名科国际(08100) - 2025 - 中期财报

Characteristics of GEM of The Stock Exchange of Hong Kong Limited The GEM market provides a listing platform for SMEs, but carries higher investment risks and market volatility, with directors fully responsible for report accuracy - GEM market positioning: Provides a listing platform for small and medium-sized companies, with higher investment risks than main board companies[2][6] - Market risk: GEM securities may be subject to significant market volatility and do not guarantee high liquidity[3][7] - Directors' responsibility: Company directors assume full responsibility for the report's content, confirming its accuracy, completeness, and non-misleading nature[5][7] Independent Review Report Independent auditors reviewed the company's condensed consolidated interim financial information for the six months ended June 30, 2025, concluding its compliance with HKAS 34 Introduction Independent auditors were engaged to review Nameko International Holdings Limited's condensed consolidated financial information for the six months ended June 30, 2025, under HKAS 34 and GEM Listing Rules - Review subject: Condensed consolidated financial information of Nameko International Holdings Limited and its subsidiaries for the six months ended June 30, 2025[9][11] - Preparation basis: Complies with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and GEM Listing Rules[9][11] Scope of Review The review was conducted under HKSRS 2410, primarily through inquiries and analytical procedures, with a scope narrower than an audit, thus no audit opinion is expressed - Review standard: Conducted in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity"[10][12] - Nature of review: Primarily involves inquiries and analytical procedures, with a scope significantly narrower than an audit, thus no audit opinion is expressed[10][12] Conclusion Based on the review, independent auditors found no material non-compliance of the interim financial information with HKAS 34 - Financial information compliance: No material non-compliance found in the interim financial report with International Accounting Standard 34 Interim Financial Reporting[15][16] Condensed Consolidated Financial Statements This section presents the unaudited condensed consolidated financial statements for the six months ended June 30, 2025, including comparative data for 2024 - Reporting period: For the six months ended June 30, 2025[18][19] - Nature of report: Unaudited condensed consolidated financial statements[18][19] Condensed Consolidated Statement of Profit or Loss – Unaudited For the six months ended June 30, 2025, the company reported a net loss of HK$6,286 thousand, compared to a net profit of HK$616 thousand in the prior period, driven by revenue decline and operating losses | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 39,723 | 47,236 | -15.9% | | Cost of sales | (9,312) | (15,734) | -40.8% | | Gross profit | 30,411 | 31,502 | -3.5% | | Other income and other gains/(losses), net | (2,252) | 2,575 | -187.4% | | Operating (loss)/profit | (5,501) | 1,422 | -486.8% | | (Loss)/profit for the period | (6,286) | 616 | -1122.7% | | (Loss)/profit attributable to owners of the Company | (7,420) | (585) | -1168.4% | | Basic loss per share (HK cents) | (1.67) | (0.13) | -1184.6% | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income – Unaudited For the six months ended June 30, 2025, the company reported a total comprehensive loss of HK$5,869 thousand, mainly due to the loss for the period and exchange differences | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | (Loss)/profit for the period | (6,286) | 616 | | Exchange differences on translation of financial statements of overseas subsidiaries | (29) | 31 | | Fair value changes of equity instruments at fair value through other comprehensive income | 446 | (13) | | Other comprehensive income for the period, net of tax | 417 | 18 | | Total comprehensive income for the period | (5,869) | 634 | | Total comprehensive income attributable to owners of the Company | (7,003) | (567) | Condensed Consolidated Statement of Financial Position – Unaudited As of June 30, 2025, total assets were HK$261,476 thousand and net assets were HK$202,024 thousand, a decrease from 2024 year-end, primarily due to reduced net current assets | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 158,219 | 156,770 | +0.9% | | Current assets | 103,257 | 121,335 | -14.9% | | Current liabilities | 38,736 | 38,225 | +1.3% | | Net current assets | 64,521 | 83,110 | -22.4% | | Non-current liabilities | 20,716 | 18,654 | +11.0% | | Net assets | 202,024 | 221,226 | -8.7% | | Share capital | 4,444 | 4,444 | 0.0% | | Reserves | 158,318 | 178,654 | -11.4% | | Equity attributable to owners of the Company | 162,762 | 183,098 | -11.1% | | Non-controlling interests | 39,262 | 38,128 | +3.0% | | Total equity | 202,024 | 221,226 | -8.7% | Condensed Consolidated Statement of Changes in Equity – Unaudited For the six months ended June 30, 2025, total equity decreased from HK$221,226 thousand to HK$202,024 thousand, mainly due to the loss for the period and dividends paid | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total equity as at January 1, 2025 | 221,226 | 219,274 | | (Loss)/profit for the period | (6,286) | 616 | | Other comprehensive income for the period | 417 | 18 | | Total comprehensive income for the period | (5,869) | 634 | | Dividends paid | (13,333) | – | | Total equity as at June 30, 2025 | 202,024 | 219,908 | - On June 25, 2024, the company cancelled share premium of approximately HK$517,181 thousand and transferred it to contributed surplus[34][132] Condensed Consolidated Statement of Cash Flows – Unaudited For the six months ended June 30, 2025, net cash and cash equivalents decreased by HK$21,640 thousand, primarily due to cash outflows from investing and financing activities | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 14,395 | (3,683) | | Net cash used in investing activities | (19,950) | (20,458) | | Net cash used in financing activities | (16,085) | (323) | | Net decrease in cash and cash equivalents | (21,640) | (24,464) | | Effect of foreign exchange rate changes | (29) | 31 | | Cash and cash equivalents as at June 30 | 60,039 | 58,909 | Notes to the Condensed Consolidated Financial Statements This section provides detailed notes to the condensed consolidated financial statements, covering corporate information, accounting policies, revenue, expenses, assets, liabilities, segment reporting, fair value measurement of financial instruments, and capital commitments - Reporting period: For the six months ended June 30, 2025[32] - Currency unit: Presented in HK$ thousand unless otherwise stated[34] 1. Corporate Information Nameko International Holdings Limited, incorporated in Cayman Islands and re-domiciled in Bermuda, is an investment holding company with subsidiaries engaged in software, e-commerce, securities investment, and IT services - Company registration: Incorporated in the Cayman Islands and re-domiciled in Bermuda[32][37] - Principal activities: Investment holding, software R&D and distribution, B2C/B2B e-commerce platform operation, securities investment, enterprise management solutions, and IT contract services[33][37] 2. Basis of Preparation The unaudited condensed consolidated interim financial statements are prepared in accordance with HKAS 34, HK GAAP, and GEM Listing Rules, consistent with 2024 audited statements, except for new HKFRS amendments - Basis of preparation: Prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting", Hong Kong Generally Accepted Accounting Principles, and GEM Listing Rules[35][38] - Consistency of accounting policies: Consistent with those used in the 2024 audited consolidated financial statements, except for new and revised HKFRS accounting standards adopted for the first time[36][38] 3. Adoption of New and Revised HKFRS Accounting Standards The Group adopted all new and revised HKFRS effective January 1, 2025, with no significant impact on accounting policies or financial statements, and is assessing future standards - New standards adoption: The Group has adopted all relevant new and revised HKFRS accounting standards effective from January 1, 2025[39][42] - Impact assessment: The adoption of new standards did not result in significant changes to the Group's accounting policies, financial statement presentation, or reported amounts[39][42] - Future standards: The Group is assessing the potential impact of new and revised HKFRS accounting standards effective in future periods[41][44] 4. Revenue For the six months ended June 30, 2025, total revenue was HK$39,723 thousand, a decrease from the prior period, primarily from software sales and IT services | Service Line | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of computer and mobile phone software and toolbar advertisements | 36,576 | 36,091 | +1.3% | | Provision of enterprise management solutions and IT contract services | 3,147 | 11,145 | -71.8% | | Total Revenue | 39,723 | 47,236 | -15.9% | 5. Other Income and Other Gains and (Losses), Net For the six months ended June 30, 2025, net other income and gains/(losses) was a loss of HK$2,252 thousand, compared to a gain of HK$2,575 thousand in the prior period, mainly due to goodwill impairment and financial asset losses | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Bank interest income | 439 | 213 | | Dividend income | 43 | 123 | | Other income | – | 9 | | Goodwill impairment loss | (2,300) | – | | Realized and unrealized (losses)/gains on financial assets at fair value through profit or loss | (541) | 2,386 | | Exchange gains/(losses), net | 107 | (156) | | Total | (2,252) | 2,575 | - The Group recognized a goodwill impairment loss of HK$2,300 thousand for Wifa Systems (Hong Kong) Limited[49][50] 6. (Loss)/Profit Before Tax For the six months ended June 30, 2025, the Group reported a loss before tax of HK$5,530 thousand, compared to a profit of HK$1,394 thousand in the prior period, impacted by goodwill impairment, intangible asset amortization, and increased staff costs | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest expense on lease liabilities | 29 | 28 | | Salaries, wages and other benefits | 7,701 | 7,022 | | Retirement scheme contributions | 209 | 194 | | Amortization of intangible assets | 19,688 | 19,072 | | Goodwill impairment loss | 2,300 | – | | Auditor's remuneration | 351 | 351 | | Depreciation of property, plant and equipment | 2 | 3 | | Depreciation of right-of-use assets | 374 | 297 | | Provision for impairment loss on trade and other receivables | 175 | 478 | | Legal and professional fees | 774 | 985 | | Short-term lease related expenses | 60 | 17 | 7. Income Tax Expense For the six months ended June 30, 2025, income tax expense was HK$756 thousand, slightly lower than HK$778 thousand in the prior period, comprising Hong Kong profits tax, withholding tax, and deferred tax | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current tax - Hong Kong profits tax | 550 | 704 | | Current tax - Withholding tax for the period | 84 | 74 | | Deferred tax | 122 | – | | Total | 756 | 778 | - Hong Kong profits tax operates under a two-tiered system, with the first HK$2 million of assessable profits taxed at 8.25% and the remainder at 16.5%[57] - No provision for PRC enterprise income tax was made for the Group's PRC subsidiaries for the current and prior periods due to tax losses incurred[57] 8. Dividends The Board does not recommend any interim dividend for the first half of 2025; the company paid a final and special dividend totaling HK$0.030 per share, or HK$13,333 thousand, during the period - Interim dividend: The Board does not recommend any interim dividend for the current period (2024: nil)[59][61] - Dividends paid: During the period, a final dividend of HK$0.002 per share and a special dividend of HK$0.028 per share for 2024, totaling HK$0.030 per share, amounting to approximately HK$13,333 thousand, were paid[59][61] 9. Loss Per Share For the six months ended June 30, 2025, basic loss per share was 1.67 HK cents, a significant increase from 0.13 HK cents in the prior period, due to increased loss attributable to owners | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$ Thousand) | (7,420) | (585) | | Weighted average number of ordinary shares (Thousand shares) | 444,448 | 444,448 | | Basic loss per share (HK cents) | (1.67) | (0.13) | - Diluted loss per share is the same as basic loss per share as there were no potential dilutive ordinary shares for the current and prior periods[63][64] 10. Segment Reporting The Group segments its business into four reportable segments: software, securities investment, enterprise management solutions and IT contract services, and B2C/B2B product trading, reporting their performance, assets, and liabilities - Reportable segments: Software business, securities investment business, enterprise management solutions and IT contract services business, and B2C online sales platform and B2B product trading business[65][67] - Reporting purpose: To monitor segment performance and allocate resources among segments[66][67] 10. (a) Segment results For the six months ended June 30, 2025, software business recorded a profit, while other segments reported losses, leading to an overall operating loss for the Group | Segment | 2025 Revenue (HK$ Thousand) | 2025 Segment Results (HK$ Thousand) | 2024 Revenue (HK$ Thousand) | 2024 Segment Results (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Software business | 36,576 | 5,513 | 36,091 | 5,652 | | Securities investment business | – | (536) | – | 2,450 | | Enterprise management solutions and IT contract services business | 3,147 | (3,248) | 11,145 | 91 | | B2C online sales platform and B2B product trading business | – | (405) | – | (650) | | Total | 39,723 | 1,324 | 47,236 | 7,543 | - In the first half of 2025, the Group reported an operating loss of HK$5,501 thousand, compared to an operating profit of HK$1,422 thousand in the prior period[70][74] 10. (b) Segment assets and liabilities As of June 30, 2025, total segment assets were HK$233,147 thousand and total segment liabilities were HK$55,552 thousand, with the software business accounting for the largest share | Segment | June 30, 2025 Segment Assets (HK$ Thousand) | June 30, 2025 Segment Liabilities (HK$ Thousand) | December 31, 2024 Segment Assets (HK$ Thousand) | December 31, 2024 Segment Liabilities (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Software business | 167,864 | 47,733 | 172,361 | 50,491 | | Securities investment business | 29,306 | 30 | 29,426 | 60 | | Enterprise management solutions and IT contract services business | 19,266 | 7,441 | 18,374 | 3,309 | | B2C online sales platform and B2B product trading business | 16,711 | 348 | 17,074 | 375 | | Total Segments | 233,147 | 55,552 | 237,235 | 54,235 | - As of June 30, 2025, unallocated assets included property, plant and equipment of HK$4 thousand, right-of-use assets of HK$2,874 thousand, trade and other receivables of HK$1,936 thousand, and cash and cash equivalents of HK$23,515 thousand[81] - Capitalized development costs for the software business amounted to HK$20,429 thousand (December 31, 2024: HK$41,583 thousand)[81][83] 10. (c) Geographical information For the six months ended June 30, 2025, the Group's revenue primarily originated from the United States, Hong Kong, and the United Kingdom, with all specific non-current assets located in Hong Kong | Country/Region | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | United States of America | 16,361 | 16,163 | | Hong Kong | 3,284 | 11,321 | | United Kingdom | 2,562 | 2,423 | | Brazil | 1,804 | 2,072 | | Germany | 1,571 | 1,959 | | Japan | 1,352 | 1,143 | | Canada | 1,253 | 1,281 | | Australia | 1,139 | 1,147 | | Netherlands | 643 | 798 | | Mainland China | 319 | 282 | | Others | 9,435 | 8,647 | | Total | 39,723 | 47,236 | - As of June 30, 2025, all specific non-current assets (including property, plant and equipment, right-of-use assets, intangible assets, and goodwill) were located in Hong Kong, totaling HK$156,706 thousand[86] 10. (d) Information about major customers For the six months ended June 30, 2025, one major customer in the enterprise management solutions and IT contract services segment contributed approximately 11.5% of total revenue - Major customer contribution: In the first half of 2025, one customer contributed approximately 11.5% of the total revenue of the enterprise management solutions and IT contract services business segment[87][91] - Prior period contribution: In the first half of 2024, one customer in the same business segment contributed approximately 16.5% of total revenue[88][91] 11. Right-of-Use Assets As of June 30, 2025, right-of-use assets were HK$2,874 thousand, a significant increase from HK$311 thousand at 2024 year-end, mainly due to a new office property lease agreement | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Right-of-use assets | 2,874 | 311 | +824.1% | - New lease: During the period, the Group entered into a new three-year lease agreement for office premises, recognizing right-of-use assets and lease liabilities of approximately HK$2,938 thousand[89][92] - Depreciation: Depreciation of right-of-use assets for the period was approximately HK$374 thousand (2024: approximately HK$297 thousand)[90][93] 12. Goodwill As of June 30, 2025, goodwill carrying amount was HK$40,225 thousand, a decrease from HK$42,525 thousand at 2024 year-end, primarily due to an impairment loss of HK$2,300 thousand for Wifa Systems (Hong Kong) Limited | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Cost | 778,575 | 778,575 | | Accumulated impairment losses | 738,350 | 736,050 | | Carrying amount | 40,225 | 42,525 | - Goodwill impairment: An impairment loss of HK$2,300 thousand was recognized for the goodwill of Wifa Systems (Hong Kong) Limited during the period, due to its underperforming financial results and significant revenue decline[99][101] - Valuation method: Fair value less costs of disposal (FVLCD) method was used, employing market approach (price-to-sales multiples, enterprise value-to-sales multiples) for valuation[100][102] 13. Financial Assets at Fair Value Through Other Comprehensive Income As of June 30, 2025, financial assets at fair value through other comprehensive income were HK$1,513 thousand, an increase from HK$1,067 thousand at 2024 year-end, primarily comprising unlisted equity securities | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Unlisted equity securities | 1,513 | 1,067 | +41.8% | - Valuation method: Fair value of unlisted equity securities was estimated by an independent valuer using the index return method at the end of the reporting period[107] 14. Trade and Other Receivables As of June 30, 2025, total trade and other receivables were HK$17,007 thousand, a significant increase from HK$11,484 thousand at 2024 year-end, mainly due to higher prepayments, deposits, other receivables, and amounts due from brokers | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables (net of impairment provision) | 9,337 | 9,404 | -0.7% | | Prepayments, deposits and other receivables | 5,465 | 1,630 | +235.3% | | Amounts due from brokers | 2,117 | 362 | +484.8% | | Amounts due from non-controlling interests of a subsidiary | 88 | 88 | 0.0% | | Total | 17,007 | 11,484 | +48.1% | - Trade receivables aging: As of June 30, 2025, trade receivables not yet due were HK$7,988 thousand, and those overdue for more than 12 months were HK$14 thousand[111] - Other loans receivable: The loan receivable from Jun Yang Energy Holdings Limited is unsecured, interest-free, and has no fixed repayment terms, with a full impairment provision of HK$27,230 thousand recognized[116][119] 15. Financial Assets at Fair Value Through Profit or Loss As of June 30, 2025, financial assets at fair value through profit or loss were HK$25,212 thousand, a decrease from HK$27,449 thousand at 2024 year-end, primarily comprising Hong Kong listed equity securities | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong listed equity securities | 25,211 | 27,448 | -8.2% | | Unlisted equity securities | 1 | 1 | 0.0% | | Total | 25,212 | 27,449 | -8.2% | - Investment nature: These investments aim to provide return opportunities to the Group through dividend income and fair value gains, with no fixed maturity dates or coupon rates[124] - Valuation method: Listed securities in active markets are valued at market price; listed securities with suspended trading and unlisted securities are classified as Level 3, estimated by an independent valuer using the index return method[122][123][125] 16. Trade and Other Payables As of June 30, 2025, total trade and other payables were HK$6,453 thousand, a decrease from HK$9,659 thousand at 2024 year-end, mainly due to a reduction in accrued expenses and other payables | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 2,625 | 821 | +219.7% | | Accrued expenses and other payables | 3,828 | 8,838 | -56.7% | | Total | 6,453 | 9,659 | -33.3% | - Trade payables aging: As of June 30, 2025, all trade payables were within 3 months[128] 17. Share Capital As of June 30, 2025, the company's authorized share capital was HK$800,000 thousand, with issued and fully paid share capital of HK$4,444 thousand, comprising 444,448 thousand ordinary shares at HK$0.01 par value, unchanged from 2024 year-end | Item | Par Value (HK$) | Number of Shares (Thousand shares) | Amount (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Authorized ordinary shares | 0.01 | 80,000,000 | 800,000 | | Issued and fully paid ordinary shares | 0.01 | 444,448 | 4,444 | 18. Reserves Changes in the Group's reserves are presented in the unaudited condensed consolidated statement of changes in equity; approximately HK$517,181 thousand of share premium was cancelled and transferred to contributed surplus on June 25, 2024 - Reserve movements: The Group's reserve amounts and movements are presented in the unaudited condensed consolidated statement of changes in equity[131] - Share premium cancellation: On June 25, 2024, approximately HK$517,181 thousand of share premium was cancelled and transferred to an account designated as contributed surplus[132][135] 19. Fair Value Measurement of Financial Instruments The carrying amounts of the Group's financial assets and liabilities approximate their fair values, with fair value measurements categorized into a three-level hierarchy, primarily using Level 3 inputs for unlisted and inactive market equity securities - Fair value hierarchy: Divided into three levels, Level 1 for quoted prices in active markets, Level 2 for observable inputs, and Level 3 for unobservable inputs[137] - Valuation process: Management is responsible for fair value measurements, reviewed at least annually; Level 3 measurements typically involve external valuation experts with recognized professional qualifications[148][149] | Item | Level 1 (HK$ Thousand) | Level 3 (HK$ Thousand) | Total (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss - Listed equity securities | 19,552 | 5,659 | 25,211 | | Financial assets at fair value through profit or loss - Unlisted equity securities | – | 1 | 1 | | Financial assets at fair value through other comprehensive income - Unlisted equity securities | – | 1,513 | 1,513 | | Total | 19,552 | 7,173 | 26,725 | 20. Capital Commitments As of June 30, 2025, total contracted but unprovided capital commitments were HK$20,457 thousand, mainly for intangible asset development costs and property, plant, and equipment acquisition | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Development costs of intangible assets | 20,429 | – | | Costs of property, plant and equipment | 28 | – | | Total | 20,457 | – | Management Discussion and Analysis This section reviews the Group's business and financial performance for the six months ended June 30, 2025, analyzing segment operations, financial metric changes, risk factors, and future outlook - Reporting period: For the six months ended June 30, 2025[167] - Content covered: Business review, financial review, risk factors, treasury policy, material transactions, employees and remuneration policies, contingent liabilities, capital commitments, and outlook[167][191][209][222][223][224][225][226][232] Business Review The business review covers the performance of software, IT services, e-commerce, and securities investment segments, highlighting challenges and future development directions - Business diversification: The Group's businesses cover software, IT services, e-commerce, and securities investment[33][37] - Market challenges: Post-pandemic changes in customer behavior, intense competition in the IT industry, inflation, and geopolitical pressures create uncertainties[173][179] Software Business Software business revenue slightly increased, but segment profit marginally decreased; the Group continues R&D investment, market expansion, and product optimization, with new software versions expected by late 2025 | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 36,576 | 36,091 | +1.3% | | Segment profit | 5,513 | 5,652 | -2.5% | - Product innovation: Continuous investment in R&D teams, strengthening cybersecurity, software product development, and marketing channels, with a focus on security defense and computer optimization[169][172] - Market expansion: Consolidating customer base in traditional markets and exploring business opportunities and distribution channels in emerging markets such as the Asia Pacific region[170][172] - User growth: Total new users exceeded 17 million during the period, including new non-paying users and active paying users[170][172] Corporate Management Solutions and I.T. Contract Services Business This segment's revenue significantly declined, resulting in a loss, primarily due to intense competition in Hong Kong's IT sector and goodwill impairment; the Group plans to enhance competitiveness and pursue new projects | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 3,147 | 11,145 | -71.8% | | Segment (loss)/profit | (3,248) | 91 | -3670.3% | - Loss reason: Primarily due to intense competition in the IT industry and a goodwill impairment loss of HK$2,300 thousand[174][180] - Future strategy: Committed to enhancing competitiveness, strengthening technical capabilities, maintaining service quality standards, and actively pursuing government and corporate contract projects[176][180] B2C Online Sales Platform and B2B Product Trading Business This segment generated no revenue during the period, but its segment loss narrowed; the Group will continue developing online and offline sales channels and exploring new business opportunities | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | – | – | 0.0% | | Segment loss | (405) | (650) | -37.7% | - Development direction: Committed to providing quality products to global customers by developing online and offline sales channels and exploring new business opportunities[178][182] Securities Investment Business The securities investment business recorded a segment loss of HK$536 thousand, compared to a profit of HK$2,450 thousand in the prior period, mainly due to realized and unrealized losses on financial assets; the Group will continue to monitor the market and explore opportunities | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Segment (loss)/profit | (536) | 2,450 | -1218.8% | - Loss reason: Primarily due to net realized and unrealized losses of approximately HK$541 thousand on financial assets at fair value through profit or loss[184][188] - Investment portfolio: As of June 30, 2025, FVTPL financial assets and FVTOCI financial assets had fair values of HK$25,212 thousand and HK$1,513 thousand respectively, comprising 11 investment items, of which 9 were listed shares[186][189] - Key investment: Holds shares in Goldstream Investment Limited, with a market value of approximately HK$32,962 thousand as of August 22, 2025[187][190] Financial Review The Group's financial performance shows decreased total revenue and gross profit, shifting from profit to loss for the period, primarily due to underperforming business segments and increased corporate expenses, with liquidity remaining adequate despite a slight rise in gearing - Revenue decline: Total revenue for the period was approximately HK$39,723 thousand, a 15.9% year-on-year decrease[191][197] - Net loss: A net loss of approximately HK$6,286 thousand was recorded for the period, compared to a profit of approximately HK$616 thousand in the prior period[194][200] - Loss attribution: Primarily due to segment losses in securities investment, enterprise management solutions and IT contract services, B2C online sales platform and B2B product trading businesses, combined with increased corporate expenses[194][200] Revenue For the six months ended June 30, 2025, total Group revenue was HK$39,723 thousand, a 15.9% year-on-year decrease, primarily from software and IT contract services | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 39,723 | 47,236 | -15.9% | | Software business revenue | 36,576 | – | – | | Enterprise management solutions and IT contract services business revenue | 3,147 | – | – | Gross Profit For the six months ended June 30, 2025, the Group's gross profit was HK$30,411 thousand, a 3.5% year-on-year decrease | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Gross profit | 30,411 | 31,502 | -3.5% | Finance Costs For the six months ended June 30, 2025, the Group's finance costs were HK$29 thousand, a slight increase of 3.6% year-on-year | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Finance costs | 29 | 28 | +3.6% | (Loss)/Profit for the Period For the six months ended June 30, 2025, the Group reported a net loss of HK$6,286 thousand, compared to a net profit of HK$616 thousand in the prior period, due to segment losses and increased corporate expenses | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net (loss)/profit for the period | (6,286) | 616 | | Net (loss)/profit attributable to owners of the Company | (7,420) | (585) | - Loss attribution: Primarily due to segment losses in securities investment, enterprise management solutions and IT contract services, B2C online sales platform and B2B product trading businesses, combined with increased corporate expenses[194][200] Liquidity, Financial Resources and Capital Structure As of June 30, 2025, total cash and cash equivalents were HK$60,683 thousand, a decrease from 2024 year-end; the Group primarily funds operations through internal resources, with no significant changes in capital structure or financial institution loans | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total cash and cash equivalents and pledged bank deposits | 60,683 | 82,349 | -26.3% | - Funding sources: The Group primarily funds its operations through internal resources, with no significant changes in its capital structure[196][201] - Loan status: As of June 30, 2025, and December 31, 2024, the Group had no loans from financial institutions[203][210] Gearing Ratio As of June 30, 2025, the Group's gearing ratio was 22.7%, a slight increase from 20.5% at 2024 year-end | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total assets | 261,476 | 278,105 | | Total liabilities | 59,452 | 56,879 | | Gearing ratio | 22.7% | 20.5% | Dividend The Board does not recommend any interim dividend for the current period - Interim dividend: The Board does not recommend any interim dividend for the current period (2024: nil)[205][212] Charges on the Group's Assets As of June 30, 2025, the Group had pledged bank deposits of approximately HK$644 thousand to secure a HK$500 thousand banking facility, with approximately HK$287 thousand in undrawn facilities - Pledged bank deposits: Approximately HK$644 thousand (December 31, 2024: HK$641 thousand), pledged as collateral for the Group's HK$500 thousand banking facility[206][213] - Undrawn banking facilities: Approximately HK$287 thousand (December 31, 2024: HK$307 thousand)[207][213] - Margin trading accounts: As of June 30, 2025, and December 31, 2024, the Group did not hold any margin trading accounts[208][213] Risk Factors The Group faces foreign exchange, financial, operational, and credit risks, managed through close monitoring of exchange rates, regular review of financial assets, assessment of operational risks, and enhanced accounts receivable management - Risk types: Foreign exchange risk, financial risk, operational risk, credit risk[209][215][216][217] - Risk management: Management is responsible for monitoring and assessing various risks, and implementing corresponding risk management policies and procedures[216][219] Foreign Exchange Exposure The Group's business is primarily denominated in HKD, USD, and RMB; with HKD pegged to USD, there is no significant USD exchange risk, and other currency risks are managed through monitoring and potential hedging - Primary trading currencies: Hong Kong Dollars, US Dollars, and Renminbi, with US Dollars being the Group's primary trading currency[209][214] - USD risk: As the Hong Kong Dollar remains pegged to the US Dollar within a defined range, the Group is not exposed to any significant foreign exchange risk in relation to the US Dollar[209][214] - Risk management: The Group continues to manage foreign currency risk against other currencies by closely monitoring exchange rate movements and may utilize hedging derivatives where appropriate[209][214] Financial Risk The Group is exposed to equity security price risk from fair value fluctuations of FVTOCI and FVTPL financial assets; the Board regularly reviews these risks and conducts impairment reviews for cash-generating units - Risk source: Exposed to equity security price risk due to fair value fluctuations of financial assets at fair value through other comprehensive income and financial assets at fair value through profit or loss[215][218] - Asset composition: As of June 30, 2025, total assets were approximately HK$261,476 thousand, primarily comprising FVTOCI financial assets of HK$1,513 thousand, FVTPL financial assets of HK$25,212 thousand, goodwill of HK$40,225 thousand, and intangible assets of HK$113,603 thousand[215][218] - Risk management: Directors regularly review equity security price risk and conduct impairment reviews for cash-generating units containing goodwill and intangible assets annually or more frequently[215][218] Operation Risk Each business segment faces operational risks, with management responsible for monitoring operations, assessing risks, implementing risk management policies, and reporting anomalies to the Board - Risk management responsibilities: Management of each business segment is responsible for monitoring their respective business operations and assessing operation-related risks[216][219] - Reporting mechanism: Management is responsible for implementing the Group's risk management policies and procedures and should report any non-compliance regarding project operations to the Board for instructions[216][219] Credit Risk The Group primarily faces credit risk from trade and other receivables, especially in unstable economic environments; the Board monitors credit exposure, and management handles credit approval, collection, and receivable recoverability - Risk source: Primarily arises from its trade and other receivables, which amounted to approximately HK$17,007 thousand as of June 30, 2025[217][220] - Increased risk: Due to socio-political uncertainties leading to an unstable economic environment, the likelihood of payment defaults is inevitably higher than anticipated[217][220] - Risk management: Directors continue to closely monitor the overall level of credit risk faced, while management is responsible for determining credit approval and overseeing collection procedures, and reviewing the recoverability of individual trade debts[217][220] Treasury Policy The Group maintains a prudent treasury policy with centralized activities, diversified investments, guidelines for risk and capital management, and close monitoring of liquidity to ensure sufficient funding - Policy characteristics: The Group adopts a prudent treasury policy, with centralized treasury activities and a preference for investing in a diversified product portfolio[222][227] - Risk control: The Group has guidelines for monitoring and controlling investment risks and managing capital[222][227] - Liquidity management: The Board closely reviews the Group's liquidity position to ensure its liquidity structure can meet its funding requirements at all times[222][227] Material Transaction The Group did not undertake any material acquisitions or disposals during the period - No material transactions: The Group did not undertake any material acquisitions or disposals during the period[223][228] Employees and Remuneration Policies As of June 30, 2025, the Group employed 23 staff; its remuneration policy emphasizes equality, incentives, and performance, offering provident fund, medical insurance, and discretionary bonuses, with a share option scheme for reward and motivation - Employee count: As of June 30, 2025, the Group employed 23 staff (December 31, 2024: 23 staff)[224][229] - Remuneration policy: The Group's remuneration policy is guided by equality, incentives, and employee performance, aiming to enhance market competitiveness while complying with Hong Kong legal requirements[224][229] - Employee benefits: In addition to salaries, other employee benefits include provident fund contributions, medical insurance, and performance-linked discretionary bonuses[224][229] - Incentive scheme: The Group also has a share option scheme to reward and incentivize employees[224][229] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - No significant contingent liabilities: As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil)[225][230] Capital Commitments As of June 30, 2025, total contracted but unprovided capital commitments were HK$20,457 thousand, mainly for intangible asset development costs and property, plant, and equipment acquisition | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Development costs of intangible assets | 20,429 | – | | Costs of property, plant and equipment | 28 | – | | Total | 20,457 | – | Outlook For the second half of 2025, the market remains challenging with ongoing cybersecurity threats; the Group will focus on software, monitor IT trends, upgrade products, expand sales channels, and diversify business to achieve sustainable growth and shareholder returns - Market outlook: In the second half of 2025, the market environment will remain challenging, with continuous cybersecurity threats in the digital world[232][235] - Software business: The software business is expected to remain one of the Group's primary revenue sources; the Group will closely monitor IT trends, continuously upgrade existing products, and strengthen its product portfolio[232][233][235] - Strategic direction: The Group will continue to consolidate and expand its software product sales channels and strengthen its position in the US and European markets to enhance its long-term profitability[233][235] - Business diversification: The Group will continue to adopt a diversified development approach, timely assessing the revenue and growth prospects of each business segment and flexibly allocating resources[234][235] Other Information This section provides information on corporate governance and compliance, including directors' securities dealings, interests, share option scheme, substantial shareholders, new bye-laws, listed securities transactions, competing interests, corporate governance, and the audit committee Dealings for Securities Transactions by Directors The company's directors confirmed compliance with the GEM Listing Rules' required standards for directors' securities transactions during the reporting period - Compliance: All directors confirmed compliance with the standards for securities transactions as set out in Rules 5.48 to 5.67 of the GEM Listing Rules throughout the period[237][240] Directors' Interests in Contracts or Arrangements No director or associated entity held any material direct or indirect interest in significant transactions, arrangements, or contracts, or in the Group's assets, during or at the end of the reporting period - No material interests: No director or entity connected with a director had any material direct or indirect interest in any significant transaction, arrangement, or contract subsisting during or at the end of the period that was material to the Group's business[238][241] - No asset interests: No director had any direct or indirect interest in any assets acquired, disposed of, leased, or proposed to be acquired, disposed of, or leased by any member of the Group at the end of or at any time during the period[238][241] Directors' and Chief Executive's Interests or Short Positions in the Shares, Underlying Shares or Debentures of the Company or Any Associated Corporations As of June 30, 2025, Executive Director and Chairman Mr. Wong Ching Chun held a 75.0% long position in the company's shares; no other directors or chief executives had disclosable interests under the SFO | Director Name | Capacity | Number of Shares Held (Thousand shares) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Wong Ching Chun | Beneficial owner | 333,336,177 | 75.0% | - Other interests: Save for Mr. Wong Ching Chun, no other directors or chief executives had interests or short positions in the shares, underlying shares, or debentures disclosable under the SFO[245] Directors' and Chief Executive's Rights to Acquire Shares or Debt Securities Neither the company nor its subsidiaries entered into any arrangements during or at the end of the period enabling directors, chief executives, or their associates to profit from acquiring shares or debt securities - No acquisition rights arrangements: At no time during the period or at the end of the period had the company or any of its subsidiaries entered into any arrangements to enable directors and chief executives of the company, their respective spouses, or children under 18 years of age to acquire benefits by means of acquiring shares or debentures of the company or any other body corporate[244][246] Share Option Scheme The company adopted a new 2024 Share Option Scheme on July 11, 2024, replacing the 2017 scheme, to incentivize and attract talent, with total shares granted not exceeding 10% of issued shares; no options were granted during the period - New and old schemes: The company adopted a new share option scheme on July 11, 2024, and terminated the 2017 share option scheme on the same date[248][254] - 2017 scheme: Terminated on July 11, 2024, with no share options granted and no outstanding share options at termination[249][250][255][256] - 2024 scheme purpose: Aims to incentivize and reward eligible participants for their contributions to the Group, and/or to recruit and retain high-caliber personnel[252][257] - Grant limit: The total number of shares that may be issued upon exercise of all options that may be granted under the 2024 Share Option Scheme shall not exceed 10% of the total number of shares in issue on the adoption date (i.e., 44,444,823 shares)[258][261] - Current period status: No share options were granted during the period and as of the date of this report; as of January 1, 2025, and June 30, 2025, there were no outstanding share options under the 2024 Share Option Scheme[267][270] Interests Discloseable Under the SFO and Substantial Shareholders' and Other Persons' Interest in Securities Except for the share interest of Executive Director and Chairman Mr. Wong Ching Chun, the Board was unaware of any other persons holding disclosable interests or short positions in shares or underlying shares under the SFO as of June 30, 2025 - Substantial shareholder interest: Executive Director and Chairman Mr. Wong Ching Chun holds a 75.0% long position in the company's shares[243][271] - Other persons' interests: Save for the directors or chief executives of the company, the Board is not aware of any other persons who had, or were deemed or taken to have, interests or short positions in the shares or underlying shares disclosable under the SFO[271][275] Adoption of New Bye-Laws The company adopted the Third Amended and Restated Bye-laws via special resolution at the AGM on May 9, 2025, to replace the old ones, providing flexibility for treasury shares and updating terms to comply with latest regulations - Adoption date: The new Bye-laws were adopted by shareholders through a special resolution passed at the company's Annual General Meeting held on May 9, 2025[273][276] - Amendment purpose: Aims to (i) provide the company with the flexibility to hold treasury shares in accordance with the Bye-laws; and (ii) make other miscellaneous and housekeeping amendments, and update certain provisions with reference to the latest applicable laws of Bermuda and the GEM Listing Rules[272][276] Purchase, Sale or Redemption of the Company's Listed Securities Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the reporting period - No securities transactions: During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[274][277] Competing Interest Chairman and Executive Director Mr. Wong Ching Chun and Executive Director Mr. Lau Siu Cheong hold interests in companies that may compete with the Group's IT services and money lending businesses - Mr. Wong Ching Chun's competing interests: Mr. Wong Ching Chun holds interests in Alliance Group and E-Business Software Group, which are primarily engaged in IT contract and maintenance services, potentially competing with the Group's enterprise management solutions and IT contract services business[279][280][285][286] - Mr. Lau Siu Cheong's competing interests: Mr. Lau Siu Cheong is a director and sole shareholder of Wealthy Asset Management Limited, which is engaged in money lending business, potentially competing with the Group's money lending business through Union Faith Finance Limited[280][281][287] - Group's money lending business: Union Faith Finance Limited is a licensed money lender in Hong Kong, but is currently inactive and has no loan portfolio[281][287] Corporate Governance The company complied with the code provisions set out in Part 2 of Appendix C1 to the GEM Listing Rules during the reporting period - Compliance: During the period, the company complied with the code provisions set out in Part 2 of Appendix C1 to the GEM Listing Rules[283][288] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviews and oversees the Group's financial reporting, risk management, and internal control procedures, and has reviewed the unaudited condensed consolidated financial statements for the period - Composition: The Audit Committee currently comprises three independent non-executive directors, namely Mr. Cheng Hong Ki (Chairman of the Audit Committee), Mr. Chan Yung, and Ms. Wong Chi Yan[284][289] - Responsibilities: The primary responsibilities of the Audit Committee are to review and oversee the Group's financial reporting process, risk management, and internal control procedures[284][289] - Report review: The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the period[284][289] Sufficiency of Public Float As of the latest practicable date prior to the report's publication, the company maintained the public float required by the GEM Listing Rules - Public float: The company has maintained the public float required by the GEM Listing Rules[290][293] Appreciation The Chairman, on behalf of the Board, extends sincere gratitude to all business partners, shareholders, and customers for their support - Acknowledgements: On behalf of the Board, I would like to express sincere gratitude to all business partners, shareholders, and customers for their support to the company[291][294] - Board members: As of the date of this report, the Board comprises two executive directors and three independent non-executive directors[292][295]