时富投资(01049) - 2025 - 中期业绩

Company Information and Interim Performance Overview This section provides an overview of the company's basic information and a summary of its interim financial results for the six months ended June 30, 2025 Company Basic Information This report details the interim results of CELESTIAL ASIA SECURITIES HOLDINGS LIMITED, incorporated in Bermuda with stock code 1049, for the six months ended June 30, 2025 - Company Name: CELESTIAL ASIA SECURITIES HOLDINGS LIMITED[2] - Reporting Period: Six months ended June 30, 2025[2] - Place of Incorporation: Bermuda[2] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group recorded revenue of HKD 351,022 thousand, a 23.5% year-on-year decrease, with loss for the period expanding to HKD 48,827 thousand, and loss attributable to owners of the Company at HKD 36,666 thousand, resulting in basic and diluted loss per share of HKD 45.4 cents Key Financial Performance Indicators (HKD thousands) | Indicator | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 351,022 | 458,894 | -23.5% | | Cost of inventories | (188,570) | (247,729) | -23.9% | | Other income | 8,142 | 10,610 | -23.3% | | Other gains and losses | 6,288 | 8,182 | -23.1% | | Salaries, allowances and related benefits | (70,901) | (90,351) | -21.5% | | Other operating, administrative and selling expenses | (100,676) | (107,194) | -6.1% | | Depreciation of property and equipment | (5,327) | (7,082) | -24.8% | | Depreciation of right-of-use assets | (39,300) | (46,363) | -15.2% | | Finance costs | (9,505) | (12,218) | -22.2% | | Loss before tax | (48,827) | (33,251) | 46.8% | | Loss for the period | (48,827) | (33,251) | 46.8% | | Loss attributable to owners of the Company | (36,666) | (27,104) | 35.3% | | Loss attributable to non-controlling interests | (12,161) | (6,147) | 97.8% | | Basic and diluted loss per share (HK cents) | (45.4) | (33.6) | 35.1% | - Total comprehensive expense increased from HKD 33,319 thousand in 2024 to HKD 48,719 thousand in 2025, primarily due to the expanded loss[5] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets were HKD 1,104,719 thousand, a decrease from December 31, 2024, with non-current assets slightly down and current assets up, while total equity significantly decreased to HKD 47,411 thousand Consolidated Financial Position (HKD thousands) | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Assets | | | | | Non-current assets | 195,495 | 204,138 | -4.3% | | Current assets | 909,224 | 827,539 | 9.9% | | Total assets | 1,104,719 | 1,031,677 | 7.1% | | Liabilities | | | | | Current liabilities | 901,247 | 813,786 | 10.7% | | Non-current liabilities | 156,061 | 121,761 | 28.2% | | Total liabilities | 1,057,308 | 935,547 | 13.0% | | Equity | | | | | Equity attributable to owners of the Company | 16,478 | 53,036 | -68.9% | | Non-controlling interests | 30,933 | 43,094 | -28.2% | | Total equity | 47,411 | 96,130 | -50.7% | - Net current liabilities decreased from HKD 13,753 thousand as of December 31, 2024, to HKD 7,977 thousand as of June 30, 2025[6] - Non-current liabilities significantly increased, primarily due to new convertible bonds of HKD 20,000 thousand[7] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners of the Company significantly decreased from HKD 53,036 thousand at the beginning of the period to HKD 16,478 thousand, primarily due to a loss for the period of HKD 36,666 thousand Consolidated Equity Changes (HKD thousands) | Indicator | As at January 1, 2025 (HKD thousands) | Loss for the period (HKD thousands) | Exchange differences (HKD thousands) | As at June 30, 2025 (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 53,036 | (36,666) | 108 | 16,478 | | Non-controlling interests | 47,499 | (12,161) | - | 35,338 | | Total equity | 96,130 | (48,827) | 108 | 47,411 | - In the corresponding period of 2024, equity attributable to owners of the Company decreased from HKD 115,965 thousand at the beginning of the period to HKD 88,793 thousand, with a loss for the period of HKD 27,104 thousand[8] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group recorded a net cash outflow from operating activities of HKD 70,103 thousand, compared to a net inflow of HKD 82,044 thousand in the prior year, resulting in a net decrease in cash and cash equivalents of HKD 21,952 thousand Consolidated Cash Flow Summary (HKD thousands) | Indicator | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net cash (used in) from operating activities | (70,103) | 82,044 | (152,147) | | Net cash from (used in) investing activities | 6,118 | (78,275) | 84,393 | | Net cash from (used in) financing activities | 42,033 | (69,707) | 111,740 | | Net decrease in cash and cash equivalents | (21,952) | (65,938) | 43,986 | | Cash and cash equivalents at beginning of period | 136,038 | 233,362 | (97,324) | | Cash and cash equivalents at end of period | 114,086 | 167,424 | (53,338) | - Cash flow from investing activities turned from a net outflow in the prior year to a net inflow, primarily reflecting adjustments in investment activities[9] - Cash flow from financing activities turned from a net outflow in the prior year to a net inflow, indicating the company undertook fundraising activities during the period[9] Notes to the Financial Statements This section details the basis of preparation, accounting policies, and specific breakdowns of revenue, segments, tax, loss per share, receivables, payables, share capital, related party transactions, and capital management Basis of Preparation and Accounting Policies The condensed consolidated financial statements are prepared in accordance with HKAS 34 and the Listing Rules, using the historical cost convention, and the first-time application of amendments to HKFRS had no significant impact on financial position - Basis of preparation: Hong Kong Accounting Standard 34 and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[10] - Accounting policies: Prepared on a historical cost basis, with certain financial instruments measured at fair value[11] - New standards applied: First-time application of amendments to HKAS 21 "Lack of Exchangeability" had no significant impact on financial position or performance[12] Revenue Breakdown The Group's revenue primarily comes from the retail segment, with sales of furniture and household goods being the largest contributor, though revenue in this category significantly decreased year-on-year, while financial services revenue increased, with Hong Kong remaining the primary market Revenue by Type of Goods or Services (HKD thousands) | Type of Goods or Services | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of furniture and household goods | 290,177 | 386,524 | -24.9% | | Sales of electrical appliances | 24,382 | 34,726 | -29.8% | | Sales of custom-made furniture | 16,622 | 20,533 | -19.0% | | Total retail segment revenue | 331,181 | 441,783 | -25.0% | | Management fees from asset management services | 1,959 | 1,643 | 19.2% | | Other financial services | 17,882 | 15,468 | 15.6% | | Total revenue | 351,022 | 458,894 | -23.5% | | Revenue Recognition Timing | | | | | At a point in time | 309,540 | 406,266 | -23.8% | | Over time | 41,482 | 52,628 | -21.2% | | Geographical Markets | | | | | Hong Kong | 349,638 | 457,599 | -23.5% | | China | 1,384 | 1,295 | 6.9% | - Retail segment revenue decreased by 25.0% year-on-year, which is the primary reason for the total revenue decline[13] - Management fees from asset management services and other financial services revenue both achieved growth[13] Business and Geographical Segments The Group's operations are divided into retail, investment management, and other financial services segments, with all segments recording losses in the first half of 2025, and Hong Kong remaining the primary geographical market - Business segments include: Retail (sales of furniture, household goods, electrical appliances), Investment Management (asset management services), and Other Financial Services (provided by Celestial Finance)[15] Segment Revenue and Results (HKD thousands) | Segment | June 30, 2025 Revenue (HKD thousands) | June 30, 2025 Results (HKD thousands) | June 30, 2024 Revenue (HKD thousands) | June 30, 2024 Results (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Retail | 331,181 | (20,641) | 441,783 | (7,356) | | Investment Management | 1,959 | (11,175) | 1,643 | 3,840 | | Other Financial Services | 17,882 | (8,598) | 15,468 | (22,760) | | Consolidated | 351,022 | (40,414) | 458,894 | (26,276) | - Retail segment results expanded from a loss of HKD 7,356 thousand in 2024 to a loss of HKD 20,641 thousand in 2025[16] - Investment management segment turned from a profit of HKD 3,840 thousand in 2024 to a loss of HKD 11,175 thousand in 2025[16] - Other financial services segment loss significantly narrowed from HKD 22,760 thousand in 2024 to HKD 8,598 thousand in 2025[16] - The Group's principal operations are located in Hong Kong, with revenue from outside Hong Kong being immaterial[17] Income Tax Expense The Group incurred no income tax expense during the reporting period, with Hong Kong profits tax calculated under a two-tiered tax rate system and PRC subsidiaries taxed at 25% Income Tax Expense (HKD thousands) | Indicator | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Income tax expense | – | – | - Hong Kong profits tax is calculated at 8.25% on the first HKD 2,000,000 of assessable profits and 16.5% on the remainder[19] - PRC subsidiaries are taxed at 25%[19] Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the Company was HKD 45.4 cents, an increase from HKD 33.6 cents in the prior year Loss Per Share Calculation (HKD thousands, except per share data) | Indicator | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Loss for the purpose of calculating basic and diluted loss per share | (36,666) | (27,104) | | Weighted average number of ordinary shares (thousands) | 80,720 | 80,720 | | Basic and diluted loss per share (HK cents) | (45.4) | (33.6) | - The increase in loss per share is consistent with the expanded loss attributable to owners of the Company[20] Trade and Other Receivables and Loans Receivable As of June 30, 2025, total trade and other receivables increased to HKD 145,117 thousand, primarily driven by receivables from securities trading and margin financing businesses, while loans receivable decreased and were subject to impairment assessment Trade and Other Receivables (HKD thousands) | Trade and Other Receivables Category | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Retail business | 1,043 | 1,013 | 3.0% | | Securities trading business | 57,288 | 42,434 | 35.0% | | Margin financing business | 122,011 | 114,506 | 6.6% | | Futures and options trading business | 20,018 | 15,469 | 29.4% | | Less: Impairment allowance | (55,243) | (55,243) | 0.0% | | Total trade and other receivables | 145,117 | 118,179 | 22.8% | Loans Receivable (HKD thousands) | Loans Receivable Category | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | HKD revolving loans | 6,423 | 12,139 | -47.1% | | USD revolving loans | 54 | 54 | 0.0% | | Less: Impairment allowance | (1,307) | (1,307) | 0.0% | | Total loans receivable | 5,170 | 10,886 | -52.5% | - Credit terms for retail business trade receivables average 30 to 60 days[21] - Loans receivable have been individually assessed for impairment and bear interest at floating rates[23] Trade and Other Payables As of June 30, 2025, total trade and other payables increased to HKD 522,830 thousand, primarily driven by an increase in payables from securities trading business, with retail business trade payables having credit terms of 15 to 90 days Trade and Other Payables (HKD thousands) | Trade and Other Payables Category | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Retail business | 101,025 | 102,775 | -1.7% | | Securities trading business | 394,787 | 323,499 | 22.0% | | Futures and options trading business | 27,018 | 28,083 | -3.8% | | Total trade and other payables | 522,830 | 454,357 | 15.1% | - Settlement terms for trade payables from securities trading business are two days after the transaction date, and one day for futures and options business[25] - All trade and other payables, except for amounts due to clients from securities trading business, are non-interest bearing[27] Share Capital As of June 30, 2025, the Company's authorized share capital was HKD 30,000 thousand, and issued and fully paid share capital was HKD 16,144 thousand, with 80,720 thousand shares, remaining unchanged from the beginning of the period Share Capital Structure | Category | Par Value (HKD) | Number of Shares (thousands) | Amount (HKD thousands) | | :--- | :--- | :--- | :--- | | Authorized ordinary shares | 0.20 | 150,000 | 30,000 | | Issued and fully paid ordinary shares | 0.20 | 80,720 | 16,144 | - The share capital structure remained unchanged during the reporting period[28] Related Party Transactions The Group engaged in transactions with related parties during the period, including commission income, interest income, and interest expenses, with commission and interest income from directors increasing, while interest expenses paid to a related party decreased Related Party Transactions (HKD thousands) | Transaction Type | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Commission income and interest income from directors | 55 | 31 | 77.4% | | Interest expense paid to a related party | 3,186 | 4,220 | -24.5% | - Commission and interest income from Dr. Kwan Pak Hoo Bankee and Mr. Cheung Tsz Yui increased[29] - Mr. Law Hin Yeung resigned as a director of Celestial Asia Finance Holdings Limited during the period ended June 30, 2024[29] Capital Risk Management and Dividends The Group aims to optimize its capital structure to ensure continuous operation and maximize shareholder returns, with regulated entities complying with financial resources requirements, and the Board not recommending any dividend for the six months ended June 30, 2025 - Capital management strategy: Optimize debt and equity balance to ensure continuous operation and maximize shareholder returns[30] - Regulatory compliance: The Group's regulated entities complied with the minimum paid-up capital and liquid capital requirements under the Securities and Futures (Financial Resources) Rules of the SFC in Hong Kong[30] - Dividend policy: The Board does not recommend any dividend for the six months ended June 30, 2025 (also none for the corresponding period in 2024)[31] Management Discussion and Analysis This section provides a detailed review of the Group's financial performance, cash flow, financial resources, material transactions, fundraising activities, and a summary of key financial and operational metrics Financial Review In the first half of 2025, the Group's revenue decreased by 23.5% year-on-year to HKD 351 million, and loss for the period expanded to HKD 48.8 million, with retail business loss significantly increasing, investment management business turning to loss, and other financial services business loss narrowing - Overall revenue: Recorded HKD 351 million in H1 2025, a 23.5% decrease from HKD 458.9 million in H1 2024[32] - Loss for the period: Net loss of HKD 48.8 million in H1 2025, a 46.5% increase from HKD 33.3 million in H1 2024[32] Overall Financial Performance In the first half of 2025, global financial markets were volatile, with the Group's revenue and net loss deteriorating due to shifts in US policies - Global financial markets experienced volatility due to shifts in US policies, including trade tariffs, fiscal expansion, and geopolitical factors[32] Retail Business (Pricerite Group) Financial Performance Pricerite Group's revenue decreased by 25% year-on-year to HKD 331 million, and segment loss increased from HKD 7 million to HKD 21 million, mainly due to a high base effect from last year's policy-stimulated sales and weak consumer sentiment in H1 2025 - Retail sales value: Hong Kong's retail sales value declined by 3.3% year-on-year, with sales volume decreasing by 4.7%, and the furniture sector's sales value decreasing by 18.9%[33] - Revenue: HKD 331 million (H1 2024: HKD 442 million), a 25% decrease[34] - Segment loss: Increased from HKD 7 million to HKD 21 million[34] - Main reasons: High base effect from last year's government policy-stimulated sales and weak consumer sentiment in H1 2025[34] Investment Management Business (Celestial Quant Group) Financial Performance Investment management business revenue increased to HKD 2 million, but segment results turned from a profit of HKD 3.8 million in the prior year to a loss of HKD 11.2 million, mainly due to increased US tariffs and financial market volatility - Revenue: HKD 2 million (H1 2024: HKD 1.6 million)[35] - Segment results: Turned from a profit of HKD 3.8 million to a loss of HKD 11.2 million[35] - Main reasons: Increased US tariffs adding uncertainty and volatility to financial markets, leading to ineffective asset management strategies[35] Other Financial Services Business (Celestial Finance) Financial Performance Other financial services business revenue increased to HKD 17.9 million, and segment loss significantly narrowed to HKD 8.6 million, indicating improved business performance - Revenue: HKD 17.9 million (H1 2024: HKD 15.5 million)[36] - Segment loss: HKD 8.6 million (H1 2024: HKD 22.8 million), a significant narrowing of loss[36] Cash Flow and Financial Resources As of June 30, 2025, equity attributable to owners of the Company significantly decreased by 50.7% to HKD 47.4 million, mainly due to loss for the period, while cash and bank balances increased to HKD 513.9 million, and total outstanding borrowings increased to HKD 277.7 million, leading to a significantly higher gearing ratio of 585.7% - Equity attributable to owners of the Company: HKD 47.4 million (end of 2024: HKD 96.1 million), a 50.7% decrease[37] - Cash and bank balances: HKD 513.9 million (end of 2024: HKD 477.5 million), a 7.6% increase[37] - Total outstanding borrowings: HKD 277.7 million (end of 2024: HKD 259.2 million), a 7.1% increase[38] - Current ratio: 1.0 times (consistent with end of 2024)[38] - Gearing ratio: 585.7% (end of 2024: 269.7%), a significant increase primarily due to loss for the period[38] - Foreign exchange risk: No significant unhedged foreign exchange risk or interest rate mismatch at period-end[39] Material Transactions and Fundraising Activities The Group did not undertake any material acquisitions or disposals during the reporting period, raised HKD 40 million through convertible bonds for general working capital, and had no significant capital commitments, litigation, or contingent liabilities at period-end, with material investments in financial assets at fair value through profit or loss recording a net gain of HKD 6.3 million - Material acquisitions and disposals: No material acquisitions or disposals during the period[40] - Convertible bond issuance: Issued convertible bonds with a total principal amount of HKD 40 million, with HKD 20 million completed on June 19, 2025, and another HKD 20 million completed on August 8, 2025[41] - Use of proceeds: Net proceeds are intended for general working capital, including staff salaries, utilities, and other operating expenses[41][43] - Capital commitments: No significant outstanding capital commitments at period-end[44] - Litigation and contingent liabilities: No significant outstanding litigation or contingent liabilities at period-end[45] - Material investments: Financial assets at fair value through profit or loss had a market value of approximately HKD 64 million, recording a net gain of HKD 6.3 million[46] Financial and Operational Summary The Group's total revenue decreased by 23.5%, with retail business down 25%, while investment management and other financial services revenue increased, leading to a 35.4% expansion in loss attributable to owners of the Company and a loss per share of HKD 45.4 cents, alongside negative retail same-store growth and a turn from gain to loss in investment management's financial assets Revenue by Segment (HKD thousands) | Revenue Category | June 30, 2025 | June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Retail | 331,181 | 441,783 | (25.0%) | | Investment Management | 1,959 | 1,643 | 19.2% | | Other Financial Services | 17,882 | 15,468 | 15.6% | | Group Total | 351,022 | 458,894 | (23.5%) | Key Financial and Operational Indicators | Key Financial Indicator | June 30, 2025 | June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Loss attributable to owners of the Company (HKD millions) | 36.7 | 27.1 | 35.4% | | Loss per share (HK cents) | 45.4 | 33.6 | 35.1% | | Total assets (HKD millions) | 1,104.7 | 1,196.6 | (7.7%) | | Bank balances and cash (HKD millions) | 147.3 | 210.7 | (30.1%) | | Borrowings (HKD millions) | 277.7 | 292.4 | (5.0%) | | Retail revenue per sq. ft. (HKD) | 278 | 317.0 | (12.3%) | | Retail same store growth (vs. prior period) | (19.3%) | 5.4% | Not applicable | | Retail inventory turnover days | 25.0 | 24.0 | 4.2% | | Net gain/(loss) from financial assets at FVTPL for Investment Management (HKD millions) | (4.7) | 7.1 | (166.2%) | | Annualized average brokerage income per active client for Other Financial Services (HKD thousands) | 0.8 | 0.5 | 60.0% | - Retail business same-store growth turned from 5.4% in the prior year to -19.3%, reflecting market challenges[49] - Net gain/(loss) from financial assets at fair value through profit or loss in investment management business turned from a gain of HKD 7.1 million in the prior year to a loss of HKD 4.7 million[49] Industry and Business Review This section reviews the performance and strategic initiatives across the Group's retail management, algorithmic trading, and other financial services businesses, highlighting market conditions and future outlook Retail Management Business (Pricerite Group) Hong Kong's retail sector remains under pressure, with furniture and home furnishings being the worst-performing segment, while Pricerite Group actively responds to market challenges by optimizing its business model, launching a new brand "Pricerite | Create Home" for public housing customers, streamlining store operations, expanding pricing strategies, and strengthening e-commerce collaborations - Hong Kong's total retail sales value declined by 3.3% year-on-year, with furniture and fixtures sales value decreasing by 19.0% year-on-year[50] - Launched a new brand, "Pricerite | Create Home," specifically for public housing residents, offering custom-made furniture and renovation services[52] - Optimized store operations, sought rent reductions, revised frontline staff incentive plans, and expanded the "new low price" pricing strategy[53] - In e-commerce, collaborated with platforms like HKTV Mall and JD.com, and innovated online store pages to offer a more diversified product range[54] - Outlook: Consumer market recovery depends on interest rates, housing market stability, and consumer confidence, with Pricerite continuing to enhance customer satisfaction and operational efficiency[55] Algorithmic Trading Business (Celestial Quant Group) International commodity trade markets were volatile, while the Hong Kong stock market saw a strong rebound, with Celestial Quant Group's managed funds performing well, and business development focusing on product innovation, AI-driven analysis, and distribution channel expansion - International commodity trade markets experienced increased volatility, while the Hong Kong stock market saw a strong rebound, with new share issuance market fundraising more than sevenfold[56] - Celestial Premium Value Stock Fund achieved a 28% return in the first half, and Quantphem Multi-Strategy Select Fund achieved a 13% return[57] - Product innovation: Celestial Premium Value Stock Fund expanded its investment mandate and initiated new thematic strategies focusing on virtual assets[58] - Distribution expansion: Strengthened the internal sales team, enhanced cooperation with external distributors, and explored digital channels[58] - Outlook: Global markets remain cautiously optimistic, with the Hong Kong stock market expected to continue its upward trend, and strategic plans focusing on innovation, resilience, and growth, integrating AI technology into research and risk management systems[59][60] Other Financial Services Business (Celestial Finance) The Hong Kong stock market performed strongly, with the Hang Seng Index climbing over 20% and average daily turnover significantly increasing, while Celestial Finance fully implemented AI solutions, launched Hong Kong's first no-code AI algorithmic trading platform Quantphemes, successfully expanded family office services, and strengthened its influence in mainland China - Hong Kong stock market performed strongly, with the Hang Seng Index climbing over 20% and average daily turnover recording a 118% year-on-year increase[61] - The new share issuance market regained momentum, with Hong Kong firmly holding its position as the world's leading IPO market[62] - Fully implemented AI solutions in business operations to enhance risk management efficiency and reduce customer communication processing time[64] - Launched Hong Kong's first no-code AI algorithmic trading platform, Quantphemes, offering professional quantitative trading services to the general public[64] - Family office department successfully expanded its 3I (Insurance, Investment, Immigration) services, achieving record-high premium income[65] - Strengthened influence in mainland China, with plans to open offices in the Yangtze River Delta and enhance brand awareness through social media activities[65] - Outlook: Broad opportunities in Hong Kong's IPO sector, defensive stocks in the US market may offer opportunities, with strategic focus on strengthening cross-border cooperation, expanding immigration and education center services, and leveraging AI technology to enhance customer service[67][68] Corporate Governance and Other Information This section covers employee information, directors' and major shareholders' interests in securities, share option schemes, corporate governance practices, and details of the company's securities transactions Employee Information As of June 30, 2025, the Group employed 481 staff, with remuneration based on performance, experience, and market conditions, providing MPF schemes, medical insurance, discretionary share options, performance bonuses, and sales commissions, and implementing various training programs to enhance employee skills and company competitiveness - Number of employees: 481[69] - Total staff costs: Approximately HKD 71,000,000[69] - Employee benefits: Include Mandatory Provident Fund schemes, medical insurance plans, discretionary share options, performance bonuses, and sales commissions[70] - Training: Implemented various training programs covering product knowledge, customer service, sales techniques, professional regulatory training, and orientation training for new employees[71] Directors' Interests in Securities As of June 30, 2025, Dr. Kwan Pak Hoo Bankee and his controlled corporations held approximately 69.62% of the Company's shares and related share interests, with other directors holding minor stakes, and Dr. Kwan Pak Hoo Bankee and his controlled corporations holding approximately 70.53% of Celestial Finance's share interests Directors' Interests in the Company's Shares | Name | Capacity/Nature of Interest | Number of Shares (thousands) | Number of Related Shares (thousands) | Total Number of Shares (thousands) | Approximate Shareholding (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Kwan Pak Hoo Bankee | Beneficial owner and interest of controlled corporation | 40,197.6 | 16,000.0 | 56,197.6 | 69.62 | | Leung Siu Pong | Beneficial owner | 37.6 | – | 37.6 | 0.05 | - Dr. Kwan Pak Hoo Bankee holds a significant number of the Company's shares and convertible bond-related shares through Cash Guardian Limited[72] - Mr. Leung Siu Pong resigned as a director on July 2, 2025[72] Directors' Interests in Celestial Finance Shares | Name (Celestial Finance) | Capacity | Personal Shareholdings (thousands) | Corporate Interest Shareholdings (thousands) | Shareholding (%) | | :--- | :--- | :--- | :--- | :--- | | Kwan Pak Hoo Bankee | Beneficial owner and interest of controlled corporation | 26,124 | 277,989.6 | 70.53 | | Kwan Ting Hin | Beneficial owner | 4,476 | – | 1.04 | | Cheung Tsz Yui | Beneficial owner | 2,004 | – | 0.46 | Share Option Schemes No share options were granted, exercised, lapsed, or cancelled under the Company's share option scheme during the reporting period, while under Celestial Finance's scheme, 525,000 share options remained unexercised as of June 30, 2025, with vesting conditions linked to performance targets, and no share awards were granted under Celestial Finance's share award scheme - Company's share option scheme: A total of 8,072,018 shares are available for issue, representing approximately 10% of issued shares, with no share option activities during the period[75] Celestial Finance Share Options | Participant (Celestial Finance) | Grant Date | Exercise Period | Exercise Price Per Share (HKD) | Unexercised as at January 1, 2025 (options) | Lapsed during the period (options) | Unexercised as at June 30, 2025 (options) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Employee participants | 29/07/2021 | 01/08/2021–31/07/2025 | 0.572 | 525,000 | – | 525,000 | - Celestial Finance share options vest in four tranches and are subject to performance milestones/indicators[78] - Celestial Finance share award scheme: The trustee held 18,282,000 shares of Celestial Finance, with no share awards granted during the period[77] Major Shareholders As of June 30, 2025, Hobart Assets Limited and Cash Guardian Limited were the Company's major shareholders, holding approximately 68.87% of the shares and related share interests, with Dr. Kwan Pak Hoo Bankee deemed to be interested in these holdings, alongside other major shareholders including Mr. Wong Shui Ming, Mr. Lai Wing Hung, Ms. Leung Ka Mei, Mr. Tam Cheuk Ho, and Mr. Law Ping Wah Major Shareholders' Interests in the Company's Shares | Name/Entity | Capacity | Number of Shares (thousands) | Number of Related Shares (thousands) | Total Number of Shares (thousands) | Shareholding (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Hobart Assets Limited | Interest of controlled corporation | 39,599.1 | 16,000.0 | 55,599.1 | 68.87 | | Cash Guardian Limited | Beneficial owner | 39,599.1 | 16,000.0 | 55,599.1 | 68.87 | | Mr. Wong Shui Ming | Beneficial owner, interest of controlled corporation and other interests | 4,110.2 | – | 4,110.2 | 5.09 | | Mr. Lai Wing Hung | Beneficial owner, interest of controlled corporation and other interests | 4,847.4 | – | 4,847.4 | 6.00 | | Ms. Leung Ka Mei | Beneficial owner and other interests | 4,847.4 | – | 4,847.4 | 6.00 | | Mr. Tam Cheuk Ho | Interest of controlled corporation | 3,163.8 | 3,200.0 | 6,363.8 | 7.88 | | Mr. Law Ping Wah | Beneficial owner | 2,501.2 | 3,200.0 | 5,701.2 | 7.06 | - Dr. Kwan Pak Hoo Bankee is deemed to be interested in the shares and related share interests held by Hobart Assets Limited and Cash Guardian Limited[79] - Related shares refer to shares to be issued upon full conversion of convertible bonds[79] Corporate Governance The Company strictly complied with the Corporate Governance Code during the reporting period, with two deviations: the roles of Chairman and Chief Executive Officer are combined in Dr. Kwan Pak Hoo Bankee, and three independent non-executive directors have served for over nine years without new appointments, though the Board believes these deviations do not adversely affect the Company - Compliance status: The Company has strictly complied with the code provisions of the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules[82] - Deviation 1: The roles of Chairman and Chief Executive Officer are combined in Dr. Kwan Pak Hoo Bankee, which the Board believes provides strong leadership and enhances decision-making efficiency[85] - Deviation 2: Three independent non-executive directors (Mr. Leung Ka Kui, Mr. Wong Chor Yan, Dr. Chan Hak Sin) have served for over nine years, but no new independent non-executive directors have been appointed; the Board believes they maintain independent judgment and contribute to board stability[85] - Compliance with Model Code: All directors confirmed full compliance with the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules[83] - Results review: This interim results announcement has not been reviewed by the Company's auditor but has been reviewed by the Company's Audit Committee[84] Purchase, Sale or Redemption of the Company's Securities For the six months ended June 30, 2025, the Company repurchased a total of 22,000 shares on the Stock Exchange in two transactions, with prices ranging from HKD 0.58 to HKD 0.78, and no other repurchases, sales, or redemptions of listed securities occurred during the period Share Repurchase Details | Repurchase Date | Number of Shares Repurchased (shares) | Highest Price Paid (HKD) | Lowest Price Paid (HKD) | | :--- | :--- | :--- | :--- | | April 7, 2025 | 10,000 | 0.78 | 0.78 | | April 17, 2025 | 12,000 | 0.59 | 0.58 | | Total | 22,000 | | | - No other listed securities were repurchased, sold, or redeemed by the Company during the period[86]