高奥士国际(08042) - 2025 - 中期财报

Report Overview GEM Characteristics and Company Statement The company's 2025 interim report highlights the GEM market's nature for SMEs, which involves higher investment risks, and affirms the directors' joint responsibility for the report's accuracy - The GEM market is positioned for small and medium-sized companies, entailing higher investment risks and greater market volatility[3] - The company's directors confirm that the report's information is accurate and complete in all material respects, without any misleading or fraudulent elements[3] Financial Performance Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group achieved a significant turnaround with a net profit of HK$2,326 thousand, driven primarily by substantial revenue growth Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 136,290 | 93,037 | | Other income | 873 | 623 | | Staff costs | (121,271) | (80,511) | | Other expenses and losses | (12,435) | (15,579) | | Finance costs | (418) | (96) | | Profit (loss) before tax | 3,295 | (2,555) | | Income tax (expense) credit | (969) | 89 | | Profit (loss) for the period | 2,326 | (2,466) | | Total comprehensive income (expense) for the period | 2,591 | (2,693) | | Earnings (loss) per share – basic and diluted (HK cents) | 0.29 | (0.31) | - Revenue grew by 46.5% year-on-year to HK$136,290 thousand, a key factor in achieving profitability[5] - Basic earnings per share turned from a loss of 0.31 HK cents in the prior-year period to earnings of 0.29 HK cents[5] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's net assets increased to HK$60,754 thousand, with net current assets remaining robust despite a rise in current liabilities due to new bank borrowings Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Metric | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Non-current assets | 13,234 | 15,148 | | Current assets | 76,923 | 68,554 | | Current liabilities | 24,346 | 18,836 | | Net current assets | 52,577 | 49,718 | | Non-current liabilities | 5,057 | 6,703 | | Net assets | 60,754 | 58,163 | | Total equity | 60,754 | 58,163 | - Current liabilities increased from HK$18,836 thousand on December 31, 2024, to HK$24,346 thousand on June 30, 2025, mainly due to new bank borrowings of HK$8,000 thousand[6] - Trade and other receivables rose from HK$40,547 thousand to HK$52,165 thousand, reflecting expanded business activities[6] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the Group's total equity increased to HK$60,754 thousand, primarily driven by the profit for the period and other comprehensive income Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Metric | June 30, 2025 (HK$'000) | June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Total equity at the beginning of the period | 58,163 | 61,229 | | Profit (loss) for the period | 2,326 | (2,466) | | Other comprehensive income (expense) for the period | 265 | (227) | | Total equity at the end of the period | 60,754 | 58,536 | - Retained earnings increased from HK$11,554 thousand as of December 31, 2024, to HK$13,880 thousand as of June 30, 2025[8] - Exchange differences on translation of foreign operations shifted from an expense of HK$227 thousand in the same period of 2024 to an income of HK$265 thousand[8] 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$2,935 thousand, reflecting a combination of operating outflows and financing inflows Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Activity | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Net cash used in operating activities | (8,186) | (7,994) | | Net cash from (used in) investing activities | (162) | 109 | | Net cash from (used in) financing activities | 5,413 | (3,217) | | Net decrease in cash and cash equivalents | (2,935) | (11,102) | | Cash and cash equivalents at end of period | 21,893 | 23,421 | - Net cash from financing activities shifted from a net outflow of HK$3,217 thousand to a net inflow of HK$5,413 thousand, mainly due to raising HK$8,000 thousand in bank borrowings[9] - Net cash used in operating activities slightly increased from HK$7,994 thousand to HK$8,186 thousand[9] Notes to the Financial Statements General Information The Company, incorporated in the Cayman Islands and listed on GEM, primarily provides recruitment and secondment services in Hong Kong, Macau, Mainland China, and Singapore - The Company was listed on the GEM of the Stock Exchange on October 12, 2018[11] - Its principal business activities are providing recruitment services and/or secondment and payroll services in Hong Kong, Macau, Mainland China, and Singapore[11] - The financial statements are presented in Hong Kong dollars and are unaudited but have been reviewed by the Audit Committee[12][13] Basis of Preparation and Principal Accounting Policies The condensed consolidated financial statements are prepared on a historical cost basis in compliance with HKAS 34 and the GEM Listing Rules, with no material impact from new HKFRSs - The financial statements are prepared on the historical cost basis and in accordance with Hong Kong Accounting Standard 34 and Chapter 18 of the GEM Listing Rules[14] - The application of new and revised Hong Kong Financial Reporting Standards in the current period has had no material effect on the financial statements[14] Revenue and Segment Information The Group's total revenue grew significantly by 46.5% to HK$136,290 thousand, driven by strong performance in secondment and payroll services, with Hong Kong as the main contributor Revenue Breakdown (For the six months ended June 30) | Service Type | Region | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | :--- | | Recruitment services | Hong Kong | 27,646 | 26,352 | | | Mainland China | 8,021 | 8,457 | | | Singapore | 1,291 | 1,954 | | Total Recruitment services | | 36,958 | 36,763 | | Secondment and payroll services | Hong Kong | 96,840 | 54,803 | | | Macau | 1,882 | 1,471 | | | Mainland China | 610 | – | | Total Secondment and payroll services | | 99,332 | 56,274 | | Total | | 136,290 | 93,037 | - Revenue from secondment and payroll services surged by 76.5% to HK$99,332 thousand, becoming the primary growth driver[15] - The Group operates in a single operating segment, human resources services, with the chief operating decision maker reviewing overall revenue and results[16] Revenue Contribution from Major Customers (For the six months ended June 30) | Customer | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Customer A | 19,234 | 10,837 | | Customer B | 16,749 | – | Finance Costs For the six months ended June 30, 2025, finance costs increased significantly to HK$418 thousand, mainly due to interest on lease liabilities and new bank borrowings Finance Costs (For the six months ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Interest on lease liabilities | 289 | 85 | | Interest on bank borrowings | 114 | – | | Interest on provision for reinstatement costs | 15 | 11 | | Total | 418 | 96 | - Interest on bank borrowings is a new finance cost item in the current period[20] Income Tax (Expense) Credit For the six months ended June 30, 2025, income tax expense rose to HK$969 thousand due to higher estimated assessable profits from operating subsidiaries Income Tax (Expense) Credit (For the six months ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Current tax – Hong Kong Profits Tax | 969 | 360 | | Current tax – Singapore Corporate Income Tax | – | 17 | | Over-provision in prior years | – | (466) | | Total | 969 | (89) | - Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profits, with a concessionary rate of 8.25% on the first HK$2 million for qualifying entities[21] - No provision for corporate income tax was made for subsidiaries in Mainland China as they had no assessable profits[22] Earnings (Loss) Per Share For the six months ended June 30, 2025, basic earnings per share attributable to owners of the Company was 0.29 HK cents, a positive turnaround from the prior period's loss Earnings (Loss) Per Share (For the six months ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Profit (loss) for the period (HK$'000) | 2,326 | (2,466) | | Weighted average number of ordinary shares ('000) | 800,000 | 800,000 | | Basic earnings (loss) per share (HK cents) | 0.29 | (0.31) | - As there were no potential ordinary shares in issue during the reporting period, diluted earnings (loss) per share has not been presented[24] Dividend The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025, consistent with the prior year period - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: Nil)[25] Movements in Property, Plant and Equipment and Right-of-Use Assets The Group purchased property, plant and equipment costing approximately HK$169 thousand during the period, with changes in right-of-use assets due to new office leases - During the six months ended June 30, 2025, the Group purchased items of property, plant and equipment with a total cost of approximately HK$169 thousand[26] - The Group entered into a new lease agreement for its Shanghai office on May 10, 2025, recognizing a right-of-use asset of approximately HK$465 thousand[27] - The Group entered into a new lease agreement for its Singapore office on January 17, 2024, recognizing a right-of-use asset of approximately HK$741 thousand[27] Trade and Other Receivables and Rental Deposits As of June 30, 2025, gross trade receivables increased to HK$50,637 thousand, with a reduced provision for expected credit losses and a credit period generally not exceeding 60 days Trade and Other Receivables (As of June 30, 2025) | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Trade receivables | 50,637 | 40,116 | | Less: Provision for expected credit losses | (1,086) | (1,284) | | Net trade receivables | 49,551 | 38,832 | | Other receivables | 4,032 | 3,099 | | Total trade and other receivables | 53,583 | 41,831 | Ageing Analysis of Trade Receivables (As of June 30, 2025) | Ageing | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Within 30 days | 36,884 | 29,589 | | 31 to 60 days | 8,525 | 4,316 | | 61 to 90 days | 1,867 | 1,574 | | 91 to 180 days | 2,275 | 2,914 | | Over 180 days | – | 439 | | Total | 49,551 | 38,832 | - The provision for expected credit losses decreased from HK$1,284 thousand to HK$1,086 thousand[28] Financial Assets at Fair Value Through Profit or Loss As of June 30, 2025, the Group held listed equity securities in Hong Kong for trading purposes, valued at HK$465 thousand, a slight increase from the previous year-end Financial Assets at Fair Value Through Profit or Loss (As of June 30, 2025) | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Listed equity securities in Hong Kong held for trading | 465 | 419 | - The fair value of listed securities is based on quoted bid prices in an active market in Hong Kong[32] Other Payables, Accruals and Contract Liabilities As of June 30, 2025, total other payables and accruals amounted to HK$11,481 thousand, a decrease from the previous year-end mainly due to lower accrued payroll expenses Other Payables and Accruals (As of June 30, 2025) | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Other payables | 1,795 | 2,467 | | Accrued expenses | 669 | 1,117 | | Accrued payroll expenses | 9,017 | 10,862 | | Total | 11,481 | 14,446 | Contract Liabilities (As of June 30, 2025) | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Secondment and payroll services | 193 | 193 | - Accrued payroll expenses decreased from HK$10,862 thousand to HK$9,017 thousand[33] Bank Borrowings As of June 30, 2025, the Group secured new bank borrowings of HK$8,000 thousand, bearing interest at HIBOR or cost of funds plus a margin of 1.7% to 3% per annum Bank Borrowings (As of June 30, 2025) | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Bank borrowings, secured | 8,000 | – | - The secured bank borrowings bear interest at the Hong Kong Interbank Offered Rate (HIBOR) or cost of funds plus a margin of 1.7% to 3% per annum[35] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities, consistent with the position at the end of the previous year - At June 30, 2025, the Group did not have any significant contingent liabilities (December 31, 2024: Nil)[36] Fair Value Measurement of Financial Instruments The Group's financial instruments measured at fair value include listed equity securities (Level 1) and unlisted equity investments (Level 3), with the latter valued using a market approach Fair Value of Financial Assets Measured on a Recurring Basis (As of June 30, 2025) | Financial Asset | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Fair Value Hierarchy | Valuation Technique and Key Inputs | | :--- | :--- | :--- | :--- | :--- | | Listed equity securities classified as FVTPL | 465 | 419 | Level 1 | Quoted prices available from the Stock Exchange | | Unlisted equity investments classified as FVTOCI | 1,174 | 1,174 | Level 3 | Market comparison approach using price-to-sales multiples and risk adjustments for lack of marketability | - During the six months ended June 30, 2025, there were no transfers between Level 1 and Level 2, nor any transfers into or out of Level 3[40] Reconciliation of Level 3 Fair Value Measurements of Financial Assets | Item | Unlisted Equity Investments (HK$'000) | | :--- | :--- | | At January 1, 2024 and June 30, 2024 (unaudited) | 1,370 | | At January 1, 2025 and June 30, 2025 (unaudited) | 1,174 | Related Party Transactions For the six months ended June 30, 2025, the total compensation for key management personnel amounted to HK$3,336 thousand, a decrease from the prior-year period Compensation of Key Management Personnel (For the six months ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Short-term benefits | 3,300 | 3,686 | | Post-employment benefits | 36 | 36 | | Total | 3,336 | 3,722 | - Total compensation for key management personnel decreased by 10.4% year-on-year[42] Management Discussion and Analysis Business Review and Prospects The Group achieved a turnaround in the first half of 2025 with a net profit of HK$2,326 thousand, driven by strong growth in secondment and payroll services despite a challenging recruitment market - The Group recorded a net profit of approximately HK$2,326 thousand in the first half of 2025, a turnaround from a net loss of approximately HK$2,466 thousand in the prior-year period[43] - Total revenue increased significantly by 46.5% to HK$136,290 thousand, primarily driven by the strong performance of payroll and secondment services[44][46] - The strategic focus is on expanding service offerings beyond traditional recruitment and investing in a team of experienced recruitment professionals[45] Business Review As a leading HR service provider in Hong Kong, the Group successfully diversified revenue and returned to profitability by strategically expanding its secondment and payroll services - The Group's total revenue grew significantly due to the strong performance of payroll and secondment services, while traditional recruitment services in Hong Kong faced pressure[44] - The company has strategically focused on expanding its service scope to provide comprehensive solutions beyond traditional recruitment to diversify revenue streams[45] - Revenue from Hong Kong recruitment services increased by 4.9%, secondment and payroll services surged by 76.5%, while Singapore recruitment services decreased by 33.9%[46] Revenue from Hong Kong Business Economic uncertainty in Hong Kong suppressed recruitment demand, but secondment and payroll services became a key growth driver with revenue surging 76.7% to HK$96,840 thousand - Revenue from Hong Kong secondment and payroll services increased substantially by HK$42,037 thousand or 76.7% to HK$96,840 thousand, mainly due to an increase in the number of clients[48] - Hong Kong recruitment services revenue grew slightly by 4.9% to HK$27,646 thousand, amid intense market competition and longer hiring cycles[48] Revenue from Mainland China Business The Mainland China business faced a complex operating environment, with recruitment revenue decreasing by 5.2% to HK$8,021 thousand, though the company remains confident in future growth - Recruitment revenue in Mainland China decreased by HK$436 thousand or 5.2% to HK$8,021 thousand[49] - The strategy for Mainland China includes aligning with the Greater Bay Area development plan, increasing business in sectors like technology and consumer goods, and enhancing team quality[50][51] Revenue from Singapore Business Singapore's recruitment business revenue decreased by 33.9% to HK$1,291 thousand, but the company remains committed to the market as a strategic hub for Southeast Asian expansion - Revenue from the Singapore recruitment business decreased by HK$663 thousand or 33.9% to HK$1,291 thousand[53] - The Singapore business, established in early 2023, continues to show resilience in a dynamic economic landscape[53] Prospects The Group remains optimistic about the long-term growth of the HR industry and will focus on sectors with recovery potential, talent investment, and sustainable growth initiatives - The Group will concentrate resources on industries with strong recovery potential and will recruit, train, and retain top recruitment talent[54] - A focus will be placed on improving productivity and profitability through disciplined team composition, geographical focus, and performance monitoring[55] - The Group will continue to evaluate opportunities for geographical expansion and service diversification, while monitoring potential investment opportunities[55][57] Financial Review The Group achieved significant revenue growth of 46.5% in H1 2025, driven by secondment services, successfully reversing the prior year's loss despite rising staff costs - The Group's revenue increased by 46.5% from HK$93,037 thousand to HK$136,290 thousand, mainly attributable to the growth in secondment and payroll services[58] - Profit for the period and total comprehensive income turned from a net loss of HK$2,466 thousand to a net profit of HK$2,326 thousand[67] - As of June 30, 2025, the current ratio was approximately 3.2 times, and the gearing ratio was 27.4%[69][70] Revenue Total revenue grew 46.5% to HK$136,290 thousand, with secondment and payroll services revenue surging 76.5% while recruitment services revenue saw a marginal 0.5% increase - Recruitment services revenue increased slightly by 0.5% to HK$36,958 thousand, with Hong Kong operations growing while Mainland China and Singapore declined[58] - Secondment and payroll services revenue increased significantly by 76.5% to HK$99,332 thousand, driven by team expansion and new strategies in Hong Kong[59] - Revenue from Hong Kong accounted for approximately 91.3% of the Group's total revenue (2024: approximately 87.2%)[60] Other Income Other income increased by HK$250 thousand to HK$873 thousand, primarily from visa application services and seminar and training services - Other income increased by approximately HK$250 thousand from HK$623 thousand to HK$873 thousand[61] - The growth was mainly from visa application services and seminar and training services, which increased from HK$338 thousand to HK$621 thousand[61] Staff Costs Staff costs rose significantly to HK$121,271 thousand, representing 89.0% of revenue, mainly due to a surge in the number of seconded staff from 671 to 2,650 - Staff costs increased from HK$80,511 thousand to HK$121,271 thousand, representing 89.0% of revenue compared to 86.5% previously[62] - The number of seconded staff increased substantially from 671 as of June 30, 2024, to 2,650 as of June 30, 2025[62] - Seconded staff costs increased by 79.9% to HK$89,696 thousand, accounting for 74.0% of total staff costs[63] Other Expenses and Losses Other expenses and losses decreased by HK$3,144 thousand to HK$12,435 thousand, primarily comprising rent, depreciation, marketing, and insurance expenses - Other expenses and losses decreased by approximately HK$3,144 thousand from HK$15,579 thousand to HK$12,435 thousand[64] Finance Costs Finance costs increased significantly, mainly due to interest on lease liabilities and newly added interest on bank borrowings - Finance costs increased from HK$96 thousand to HK$418 thousand[65] - The costs comprised HK$289 thousand in interest on lease liabilities and HK$114 thousand in interest on bank borrowings[65] Income Tax (Expense) Credit Income tax expense increased to HK$969 thousand, primarily due to higher estimated assessable profits from operating subsidiaries - Income tax expense increased to HK$969 thousand from HK$377 thousand in the prior-year period (which became a credit of HK$89 thousand after adjustments)[66] Profit and Total Comprehensive Income (Expense) for the Period The Group successfully turned to profitability, recording a net profit of HK$2,326 thousand and total comprehensive income of HK$2,591 thousand, driven by strong revenue growth - The Group recorded a net profit of approximately HK$2,326 thousand and total comprehensive income of approximately HK$2,591 thousand, compared to a net loss of HK$2,466 thousand in the prior-year period[67] - The turnaround was mainly attributable to the significant increase in revenue from Hong Kong secondment and payroll services[67] Dividend The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: Nil)[68] Liquidity, Financial Resources and Gearing Ratio The Group maintains sufficient liquidity with HK$2,400 thousand in pledged bank deposits and HK$21,893 thousand in cash, with a current ratio of 3.2 and an increased gearing ratio of 27.4% - As of June 30, 2025, the Group had pledged bank deposits of HK$2,400 thousand and bank balances and cash of approximately HK$21,893 thousand[69] - The current ratio was approximately 3.2 times (December 31, 2024: approximately 3.6 times)[69] - The gearing ratio was 27.4% (December 31, 2024: 17.6%), with the increase mainly due to new bank borrowings of HK$8,000 thousand[70] Foreign Exchange Risk The Group faces no significant foreign exchange risk as most of its revenue-generating operations are denominated in Hong Kong dollars, and no hedging arrangements are in place - The Group's revenue-generating operations are mainly denominated in Hong Kong dollars, thus it has no significant exposure to foreign exchange rate fluctuations[71] - The Group has not engaged in any hedging or other arrangements to manage foreign exchange risk[71] Other Information The Group's share structure is stable with no plans for major investments or disposals, while bank deposits of HK$2,400 thousand are pledged and employee numbers have increased - The Company's share capital structure remained unchanged during the six months ended June 30, 2025[72] - The Group did not hold any significant investments and had no plans for any major investments or additions of other capital assets[74] - As of June 30, 2025, the Group had 130 internal staff and 2,650 seconded staff, with staff costs amounting to approximately HK$121,271 thousand[79] Share Structure During the six months ended June 30, 2025, the Company's share capital structure remained unchanged, with 800,000,000 ordinary shares in issue - As of June 30, 2025, the total number of issued ordinary shares of the Company was 800,000,000 shares of HK$0.01 each[72] Treasury Policy The Board will continue to follow a prudent policy in managing its cash balances to maintain a strong liquidity position for future growth opportunities - The Directors will continue to follow a prudent policy in managing the Group's cash balances and maintain a strong and stable liquidity position[73] Significant Investments and Future Plans for Material Investments or Capital Assets As of June 30, 2025, the Group held no significant investments and had no plans for any material investments or additions of other capital assets - The Group did not hold any significant investments as of June 30, 2025, nor did it have any plans for material investments or the addition of other capital assets[74] Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures During the six months ended June 30, 2025, the Group did not have any material acquisitions or disposals of subsidiaries, associates, or joint ventures - During the six months ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures[75] Pledge of the Group's Assets As of June 30, 2025, bank deposits of HK$2,400 thousand were pledged as security for the Group's banking facilities - As of June 30, 2025, bank deposits of HK$2,400 thousand were pledged as security for the Group's banking facilities[76] 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[77] Events After the Reporting Period No significant events occurred for the Company or the Group after June 30, 2025, up to the date of this report - No significant events occurred for the Company and the Group after June 30, 2025, and up to the date of this report[78] Employees and Remuneration Policies As of June 30, 2025, the Group had 130 internal staff and 2,650 seconded staff, with a remuneration policy based on performance, qualifications, and industry practice - As of June 30, 2025, the Group had a total of 130 internal staff and 2,650 seconded staff[79] - The Group's staff costs, including directors' emoluments, were approximately HK$121,271 thousand[79] - The remuneration policy is based on performance, qualifications, work experience, and prevailing industry practice, and includes commissions and discretionary bonuses[79] Other Information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation As of June 30, 2025, Mr Chan Ka Kin, Mr Chan Ka On, and Mr Chan Ka Shing each held a 75% long position in the Company's shares through controlled corporations and a concert party arrangement Directors' Long Positions in the Shares of the Company (As of June 30, 2025) | Name of Director | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr Chan Ka Kin | Interest in a controlled corporation and person acting in concert | 600,000,000 | 75% | | Mr Chan Ka On | Interest in a controlled corporation and person acting in concert | 600,000,000 | 75% | | Mr Chan Ka Shing | Interest in a controlled corporation and person acting in concert | 600,000,000 | 75% | - Mr Chan Ka Kin, Mr Chan Ka On, Mr Chan Ka Shing, and Mr Chau Ka Wai entered into a Concert Party Deed on January 18, 2018[81] Substantial Shareholders' Interests and Short Positions in Shares, Debentures and Underlying Shares of the Company As of June 30, 2025, KJE Limited, Caiden Holdings Limited, and Mr Chau Ka Wai each held a 75% long position in the Company's shares through beneficial ownership and a concert party arrangement Substantial Shareholders' Long Positions in the Shares of the Company (As of June 30, 2025) | Name of Substantial Shareholder | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | KJE Limited | Beneficial owner and person acting in concert | 600,000,000 | 75% | | Caiden Holdings Limited | Beneficial owner and person acting in concert | 600,000,000 | 75% | | Mr Chau Ka Wai | Interest in a controlled corporation and person acting in concert | 600,000,000 | 75% | - KJE Limited is owned approximately 33.33% each by Mr Chan Ka Kin, Mr Chan Ka On, and Mr Chan Ka Shing[82] - Caiden Holdings Limited is wholly-owned by Mr Chau Ka Wai[82] Share Option Scheme The Company adopted a share option scheme on September 13, 2018, to reward participants, with no options granted, exercised, cancelled, or lapsed as of June 30, 2025 - The Share Option Scheme was adopted on September 13, 2018, for a period of ten years to reward or provide incentives to selected participants[84] - The maximum number of shares that may be issued upon exercise of all options is 10% of the total number of shares in issue on the date of approval[85] - As of June 30, 2025, there were no outstanding share options[86] Directors' Rights to Acquire Shares or Debentures During the six months ended June 30, 2025, no arrangements were made to enable directors to acquire benefits by means of the acquisition of shares in or debentures of the Company - During the six months ended June 30, 2025, no arrangements were entered into by the Company, its subsidiaries, or other associated corporations to enable Directors to acquire benefits through shares or debentures[87] Purchase, Sale or Redemption of the Company's Listed Securities During 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 - During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company's listed securities[88] Competing Interests During the six months ended June 30, 2025, no Director or controlling shareholder of the Company had any interest in a business that competes with the Group's business - During the six months ended June 30, 2025, no Director or controlling shareholder had any interest in a business that competes or is likely to compete, either directly or indirectly, with the business of the Group[89] Corporate Governance Practices The Company has complied with the code provisions of the Corporate Governance Code as set out in the GEM Listing Rules for the six months ended June 30, 2025 - The Company has complied with the code provisions of the Corporate Governance Code as set out in Appendix C1 to the GEM Listing Rules during the six months ended June 30, 2025[90] Directors' Securities Transactions The Company has adopted the required standard of dealings set out in the GEM Listing Rules, and all Directors have confirmed their compliance for the reporting period - The Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules as its code of conduct for securities transactions by the Directors[91] - All Directors have confirmed their compliance with the required standard of dealings during the six months ended June 30, 2025[91] Audit Committee The Audit Committee, comprising three independent non-executive Directors, is responsible for overseeing financial reporting and internal controls and has reviewed the interim financial statements - The Audit Committee was established on September 13, 2018, and consists of three independent non-executive Directors, with Mr Pun Kai Kin as the chairman[92] - Its primary duties include making recommendations on the appointment of external auditors, reviewing financial statements, and overseeing the internal control and risk management systems[92] - The Audit Committee has reviewed the unaudited condensed consolidated financial statements for the six months ended June 30, 2024[93] Board of Directors As of the date of this report, the Board of Directors comprises four executive Directors and three independent non-executive Directors, with Mr Chan Ka Kin serving as the Chairman - The Board comprises four executive Directors (Mr Chan Ka Kin, Mr Chan Ka On, Mr Chan Ka Shing, and Ms Yeung Shek Shek) and three independent non-executive Directors[94] - Mr Chan Ka Kin serves as the Chairman of the Board[94]