恒伟集团控股(08219) - 2025 - 中期业绩

Report Overview and Regulatory Information Disclaimer and GEM Features This report includes disclaimers from the Stock Exchange regarding content accuracy and highlights GEM market's high investment risks for SMEs - The Stock Exchange of Hong Kong Limited accepts no responsibility for this announcement's content, makes no representation as to its accuracy or completeness, and disclaims any liability for losses arising from or in reliance upon it[1][11] - The GEM market offers listing opportunities for SMEs, entailing higher investment risks, potential for significant market volatility, and no guarantee of high liquidity[10][11] Company Information and Announcement Hang Wai Group Holdings Limited (Stock Code: 8219) released its unaudited interim results for H1 2025, complying with GEM rules and signed by the Chairman - Hang Wai Group Holdings Limited (Stock Code: 8219) published its unaudited interim results announcement for the six months ended June 30, 2025[2][3] - The announcement complies with the relevant requirements of the GEM Listing Rules of The Stock Exchange of Hong Kong Limited[3] - The Board of Directors includes Executive Directors Mr. Cheuk Sin Cheong (Chairman and Chief Executive Officer) and Ms. Au Ching Mei, and Independent Non-executive Directors Mr. Yu Sau Ning, Ms. Yu Wai Fong, and Mr. Yip Yat Lam[4] Company Information Board and Committee Composition The company's Board comprises two executive directors, including the Chairman and CEO, and three independent non-executive directors, with established audit, remuneration, and nomination committees - Executive Directors: Mr. Cheuk Sin Cheong (Chairman and Chief Executive Officer), Ms. Au Ching Mei[13] - Independent Non-executive Directors: Mr. Yu Sau Ning, Ms. Yu Wai Fong, Mr. Yip Yat Lam[14] - Mr. Yu Sau Ning chairs the Audit Committee and Remuneration Committee, while Mr. Cheuk Sin Cheong chairs the Nomination Committee[15] Company Contact and Registration Information The company secretary is Ms. Pang Yuk Fong, with Ms. Au Ching Mei and Ms. Pang Yuk Fong as authorized representatives, and its headquarters are in Hong Kong with a registered office in the Cayman Islands - The Company Secretary is Ms. Pang Yuk Fong, and the Authorized Representatives are Ms. Au Ching Mei and Ms. Pang Yuk Fong[15] - The headquarters and principal place of business are in Kwai Chung, New Territories, Hong Kong, with the registered office in the Cayman Islands[15] - Principal bankers include Bank of China (Hong Kong) Limited and Hang Seng Bank[16] Financial Summary Key Financial Performance For the six months ended June 30, 2025, the company's revenue increased by 4.34% to HK$54.06 million, achieving a profit attributable to owners of HK$1.06 million, reversing the prior year's loss Key Financial Data for the Six Months Ended June 30, 2025 | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 54,062 | 51,811 | +4.34% | | Profit/(Loss) attributable to owners of the Company | 1,060 | (8,970) | Turned to profit | | Basic earnings/(loss) per share | 0.43 HK cents | (5.44) HK cents | Turned to profit | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Profit and Loss Overview For the six months ended June 30, 2025, the Group reported revenue of HK$54.06 million and a gross profit of HK$18.42 million, achieving a profit of HK$1.06 million, a significant improvement from the prior year's loss Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (for the six months ended June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 54,062 | 51,811 | Increase | | Cost of sales | (35,645) | (34,512) | Increase | | Gross profit | 18,417 | 17,299 | Increase | | Other income, gains and losses | 2,613 | (334) | Turned to gain | | Selling and distribution expenses | (1,402) | (1,510) | Decrease | | Administrative expenses | (18,402) | (20,361) | Decrease | | Gain on disposal of a subsidiary | 1,938 | – | New | | Finance costs | (2,011) | (3,918) | Decrease | | Profit/(Loss) before tax | 1,153 | (8,824) | Turned to profit | | Income tax expense | (95) | (148) | Decrease | | Profit/(Loss) for the period | 1,058 | (8,972) | Turned to profit | | Exchange differences on translation | (4,995) | 4,740 | Turned to expense | | Total comprehensive expense for the period | (3,937) | (4,232) | Decrease | | Basic and diluted earnings/(loss) per share | 0.43 HK cents | (5.44) HK cents | Turned to earnings | Condensed Consolidated Statement of Financial Position Balance Sheet Overview As of June 30, 2025, the Group's total non-current assets were HK$21.50 million, total current assets were HK$81.21 million, with net assets at HK$7.66 million, a decrease from the end of 2024 Condensed Consolidated Statement of Financial Position (as at June 30, 2025) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | | | | | Property, plant and equipment | 11,554 | 12,513 | Decrease | | Investment properties | 9,188 | 9,188 | Stable | | Total non-current assets | 21,497 | 22,448 | Decrease | | Current assets | | | | | Inventories | 16,362 | 11,418 | Increase | | Trade receivables | 24,407 | 34,159 | Decrease | | Cash and bank balances | 7,150 | 16,518 | Decrease | | Total current assets | 81,205 | 95,991 | Decrease | | Assets classified as held for sale | 16,100 | 34,902 | Decrease | | Current liabilities | | | | | Trade and bills payables | 47,586 | 51,415 | Decrease | | Borrowings | 50,148 | 56,184 | Decrease | | Total current liabilities | 108,698 | 118,542 | Decrease | | Liabilities associated with assets classified as held for sale | 2,447 | 23,205 | Decrease | | Net assets | 7,657 | 11,594 | Decrease | Condensed Consolidated Statement of Changes in Equity Shareholders' Equity Changes As of June 30, 2025, equity attributable to owners decreased to HK$8.55 million from HK$12.48 million at year-end 2024, despite a HK$1.06 million profit, due to negative exchange differences in the exchange reserve Condensed Consolidated Statement of Changes in Equity (for the six months ended June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Share capital | 24,750 | 24,750 | Stable | | Share premium | 52,362 | 52,362 | Stable | | Exchange reserve | (6,888) | (2,001) | Decrease | | Accumulated losses | (67,651) | (68,711) | Decrease in loss | | Equity attributable to owners of the Company | 8,546 | 12,481 | Decrease | | Non-controlling interests | (889) | (887) | Decrease | | Total equity | 7,657 | 11,594 | Decrease | - Profit for the period was HK$1.06 million, a turnaround from a loss of HK$8.97 million in the prior period[21] - Exchange reserve deteriorated from negative HK$2.00 million at year-end 2024 to negative HK$6.89 million as of June 30, 2025, primarily due to foreign exchange differences from translating overseas operations' financial statements[21] Condensed Consolidated Statement of Cash Flows Cash Flow Overview For the six months ended June 30, 2025, net cash generated from operating activities was HK$0.242 million, with net cash outflows from investing and financing activities, resulting in a reduced cash balance Condensed Consolidated Statement of Cash Flows (for the six months ended June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Net cash from/(used in) operating activities | 242 | (28,248) | Turned to inflow | | Net cash (used in)/from investing activities | (18) | 7,277 | Turned to outflow | | Net cash used in financing activities | (9,245) | (74) | Outflow increased | | Net decrease in cash and cash equivalents | (9,021) | (21,045) | Decrease narrowed | | Cash and cash equivalents at end of period | 1,881 | (5,281) | Turned to positive | | Cash and bank balances | 7,150 | 627 | Increase | | Bank overdrafts | (5,269) | (5,908) | Decrease | | Cash and cash equivalents as stated in the consolidated cash flow statement | 1,881 | (5,281) | Turned to positive | Notes to the Condensed Consolidated Financial Statements Company and Accounting Policies This section details the company's registration, primary ODM watch product business, and financial statement preparation basis, confirming consistent accounting policies with no significant impact from new HKFRS standards Company Information and Business Nature Hang Wai Group Holdings Limited, incorporated in the Cayman Islands in 2017 and listed on GEM in 2018, operates as an investment holding company with subsidiaries primarily engaged in ODM watch product design, development, manufacturing, and distribution globally - The Company was incorporated in the Cayman Islands on June 12, 2017, and listed on GEM of The Stock Exchange of Hong Kong Limited on July 12, 2018[23][24] - The Company primarily engages in the design, development, manufacture, and distribution of watch products on an original design manufacturer (ODM) basis for global watch manufacturers, brand owners, and watch importers[23] Basis of Preparation and Accounting Policies The unaudited condensed consolidated interim financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, using consistent accounting policies with no significant impact from new or revised standards - The unaudited condensed consolidated interim financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[25] - The accounting policies adopted are consistent with those applied in the financial statements for the year ended December 31, 2024[25] - The adoption of new and revised Hong Kong Financial Reporting Standards has no significant impact on the Group's results and financial position[25] Revenue and Segment Information The Group operates a single ODM segment, with total revenue of HK$54.06 million for the six months ended June 30, 2025, primarily from overseas markets like India, Brazil, and Turkey, showing increased revenue from knocked-down kits and growth in European and South American markets Revenue and Segment Information Details The Group operates solely in the Original Design Manufacturer (ODM) segment, with performance assessed by key operating decision-makers based on product or service type, and revenue primarily generated from India, Brazil, and Turkey - The Group operates only in the Original Design Manufacturer (ODM) operating segment[26] - The Group's revenue primarily originates from India, Brazil, and Turkey[27] Revenue, Other Income, Gains and Losses Breakdown For the six months ended June 30, 2025, total revenue was HK$54.06 million, with knocked-down kits contributing HK$39.67 million, and other income, gains, and losses totaling HK$2.61 million, mainly from net exchange gains and rental income Revenue Sources (for the six months ended June 30) | Revenue Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Finished watches | 12,493 | 16,568 | Decrease | | Knocked-down kits | 39,669 | 34,018 | Increase | | Watch parts | 1,900 | 1,225 | Increase | | Total Revenue | 54,062 | 51,811 | Increase | | Interest income | 168 | 313 | Decrease | | Rental income | 413 | 192 | Increase | | Net exchange gains | 2,115 | 201 | Significant increase | | Miscellaneous income | – | 532 | Decrease | | Net loss on disposal of financial assets at fair value through profit or loss | (83) | (1,572) | Loss decreased | | Other income, gains and losses | 2,613 | (334) | Turned to gain | Revenue by Customer Geographical Location (for the six months ended June 30) | Region | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Asia | 26,076 | 32,536 | Decrease | | Europe | 8,672 | 5,251 | Increase | | Pacific Region | 2,930 | 3,032 | Decrease | | South America | 16,384 | 10,992 | Increase | | Total Revenue | 54,062 | 51,811 | Increase | Subsidiary Disposal and Pre-tax Profit The Group completed the disposal of a subsidiary during the reporting period, generating a net gain of HK$1.94 million, contributing to a pre-tax profit of HK$1.15 million, a significant improvement from the prior year's loss, with income tax primarily from Hong Kong profits tax Gain on Disposal of a Subsidiary The company entered into a sale and purchase agreement with Easy Investment Limited (Vendor A) and Billion Riches Limited (Purchaser A) for the disposal of a subsidiary, completed on June 23, 2025, resulting in a net gain of HK$1.94 million - The Company completed the disposal of a subsidiary, with Disposal A achieved on June 23, 2025[29][31] Net Gain on Disposal of a Subsidiary | Item | Amount (HK$ thousand) | | :--- | :--- | | Consideration for Disposal A | (14,250) | | Investment in disposed company | 19,660 | | Carrying amount of assets and liabilities of disposed company as at June 23, 2024 | (3,675) | | Exchange differences arising from translation of overseas operations | 203 | | Net gain on Disposal A | 1,938 | Profit Before Tax For the six months ended June 30, 2025, the Group recorded a profit before tax of HK$1.15 million, a significant improvement from the HK$8.82 million loss in the prior period, with depreciation of property, plant, and equipment at HK$2.13 million Profit Before Tax (for the six months ended June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Profit/(Loss) before tax | 1,153 | (8,824) | | Depreciation of property, plant and equipment | 2,130 | 2,043 | Income Tax During the reporting period, income tax expense was HK$0.095 million, primarily from Hong Kong profits tax, with no PRC enterprise income tax, representing a decrease from the prior period Income Tax Expense (for the six months ended June 30) | Tax Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong profits tax | 95 | 115 | | PRC enterprise income tax | – | 33 | | Total Tax Expense | 95 | 148 | Assets, Liabilities and EPS This section details assets and liabilities classified as held for sale, EPS calculation, property, plant, and equipment movements, and aging analysis of trade receivables and payables, noting the disposal of Shenzhen Fukui Precision Technology Co Ltd and a Hong Kong property, resulting in basic EPS of 0.43 HK cents Assets and Liabilities Classified as Held for Sale On December 17, 2024, the Group agreed to dispose of its entire equity interest and sales loan in Shenzhen Fukui Precision Technology Co Ltd for RMB18.20 million and a Hong Kong property for HK$16.40 million, with Disposal A completed on June 23, 2025 - The Group agreed to dispose of its entire equity interest and sales loan in its wholly-owned subsidiary, Shenzhen Fukui Precision Technology Co Ltd, for a consideration of RMB18.20 million (approximately HK$19.66 million)[34] - The Group agreed to dispose of a property located in Hong Kong for a cash consideration of HK$16.40 million[34] Assets and Liabilities Classified as Held for Sale (HK$ thousand) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Total assets classified as held for sale | 16,100 | 34,902 | | Total liabilities associated with assets classified as held for sale | 2,447 | 23,205 | Earnings/(Loss) Per Share For the six months ended June 30, 2025, profit attributable to owners was approximately HK$1.06 million, resulting in basic earnings per share of 0.43 HK cents, with diluted EPS being the same due to no potential dilutive ordinary shares - For the six months ended June 30, 2025, profit attributable to owners of the Company was approximately HK$1.06 million, with basic earnings per share of 0.43 HK cents[38] - Diluted earnings per share is the same as basic earnings per share as there were no potential dilutive ordinary shares during these reporting periods[39] Property, Plant and Equipment During the interim period, the Group acquired approximately HK$0.13 million in property, plant, and equipment, and as of June 30, 2025, approximately HK$8.29 million of mortgaged property, plant, and equipment was pledged as collateral for bank financing - During the interim period, the Group paid approximately HK$0.13 million for the purchase of property, plant and equipment (2024: HK$0.06 million)[40] - As of June 30, 2025, approximately HK$8.29 million of mortgaged property, plant and equipment was pledged as collateral for the Group's bank financing[40] Trade and Other Receivables, Deposits and Prepayments As of June 30, 2025, net trade receivables decreased to HK$24.41 million from HK$34.16 million at year-end 2024, with total other receivables, deposits, and prepayments at HK$13.44 million, and the largest portion of trade receivables falling within 0 to 30 days aging Aging Analysis of Trade Receivables (net of impairment allowance) (HK$ thousand) | Aging | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 15,771 | 10,700 | | 31 to 60 days | 1,147 | 9,043 | | 61 to 90 days | 451 | 4,556 | | Over 90 days | 7,038 | 9,860 | | Total | 24,407 | 34,159 | - The Group generally allows trade customers a credit period of 30 to 90 days, with longer credit periods exceeding 90 days granted to long-term relationship customers[42] Trade and Other Payables, Accruals and Provisions As of June 30, 2025, total trade and bills payables decreased to HK$47.59 million from HK$51.42 million at year-end 2024, with other payables and accruals totaling HK$4.53 million, and trade payables typically having a credit period of 30 to 120 days Trade and Bills Payables (HK$ thousand) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables | 24,422 | 22,715 | | Bills payable | 23,164 | 28,700 | | Total | 47,586 | 51,415 | Aging Analysis of Trade Payables (HK$ thousand) | Aging | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 7,968 | 4,742 | | 31 to 60 days | 4,981 | 5,676 | | 61 to 90 days | 6,550 | 7,131 | | 91 to 120 days | 1,571 | 1,442 | | Over 120 days | 3,352 | 3,724 | | Total | 24,422 | 22,715 | - The credit period for trade payables typically ranges from 30 to 120 days, and the Group has established financial risk management policies to ensure timely payments[43] Management Discussion and Analysis Business Review and Outlook The Group, primarily engaged in ODM watch products, saw a 4.34% revenue increase despite an uncertain overseas market, with an improved watch industry confidence index, and plans to focus on core business, product design, and Southeast Asian market demand Business Review The Group primarily designs, develops, manufactures, and distributes watch products on an Original Design Manufacturer (ODM) basis for global watch manufacturers, achieving approximately HK$54.06 million in revenue for the period, a 4.34% increase from 2024, alongside a rise in the watch industry's export confidence index - The Group primarily engages in the design, development, manufacture, and distribution of watch products on an Original Design Manufacturer (ODM) basis for global watch manufacturers, brand owners, and watch importers[45] - For the six months ended June 30, 2025, the Group's revenue was approximately HK$54.06 million, an increase of approximately 4.34% compared to the same period in 2024[47] - The HKTDC Export Confidence Index for the watch industry rose by 10.8 points from 41.3 in Q2 2024 to 52.1 in Q2 2025[47] Prospects Despite an uncertain overseas business environment and US-China trade tensions, the watch industry faces innovation challenges but traditional mechanical watches retain a strong luxury market position, prompting the Group to focus on high-tech development, personalized services, and the significant demand for automatic mechanical and quartz watches in Southeast Asia - The overseas market business environment remains uncertain, with the US-China tariff trade war impacting market sentiment, though an agreement framework has been reached, leading to a more moderate market atmosphere[49] - The watch industry faces challenges from technological innovation, diversified consumer demands, and intensified market competition, yet the stable position of traditional mechanical watches in the luxury market presents opportunities[49] - The Group will closely monitor the substantial demand for automatic mechanical and quartz watches in the Southeast Asian market, continuing to focus on core business development, improving product design, and strengthening development capabilities[49][50] Financial Performance and Resources During the reporting period, the Group's gross profit increased by 6.47%, while administrative and finance costs significantly decreased due to reduced staff costs and bank borrowings; no interim dividend was declared, capital structure remained stable, and liquidity ratios were 0.88x (current) and 969.31% (gearing), with assets pledged as collateral Financial Review For the six months ended June 30, 2025, the Group's gross profit increased by approximately 6.47% to HK$18.42 million, administrative expenses decreased by 9.63% to HK$18.40 million due to lower staff costs, and finance costs decreased by 48.72% to HK$2.01 million due to reduced bank borrowings - The Group's gross profit was approximately HK$18.42 million, an increase of approximately 6.47% compared to the same period in 2024, primarily due to increased sales[51] - Administrative expenses decreased by approximately 9.63% to HK$18.40 million, mainly due to a reduction in staff costs[51] - Finance costs decreased by approximately 48.72% to HK$2.01 million, primarily due to a reduction in bank borrowings[51] Interim Dividend The Board did not declare any interim dividend for the reporting period (2024: nil) - The Board did not declare any interim dividend for the reporting period (2024: nil)[52] Capital Structure The company's capital structure, comprising issued share capital and reserves, remained unchanged during the reporting period, with the Board regularly reviewing it - The Company's capital structure remained unchanged during the reporting period, primarily consisting of issued share capital and reserves[53] Liquidity and Financial Resources As of June 30, 2025, the Group's cash and bank balances were approximately HK$7.15 million, with a current ratio of 0.88x and a gearing ratio of 969.31%, which the Board deems sufficient for business operations Liquidity and Financial Resources (HK$ thousand) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Cash and bank balances | 7,150 | 630 | | Current ratio | 0.88x | 1.01x | | Gearing ratio | 969.31% | 730.06% | - The Directors believe that as of the date of this interim report, the Group's financial resources are sufficient to support its business and operations[55] Commitments and Pledge of Assets The Group entered a non-legally binding MOU for a non-ferrous metal mining business acquisition and has pledged assets totaling HK$58.995 million, including property, plant, and equipment, financial assets, investment properties, and bank deposits, as collateral for bank financing - The Group entered into a non-legally binding Memorandum of Understanding with Yangshuo County Xingyuan Lead-Zinc Mine Co Ltd regarding the acquisition of a non-ferrous metal mining business[56] Total Pledged Assets (HK$ thousand) | Pledged Asset Category | Amount (HK$ thousand) | | :--- | :--- | | Property, plant and equipment | 8,285 | | Financial assets at fair value through profit or loss | 19,274 | | Investment properties | 25,288 | | Bank deposits | 6,148 | | Total | 58,995 | Employees, Risks and Post-Reporting Events As of June 30, 2025, the Group employed 105 staff with remuneration based on qualifications and performance, monitored foreign exchange risks without derivative or hedging activities, reported no significant contingent liabilities, and disclosed a post-reporting period property disposal Employees and Remuneration Policies As of June 30, 2025, the Group had 105 employees, with salaries determined by qualifications, position, and experience, and an annual review system for performance-based adjustments - As of June 30, 2025, the Group had 105 employees (June 30, 2024: 102 employees)[58] - Salaries are determined based on each employee's qualifications, position, and experience, with an annual review system to assess performance for salary adjustments, bonuses, and promotions[58] Foreign Exchange Risk The Group's purchases are denominated in HKD, while sales are primarily in USD, RMB, and HKD; foreign exchange risk is monitored, but no derivative or hedging activities were undertaken during the reporting period - The Group's purchases are denominated in HKD, while sales are primarily denominated in USD, RMB, and HKD[59] - During the reporting period, the Group did not engage in any derivative activities or hedging activities for foreign exchange risk[60] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil) - As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil)[61] Events After Reporting Period Subsequent to the reporting period, the Company and Zhihua Group Holdings Limited (Vendor B) entered into a sale and purchase agreement with Wanmao Limited (Purchaser B) for the conditional disposal of Property B - Subsequent to the reporting period, the Company and Zhihua Group Holdings Limited entered into a sale and purchase agreement with Wanmao Limited concerning the disposal of Property B[62] Equity and Investment Information This section details the interests of directors, chief executives, and substantial shareholders in the company's shares, noting Mr. Cheuk Sin Cheong and Ms. Au Ching Mei's 51.00% stake through Wanyi Group Limited; the company made no purchases, sales, or redemptions of listed securities, nor any material investments or disposals of subsidiaries during the period, and no share options have been granted since the 2018 scheme adoption Directors' and Chief Executive's Interests As of June 30, 2025, Executive Directors Mr. Cheuk Sin Cheong and Ms. Au Ching Mei are deemed to have interests in 126,225,000 ordinary shares of the Company, representing 51.00% of the total shares, through their equally controlled corporate entity, Wanyi Group Limited Directors' and Chief Executive's Long Positions in the Company's Shares (as at June 30, 2025) | Director Name | Capacity/Nature of Interest | Number of Ordinary Shares Interested | Percentage of Total Shares | | :--- | :--- | :--- | :--- | | Mr. Cheuk Sin Cheong | Interest in controlled corporation | 126,225,000 | 51.00% | | Ms. Au Ching Mei | Interest in controlled corporation | 126,225,000 | 51.00% | - Mr. Cheuk Sin Cheong and Ms. Au Ching Mei legally and beneficially own equally the entire issued share capital of Wanyi Group Limited, which holds 126,225,000 shares of the Company[64] Substantial Shareholders' Interests As of June 30, 2025, Wanyi Group Limited is a substantial shareholder, beneficially owning 126,225,000 ordinary shares, representing 51.00% of the Company's total shares, excluding directors or the chief executive Substantial Shareholders' Long Positions in the Company's Shares (as at June 30, 2025) | Shareholder Name | Capacity/Nature of Interest | Number of Ordinary Shares Interested | Percentage of Total Shares | | :--- | :--- | :--- | :--- | | Wanyi Group Limited | Beneficial interest | 126,225,000 | 51.00% | Securities Transactions and Material Investments During the reporting period, neither the Company nor its subsidiaries purchased, sold, or redeemed any of its listed securities, nor were there any material investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures, with no other significant investment or capital asset plans for the coming year - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[67] - During the reporting period, the Company had no material investments, material acquisitions, or disposals of subsidiaries, associates, and joint ventures[68] - Except as disclosed in this interim report, the Group has no other material investment or capital asset plans for the coming year[69] Share Option Scheme The Company's share option scheme, adopted on June 20, 2018, for a 10-year term, aims to reward and retain high-quality employees, with no options granted since its adoption, and 100,000,000 shares available for grant as of June 30, 2025, representing 10% of issued shares - The Company's share option scheme was approved and adopted by shareholders on June 20, 2018, with a validity period of 10 years[70] - The purpose of the share option scheme is to provide incentives or rewards for participants' contributions to the Group and/or enable the Group to recruit and retain high-quality employees[70] - No share options have been granted since the scheme's adoption on June 20, 2018, and as of June 30, 2025, the total number of shares available for grant under the scheme is 100,000,000 shares, representing 10% of the Company's issued shares[72] Corporate Governance During the reporting period, no directors, management shareholders, or substantial shareholders engaged in competing businesses or conflicts of interest; the company complied with GEM Listing Rules' Corporate Governance Code, despite the Chairman and CEO roles being combined, and adopted a code of conduct for directors' securities transactions, with the Audit Committee reviewing financial information Competition and Conflicts of Interest During the reporting period, no directors, management shareholders, substantial shareholders, or their associates engaged in any business competing with the Group or had any other conflicts of interest - During the reporting period, no directors, management shareholders, substantial shareholders, or any of their respective associates engaged in any business competing or likely to compete with the Group, nor did they have any other conflicts of interest with the Group[73] Corporate Governance Code During the reporting period, the Company complied with the Corporate Governance Code provisions in Appendix C1 of the GEM Listing Rules, with the Board deeming the combined roles of Chairman and Chief Executive Officer, held by Mr. Cheuk Sin Cheong, to be in the Group's best interest - During the reporting period, the Company complied with the code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[74] - The roles of Chairman and Chief Executive Officer are performed by Mr. Cheuk Sin Cheong, an arrangement the Board believes benefits the Group's business, strengthens stable and consistent leadership, and is in the Group's best interest[74] Code of Conduct for Securities Transactions by Directors The Company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standards set out in the GEM Listing Rules, and directors complied with this code during the reporting period - The Company has adopted a code of conduct for securities transactions by directors, with terms no less exacting than the required standards set out in the GEM Listing Rules[75] - During the reporting period, the directors complied with the required standards and the code of conduct for securities transactions by directors[75] Audit Committee The Company has established an Audit Committee, chaired by Mr. Yu Sau Ning, which has reviewed the Group's unaudited consolidated results for the reporting period and confirmed their preparation in accordance with applicable accounting standards and GEM Listing Rules, with adequate disclosure - The Company has established an Audit Committee in compliance with the GEM Listing Rules and the Corporate Governance Code, with Mr. Yu Sau Ning as Chairman[76] - The Audit Committee has reviewed the Group's unaudited consolidated results for the reporting period and is of the opinion that they were prepared in accordance with applicable accounting standards and the GEM Listing Rules, and that adequate disclosure has been made[76] Forward-Looking Statements This interim report contains forward-looking statements regarding the Group's financial condition, operating results, and business, which are based on various assumptions and are not guarantees of future performance, being subject to risks, uncertainties, and assumptions - This interim report contains forward-looking statements regarding the Group's financial condition, operating results, and business[77] - These statements are based on various assumptions about the Group's current and future business strategies and its future operating environment, are not guarantees of future performance, and are subject to certain risks, uncertainties, and assumptions[77]