COOL LINK(08491) - 2025 - 中期财报

GEM Characteristics and Disclaimer This section outlines the characteristics of the GEM market, a listing platform for high-risk small and medium-sized companies, emphasizing investor caution regarding potential risks, with directors assuming full responsibility for report accuracy - The GEM market is positioned as a listing platform for high-investment-risk small and medium-sized companies, where securities may be subject to greater market volatility and high liquidity is not guaranteed[2] - The Company's directors jointly and individually assume full responsibility for the information in this report, confirming its accuracy, completeness, and absence of misleading or fraudulent content[3] Unaudited Condensed Consolidated Financial Statements This section presents Cool Link (Holdings) Limited's unaudited condensed consolidated financial statements for the six months ended 30 June 2025, including comprehensive income, financial position, equity changes, and cash flows, compared to 2024 Unaudited Condensed Consolidated Statement of Comprehensive Income For the six months ended 30 June 2025, the Group achieved a profit of S$105 thousand, a significant improvement from a S$374 thousand loss in 2024, driven by cost of sales control and reduced administrative expenses Unaudited Condensed Consolidated Statement of Comprehensive Income Key Data for the Six Months Ended 30 June 2025 | Metric | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 14,230 | 14,678 | (448) | -3.05% | | Cost of Sales | (10,357) | (10,813) | 456 | -4.22% | | Gross Profit | 3,873 | 3,865 | 8 | 0.21% | | Other Income and Other Gains | 153 | 141 | 12 | 8.51% | | Selling and Distribution Costs | (1,104) | (1,472) | 368 | -25.00% | | Administrative and Other Operating Expenses | (2,442) | (2,584) | 142 | -5.49% | | Finance Costs | (240) | (200) | (40) | 20.00% | | Profit/(Loss) Before Income Tax | 240 | (272) | 512 | -188.24% | | Income Tax Expense | (135) | (102) | (33) | 32.35% | | Profit/(Loss) for the Period Attributable to Owners of the Company | 105 | (374) | 479 | -128.07% | | Basic and Diluted Earnings/(Loss) Per Share (Singapore cents) | 0.03 | (0.16) | 0.19 | -118.75% | - A profit of S$105 thousand was achieved in the first half of 2025, compared to a loss of S$374 thousand in the same period of 2024, primarily due to reduced selling and distribution expenses[4][50] - Exchange differences resulted in an increase in other comprehensive expenses, amounting to S$269 thousand in the first half of 2025, compared to S$74 thousand in the same period of 2024[5] Unaudited Condensed Consolidated Statement of Financial Position As at 30 June 2025, the Group's total assets slightly decreased, while net current assets increased, maintaining a robust asset-liability structure with minor reductions in non-current liabilities and total equity Unaudited Condensed Consolidated Statement of Financial Position Key Data as at 30 June 2025 | Metric | 30 June 2025 (S$ thousand) | 31 December 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Non-current Assets | 14,676 | 15,411 | (735) | -4.77% | | Total Current Assets | 21,380 | 21,516 | (136) | -0.63% | | Total Current Liabilities | 6,243 | 6,681 | 438 | -6.56% | | Net Current Assets | 15,137 | 14,835 | 302 | 2.04% | | Total Assets Less Current Liabilities | 29,813 | 30,246 | (433) | -1.43% | | Total Non-current Liabilities | 6,585 | 6,854 | 269 | -3.93% | | Net Assets | 23,228 | 23,392 | (164) | -0.70% | | Total Equity | 23,228 | 23,392 | (164) | -0.70% | - Inventories decreased from S$7,317 thousand as at 31 December 2024 to S$6,639 thousand as at 30 June 2025[6] - Cash and cash equivalents increased from S$6,842 thousand as at 31 December 2024 to S$8,214 thousand as at 30 June 2025[6] Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended 30 June 2025, total equity attributable to owners of the Company slightly decreased, primarily due to exchange differences from overseas financial statement translation, despite improved profit for the period Unaudited Condensed Consolidated Statement of Changes in Equity Key Data for the Six Months Ended 30 June 2025 | Metric | 30 June 2025 (S$ thousand) | 1 January 2024 (S$ thousand) | | :--- | :--- | :--- | | Share Capital | 13,877 | 3,471 | | Share Premium | 22,820 | 16,063 | | Shares Held for Share Award Scheme | (3,123) | (791) | | Translation Reserve | (207) | 115 | | Other Reserves | 2,490 | 2,490 | | Financial Assets at Fair Value Through Other Comprehensive Income Reserve | (1,800) | (816) | | Retained Profits/(Accumulated Losses) | (10,829) | (6,773) | | Total | 23,228 | 13,759 | - Profit for the period of S$105 thousand was recorded in the first half of 2025, compared to a loss of S$374 thousand in the same period of 2024[8] - Exchange differences arising from the translation of overseas operations' financial statements led to an increase in other comprehensive expenses of S$269 thousand in the first half of 2025[8] Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended 30 June 2025, the Group's operating cash flow turned positive, investing cash outflow decreased, financing cash outflow significantly reduced, and cash and cash equivalents increased at period-end Unaudited Condensed Consolidated Statement of Cash Flows Key Data for the Six Months Ended 30 June 2025 | Metric | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | | :--- | :--- | :--- | :--- | | Net Cash From/(Used In) Operating Activities | 2,014 | (3,285) | 5,299 | | Net Cash Used In Investing Activities | (44) | (307) | 263 | | Net Cash Used In/(From) Financing Activities | (594) | 11,108 | (11,702) | | Net Increase In Cash and Cash Equivalents | 1,376 | 7,516 | (6,140) | | Cash and Cash Equivalents at End of Period | 8,214 | 9,044 | (830) | - Net cash from operating activities turned from a S$3,285 thousand outflow in the same period of 2024 to a S$2,014 thousand inflow in the same period of 2025, primarily due to improved working capital movements[9] - Expenditure on property, plant and equipment acquisitions decreased from S$307 thousand in the same period of 2024 to S$44 thousand in the same period of 2025[10] - Cash outflow from financing activities primarily included repayment of bank borrowings and lease liabilities, whereas the same period in 2024 included net proceeds from a rights issue[10] Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed notes to the condensed consolidated financial statements, covering company information, accounting policies, revenue, expenses, asset/liability details, share capital, share option schemes, and fair value measurements, offering context and supplementary information 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, with the Group mainly involved in food and healthcare product supply - The Company was incorporated in the Cayman Islands on 27 January 2017, with its principal place of business in Singapore[11] - The Company's principal business is investment holding, and the Group is primarily engaged in the supply of food and healthcare products[12] 2. Basis of Preparation The condensed consolidated financial statements are prepared in accordance with HKAS 34 'Interim Financial Reporting' and GEM Listing Rules, adopting consistent accounting policies with no significant changes from new/revised HKFRSs effective 1 January 2025 - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the GEM Listing Rules[13] - The accounting policies adopted are consistent with those used in the 2024 annual financial statements, and newly adopted standards have not resulted in significant changes[13] 3. Adoption of New and Revised Hong Kong Financial Reporting Standards The Group has adopted new and revised HKFRSs effective 1 January 2025, including amendments to HKAS 21 'Lack of Exchangeability', with no significant impact expected on the condensed consolidated interim financial statements - New and revised Hong Kong Financial Reporting Standards effective 1 January 2025 have been adopted, including amendments to Hong Kong Accounting Standard 21 "Lack of Exchangeability"[14][15] - The new and revised Hong Kong Financial Reporting Standards are not expected to have a significant impact on the Group's condensed consolidated interim financial statements[15] 4. Revenue For the six months ended 30 June 2025, the Group's revenue was S$14,230 thousand, a decrease from S$14,678 thousand in 2024, primarily from the sale of goods Revenue Composition | Revenue Source | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Sale of Goods | 14,230 | 14,678 | (448) | -3.05% | | Timing of Revenue Recognition | At a point in time | At a point in time | - | - | 5. Other Income and Other (Losses) and Gains For the six months ended 30 June 2025, the Group's total other income and gains increased to S$153 thousand from S$141 thousand in 2024, primarily due to a significant rise in interest income Other Income and Gains Composition | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest Income | 175 | 20 | 155 | 775.00% | | Rental Income from Investment Properties | 30 | 98 | (68) | -69.39% | | Fair Value Gains/(Losses) on Financial Assets at Fair Value Through Profit or Loss | 2 | (1) | 3 | -300.00% | | Government Grants | 22 | 45 | (23) | -51.11% | | Others | (76) | (21) | (55) | 261.90% | | Total | 153 | 141 | 12 | 8.51% | 6. Finance Costs For the six months ended 30 June 2025, the Group's finance costs increased to S$240 thousand, up from S$200 thousand in 2024, primarily due to increased interest on borrowings Finance Costs Composition | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest on Borrowings | 178 | 66 | 112 | 169.70% | | Finance Charges on Lease Liabilities | 62 | 63 | (1) | -1.59% | | Interest on Promissory Notes | – | 71 | (71) | -100.00% | | Total | 240 | 200 | 40 | 20.00% | 7. Profit/(Loss) Before Income Tax For the six months ended 30 June 2025, the Group's profit before income tax was S$240 thousand, a significant improvement from a S$272 thousand loss in 2024, primarily due to reduced cost of sales and employee benefit expenses Factors Affecting Profit/(Loss) Before Income Tax | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Cost of Inventories Recognized as Expense — Cost of Goods Sold | 10,357 | 10,521 | (164) | -1.56% | | Depreciation of Property, Plant and Equipment | 361 | 355 | 6 | 1.69% | | Depreciation of Right-of-Use Assets | 128 | 195 | (67) | -34.36% | | Employee Benefit Expenses (Including Directors' Emoluments) | 1,704 | 2,025 | (321) | -15.85% | | Net Exchange Loss | (80) | (19) | (61) | 321.05% | 8. Income Tax Expense For the six months ended 30 June 2025, the Group's income tax expense increased to S$135 thousand, up from S$102 thousand in 2024, primarily due to higher current tax in Singapore Income Tax Expense Composition | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Current Tax — Singapore | (156) | (107) | (49) | 45.79% | | Deferred Tax | 21 | 5 | 16 | 320.00% | | Total | (135) | (102) | (33) | 32.35% | 9. Earnings/(Loss) Per Share For the six months ended 30 June 2025, the Company's basic earnings per share was 0.03 Singapore cents, a significant improvement from a 0.16 Singapore cents loss per share in 2024, primarily due to the period's profit turnaround Earnings/(Loss) Per Share Data | Metric | 2025 (Singapore cents) | 2024 (Singapore cents) | Change (Singapore cents) | | :--- | :--- | :--- | :--- | | Basic and Diluted Earnings/(Loss) Per Share | 0.03 | (0.16) | 0.19 | Number of Shares | Metric | 2025 (thousand shares) | 2024 (thousand shares) | Change (thousand shares) | Change Rate | | :--- | :--- | :--- | :--- | | Weighted Average Number of Ordinary Shares | 398,606 | 234,346 | 164,260 | 70.10% | - Profit attributable to owners of the Company for the first half of 2025 was approximately S$105,000, compared to a loss of approximately S$374,000 in the same period of 2024[22] - Diluted earnings per share is the same as basic earnings per share as the Group has no potential dilutive ordinary shares[23] 10. Dividends The Board does not recommend paying any dividends for the six months ended 30 June 2025, consistent with the same period in 2024 - The Board does not recommend paying any dividends for the six months ended 30 June 2025[24] 11. Property, Plant and Equipment For the six months ended 30 June 2025, the Group's expenditure on property, plant and equipment acquisitions was S$44 thousand, a significant decrease from S$307 thousand in 2024, primarily for product delivery Property, Plant and Equipment Acquisitions | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Acquisition of Property, Plant and Equipment | 44 | 307 | (263) | -85.67% | 12. Goodwill As at 30 June 2025, the Group's goodwill net carrying amount was zero, due to a recognized impairment loss of S$2,577 thousand Goodwill Net Carrying Amount | Item | 30 June 2025 (S$ thousand) | 31 December 2024 (S$ thousand) | | :--- | :--- | :--- | | At Beginning of Reporting Period | 2,577 | 2,577 | | Impairment Loss Recognized | (2,577) | (2,577) | | At End of Reporting Period | – | – | 13. Trade Receivables As at 30 June 2025, the Group's net trade receivables were S$5,596 thousand, a slight decrease from S$5,767 thousand as at 31 December 2024, with a significant increase in receivables aged 31 to 90 days Trade Receivables and Aging Analysis | Item | 30 June 2025 (S$ thousand) | 31 December 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade Receivables | 5,656 | 5,860 | (204) | -3.48% | | Less: Provision for Expected Credit Losses | (60) | (93) | 33 | -35.48% | | Net | 5,596 | 5,767 | (171) | -2.97% | | Aging Analysis: | | | | | | 0 to 30 days | 2,441 | 4,602 | (2,161) | -46.96% | | 31 to 90 days | 3,104 | 1,144 | 1,960 | 171.33% | | 91 to 180 days | 79 | 21 | 58 | 276.19% | | Over 180 days | 32 | – | 32 | - | - The credit period for trade receivables is generally from cash on delivery to 60 days[27] 14. Trade Payables As at 30 June 2025, the Group's trade payables were S$3,320 thousand, a slight increase from S$3,231 thousand as at 31 December 2024, with payables aged over 180 days remaining stable Trade Payables and Aging Analysis | Item | 30 June 2025 (S$ thousand) | 31 December 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade Payables | 3,320 | 3,231 | 89 | 2.75% | | Aging Analysis: | | | | | | 0 to 30 days | 1,426 | 1,842 | (416) | -22.58% | | 31 to 90 days | 710 | 362 | 348 | 96.13% | | 91 to 180 days | 157 | – | 157 | - | | Over 180 days | 1,027 | 1,027 | – | 0.00% | - The credit period for trade payables is generally from cash on delivery to 60 days[28] 15. Bank Borrowings As at 30 June 2025, the Group's total secured mortgage loans were S$4,784 thousand, a decrease from S$5,006 thousand as at 31 December 2024, with most classified as non-current liabilities Bank Borrowings Composition | Item | 30 June 2025 (S$ thousand) | 31 December 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Secured Mortgage Loans | 4,784 | 5,006 | (222) | -4.43% | | Classified as: | | | | | | Non-current Liabilities | 4,352 | 4,571 | (219) | -4.79% | | Current Liabilities | 432 | 435 | (3) | -0.69% | 16. Share Capital As at 30 June 2025, the Company's issued share capital was S$13,877 thousand, with 398,606,168 ordinary shares, consistent with 31 December 2024, primarily due to a rights issue completed on 10 April 2024 Share Capital Movement | Item | Number of Ordinary Shares | Nominal Value of Ordinary Shares (S$ thousand) | | :--- | :--- | :--- | | At 1 January 2024 | 99,652,000 | 3,471 | | Shares Issued After Rights Issue | 298,954,168 | 10,406 | | At 30 June 2025 | 398,606,168 | 13,877 | - A rights issue was completed on 10 April 2024, issuing 298,956,000 rights shares and raising gross proceeds of approximately HK$100.2 million[29] 17. Share Option Scheme The Company has a share option scheme, effective 30 August 2017 for nine years, to reward eligible participants contributing to the Group's business, with strict limits on options granted and exercise prices - The share option scheme aims to provide incentives and rewards to eligible participants who have contributed to the Group's business success[30] - The scheme became effective on 30 August 2017 and has a validity period of nine years[30] - The exercise price of share options shall not be less than the highest of the closing price, the average closing price, and the nominal value[31] 18. Capital Commitments As at 30 June 2025, the Group had no capital commitments, consistent with the situation as at 31 December 2024 - As at 30 June 2025, the Group had no capital commitments[33] 19. Related Party Transactions For the six months ended 30 June 2025, total remuneration for the Group's key management personnel was S$442 thousand, a decrease from S$477 thousand in 2024 Key Management Personnel Remuneration | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Short-term Employee Benefits | 417 | 451 | (34) | -7.54% | | Defined Contribution | 25 | 26 | (1) | -3.85% | | Total | 442 | 477 | (35) | -7.34% | 20. Fair Value Measurement The Group's financial assets are measured at fair value across three levels, primarily including Level 1 Hong Kong listed equity securities and Level 3 unlisted equity investments as at 30 June 2025, with no transfers between levels during the reporting period Fair Value Hierarchy Disclosure (30 June 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 | - There were no transfers between Level 1, Level 2, and Level 3 during the reporting period[37] - The methods and valuation techniques used for fair value measurement remained unchanged from prior reporting periods[38] Management Discussion and Analysis This section reviews the Group's business performance and financial position for the six months ended 30 June 2025, discusses future challenges, opportunities, and details financial metrics, capital structure, liquidity, employee policies, and use of rights issue proceeds Business Review The Group primarily supplies food and healthcare products to ship chandlers, retailers, and related service industries, also offering value-added food processing services, achieving profit in H1 2025 mainly due to reduced selling and distribution expenses - The Group is primarily engaged in the supply of food and healthcare products to customers including ship chandlers, retailers, and related service industries[41] - Products supplied include dry goods (canned food, packaged beverages), chilled goods (dairy products), and frozen goods (ice cream, cakes, pies)[42] - A profit of approximately S$105 thousand was recorded in the first half of 2025, compared to a loss of approximately S$374 thousand in the same period of 2024, primarily due to a reduction in selling and distribution expenses of approximately S$0.4 million[42] Outlook Facing ongoing geopolitical risks and interest rate changes, the Group's future remains uncertain; however, the company will continue to promote its brand, offer quality products, explore diverse opportunities to broaden revenue, and optimize its business model for sustainable growth and profitability - Ongoing geopolitical risks, the Russia-Ukraine war, and interest rate changes are weighing on the global economy, posing challenges to the Group's future outlook[43] - The Group will continue to promote its brand, provide quality products, seize business opportunities in various regions, and explore diverse opportunities to broaden revenue sources and enhance market share[43] - The Board remains optimistic and will take necessary actions to minimize the impact on core businesses, while committing to business expansion for sustainable growth and profitability[43] Financial Review This section details the Group's financial performance for the six months ended 30 June 2025, including decreased revenue, improved gross margin, reduced selling and distribution and administrative expenses, increased finance costs, and ultimately achieving profit for the period Revenue For the six months ended 30 June 2025, the Group's revenue was approximately S$14.2 million, a year-on-year decrease of approximately 3.4%, mainly due to reduced sales volume of frozen products Revenue Change | Metric | 2025 (S$ million) | 2024 (S$ million) | Change (S$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 14.2 | 14.7 | (0.5) | -3.4% | - The decrease in revenue was mainly due to a reduction in the sales volume of frozen products[44] Cost of Sales For the six months ended 30 June 2025, the Group's cost of sales remained at a similar level compared to the same period last year - The Group's cost of sales remained at a similar level during both periods[45] Gross Profit and Gross Margin For the six months ended 30 June 2025, the Group's gross profit remained at S$3.8 million, with the gross margin increasing from 26.5% to 27.5%, primarily due to effective cost control Gross Profit and Gross Margin Change | Metric | 2025 (S$ million) | 2024 (S$ million) | Change (S$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Gross Profit | 3.8 | 3.8 | 0.0 | 0.0% | | Gross Margin | 27.5% | 26.5% | 1.0% | 3.77% | - The increase in gross margin was mainly due to effective cost control[46] Selling and Distribution Costs For the six months ended 30 June 2025, the Group's selling and distribution costs decreased by approximately 25% to S$1,104 thousand, mainly due to reduced advertising and promotion expenses Selling and Distribution Costs Change | Metric | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Selling and Distribution Costs | 1,104 | 1,472 | (368) | -25.0% | - The decrease in selling and distribution costs was mainly due to reduced advertising and promotion expenses[47] Administrative and Other Operating Expenses For the six months ended 30 June 2025, the Group's administrative and other operating expenses decreased by approximately 7.7% to S$2.4 million, mainly due to reduced salaries and other operating costs Administrative and Other Operating Expenses Change | Metric | 2025 (S$ million) | 2024 (S$ million) | Change (S$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Administrative and Other Operating Expenses | 2.4 | 2.6 | (0.2) | -7.7% | - The decrease in administrative and other operating expenses was due to reduced salaries and other operating costs[48] Finance Costs For the six months ended 30 June 2025, the Group's finance costs increased by approximately 20.0% to S$240 thousand, primarily due to increased interest expenses on bank borrowings Finance Costs Change | Metric | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Finance Costs | 240 | 200 | 40 | 20.0% | - The increase in finance costs was mainly due to increased interest expenses related to bank borrowings[49] Profit/(Loss) and Total Comprehensive Income for the Period For the six months ended 30 June 2025, the Group recorded a profit of approximately S$105 thousand, a turnaround from a S$374 thousand loss in 2024, primarily due to reduced selling and distribution costs Profit/(Loss) for the Period Change | Metric | 2025 (S$ thousand) | 2024 (S$ thousand) | Change (S$ thousand) | | :--- | :--- | :--- | :--- | | Profit/(Loss) for the Period | 105 | (374) | 479 | - The turnaround to profit was primarily due to a S$0.4 million reduction in selling and distribution costs[50] Capital Structure Details of the Company's share capital are provided in Note 16 to the interim report, with the capital structure remaining stable as at 30 June 2025 - Details of the Company's share capital are set out in Note 16 to the condensed consolidated financial statements in this interim report[51] Liquidity and Financial Resources As at 30 June 2025, the Group's working capital primarily came from internal resources, placing activities, and bank borrowings, with the quick ratio increasing to approximately 2.36 times, indicating good liquidity - Working capital sources include internal resources, placing activities, and bank and other borrowings[52] Quick Ratio | Metric | 30 June 2025 | 31 December 2024 | Change | | :--- | :--- | :--- | :--- | | Quick Ratio | 2.36 times | 2.13 times | 0.23 times | Gearing Ratio As at 30 June 2025, the Group's total borrowings were approximately S$7.1 million, with a gearing ratio of approximately 30.7%, a slight decrease from 31 December 2024, indicating stable financial leverage Total Borrowings and Gearing Ratio | Metric | 30 June 2025 (S$ million) | 31 December 2024 (S$ million) | Change (S$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Borrowings | 7.1 | 7.4 | (0.3) | -4.05% | | Gearing Ratio | 30.7% | 31.5% | -0.8% | -2.54% | - The gearing ratio is calculated by dividing the Group's total borrowings by the Group's total equity[53] Capital Expenditure For the six months ended 30 June 2025, the Group had no major capital expenditure related to the acquisition of property, plant and equipment - For the six months ended 30 June 2025, the Group had no major capital expenditure related to the acquisition of property, plant and equipment[54] Capital Commitments As at 30 June 2025, the Group had no significant capital commitments, consistent with the situation as at 31 December 2024 - As at 30 June 2025, the Group had no significant capital commitments[55] Pledge of the Group's Assets As at 30 June 2025, the Group had pledged bank deposits, land and buildings, and investment properties to secure certain bank financing, with the net carrying amount of pledged assets remaining stable Carrying Amount of Pledged Assets (S$ thousand) | Pledged Asset | 30 June 2025 | 31 December 2024 | | :--- | :--- | :--- | | Bank Deposits | 1,500 | 1,500 | | Land and Buildings | 6,900 | 7,100 | | Investment Properties | 600 | 600 | Material Investments, Major Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures For the six months ended 30 June 2025, the Group had no material investments, major acquisitions, or disposals of subsidiaries, associates, and joint ventures, other than those disclosed in the interim report - For the six months ended 30 June 2025, the Group had no material investments, major acquisitions, or disposals of subsidiaries, associates, and joint ventures[57] Future Plans for Material Investments and Capital Assets As at 30 June 2025, the Group had no other future plans regarding material investments and capital assets - As at 30 June 2025, the Group had no other plans regarding material investments and capital assets[58] Contingent Liabilities As at 30 June 2025, the Group had contingent liabilities of S$948 thousand for performance bonds issued to suppliers, secured by properties within leasehold land, investment properties, and corporate guarantees Contingent Liabilities | Item | 30 June 2025 (S$ thousand) | 31 December 2024 (S$ thousand) | Change (S$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Performance Bonds Issued | 948 | 946 | 2 | 0.21% | - The performance bonds are secured by properties within leasehold land and investment properties, as well as corporate guarantees[59] Information on Employees and Remuneration Policies As at 30 June 2025, the Group had 66 employees, with total staff costs of approximately S$1.7 million, attracting and retaining talent through a share option scheme and training courses Employee Information and Costs | Metric | 30 June 2025 | 31 December 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Number of Employees | 66 persons | 64 persons | 2 persons | 3.13% | | Total Staff Costs (for the six months ended 30 June) | S$1.7 million | S$2.0 million | (S$0.3) million | -15.00% | - Remuneration packages are generally determined with reference to market terms and individual performance[60] - The Group has adopted a share option scheme and provides various training courses to enhance employee skills[60] Use of Proceeds As at 30 June 2025, net proceeds from the rights issue were partially utilized, with funds for promissory note repayment, IT system upgrades, promotion and marketing, and working capital fully used, while balances for mergers and acquisitions, and property, plant and equipment acquisition/replacement remained unutilized Use of Rights Issue Proceeds (as at 30 June 2025) | Purpose | Intended Use (HK$ thousand) | Actual Use (HK$ thousand) | Unutilized Amount (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 | | Upgrade of IT Systems | 2,000 | 2,000 | – | | Promotion and Marketing Expenses | 3,000 | 3,000 | – | | Working Capital | 38,900 | 38,900 | – | | Total | 97,900 | 63,044 | 34,856 | - The Group expects the unutilized net proceeds to be used before 2025[61] Other Information This section provides important information on corporate governance and equity structure, including directors' and chief executives' interests, major shareholders' disclosures, listed securities transactions, share option and award schemes, potential competition, corporate governance code compliance, and audit committee review Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As at 30 June 2025, several directors and key executives held long positions in the Company's shares, with Mr. Kwok Kwai Sin and his associated company collectively holding 21.71% of the total issued share capital Directors' and Chief Executive's Interests in Shares (Long Position) as at 30 June 2025 | 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. Ng 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% | - Mr. Kwok Kwai Sin and Zumegnsi Technology Group Limited, in which he holds a 70% interest, are deemed to be interested in a total of 86,535,000 shares, representing 21.71% of the Company's total issued share capital[65] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares, Underlying Shares and Debentures As at 30 June 2025, Metaverse (International) Securities Limited, as the scheme trustee, held 36,445,000 shares of the Company, representing 9.14% of the issued share capital Substantial Shareholders' and Other Persons' Interests in Shares (Long Position) as at 30 June 2025 | 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% | - These shares are held by Ma Yau Shing Investment Limited, which is the trustee of the scheme adopted by the Company on 14 September 2021[64] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended 30 June 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the six months ended 30 June 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[66] Share Option Scheme The Company adopted a share option scheme on 30 August 2017 to attract, retain, and reward eligible individuals; no options were granted, exercised, cancelled, or lapsed during the six months ended 30 June 2025 - The share option scheme was adopted on 30 August 2017 to attract, retain, and reward eligible individuals[67] - For the six months ended 30 June 2025, no share options were granted, exercised, cancelled, or lapsed[68] Share Award Scheme The Company adopted a share award scheme on 14 September 2021 to reward eligible participants contributing to the Group's growth and development; as at 30 June 2025, the trustee had purchased 36,445,000 shares, but no award shares had been granted - The share award scheme was adopted on 14 September 2021 to recognize and reward eligible participants who have contributed to the Group's growth and development[69] - As at 30 June 2025, the trustee had utilized approximately HK$17.989 million to purchase 36,445,000 shares, representing 9.14% of the issued shares[70] - As at 30 June 2025, no award shares had been granted under the scheme[70] Competition and Conflicts of Interest For the six months ended 30 June 2025, no directors, major shareholders, or their close associates engaged in any business competing or potentially competing with the Group's business, nor were there any other conflicts of interest - For the six months ended 30 June 2025, no directors, substantial shareholders of the Company, or any of 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[72] Compliance with Corporate Governance Code For the six months ended 30 June 2025, the Company complied with the code provisions of Appendix 15 to the GEM Listing Rules, 'Corporate Governance Code' - For the six months ended 30 June 2025, the Company complied with the code provisions of the Corporate Governance Code[73] Directors' Securities Transactions For the six months ended 30 June 2025, all directors fully complied with the required standards for securities transactions under the GEM Listing Rules, with no non-compliance incidents - All directors confirmed that for the six months ended 30 June 2025, they fully complied with the required dealing standards and that no non-compliance incidents occurred[74] Audit Committee The Company's Audit Committee, comprising three independent non-executive directors, discussed and reviewed this interim report and the unaudited condensed consolidated financial statements, deeming them prepared in compliance with applicable accounting standards, GEM Listing Rules, and other legal requirements, with sufficient disclosure - The Audit Committee members include three independent non-executive directors: Ms. Chan Wai Nga (Chairperson), Ms. Chan Oi Chong, and Ms. Luk Suen Ling[75] - The Audit Committee discussed and reviewed this interim report and the unaudited condensed consolidated financial statements, concluding that they were prepared in compliance with applicable accounting standards, the GEM Listing Rules, and other applicable legal requirements, and that sufficient disclosures have been made[75] Board of Directors As at the report date, the Board of Directors comprised four executive directors and three independent non-executive directors - As at the date of this report, the executive directors are Mr. Chan Siu Yee, Mr. Kwok Kwai Sin, Mr. Ng Chiu Cheung, and Mr. Tse Yan Yan; the independent non-executive directors are Ms. Chan Oi Chong, Ms. Luk Suen Ling, and Ms. Chan Wai Nga[75]