首都金融控股(08239) - 2025 - 中期财报

Company Information and Disclaimer This section covers company information, GEM market disclaimers, and directors' responsibility statement GEM Market Characteristics The GEM market is designed for small and medium-sized companies, carrying higher investment risks, potential market volatility, and lower liquidity - The GEM market is positioned as a listing platform for small and medium-sized companies, entailing higher investment risks[2][4] - Potential risks include significant market volatility for GEM securities and no guarantee of high liquidity[3][5] Directors' Responsibility Statement The Board of Directors collectively and individually assumes full responsibility for the accuracy, completeness, and non-misleading nature of this report's content, confirming compliance with GEM Listing Rules - Directors confirm that the information in this report is accurate, complete, and free from misleading or fraudulent elements in all material aspects[8][9] - The content of this report complies with the disclosure requirements of the GEM Listing Rules[8][9] Unaudited Condensed Consolidated Financial Statements This section presents the unaudited condensed consolidated financial statements for the reporting period Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the company transitioned from loss to profit, driven by significant revenue growth and a reversal of expected credit loss provisions, despite a substantial increase in income tax expense Condensed Consolidated Statement of Profit or Loss Key Data (For the six months ended June 30) | Indicator (HKD thousand) | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :--------------------- | :--------------- | :--------------- | :--------- | | Revenue | 14,493 | 5,968 | +142.8% | | Other income and net other gains | 1,064 | 3,820 | -72.2% | | Administrative and other expenses | (12,862) | (12,464) | +3.2% | | Reversal/(provision) for expected credit losses | 8,860 | (2,460) | N/A | | Finance costs | (3,173) | (4,643) | -31.7% | | Profit/(loss) before income tax | 8,382 | (9,779) | N/A | | Income tax expense | (16,313) | (3,427) | +376.0% | | Loss for the period | (7,931) | (13,206) | -39.9% | | Loss per share attributable to owners of the Company (HK cents) | (8.68) | (29.53) | -70.6% | Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, total comprehensive expenses significantly decreased, primarily due to a narrower loss for the period and positive foreign exchange differences Condensed Consolidated Statement of Comprehensive Income Key Data (For the six months ended June 30) | Indicator (HKD thousand) | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :--------------------- | :--------------- | :--------------- | :--------- | | Loss for the period | (7,931) | (13,206) | -39.9% | | Other comprehensive income/(expenses) | 3,044 | (4,124) | N/A | | Total comprehensive expenses for the period | (4,887) | (17,330) | -71.8% | | Total comprehensive (expenses)/income attributable to owners of the Company | (6,623) | (15,215) | -56.4% | - In the first half of 2025, exchange differences arising from the translation of financial statements of overseas operations amounted to HKD 3,451 thousand, a significant improvement from (HKD 4,127 thousand) in the same period of 2024[17] - Reclassification of exchange reserve upon disposal of subsidiaries and joint ventures resulted in (HKD 407 thousand)[17] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company experienced a significant decrease in non-current assets but an increase in current assets, leading to higher net current assets, while total assets less current liabilities and net assets both declined Condensed Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator (HKD thousand) | 2025 (Unaudited) | 2024 (Audited) | Change (%) | | :--------------------- | :--------------- | :------------- | :--------- | | Non-current assets | 16,913 | 37,892 | -55.4% | | Current assets | 133,509 | 117,753 | +13.4% | | Current liabilities | 74,621 | 74,666 | -0.1% | | Net current assets | 58,888 | 43,087 | +36.7% | | Total assets less current liabilities | 75,801 | 80,979 | -6.4% | | Non-current liabilities | 8,540 | 8,831 | -3.3% | | Net assets | 67,261 | 72,148 | -6.8% | | Equity attributable to owners of the Company | 32,894 | 39,517 | -16.7% | | Non-controlling interests | 34,367 | 32,631 | +5.3% | | Total equity | 67,261 | 72,148 | -6.8% | - Investment properties within non-current assets were entirely disposed of in the first half of 2025, decreasing from HKD 2,043 thousand to HKD 0[20] - Deferred tax assets significantly decreased from HKD 26,656 thousand to HKD 11,675 thousand[20] - Customer loans (non-current) decreased from HKD 4,423 thousand to HKD 762 thousand, while customer loans (current) increased from HKD 44,361 thousand to HKD 48,342 thousand[20] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners of the Company decreased due to loss for the period and changes in exchange reserves, while non-controlling interests increased Condensed Consolidated Statement of Changes in Equity Key Data (For the six months ended June 30) | Indicator (HKD thousand) | 2025 (Unaudited) | 2024 (Unaudited) | | :--------------------- | :--------------- | :--------------- | | Equity attributable to owners of the Company at beginning of period | 39,517 | 51,136 | | Loss for the period | (8,149) | (12,030) | | Other comprehensive income/(expenses) | 1,526 | (3,185) | | Equity attributable to owners of the Company at end of period | 32,894 | 41,173 | | Non-controlling interests at end of period | 34,367 | 36,261 | | Total equity at end of period | 67,261 | 77,434 | - In the first half of 2025, accumulated losses attributable to owners of the Company increased from (HKD 1,106,796 thousand) at the beginning of the period to (HKD 1,115,285 thousand) at the end of the period[24] - In the first half of 2024, the company raised HKD 7,511 thousand through the placement of new shares[26] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities decreased, but net cash from investing activities turned positive, and net cash used in financing activities significantly reduced, resulting in a net increase in cash and cash equivalents Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended June 30) | Indicator (HKD thousand) | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :--------------------- | :--------------- | :--------------- | :--------- | | Net cash generated from operating activities | 12,564 | 18,707 | -32.8% | | Net cash generated from investing activities | 2,049 | 0 | N/A | | Net cash used in financing activities | (4,165) | (21,689) | -80.8% | | Net increase/(decrease) in cash and cash equivalents | 10,448 | (2,982) | N/A | | Cash and cash equivalents at end of period | 84,502 | 88,250 | -4.2% | - Cash inflow from investing activities primarily stemmed from proceeds of HKD 2,043 thousand from the disposal of investment properties[28] - The decrease in cash outflow from financing activities was mainly due to higher amounts for redemption of convertible bonds and promissory notes in the same period of 2024[28] Notes to the Financial Statements This section provides detailed notes on the basis of preparation, accounting policies, and specific items within the financial statements General Information The company is incorporated in Bermuda, listed on GEM of the Stock Exchange, primarily engaged in investment holding, with group businesses including short-term financing services and IT solutions and consulting for the financial industry - The company is incorporated in Bermuda, with shares listed on the GEM of the Stock Exchange[30][32] - The Group's principal activities include providing short-term financing services and IT solutions and consulting services for the financial industry in Mainland China and Hong Kong[31][33] Basis of Preparation and Principal Accounting Policies The interim financial statements are prepared in accordance with HKAS 34, using a historical cost basis (except for investment properties), consistent with 2024 annual report policies, with no significant impact from new accounting standards adoption - The interim financial statements are prepared in accordance with HKAS 34 and have been reviewed by the Audit Committee[34][42] - The statements are prepared on a historical cost basis, except for investment properties which are stated at fair value[35][38] - The adoption of new/revised HKFRS accounting standards has had no significant impact on the results and financial position for the current and prior accounting periods[45][45][48] Segment Information The Group has identified only one operating segment under HKFRS 8, with revenue primarily from Mainland China and Hong Kong, where Hong Kong's revenue significantly increased in the first half of 2025 - The Group has only one operating segment, and no further segment information analysis is presented[49][51] Revenue by Geographical Location (HKD thousand) | Region | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :----------- | :--------------- | :--------------- | :--------- | | Hong Kong | 11,963 | 800 | +1395.4% | | Mainland China | 2,530 | 5,168 | -51.0% | | Total | 14,493 | 5,968 | +142.8% | Revenue, Other Income and Net Other Gains and Losses Total revenue significantly increased in the first half of 2025, primarily due to settlement gains from non-performing loan assets and increased IT solution and consulting income; however, net other income and gains decreased due to early redemption gains from convertible bonds in the prior period Revenue Components (HKD thousand) | Revenue Source | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :------------------------------- | :--------------- | :--------------- | :--------- | | Interest income from customer loans | 3,193 | 5,168 | -38.2% | | Settlement gains from non-performing loan assets | 8,500 | 0 | N/A | | IT solution and consulting income | 2,800 | 800 | +250.0% | | Total Revenue | 14,493 | 5,968 | +142.8% | Other Income and Net Other Gains Components (HKD thousand) | Other Income and Net Other Gains | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :----------------------------- | :--------------- | :--------------- | :--------- | | Net exchange differences | (50) | (250) | -80.0% | | Bank interest income | 464 | 754 | -38.5% | | Gain on early redemption of convertible bonds | 0 | 3,099 | -100.0% | | Gain on early redemption of promissory notes | 166 | 91 | +82.4% | | Gain on disposal of subsidiaries and joint ventures | 417 | 0 | N/A | | Total | 1,064 | 3,820 | -72.2% | - Disposal of Tonghe Investment Limited, an indirect wholly-owned subsidiary, and its subsidiaries and joint ventures, generated a gain of approximately HKD 417,000[60] Finance Costs Finance costs significantly decreased in the first half of 2025, primarily due to zero effective interest expense on convertible bonds and an increase in interest expense on promissory notes Finance Costs Components (HKD thousand) | Finance Cost Source | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :----------------------------------- | :--------------- | :--------------- | :--------- | | Effective interest expense on convertible bonds | 0 | 4,321 | -100.0% | | Effective interest expense on promissory notes | 3,128 | 269 | +1063.2% | | Effective interest expense on lease liabilities | 45 | 53 | -15.1% | | Total | 3,173 | 4,643 | -31.7% | Profit/(Loss) Before Income Tax In the first half of 2025, the company achieved a profit before income tax, reversing the loss from the same period in 2024, despite an increase in staff costs Profit/(Loss) Before Income Tax Related Expenses (HKD thousand) | Expense Category | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :------------------------------------- | :--------------- | :--------------- | :--------- | | Staff costs (excluding directors' emoluments) | 7,582 | 6,313 | +20.1% | | Auditor's remuneration | 480 | 569 | -15.6% | | Cost of services | 1,566 | 0 | N/A | | Depreciation of property, plant and equipment | 157 | 125 | +25.6% | | Depreciation of right-of-use assets | 247 | 543 | -54.5% | | Short-term or low-value lease payments | 78 | 75 | +4.0% | Income Tax Expense Income tax expense significantly increased in the first half of 2025, primarily due to a substantial rise in deferred tax expense and contributions from current tax and dividend withholding tax in Mainland China Income Tax Expense Components (HKD thousand) | Tax Category | 2025 (Unaudited) | 2024 (Unaudited) | Change (%) | | :----------------------------- | :--------------- | :--------------- | :--------- | | Mainland China current tax expense | 369 | 836 | -55.9% | | Dividend withholding tax | 547 | 1,629 | -66.4% | | Deferred tax expense | 15,397 | 918 | +1577.2% | | Total Income Tax Expense | 16,313 | 3,427 | +376.0% | - No provision for Hong Kong profits tax was made due to estimated tax losses available to offset taxable profits[69] - Mainland China subsidiaries are subject to a corporate income tax rate of 25%, with some small-profit enterprises enjoying a preferential rate of 20%[69][70] - Dividends distributed from profits of foreign-invested enterprises in Mainland China are subject to a 10% withholding income tax[71][72] Dividends The Board of Directors does not recommend the payment of any dividend for the first half of 2025 - No dividend was recommended for payment for the first half of 2025 or the corresponding period in 2024[73][77] Loss Per Share Both basic and diluted loss per share narrowed in the first half of 2025, primarily due to a reduction in loss attributable to owners of the Company Loss Per Share Calculation Data | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :------------------------------------------------------------ | :--------------- | :--------------- | | Loss attributable to owners of the Company (HKD thousand) | (8,149) | (12,030) | | Weighted average number of ordinary shares for basic loss per share (thousand shares) | 93,841 | 40,733 | | Basic and diluted loss per share (HK cents) | (8.68) | (29.53) | - There were no potential dilutive ordinary shares in the first half of 2025, and convertible bonds had an anti-dilutive effect in the same period of 2024, thus basic and diluted loss per share were equal[76][78] Right-of-Use Assets The Group obtains right-of-use assets for office premises and staff quarters through lease arrangements, with no new additions in the first half of 2025 and a decrease in total lease cash outflows - No new right-of-use assets were added in the first half of 2025[85][88] - Total cash outflow for leases in the first half of 2025 was approximately HKD 244,000, lower than HKD 455,000 in the same period of 2024[85][88] - As of June 30, 2025, the weighted average effective interest rate for lease liabilities was 3.55% (December 31, 2024: 3.63%)[86][88] Investment Properties The Group disposed of all investment properties in the first half of 2025, resulting in zero holdings Movements in Investment Properties (HKD thousand) | Indicator | January 1 to June 30, 2025 (Unaudited) | Year ended December 31, 2024 (Audited) | | :-------- | :------------------------------------- | :------------------------------------- | | Beginning of period | 2,043 | 2,269 | | Disposals | (2,043) | 0 | | End of period | 0 | 2,043 | - On February 27, 2025, the company disposed of a residential property in Beijing for a total consideration of approximately HKD 2,043,000, with no significant gain or loss on disposal recognized[91][92] Assets Acquired in Settlement of Debts The Group's assets acquired in settlement of debts primarily consist of real estate properties in Beijing, with their estimated market value slightly increasing in the first half of 2025 Carrying Value of Assets Acquired in Settlement of Debts (HKD thousand) | Asset Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :----------------------------------------- | :------------------------ | :------------------------ | | Repossessed properties - real estate properties in Beijing | 1,622 | 1,575 | - As of June 30, 2025, the estimated market value of assets acquired in settlement of debts was approximately HKD 1,648,000 (December 31, 2024: approximately HKD 1,592,000)[94][95] - The Group plans to dispose of these properties, acquired through court proceedings, within a reasonable timeframe, but not expected to be completed within 12 months from the end of the reporting period[94][95] Customer Loans As of June 30, 2025, both gross customer loans and loss provisions significantly decreased, leading to a slight increase in net customer loans; the Group uses an ECL model to assess credit risk, classifying loans by days past due Gross and Net Customer Loans (HKD thousand) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change (%) | | :------------------- | :------------------------ | :------------------------ | :--------- | | Gross customer loans | 101,115 | 153,890 | -34.3% | | Less: Loss allowance | (52,011) | (105,106) | -50.5% | | Net customer loans | 49,104 | 48,784 | +0.66% | Credit Quality Analysis The credit quality of customer loans improved, with a significant decrease in the proportion of credit-impaired loans overdue by more than 90 days Customer Loan Credit Quality Analysis (HKD thousand) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change (%) | | :-------------------------------------- | :------------------------ | :------------------------ | :--------- | | Neither past due nor credit-impaired | 38,133 | 36,220 | +5.3% | | Past due but not credit-impaired (within 30 days) | 5,615 | 0 | N/A | | Past due but not credit-impaired (30-90 days) | 2,278 | 4,753 | -52.1% | | Past due and credit-impaired (>90 days) | 55,089 | 112,917 | -51.2% | | Total | 101,115 | 153,890 | -34.3% | - Management considers loans overdue by more than 90 days as credit-impaired[101][104] Movements in Expected Credit Loss Provision for Customer Loans In the first half of 2025, the expected credit loss provision for customer loans significantly decreased, primarily due to reversals and disposals Movements in Expected Credit Loss Provision for Customer Loans (HKD thousand) | Movement Item | January 1 to June 30, 2025 (Unaudited) | Year ended December 31, 2024 (Audited) | | :---------------------------- | :------------------------------------- | :------------------------------------- | | Beginning of period | 105,106 | 109,606 | | Charged/(credited) to profit or loss | (8,860) | 5,257 | | Disposals | (45,791) | (6,132) | | Exchange adjustments | 1,556 | (3,625) | | End of period | 52,011 | 105,106 | - As of June 30, 2025, the expected credit loss provision represented approximately 51.4% of the gross carrying amount of customer loans (December 31, 2024: approximately 68.3%), indicating a decrease in credit risk coverage[108][110] Amounts Due to Directors Amounts due to directors are unsecured, interest-free, and repayable on demand - Nature of amounts due to directors: unsecured, interest-free, and repayable on demand[113][114] Amounts Due to Shareholders Amounts due to shareholders are unsecured, interest-free, and repayable on demand - Nature of amounts due to shareholders: unsecured, interest-free, and repayable on demand[115] Promissory Notes In the first half of 2025, both the carrying amount and face value of promissory notes decreased, as the company early redeemed some promissory notes through cash settlement Movements in Promissory Notes (HKD thousand) | Movement Item | January 1 to June 30, 2025 (Unaudited) | Year ended December 31, 2024 (Audited) | | :----------------------------- | :------------------------------------- | :------------------------------------- | | Carrying amount at beginning of period | 73,804 | 13,660 | | Effective interest expense | 3,128 | 2,919 | | Early redemption | (4,226) | (8,507) | | Carrying amount at end of period | 72,367 | 73,804 | | Face value at end of period | 68,325 | 72,385 | - On March 26, 2025, the company early redeemed promissory notes with an aggregate principal amount of HKD 4,060,000, recognizing a gain of approximately HKD 166,000[119][120] - After the redemption, the remaining outstanding principal amount of promissory notes was approximately HKD 59,605,000[119][120] Share Capital As of June 30, 2025, the company's issued share capital remained stable, following the issuance of new shares through a placement in 2024 Issued Share Capital (thousand shares/HKD thousand) | Indicator | Number of Shares (thousand shares) | Amount (HKD thousand) | | :-------------------------------------- | :------------------------------- | :-------------------- | | Issued and fully paid as at January 1, 2024 | 78,201 | 782 | | New shares issued on placement | 15,640 | 156 | | Issued and fully paid as at June 30, 2025 | 93,841 | 938 | - On February 28, 2024, the company issued 15,640,000 new ordinary shares through a placement, raising gross proceeds of approximately HKD 7,820,000, with net proceeds of approximately HKD 7,511,000 credited to the share premium account[122][124] Related Party Transactions The Group engaged in lease payments and customer loan disposal transactions with related parties - Lease payments of approximately HKD 118,000 were made to non-controlling interests of a non-wholly owned subsidiary in the first half of 2025[123][125] - Customer loans were disposed of to a registered shareholder of a subsidiary for a consideration of approximately HKD 1,027,000 in the first half of 2025[126][128] Events After the Reporting Period After the reporting period, Beijing Zhicheng Zhuoshi Management Consulting Services Co., Ltd. completed its deregistration - Beijing Zhicheng Zhuoshi Management Consulting Services Co., Ltd. completed its deregistration on July 31, 2025[127][129] Management Discussion and Analysis This section presents management's discussion and analysis of the Group's business, financial performance, outlook, and resources Business and Financial Review In the first half of 2025, the Group's total revenue significantly increased, driven by settlement gains from non-performing loan assets and expansion of IT solution services; loss for the period narrowed, but income tax expense substantially rose - The Group primarily engages in short-term financing services and IT solutions and consulting services for the financial industry[130][133] - Total revenue increased by 142.8% year-on-year to approximately HKD 14,493,000, mainly due to settlement gains from non-performing loan assets in Hong Kong's short-term financing services and expansion of IT solution services[131][133] - Net other income and gains decreased by 72.2% year-on-year to approximately HKD 1,064,000, primarily due to gains from early redemption of convertible bonds in the same period of 2024[132][134] - Administrative and other expenses slightly increased by 3.2% to approximately HKD 12,862,000, mainly due to higher staff costs[136][139] - Expected credit loss provision for customer loans saw a reversal of approximately HKD 8,860,000, compared to a provision of HKD 2,460,000 in the same period of 2024, primarily due to a decrease in gross customer loan balances[137][139] - Finance costs decreased by 31.7% year-on-year to approximately HKD 3,173,000, mainly due to a reduction in overall debt, including early redemption of convertible bonds and promissory notes[138][139] - Income tax expense significantly increased by 376.0% to approximately HKD 16,313,000, primarily due to the reversal of temporary differences related to expected credit loss provisions arising from the disposal of customer loans[140][143] - Loss attributable to owners of the Company narrowed by 32.2% to approximately HKD 8,149,000[141][143] Outlook Facing challenges of stable Chinese economic operation but intensified competition in short-term financing, the Group plans to enhance competitiveness through digital transformation, AI intelligent service platform development, and IT solution expansion, while actively seeking new business opportunities - Mainland China's economy is generally stable, but competition in the short-term financing sector is intensifying, making the pawn and micro-loan environment increasingly challenging[142][144] - The Group plans to leverage IT technologies such as blockchain, AI, and large models to drive digital transformation, exploring innovative applications of Real World Assets (RWA) in digital finance[145][146] - Self-developed AI intelligent service platform will cover application scenarios such as intelligent data processing, intelligent risk control, intelligent settlement, and intelligent customer service[145][146] - Integrate IT technical solutions into traditional short-term financing services, and leverage short-term financing services and intelligent service platform development to upgrade and expand business scope[145][146] - The goal is to enhance service capabilities and market competitiveness, translating operational efficiency and competitive advantages into revenue growth and strengthening the company's valuation potential[145][146] - While focusing on existing short-term financing businesses, the Group will actively seek new business opportunities in Mainland China and/or Hong Kong to diversify revenue streams[147][151] Material Investments, Acquisitions and Disposals Other than as disclosed in this report, the Group did not undertake any other material investments, acquisitions, or disposals during the reporting period - During the interim period, the Group did not undertake any other material investments, acquisitions, or disposals of subsidiaries or associates[148][152] Future Plans for Material Investments and Capital Assets Other than as disclosed in this report, the Group currently has no definite plans for material investments or capital assets - The Group currently has no definite intentions or specific plans for any material investments or capital assets[149][153] Liquidity and Financial Resources As of June 30, 2025, the Group's cash and cash equivalents increased, but both the gearing ratio and debt ratio rose; future funding needs will be met through internal cash flow and external financing Liquidity and Financial Resources Key Data (HKD thousand) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change | | :--------------------- | :------------------------ | :------------------------ | :----- | | Total other debts | 72,367 | 73,804 | -1.9% | | Cash and cash equivalents | 84,502 | 72,243 | +16.9% | | Gearing ratio | 2.2 | 1.9 | +0.3 | | Debt ratio | 0.55 | 0.54 | +0.01 | - The Group will fund its future cash flow requirements through internal cash flows generated from operations and external fundraising activities in the capital market[155][158] - To adjust its capital structure, the Group may adjust dividends, issue new shares, or dispose of assets to reduce debt[157][158] Capital Structure The Group had no bank borrowings during the reporting period, with promissory notes being the primary form of debt, some of which were early redeemed - As of June 30, 2025, and December 31, 2024, the Group had no outstanding bank borrowings[159][161] - Promissory notes are the primary form of debt, with an aggregate principal amount of HKD 4,060,000 of promissory notes early redeemed through cash settlement in the first half of 2025[160][162][167][169] Outstanding Principal Amount of Promissory Notes (HKD) | Issue Date | Annual Interest Rate | Principal Repayment Due Date | Principal Amount as at January 1, 2025 | Principal Amount Redeemed | Outstanding Principal Amount as at June 30, 2025 | | :------------- | :------------------- | :--------------------------- | :------------------------------------- | :------------------------ | :----------------------------------------------- | | August 5, 2024 | 8% | August 4, 2026 | 6,720,000 | – | 6,720,000 | | August 5, 2024 | 8% | December 31, 2025 | 63,664,650 | (4,060,000) | 59,604,650 | | December 23, 2024 | 7% | December 23, 2025 | 2,000,000 | – | 2,000,000 | Fund Raising Activities The Group did not undertake any fundraising activities in the first half of 2025, and funds raised through new share placement in 2024 were fully utilized - No fundraising activities were undertaken in the first half of 2025[170][171] - Net proceeds of approximately HKD 7,511,000 raised from the placement of 15,640,000 ordinary shares on February 28, 2024, were fully utilized by the year ended December 31, 2024[168][170] Foreign Exchange Risk The Group's foreign exchange risk is minimal, as most business transactions are denominated in RMB; currently, there is no hedging policy, but it will be closely monitored, and hedging instruments considered in the future - The Group's foreign exchange risk is minimal, as most business transactions, assets, and liabilities are denominated in their respective functional currencies, such as RMB[172][175] - RMB is not freely convertible and is subject to foreign exchange controls by the Mainland Chinese government[173][175] - Currently, there is no foreign exchange hedging policy, but it will be closely monitored, and hedging instruments will be considered when appropriate[173][175] Pledge of Group Assets As of June 30, 2025, and December 31, 2024, the Group had no pledge of any assets - The Group had no pledge of any assets at the end of the reporting period or the previous year-end[176][179] Employees Information and Remuneration Policy As of June 30, 2025, the Group's employee headcount increased, with competitive remuneration and benefits, and discretionary year-end bonuses based on performance - As of June 30, 2025, the Group employed a total of 46 staff (December 31, 2024: 39 staff)[177][180] - Staff remuneration and benefits are maintained at a competitive level, with discretionary year-end bonuses based on performance[177][180] - Staff costs (excluding directors' emoluments) for the first half of 2025 were approximately HKD 7,582,000 (same period in 2024: approximately HKD 6,313,000)[177][180] Other Information This section provides various other disclosures, including contingent liabilities, directors' and substantial shareholders' interests, and corporate governance Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities - The Group had no material contingent liabilities at the end of the reporting period or the previous year-end[182][185] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation As of June 30, 2025, no directors or chief executives of the company held any disclosable interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations - As of June 30, 2025, no directors or chief executives had any interests or short positions in the shares, underlying shares, and debentures of the company or its associated corporations required to be disclosed under the SFO[184][187] Rights to Acquire Shares or Debentures by Directors During the reporting period, neither the company nor its subsidiaries were involved in any arrangements enabling directors or chief executives to acquire benefits through the acquisition of company shares or debt securities - During the interim period, no directors, their spouses, or minor children had any rights to subscribe for securities of the company, nor did they exercise any such rights[188][190] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, Mr. Ye Zhiqian and his wholly-owned company, Hengxin Zhitou Technology (Hong Kong) Limited, held a 28.35% long position in the company's issued share capital Substantial Shareholders' Shareholding (As of June 30, 2025) | Name of Substantial Shareholder | Nature of Interest/Capacity | Number of Ordinary Shares Held | Percentage of Company's Issued Shares | | :------------------------------ | :-------------------------- | :----------------------------- | :------------------------------------ | | Mr. Ye Zhiqian | Interest in controlled corporation | 26,600,000 | 28.35% | | Hengxin Zhitou Technology (Hong Kong) Limited | Beneficial owner | 26,600,000 | 28.35% | - Mr. Ye Zhiqian is deemed to be interested in the shares held by Hengxin Zhitou Technology (Hong Kong) Limited[194] Share Option Scheme The company's share option scheme was adopted on June 18, 2024, to incentivize eligible participants; as of June 30, 2025, no share options were granted, vested, lapsed, cancelled, or exercised - The share option scheme was adopted on June 18, 2024, with a ten-year validity period, aiming to incentivize eligible participants[196][199] - Eligible participants include directors, non-executive officers, Group employees, associated entity participants, and service providers[197][199] - As of June 30, 2025, there were no outstanding share options or unvested awards, nor were any share options granted, vested, lapsed, cancelled, or exercised[200][203] - As of June 30, 2025, the total number of share options that could be granted under the scheme mandate limit was 9,384,146 shares[201][203] Compliance with the Standard of Conduct for Securities Transactions by Directors The company has adopted a code of conduct for directors' securities transactions no less exacting than required by the GEM Listing Rules, and all directors confirmed compliance during the interim period - The company has adopted a code of conduct for directors' securities transactions no less exacting than required by the GEM Listing Rules[202][204] - All directors confirmed compliance with the said code during the interim period[202][204] Changes in Directors' Information After the reporting period, several changes occurred in the company's board of directors, including the resignation of an independent non-executive director, appointment of an executive director and chairman, and appointment of a chief executive officer - Mr. Chan Yik Wah resigned as an independent non-executive director on April 1, 2025[206] - Mr. Tsang Chi Wan was appointed as an executive director on April 14, 2025, and as Chairman on June 6, 2025, with his director's emoluments adjusted from June 7, 2025[206] - Mr. Li Wei was appointed as an independent non-executive director on April 14, 2025[206] - Mr. Zhang Wei and Ms. Zhang Yanwen resigned as executive director and independent non-executive director on June 6, 2025[207] - Ms. Qiu Mengru was appointed as an executive director and Chief Executive Officer on June 6, 2025[207] - Mr. Tang Wai Yau and Mr. Wu Chennan were appointed as independent non-executive directors on June 6, 2025[207] Interests in Competing Business During the reporting period, no directors, controlling shareholders, or substantial shareholders and their close associates engaged in businesses competing with the Group's operations - During the interim period, no directors, controlling shareholders, or substantial shareholders and their close associates engaged in businesses competing with the Group's operations[208][212] Purchase, Sale or Redemption of the Company's Listed Securities During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the interim period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[209][213] Corporate Governance Practices The company is committed to enhancing corporate governance and complied with all code provisions of Appendix C1 to the GEM Listing Rules on Corporate Governance Code during the interim period - The company has complied with all code provisions of Appendix C1 to the GEM Listing Rules on Corporate Governance Code[210][214] Interim Dividend The Board of Directors does not recommend the payment of an interim dividend for the first half of 2025 - The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025[211][215] Audit Committee The Audit Committee reviewed the Group's unaudited condensed consolidated financial statements for the first half of 2025, deeming them compliant with applicable accounting standards, GEM Listing Rules, and other legal requirements, with adequate disclosure - The Audit Committee has reviewed the interim financial statements and considers them to be in compliance with applicable accounting standards, the GEM Listing Rules, and other legal requirements, with adequate disclosure[216][219]