Report Overview Company Information and Disclaimer PinChuang Holdings Limited's H1 2025 interim report emphasizes GEM listing risks, with directors responsible for accuracy - PinChuang Holdings Limited (Stock Code: 8066) released its interim report for the six months ended June 30, 20251 - The GEM market is characterized by higher investment risks, with small and medium-sized companies listed, and securities potentially subject to greater market volatility risks1 - All company directors assume full responsibility for the accuracy, completeness, and non-misleading nature of the information contained in the report2 Performance Summary H1 2025 revenue and profit surged, turning losses into profits from new e-commerce and AI, no interim dividend recommended Key Financial Highlights for H1 2025 | Metric | H1 2025 (HKD) | H1 2024 (HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 88,096,000 | 21,628,000 | 307.3% | | Profit/(Loss) Attributable to Owners of the Company | 40,400,000 | (3,049,000) | Turned to Profit | - Revenue growth primarily driven by the launch of new e-commerce and artificial intelligence businesses3 - The Board does not recommend the payment of an interim dividend (2024: nil)3 Unaudited Interim Results Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For H1 2025, revenue surged by 307.3% to HKD 88.1 million, gross profit by 920.5% to HKD 67.0 million, achieving a HKD 40.4 million profit from a prior loss, with basic EPS at 7.542 HK cents Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | H1 2025 (HKD) | H1 2024 (HKD) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 88,096,187 | 21,628,172 | +307.3% | | Cost of sales | (21,047,112) | (15,061,348) | +39.7% | | Gross profit | 67,049,075 | 6,566,824 | +920.5% | | Profit/(Loss) before income tax | 52,940,658 | (3,050,402) | Turned to Profit | | Profit/(Loss) for the period | 40,398,451 | (3,050,402) | Turned to Profit | | Basic earnings/(loss) per share attributable to owners of the Company (HK cents) | 7.542 | (0.580) | Turned to Profit | - Net other gains turned from a loss of HKD 593,541 in the prior period to a gain of HKD 544,9054 - Income tax expense of HKD 12,542,207 was incurred in H1 2025, compared to nil in the prior period4 Condensed Consolidated Statement of Financial Position As of June 30, 2025, total assets significantly increased to HKD 127.8 million, with cash and cash equivalents rising to HKD 53.5 million, and net assets growing to HKD 98.8 million due to convertible bond conversion and period profit Summary of Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (HKD) | December 31, 2024 (HKD) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 54,386,788 | 47,338,871 | +14.9% | | Current assets | 73,399,346 | 30,795,215 | +138.4% | | Current liabilities | 27,674,976 | 19,174,764 | +44.3% | | Net current assets | 45,724,370 | 11,620,451 | +293.5% | | Net assets | 98,806,569 | 40,924,626 | +141.4% | | Cash and cash equivalents | 53,530,994 | 13,822,703 | +287.3% | | Intangible assets | 14,254,274 | 4,706,589 | +202.9% | | Convertible bonds (non-current liabilities) | – | 16,540,273 | -100% (Converted) | - Intangible assets significantly increased, reflecting the company's investment in new businesses such as AI technology7 - Convertible bonds were fully converted during the period, leading to a significant reduction in non-current liabilities8 Condensed Consolidated Statement of Changes in Equity As of June 30, 2025, equity attributable to owners increased from HKD 40.2 million on January 1, 2024, to HKD 98.6 million, primarily due to convertible bond conversion to equity and profit for the period Summary of Condensed Consolidated Statement of Changes in Equity | Metric | June 30, 2025 (HKD) | January 1, 2024 (HKD) | Change | | :--- | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | 98,579,305 | 40,210,303 | +145.1% | | Share Capital | 116,069,500 | 105,069,500 | +10.5% | | Accumulated Losses | (414,592,420) | (455,444,932) | Losses Reduced | - Convertible bond conversion led to an increase in share capital of HKD 11,000,0009 - Profit for the period of HKD 40,399,551 significantly improved accumulated losses9 Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities significantly increased to HKD 52.6 million, net cash used in investing activities increased, and net cash from financing activities shifted from inflow to outflow, with cash and cash equivalents rising to HKD 53.5 million at period-end Summary of Condensed Consolidated Statement of Cash Flows | Metric | H1 2025 (HKD) | H1 2024 (HKD) | Change | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 52,598,901 | 631,624 | +8226.7% | | Net cash used in investing activities | (11,705,675) | (5,122,468) | +128.5% | | Net cash (used in)/from financing activities | (1,739,126) | 4,013,397 | Shifted from Inflow to Outflow | | Net increase/(decrease) in cash and cash equivalents | 39,154,100 | (477,447) | Turned to Increase | | Cash and cash equivalents at end of period | 53,530,994 | 6,554,583 | +716.7% | - Operating cash flow significantly improved, reflecting the profitability of new businesses10 - Increased cash outflow from investing activities may be related to capital investments in new businesses10 Notes to the Unaudited Condensed Consolidated Financial Statements Basis of Preparation The unaudited condensed consolidated financial statements are prepared in accordance with HKFRS and GEM Listing Rules, using the historical cost convention, except for television program investments measured at fair value, with no significant impact expected from new standards - Financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and the GEM Listing Rules, and presented in Hong Kong Dollars1112 - The historical cost convention is adopted, except for investments in television programs which are measured at fair value14 - Directors anticipate that the adoption of new and revised HKFRSs will not have a significant impact on the financial statements12 Segment Information The Group comprises six operating segments: smart card sales, private domain e-commerce, AI voice technology data services, financial consulting, scrap metal sales, and media entertainment, each managed independently with allocated revenue and expenses - The Group consists of six operating segments: sales of smart cards and smart card application systems, operation of private domain e-commerce platforms, provision of artificial intelligence voice technology data services, financial and management consultancy services, scrap metal sales and trading, and media and entertainment15 - Each operating segment is managed independently, with revenue and expenses allocated based on their generation and incurrence by the segment16 - Segment assets and liabilities exclude assets and liabilities not directly attributable to the operating segment's business activities or managed on a collective basis16 Operating Segments Operating segments are reported based on internal reports reviewed by the chief operating decision maker (executive directors) for resource allocation and performance assessment - Operating segments are reported based on internal reports reviewed by the chief operating decision maker (executive directors) for resource allocation and performance assessment15 - The Group's major product and service categories determine the composition of its businesses15 Segment Revenue, Results, Assets and Liabilities In H1 2025, private domain e-commerce and AI voice technology data services contributed most new revenue and profit, smart card business revenue also grew, while scrap metal sales and media & entertainment segments still recorded losses or lower profits H1 2025 Reportable Segment Revenue and Profit | Segment | Revenue (HKD) | Profit/(Loss) (HKD) | | :--- | :--- | :--- | | Sales of smart cards and smart card application systems | 27,179,313 | 2,846,761 | | Operation of private domain e-commerce platform | 54,936,874 | 49,849,509 | | Provision of artificial intelligence voice technology data services | 5,980,000 | 5,772,930 | | Scrap metal sales and trading | – | (1,681,427) | | Media and entertainment | – | (2,500) | | Consolidated Total | 88,096,187 | 56,785,273 | June 30, 2025 Reportable Segment Assets and Liabilities | Segment | Assets (HKD) | Liabilities (HKD) | | :--- | :--- | :--- | | Sales of smart cards and smart card application systems | 20,734,046 | 11,049,746 | | Operation of private domain e-commerce platform | 6,367,941 | 14,601,867 | | Provision of artificial intelligence voice technology data services | 10,640,523 | 6,000 | | Media and entertainment | 32,459,016 | – | | Consolidated Total Assets | 127,786,134 | | | Consolidated Total Liabilities | | 28,979,565 | - In H1 2024, revenue primarily came from sales of smart cards and smart card application systems (HKD 21,628,172), with no revenue from private domain e-commerce and AI voice technology services18 Revenue In H1 2025, the company's revenue primarily stemmed from private domain e-commerce platform operations (HKD 54.9 million), smart card and application system sales (HKD 27.2 million), and AI voice technology data services (HKD 6.0 million) H1 2025 Revenue Sources | Revenue Source | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Sales of smart cards and smart card application systems | 27,179,313 | 21,628,172 | | Operation of private domain e-commerce platform | 54,936,874 | – | | Provision of artificial intelligence voice technology data services | 5,980,000 | – | | Total Revenue | 88,096,187 | 21,628,172 | - Private domain e-commerce platform operations and AI voice technology data services were new revenue sources in H1 202520 Other Income Other income increased to HKD 160,669 in H1 2025, primarily comprising miscellaneous income and bank interest income Other Income Details | Income Type | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Bank interest income | 8,998 | 3,105 | | Miscellaneous income | 151,671 | 79,545 | | Total | 160,669 | 82,650 | Other Gains/(Losses), Net Net other gains were HKD 544,905 in H1 2025, compared to a loss of HKD 593,541 in the prior period, mainly influenced by exchange gains/losses Other Gains/(Losses), Net | Metric | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Net exchange gains/(losses) | 544,905 | (593,541) | Finance Costs Finance costs increased to HKD 433,705 in H1 2025, primarily due to convertible bond interest expenses of HKD 355,505 Finance Costs Details | Expense Type | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Interest expense on lease liabilities | 78,200 | 121,492 | | Interest expense on convertible bonds | 355,505 | – | | Total | 433,705 | 121,492 | Profit/(Loss) Before Income Tax Profit/(Loss) before income tax is stated after deducting costs such as inventories and depreciation Profit/(Loss) Before Income Tax Deductions | Item | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Cost of inventories recognized as an expense | 21,047,112 | 15,061,348 | | Depreciation – property, plant and equipment | 888,790 | 1,114,217 | | Depreciation – right-of-use assets | 1,649,215 | 1,662,392 | Income Tax Expense Income tax expense for H1 2025 was HKD 12,542,207, primarily from China enterprise income tax, with no tax expense in the prior period and no taxable profits in Hong Kong, Cayman Islands, BVI, or Taiwan Income Tax Expense | Metric | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Income tax expense | 12,542,207 | – | - No provision for Hong Kong profits tax was made due to sufficient tax losses available for offset25 - China enterprise income tax is calculated at a rate of 25%, with taxable profits generated in H1 202526 Dividends The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for H1 2025 (2024: nil)28 Earnings/(Loss) Per Share Basic earnings per share for H1 2025 were 7.542 HK cents, compared to a loss of 0.580 HK cents in the prior period, with diluted earnings per share at 7.023 HK cents Earnings/(Loss) Per Share | Metric | H1 2025 (HK cents) | H1 2024 (HK cents) | | :--- | :--- | :--- | | Basic earnings/(loss) per share | 7.542 | (0.580) | | Diluted earnings/(loss) per share | 7.023 | (0.580) | - The weighted average number of ordinary shares used to calculate basic earnings per share increased due to the conversion of convertible bonds29 - In H1 2024, unexercised share options had an anti-dilutive effect on basic earnings per share, thus diluted loss per share was the same as basic loss per share29 Property, Plant and Equipment In H1 2025, the Group acquired approximately HKD 1.37 million in property, plant and equipment, a decrease from HKD 3 million in the prior period Property, Plant and Equipment Acquisitions | Item | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Acquisitions of property, plant and equipment | 1,370,000 | 3,000,000 | Investment in Television Programme As of June 30, 2025, the company's investment in the television program "Snow Leopard II" remained at HKD 32.46 million, with expected release in mid-2026 and profit distribution by Q3 2026, measured at fair value (Level 3) Television Programme Investment Balance | Metric | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Investment in television programme | 32,459,016 | 31,663,113 | - The television program "Snow Leopard II" is expected to be released in China by mid-2026, with net profit distribution anticipated by the end of Q3 202631 - The investment is measured at fair value (Level 3), using a discounted cash flow valuation technique, with key unobservable inputs including a discount rate of 21.29% and estimated television program revenue of RMB 210,000,000323436 Inventories As of June 30, 2025, total inventories decreased to HKD 1.62 million from HKD 2.10 million on December 31, 2024, primarily due to reductions in finished goods and raw materials Inventory Composition | Item | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Raw materials | 347,378 | 570,933 | | Work in progress | 1,266,857 | 396,825 | | Finished goods | 7,075 | 1,136,396 | | Total | 1,621,310 | 2,104,154 | Trade and Other Receivables, Deposits and Prepayments As of June 30, 2025, total trade and other receivables amounted to HKD 18.87 million, with trade receivables at HKD 10.83 million, primarily concentrated within 30 days aging Trade and Other Receivables | Item | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Trade receivables | 10,833,526 | 10,386,299 | | Other receivables, deposits and prepayments | 8,038,844 | 8,134,845 | | Total | 18,872,370 | 18,521,144 | Aging Analysis of Trade Receivables | Aging | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | 0 to 30 days | 10,828,626 | 3,002,212 | | 31 to 90 days | 4,900 | 7,260,739 | | Over 90 days | – | 123,348 | Trade and Other Payables As of June 30, 2025, total trade and other payables decreased to HKD 12.97 million from HKD 16.37 million on December 31, 2024, with trade payables primarily concentrated within 30 days aging Trade and Other Payables | Item | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Trade payables | 5,219,768 | 7,392,585 | | Other payables and accrued charges | 7,747,644 | 8,978,190 | | Total | 12,967,412 | 16,370,775 | Aging Analysis of Trade Payables | Aging | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | 0 to 30 days | 2,890,718 | 1,179,900 | | 31 to 60 days | 1,296,843 | 1,936,419 | | 61 to 90 days | 301,131 | 2,198,257 | | Over 90 days | 731,076 | 2,078,009 | Convertible Bonds Convertible bonds with a principal amount of HKD 16.5 million were fully converted into company shares on May 28, 2025, resulting in a zero balance at period-end - Unsecured convertible bonds with a principal amount of HKD 16,500,000 were issued to Mr. Kwok Yung Cheung on September 3, 2024, at an annual interest rate of 5%39 - On May 28, 2025, Mr. Kwok fully converted the convertible bonds, resulting in the issuance of 55,000,000 shares at HKD 0.30 per share40 Convertible Bond Movements | Item | HKD | | :--- | :--- | | Balance at December 31, 2024 and January 1, 2025 (liability component) | 16,540,273 | | Conversion | (16,895,778) | | Balance at June 30, 2025 (liability component) | – | Share Capital As of June 30, 2025, the company's issued share capital increased to HKD 116.07 million due to convertible bond conversion, with total shares rising to 580,347,500 Share Capital Movements | Item | Number of Shares | Par Value (HKD) | | :--- | :--- | :--- | | Ordinary shares issued at January 1, 2025 | 525,347,500 | 105,069,500 | | Conversion (Note 16) | 55,000,000 | 11,000,000 | | Ordinary shares issued at June 30, 2025 | 580,347,500 | 116,069,500 | Management Discussion and Analysis Business Overview and Strategies The Group is committed to consolidating its core smart card business and diversifying through strategic expansion into e-commerce and AI technology services, with new businesses driving significant revenue growth while existing operations remain stable - The Group strategically expanded into targeted e-commerce services and high-end AI technology services while focusing on its core smart card expertise295162 - The existing smart card business remains one of the main revenue drivers and will continue to operate at its current scale, with no intention of reduction, cessation, or disposal51 - The addition of e-commerce business in 2024 represents strategic diversification, enhancing the Group's revenue streams through synergies with existing technological capabilities51 Sales of Smart Cards and Smart Card Application Systems The smart card business, a core revenue source, focuses on SIM card production, manufacturing, and global trade with large-scale capacity, operating a "global + domestic" dual-driven model and investing in eSIM and new factories for enhanced competitiveness - The smart card business is a primary revenue source for the Group, focusing on the production, manufacturing, and global trade of telecom SIM cards, with an annual production capacity exceeding 300 million cards42 - A "global + domestic" dual-driven business model has been established, collaborating with international clients like IDEMIA, VALID, G&D, and domestic clients such as Hengbao Co., Ltd., Wango Smart, and Shenzhen Zhida Smart424346 - Continuous investment in a new Shenzhen factory aims to meet Global System for Mobile Communications Association Security Accreditation Scheme (SAS) standards and enhance competitiveness in the eSIM sector44 Scrap Metal Sales and Trading The scrap metal sales and trading business has been suspended, with the company adopting a wait-and-see approach, planning to gradually resume operations once global economic recovery and stability become clear - The scrap metal sales and trading business has been suspended, and the company will gradually resume operations once global economic recovery and stability become clear45 Provision of Financial and Management Consultancy Services Financial and management consultancy services have not generated revenue since Q3 2016, but the company remains open to re-engaging in this area when suitable opportunities arise - Financial and management consultancy services have not generated revenue since Q3 2016, but the company remains open to re-engaging in this area when suitable opportunities arise47 Investment in Media and Entertainment Industry The company's invested TV series "Snow Leopard II" is expected to be released in Q1 2026, with revenue sharing anticipated in Q3 2026, and the company currently prioritizes realizing returns from this series - The invested TV series "Snow Leopard II" is expected to be released in Q1 2026, with revenue sharing anticipated in Q3 202648 - The company will seek similar investments in the future but currently prioritizes realizing returns from the TV series48 E-commerce Business Expansion The company successfully entered the e-commerce market by acquiring full equity in Dongchuang, following previous unsuccessful attempts to acquire other target companies, with Dongchuang's user ecosystem synergizing with Cyber Fantasy's AI voice technology - The company successfully completed the acquisition of full equity in Dongchuang in December 2024, entering the e-commerce business50 - Dongchuang's platform has over 200,000 registered users, and its user ecosystem provides voice data material for Cyber Fantasy's AI voice technology, forming a unique customized voice data collection platform51 - Previous attempts to acquire Hangzhou Baishike Intelligent Technology Co., Ltd. and Hangzhou Dapin Weiyang Technology Co., Ltd. were unsuccessful4950 E-commerce Business Model and Initial Financial Performance Explanation The Group's e-commerce business, operated through Dongchuang and Cyber Fantasy, centers on commission-driven social commerce, integrating local lifestyle services, external e-commerce coupons, and self-operated mall sales, while Cyber Fantasy focuses on AI voice technology R&D and data services in synergy with Dongchuang - The e-commerce business is operated through wholly-owned subsidiaries Dongchuang and Cyber Fantasy52 - Dongchuang's business model is centered on commission-driven social e-commerce, combined with national movie ticket booking, local lifestyle consumption discounts, and video streaming application membership distribution53 - Cyber Fantasy focuses on AI voice technology R&D, including speech recognition, natural language processing, and speech synthesis, and develops proprietary voice algorithm technology57 Dongchuang Operating Model Dongchuang is a membership-based entertainment e-commerce platform launched in January 2025, generating revenue from tiered memberships, coupon transaction commissions, and self-operated mall sales, boasting over 200,000 registered users and leveraging IP resources and AI to enhance engagement - Dongchuang launched its public beta in January 2025 as a membership-based entertainment e-commerce platform focused on private domain traffic53 - The revenue structure includes membership tiers (free registration, VIP members enjoy exclusive benefits), coupon transaction commissions (local lifestyle services and external e-commerce merchants), and sales revenue from the platform's self-operated mall5354 - The platform has over 200,000 registered individual users, primarily acquired through WeChat Moments and WeChat group invitations55 - Dongchuang boasts a strong market operations team of 45 employees, with core talents experienced in e-commerce, digital entertainment, and technology development5556 Cyber Fantasy AI Voice Technology Cyber Fantasy focuses on AI voice technology R&D, developing proprietary voice algorithms and applying for national invention patents, with a core strategy of end-to-end management of voice technology training data, collaborating with Dongchuang to create a global leading emotion-annotated voice training database - Cyber Fantasy established an internal AI technology team in 2024, responsible for developing and advancing voice-related AI algorithms, including speech recognition, natural language processing, and speech synthesis, and applying for national invention patents57 - Cyber Fantasy prioritizes end-to-end management of voice technology training data (collection, cleaning, annotation), offering personalized intelligent agent customization, customized speech recognition development, and agent training services using voice data58 - Collaborating with Dongchuang, the platform efficiently publishes data collection tasks through the Dongchuang platform, leveraging user interactions to generate high-quality, customized voice AI training databases59 - The strategic goal is to create a global leading emotion-annotated voice training database and develop speech recognition agents capable of detecting and responding to human emotions59 Reasons for Improved Financial Performance in 2025 The improved financial performance in 2025 is a direct result of the 2024 strategic transformation, driven by a focus on core smart card business, strategic expansion into e-commerce and high-end AI technology services, and rapid user acquisition on the platform in Q2 2025 - The improved financial performance in 2025 is a direct result of the 2024 strategic transformation, focusing on core smart card expertise and strategically expanding into e-commerce and high-end AI technology services62 - The platform achieved rapid user acquisition in Q2 2025, driving service adoption and revenue generation62 - Cyber Fantasy's ability to develop proprietary AI voice technology, identifying customer demand for customized voice solutions, accelerated the development of unique AI voice algorithms and translated into customized projects for Hong Kong clients63 Financial Review This section provides a detailed review of financial indicators for the reporting period, including revenue, cost of sales, gross profit, other income, other gains/losses, selling and distribution costs, administrative expenses, fair value changes of television program investments, finance costs, income tax expense, and non-controlling interests - Financial performance during the reporting period primarily stemmed from smart card contract manufacturing and sales, operation of private domain e-commerce platforms, and provision of artificial intelligence voice technology data services64 Revenue In H1 2025, private domain e-commerce platform operations contributed HKD 54.94 million in revenue, smart card sales revenue increased to HKD 27.18 million (25.7% Y-o-Y growth), and AI voice technology data services generated HKD 5.98 million Revenue Contribution by Business | Business | H1 2025 (HKD) | H1 2024 (HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Operation of private domain e-commerce platform | 54,940,000 | – | New | | Sales of smart cards and smart card application systems | 27,180,000 | 21,630,000 | +25.7% | | Provision of artificial intelligence voice technology data services | 5,980,000 | – | New | Cost of Sales and Gross Profit In H1 2025, private domain e-commerce platform operations incurred HKD 3.32 million in cost of sales, smart card sales HKD 17.57 million (16.7% Y-o-Y increase), and AI voice technology data services HKD 0.16 million, with gross profit significantly increasing by 920.5% to HKD 67.05 million Cost of Sales by Business | Business | H1 2025 (HKD) | H1 2024 (HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Operation of private domain e-commerce platform | 3,320,000 | – | New | | Sales of smart cards and smart card application systems | 17,570,000 | 15,060,000 | +16.7% | | Provision of artificial intelligence voice technology data services | 160,000 | – | New | Gross Profit | Metric | H1 2025 (HKD) | H1 2024 (HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Gross profit | 67,050,000 | 6,570,000 | +920.5% | Other Income Other income increased to HKD 160,669, primarily comprising bank interest income and miscellaneous income Other Income Details | Income Type | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Bank interest income | 8,998 | 3,105 | | Miscellaneous income | 151,671 | 79,545 | | Total | 160,669 | 82,650 | Other Gains/(Losses), Net Net other gains amounted to approximately HKD 550,000, mainly from exchange differences on the book balance of television program investments, partially offset by foreign currency transaction losses Other Gains/(Losses), Net | Metric | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Other gains/(losses), net | 550,000 | (590,000) | Selling and Distribution Costs Selling and distribution costs increased to HKD 1.05 million (5% Y-o-Y increase), primarily due to higher transportation costs and sales commissions from increased smart card business revenue Selling and Distribution Costs | Metric | H1 2025 (HKD) | H1 2024 (HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Selling and distribution costs | 1,050,000 | 1,000,000 | +5% | - The increase was primarily due to higher transportation costs and sales commissions resulting from increased smart card business revenue, partially offset by a decrease in other selling expenses74 Administrative Expenses Administrative expenses increased to HKD 13.33 million (22.4% Y-o-Y increase), mainly due to administrative expenses incurred from new business operations, as well as higher legal and professional fees, salaries, and wages Administrative Expenses | Metric | H1 2025 (HKD) | H1 2024 (HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Administrative expenses | 13,330,000 | 10,890,000 | +22.4% | - The increase was primarily due to approximately HKD 1.82 million in administrative expenses incurred from new business operations, as well as higher legal and professional fees, salaries, and wages75 Fair Value Change of Investment in Television Programme No fair value gains or losses were recognized for television program investments in H1 2025, compared to a gain of approximately HKD 2.9 million in the prior period, with the expected revenue inflow timeline delayed by six months to Q3 2026 Fair Value Change of Investment in Television Programme | Metric | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Fair value gains/(losses) | – | 2,900,000 | - The expected timeline for television program revenue inflow has been delayed by six months to the end of Q3 202676 Finance Costs Finance costs increased to approximately HKD 430,000, primarily including interest expense on lease liabilities and convertible bonds Finance Costs | Metric | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Finance costs | 430,000 | 120,000 | Income Tax Expense Income tax expense of approximately HKD 12.54 million was recognized in H1 2025, mainly for profits generated by the private domain e-commerce platform Income Tax Expense | Metric | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Income tax expense | 12,540,000 | – | - Income tax expense was primarily for profits generated from the operation of the private domain e-commerce platform78 Non-controlling Interests Non-controlling interests' share of loss of HKD 1,100 was recognized in H1 2025, consistent with the prior period Non-controlling Interests' Share of Loss | Metric | H1 2025 (HKD) | H1 2024 (HKD) | | :--- | :--- | :--- | | Non-controlling interests' share of loss | 1,100 | 1,100 | Liquidity and Capital Structure Liquidity and Financial Resources/Capital Structure As of June 30, 2025, the Group's cash and bank balances significantly increased to HKD 53.5 million, with no outstanding long-term convertible bonds, and the current ratio rose to 2.65, indicating substantial liquidity improvement Liquidity Position | Metric | June 30, 2025 (HKD) | December 31, 2024 (HKD) | | :--- | :--- | :--- | | Cash and bank balances | 53,500,000 | 13,800,000 | | Outstanding long-term convertible bonds | – | 16,500,000 | | Current assets | 73,400,000 | 30,800,000 | | Current liabilities | 27,700,000 | 19,200,000 | | Current ratio | 2.65 | 1.6 | - Funding sources include cash, operating income, and proceeds from the issuance of convertible bonds80 Employee Information As of June 30, 2025, the Group employed 137 staff, with approximately 36% female and 29% of senior management positions held by women, demonstrating a commitment to gender diversity, and employee costs were approximately HKD 11.8 million Employee Information | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total number of employees | 137 | 136 | | Percentage of female employees | Approx. 36% | | | Percentage of female senior management | Approx. 29% | | | Employee costs (H1 2025) | HKD 11,800,000 | HKD 11,000,000 (H1 2024) | - Remuneration is determined based on employee performance, experience, and industry conditions, with benefits including basic salary, Mandatory Provident Fund Scheme, medical scheme, and share options81 Material Investments and Acquisitions During the reporting period, the Group had no other material investments, significant acquisitions or disposals, or future plans for material investments, apart from those disclosed in the management discussion and analysis and notes to the financial statements - There were no other material investments, significant acquisitions or disposals, or future plans for material investments during the reporting period828384 Capital Commitments and Gearing Ratio As of June 30, 2025, the Group had no assets pledged, a significantly reduced gearing ratio of 2.4%, capital commitments of approximately HKD 200,000, and no significant contingent liabilities Capital Commitments and Gearing Ratio | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Assets pledged | Nil | Nil | | Gearing ratio | 2.4% | 26.3% | | Capital commitments (acquisition of property, plant and equipment) | HKD 200,000 | HKD 200,000 | | Significant contingent liabilities | Nil | | Events After the Reporting Period On July 21, 2025, the company granted 52,500,000 share options to certain employees, with an exercise price of HKD 0.427 per share, a ten-year validity, and vesting upon achieving performance targets - On July 21, 2025, the company granted 52,500,000 share options to certain employees89 - The share options have an exercise price of HKD 0.427 per share, a ten-year validity, and will fully vest upon achieving performance targets determined by the Board89 Exposure to Exchange Rate Fluctuations The Group faces exchange rate risks from television program investments and overseas sales and purchases, primarily involving RMB and USD, managing these risks by monitoring foreign currency cash flows and considering existing policies effective - The Group's currency risk exposure arises from investments in television programs and overseas sales and purchases, primarily denominated in RMB and USD90 - The company manages risk by monitoring foreign currency cash flows, distinguishing between short-term and long-term foreign currency cash flows90 Shareholders and Corporate Governance Directors' and Chief Executive's Interests in Shares and Share Options As of June 30, 2025, several directors held company shares and share options, with Mr. Kwok Yung Cheung holding 55,000,000 shares, representing 9.48% of the issued share capital Directors' and Chief Executive's Shareholdings and Share Options | Director Name | Nature of Interest | Long/Short Position | Number of Company Shares | Number of Related Shares | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Ng Yuk Kwan | Beneficial Owner | Long Position | 100,000 | 4,500,000 | 0.79% | | Mr. Kwok Yung Cheung | Beneficial Owner | Long Position | 55,000,000 | – | 9.48% | | Mr. Cheung Wai Man | Beneficial Owner | Long Position | 525,000 | 4,500,000 | 0.87% | | Mr. Yeung Mang Sau | Beneficial Owner | Long Position | 3,750,000 | 4,500,000 | 1.42% | | Mr. Chan Siu Wing | Beneficial Owner | Long Position | – | 450,000 | 0.08% | | Ms. Wong Ka Wai | Beneficial Owner | Long Position | – | 450,000 | 0.08% | - Related shares primarily refer to share options entitling the holder to subscribe for shares9293 Substantial Shareholders As of June 30, 2025, Mr. Choi Kei Yuen was a substantial shareholder, indirectly holding 24.02% of the company's shares through Golden Dice Co., Ltd. and Best Heaven Limited Substantial Shareholders' Shareholdings | Shareholder Name | Type of Interest | Long/Short Position | Number of Shares | Approximate Percentage of Interest | | :--- | :--- | :--- | :--- | :--- | | Golden Dice Co., Ltd. | Beneficial | Long Position | 107,787,512 | 18.57% | | Best Heaven Limited | Beneficial | Long Position | 31,586,500 | 5.45% | | Mr. Choi Kei Yuen | Interest in Controlled Corporation | Long Position | 139,374,012 | 24.02% | - Mr. Choi Kei Yuen is deemed a substantial shareholder due to his 100% beneficial ownership in Golden Dice Co., Ltd. and Best Heaven Limited95 Share Option Scheme The company adopted a new share option scheme to attract and retain talent, with the total not exceeding 10% of issued shares; as of June 30, 2025, no options were granted under the new scheme, while directors and other employees held 37,179,250 options under the existing scheme at an exercise price of HKD 0.20 - The new share option scheme aims to attract and retain talent, with the total number of options not exceeding 10% of the total issued shares9697 - Under the new share option scheme, the exercise price is the higher of the closing price on the grant date, the average closing price for the preceding five days, and the nominal value97 - As of June 30, 2025, no share options were granted under the new share option scheme99 Overview of Existing Share Option Scheme (as of June 30, 2025) | Participant Name | Number of Share Options | Date of Grant | Exercisable Period | Exercise Price (HKD) | Remaining Term | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Ng Yuk Kwan | 4,500,000 | January 3, 2018 | January 3, 2018 to January 2, 2028 | 0.20 | Approx. 2.51 years | | Mr. Cheung Wai Man | 4,500,000 | January 3, 2018 | January 3, 2018 to January 2, 2028 | 0.20 | Approx. 2.51 years | | Mr. Yeung Mang Sau | 4,500,000 | January 3, 2018 | January 3, 2018 to January 2, 2028 | 0.20 | Approx. 2.51 years | | Mr. Chan Siu Wing | 450,000 | January 3, 2018 | January 3, 2018 to January 2, 2028 | 0.20 | Approx. 2.51 years | | Ms. Wong Ka Wai | 450,000 | January 3, 2018 | January 3, 2018 to January 2, 2028 | 0.20 | Approx. 2.51 years | | Other Employees | 22,779,250 | January 3, 2018 | January 3, 2018 to January 2, 2028 | 0.20 | Approx. 2.51 years | | Total | 37,179,250 | | | | | Audit Committee The Audit Committee, comprising three independent non-executive directors chaired by Ms. Wong Ka Wai, reviews financial, internal, and risk management controls and has confirmed the interim results comply with accounting standards - The Audit Committee comprises three independent non-executive directors, with Ms. Wong Ka Wai as the chairperson101 - Its primary responsibilities include reviewing financial controls, internal controls, and risk management systems, as well as reviewing financial statements101 - The Audit Committee has reviewed the interim results and found them to be prepared in compliance with applicable accounting standards and requirements, with sufficient disclosures made101 Compliance with Corporate Governance Code The company complied with all Corporate Governance Code provisions during the reporting period, except for the separation of Chairman and CEO functions; to address business expansion, Ms. Ng Yuk Kwan resigned as CEO, succeeded by Mr. Cheung Wai Man, while Ms. Ng remains Board Chairman - The company has complied with all code provisions of the Corporate Governance Code during the reporting period102 - A deviation from code provision C.2.1 (separation of Chairman and Chief Executive Officer functions) existed due to the company's small size and internal control systems102103 - To address business expansion, Ms. Ng Yuk Kwan resigned as Chief Executive Officer but continues as Chairman of the Board; Mr. Cheung Wai Man was appointed as Chief Executive Officer103 Directors' Securities Transactions The company adopted a code of conduct for directors' securities transactions no less exacting than the GEM Listing Rules, and all directors complied with it during the reporting period - The company has adopted a code of conduct for directors' securities transactions no less exacting than the GEM Listing Rules104 - All directors complied with the code of conduct and required standards for such transactions during the reporting period104 Competing Interests As of June 30, 2025, no directors, management shareholders, or their associates had any interests that directly or indirectly competed with the Group's business - As of June 30, 2025, no directors, management shareholders, or their associates had any interests that directly or indirectly competed with the Group's business105 Purchase, Sale or Redemption of Securities For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's securities106
品创控股(08066) - 2025 - 中期财报