Bank overdrafts | 44.3 | 14.8 | | Interest-bearing bank borrowings | 23.5 | 10.0 | | Other borrowings | 134.0 | 142.9 | | Current assets | 724.4 | 449.7 | | Current liabilities | 437.2 | 291.8 | | Current ratio | 1.66 times | 1.54 times | - The Group had no capital commitments or other contingent liabilities as of June 30, 2025[69] Capital Structure As of June 30, 2025, the Group's capital-to-debt ratio was approximately 25.1%, with minimal foreign exchange risk due to most balances and transactions being denominated in HKD and USD, and the Board actively monitors liquidity for robust financial management Capital-to-Debt Ratio | Indicator | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Capital-to-debt ratio | 25.1% | 22.9% | | Total borrowings | HKD 201.8 million | – | - The Group's bank balances, borrowings, and interest payments are primarily denominated in HKD and USD, and most of its revenue is also settled in HKD and USD, resulting in minimal foreign exchange risk[70] Significant Acquisitions During the period, the Group completed two investment holding company acquisitions for HKD 15 million and HKD 10 million respectively, and settled HKD 97.5 million in debt by issuing 5 million unlisted GIBO shares - On January 31, 2025, the Company's wholly-owned subsidiary, Central Wealth Infrastructure Investment Limited, acquired 100% equity interests in two investment holding companies (Target Company 1 and Target Company 2) for a total consideration of HKD 15 million and HKD 10 million respectively, with completion on February 25, 2025[71][72][78] - The Group settled a total debt of HKD 97.5 million owed by an individual vendor to the Group by issuing a total of 5 million unlisted GIBO shares[78] Pledge of Assets As of June 30, 2025, the Group had pledged approximately HKD 1,201.2 million in listed equity investments to secure bank and other borrowings and bank overdrafts Pledged Listed Equity Investments | Item | As of June 30, 2025 (HKD millions) | As of December 31, 2024 (HKD millions) | | :--- | :--- | :--- | | Pledged listed equity investments | 1,201.2 | 456.2 | Recruitment, Training and Development As of June 30, 2025, the Group had 59 employees and is committed to staff training and development, offering competitive remuneration, bonuses, and share options - As of June 30, 2025, the Group had 59 employees[75] - The Group is committed to employee training and development, maintains competitive remuneration packages, and grants bonuses and share options to certain employees based on individual performance and industry practice[75] Corporate Governance The Board is committed to maintaining good corporate governance, enhancing transparency and accountability, and has complied with the Code Provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules throughout the period - The Board is committed to maintaining good corporate governance, continuously enhancing transparency and effective accountability to maximize shareholder interests[76] - The Company has complied with the Code Provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the period[77] Compliance with the Model Code for Securities Transactions by Directors of Listed Issuers The Company has adopted a code of conduct for directors' securities dealings no less exacting than the Model Code, and all directors confirmed compliance with the relevant provisions during the period - The Company has adopted its own code of conduct regarding directors' dealings in the Company's securities, and all directors confirmed compliance with the requirements of the Model Code and their own code during the period[79] Purchase, Sale or Redemption of Listed Securities During the period, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and no treasury shares were held as of June 30, 2025 - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[80] - As of June 30, 2025, the Company held no treasury shares[80] Audit Committee The Audit Committee meets at least twice annually to monitor and review the integrity and effectiveness of the Company's financial reporting, and has reviewed the unaudited interim condensed consolidated financial statements for the period - The Audit Committee meets at least twice annually to monitor and review the integrity and effectiveness of the Company's financial reporting[81] - The Audit Committee has reviewed the Company's unaudited interim condensed consolidated financial statements for the period and discussed auditing, financial and internal control, and financial reporting matters[81] - The Audit Committee comprises three independent non-executive directors: Mr. Chan Ngai Fan (Chairman), Mr. Wu Ming, and Ms. Li Mei Fung[81]