嬴集团(00397) - 2025 - 中期业绩

Company Overview and Financial Summary Interim Results Announcement Minerva Group Holding Limited released its unaudited interim results announcement for the six months ended June 30, 2025, disclosing its financial performance - This announcement by Minerva Group Holding Limited pertains to the unaudited condensed consolidated interim financial information for the six months ended June 30, 2025[2][4] Financial Highlights For the six months ended June 30, 2025, group revenue decreased by 13.1% to HK$31.7 million, while loss attributable to owners significantly expanded to HK$36.9 million, with no interim dividend recommended Key Financial Data for the Six Months Ended June 30, 2025 | Metric | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 31,668 | 36,451 | -13.1% | | Loss Attributable to Owners | (36,858) | (14,040) | 162.5% | | Financial Assets at Fair Value Through Profit or Loss | 389,176 | 411,000 (Dec 31, 2024) | -5.3% | | Bank Balances and Cash | 145,052 | 143,348 (Dec 31, 2024) | 1.2% | | Loans and Interest Receivables | 386,822 | 406,307 (Dec 31, 2024) | -4.8% | | Net Current Assets | 942,266 | 966,247 (Dec 31, 2024) | -2.48% | | Current Ratio | 27.30 times | 24.78 times (Dec 31, 2024) | 10.17% | | Net Assets | 1,083,854 | 1,130,877 (Dec 31, 2024) | -4.16% | - The Board does not recommend the payment of an interim dividend[3] Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, group revenue was HK$31.7 million with a gross profit of HK$28.6 million, while the loss for the period expanded to HK$36.9 million, primarily due to negative impacts from other income, gains, and losses, resulting in a basic and diluted loss per share of 1.50 HK Cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 31,668 | 36,451 | | Direct Operating Costs | (3,086) | (2,528) | | Gross Profit | 28,582 | 33,923 | | Other Income, Gains and Losses | (41,674) | (29,140) | | Administrative Expenses | (23,353) | (18,296) | | Finance Costs | (413) | (529) | | Loss Before Tax | (36,858) | (14,042) | | Loss for the Period | (36,858) | (14,042) | | Loss Attributable to Owners of the Company | (36,858) | (14,040) | | Basic and Diluted Loss Per Share (HK Cents) | (1.50) | (0.56) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the group's total assets less current liabilities were HK$1,083.9 million, with net assets also at HK$1,083.9 million, a decrease from December 31, 2024, while net current assets stood at HK$942.3 million and the current ratio was 27.30 times Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Non-Current Assets | | | | Property, Plant and Equipment | 21,498 | 23,754 | | Investment Properties | 27,200 | 30,000 | | Financial Assets at Fair Value Through Profit or Loss | 86,049 | 97,848 | | Total Non-Current Assets | 141,588 | 164,963 | | Current Assets | | | | Loans and Interest Receivables | 386,822 | 399,787 | | Trade and Other Receivables, Deposits and Prepayments | 132,747 | 142,570 | | Financial Assets at Fair Value Through Profit or Loss | 303,127 | 313,152 | | Bank Balances and Cash | 145,052 | 143,348 | | Total Current Assets | 978,099 | 1,006,865 | | Current Liabilities | | | | Trade and Other Payables | 12,527 | 16,356 | | Bank Borrowings | 21,997 | 22,343 | | Total Current Liabilities | 35,833 | 40,618 | | Net Current Assets | 942,266 | 966,247 | | Net Assets | 1,083,854 | 1,130,877 | | Equity Attributable to Owners of the Company | 1,083,854 | 1,130,877 | Notes to the Condensed Consolidated Interim Financial Information Basis of Preparation and Principal Accounting Policies The condensed consolidated interim financial information is prepared in accordance with HKAS 34 and the Listing Rules, adopting the same accounting policies as the 2024 annual financial statements, with no significant impact from new standards or interpretations in the current period - The condensed consolidated interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 and the applicable disclosure requirements of the Listing Rules on the Main Board of the Stock Exchange[9] - These financial statements are presented in Hong Kong Dollars and should be read in conjunction with the 2024 annual financial statements[9] - The adoption of new standards or interpretations effective from January 1, 2025, had no significant impact on the condensed consolidated interim financial information[10][11] Revenue Analysis The group's total revenue for the six months ended June 30, 2025, was HK$31.7 million, primarily derived from interest income from lending and financial services income, with lending interest income being the largest contributor but showing a year-on-year decrease Revenue Analysis (For the Six Months Ended June 30) | Revenue Source | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest Income from Lending | 24,606 | 26,955 | | Income from Financial Services | | | | - Commission Income from Securities Brokerage | 411 | 487 | | - Commission Income from Placement | 619 | 884 | | - Corporate Finance Advisory Services | 70 | 645 | | - Interest Income from Customers | 5,497 | 6,970 | | Rental Income | 465 | 510 | | Total Revenue | 31,668 | 36,451 | Revenue Analysis by Timing of Recognition (For the Six Months Ended June 30) | Timing of Recognition | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue Recognized at a Point in Time | 1,030 | 1,371 | | Revenue Recognized Over Time | 70 | 645 | | Total | 1,100 | 2,016 | Segment Information The group's operations are categorized into financial services, lending, and asset investment, with the lending segment contributing the largest revenue for the six months ended June 30, 2025, though the asset investment segment recorded a significant loss, all primarily operating in Hong Kong with no single customer contributing over 10% of total revenue - The Group's reportable segments include financial services (securities brokerage, placement, corporate finance advisory), lending (loan financing), and asset investment (debt securities, investment properties, equity securities, and investment funds)[15] Revenue and Segment Results Analysis For the six months ended June 30, 2025, the lending segment generated HK$24.6 million in revenue, financial services HK$6.6 million, and asset investment HK$0.5 million, with the asset investment segment recording a HK$31.6 million loss, contributing to the group's expanded loss before tax of HK$36.9 million Revenue and Segment Results Analysis by Reportable and Operating Segments (For the Six Months Ended June 30, 2025) | Segment | Revenue (HK$ Thousand) | Other Income, Gains and Losses (HK$ Thousand) | Segment Results (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Financial Services Segment | 6,597 | 9 | 263 | | Lending Segment | 24,606 | (19,914) | 3,147 | | Asset Investment Segment | 465 | (29,612) | (31,559) | | Total | 31,668 | (49,517) | (28,149) | | Unallocated Corporate Income | | | 1,321 | | Unallocated Corporate Expenses | | | (9,617) | | Finance Costs | | | (413) | | Loss Before Tax | | | (36,858) | Revenue and Segment Results Analysis by Reportable and Operating Segments (For the Six Months Ended June 30, 2024) | Segment | Revenue (HK$ Thousand) | Other Income, Gains and Losses (HK$ Thousand) | Segment Results (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Financial Services Segment | 8,986 | 9 | 4,261 | | Lending Segment | 26,955 | 1,807 | 21,364 | | Asset Investment Segment | 510 | (31,420) | (36,943) | | Total | 36,451 | (29,604) | (11,318) | | Unallocated Corporate Income | | | 959 | | Unallocated Corporate Expenses | | | (3,154) | | Finance Costs | | | (529) | | Loss Before Tax | | | (14,042) | Segment Assets and Liabilities As of June 30, 2025, the group's total consolidated assets were HK$1,119.7 million, with the asset investment segment holding the largest proportion, and total consolidated liabilities amounted to HK$35.8 million Segment Assets and Liabilities Analysis by Reportable and Operating Segments (As of June 30, 2025) | Segment | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Segment Assets | | | | Financial Services Segment | 93,893 | 101,776 | | Lending Segment | 411,030 | 419,436 | | Asset Investment Segment | 457,099 | 491,045 | | Total Segment Assets | 962,022 | 1,012,257 | | Unallocated Assets | 157,665 | 159,571 | | Total Consolidated Assets | 1,119,687 | 1,171,828 | | Segment Liabilities | | | | Financial Services Segment | 11,426 | 11,424 | | Lending Segment | 941 | 1,162 | | Asset Investment Segment | 22,589 | 24,959 | | Total Segment Liabilities | 34,956 | 37,545 | | Unallocated Liabilities | 877 | 3,406 | | Total Consolidated Liabilities | 35,833 | 40,951 | Geographical Information and Major Customers The group's non-current assets are primarily located in Hong Kong, excluding freehold land in Japan, with all revenue generated from operations within Hong Kong, and no single customer contributed over 10% of total revenue for the six months ended June 30, 2025 and 2024 - The Group's non-current assets are primarily located in Hong Kong, with the exception of freehold land in Japan[20] - The Group operates in Hong Kong, and its revenue is derived from operations within Hong Kong[20] - For the six months ended June 30, 2025 and 2024, no single customer contributed more than 10% of the Group's total revenue[21] Other Income, Gains and Losses For the six months ended June 30, 2025, other income, gains, and losses recorded a HK$41.7 million loss, primarily due to fair value changes in financial assets at fair value through profit or loss and impairment losses on loans and interest receivables Other Income, Gains and Losses (For the Six Months Ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest Income | 1,321 | 886 | | Miscellaneous Income | 6,997 | 15 | | Fair Value Change Loss on Investment Properties | (2,800) | (6,800) | | Fair Value Change Loss on Financial Assets at Fair Value Through Profit or Loss | (27,277) | (25,130) | | Impairment Loss on Loans and Interest Receivables / Reversal of Impairment Loss | (19,914) | 1,807 | | Reversal of Impairment Loss on Trade Receivables | 9 | 9 | | (Loss) / Gain on Deregistration of Subsidiaries | (10) | 73 | | Total | (41,674) | (29,140) | Finance Costs For the six months ended June 30, 2025, finance costs amounted to HK$413 thousand, primarily comprising interest on bank borrowings and lease liabilities, representing a decrease from the prior period Finance Costs (For the Six Months Ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on Bank Borrowings | 348 | 444 | | Interest on Lease Liabilities | 65 | 85 | | Total | 413 | 529 | Loss Before Tax and Income Tax Expense For the six months ended June 30, 2025, the loss before tax was HK$36.9 million, mainly impacted by staff costs, depreciation, exchange losses, and impairment losses on loans receivable, with no income tax expense recognized in either the current or prior period due to the absence of taxable profits Loss Before Tax Items Deducted / (Credited) (For the Six Months Ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Staff Costs | 7,377 | 9,868 | | Depreciation of Property, Plant and Equipment | 2,265 | 1,465 | | Net Exchange (Loss) / Gain | 39 | (1) | | Impairment Loss on Loans and Interest Receivables / (Reversal of Impairment Loss) | 19,914 | (1,807) | | Reversal of Impairment Loss on Trade Receivables | (9) | (9) | - No provision for Hong Kong Profits Tax has been made as the Group had no taxable profits for the six months ended June 30, 2025 and 2024[27] Dividends and Loss Per Share The Board does not recommend an interim dividend for the six months ended June 30, 2025, and the basic loss per share attributable to owners of the company significantly expanded to 1.50 HK Cents from 0.56 HK Cents in the prior period, with no diluted loss per share presented due to the absence of potential ordinary shares - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[29] Basic Loss Per Share (For the Six Months Ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Company | (36,858) | (14,040) | | Number of Shares for Basic Loss Per Share Calculation (Thousand Shares) | 2,457,692 | 2,505,283 | | Basic Loss Per Share (HK Cents) | (1.50) | (0.56) | - Diluted loss per share for the period is not presented as there were no potential ordinary shares outstanding for the six months ended June 30, 2025[33] Property, Plant and Equipment For the six months ended June 30, 2025, the group neither acquired nor disposed of any property, plant, and equipment - No acquisitions of property, plant and equipment occurred for the six months ended June 30, 2025[34] - No disposals of property, plant and equipment occurred for the six months ended June 30, 2025[35] Loans and Interest Receivables As of June 30, 2025, total loans and interest receivables amounted to HK$528.8 million, with an impairment provision of HK$141.9 million, resulting in a net amount of HK$386.8 million, and a net impairment loss of HK$19.9 million primarily reflecting increased uncertainty in the recoverability of overdue loans Loans and Interest Receivables (As of June 30, 2025) | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Related Loans and Interest Receivables | 528,751 | 562,298 | | Less: Impairment Provision | (141,929) | (155,991) | | Net Amount | 386,822 | 406,307 | | Non-Current Assets | – | 6,520 | | Current Assets | 386,822 | 399,787 | Details of Loan Principal (As of June 30, 2025) | Loan Principal (HK$ Thousand) | Annual Interest Rate | Maturity Date | Pledged Collateral | | :--- | :--- | :--- | :--- | | 219,755 | 9%–12.5% | 1 to 2 years | Hong Kong properties, listed and unlisted shares, and vessels | | 145,299 | 10%–24% | 1 to 2 years | Guarantees provided by certain independent third parties | | 126,501 | 10%–20% | Within 1 year | None | | Total | 491,555 | | | Movement in Impairment Provision for Loans and Interest Receivables (For the Six Months Ended June 30, 2025) | Stage | As of January 1, 2025 (HK$ Thousand) | Net Impairment Loss Recognized During the Period (HK$ Thousand) | Less: Disposal of Loans and Interest Receivables (HK$ Thousand) | As of June 30, 2025 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | 12-Month Expected Credit Loss (Stage 1) | 516 | 189 | – | 705 | | Lifetime Expected Credit Loss (Stage 2) | 29,871 | 18,512 | (10,483) | 37,900 | | Lifetime Expected Credit Loss (Stage 3) | 125,604 | 1,213 | (23,493) | 103,324 | | Total | 155,991 | 19,914 | (33,976) | 141,929 | Trade and Other Receivables, Deposits and Prepayments As of June 30, 2025, total trade and other receivables amounted to HK$132.7 million, primarily comprising margin client receivables from financial services business, with a gross book value of HK$92.9 million and approximately HK$740.3 million in pledged securities as collateral Trade and Other Receivables, Deposits and Prepayments (As of June 30, 2025) | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Receivables from Financial Services Business | | | | - Cash Clients and Clearing Houses | 537 | 189 | | - Margin Clients | 92,924 | 104,939 | | Other Receivables, Deposits and Prepayments | 39,286 | 37,442 | | Total | 132,747 | 142,570 | - As of June 30, 2025, the market value of securities pledged by margin clients to the Group as collateral for margin client receivables was approximately HK$740,325,000 (December 31, 2024: HK$767,746,000)[41] Trade and Other Payables As of June 30, 2025, total trade and other payables amounted to HK$12.5 million, mainly from cash clients and clearing houses, and margin clients in the financial services business Trade and Other Payables (As of June 30, 2025) | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Payables from Financial Services Business | | | | - Cash Clients and Clearing Houses | 3,618 | 4,904 | | - Margin Clients | 6,675 | 6,203 | | Other Payables and Accruals | 2,234 | 5,249 | | Total | 12,527 | 16,356 | Share Capital As of June 30, 2025, the company's issued and fully paid share capital was HK$23.7 million, comprising 2,371,692,734 shares, with 133,590,000 shares repurchased and cancelled during the period for a total cash consideration of approximately HK$9.1 million Share Capital Movement (As of June 30, 2025) | Item | Number of Shares (Thousand Shares) | HK$ Thousand | | :--- | :--- | :--- | | As of January 1, 2025 | 2,505,282,734 | 25,053 | | Shares Cancelled | (133,590,000) | (1,336) | | As of June 30, 2025 | 2,371,692,734 | 23,717 | - For the six months ended June 30, 2025, the Company repurchased a total of 133,590,000 shares at prices ranging from HK$0.062 to HK$0.073 per share, for a total cash consideration of approximately HK$9,128,000, all of which have been cancelled[46] Operating Lease Arrangements The group, as a lessor, leases certain office properties in Hong Kong, typically for a two-year term, with total minimum future rental income receivables amounting to HK$780 thousand as of June 30, 2025 Total Minimum Future Rental Income Receivables (As of June 30, 2025) | Term | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within One Year | 780 | 960 | | More Than One Year But Less Than Five Years | – | 480 | | Total | 780 | 1,440 | Capital Commitments As of June 30, 2025, the group's significant capital commitments contracted but not yet provided for amounted to HK$1,591 thousand, primarily related to investments in investment funds Capital Commitments (As of June 30, 2025) | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Commitments Contracted But Not Provided For in Relation to the Group's Current Investments in Investment Funds | 1,591 | 1,535 | Fair Value Measurement of Financial Instruments The group's financial assets are measured at fair value, primarily including listed equity securities, unlisted investment funds, and unlisted equity investments, with fair value measurements employing Level 1, Level 2, and Level 3 valuation techniques, where unlisted equity investments utilize market and discounted cash flow approaches Fair Value Measurement of Financial Assets (As of June 30, 2025) | Financial Asset | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Fair Value Hierarchy Level | Valuation Technique | | :--- | :--- | :--- | :--- | :--- | | Listed Equity Securities in Hong Kong | 301,627 | 305,815 | Level 1 | Quoted Bid Price | | Listed Equity Securities in NASDAQ | 1,500 | 7,337 | Level 1 | Quoted Bid Price | | Unlisted Investment Funds | 67,128 | 77,825 | Level 2 | NAV provided by fund manager and quotes from third parties | | Unlisted Equity Investments (Market Approach) | 1,825 | 3,000 | Level 3 | Market Approach | | Unlisted Equity Investments (Discounted Cash Flow and Scenario Approach) | 17,096 | 17,023 | Level 3 | Discounted Cash Flow and Scenario Approach | Reconciliation of Level 3 Fair Value Measurements (For the Six Months Ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | As of January 1 | 20,023 | 34,669 | | Net Change in Fair Value | (1,102) | 14,051 | | As of June 30 | 18,921 | 48,720 | Fair Value Measurement of Investment Properties As of June 30, 2025, the group's investment properties had a fair value of HK$27.2 million, valued using the direct comparison approach, categorized as Level 3 fair value measurement Fair Value Measurement of Investment Properties (As of June 30, 2025) | Investment Property | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Fair Value Hierarchy Level | Valuation Technique | | :--- | :--- | :--- | :--- | :--- | | Commercial (Hong Kong) | 27,200 | 30,000 | Level 3 | Direct Comparison Approach | Contingent Liabilities The group faces two main contingent liabilities: a court summons from Convoy Global Holdings Limited and the Chu Hiu Yin petition, both in preliminary stages, making it premature to determine outcomes or quantify financial impact, thus requiring no provision - The Company's wholly-owned subsidiary, Classictime Investments Limited, is the 24th defendant in the Convoy High Court Action, where the plaintiff seeks to cancel shares allotted to Classictime and claim damages[54] - Classictime is also one of the thirty-three respondents in the Chu Hiu Yin Petition, where the petitioner claims losses due to mismanagement of Convoy's business[56] - The Directors believe that, given the preliminary stage of the cases, it is premature to determine the outcome or quantify the financial impact, and no provision is required for the claims in these legal proceedings[57] Subsequent Events In July 2025, the company repurchased a total of 74,100,000 shares for approximately HK$4.4 million in cash, which were subsequently cancelled in August 2025 - In July 2025, the Company repurchased a total of 74,100,000 shares at prices ranging from HK$0.053 to HK$0.068 per share, for a total cash consideration of approximately HK$4,429,000[58] - These repurchased shares were fully cancelled and destroyed by the Company's share registrar, Tricor Investor Services Limited, in Hong Kong in August 2025[58] Management Discussion and Analysis Financial Review and Economic Outlook During the period, group revenue decreased to HK$31.7 million and net loss expanded to HK$36.9 million, primarily due to fair value changes in financial assets, while Hong Kong's economy faces multiple challenges including tariff wars, weak real estate, and geopolitical tensions, yet the group remains committed to financial prudence and sustainable profitability - During the period, group revenue was approximately HK$31.7 million (2024: HK$36.5 million), with the overall decrease primarily due to a slight reduction of approximately HK$2.1 million in interest income from the lending business and approximately HK$2.4 million from the financial services business[59] - The net loss attributable to owners of the Company was approximately HK$36.9 million (2024: HK$14.0 million), mainly due to a fair value change loss of approximately HK$27.3 million on financial assets at fair value through profit or loss[60] - The Hong Kong economy faces multiple challenges including escalating tariff wars, weak real estate, geopolitical tensions, increased trade protectionism, and high interest rates, with a projected growth of 2.5% to 3% in 2025[61] Financial Services Business The group's financial services business encompasses margin financing, securities brokerage, institutional financing advisory, and securities capital market services, generating approximately HK$6.6 million in revenue for the period, a 26.7% year-on-year decrease, with plans to restructure its securities capital market business and expand into corporate finance, asset investment, and management advisory services - The financial services business is primarily operated by Minerva Financial Securities Limited and Minerva Global Finance Advisory Limited, covering margin financing, securities brokerage services, institutional financing advisory services, securities capital market services, and advice on securities[63] - During the period, the financial services segment generated revenue of approximately HK$6.6 million (2024: HK$9.0 million), representing a decrease of approximately 26.7%[63] - The Group plans to restructure its securities capital market business and emphasize a broader focus on corporate finance, asset investment and management, and various advisory services to expand its business scope[64] Lending Business The group's lending business, managed through Easy Finance and Easy Financial Technology, offers property mortgages, other secured, guaranteed, and unsecured loans, generating HK$24.6 million in revenue for the period, but operating profit significantly decreased by 85.4% to HK$3.1 million, primarily due to an increase of HK$19.9 million in impairment losses on loans and interest receivables - The lending business is managed through Easy Finance Limited and Easy Financial Technology Limited, holding a money lender's license and providing property mortgage loans, other secured loans, guaranteed loans, and unsecured loans[65] - During the period, the lending segment generated revenue of approximately HK$24.6 million (2024: HK$27.0 million), accounting for approximately 77.6% of total revenue[73] - The operating profit for this business segment during the period was approximately HK$3.1 million (2024: HK$21.3 million), representing a decrease of approximately 85.4% compared to the previous period[73] - An impairment loss of approximately HK$19.9 million on loans and interest receivables was recognized during the period (2024: reversal of approximately HK$1.8 million), mainly due to increased uncertainty in the recoverability of certain overdue loans[74] Internal Control and Loan Approval The group is committed to prudently managing lending business risks through comprehensive credit policies and stringent internal controls, with loan approval processes including identity verification, repayment ability assessment, collateral valuation, and anti-money laundering due diligence, while loan renewals involve evaluating past repayment records and market changes - The Group is committed to safeguarding the quality of its loan portfolio through a comprehensive credit policy and maintaining stringent loan approval, credit monitoring, debt collection efforts, and compliance procedures amidst economic uncertainties[66] - The loan approval process includes verification and background checks, proof of income or assets for borrowers and guarantors, assessment of collateral value, verification of information authenticity, and public inquiries for anti-money laundering and counter-terrorist financing[68] - Similar updated assessments are conducted upon loan renewal, evaluating the borrower's past repayment record and changes in market conditions[69] Debt Collection and Compliance Matters The group weekly reviews repayment records and its loan portfolio, especially overdue loan accounts, taking legal action to recover loans, and as a licensed money lender, ensures compliance with applicable laws, regulations, and regulatory codes, continuously monitoring loan transactions - The Group reviews repayment records and its loan portfolio weekly, taking actions such as legal demand letters and legal proceedings to recover loans when necessary[70] - As a licensed money lender in Hong Kong, the Group ensures compliance with the Money Lenders Ordinance and relevant anti-money laundering and counter-terrorist financing regulations[70] - Management regularly reviews the internal control system and establishes and revises policies as appropriate to ensure compliance[70] Loan Portfolio and Financial Information As of June 30, 2025, the group's total loan portfolio principal was HK$491.6 million, with 80% either overdue but not yet settled or not yet due but with overdue interest, and individual secured loans and corporate unsecured loans constituting a significant portion, while the largest and top five customers' loans and interest receivables balances accounted for 6.9% and 26.3% of the total, respectively Loan Portfolio by Category (As of June 30, 2025) | Loan Category | Number of Loans | Loan Principal (HK$ Thousand) | Annual Interest Rate | Percentage of Total Principal | Loans Overdue But Not Yet Settled (HK$ Thousand) | Percentage of Overdue Loans | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Individual Secured Loans | 14 | 165,755 | 9% to 12.5% | 34% | 123,655 | 25% | | Individual Unsecured Loans | 17 | 127,421 | 10% to 20% | 26% | 126,921 | 26% | | Corporate Secured Loans | 4 | 54,000 | 9% to 12% | 11% | 54,000 | 11% | | Corporate Unsecured Loans | 13 | 144,379 | 10% to 24% | 29% | 90,929 | 18% | | Total | 48 | 491,555 | | 100% | 395,505 | 80% | Details of Loans and Interest Receivables and Expected Credit Loss Provision (As of June 30, 2025) | Loan Category | Loan Principal (HK$ Thousand) | Gross Loans and Interest Receivables (HK$ Thousand) | Expected Credit Loss Provision (HK$ Thousand) | Net Loans and Interest Receivables (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Individual Secured Loans | 165,755 | 177,391 | (55,847) | 121,544 | | Individual Unsecured Loans | 127,421 | 137,379 | (39,951) | 97,428 | | Corporate Secured Loans | 54,000 | 61,846 | – | 61,846 | | Corporate Unsecured Loans | 144,379 | 152,135 | (46,131) | 106,004 | | Total | 491,555 | 528,751 | (141,929) | 386,822 | - As of June 30, 2025, the Group had 48 active accounts, comprising 31 individual loans and 17 corporate loans[78] - During the period, interest income generated from the top five customers accounted for approximately 18.6% (2024: 17.3%) of the Group's total revenue, while the single largest customer accounted for approximately 4.2% (2024: 3.6%) of the Group's total revenue[79] Ageing Analysis of Net Loans and Interest Receivables (As of Reporting Date) | Ageing | HK$ Thousand | | :--- | :--- | | Not Overdue | 97,475 | | Overdue: | | | - 1 to 30 Days | 4,974 | | - 31 to 60 Days | – | | - 61 to 90 Days | – | | - Over 90 Days | 284,373 | | Total | 386,822 | Asset Investment Business The group's asset investment business aims to diversify investments across bonds, funds, equity investments, and investment properties, recording a HK$31.6 million loss for the period, primarily driven by fair value changes in financial assets at fair value through profit or loss, particularly underperforming listed equity securities in the healthcare sector - During the period, the asset investment segment generated a loss of approximately HK$31.6 million (2024: HK$36.9 million), primarily driven by fair value changes in financial assets at fair value through profit or loss, especially investments in listed equity securities in the healthcare industry[83] - The Group has withdrawn from bond investments and holds five unlisted closed-end funds, whose performance is regularly monitored[84] - As of June 30, 2025, the Group's financial assets at fair value through profit or loss amounted to approximately HK$389.2 million, including equity securities, unlisted investment funds, and unlisted equity investments[85] - As of June 30, 2025, the Group held investment properties of approximately HK$27.2 million, which are leased out to generate rental income[86] Significant Investments The group's investment in Convoy Global Holdings Limited is significant, with a fair value of approximately HK$207.9 million as of June 30, 2025, representing about 18.6% of the group's total consolidated assets and recording a fair value loss of approximately HK$6.1 million, while the Board maintains a cautious outlook on Convoy's future prospects Significant Investments in Financial Assets at Fair Value Through Profit or Loss (As of June 30, 2025) | Investment Description | Business Overview | Investment Fair Value as of June 30, 2025 (HK$ Thousand) | Approximate Percentage of Shareholding in Investee Company as of June 30, 2025 | Approximate Percentage of Consolidated Net Assets as of June 30, 2025 | Unrealized (Loss) / Gain During the Period (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Convoy Global Holdings Limited (3886) | Provides medical and dental services, manages medical networks in Hong Kong and China, etc | 207,941 | 12.89% | 19.2% | (6,144) | | Other Listed Securities Investments | | 95,186 | | | (10,496) | | Unlisted Investment Funds | | 67,128 | | | (10,791) | | Unlisted Equity Investments | | 18,921 | | | (1,102) | | Total | | 389,176 | | | (28,533) | - The Group holds 873,700,000 Convoy shares, with an investment cost of approximately HK$922.1 million, representing approximately 12.90% of Convoy's issued shares[88] - The Directors maintain a cautious and prudent attitude towards the future prospects of Convoy's principal businesses and are aware of the challenges associated with significant investments[89] Business Outlook Despite the resilience of Hong Kong's capital market, uncertainties in US trade and monetary policies continue to affect global financial conditions, prompting the group to strengthen risk management, prudently monitor loan repayment performance, actively seek to transfer non-performing loans, and expand its business scope, particularly in the healthcare industry, to maximize shareholder value - The Hong Kong capital market showed resilience in the first half of 2025, but uncertainties in US trade policy and the unpredictability of its monetary policy may affect global financial conditions and investment sentiment[92] - The Group is strengthening its risk management framework, prudently balancing risks and returns to ensure long-term stability, and enhancing credit assessment and approval procedures[92] - The Group will actively seek potential investors to transfer non-performing loans to recover principal and is committed to enhancing shareholder value, emphasizing flexible funding solutions and optimizing financial strategies[92][93] - The Group will vigilantly monitor the business environment and market conditions, seeking opportunities to develop diversified business segments, particularly targeting investment projects in the thriving healthcare industry[93] Liquidity and Financial Resources and Share Capital Structure As of June 30, 2025, the group's bank balances and cash were approximately HK$145.1 million, net current assets approximately HK$942.3 million, and current ratio approximately 27.3 times, with a gearing ratio of 3.2% indicating a sound financial position, bank borrowings of approximately HK$22.0 million secured by investment properties, and no significant foreign exchange fluctuation risk Liquidity and Financial Resources (As of June 30, 2025) | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Bank Balances and Cash | 145,100 | 143,300 | | Net Current Assets | 942,300 | 966,200 | | Current Ratio | 27.3 times | 24.8 times | | Gearing Ratio | 3.2% | 3.5% | | Bank Borrowings | 22,000 | 22,300 | - As of June 30, 2025, investment properties of approximately HK$27.2 million were pledged as collateral for mortgage loans[96] - As the Group's bank balances, cash, and borrowings are primarily denominated in Hong Kong Dollars, there is no significant foreign exchange fluctuation risk and no related hedging[95] Significant Acquisitions and Disposals During the period, the group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - During the period, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures[99] Employees and Remuneration Policy As of June 30, 2025, the group employed 27 staff, with remuneration policies determined by industry practice, individual performance, capabilities, qualifications, position, seniority, and experience, offering discretionary bonuses and share options, while directors' remuneration is recommended and determined by the Remuneration Committee and the Board - As of June 30, 2025, the Group employed 27 staff[100] - The Group provides appropriate and regular training to its employees and determines remuneration policies based on industry practice and individual employee performance, capabilities, qualifications, position, seniority, and experience[100] - In addition to regular remuneration, eligible employees are granted discretionary bonuses and share options based on the Group's performance and individual employee performance[100] Other Information Purchase, Sale or Redemption of the Company's Listed Securities During the period, the company repurchased a total of 149,290,000 shares on the Stock Exchange for approximately HK$10.2 million, with 133,590,000 shares cancelled in June and the remaining 15,700,000 shares cancelled in August, which the Board believes reflects confidence in the company's prospects and enhances earnings per share and net asset value - During the period, the Company repurchased a total of 149,290,000 ordinary shares of HK$0.01 par value each in its share capital on the Stock Exchange, for a total consideration (before expenses) of approximately HK$10,165,000[101] - The first batch of 133,590,000 repurchased shares was cancelled in June 2025, and the remaining 15,700,000 shares were cancelled in August 2025[101] Details of Share Repurchases (For the Six Months Ended June 30, 2025) | Month of Repurchase | Number of Shares Repurchased | Highest Price Paid Per Share (HK$) | Lowest Price Paid Per Share (HK$) | Total Approximate Consideration (Before Expenses) (HK$) | | :--- | :--- | :--- | :--- | :--- | | April 2025 | 52,300,000 | 0.073 | 0.067 | 3,665,000 | | May 2025 | 81,290,000 | 0.072 | 0.062 | 5,463,000 | | June 2025 | 15,700,000 | 0.067 | 0.064 | 1,037,000 | | Total | 149,290,000 | | | 10,165,000 | - The Directors believe that these repurchases reflect the Company's confidence in its long-term business prospects and will ultimately benefit the Company and create value for shareholders by enhancing earnings per share and increasing net asset value per share attributable to shareholders[102] Corporate Governance and Directors' Securities Transactions The company fully complied with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the period, and all directors confirmed compliance with the required standards of the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 - The Company has fully complied with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the period[104] - Following specific inquiries with all Directors, they have confirmed that they have complied with the required standards set out in the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules throughout the period[105] Audit Committee The company has established an Audit Committee, comprising three independent non-executive directors, which has reviewed the group's adopted accounting principles and practices, and discussed internal controls and financial reporting matters, including the unaudited condensed consolidated interim financial information for the period - The Company has established an Audit Committee of the Board in accordance with Rules 3.21 and 3.22 of the Listing Rules, comprising three independent non-executive Directors[106] - The Audit Committee has reviewed the accounting principles and practices adopted by the Group with management and discussed internal controls and financial reporting matters, including the unaudited condensed consolidated interim financial information for the period[106]