Overview The company reported a 7.8% increase in unaudited revenue for the six months ended June 30, 2025, alongside a 25.4% rise in unaudited loss and a 26.5% increase in loss per share Unaudited Financial Highlights | Metric | Six Months Ended June 30, 2025 (SGD) | Six Months Ended June 30, 2024 (SGD) | Change (%) | | :--- | :--- | :--- | :--- | | Unaudited Revenue | 1,490,000 | 1,382,000 | 7.8% | | Unaudited Loss | 1,946,000 | 1,552,000 | 25.4% | | Basic and Diluted Loss Per Share | 0.43 cents | 0.34 cents | 26.5% | Condensed Consolidated Financial Statements This section presents the condensed consolidated financial statements, including the statement of comprehensive income, financial position, changes in equity, and cash flows Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the Group's revenue increased by 7.8% year-on-year, but the loss for the period expanded by 25.4% due to decreased cost of sales, a shift from other income to loss, and increased selling, distribution, and administrative expenses Condensed Consolidated Statement of Comprehensive Income | Metric | 2025 (SGD) | 2024 (SGD) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,489,655 | 1,382,320 | 7.8% | | Cost of Sales | (801,092) | (973,022) | -17.6% | | Gross Profit | 688,563 | 409,298 | 68.2% | | Other Income, Gains and Losses, Net | (113,588) | 161,913 | -170.1% | | Selling and Distribution Expenses | (393,552) | (262,744) | 49.8% | | Administrative Expenses | (2,129,075) | (1,887,744) | 12.8% | | Loss Before Tax | (1,945,531) | (1,552,140) | 25.3% | | Loss and Total Comprehensive Expenses for the Period | (1,945,531) | (1,552,140) | 25.3% | | Basic and Diluted Loss Per Share (cents) | (0.43) | (0.34) | 26.5% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets and net assets decreased compared to December 31, 2024, primarily due to a significant reduction in cash and cash equivalents, though current liabilities also decreased substantially, maintaining healthy net current assets and current ratio Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | 5,397,348 | 5,330,620 | 1.25% | | Current Assets | 3,610,612 | 5,879,746 | -38.6% | | Cash and Cash Equivalents | 2,387,123 | 4,928,607 | -51.6% | | Current Liabilities | 255,122 | 591,794 | -56.9% | | Trade and Other Payables | 181,008 | 550,351 | -67.1% | | Net Current Assets | 3,355,490 | 5,287,952 | -36.5% | | Total Assets Less Current Liabilities | 8,752,838 | 10,618,572 | -17.5% | | Non-current Liabilities | 79,797 | – | N/A | | Net Assets (Total Equity) | 8,673,041 | 10,618,572 | -18.3% | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the Group's total equity decreased by SGD 1,945,531 due to the loss for the period, leading to a further expansion of accumulated losses Condensed Consolidated Statement of Changes in Equity | Metric | June 30, 2025 (SGD) | January 1, 2024 (SGD) | Change (SGD) | | :--- | :--- | :--- | :--- | | Share Capital | 793,357 | 793,357 | 0 | | Share Premium | 12,398,264 | 12,398,264 | 0 | | Other Reserves | 200,000 | 200,000 | 0 | | Accumulated Losses | (4,718,580) | (143,019) | (4,575,561) | | Total Equity | 8,673,041 | 13,248,602 | (4,575,561) | - The loss and total comprehensive expenses for the period amounted to SGD 1,945,531, increasing accumulated losses from SGD (2,773,049) as of January 1, 2025, to SGD (4,718,580) as of June 30, 20257 Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group experienced increased cash used in operating activities, a shift from net cash inflow to outflow in investing activities, and a slight increase in cash used in financing activities, leading to a larger net decrease in cash and cash equivalents Condensed Consolidated Statement of Cash Flows | Metric | 2025 (SGD) | 2024 (SGD) | Year-on-Year Change (SGD) | | :--- | :--- | :--- | :--- | | Cash Used in Operations | (2,490,760) | (2,136,464) | (354,296) | | Net Cash From/Used in Investing Activities | (28,845) | 28,048 | (56,893) | | Net Cash Used in Financing Activities | (21,879) | (20,514) | (1,365) | | Net Decrease in Cash and Cash Equivalents | (2,541,484) | (2,128,930) | (412,554) | | Cash and Cash Equivalents at End of Period | 2,387,123 | 6,188,414 | (3,801,291) | - Cash used in operating activities increased, primarily influenced by changes in trade and other receivables, shifting from a net inflow of SGD 350,592 in 2024 to a net outflow of SGD (300,360) in 20258 - Investing activities shifted from a net inflow of SGD 28,048 in 2024 to a net outflow of SGD (28,845) in 2025, mainly due to the purchase of SGD 33,055 in property, plant, and equipment in 20258 Notes to the Condensed Consolidated Financial Information This section provides detailed notes to the condensed consolidated financial information, covering general company details, accounting principles, estimates, financial risk management, and specific financial statement line items 1. General Information Wanma Holdings Limited is incorporated in the Cayman Islands and listed on the Main Board of the Hong Kong Stock Exchange, with its subsidiaries primarily engaged in the sale and installation of passenger vehicle leather interiors and electronic accessories, as well as the sale of electronic accessories, auto parts, and vehicles - The company was incorporated in the Cayman Islands on January 16, 2017, and is listed on the Main Board of the Hong Kong Stock Exchange10 - Principal activities include the sale and installation of passenger vehicle leather interiors and electronic accessories, along with the sale of electronic accessories, auto parts, and vehicles11 2. Basis of Preparation These condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' and the Listing Rules of the Stock Exchange, and should be read in conjunction with the company's consolidated financial statements for the year ended December 31, 2024 - The condensed consolidated financial information is prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' and the Listing Rules of the Stock Exchange13 - Except for changes in accounting policies expected to be reflected in the 2025 annual financial statements, this interim financial report has been prepared using the same accounting policies as those adopted in the 2024 annual financial statements13 3. Changes in Accounting Policies and Disclosures New and revised International Financial Reporting Standards adopted in the current period, such as the amendment to IAS 21 'Lack of Exchangeability', had no significant impact on the Group's financial statements for the current and prior periods - The accounting policies adopted are consistent with those in the 2024 annual financial statements, with only new and revised International Financial Reporting Standards effective for the first time in the current period being adopted15 - The new and revised International Financial Reporting Standards had no significant impact on the Group's financial statements for the current and prior periods16 4. Estimates The significant judgments and estimates made by management in preparing the condensed consolidated financial information, along with the key sources of estimation uncertainty, are consistent with those applied in the consolidated financial statements for the year ended December 31, 2024 - Management is required to make judgments, estimates, and assumptions in preparing the financial information, and actual results may differ from these estimates17 - The key sources of significant judgments and estimation uncertainty are the same as those applied in the 2024 annual consolidated financial statements17 5. Financial Risk Management The Group is exposed to market risks (including currency and interest rate risks), credit risk, and liquidity risk, with no changes in risk management policies since December 31, 2024. Fair value measurements for financial assets and liabilities utilize Level 1 and Level 3, with investment properties categorized under Level 3 - The Group is exposed to market risk (including currency risk and interest rate risk), credit risk, and liquidity risk18 - There have been no changes in risk management policies since December 31, 202419 - The carrying amounts of current financial assets and liabilities approximate their fair values. Financial assets measured at fair value through profit or loss, such as investment properties, are valued using Level 1 and Level 3 inputs, with investment properties classified under Level 3 due to significant unobservable inputs202122 6. Revenue and Segment Information The Group's business is divided into three segments: passenger vehicle leather interiors, passenger vehicle electronic accessories, and auto parts and vehicles, primarily operating in Singapore. As of June 30, 2025, revenue from passenger vehicle electronic accessories significantly increased, while leather interiors and auto parts and vehicles segments saw decreased revenue, resulting in a slight overall revenue growth but expanded losses across all reportable segments - The Group is divided into three main business segments: passenger vehicle leather interiors, passenger vehicle electronic accessories, and auto parts and vehicles, with primary customers located in Singapore23 Segment Revenue | Segment | 2025 Revenue (SGD) | 2024 Revenue (SGD) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Passenger Vehicle Leather Interiors | 157,743 | 303,239 | -48.0% | | Passenger Vehicle Electronic Accessories | 1,331,912 | 956,059 | 39.3% | | Auto Parts and Vehicles | – | 123,022 | -100.0% | | Total Segment Revenue | 1,489,655 | 1,382,320 | 7.8% | Reportable Segment Loss | Segment | 2025 Reportable Segment Loss (SGD) | 2024 Reportable Segment Loss (SGD) | Year-on-Year Change (SGD) | | :--- | :--- | :--- | :--- | | Passenger Vehicle Leather Interiors | (233,693) | (363,048) | 129,355 | | Passenger Vehicle Electronic Accessories | (1,759,173) | (1,074,687) | (684,486) | | Auto Parts and Vehicles | – | (138,218) | 138,218 | | Loss Before Tax | (1,945,531) | (1,552,140) | (393,391) | 7. Other Income, Gains and Losses, Net For the six months ended June 30, 2025, the Group's other income, gains, and losses, net, shifted from a net gain of SGD 161,913 in the prior year to a net loss of SGD 113,588, primarily impacted by exchange losses Other Income, Gains and Losses, Net | Metric | 2025 (SGD) | 2024 (SGD) | Year-on-Year Change (SGD) | | :--- | :--- | :--- | :--- | | Net Exchange Gains and Losses | (232,378) | 67,243 | (299,621) | | Special Employment Credit | 17,790 | 10,070 | 7,720 | | Rental Income | 99,000 | 84,600 | 14,400 | | Government Grants | 2,000 | – | 2,000 | | Total | (113,588) | 161,913 | (275,501) | - The shift from net exchange gains in 2024 to net exchange losses in 2025 was the primary reason for the significant decrease in net other income28 8. Loss Before Tax For the six months ended June 30, 2025, the Group's loss before tax increased, primarily due to significant rises in employee benefit costs, entertainment expenses, and travel expenses, partially offset by decreases in cost of inventories and legal and professional fees Loss Before Tax Components | Metric | 2025 (SGD) | 2024 (SGD) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Cost of Inventories | 269,855 | 451,556 | -40.2% | | Employee Benefit Costs | 1,875,266 | 1,828,656 | 2.5% | | Entertainment Expenses | 171,632 | 77,892 | 120.3% | | Travel Expenses | 263,746 | 146,625 | 79.9% | | Legal and Professional Fees | 153,018 | 231,637 | -34.0% | - Total employee benefit costs (including directors' emoluments) increased from SGD 1,828,656 to SGD 1,875,2662930 9. Dividends The company has not paid or declared any dividends since its incorporation, and the Board does not recommend paying any dividends for the six months ended June 30, 2025 - The company has not paid or declared any dividends since its incorporation30 - The Board does not recommend the payment of any dividend for the six months ended June 30, 202531 10. Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share was 0.43 Singapore cents, an increase from 0.34 Singapore cents in the prior year, reflecting the expanded loss for the period Loss Per Share Calculation | Metric | 2025 (SGD) | 2024 (SGD) | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company | 1,945,532 | 1,552,140 | | Weighted Average Number of Ordinary Shares in Issue | 450,000,000 | 450,000,000 | | Basic and Diluted Loss Per Share (Singapore cents) | 0.43 | 0.34 | - Diluted loss per share is the same as basic loss per share as there are no potential dilutive ordinary shares32 11. Property, Plant and Equipment As of June 30, 2025, the Group's net book value of property, plant, and equipment slightly decreased, primarily because depreciation expenses exceeded new additions during the period Property, Plant and Equipment Movement | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Net Book Value at Beginning of Period | 789,775 | N/A | | Additions | 33,055 | N/A | | Depreciation | (65,722) | N/A | | Net Book Value at End of Period | 757,108 | 789,775 | - Additions of SGD 33,055 for machinery and motor vehicles were made during the period33 12. Right-of-Use Assets / Lease Liabilities As of June 30, 2025, the Group's right-of-use assets and lease liabilities both significantly increased, reflecting new lease arrangements, which led to a reduction in total lease cash outflows Right-of-Use Assets and Lease Liabilities | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Right-of-Use Assets (Leased Properties) | 119,341 | 6,362 | | Lease Liabilities (Non-current) | 79,797 | – | | Lease Liabilities (Current) | 41,468 | 6,797 | | Total Lease Liabilities | 121,265 | 6,797 | - Depreciation expense for right-of-use assets was SGD 21,279, and interest expense was SGD 2,08933 - Total lease cash outflows for the six months ended June 30, 2025, amounted to SGD 21,881, a decrease from SGD 42,771 as of December 31, 202434 13. Investment in an Associate The Group's investment in associate Ocean Dragon Group Limited was fully impaired as of December 31, 2023, as the company could not ascertain its true financial position, and an ongoing investigation suggests no recoverable value Investment in an Associate | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Share of Net Assets | 17,526 | 17,526 | | Goodwill Arising on Acquisition | 6,403,965 | 6,403,965 | | Less: Impairment Loss | (6,421,491) | (6,421,491) | | Total | – | – | - The Group acquired a 49% equity interest in Ocean Dragon Group Limited in 2022, but the investment has been fully impaired due to the inability to ascertain its true financial position35 - The company has reported the case to the Hong Kong Police Force, and investigations are ongoing35 14. Trade and Other Receivables As of June 30, 2025, the Group's total trade and other receivables increased, primarily due to growth in prepaid operating expenses and other receivables, while trade receivables slightly decreased Trade and Other Receivables | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Trade Receivables | 494,634 | 584,409 | | Prepaid Operating Expenses | 361,831 | 376 | | Other Receivables | 160,752 | 132,874 | | Total | 1,024,288 | 723,928 | - The aging analysis of trade receivables indicates that unbilled revenue and amounts aged 1-30 days constitute the largest proportions38 - As of June 30, 2025, no significant loss allowance was recognized38 15. Share Capital As of June 30, 2025, and December 31, 2024, the company's authorized share capital and issued and fully paid share capital remained unchanged Share Capital Structure | Metric | Number of Ordinary Shares | Share Capital (SGD) | Share Premium (SGD) | | :--- | :--- | :--- | :--- | | Authorized Share Capital | 10,000,000,000 | 17,822,268 | – | | Issued and Fully Paid Share Capital | 450,000,000 | 793,357 | 12,398,264 | - The share capital structure remained stable with no changes3940 16. Trade and Other Payables As of June 30, 2025, the Group's total trade and other payables significantly decreased, primarily due to substantial reductions in accrued bonuses and accrued operating expenses Trade and Other Payables | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Trade Payables | 14,954 | 32,229 | | Accrued Operating Expenses | 17,870 | 150,277 | | Accrued Bonuses | – | 258,750 | | Goods and Services Tax Payable | 66,480 | 47,975 | | Other Payables and Accruals | 81,704 | 61,120 | | Total | 181,008 | 550,351 | - The aging analysis of trade payables indicates that all amounts are within 1 to 30 days41 17. Related Party Transactions For the six months ended June 30, 2025, the Group had no related party transactions involving service fees received, whereas in the prior year, financial advisory service fees were paid to Hongbo Capital Limited Related Party Transactions | Transaction Type | 2025 (SGD) | 2024 (SGD) | | :--- | :--- | :--- | | Service Fees Received | – | 66,844 | - The service fees paid in 2024 were for financial advisory services provided by Hongbo Capital Limited, a company in which Mr. Cai Danyee is a shareholder42 - Key management personnel emoluments are disclosed in Note 8(a)43 18. Commitments As of June 30, 2025, the Group, as lessor, had future minimum lease receivables of SGD 57,750 under non-cancellable operating lease agreements, with a lease term of less than one year Operating Lease Commitments | Period | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Within 1 year | 57,750 | 156,750 | | After 1 year but within 5 years | – | – | | Total | 57,750 | 156,750 | - The Group has entered into commercial property leases for its investment properties, with remaining lease terms of one to two years, and rental fees are subject to annual adjustment based on market conditions44 Management Discussion and Analysis This section provides management's perspective on the Group's business performance, financial condition, key risks, capital structure, and future outlook Business Review and Outlook The Group faces challenges from the US-China trade war and a complex global economic environment, with persistently weak business and consumer confidence. Despite a slight increase in new car registrations in Singapore due to higher Certificate of Entitlement quotas in 2025, economic uncertainties continue to challenge the Group's operations, which remains focused on innovative products and quality services for future performance - The Group faces challenges from the US-China trade war and a complex and severe global economic environment, with persistently weak business and consumer confidence46 - The Certificate of Entitlement (COE) quota for 2025 is higher than in 2024, leading to a slight increase in new car registrations and demand in Singapore46 - The Group will continue to focus on providing innovative products and quality services, confident in achieving good progress through its marketing strategies47 Financial Review For the period, the Group's total revenue grew by 7.8%, and gross profit significantly increased by 68.2%, primarily driven by higher sales of high-margin passenger vehicle electronic accessories and changes in product mix. However, the loss for the period expanded due to exchange losses from foreign currency transactions and increased entertainment and travel expenses Revenue Revenue increased by 7.8% to approximately SGD 1.49 million, primarily driven by higher sales of passenger vehicle electronic accessories - For the six months ended June 30, 2025, total revenue was approximately SGD 1,490,000, an increase of approximately SGD 108,000 or 7.8% compared to the same period in 202448 - The increase in revenue was primarily attributable to higher sales of passenger vehicle electronic accessories48 Gross Profit Gross profit increased by 68.2% to approximately SGD 689,000, with the gross profit margin rising to 46.2%, driven by higher-margin electronic accessories and product mix changes - Gross profit increased by approximately SGD 280,000 or 68.2% from approximately SGD 409,000 in the same period of 2024 to approximately SGD 689,000 in the current period49 - The gross profit margin increased from approximately 29.6% in the same period of 2024 to approximately 46.2% in the current period49 - The increase in gross profit was mainly due to higher sales and installations of high-margin electronic accessories and a change in product mix resulting from reduced sales of low-margin auto parts and vehicles49 Other Income, Gains and Losses, Net Other income, gains, and losses, net, shifted from a net gain of SGD 162,000 in 2024 to a net loss of SGD 114,000 in 2025, primarily due to exchange losses - Other income, gains and losses, net, for the current period was a net loss of approximately SGD 114,000, compared to a net gain of SGD 162,000 in the same period of 202450 - This was primarily due to exchange losses arising from the settlement of foreign currency transactions and the translation of foreign currency denominated monetary assets and liabilities at period-end exchange rates50 Selling and Distribution Expenses Selling and distribution expenses increased by approximately SGD 131,000 to SGD 394,000, mainly due to higher entertainment expenses and employee remuneration - Selling and distribution expenses increased by approximately SGD 131,000 from approximately SGD 263,000 in the same period of 2024 to approximately SGD 394,000 in the current period51 - The increase was mainly due to higher entertainment expenses and employee remuneration51 Administrative Expenses Administrative expenses increased by approximately SGD 241,000 to SGD 2.129 million, primarily driven by higher travel expenses - Administrative expenses increased by approximately SGD 241,000 from approximately SGD 1,888,000 in the same period of 2024 to approximately SGD 2,129,000 in the current period52 - The increase was mainly due to higher travel expenses52 Loss for the Period The loss for the period expanded to approximately SGD 1.946 million, primarily due to increased entertainment and travel expenses and a shift from other income to net loss from exchange differences - A loss of approximately SGD 1,946,000 was recorded for the current period, compared to a loss of approximately SGD 1,552,000 in the same period of 202453 - Key reasons for the increased net loss include: entertainment and travel expenses rising from approximately SGD 0.2 million to approximately SGD 0.4 million, and other income, gains and losses, net, shifting from a gain to a loss, primarily impacted by exchange losses5455 Key Risks and Uncertainties and Risk Management The Group faces multiple business risks, including reliance on its largest customer, maintaining reputation and customer service, technician and foreign worker supply, dependence on suppliers, and a single-market business strategy (Singapore COE quota limitations) - Key business risks include reduced or lost business with the largest customer, maintaining reputation and customer service, securing technician and foreign worker supply, and reliance on suppliers for passenger vehicle leather interiors and electronic accessories56 - The Group is highly dependent on a single market for business development, and its operations may be significantly affected by Certificate of Entitlement (COE) quota limitations56 Capital Structure, Liquidity and Financial Resources As of June 30, 2025, the Group's net current assets and cash and cash equivalents both decreased, but the current ratio improved due to lower trade and other payables balances. The Group has no borrowings and primarily funds operations through business revenue and available cash Capital Structure and Liquidity | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Net Current Assets | 3,355,000 | 5,288,000 | | Cash and Cash Equivalents | 2,387,000 | 4,929,000 | | Current Ratio (times) | 14.2 | 9.9 | - The increase in the current ratio was primarily due to lower balances of trade and other payables57 - The Group had no borrowings as of June 30, 202557 Future Plans for Material Investments or Capital Assets As of the date of this interim results announcement, the Group currently has no plans to acquire other material investments or capital assets, other than those already disclosed - The Group currently has no plans to acquire other material investments or capital assets58 Employee Information As of June 30, 2025, the Group's total number of employees increased to 46, including 3 executive directors. Total staff costs for the period increased, and the Group incentivizes employees through bonuses, gratuities, and promoting internal advancement Employee Headcount | Employee Category | June 30, 2025 (Number) | December 31, 2024 (Number) | | :--- | :--- | :--- | | Executive Directors | 3 | 2 | | Non-executive Directors | 1 | 1 | | Independent Non-executive Directors | 3 | 3 | | Administrative Employees | 12 | 12 | | Technicians | 27 | 27 | | Total | 46 | 45 | - Total staff costs (including directors' emoluments) for the current period were approximately SGD 1,875,000, an increase from SGD 1,829,000 in the same period of 202460 - The Group provides bonuses for technicians and gratuities for all employees, promoting internal advancement to enhance employee satisfaction and customer service quality60 Material Acquisitions or Disposals of Subsidiaries and Affiliated Companies During the current period, the Group had no material acquisitions or disposals of subsidiaries and affiliated companies - During the current period, there were no material acquisitions or disposals of subsidiaries and affiliated companies61 Direct and Ultimate Controlling Parties As of June 30, 2025, the company's direct parent company is Billion Legend Company Limited, and the ultimate controlling party is Mr. Lo Wing Tak, the Executive Director and Chairman of the Board - The direct parent company is Billion Legend Company Limited, incorporated in the British Virgin Islands62 - The ultimate controlling party is Mr. Lo Wing Tak, the Executive Director and Chairman of the Board63 Pledge of Group Assets As of June 30, 2025, leased properties with a carrying amount of approximately SGD 311,000 have been pledged to secure the Group's bank financing - Leased properties with a total carrying amount of approximately SGD 311,000 have been pledged to provide security for the Group's bank financing64 Foreign Exchange Risk The Group is exposed to foreign exchange risk from HKD, USD, and MYR; a 10% depreciation or appreciation of foreign currencies against SGD would decrease/increase profit after tax by SGD 177,000 for the period. The Group currently has no foreign currency hedging policy - The Group's foreign exchange risk primarily arises from HKD, USD, and MYR65 - A 10% depreciation or appreciation of foreign currencies against SGD would result in a decrease/increase in profit after tax of SGD 177,000 for the current period65 - The Group currently has no foreign currency hedging policy, but management will continue to monitor and take appropriate measures when necessary65 Other Information This section includes additional disclosures on material investments, contingent liabilities, events after the reporting period, and corporate governance details Material Investments Held by the Group During the current period, the Group held no material investments - During the current period, the Group held no material investments66 Contingent Liabilities During the current period, the Directors were not aware of any significant contingent liabilities - During the current period, the Directors were not aware of any significant contingent liabilities67 Events After the Reporting Period Subsequent to the reporting period, the company proposed a rights issue to allot up to 225,000,000 rights shares at HKD 0.18 per share on the basis of one rights share for every two existing shares, aiming to raise a maximum of approximately HKD 40.5 million. The rights issue is currently ongoing - The company proposed a rights issue to allot up to 225,000,000 rights shares at a subscription price of HKD 0.18 per share on the basis of one rights share for every two existing shares68 - The rights issue is expected to raise gross proceeds of up to approximately HKD 40.5 million (before expenses)68 - The rights issue is currently ongoing and has not yet been completed68 Corporate Governance and Other Information During the period, the company's Board of Directors underwent several changes, with multiple independent non-executive directors resigning and new members appointed. Mr. Lo Wing Tak, Executive Director and Chairman, is considered the ultimate controlling party. The company has complied with the Corporate Governance Code and Listing Rules, and directors confirmed adherence to the Model Code for Securities Transactions. The Board does not recommend an interim dividend, and the Audit Committee has reviewed the interim results Changes in Directors' Information The Board of Directors experienced multiple changes, including resignations and appointments of independent non-executive directors, and new roles for executive directors - Mr. Cheng Wai Hei, Mr. Lam Chi Wing, and Ms. Li Jia Yao resigned as Independent Non-executive Directors and from their respective committee positions on June 30, 2025707172 - Mr. Lo Wing Tak was appointed as the Chairman of the Nomination Committee on June 30, 2025, and as the Authorised Representative of the company on July 31, 202571 - Mr. Yuan Qinghua was appointed as an Executive Director on June 30, 202571 - Mr. Liu Wuhui, Mr. Ma Zhangkai, and Ms. Zhu Xiaoxin were appointed as Independent Non-executive Directors and to their respective committee positions on June 30, 202572 - Mr. Zi Chen and Mr. Cai Danyee resigned as Executive Director and Non-executive Director and Authorised Representative, respectively, on July 31, 20257273 Directors' and Chief Executive's Interests and/or Short Positions in the Shares, Underlying Shares and Debentures of the Company or Any Specified Undertaking or Any Other Associated Corporation Mr. Lo Wing Tak holds a significant interest in the company's shares through a controlled corporation and beneficial ownership, with no other directors or chief executives holding disclosable interests Directors' and Chief Executive's Interests | Director's Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Company's Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lo Wing Tak | Interest in controlled corporation (Billion Legend) | 230,000,000 (L) | 51.11% | | Mr. Lo Wing Tak | Beneficial owner | 100,000 (L) | 0.02% | - Save as disclosed above, no other director or chief executive had any disclosable interests or short positions in the shares, underlying shares, or debentures of the company or any of its associated corporations75 Substantial Shareholders' Interests and/or Short Positions in the Shares and Underlying Shares of the Company Mr. Lo Wing Tak and Billion Legend Company Limited are substantial shareholders, with Mr. Lo beneficially owning Billion Legend, which holds over 51% of the company's shares Substantial Shareholders' Interests | Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Company's Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lo Wing Tak | Interest in controlled corporation | 230,000,000 (L) | 51.11% | | Mr. Lo Wing Tak | Beneficial owner | 100,000 (L) | 0.02% | | Billion Legend | Beneficial owner | 230,000,000 (L) | 51.11% | - The entire issued share capital of Billion Legend Company Limited is legally and beneficially owned by Mr. Lo Wing Tak, who is therefore deemed to be interested in the shares held by Billion Legend77 Share Option Scheme The company adopted a share option scheme in 2017 with a ten-year validity, but no options have been granted under the scheme as of June 30, 2025 - The company adopted a share option scheme on June 23, 2017, with a validity period of ten years78 - No share options have been granted under the share option scheme from its effective date up to June 30, 202578 Competition and Conflicts of Interest No directors, major shareholders, or management shareholders were engaged in any business directly or indirectly competing with the Group, nor did they have any other conflicts of interest during the period - During the current period, none of the company's directors, major shareholders, or management shareholders, or any of their respective associates, engaged in any business that directly or indirectly competes or may compete with the Group's business, or had any other conflicts of interest with the Group79 Directors' Rights to Acquire Shares or Debentures Aside from the share option scheme, no arrangements existed during the period for directors to acquire benefits through shares or debentures of the company or any other body corporate - Save for the share option scheme, neither the company nor any associated corporation entered into any arrangements during the current period that would enable directors to acquire benefits by acquiring shares or debentures of the company or any other body corporate80 - No directors, their spouses, or children under the age of 18 had any rights to subscribe for shares or debentures of the company, nor did they exercise any such rights80 Purchase, Sale or Redemption of the Company's Listed Securities Neither the company nor its subsidiaries redeemed, purchased, or sold any of the company's shares during the period up to the announcement date - Neither the company nor any of its subsidiaries redeemed, purchased, or sold any of the company's shares during the current period up to the date of this announcement81 Compliance with Corporate Governance The company complied with all code provisions of the Corporate Governance Code for the six months ended June 30, 2025, with executive directors fulfilling the CEO's role to ensure efficient decision-making - For the six months ended June 30, 2025, the company has complied with all code provisions of the Corporate Governance Code as set out in Appendix C1 Part 2 of the Listing Rules82 - The company has not appointed a Chief Executive Officer, with the role and functions performed by the Executive Directors, an arrangement the Board believes ensures prompt and effective decision-making with adequate checks and balances83 Compliance with Listing Rules The company has consistently complied with the requirements of the Listing Rules for the six months ended June 30, 2025 - For the six months ended June 30, 2025, the company has complied with the requirements of the Listing Rules84 Standard Code for Securities Transactions by Directors The company adopted the Model Code for Securities Transactions by Directors, and all directors confirmed their compliance with its required standards during the period - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules85 - All Directors confirmed that they have complied with the required standards set out in the Model Code throughout the current period and up to the date of this announcement85 Interim Dividend The Board of Directors does not recommend the payment of an interim dividend for the current period - The Board does not recommend the payment of an interim dividend for the current period86 Audit Committee The Audit Committee, comprising three independent non-executive directors chaired by Mr. Liu Wuhui, reviewed the unaudited condensed consolidated interim results and found them compliant with applicable standards and rules - The Audit Committee is composed of three Independent Non-executive Directors, with Mr. Liu Wuhui serving as Chairman87 - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim results for the current period and is of the opinion that they comply with applicable accounting standards, the Listing Rules, and other applicable legal requirements, and that adequate disclosures have been made87
万马控股(06928) - 2025 - 中期业绩