TRUE PARTNER(08657) - 2025 - 中期财报

Company Overview True Partner Capital Holding Limited, established in 2010, is a professional hedge fund manager specializing in global volatility trading across liquid markets - The company was established in 2010 by a team of former market makers, operating as a professional hedge fund management firm[5] - Specializes in volatility trading in liquid markets, primarily focusing on equity index futures, options, and Exchange Traded Funds (ETFs)[5] - Employs a 3-T model combining advanced technology with an experienced team to implement professional trading strategies[5] - Operates globally with offices in Asia, the US, and Europe, enabling 24/7 trading[5] Company Information This section details True Partner Capital Holding Limited's board members, committee structures, key contact information, stock code, and website - Board members include Executive Directors Ralph Paul Johan van Put (Chairman and CEO), Godefriedus Jelte Heijboer, Tobias Benjamin Hekster, Roy van Bakel, Non-Executive Director Mr. Chan Hang Fai, and Independent Non-Executive Directors Jeronimus Mattheus Tielman, Bai Wanting, and Wei Mingde[7] - Ms. Bai Wanting chairs the Audit Committee, Remuneration Committee, and Nomination Committee[7] - The Company Secretary is Siu Yuet Chau, and authorized representatives are Ralph Paul Johan van Put and Godefriedus Jelte Heijboer[7] - The company's stock code is 8657, and its website is **www.truepartnercapital.com**[9](index=9&type=chunk) Results This section presents the unaudited condensed consolidated results for the six months ended June 30, 2025, covering financial performance, market conditions, AUM, and strategic initiatives Selected Financial Highlights Total revenue decreased by 5% to HK$4,784 thousand, while loss attributable to owners significantly narrowed by 41% to HK$15,967 thousand Selected Financial Highlights (Six Months Ended June 30) | Metric | H1 2025 (HK$ '000) | H1 2024 (HK$ '000) | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | 4,784 | 5,026 | (5)% | | Revenue from Managed Funds | 3,549 | 3,534 | 0% | | Consulting Service Income | 1,310 | 840 | 56% | | Net Trading Gain/(Loss) | (75) | 652 | (112)% | | Gross Profit | 4,268 | 4,547 | (6)% | | Operating Loss | (15,923) | (26,611) | (40)% | | Loss Attributable to Owners of the Company | (15,967) | (26,871) | (41)% | | Total Comprehensive Loss | (14,393) | (27,234) | (47)% | | Loss Per Share (HK cents) — Basic and Diluted | (3.86) | (6.72) | (43)% | Selected Business and Financial Highlights The Group achieved a 6.3% positive return from its volatility strategy amid rising markets and increased volatility, while AUM slightly decreased and G&A expenses were cut by 40% - Global equities rebounded in H1 2025, with the MSCI World Index rising by 6.8% and the Bloomberg Global Aggregate Government Bond Index increasing by 2.3%[15] - Implied volatility indicators fluctuated, creating trading opportunities, particularly with the relative value strategy rising 5.3% in April; the VIX index slightly increased from 16.4 at end-2024 to 16.7 by June 30, 2025[15] - Realized volatility increased, creating a more favorable trading environment, with MSCI World Index realized volatility at 18.8% and S&P 500 Index at 24.6%[15] - The Group's relative value volatility strategy recorded a 6.3% positive return in H1 2025, maintaining a negative correlation with the MSCI World Index[16] - The strategy achieved a 12.0% return for the twelve months ended June 30, 2025, outperforming several hedge fund indices[19] - True Partner Fund won the Hedge Fund Journal's "Best Performing Fund for 2024 and Two Years" award and was nominated for the "With Intelligence HFM APAC Performance Awards 2025"[19] Assets Under Management (US$ million) | Date | AUM (US$ million) | | :--- | :--- | | 2025年6月30日 | 474 | | 2024年12月31日 | 501 | | 2024年6月30日 | 512 | - The decrease in AUM primarily reflects specific client changes and product portfolio adjustments[21] - The Group launched two new investment strategies implemented through managed accounts, with a combined AUM of US$77 million[21] Key Financial Data (HK$ '000) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Revenue | 4,800 | 5,000 | | General and Administrative Expenses | 20,900 | 31,700 | | Loss Before Income Tax | (16,000) | (26,900) | | Loss Attributable to Owners of the Company | (16,000) | (26,900) | - Revenue decreased mainly due to reduced AUM and product portfolio changes, though performance fee income slightly increased[21] - General and administrative expenses decreased by 40%, primarily due to reduced staff costs, professional, and administrative expenses, as the Group actively reviewed its operations, implemented layoffs, and improved efficiency[21] - The Group reduced its headcount by 36% since December 31, 2023, and implemented a cost reduction plan[21] - The expected timeline for utilizing the remaining unutilized net IPO proceeds has been extended to December 31, 2025[21] Management Discussion and Analysis This section provides an in-depth analysis of the Group's H1 2025 operations, market conditions, investment performance, financial health, AUM, business development, and future outlook Business Review The Group is a Hong Kong, Europe, and US-based fund manager specializing in discretionary global relative value volatility strategies, with US$474 million AUM as of June 30, 2025 - The Group is a fund management firm based in Hong Kong, Europe, and the US, focusing on volatility trading in liquid markets[28] - Primarily manages funds and managed accounts on a discretionary basis, utilizing global relative value volatility strategies and other volatility strategies[28] - Trading decisions are supported by an in-house proprietary trading platform with embedded option pricing and volatility surface models for real-time pricing, quantitative comparison, risk management, and rapid trade execution[28] Assets Under Management Composition (June 30, 2025) | Category | Amount (US$ million) | | :--- | :--- | | Total AUM | 474 | | Hybrid Flagship Fund True Partner Fund | 46 | | Managed Accounts or Similar Arrangements | 428 | - Investors are primarily professional investors, including collective investment schemes, family offices, pension funds, endowments/foundations, financial institutions, and high-net-worth individuals[29] Market Environment Global equities rebounded in H1 2025, with increased realized volatility and fluctuating implied volatility, creating favorable conditions for volatility trading - The MSCI World Total Return USD Hedged Index rose by 6.8% during the reporting period, with a strong rebound of 9.6% in Q2[30] - The Bloomberg Global Aggregate Government Bond USD Hedged Index increased by 2.3% during the reporting period[30] - The VIX index closed at 16.4 at the end of 2024, with a slight change to 16.7 as of June 30, 2025[30] - The Euro Stoxx 50 Index and VSTOXX rose from 15.4 to 17.7, while Japan's Nikkei Index and Korea's Kospi 200 Index increased from 20.4 to 24.6 and 20.5 to 24.0, respectively[30] - Realized volatility increased in H1 2025, with most indices near or above their long-term averages, creating a more favorable trading environment[31] - The MSCI World Index's realized volatility was 18.8%, and the S&P 500 Index's was 24.6%[31] Investment Performance The Group's relative value volatility strategy delivered a 6.3% positive return in H1 2025 and 12.0% over twelve months, earning industry awards and outperforming hedge fund indices - The Group's relative value volatility strategy recorded a 6.3% positive return in H1 2025, maintaining a negative correlation with the MSCI World Index[32] - For the twelve months ended June 30, 2025, the Group's relative value volatility strategy achieved a 12.0% return[33] - The strategy outperformed broad hedge fund indices and several volatility hedge fund indices in Q2 2025, H1 2025, and the twelve months ended June 30, 2025[33] - True Partner Fund received the Hedge Fund Journal's "Best Performing Fund for 2024 and Two Years" award and was nominated for the "With Intelligence HFM APAC Performance Awards 2025" in the relative value category[33][34] - Since its inception in July 2011 to June 30, 2025, True Partner Fund's returns and alpha values have exceeded both broad hedge fund indices and peer volatility hedge fund indices[37] Financial Results Fund management revenue remained flat at HK$3.5 million, while general and administrative expenses significantly decreased by 34% to HK$20.9 million, narrowing the loss before tax to HK$16.0 million Fund Management Revenue (HK$ '000) | Category | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Fund Management Revenue | 3,500 | 3,500 | - Revenue per unit of AUM varies due to different mandate natures, sizes, and fee structures, with an overall decrease in AUM[38] - Performance fee income, though positive, remains below long-term targets, but recent performance improvements have lowered the threshold for future performance fees[38] - Consulting business revenue includes providing expert witness services to market regulators[38] - Derivatives trading business revenue is recognized under "net trading gains/(losses)" and aims to support new strategy development for the fund management business[39] General and Administrative Expenses (HK$ '000) | Period | Amount (HK$ '000) | | :--- | :--- | | H1 2025 | 20,900 | | H1 2024 | 31,700 | - The reduction in general and administrative expenses primarily stems from decreased staff costs, professional, and administrative expenses, as the Group actively reviewed its operations, implemented layoffs, and improved efficiency[41] - The Group reduced its headcount by 36% since December 31, 2023, and implemented a cost reduction plan[42] - The expected timeline for utilizing the remaining unutilized net IPO proceeds has been extended to December 31, 2025[42] Loss Situation (HK$ '000) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Loss Before Income Tax | (16,000) | (26,800) | | Loss Attributable to Owners of the Company (After Tax) | (16,000) | (26,900) | | Total Comprehensive Loss Attributable to Owners of the Company | (14,400) | (27,200) | Assets Under Management As of June 30, 2025, the Group's AUM decreased to US$474 million, primarily due to investor-driven portfolio adjustments Assets Under Management (US$ million) | Date | Total AUM | | :--- | :--- | | 2025年6月30日 | 474 | | 2024年12月31日 | 501 | | 2024年6月30日 | 512 | - The decrease in AUM was primarily due to portfolio adjustments by investors in some of the Group's products, driven by changes in their own asset management[43] Assets Under Management by Category (US$ million) | Category | June 30, 2025 | December 31, 2024 | June 30, 2024 | | :--- | :--- | :--- | :--- | | Fund Vehicles | 46 | 43 | 87 | | Managed Accounts | 428 | 459 | 426 | Business Development Activities The Group expanded digital engagement, maintained investor relations, launched two new volatility strategies, and is exploring a China-focused strategy for product diversification - The Group expanded digital content offerings and leveraged technology for global investor engagement, including webinars and one-on-one online meetings[44] - Published outlook reports and received positive media coverage, with Bloomberg featuring True Partner Fund's strong performance in April 2025[44] - Utilizes industry-leading CRM software and actively engages with capital introduction partners[45] - Senior personnel participated in industry events through international travel, such as the Global Volatility Summit in Tokyo and volatility investment events in London, to build brand presence[45][46] - Continued engagement with Dutch pension funds on potential opportunities and published thought leadership articles[46] - Launched a new volatility investment strategy with an institutional investor in H2 2024 and a second new strategy with another institutional investor in H1 2025[46][47] - New strategies are expected to drive further AUM growth and have the potential to be launched as hybrid funds[47] - A new China-focused strategy is under research, with potential launch in H1 2025 or H1 2026[47] Technological Developments The Group optimized global data center infrastructure, upgraded IT solutions, enhanced core proprietary systems, and facilitated the Hong Kong office relocation in H1 2025 - Optimized global data center deployment and connectivity to enhance cost-efficiency and maintain redundancy and stability[48] - Implemented multiple upgrades to third-party hardware, software, and network solutions, significantly enhancing cybersecurity resilience[48] - The development team focused on maintaining and incrementally improving key elements of core proprietary systems, including enhancements to front-end applications and back-testing environments[48] - The IT team played a crucial role in the smooth relocation of the Hong Kong office, leveraging robust network infrastructure and self-developed advanced systems[48] Market Outlook The Group's market outlook highlights near-peak US equity valuations, policy-driven volatility, AI investment impacts, narrowing market breadth, and opportunities in China, emphasizing tail risk protection and relative value volatility strategies Macroeconomic Observations The S&P 500 saw strong returns in 2024, but H1 2025 brought market uncertainty from proposed tariffs and labor policies, which later subsided - The S&P 500 Index delivered a total return exceeding 25% for the second consecutive year in 2024, with the market pricing in potential market-friendly policies from the Trump administration[49] - In H1 2025, market uncertainty arose from proposed tariffs and labor repatriation plans, peaking in early April[49] - The Trump administration subsequently calmed market fears by delaying implementation and reducing tariff magnitudes, coining the term "TACO trade"[49] Valuation US equity valuations are near historical peaks, driven by optimism in "Magnificent Seven" and AI, despite narrowing market breadth and underperforming small-cap stocks - US equities' cyclically adjusted price-to-earnings (CAPE) ratio is near 41x, in the 98th percentile of observations since 1900, approaching levels seen at the end of the dot-com bubble[50] - Valuations calculated by forward P/E ratios are also near historical highs, moving in tandem with backward-looking cyclically adjusted total return P/E ratios[51] - Bullish expectations for future earnings growth are primarily driven by the "Magnificent Seven" stocks and optimism surrounding AI, leading to significant increases in AI-related capital expenditures[53] - Chipmaker Nvidia's market capitalization far exceeds US$4 trillion, and Chinese tech stocks have also seen a recovery[53] - US market breadth narrowed in H1 2025, with the top 10 stocks in the S&P 500 accounting for over one-third of its market capitalization[54] - Small and mid-cap companies underperformed large-cap and tech peers, with the S&P 400 and S&P 600 indices still recording declines year-to-date[54] - Analysts' earnings growth expectations for the S&P 500 in 2026 exceed 13%, significantly higher than the annualized average earnings growth between 2014 and 2023[56][59] Trump 2.0: Make America Great Again? Trump's "Big and Beautiful Bill" could add US$3.4 trillion to the deficit, with a Trump 2.0 administration potentially driving ideologically-led policies like tariffs and deportations, raising inflation concerns - The Trump administration's "Big and Beautiful Bill" is projected to add US$3.4 trillion to the federal deficit over the next decade, increasing to US$5 trillion if temporary tax cuts are extended[60] - A Trump 2.0 administration would act swiftly, appointing individuals loyal to him and implementing broad changes via executive orders[60][61] - Policies may be more ideologically driven, with less internal opposition to change, and the market potentially serving as a practical constraint on unfavorable policies[61] - Key elements of the Trump agenda, particularly imposing tariffs (raising domestic prices) and deporting undocumented immigrants (reducing labor supply), could lead to inflation[61] - Breakeven inflation rates have risen significantly, and the University of Michigan Consumer Sentiment Index notably declined from 74.0 at end-2024 to 61.7 in July 2025[62] What Does This Mean for Equity Markets? With 91% of fund managers deeming US equities overvalued, investors may diversify into non-US markets like Europe and China, where Chinese equities offer strong upside potential amid stimulus - 91% of fund managers believe US equities are overvalued, the highest level since April 2001, with the most crowded trade being long "Magnificent Seven" stocks[63] - Investors may diversify funds into other equity markets, especially considering US confrontational trade policies[63] - The US accounts for 65% of the MSCI All Country World Index (75% of the MSCI World Index), significantly higher than 47% in 2012[63] - Non-US markets, including Europe and China, have performed well since early 2025[63] - Chinese equities trade at lower valuations than other major markets, with authorities implementing coordinated fiscal and monetary stimulus measures[67] - As of end-June 2025, the MSCI China Index's expected earnings yield was approximately 9%, significantly higher than the 1.65% yield on RMB-denominated 10-year bonds[67] How Are Volatility Markets Pricing Risk? Volatility markets are not pricing in increased risk despite rising downside risks, with 1-month at-the-money volatility below long-term averages, but increased realized volatility offers hedging opportunities - As of August 2025, the 1-month at-the-money volatility for almost all indices traded by the Group was below long-term averages[68][71] - Realized volatility in H1 2025 significantly increased compared to previous years, potentially offering an interesting entry point for hedging[68] What Are the Potential Solutions for Investors? In challenging markets, tail risk protection offers strong returns during downturns, while the Group's relative value volatility strategy provides diversification and absolute returns, performing best during rising volatility - Investors require portfolios adaptable to changing market environments, where volatility strategies can add value[72] - Tail risk protection aims to provide strong returns during significant market downturns, allowing investors to take on more risk elsewhere in their portfolios[72] - The Group's relative value volatility strategy acts as a crucial diversifier, delivering attractive absolute returns, and performing best during periods of rising volatility and disruptive shocks[72] - This strategy exhibits a negative correlation with equities over the long term and possesses the ability to monetize during shocks[72] Use of IPO Proceeds The Company raised HK$104 million from its 2020 IPO and an additional HK$7.3 million in 2024, extending the utilization timeline for remaining proceeds to December 31, 2025, due to market conditions - The Company listed on October 16, 2020, raising net proceeds of approximately HK$104 million from its share offer[74] - On December 27, 2024, the company entered into a subscription agreement with True Partner International Limited, issuing 19,500,000 new shares at HK$0.400 per share, raising net proceeds of approximately HK$7.3 million[75] - The net proceeds from the subscription were primarily used to increase the Group's general working capital, including salaries, professional fees, office administrative expenses, and other general expenses for maintaining existing operations[76] Utilization of IPO Net Proceeds (As of June 30, 2025) | Item | Actual Net IPO Proceeds (HK$ '000) | Amount Utilized (HK$ '000) | Balance as of June 30, 2025 (HK$ '000) | Expected Timeline for Utilizing Remaining Unutilized Net Proceeds | | :--- | :--- | :--- | :--- | :--- | | Business Expansion: Hong Kong | 26,403 | 6,297 | 20,106 | Before December 31, 2025 | | Business Expansion: Amsterdam, Netherlands | 20,610 | 17,009 | 3,601 | Before December 31, 2025 | | Business Expansion: London, UK | 10,711 | 6,663 | 4,048 | Before December 31, 2025 | | Business Expansion: Chicago, US | 8,216 | 1,373 | 6,843 | Before December 31, 2025 | | Business Expansion by Obtaining Investment Firm License from AFM | 5,403 | 1,958 | 3,445 | Before December 31, 2025 | | Enhancement of IT Systems | 22,302 | 16,083 | 6,219 | Before December 31, 2025 | | Sales and Marketing | 2,745 | 2,745 | – | Before December 31, 2025 | | Investment in Funds Managed by the Group | 7,610 | – | 7,610 | Before December 31, 2025 | | Net Proceeds from Subscription | | | | | | Strengthening General Working Capital: Salaries | 4,234 | 2,458 | 1,776 | Before December 31, 2025 | | Strengthening General Working Capital: Professional Fees | 657 | 412 | 245 | Before December 31, 2025 | | Strengthening General Working Capital: Office Administrative Expenses | 1,168 | 254 | 914 | Before December 31, 2025 | | Strengthening General Working Capital: Other General Expenses for Maintaining Existing Business | 1,241 | 344 | 897 | Before December 31, 2025 | | Total | 111,300 | 55,596 | 55,704 | | - The expected timeline for utilizing the remaining unutilized net IPO proceeds has been extended from June 30, 2023, to December 31, 2025, primarily due to recruitment delays and unfavorable market conditions[77][79] - The planned utilization of proceeds for sales and marketing activities was fully utilized by December 31, 2021[79] - The plan to invest in funds managed by the Group is ongoing and is intended to be launched when a more favorable market sentiment emerges[80] - The Board believes the Group's development direction remains unchanged and will continue to monitor the situation[81] Financial Review This section reviews H1 2025 financial performance, covering revenue, gross profit, expenses, risk factors, and liquidity, noting slight revenue decline but significant expense reduction Revenue Revenue for the period was HK$4.8 million, a 4% decrease from 2024, mainly due to product structure changes and AUM fluctuations, despite a slight increase in performance fees Revenue (HK$ '000) | Period | Amount (HK$ '000) | | :--- | :--- | | H1 2025 | 4,800 | | H1 2024 | 5,000 | - Revenue decreased by approximately 4%, primarily due to a shift in product structure leading to reduced revenue from funds and managed accounts[82] - Changes in AUM primarily reflect specific changes from certain clients and the impact of a challenging overall market environment[82] - Performance fee income slightly increased compared to the same period in 2024, though it remains below the Group's long-term expectations[82] Gross Profit and Gross Profit Margin Gross profit for the period was HK$4.3 million, a 4% decrease from 2024, primarily due to a reduction in average revenue per unit of AUM Gross Profit (HK$ '000) | Period | Amount (HK$ '000) | | :--- | :--- | | H1 2025 | 4,300 | | H1 2024 | 4,500 | - Gross profit decreased by 4%, primarily due to a reduction in average revenue per unit of AUM during the reporting period[83][84] General and Administrative Expenses General and administrative expenses decreased by HK$10.8 million, or approximately 34%, to HK$20.9 million, driven by staff cost reductions and efficiency adjustments General and Administrative Expenses (HK$ '000) | Period | Amount (HK$ '000) | | :--- | :--- | | H1 2025 | 20,900 | | H1 2024 | 31,700 | - Expenses decreased by approximately 34%, primarily due to reduced staff costs, professional, and administrative expenses, as the Group implemented layoffs and efficiency adjustments[85] Share of Results of Associates The Group's share of results of associates was HK$0 due to the disposal of its entire interest in Zhejiang Honglanmu Investment Management Co., Ltd. in October 2024 - Share of results of associates was HK$0 in H1 2025[86] - This was due to the Group's disposal of its entire interest in Zhejiang Honglanmu Investment Management Co., Ltd. to a third party in October 2024, resulting in a recognized loss of HK$208,000 in 2024[86] Key Risks and Uncertainties Faced by the Group The Group manages foreign exchange and credit risks, maintaining stable liquidity with a 10.6x current ratio and no corporate bank borrowings, while monitoring currency fluctuations Foreign Exchange Risk The Group's financial items are denominated in multiple currencies, with limited USD-HKD impact, insignificant EUR, SGD, GBP effects, and minor RMB currency risk from derivatives, with no current hedging policy - The Group's revenue, cost of sales, administrative expenses, investments, and borrowings are primarily denominated in HKD, USD, EUR, SGD, RMB, and GBP[88] - Fluctuations in the USD-HKD exchange rate have limited impact due to Hong Kong's linked exchange rate system[88] - RMB currency risk arises from deposits in broker RMB accounts related to RMB-settled derivatives transactions, with insignificant fluctuation amounts[88] - The Group currently has no foreign exchange hedging policy, but management will continue to monitor foreign exchange risks and consider hedging when necessary[88][89] Credit Risk The Group's maximum credit risk is from recognized financial assets' carrying amounts, managed through close monitoring, credit approval, and debt collection procedures - The Group's maximum credit risk from financial losses due to counterparty non-performance arises from the carrying amounts of recognized financial assets[90] - Directors closely monitor the overall credit risk level, with management responsible for determining credit approval and monitoring debt collection procedures[90] Liquidity, Current Ratio and Capital Structure The Group's main revenue is fund management fees, maintaining strong liquidity with a HK$16.5 million net cash balance, HK$12.8 million in fixed deposits, and a 10.6x current ratio - The Group's primary revenue source is fund management fees, with other income sources including bank deposit interest income[91] Liquidity Position (June 30, 2025) | Metric | Amount (HK$ million) | | :--- | :--- | | Net Cash Balance | 16.5 | | Fixed Bank Deposits | 12.8 | | Current Ratio | 10.6倍 | - The Group has no corporate bank borrowings, with net cash exceeding net debt, thus no debt-to-equity ratio is presented[91] Capital Structure (June 30, 2025) | Metric | Amount | | :--- | :--- | | Shareholders' Equity | 38.7 million HK$ | | Total Number of Issued Shares | 419,500,000 shares | Pledge of Assets As of June 30, 2025, the Group had no assets pledged as collateral for overdrafts or other loan financing - As of June 30, 2025, the Group had not pledged any assets as collateral for overdrafts or other loan financing[93] Segment Information The Group's segment information analysis is detailed in Note 3 to the unaudited condensed consolidated financial statements - The analysis of the Group's segment information is presented in Note 3 to the unaudited condensed consolidated financial statements[94] Future Plans for Material Investments or Capital Assets As of June 30, 2025, the Group had no specific plans for material investments or capital assets - As of June 30, 2025, the Group had no specific plans for material investments or capital assets[95] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities or guarantees - As of June 30, 2025, the Group had no significant contingent liabilities or guarantees[96] Donations for Charitable or Other Purposes The Group made HK$98,000 in charitable donations during the reporting period, consistent with the prior year Charitable Donations (HK$) | Period | Amount (HK$) | | :--- | :--- | | H1 2025 | 98,000 | | H1 2024 | 98,000 | Interim Dividend The Board does not recommend the payment of an interim dividend for the reporting period - The Board does not recommend the payment of an interim dividend for the reporting period[98] Human Resources Management As of June 30, 2025, the Group employed 16 staff, a decrease from 20 in 2024, with remuneration based on performance and a share option scheme in place Number of Employees | Date | Number of Employees | | :--- | :--- | | 2025年6月30日 | 16 | | 2024年6月30日 | 20 | - Employee remuneration is determined with reference to individual qualifications and performance[99] - The Group ensures all employees are provided with adequate training and continuous professional opportunities[99] - The Group has adopted a share option scheme to reward individual employees for their contributions to the Group[99] Other Information This section covers directors' and major shareholders' interests, share option scheme status, non-competing interests, share capital changes, corporate governance compliance, directors' securities dealings, listed securities transactions, director information changes, and audit committee review Interests and Short Positions of Directors and Chief Executives in Shares, Underlying Shares or Debentures of the Company and its Associated Corporations As of June 30, 2025, directors and chief executives held long positions in the Company's shares, with notable interests including Tobias Benjamin Hekster (14.08%) and Mr. Chan Hang Fai (23.02%) Long Positions of Directors/Chief Executives in Shares (June 30, 2025) | Name of Director/Chief Executive | Capacity/Nature of Interest | Number of Ordinary Shares Held | Approximate Percentage of Interest | | :--- | :--- | :--- | :--- | | Tobias Benjamin Hekster | Beneficial Owner | 59,049,018 | 14.08% | | Godefriedus Jelte Heijboer | Beneficial Owner | 56,055,644 | 13.36% | | Ralph Paul Johan van Put | Interest in Controlled Corporation | 58,337,399 | 13.91% | | Roy van Bakel | Beneficial Owner | 27,686,280 | 6.60% | | 陳恒輝 | Interest in Controlled Corporation and Beneficial Owner | 96,582,908 | 23.02% | - Save as disclosed above, none of the Directors or chief executives of the Company had any other interests or short positions in the shares, underlying shares, and debentures of the Company or any of its associated corporations that were required to be disclosed[103] Interests and Short Positions of Substantial Shareholders in Shares, Underlying Shares or Debentures of the Company As of June 30, 2025, substantial shareholders, including True Partner International Limited (19.51%) and various controlled entities, held significant interests in the Company's shares Long Positions of Substantial Shareholders in Shares (June 30, 2025) | Name of Shareholder/Entity | Capacity/Nature of Interest | Number of Ordinary Shares Held | Approximate Percentage of Interest | | :--- | :--- | :--- | :--- | | Franca Kurpershoek-Hekster | Spouse's Interest | 59,049,018 | 14.08% | | Wong Rosa Maria | Spouse's Interest | 56,055,644 | 13.36% | | True Partner Participation Limited | Beneficial Owner | 58,337,399 | 13.91% | | 龔芸靚 | Spouse's Interest | 58,337,399 | 13.91% | | True Partner International Limited | Beneficial Owner | 81,836,908 | 19.51% | | DSS Financial Management, Inc. | Interest in Controlled Corporation | 81,836,908 | 19.51% | | DSS Securities, Inc. | Interest in Controlled Corporation | 81,836,908 | 19.51% | | DSS, Inc. | Interest in Controlled Corporation | 81,836,908 | 19.51% | | 陳江玉嬌 | Spouse's Interest | 96,582,908 | 23.02% | | Edo Bordoni | Beneficial Owner | 29,839,153 | 7.11% | | Anne Joy Bordoni | Spouse's Interest | 29,839,153 | 7.11% | | Maria Victoria Diaz Basilio | Spouse's Interest | 27,686,280 | 6.60% | | Nardinc Beheer B.V. | Beneficial Owner | 36,200,000 | 8.63% | | SomethingEls B.V. | Interest in Controlled Corporation | 36,200,000 | 8.63% | | ERMA B.V. | Interest in Controlled Corporation | 36,200,000 | 8.63% | | Dasym Managed Accounts B.V. | Investment Manager | 36,200,000 | 8.63% | | F.J. Botman Holding B.V. | Interest in Controlled Corporation | 36,200,000 | 8.63% | | Franciscus Johannes Botman | Interest in Controlled Corporation | 36,200,000 | 8.63% | - Save as disclosed above, the Directors are not aware of any other persons/entities who had interests or short positions in the shares or underlying shares of the Company that were required to be disclosed[107] Share Option Scheme The Company adopted a share option scheme on September 22, 2020, compliant with GEM Listing Rules, but no options have been granted to date - The Company adopted and approved a share option scheme on September 22, 2020, with terms compliant with Chapter 23 of the GEM Listing Rules[109] - No share options have been granted under the share option scheme since its adoption up to the date of this report[109] Interests in Competing Business No directors, substantial shareholders, or their associates held interests in any competing business or had conflicts of interest with the Group as of June 30, 2025 - For the six months ended June 30, 2025, and up to the date of this report, none of the Company's directors or substantial shareholders or their respective close associates had any interest in any business that directly or indirectly competes with the Group's business[110] - Nor were they aware of any other conflicts of interest that such persons had or might have with the Group[110] Changes in Share Capital On February 24, 2025, the Company issued 19,500,000 new shares to True Partner International Limited, increasing the issued share capital to 419,500,000 shares - On February 24, 2025, the Company allotted and issued 19,500,000 shares to True Partner International Limited[111] Changes in Share Capital | Metric | Quantity | | :--- | :--- | | Number of Subscription Shares | 19,500,000 shares | | % of Issued Share Capital Immediately Before Completion | 約4.88% | | % of Enlarged Issued Share Capital | 約4.65% | | Issued Share Capital Immediately Before Completion | 400,000,000 shares | | Issued Share Capital Immediately After Completion | 419,500,000 shares | Corporate Governance Code The Group adheres to the GEM Listing Rules' Corporate Governance Code, with a deviation in combining Chairman and CEO roles, which the Board believes provides strong leadership and is under review - The Group has adopted the principles and code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules[112] - The Group has a deviation from code provision C.2.1 of the Corporate Governance Code, where the roles of Chairman and Chief Executive Officer are combined and held by Mr. Ralph Paul Johan van Put[112][113] - The Board believes that Mr. Ralph Paul Johan van Put serving concurrently as Chairman and Chief Executive Officer provides strong leadership for the Group and is in the best interests of the Company and its shareholders[113] - The Board will continue to review and consider separating the roles of Chairman of the Board and Chief Executive Officer of the Company when appropriate[113] - Independent non-executive directors possess extensive professional knowledge and experience, providing independent advice and overseeing the Board's operations[114] Directors' Securities Transactions The Company adopted a code of conduct for directors' securities transactions, and all directors confirmed full compliance for the six months ended June 30, 2025 - The Company has adopted a code of conduct with terms no less exacting than the required standard of dealings set out in the GEM Listing Rules[115] - All Directors have confirmed their full compliance with the code of conduct for the six months ended June 30, 2025[115] Purchase, Sale or Redemption of the Company's Listed Securities On February 24, 2025, the Company issued 19,500,000 ordinary shares; otherwise, no listed securities were purchased, sold, or redeemed during the period, and no treasury shares were held - On February 24, 2025, the Company completed the additional issuance of 19,500,000 ordinary shares to True Partner International Limited[116] - Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities during the six months ended June 30, 2025[116] - As of the end of the reporting period, the Company held no treasury shares[117] Changes in Directors' Information Mr. Chan Hang Fai was appointed Non-Executive Director effective June 30, 2025, and Mr. Wei Mingde's external directorships changed effective June 23, 2025 - Mr. Chan Hang Fai was appointed as a Non-Executive Director, effective June 30, 2025[118] - Mr. Wei Mingde was appointed as an external director of China Merchants Group Limited, effective June 23, 2025[118] - Mr. Wei Mingde resigned as an external director of China COSCO Shipping Corporation Limited, effective June 23, 2025[118] Audit Committee The Audit Committee, comprising three independent non-executive directors and chaired by Ms. Bai Wanting, reviewed the H1 2025 unaudited condensed consolidated financial results, confirming compliance with accounting standards - The Company has established an Audit Committee in compliance with the GEM Listing Rules and Corporate Governance Code[119] - The Audit Committee comprises three independent non-executive directors: Ms. Bai Wanting (Chairperson), Mr. Jeronimus Mattheus Tielman, and Mr. Wei Mingde[119] - Key responsibilities include recommending the appointment and removal of external auditors, reviewing and overseeing financial statements, and monitoring internal control procedures and risk management systems[119] - The Audit Committee has reviewed the Company's unaudited condensed consolidated financial results for the six months ended June 30, 2025, and considers them compliant with applicable accounting standards and requirements under the GEM Listing Rules[119] Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the unaudited condensed consolidated profit or loss and other comprehensive income for H1 2025, showing a significant narrowing of loss attributable to owners to HK$15,967 thousand due to reduced expenses and positive exchange differences Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Six Months Ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Revenue | 4,784 | 5,026 | | Other Income and Gains | 687 | 567 | | Direct Costs | (516) | (479) | | Net Gain/(Loss) on Financial Assets at FVTPL | – | 198 | | General and Administrative Expenses | (20,878) | (31,725) | | Finance Costs | (3) | (36) | | Share of Results of Associates | – | (329) | | Loss Before Income Tax | (15,926) | (26,778) | | Income Tax Expense | (41) | (93) | | Loss for the Period Attributable to Owners of the Company | (15,967) | (26,871) | | Other Comprehensive Income/(Loss): Exchange Differences on Translating Foreign Operations | 1,573 | (363) | | Total Comprehensive Loss for the Period Attributable to Owners of the Company | (14,394) | (27,234) | | Loss Per Share (HK cents) — Basic and Diluted | (3.86) | (6.72) | Unaudited Condensed Consolidated Statement of Financial Position This statement presents the unaudited condensed consolidated financial position as of June 30, 2025, showing total current assets of HK$42,728 thousand and total equity of HK$38,691 thousand Condensed Consolidated Statement of Financial Position (As of June 30, 2025 and December 31, 2024) | Metric | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Current Assets | | | | Derivative Financial Assets | 321 | 577 | | Trade Receivables | 2,643 | 2,540 | | Other Receivables | 1,847 | 3,121 | | Deposits with Brokers | 7,117 | 12,786 | | Tax Recoverable | 1,102 | 1,143 | | Fixed Bank Deposits | 12,770 | 112 | | Cash and Cash Equivalents | 16,458 | 32,475 | | Total Current Assets | 42,258 | 52,754 | | Assets Classified as Held for Sale | 470 | 470 | | Total Current Assets | 42,728 | 53,224 | | Current Liabilities | | | | Accruals and Other Payables | 3,883 | 6,775 | | Derivative Financial Liabilities | 154 | 311 | | Lease Liabilities | – | 353 | | Total Current Liabilities | 4,037 | 7,439 | | Net Current Assets | 38,691 | 45,785 | | Total Assets Less Current Liabilities | 38,691 | 45,785 | | Net Assets | 38,691 | 45,785 | | Capital and Reserves | | | | Share Capital | 164,374 | 157,074 | | Reserves | (125,683) | (111,289) | | Total Equity | 38,691 | 45,785 | Unaudited Condensed Consolidated Statement of Changes in Equity This statement details the unaudited condensed consolidated changes in equity for H1 2025, showing total equity decreased to HK$38,691 thousand from HK$45,785 thousand at the beginning of the period Condensed Consolidated Statement of Changes in Equity (Six Months Ended June 30) | Metric | Share Capital (HK$ '000) | Share Premium (HK$ '000) | Group Reorganization Reserve (HK$ '000) | Exchange Reserve (HK$ '000) | Fair Value Reserve (HK$ '000) | Capital Reserve (HK$ '000) | Share Option Reserve (HK$ '000) | Retained Profits/(Accumulated Losses) (HK$ '000) | Total (HK$ '000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | As at January 1, 2024 (Audited) | 4,000 | 153,074 | 1,145 | (585) | – | (1,093) | – | (61,281) | 95,260 | | Loss for the period | – | – | – | – | – | – | – | (26,871) | (26,871) | | Other comprehensive loss | – | – | – | (363) | – | – | – | – | (363) | | Total comprehensive loss for the period | – | – | – | (363) | – | – | – | (26,871) | (27,234) | | As at June 30, 2024 (Unaudited) | 4,000 | 153,074 | 1,145 | (948) | – | (1,093) | – | (88,152) | 68,026 | | As at January 1, 2025 (Audited) | 4,000 | 153,074 | 1,145 | (1,554) | – | (1,093) | – | (109,787) | 45,785 | | Loss for the period | – | – | – | – | – | – | – | (15,967) | (15,967) | | Other comprehensive income | – | – | – | 1,573 | – | – | – | – | 1,573 | | Total comprehensive loss for the period | – | – | – | 1,573 | – | – | – | (15,967) | (14,394) | | Subscription of new shares | 195 | 7,105 | – | – | – | – | – | – | 7,300 | | As at June 30, 2025 (Unaudited) | 4,195 | 160,1