COOL LINK(08491) - 2025 - 中期业绩

Company Information and Disclaimer This section provides an overview of Cool Link (Holdings) Limited's unaudited condensed consolidated interim results for the six months ended June 30, 2025, including board responsibilities and GEM market risk warnings Company Overview and Report Statement This announcement presents Cool Link (Holdings) Limited's unaudited condensed consolidated interim results for the six months ended June 30, 2025, confirming accuracy and completeness while highlighting GEM market investment risks - Cool Link (Holdings) Limited (Stock Code: 8491) announced its unaudited condensed consolidated interim results for the six months ended June 30, 2025[2] - The Board confirms that the information contained in this announcement is accurate and complete in all material respects, and not misleading or fraudulent[3] - The GEM market is positioned to provide a listing platform for small and medium-sized companies with higher investment risks, and investors should understand the potential risks[5] Unaudited Condensed Consolidated Financial Statements This section presents the unaudited condensed consolidated financial statements, including the statement of comprehensive income, statement of financial position, statement of changes in equity, and statement of cash flows Unaudited Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the Group achieved a profit of S$105 thousand, a significant improvement from the prior year's loss, driven by effective cost control despite a slight revenue decrease Condensed Consolidated Statement of Comprehensive Income Key Data | Indicator | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Revenue | 14,230 | 14,678 | | Cost of sales | (10,357) | (10,813) | | Gross profit | 3,873 | 3,865 | | Other income and other gains | 153 | 141 | | Selling and distribution costs | (1,104) | (1,472) | | Administrative and other operating expenses | (2,442) | (2,584) | | Share of results of an associate | – | (22) | | Finance costs | (240) | (200) | | Profit/(Loss) before income tax | 240 | (272) | | Income tax expense | (135) | (102) | | Profit/(Loss) for the period attributable to owners of the Company | 105 | (374) | | Basic and diluted earnings/(loss) per share (Singapore cents) | 0.03 | (0.16) | - Profit for the period attributable to owners of the Company turned from a loss of S$374 thousand in the same period of 2024 to a profit of S$105 thousand in the same period of 2025[7] - Basic and diluted earnings per share turned from a loss of 0.16 Singapore cents in the same period of 2024 to a profit of 0.03 Singapore cents in the same period of 2025[7] Unaudited Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's net assets slightly decreased to S$23,228 thousand, while net current assets improved, indicating enhanced liquidity Condensed Consolidated Statement of Financial Position Key Data | Indicator | June 30, 2025 (S$ thousand) | December 31, 2024 (S$ thousand) | | :--- | :--- | :--- | | ASSETS | | | | Total non-current assets | 14,676 | 15,411 | | Total current assets | 21,380 | 21,516 | | LIABILITIES | | | | Total current liabilities | 6,243 | 6,681 | | Total non-current liabilities | 6,585 | 6,854 | | EQUITY | | | | Total equity | 23,228 | 23,392 | | Net current assets | 15,137 | 14,835 | | Total assets less current liabilities | 29,813 | 30,246 | | Net assets | 23,228 | 23,392 | - As of June 30, 2025, net assets were S$23,228 thousand, a slight decrease from S$23,392 thousand as of December 31, 2024[10] - Net current assets increased from S$14,835 thousand as of December 31, 2024, to S$15,137 thousand as of June 30, 2025[10] Unaudited Condensed Consolidated Statement of Changes in Equity Total equity attributable to owners decreased to S$23,228 thousand as of June 30, 2025, primarily due to exchange differences from translating foreign operations' financial statements, despite a period profit Condensed Consolidated Statement of Changes in Equity Key Data | Indicator | June 30, 2025 (S$ thousand) | January 1, 2025 (S$ thousand) | | :--- | :--- | :--- | | Share capital | 13,877 | 13,877 | | Reserves | 9,351 | 9,515 | | Total equity | 23,228 | 23,392 | | Profit for the period | 105 | - | | Exchange differences arising from translation of financial statements of foreign operations | (269) | - | - Profit for the period was S$105 thousand, compared to a loss of S$374 thousand in the same period of 2024[11] - Exchange differences arising from the translation of financial statements of foreign operations resulted in an increase of S$269 thousand in other comprehensive expenses for the period[11] Unaudited Condensed Consolidated Statement of Cash Flows Net cash generated from operating activities significantly improved to S$2,014 thousand for the six months ended June 30, 2025, leading to an increase in cash and cash equivalents at period-end Condensed Consolidated Statement of Cash Flows Key Data | Indicator | H1 2025 (S$ thousand) | H1 2024 (S$ thousand) | | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 2,014 | (3,285) | | Net cash used in investing activities | (44) | (307) | | Net cash used in/(generated from) financing activities | (594) | 11,108 | | Net increase in cash and cash equivalents | 1,376 | 7,516 | | Cash and cash equivalents at end of period | 8,214 | 9,044 | - Net cash generated from operating activities turned from (S$3,285) thousand in the same period of 2024 to S$2,014 thousand in the same period of 2025, indicating a significant improvement in operating cash flow[12] - Cash and cash equivalents at the end of the period increased to S$8,214 thousand from S$6,842 thousand at the beginning of the period[13] Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed notes explaining the basis of preparation, accounting policies, and specific financial statement line items 1. Company Information Cool Link (Holdings) Limited, incorporated in the Cayman Islands with its principal place of business in Singapore, primarily engages in investment holding and the supply of food and healthcare products - The Company is incorporated in the Cayman Islands, with its principal place of business in Singapore[14] - The Group is principally engaged in the supply of food and healthcare products[15] 2. Basis of Preparation and 3. Adoption of New and Revised Hong Kong Financial Reporting Standards The interim financial statements are prepared in Singapore Dollars under HKAS 34 and GEM Listing Rules, adopting new HKSFRSs effective January 1, 2025, with no significant anticipated impact - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the GEM Listing Rules[16] - New and revised Hong Kong Financial Reporting Standards effective January 1, 2025, have been adopted and are not expected to have a significant impact on the financial statements[17][18] - The financial statements are presented in Singapore Dollars, which is the Company's functional currency[16] 4. Revenue The Group's revenue for the six months ended June 30, 2025, was S$14,230 thousand, a slight decrease from the prior year, primarily derived from goods sales Revenue Details | Revenue Source | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Sale of goods | 14,230 | 14,678 | | Timing of revenue recognition: At a point in time | 14,230 | 14,678 | - For the six months ended June 30, 2025, revenue from the sale of goods was S$14,230 thousand, representing a year-on-year decrease of 3.05%[19] 5. Other Income and Other (Losses) and Gains Total other income and gains increased to S$153 thousand, mainly driven by a significant rise in interest income, despite decreases in rental income and government grants Other Income and Gains Details | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Interest income | 175 | 20 | | Rental income from investment properties | 30 | 98 | | Fair value gains/(losses) on financial assets at fair value through profit or loss | 2 | (1) | | Government grants | 22 | 45 | | Others | (76) | (21) | | Total | 153 | 141 | - Interest income significantly increased from S$20 thousand in the same period of 2024 to S$175 thousand in the same period of 2025[20] 6. Finance Costs Finance costs increased by 20% to S$240 thousand for the six months ended June 30, 2025, primarily due to higher interest on borrowings Finance Costs Details | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Interest on borrowings | 178 | 66 | | Finance charges on lease liabilities | 62 | 63 | | Interest on promissory notes | – | 71 | | Total | 240 | 200 | - Finance costs increased by 20% year-on-year to S$240 thousand, primarily due to an increase in interest on borrowings from S$66 thousand to S$178 thousand[21] 7. Profit/(Loss) Before Income Tax Profit before income tax significantly improved to S$240 thousand, reversing the prior year's loss, attributed to controlled costs and reduced net exchange losses Profit/(Loss) Before Income Tax Adjustments | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Auditor's remuneration | 52 | 50 | | Cost of inventories sold | 10,357 | 10,521 | | Depreciation of property, plant and equipment | 361 | 355 | | Depreciation of right-of-use assets | 128 | 195 | | Depreciation of investment properties | 30 | 30 | | Amortisation of intangible assets | 43 | 28 | | Direct operating expenses from investment properties that generated rental income | 31 | 32 | | Employee benefit expenses (including directors' emoluments) | 1,704 | 2,025 | | Short-term leases and leases with lease terms of 12 months or less | 124 | 145 | | Net exchange losses | (80) | (19) | - Profit before income tax turned from a loss of S$272 thousand in the same period of 2024 to a profit of S$240 thousand in the same period of 2025[22] - Employee benefit expenses (including directors' emoluments) decreased from S$2,025 thousand to S$1,704 thousand[22] 8. Income Tax Expense Income tax expense increased to S$135 thousand, primarily due to higher current tax in Singapore, while deferred tax liabilities decreased Income Tax Expense Details | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Current tax — Singapore | (156) | (107) | | Deferred tax | 21 | 5 | | Total | (135) | (102) | - Income tax expense increased year-on-year to S$135 thousand, with current tax in Singapore rising from S$107 thousand to S$156 thousand[23] 9. Earnings/(Loss) Per Share Basic earnings per share improved to S$0.03 cents for the six months ended June 30, 2025, from a loss in the prior year, with no dilutive effect Earnings/(Loss) Per Share Data | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit/(Loss) attributable to owners of the Company (S$ thousand) | 105 | (374) | | Weighted average number of ordinary shares (thousand shares) | 398,606 | 234,346 | - Profit attributable to owners of the Company turned from a loss of S$374 thousand in the same period of 2024 to a profit of S$105 thousand in the same period of 2025[24] - The weighted average number of ordinary shares increased from 234,346 thousand shares in the same period of 2024 to 398,606 thousand shares in the same period of 2025, primarily due to the rights issue in 2024[24][25] 10. Dividends The Board does not recommend paying any dividend for the six months ended June 30, 2025, consistent with the prior year - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (2024: nil)[27] 11. Property, Plant and Equipment Acquisitions of property, plant and equipment significantly decreased to S$44 thousand for the six months ended June 30, 2025, compared to the prior year - The Group's acquisitions of property, plant and equipment for the six months ended June 30, 2025, amounted to S$44 thousand, a significant decrease from S$307 thousand in the same period of 2024[28] 12. Goodwill Goodwill's net carrying amount is zero as of June 30, 2025, due to a recognized impairment loss of S$2,577 thousand Goodwill Net Carrying Amount | Item | June 30, 2025 (S$ thousand) | December 31, 2024 (S$ thousand) | | :--- | :--- | :--- | | At beginning of reporting period | 2,577 | 2,577 | | Impairment loss recognised | (2,577) | (2,577) | | At end of reporting period | – | – | - The net carrying amount of goodwill was zero at the end of the reporting period due to a recognized impairment loss of S$2,577 thousand[29] 13. Trade Receivables Net trade receivables slightly decreased to S$5,596 thousand as of June 30, 2025, with a notable shift in aging from 0-30 days to 31-90 days Trade Receivables and Aging Analysis | Item | June 30, 2025 (S$ thousand) | December 31, 2024 (S$ thousand) | | :--- | :--- | :--- | | Trade receivables | 5,656 | 5,860 | | Less: Provision for expected credit losses | (60) | (93) | | Net amount | 5,596 | 5,767 | | Aging analysis: | | | | 0 to 30 days | 2,441 | 4,602 | | 31 to 90 days | 3,104 | 1,144 | | 91 to 180 days | 79 | 21 | | Over 180 days | 32 | – | | Total | 5,656 | 5,767 | - Net trade receivables decreased from S$5,767 thousand as of December 31, 2024, to S$5,596 thousand as of June 30, 2025[30] - Trade receivables aged 0 to 30 days decreased from S$4,602 thousand to S$2,441 thousand, while those aged 31 to 90 days increased from S$1,144 thousand to S$3,104 thousand[30] 14. Trade Payables and 15. Bank Borrowings Trade payables slightly increased to S$3,320 thousand, while total bank borrowings decreased to S$4,784 thousand, with most classified as non-current liabilities Trade Payables and Aging Analysis | Item | June 30, 2025 (S$ thousand) | December 31, 2024 (S$ thousand) | | :--- | :--- | :--- | | Trade payables | 3,320 | 3,231 | | Aging analysis: | | | | 0 to 30 days | 1,426 | 1,842 | | 31 to 90 days | 710 | 362 | | 91 to 180 days | 157 | – | | Over 180 days | 1,027 | 1,027 | | Total | 3,320 | 3,231 | Bank Borrowings Details | Item | June 30, 2025 (S$ thousand) | December 31, 2024 (S$ thousand) | | :--- | :--- | :--- | | Secured mortgage loans | 4,784 | 5,006 | | Carrying amount repayable: | | | | Within one year | 432 | 435 | | After one year but within two years | 451 | 458 | | After two years but within five years | 1,507 | 1,519 | | After five years | 2,394 | 2,594 | | Total | 4,784 | 5,006 | | Classified as: | | | | Non-current liabilities | 4,352 | 4,571 | | Current liabilities | 432 | 435 | | Total | 4,784 | 5,006 | - Trade payables increased from S$3,231 thousand as of December 31, 2024, to S$3,320 thousand as of June 30, 2025[31] - Total bank borrowings decreased from S$5,006 thousand as of December 31, 2024, to S$4,784 thousand as of June 30, 2025[31] 16. Share Capital As of June 30, 2025, the Company's issued share capital remained unchanged at 398,606,168 ordinary shares with a par value of S$13,877 thousand, following a rights issue in 2024 Share Capital Movement Overview | Item | Number of Ordinary Shares | Par Value of Ordinary Shares (S$ thousand) | | :--- | :--- | :--- | | Authorised: | | | | As at December 31, 2024, January 1, 2025 and June 30, 2025 | 500,000,000 | 17,337 | | Issued: | | | | As at January 1, 2024 | 99,652,000 | 3,471 | | Shares issued upon rights issue | 298,954,168 | 10,406 | | As at December 31, 2024, January 1, 2025 and June 30, 2025 | 398,606,168 | 13,877 | - The number of issued ordinary shares is 398,606,168, with a par value of S$13,877 thousand, unchanged since December 31, 2024[32] - A rights issue was completed on April 10, 2024, issuing 298,954,168 shares and raising gross proceeds of approximately HK$100.2 million[32] 17. Share Option Scheme The Company's share option scheme, effective August 30, 2017, aims to reward eligible participants, with maximum grants limited to 10% of issued shares and specific exercise price criteria - The Share Option Scheme became effective on August 30, 2017, aiming to reward eligible participants who have contributed to the Group's business[33] - The maximum number of share options granted is 10% of the issued shares, with a maximum of 1% for any single participant within a 12-month period[33] - The exercise price of share options is determined by the Directors and shall not be less than the highest of the closing price on the Stock Exchange, the average closing price for the five preceding trading days, or the nominal value[34] 18. Capital Commitments As of June 30, 2025, the Group had no capital commitments, consistent with the prior period - As of June 30, 2025, the Group had no capital commitments (December 31, 2024: nil)[36] 19. Related Party Transactions Key management personnel compensation decreased to S$442 thousand, primarily due to a reduction in short-term employee benefits Key Management Personnel Remuneration | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Short-term employee benefits | 417 | 451 | | Defined contributions | 25 | 26 | | Total | 442 | 477 | - Total key management personnel remuneration decreased from S$477 thousand in the same period of 2024 to S$442 thousand in the same period of 2025[37] 20. Fair Value Measurement The Group's financial assets are measured at fair value across three levels, with no transfers between levels or changes in valuation methods during the reporting period Fair Value Hierarchy Disclosure (June 30, 2025) As at June 30, 2025 | Item | Level 1 (S$ thousand) | Level 2 (S$ thousand) | Level 3 (S$ thousand) | Total (S$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss — Hong Kong listed equity securities | 14 | – | – | 14 | | Financial assets at fair value through other comprehensive income: Unlisted equity investments | – | – | 2,075 | 2,075 | | Total | 14 | – | 2,075 | 2,089 | Fair Value Hierarchy Disclosure (December 31, 2024) As at December 31, 2024 | Item | Level 1 (S$ thousand) | Level 2 (S$ thousand) | Level 3 (S$ thousand) | Total (S$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss — Hong Kong listed equity securities | 12 | – | – | 12 | | Financial assets at fair value through other comprehensive income: Unlisted equity investments | – | – | 2,347 | 2,347 | | Total | 12 | – | 2,347 | 2,359 | - As of June 30, 2025, financial assets at fair value through profit or loss (Hong Kong listed equity securities) were S$14 thousand, and financial assets at fair value through other comprehensive income (unlisted equity investments) were S$2,075 thousand[39] - There were no transfers between Level 1, Level 2, and Level 3 during the reporting period, and no changes in the methods and valuation techniques used to measure fair value[40][41] Management Discussion and Analysis This section provides a review of the Group's business operations, financial performance, and future outlook, including liquidity, capital structure, and employee information Business Review The Group, primarily engaged in food and healthcare product supply, achieved a profit of S$105 thousand, driven by reduced selling and distribution expenses, despite global supply chain complexities - The Group is primarily engaged in the supply of food and healthcare products, with customers mainly being ship chandlers in Singapore[44][45] - The Group recorded a profit of approximately S$105 thousand for the period, compared to a loss of S$374 thousand in the same period last year, mainly due to a reduction in selling and distribution expenses of approximately S$0.4 million[45] - Key products sold include cheese, juices, milk, ice cream, and bread, along with value-added food processing services[45] Outlook Facing geopolitical risks and economic uncertainties, the Group remains committed to brand promotion, product quality, exploring new opportunities, and implementing diversified strategies for sustainable growth and profitability - Ongoing geopolitical risks, the Russia-Ukraine war, and interest rate changes pose challenges to the global economy, making the Group's outlook full of uncertainties[46] - The Group will continue to focus on brand promotion, providing quality products, exploring diversified opportunities to broaden revenue streams, and increasing market share[46] - The Board remains optimistic and will take necessary actions to minimize the impact on core businesses, while striving to expand operations for sustainable growth and enhanced profitability[46] Financial Review Revenue decreased by 3.4% to S$14.2 million, but effective cost control improved gross margin to 27.5%, and reduced operating expenses led to a profit of S$105 thousand, reversing the prior year's loss Financial Review Key Data | Indicator | H1 2025 (S$ thousand) | H1 2024 (S$ thousand) | Change (S$ thousand) | Change Percentage | Primary Reason | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 14,230 | 14,678 | (448) | -3.05% | Decrease in sales volume of frozen products | | Cost of sales | 10,357 | 10,813 | (456) | -4.22% | Maintained at a similar level | | Gross profit | 3,873 | 3,865 | 8 | 0.21% | - | | Gross profit margin | 27.22% | 26.33% | 0.89% | - | Effective cost control | | Selling and distribution costs | 1,104 | 1,472 | (368) | -25.00% | Decrease in advertising and promotion expenses | | Administrative and other operating expenses | 2,442 | 2,584 | (142) | -5.49% | Decrease in salaries and other operating costs | | Finance costs | 240 | 200 | 40 | 20.00% | Increase in interest expense on bank borrowings | | Profit/(Loss) for the period | 105 | (374) | 479 | - | Decrease in selling and distribution costs | Capital Structure Details of the Company's share capital are provided in Note 16 to the condensed consolidated financial statements - Details of the Company's share capital are set out in Note 16 to the condensed consolidated financial statements in this interim report[54] Liquidity and Financial Resources The Group's working capital is sourced from internal resources, placements, and bank borrowings, with an improved quick ratio of 2.36 times indicating enhanced liquidity - The Group's working capital is funded by internal resources, placements, and bank and other borrowings[55] - As of June 30, 2025, the quick ratio was approximately 2.36 times (December 31, 2024: 2.13 times), indicating improved liquidity[55] Gearing Ratio Total borrowings decreased to approximately S$7.1 million, resulting in a slightly lower gearing ratio of 30.7%, indicating reduced financial leverage - As of June 30, 2025, total borrowings were approximately S$7.1 million (December 31, 2024: S$7.4 million)[56] - The gearing ratio was approximately 30.7% (December 31, 2024: 31.5%), representing a slight decrease[56] Capital Expenditure For the six months ended June 30, 2025, the Group incurred no significant capital expenditure related to property, plant, and equipment acquisitions - For the six months ended June 30, 2025, the Group incurred no significant capital expenditure primarily related to the acquisition of property, plant and equipment[57] Capital Commitments As of June 30, 2025, the Group had no significant capital commitments, consistent with the prior period - As of June 30, 2025, the Group had no material capital commitments (December 31, 2024: nil)[58] Pledge of the Group's Assets As of June 30, 2025, the Group pledged approximately S$1.5 million in bank deposits, S$6.9 million in land and buildings, and S$0.6 million in investment properties to secure bank facilities - As of June 30, 2025, the Group had pledged approximately S$1.5 million in bank deposits, S$6.9 million in land and buildings, and S$0.6 million in investment properties to secure bank facilities[59] Significant Investments, Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures For the six months ended June 30, 2025, the Group made no significant investments, material acquisitions, or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group made no significant investments, material acquisitions, or disposals of subsidiaries, associates, and joint ventures[60] Future Plans for Material Investments and Capital Assets As of June 30, 2025, the Group had no other future plans for material investments and capital assets - As of June 30, 2025, the Group had no other future plans for material investments and capital assets[61] Contingent Liabilities As of June 30, 2025, the Group had contingent liabilities of S$948 thousand for performance bonds, secured by leased properties, investment properties, and corporate guarantees - As of June 30, 2025, the Group had contingent liabilities of S$948 thousand for issued performance bonds (December 31, 2024: S$946 thousand)[62] - Guarantees for bank-issued performance bonds are secured by leased properties, investment properties, and corporate guarantees of the Company[62] Information on Employees and Remuneration Policies As of June 30, 2025, the Group employed 66 staff with total employee costs of approximately S$1.7 million, offering competitive remuneration, a share option scheme, and training programs - As of June 30, 2025, the Group employed 66 employees (December 31, 2024: 64 employees)[63] - Total staff costs for the six months ended June 30, 2025, were approximately S$1.7 million (same period in 2024: S$2.0 million)[63] - The Group has adopted a share option scheme and provides various training courses to enhance employee skills and capabilities[63] Other Information This section covers the use of proceeds, interests of directors and major shareholders, securities transactions, share option and award schemes, competition, corporate governance, and audit committee review Use of Proceeds As of June 30, 2024, net proceeds from the rights issue were partially utilized, with some categories fully expended and others, like M&A and property acquisition, having unutilized balances expected to be used by 2025 Use of Proceeds from Rights Issue | Use | Original Intended Use of Net Proceeds (HK$ thousand) | Actual Use of Net Proceeds as at June 30, 2025 (HK$ thousand) | Unutilised Net Proceeds as at June 30, 2025 (HK$ thousand) | | :--- | :--- | :--- | :--- | | Repayment of promissory notes | 18,000 | 18,000 | – | | Mergers and acquisitions | 30,000 | – | 30,000 | | Acquisition and replacement of property, plant and equipment | 6,000 | 1,144 | 4,856 | | Upgrading of information technology system | 2,000 | 2,000 | – | | Advertising and promotion expenses | 3,000 | 3,000 | – | | Working capital | 38,900 | 38,900 | – | | Total | 97,900 | 63,044 | 34,856 | - Among the net proceeds from the rights issue, funds for repayment of promissory notes, upgrading IT systems, advertising and promotion expenses, and working capital have been fully utilized[64] - Unutilized balances remain for mergers and acquisitions (HK$30,000 thousand) and acquisition and replacement of property, plant and equipment (HK$4,856 thousand)[64] Directors', Chief Executive's and Substantial Shareholders' Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, several directors and substantial shareholders held long positions in the Company's shares, with Mr. Kwok Kwai Sin holding a combined 21.71% interest Directors' and Chief Executive's Long Positions in Shares and Underlying Shares | Name | Capacity/Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Chan Siu Yee | Beneficial owner/Personal interest | 11,760,000 | 2.95% | | Mr. Ngai Chiu Cheung | Beneficial owner/Personal interest/Spouse's interest | 13,107,000 | 3.29% | | Ms. Yeung Po Chu | Spouse's interest | 13,107,000 | 3.29% | | Zumegnsi Technology Group Limited | Beneficial owner | 59,670,000 | 14.97% | | Mr. Kwok Kwai Sin | Beneficial owner | 26,865,000 | 6.74% | Substantial Shareholders' and Other Persons' Long Positions in Shares and Underlying Shares | Name | Capacity/Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Metaverse (International) Securities Limited | Trustee of the scheme/Other | 36,445,000 | 9.14% | - Mr. Kwok Kwai Sin directly holds 6.74% of shares and indirectly holds 14.97% of shares through Zumegnsi Technology Group Limited, totaling a 21.71% interest[65][68] - Metaverse (International) Securities Limited, as trustee of the Share Award Scheme, holds 36,445,000 shares, representing 9.14% of the issued shares[67] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the Company nor 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[69] Share Option Scheme The Company's share option scheme, adopted on August 30, 2017, aims to attract, retain, and reward eligible individuals, with no options granted, exercised, cancelled, or lapsed during the period - The Company adopted a Share Option Scheme on August 30, 2017, aiming to attract, retain, and reward eligible persons[70] - For the six months ended June 30, 2025, no share options were granted, exercised, cancelled, or lapsed[71] Share Award Scheme Adopted on September 14, 2021, the Share Award Scheme rewards contributors and retains talent, with the trustee having purchased 36,445,000 shares, but no awards granted as of June 30, 2025 - The Company adopted a Share Award Scheme on September 14, 2021, to reward eligible participants who have contributed to the Group and to attract and retain talent[72] - The trustee has utilized approximately HK$17,989 thousand to purchase 36,445,000 shares in the market, representing 9.14% of the issued shares as of the reporting date[73] - As of June 30, 2025, no award shares were granted under the scheme[73] Competition and Conflicts of Interest For the six months ended June 30, 2025, no directors, substantial shareholders, or their close associates engaged in competing businesses or had other conflicts of interest with the Group - For the six months ended June 30, 2025, no directors, substantial shareholders, or their respective close associates engaged in any business that competes or may compete with the Group's business, nor did they have any other conflicts of interest with the Group[75] Compliance with Corporate Governance Code The Company maintains high standards of corporate governance and has complied with the code provisions of the Corporate Governance Code in Appendix 15 to the GEM Listing Rules - The Company has complied with the code provisions of the Corporate Governance Code as set out in Appendix 15 to the GEM Listing Rules[76] Directors' Securities Transactions All directors confirmed that for the six months ended June 30, 2025, they have fully complied with the required standards for securities transactions as set out in Rules 5.48 to 5.67 of the GEM Listing Rules - All Directors confirmed that for the six months ended June 30, 2025, they have fully complied with the required standards for securities transactions as set out in Rules 5.48 to 5.67 of the GEM Listing Rules[77] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviewed the interim report and financial statements, confirming compliance with accounting standards, GEM Listing Rules, and adequate disclosure - The Audit Committee is composed of three independent non-executive Directors, with Ms. Chan Wai Nga as the chairperson[78] - The Audit Committee has reviewed this interim report and the unaudited condensed consolidated financial statements, deeming them to be in compliance with applicable accounting standards, the GEM Listing Rules, and other legal requirements, with adequate disclosure[78]