米兰站(01150) - 2025 - 中期业绩

Company Information This section provides an overview of the company's corporate structure, including its board composition, committees, and fundamental registration details Board of Directors and Committee Composition The company's Board of Directors comprises two executive directors and three independent non-executive directors, supported by audit, remuneration, and nomination committees for effective corporate governance - The Board members include executive directors Mr. Hu Bo and Ms. Ji Guiping, and independent non-executive directors Mr. Chan Chi Hung, Mr. To Kin Chuen, and Mr. Choi Kam Yan[8] - The Audit Committee is chaired by Mr. To Kin Chuen, the Remuneration Committee by Mr. To Kin Chuen, and the Nomination Committee by Mr. Hu Bo[8] Company Basic Information The company is incorporated in the Cayman Islands with its headquarters in Kowloon, Hong Kong, stock code 1150, and primary banking relationships with OCBC Wing Hang Bank, DBS Bank (Hong Kong), and China Construction Bank (Asia) - The company's stock code is 1150[9] - Key banking relationships include OCBC Wing Hang Bank Limited, DBS Bank (Hong Kong) Limited, and China Construction Bank (Asia) Corporation Limited[9] - The company's website is www.milanstation.com.hk[9](index=9&type=chunk) Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the Group reported a net loss of approximately HK$11.0 million, a significant 48.8% reduction year-on-year, primarily due to a narrower fair value change loss on financial assets at fair value through profit or loss Key Financial Data from Condensed Consolidated Statement of Profit or Loss | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 50,057 | 63,159 | (13,102) | -20.7% | | Cost of Sales | (44,314) | (59,105) | 14,791 | -25.0% | | Gross Profit | 5,743 | 4,054 | 1,689 | 41.7% | | Other Income and Other Gains | 729 | 3,676 | (2,947) | -80.2% | | Fair Value Change Loss on Financial Assets at Fair Value Through Profit or Loss | (1,878) | (11,341) | 9,463 | -83.4% | | Operating Loss | (10,199) | (20,780) | 10,581 | -50.9% | | Loss for the Period | (11,023) | (21,521) | 10,498 | -48.8% | | Basic Loss Per Share (HK Cents) | (1.04) | (2.44) | 1.40 | -57.4% | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's total comprehensive loss was HK$11.0 million, a substantial 48.0% decrease year-on-year, mainly driven by the narrowed loss for the period Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss for the Period | (11,023) | (21,521) | 10,498 | -48.8% | | Exchange Differences Arising from Translation of Foreign Operations | (1) | 316 | (317) | -100.3% | | Total Comprehensive Loss for the Period | (11,024) | (21,205) | 10,181 | -48.0% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's net assets were HK$61.2 million, a 15.3% decrease from December 31, 2024, primarily due to reductions in current assets like inventories and financial assets Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Non-current Assets | 10,973 | 7,580 | 3,393 | 44.8% | | Current Assets | 81,980 | 96,117 | (14,137) | -14.7% | | Current Liabilities | 17,766 | 19,463 | (1,697) | -8.7% | | Net Current Assets | 64,214 | 76,654 | (12,440) | -16.2% | | Total Assets Less Current Liabilities | 75,187 | 84,234 | (9,047) | -10.7% | | Non-current Liabilities | 13,975 | 11,998 | 1,977 | 16.5% | | Net Assets | 61,212 | 72,236 | (11,024) | -15.3% | | Total Equity | 61,212 | 72,236 | (11,024) | -15.3% | - Non-current assets increased by 44.8%, driven by increases in property, plant and equipment and right-of-use assets[17] - Current assets decreased by 14.7%, primarily due to reductions in inventories, trade receivables, loans receivable, and financial assets at fair value through profit or loss[17] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity attributable to owners of the company decreased to HK$61.2 million, primarily reflecting the loss for the period and minor exchange differences Key Data from Condensed Consolidated Statement of Changes in Equity | Indicator | January 1, 2025 (Audited) (HK$ '000) | Total Comprehensive Income for the Period (HK$ '000) | June 30, 2025 (Unaudited) (HK$ '000) | | :--- | :--- | :--- | :--- | | Share Capital | 42,277 | – | 42,277 | | Share Premium Account | 271,741 | – | 271,741 | | Capital Reserve | 10 | – | 10 | | Merger Reserve | (23,782) | – | (23,782) | | Statutory Reserve | – | – | – | | Exchange Reserve | 527 | (1) | 526 | | Share Option Reserve | – | – | – | | Accumulated Losses | (218,537) | (11,023) | (229,560) | | Total Equity | 72,236 | (11,024) | 61,212 | - The total comprehensive loss for the period was HK$11,024 thousand, leading to a corresponding reduction in total equity[18] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group's net decrease in cash and cash equivalents was HK$1.8 million, primarily due to increased net cash flows used in financing activities Key Data from Condensed Consolidated Statement of Cash Flows | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net Cash Flows from Operating Activities | 5,277 | 3,402 | 1,875 | 55.1% | | Net Cash Flows Used in Investing Activities | (1,196) | (233) | (963) | 413.3% | | Net Cash Flows Used in Financing Activities | (5,888) | (4,640) | (1,248) | 26.9% | | Net Decrease in Cash and Cash Equivalents | (1,807) | (1,471) | (336) | 22.8% | | Cash and Cash Equivalents at End of Period | 9,447 | 9,098 | 349 | 3.8% | - Net cash flows from operating activities increased by 55.1% year-on-year[23] - Net cash flows used in investing activities significantly increased by 413.3%, primarily due to higher acquisitions of property, plant and equipment[23][41] Notes to the Condensed Consolidated Interim Financial Statements This section provides detailed notes to the condensed consolidated interim financial statements, covering company information, basis of preparation, operating segment data, revenue and expense analysis, taxation, loss per share, dividends, asset and liability item details, related party transactions, and financial instrument classification 1. Company Information The company's principal business is investment holding, with its subsidiaries primarily engaged in the retail of handbags, fashion accessories, and ornaments, with no significant change in the Group's principal business nature during the period - The principal business of the Company is investment holding[24] - The principal business of the Company's subsidiaries is the retail of handbags, fashion accessories, and ornaments[24] - There was no significant change in the nature of the Group's principal business during the period[24] 2. Basis of Preparation The unaudited condensed consolidated interim financial statements are prepared in accordance with HKAS 34 and the Listing Rules, with principal accounting policies consistent with the prior year's audited consolidated financial statements, and no significant changes from new or revised HKFRS standards - The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the Listing Rules of the Stock Exchange[25] - The principal accounting policies and methods of computation used in preparing these unaudited condensed consolidated financial statements are consistent with those adopted in the annual audited consolidated financial statements for the year ended December 31, 2024[25] - The adoption of new and revised Hong Kong Financial Reporting Standards has not resulted in significant changes to the Group's accounting policies, financial statement presentation, or reported amounts[26] 3. Operating Segment Information The Group's sole operating segment is the retail of handbags and fashion accessories, with revenue and non-current assets primarily located in Hong Kong, and no single customer accounted for 10% or more of total Group revenue during the period - The Group's principal business is the retail of handbags and fashion accessories, which constitutes its sole operating segment[28] - The Group's revenue is primarily derived from the sale of goods in Hong Kong, where its non-current assets are also mainly located[28] - For the six months ended June 30, 2025 and 2024, no single customer accounted for 10% or more of the Group's total revenue[29] 4. Revenue, Other Income and Other Gains Total revenue for the period decreased by 20.7% to HK$50.1 million, primarily from handbag sales, while other income and gains significantly dropped by 80.2% due to the absence of a gain from subsidiary disposal in the prior period Analysis of Revenue, Other Income and Other Gains | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Sale of handbags | 49,657 | 62,558 | (12,901) | -20.6% | | Sale of fashion accessories | 400 | 601 | (201) | -33.4% | | Total Revenue | 50,057 | 63,159 | (13,102) | -20.7% | | Interest income | 3 | 11 | (8) | -72.7% | | Interest income from loans receivable | 223 | 154 | 69 | 44.8% | | Other income | 503 | 611 | (108) | -17.7% | | Gain on disposal of a subsidiary | – | 2,900 | (2,900) | -100.0% | | Total Other Income and Other Gains | 729 | 3,676 | (2,947) | -80.2% | - The decrease in other income and other gains was primarily due to the gain on disposal of a subsidiary recorded in 2024, which was absent in the current period[30] 5. Finance Costs Finance costs for the period were HK$0.7 million, a slight decrease from the prior period, primarily comprising imputed interest expense on bonds payable and interest expense on lease liabilities Analysis of Finance Costs | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Imputed interest expense on bonds payable | 400 | 320 | 80 | 25.0% | | Interest expense on lease liabilities | 295 | 421 | (126) | -29.9% | | Total Finance Costs | 695 | 741 | (46) | -6.2% | 6. Loss Before Tax The Group's loss before tax significantly narrowed to HK$10.9 million, a 49.3% reduction from the prior period, mainly due to decreased employee benefit expenses, cost of inventories sold, and depreciation expenses Analysis of Loss Before Tax Components | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Employee benefit expenses | 3,793 | 4,807 | (1,014) | -21.1% | | Cost of inventories sold | 44,314 | 59,105 | (14,791) | -25.0% | | Depreciation (property, plant and equipment) | 465 | 1,010 | (545) | -54.0% | | Depreciation (right-of-use assets) | 3,613 | 4,275 | (662) | -15.5% | 7. Income Tax Expense Income tax expense for the period was HK$129 thousand, primarily due to under-provision in the prior year, with no provision for profits tax required as Hong Kong and PRC subsidiaries had no assessable profits - Income tax expense for 2025 was HK$129 thousand, mainly due to under-provision in the prior year[36] - No provision for Hong Kong profits tax and enterprise income tax was required for the period as the Group's Hong Kong entities and PRC subsidiaries had no assessable profits[37] 8. Loss Per Share Both basic and diluted loss per share for the period were (1.04) HK Cents, a significant improvement from (2.44) HK Cents in the prior year, reflecting the narrowed loss for the period, with no potential dilutive ordinary shares outstanding Analysis of Loss Per Share | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss attributable to owners of the Company | (11,023) | (21,521) | 10,498 | -48.8% | | Weighted average number of ordinary shares | 1,056,936,650 | 880,786,650 | 176,150,000 | 20.0% | | Basic Loss Per Share (HK Cents) | (1.04) | (2.44) | 1.40 | -57.4% | | Diluted Loss Per Share (HK Cents) | (1.04) | (2.44) | 1.40 | -57.4% | - For the six months ended June 30, 2025 and 2024, no adjustment was made to the basic loss per share as there were no potential dilutive ordinary shares outstanding during the period[39] 9. Dividends No dividends were paid or proposed for the period, consistent with the prior year - No dividends were paid or proposed during the period (June 30, 2024: Nil)[40] 10. Property, Plant and Equipment The Group acquired approximately HK$1.2 million in property, plant and equipment during the period, a significant increase from the prior year, with no disposals of such assets - For the six months ended June 30, 2025, the Group acquired property, plant and equipment of approximately HK$1,199,000 (six months ended June 30, 2024: HK$244,000)[41] - For the six months ended June 30, 2025, the Group did not dispose of any property, plant and equipment (six months ended June 30, 2024: Nil)[42] 11. Right-of-use Assets A new lease arrangement amounting to approximately HK$6.7 million was entered into during the period, with no new right-of-use assets recognized due to the renewal of existing leases - For the six months ended June 30, 2025, a new lease arrangement amounted to approximately HK$6,672,000 (2024: two new leases amounted to HK$6,885,000)[43] - For the six months ended June 30, 2025, the Group did not recognize new right-of-use assets due to the renewal of existing leases during the period (2024: HK$1,198,000)[43] 12. Trade Receivables As of June 30, 2025, net trade receivables were HK$1.8 million, an 18.2% decrease from December 31, 2024, with the Group maintaining strict control over receivables and typically granting credit terms of 0 to 90 days Analysis of Trade Receivables | Indicator | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade receivables | 2,731 | 3,129 | (398) | -12.7% | | Less: Provision for expected credit losses | (947) | (947) | – | 0.0% | | Net Trade Receivables | 1,784 | 2,182 | (398) | -18.2% | - Customers are generally granted credit terms of 0 to 90 days[45] - The aging analysis of trade receivables shows that receivables aged 7 to 12 months decreased from HK$1,601 thousand to HK$1,029 thousand[46] 13. Loans Receivable As of June 30, 2025, net loans receivable were HK$2.1 million, a 43.2% decrease from December 31, 2024, with these loans being unsecured, bearing 8% annual interest, and repayable within one year Analysis of Loans Receivable | Indicator | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loans receivable | 13,118 | 14,696 | (1,578) | -10.7% | | Less: Provision for expected credit losses | (11,041) | (11,041) | – | 0.0% | | Net Loans Receivable | 2,077 | 3,655 | (1,578) | -43.2% | - Loans receivable are unsecured, bear interest at an annual rate of 8%, and are repayable within one year[47] 14. Trade and Other Payables As of June 30, 2025, total trade and other payables were HK$10.9 million, a 9.8% decrease from December 31, 2024, primarily due to a reduction in trade payables Analysis of Trade and Other Payables | Indicator | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade payables | 602 | 1,989 | (1,387) | -69.7% | | Accruals | 7,828 | 7,805 | 23 | 0.3% | | Other payables | 2,447 | 2,326 | 121 | 5.2% | | Deposits received | 56 | – | 56 | N/A | | Total | 10,933 | 12,120 | (1,187) | -9.8% | - All trade payables are aged within 1 month[49] 15. Share Capital As of June 30, 2025, the company's authorized and issued and fully paid share capital remained unchanged at HK$80.0 million and HK$42.3 million, respectively - Authorized share capital consists of 2,000,000,000 ordinary shares of HK$0.04 each, totaling HK$80,000 thousand[50] - Issued and fully paid share capital comprises 1,056,936,650 ordinary shares of HK$0.04 each, totaling HK$42,277 thousand[50] 16. Related Party Transactions Related party transactions for the period included lease liabilities with a company indirectly wholly-owned by the former chairman and key management personnel remuneration, with lease liabilities reduced to zero by period-end and a decrease in key management personnel remuneration Related Party Transactions: Lease Liabilities and Related Interest Expenses | Indicator | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | 2025 Interest Expense (HK$ '000) | 2024 Interest Expense (HK$ '000) | | :--- | :--- | :--- | :--- | :--- | | Lease liabilities | – | 440 | – | 29 | Key Management Personnel Remuneration | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Short-term employee benefits | 942 | 1,526 | (584) | -38.3% | | Post-employment benefits | 18 | 36 | (18) | -50.0% | | Total | 960 | 1,562 | (602) | -38.5% | - Lease liabilities relate to a lease agreement with Top Wind Limited, indirectly wholly-owned by Mr. Yiu Kwan Tat, former Chairman and Executive Director[54] 17. Financial Instruments by Category As of June 30, 2025, financial assets at fair value through profit or loss (listed securities) decreased to HK$32.2 million, with changes observed in both financial assets and financial liabilities measured at amortized cost Financial Assets Classification | Indicator | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss: Listed securities | 32,235 | 35,014 | (2,779) | -7.9% | | Financial assets at amortized cost: Trade receivables | 1,784 | 2,182 | (398) | -18.2% | | Financial assets at amortized cost: Loans receivable | 2,077 | 3,655 | (1,578) | -43.2% | | Financial assets at amortized cost: Deposits and other receivables | 3,440 | 6,078 | (2,638) | -43.4% | | Financial assets at amortized cost: Cash and bank balances | 9,447 | 11,249 | (1,802) | -16.0% | Financial Liabilities Classification | Indicator | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | Change (HK$ '000) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Financial liabilities at amortized cost: Trade payables | 602 | 1,989 | (1,387) | -69.7% | | Financial liabilities at amortized cost: Bonds payable | 6,891 | 7,131 | (240) | -3.4% | | Financial liabilities at amortized cost: Accruals and other payables | 10,331 | 12,120 | (1,789) | -14.8% | | Financial liabilities at amortized cost: Lease liabilities | 13,367 | 11,648 | 1,719 | 14.8% | 18. Approval of Unaudited Condensed Consolidated Interim Financial Statements The Board of Directors approved and authorized for issue the unaudited condensed consolidated interim financial statements on August 27, 2025 - The Board of Directors approved and authorized for issue the unaudited condensed consolidated interim financial statements on August 27, 2025[57] Management Discussion and Analysis This section outlines the Group's operating environment, business performance, and financial position for the first half of 2025, highlighting improved gross profit margins and significantly reduced net loss through cost control and quality management despite retail challenges, while also addressing future market opportunities and strategic responses Market Overview From May to July 2025, Hong Kong's unemployment rate rose to 3.7%, posing challenges for retail sales despite a slight increase in total retail sales value in June, while US-China relations, geopolitical tensions, and monetary policy uncertainties necessitate cautious business planning - The seasonally adjusted unemployment rate rose to 3.7% during May to July 2025[59] - The provisional estimate of total retail sales value in June 2025 was HK$30.1 billion, representing a 0.7% increase compared to the same month in 2024[59] - Retail sales began to face challenges, primarily due to rising unemployment affecting customer purchasing behavior[59] - Adverse factors such as US-China relations, geopolitical tensions, and evolving monetary policy stances of major central banks necessitate more cautious business planning by enterprises[59] Business Review The Group's total revenue decreased by 20.7% to HK$50.1 million, but gross profit increased by 41.7% to HK$5.7 million, and net loss decreased by 48.8% to HK$11.0 million, primarily due to reduced fair value change loss on financial assets, while the Group maintained focus on "Authentic Goods" principles, quality management, and a prudent store expansion strategy - The Group's total revenue decreased by approximately 20.7% to approximately HK$50.1 million, with revenue generated from the Hong Kong market[60][61] - The Group's gross profit was approximately HK$5.7 million, an increase of 41.7% compared to the same period last year[60] - The Group recorded a net loss of approximately HK$11.0 million, a 48.8% reduction from the same period last year, primarily due to a decrease in fair value change loss on financial assets at fair value through profit or loss[60] - The Group adheres to the principle of providing "Authentic Goods" to customers, establishing stringent and systematic product verification schemes, and continuously investing more human resources in product quality management[61][62] - The Group maintains a prudent store network expansion strategy, seeking to open new stores in better locations at lower rents while focusing on cost control[62] - As of June 30, 2025, the Group held listed securities with a fair value of approximately HK$32.2 million (December 31, 2024: HK$35.0 million) under financial assets at fair value through profit or loss in Hong Kong[62] Financial Review This section provides a detailed review of the Group's financial performance, including revenue segmentation by product category, price range, and geographical location, cost of sales, gross profit, inventory analysis, other income and gains, fair value change loss on financial assets, selling and administrative expenses, and ultimately, loss attributable to owners of the company Employees and Remuneration Policy As of June 30, 2025, the Group's employee count decreased to 20 from 28 on December 31, 2024, with remuneration policy based on rank, performance, experience, and market trends, including basic salary, allowances, insurance, and commission/bonuses - As of June 30, 2025, the Group had a total of 20 employees (December 31, 2024: 28 employees)[79] - The Group's remuneration policy is determined based on employees' rank, performance, experience, and market trends, with benefits including basic salary, allowances, insurance, and commission/bonuses[79] Liquidity and Financial Resources As of June 30, 2025, the Group had no bank borrowings, with cash and bank balances of HK$9.4 million, total liabilities of HK$31.7 million, and shareholders' equity of HK$61.2 million, resulting in a capital gearing ratio of 33.1%, current ratio of 4.6, and quick ratio of 2.9 - As of June 30, 2025, and December 31, 2024, the Group had no bank borrowings[80] Key Data on Liquidity and Financial Resources | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and bank balances (HK$ Million) | 9.4 | 11.2 | | Total liabilities (HK$ Million) | 31.7 | 31.5 | | Shareholders' equity (HK$ Million) | 61.2 | 72.2 | | Capital gearing ratio | 33.1% | 26.0% | | Current ratio | 4.6 | 4.9 | | Quick ratio | 2.9 | 3.0 | Pledge of Assets As of June 30, 2025, and December 31, 2024, the Group had not pledged any assets or bank deposits to banks for borrowings or general banking facilities - As of June 30, 2025, and December 31, 2024, the Group had no bank borrowings or general banking facilities, and thus no assets or bank deposits were pledged to banks[81] Foreign Exchange Policy The Group primarily transacts in HKD, RMB, and USD, aiming to maintain a balanced position in the same currencies, without engaging in foreign exchange hedging arrangements, and considers foreign exchange transaction risk at an acceptable level - The Group primarily conducts its trading transactions in Hong Kong Dollars, Renminbi, and US Dollars[82] - It is the Group's policy to maintain a balance in its purchases and sales in the same currencies[82] - The Group has not entered into any foreign exchange hedging arrangements, and the Directors believe that the Group's exposure to transactional foreign exchange risk in currencies other than its functional currency is maintained at an acceptable level[82] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[85] Capital Commitments As of June 30, 2025, and December 31, 2024, the Group had no capital commitments regarding property, plant and equipment - As of June 30, 2025, and December 31, 2024, the Group had no capital commitments in respect of property, plant and equipment[86] Material Investments The Group's material investments primarily consist of listed securities at fair value through profit or loss, with a total fair value of HK$32.2 million, and the Group will closely monitor portfolio performance and maintain a prudent investment strategy Analysis of Material Investments | Company | Stock Code | Fair Value as of January 1, 2024 (HK$ '000) | Fair Value as of June 30, 2025 (HK$ '000) | Fair Value Loss (HK$ '000) | Approximate Percentage of Total Assets (June 30, 2025) | | :--- | :--- | :--- | :--- | :--- | :--- | | China Investment and Finance Group Limited | 1226 | 6,198 | 8,115 | 1,220 | 8.7% | | Harbour Digital Industry Capital Limited | 913 | 5,278 | 5,487 | 209 | 5.9% | | Others | | 23,538 | 18,633 | 5,011 | | | Total | | 35,014 | 32,235 | 3,582 | | - The Group will closely monitor the performance of this investment portfolio and continue to maintain a prudent investment strategy, aiming to enhance capital utilization and generate additional investment returns from the Group's idle funds[62] Outlook Looking ahead, government initiatives to boost tourism and the Greater Bay Area development are expected to create opportunities for Hong Kong's retail sector; however, rising unemployment, US-China relations, geopolitical tensions, and the pandemic still pose challenges, which management will address by seizing opportunities, strengthening resources, and implementing prudent business policies - The government has launched various initiatives to encourage tourism, thereby stimulating local retail and consumption-related spending, which in turn boosts local consumer sentiment[88] - The development of the Greater Bay Area economic zone is also expected to provide new opportunities for Hong Kong's luxury retailers to expand their business scope and customer base[88] - Various uncertainties, including rising unemployment, US-China relations, geopolitical tensions, evolving policy stances of major central banks, and the recent global spread of the pandemic, pose challenges to the global economic outlook[88] - Management should continue to seize any opportunities arising in the market, strengthen resources to maintain a leading position in the luxury handbag and accessories trading industry, and simultaneously implement more prudent business policies[88] Other Information This section provides information on corporate governance, directors' and substantial shareholders' interests, share option schemes, securities dealings, compliance with corporate governance code, material acquisitions or disposals, post-reporting period events, and the composition and responsibilities of the audit, remuneration, and nomination committees Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations As of June 30, 2025, Executive Director Mr. Hu Bo held 2,210,000 shares of the Company, representing 0.21% of the total issued shares, with no other directors or chief executives holding any interests or short positions Directors' Long Positions in Shares of the Company | Name of Participant | Number of Shares Held | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | | Mr. Hu Bo (Executive Director) | 2,210,000 | 0.21% | - Save as disclosed above, as of June 30, 2025, no Director or chief executive of the Company or any of their associates had any interests or short positions in the shares, underlying shares, or debentures of the Company or any of its associated corporations[90] Share Options The company has a share option scheme adopted on June 30, 2021, and for the six months ended June 30, 2025, no share options were granted, exercised, lapsed, or reclassified, nor were there any outstanding share options - The Company has a share option scheme adopted on June 30, 2021[91] - For the six months ended June 30, 2025, no share options were granted, exercised, lapsed, or reclassified under the scheme[92] - As of June 30, 2025, there were no outstanding share options under the scheme[92] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, to the best knowledge of the Directors, no person held interests or short positions in shares or underlying shares disclosable under the SFO, or held 10% or more of the voting equity interest in any other Group member - As of June 30, 2025, no person had or was deemed to have any interests or short positions in the shares or underlying shares that were required to be disclosed to the Company and the Stock Exchange under Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance[94] - Furthermore, no person directly or indirectly owned an interest of 10% or more in the nominal value of any class of share capital carrying voting rights in all circumstances at general meetings of any other member of the Group[94] Purchase, Sale or Redemption of Listed Securities For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[95] Use of Net Proceeds The net proceeds from the listing, after deducting related issue expenses, amounted to HK$0.3 million - The net proceeds from the listing, after deducting related issue expenses, amounted to HK$0.3 million[96] Directors' Interests in Competing Business For the six months ended June 30, 2025, the Directors were unaware of any business or interest of any Director, controlling shareholder, or their respective associates that competed or might compete with the Group's business, nor any other potential conflicts of interest - For the six months ended June 30, 2025, the Directors were unaware of any business or interest of any Director, controlling shareholder of the Company, and their respective associates that competed or might compete with the Group's business, nor any other potential conflicts of interest that such persons might have with the Group[97] Compliance with Corporate Governance Code The company complied with all applicable code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules during the period, except for certain board meetings with less than 14 days' notice, and the Board will endeavor to comply with this requirement in the future - For the six months ended June 30, 2025, the Company complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules[98] - Exception: Certain Board meetings were convened with less than 14 days' notice to facilitate timely responses and prompt decision-making by Directors regarding the Group's investment opportunities and internal affairs[98] - The Board will make reasonable efforts to comply with code provision C.5.3 of the Corporate Governance Code in the future[98] Material Acquisitions or Disposals For the six months ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries and associated companies - For the six months ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries and associated companies[99] Standard of Dealings in Securities by Directors All Directors confirmed compliance with the Standard Code for Securities Transactions by Directors, as set out in Appendix C3 of the Listing Rules, for the six months ended June 30, 2025 - Following specific enquiries with the Directors, all Directors confirmed that they have complied with the required standards set out in the Standard Code for the six months ended June 30, 2025[100] Events After the Reporting Period Except as disclosed, no significant events affecting the Group occurred after the six months ended June 30, 2025, and up to the date of this report - Save as disclosed, no significant events affecting the Group occurred after the six months ended June 30, 2025, and up to the date of this report[101] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviewed the Group's financial statements for the six months ended June 30, 2025, and discussed audit, risk management, internal control, and financial reporting matters with management - The Audit Committee comprises three independent non-executive directors: Mr. To Kin Chuen (Chairman), Mr. Chan Chi Hung, and Mr. Choi Kam Yan[102] - The Audit Committee reviewed the Group's financial statements for the six months ended June 30, 2025, with the Company's management and discussed audit, risk management, internal control, and financial reporting matters[102] Remuneration Committee The Remuneration Committee, composed of three members, predominantly independent non-executive directors, is responsible for formulating, reviewing, and determining the remuneration policies and packages for directors and senior management - The Remuneration Committee comprises three members, with a majority being independent non-executive directors: Mr. To Kin Chuen (Chairman), Mr. Chan Chi Hung, and Mr. Hu Bo[103] - The Remuneration Committee formulates the remuneration policy for the Company's Directors and senior management, reviews and determines their remuneration packages, and provides recommendations to the Board[103] Nomination Committee The Nomination Committee, comprising three members, predominantly independent non-executive directors, is responsible for matters related to director nominations - The Nomination Committee comprises three members, with a majority being independent non-executive directors: Mr. Hu Bo (Chairman), Mr. Chan Chi Hung, and Mr. To Kin Chuen[104] Risk Management and Internal Control The Board acknowledges its responsibility for risk management and internal control systems, having reviewed their effectiveness, which are designed to provide reasonable, not absolute, assurance, with an independent consultant engaged for review, and both the Board and Audit Committee confirmed the systems' effectiveness - The Board acknowledges its responsibility for the risk management and internal control systems and reviews their effectiveness, with the systems designed to provide reasonable, not absolute, assurance against material misstatement or loss[106] - The Board has engaged an independent internal control review consultant to assess the effectiveness of the Group's internal control systems[106] - For the six months ended June 30, 2025, the Board and the Audit Committee reviewed and confirmed the effectiveness of the risk management and internal control systems[107] - The Group has formal whistleblowing and inside information policies to ensure compliance in internal communication and information disclosure[107] Interim Dividend The Board resolved not to declare any interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board resolved not to declare any interim dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: Nil)[108]