亚洲先锋娱乐(08400) - 2025 - 中期财报

2025 Interim Results Highlights (Unaudited) This section provides a concise overview of the Group's unaudited financial performance for the interim period, highlighting key revenue, profit, and expense changes - The Group's revenue increased by 15.7% from approximately HKD 19.9 million in the corresponding period to approximately HKD 23.0 million in the current period[7] - Gross profit increased from approximately HKD 9.4 million in the corresponding period to approximately HKD 10.9 million in the current period, with gross margin also increasing from 47.3% to 47.5%[7] - Operating expenses increased by 6.8% to approximately HKD 11.0 million, primarily due to higher staff costs and travel expenses[7] - Profit and total comprehensive income for the period increased to HKD 24,959, compared to a loss and total comprehensive expense of approximately HKD 0.6 million in the corresponding period, mainly driven by increased revenue[7] - The Board of Directors resolved not to declare an interim dividend for the current period[8] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's financial performance, including revenue, expenses, and profit or loss, for the interim periods Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :--- | :--- | :--- | | Revenue | 23,041,649 | 19,918,050 | | Cost of sales and services | (12,099,177) | (10,487,018) | | Gross profit | 10,942,472 | 9,431,032 | | Other income and other gains | 194,488 | 300,344 | | Operating expenses | (11,031,415) | (10,328,850) | | Loss before income tax | (87,683) | (727,990) | | Income tax credit | 112,642 | 89,061 | | Profit/(Loss) and total comprehensive income/(expense) for the period | 24,959 | (638,929) | | Basic and diluted earnings/(loss) per share | 0.00 | (0.06) | Condensed Consolidated Statement of Financial Position This statement provides a snapshot of the Group's assets, liabilities, and equity as of the reporting dates Condensed Consolidated Statement of Financial Position | Indicator | As of June 30, 2025 (HKD) | As of December 31, 2024 (HKD) | | :--- | :--- | :--- | | Assets | | | | Non-current assets | 4,253,410 | 5,653,030 | | Current assets | 34,105,494 | 26,320,038 | | Liabilities | | | | Current liabilities | 17,280,950 | 10,101,442 | | Non-current liabilities | 958,661 | 1,777,292 | | Equity | | | | Net assets/Total equity | 20,119,293 | 20,094,334 | | Net current assets | 16,824,544 | 16,218,596 | Condensed Consolidated Statement of Changes in Equity This statement details the changes in the Group's equity components over the interim period, reflecting profit and other movements Condensed Consolidated Statement of Changes in Equity | Item | Balance as of January 1, 2025 (Audited) (HKD) | Profit and Total Comprehensive Income for the Period (HKD) | Balance as of June 30, 2025 (Unaudited) (HKD) | | :--- | :--- | :--- | :--- | | Share capital | 10,000,000 | – | 10,000,000 | | Share premium | 55,098,836 | – | 55,098,836 | | Merger reserve | (3,416,148) | – | (3,416,148) | | Statutory reserve | 504,489 | – | 504,489 | | Accumulated losses | (42,092,843) | 24,959 | (42,067,884) | | Total | 20,094,334 | 24,959 | 20,119,293 | - A profit of HKD 24,959 was recorded for the period, leading to a reduction in accumulated losses and a slight increase in total equity[14] Condensed Consolidated Statement of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities for the interim periods Condensed Consolidated Statement of Cash Flows | Item | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :--- | :--- | :--- | | Net cash used in/(generated from) operating activities | (3,272,147) | 2,800,976 | | Net cash generated from/(used in) investing activities | 1,942,113 | (69,611) | | Net cash used in financing activities | (1,047,144) | (1,133,745) | | Net decrease/(increase) in cash and cash equivalents | (2,377,178) | 1,597,620 | | Cash and cash equivalents at end of period | 5,762,239 | 13,841,466 | - Net cash flow from operating activities shifted from a net inflow in the corresponding period of 2024 to a net outflow of HKD 3,272,147 in the corresponding period of 2025[15] - Net cash flow from investing activities changed from a net outflow in the corresponding period of 2024 to a net inflow of HKD 1,942,113 in the corresponding period of 2025, primarily due to the maturity of fixed bank deposits[15] Notes to the Condensed Consolidated Interim Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated interim financial statements 1. General Information and Basis of Preparation This section outlines the company's registration, listing status, principal places of business, core operations, and the basis for preparing the financial statements - Asia Pioneer Entertainment Holdings Limited was incorporated in the Cayman Islands on February 22, 2017, with its shares listed on GEM of The Stock Exchange of Hong Kong since November 15, 2017[16] - The Group is primarily engaged in the electronic gaming equipment business, including technical sales and distribution, consulting and technical services, and repair services, as well as the smart vending machine business, encompassing product sales, machine leasing, and franchising[18][23] - The condensed consolidated interim financial statements are prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' and the applicable disclosure requirements of the GEM Listing Rules, presented in Hong Kong Dollars[20][21] 2. Principal Accounting Policies This section outlines the historical cost basis for preparing the interim financial statements and notes the immaterial impact of new IFRS amendments - The condensed consolidated interim financial statements are prepared on a historical cost basis, except for financial assets measured at fair value through other comprehensive income[22] - Amendments to International Accounting Standard 21 'Lack of Exchangeability', effective January 1, 2025, had no material impact on the Group's condensed consolidated interim financial statements[24][25] 3. Revenue and Segment Information This section details the Group's revenue sources and segment performance, including breakdowns by business type, geography, and revenue recognition timing 3.1 Revenue Disaggregation This subsection provides detailed revenue data by product/service type, geographic market, and recognition timing, highlighting electronic gaming equipment as the primary source Revenue by Business Type for H1 2025 | Business Type | H1 2025 Revenue (HKD) | | :--- | :--- | | Technical sales and distribution of electronic gaming equipment | 19,274,989 | | Consulting and technical services | 2,516,772 | | Repair services | 204,247 | | Product sales through smart vending machines | 711,975 | | Leasing of smart vending machines | 318,001 | | Franchising | 15,665 | | Total | 23,041,649 | - Macau is the Group's most significant geographical market, contributing HKD 19,549,410 in revenue during H1 2025[30] - The majority of revenue (HKD 21,372,894) was recognized at a point in time, while HKD 1,350,754 was recognized over a period of time[30] 3.2 Segment Information This subsection presents reported segment revenue, results, assets, and liabilities for the electronic gaming equipment and smart vending machine businesses Reported Segment Results for H1 2025 | Segment | Reported Segment Revenue (HKD) | Reported Segment Results (HKD) | | :--- | :--- | :--- | | Electronic gaming equipment business | 21,996,008 | 2,169,222 | | Smart vending machine business | 1,045,641 | (351,437) | | Total | 23,041,649 | 1,817,785 | - The electronic gaming equipment business is the primary contributor to profit, while the smart vending machine business remains in a loss-making position[34] - Depreciation of property and equipment was HKD 336,160 and depreciation of right-of-use assets was HKD 955,654 for H1 2025[35] 4. Other Income and Other Gains This section details the Group's other income and gains, including bank interest, delivery freight, and net foreign exchange gains Other Income and Other Gains | Item | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :--- | :--- | :--- | | Bank interest income | 84,927 | 19,142 | | Delivery freight income | 37,087 | 75,770 | | Other income | 47,736 | 31,757 | | Net foreign exchange gains | 24,738 | 173,675 | | Total | 194,488 | 300,344 | - Bank interest income significantly increased year-on-year, while net foreign exchange gains substantially decreased[39] 5. Net Reversal of Expected Credit Losses This section reports the net reversal of expected credit losses on trade receivables for the current period - For the six months ended June 30, 2025, the net reversal of expected credit losses was HKD 2,933, a decrease from HKD 6,949 in the corresponding period of 2024[40] 6. Income Tax Credit This section explains the Group's income tax credit, primarily from deferred tax, and its tax treatment across different jurisdictions - For the six months ended June 30, 2025, the income tax credit was HKD 112,642, primarily arising from deferred tax[41] - The Group did not generate assessable profits in Macau, the Cayman Islands, the British Virgin Islands, or China, thus no current income tax provision was made[42][43][44] 7. Profit/(Loss) for the Period This section lists the main expenses deducted in calculating the profit or loss for the period, including directors' emoluments, staff costs, depreciation, and inventory costs Expenses Deducted in Calculating Profit/(Loss) for the Period | Item | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :--- | :--- | :--- | | Directors' emoluments | 2,378,184 | 2,005,857 | | Other staff costs | 5,103,992 | 5,152,840 | | Total depreciation | 1,291,814 | 1,350,615 | | Inventory costs recognized as expenses | 10,966,420 | 8,349,864 | | Costs of services provided | 104,924 | 774,722 | - Directors' emoluments and inventory costs recognized as expenses increased year-on-year, while costs of services provided significantly decreased[45] 8. Dividends This section confirms that the Company neither paid nor proposed any dividends during the current period - For the six months ended June 30, 2025, the Company neither paid nor proposed any dividends[46] 9. Earnings/(Loss) Per Share This section presents the basic and diluted earnings/loss per share attributable to the Company's owners and explains their calculation basis Earnings/(Loss) Per Share | Indicator | For the six months ended June 30, 2025 (HK cents) | For the six months ended June 30, 2024 (HK cents) | | :--- | :--- | :--- | | Basic earnings/(loss) per share | 0.00 | (0.06) | | Diluted earnings/(loss) per share | 0.00 | (0.06) | - Earnings per share turned from loss to profit in the current period, and diluted earnings per share were the same as basic earnings per share due to the absence of potential ordinary shares in both periods[47] 10. Property and Equipment This section provides a breakdown of the carrying values of property and equipment, including furniture, computers, motor vehicles, and vending machines, and discloses acquisitions for the period Property and Equipment Carrying Values | Item | As of June 30, 2025 (HKD) | As of December 31, 2024 (HKD) | | :--- | :--- | :--- | | Furniture, fixtures and equipment | 10,858 | – | | Computers | 310,723 | 335,518 | | Motor vehicles | 50,400 | 67,200 | | Vending machines | 688,496 | 954,244 | | Total carrying value | 1,060,477 | 1,356,962 | - The total carrying value of property and equipment decreased, with acquisitions of HKD 39,675 in the current interim period, a significant reduction from HKD 327,747 in the corresponding period of 2024[49] 11. Right-of-Use Assets This section details the carrying values and depreciation of right-of-use assets, primarily for vending machine properties, office properties, warehouses, and car parks, along with lease agreement information Right-of-Use Assets Carrying Values and Depreciation | Item | As of June 30, 2025 (HKD) | As of January 1, 2025 (HKD) | Depreciation for the six months ended June 30, 2025 (HKD) | | :--- | :--- | :--- | :--- | | Properties used for vending machines | 264,081 | 458,551 | 211,436 | | Office properties | 1,766,479 | 2,355,306 | 588,826 | | Warehouses | 103,922 | 228,628 | 124,706 | | Car parks | 51,143 | 81,829 | 30,686 | | Total carrying value | 2,185,625 | 3,124,314 | 955,654 | - As of June 30, 2025, the Group had 10 lease agreements for properties used for vending machines, office properties, warehouses, and car parks, with remaining lease terms of 1 to 3 years[51] - The carrying values of right-of-use assets and lease liabilities were HKD 2,185,625 and HKD 2,293,092, respectively[51] 12. Inventories This section provides a detailed classification of inventories, including spare parts, finished goods, merchandise, and goods in transit, and discloses inventory write-down provisions for the period Inventories Breakdown | Item | As of June 30, 2025 (HKD) | As of December 31, 2024 (HKD) | | :--- | :--- | :--- | | Spare parts | 1,707,543 | 1,920,413 | | Finished goods | 4,810,110 | 753,096 | | Merchandise | 409,036 | 403,082 | | Goods in transit | 2,197 | 120,490 | | Total | 6,928,886 | 3,197,081 | - Finished goods inventories significantly increased, and the inventory write-down provision for the six months ended June 30, 2025, was HKD 114,768, a notable increase from HKD 7,731 in the corresponding period of 2024[52] 13. Trade and Other Receivables This section details trade and other receivables, prepayments, and deposits, and provides an aging analysis of trade receivables Trade and Other Receivables Breakdown | Item | As of June 30, 2025 (HKD) | As of December 31, 2024 (HKD) | | :--- | :--- | :--- | | Trade receivables (net) | 15,015,858 | 7,909,705 | | Other receivables, prepayments and deposits | 4,003,702 | 2,946,611 | | Total | 19,019,560 | 10,856,316 | - Total trade receivables significantly increased, with an average credit period of 30 days[53] Aging Analysis of Trade Receivables (Net of ECL Provision) | Aging | As of June 30, 2025 (HKD) | As of December 31, 2024 (HKD) | | :--- | :--- | :--- | | 0 to 30 days | 14,698,119 | 7,768,381 | | 31 to 60 days | 278,717 | 97,994 | | 61 to 90 days | 41,200 | 45,291 | | 91 to 180 days | – | 3,150 | | Total | 15,018,036 | 7,914,816 | 14. Trade and Other Payables This section provides a breakdown of trade and other payables, including staff salaries, other accrued expenses, and restoration provisions, along with an aging analysis of trade payables Trade and Other Payables Breakdown | Item | As of June 30, 2025 (HKD) | As of December 31, 2024 (HKD) | | :--- | :--- | :--- | | Trade payables | 9,644,145 | 3,736,457 | | Accrued staff salaries and other accrued staff costs | 365,891 | 424,688 | | Other payables and accrued expenses | 1,274,051 | 1,689,179 | | Restoration provision | 533,981 | 533,981 | | Lease and franchise deposits received | 69,655 | 74,510 | | Total | 11,887,723 | 6,458,815 | - Trade payables significantly increased, with credit terms ranging from 30 to 60 days[56] Aging Analysis of Trade Payables | Aging | As of June 30, 2025 (HKD) | As of December 31, 2024 (HKD) | | :--- | :--- | :--- | | 0 to 30 days | 1,321,042 | 1,407,262 | | 31 to 60 days | 8,285,738 | 2,316,088 | | Over 90 days | 37,365 | 13,107 | | Total | 9,644,145 | 3,736,457 | 15. Contract Liabilities This section explains the nature of contract liabilities, primarily non-refundable deposits for future gaming machine and equipment sales and software update support services Contract Liabilities Breakdown | Item | As of June 30, 2025 (HKD) | As of December 31, 2024 (HKD) | | :--- | :--- | :--- | | Technical sales and distribution of electronic gaming equipment | 2,287,669 | 14,564 | | Consulting and technical services | 181,597 | 461,305 | | Total | 2,469,266 | 475,869 | - Contract liabilities significantly increased, primarily due to a notable rise in advance payments for technical sales and distribution of electronic gaming equipment[57] 16. Share Option Scheme This section describes the Group's share option scheme and confirms that no share options were granted during the current period - No share options were granted under the share option scheme for the six months ended June 30, 2025, or as of June 30, 2025[58] 17. Share Capital This section outlines the Company's authorized and issued ordinary share capital, noting its unchanged status during the reporting period - The Company's authorized share capital consists of 10,000,000,000 ordinary shares of HKD 0.01 each, with 1,000,000,000 shares issued and fully paid[59] - The share capital structure has remained unchanged since January 1, 2024[59] 18. Lease Commitments This section details the Group's lease commitments as a lessee (short-term leases) and as a lessor (operating leases) Lease Commitments | Item | As of June 30, 2025 (HKD) | As of December 31, 2024 (HKD) | | :--- | :--- | :--- | | As Lessee (Short-term Lease Commitments) | | | | Within one year | 176,672 | 72,563 | | After one year but within two years | 2,913 | – | | Total | 179,585 | 72,563 | | As Lessor (Future Minimum Lease Receivables) | | | | Within one year | 151,719 | 244,374 | | After one year but within two years | – | 2,670 | | Total | 151,719 | 247,044 | - Short-term lease commitments as a lessee significantly increased, while future minimum lease receivables as a lessor decreased[60][61] 19. Fair Value Measurement of Financial Instruments This section outlines the Company's directors' assessment of the fair value of financial instruments - The Company's directors believe that the carrying amounts of financial assets and financial liabilities recognized in the condensed consolidated interim financial statements approximate their fair values[62] Management Discussion and Analysis This section provides management's perspective on the Group's financial performance, operational highlights, and future outlook Business Review This section reviews the performance of the Group's electronic gaming equipment and smart vending machine businesses, highlighting revenue changes and operational achievements - Revenue from technical sales and distribution of electronic gaming equipment increased by 39.6% year-on-year to HKD 19.3 million[65] - Consulting and technical services revenue decreased by 45.2% year-on-year, while repair services revenue decreased by 54.8%[65] - As of June 30, 2025, the smart vending machine business had 56 different types of vending machines installed, generating approximately HKD 1.0 million in revenue and approximately HKD 0.4 million in gross profit for the period[66] - The smart vending machine business collaborates with renowned Macau brands like Choi Heong Yuen and Wong Chi Kei to operate and promote customized vending machines[66] Outlook This section outlines the Group's expectations and strategies for future business development, including continued growth in electronic gaming equipment, new technology introduction, and product portfolio expansion - Recovery-driven growth is expected to continue into H2 2025 and beyond as casinos further strengthen their financial positions[67] - The Group is collaborating with suppliers to launch new machines and products to meet the growing demand in the mass gaming market, with some developments involving new technologies for the gaming industry[67] - The Group is committed to expanding its product portfolio by introducing complementary products for casinos to use in their gaming-related or marketing-related operations[67] Financial Review This section provides a detailed financial review, covering total revenue, segment revenue changes, gross margin, other income, operating expenses, impairment losses on financial assets, and profit for the period Revenue This subsection summarizes the Group's total revenue growth and identifies technical sales and distribution of electronic gaming equipment as the primary driver - The Group's total revenue increased by approximately 15.7% from approximately HKD 19.9 million in the corresponding period to approximately HKD 23.0 million in the current period[69] - The increase in revenue was primarily driven by a 39.6% rise in income from technical sales and distribution of electronic gaming equipment[69] Revenue Comparison by Major Products and Services | Major Products and Services Revenue | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Technical sales and distribution of electronic gaming equipment | 19,274,989 | 13,810,608 | 39.6% | | Consulting and technical services | 2,516,772 | 4,589,218 | (45.2%) | | Repair services | 204,247 | 451,924 | (54.8%) | | Product sales through smart vending machines | 711,975 | 978,655 | (27.2%) | | Leasing of smart vending machines | 318,001 | 66,825 | 375.9% | | Franchising | 15,665 | 20,820 | (24.8%) | | Total | 23,041,649 | 19,918,050 | 15.7% | Analysis of Revenue and Gross Margin by Business Segment This subsection analyzes revenue changes and gross margin performance across product and service lines, revealing profitability and trends in different business segments - Revenue from technical sales and distribution of electronic gaming equipment increased by 39.6% to approximately HKD 19.3 million, with a gross margin of 45.5% (corresponding period: 46.6%)[71][72][80][81] - Consulting and technical services revenue decreased by 45.2% to approximately HKD 2.5 million, but the gross margin increased to 69.5% (corresponding period: 61.9%)[73][74][80][81] - Repair services revenue decreased by 54.8% to approximately HKD 0.2 million, with a gross margin of 26.6% (corresponding period: -4%)[75][80][81] - Revenue from leasing smart vending machines significantly increased by 375.9% to approximately HKD 0.3 million, achieving a gross margin of 100%[77][80][81] - The Group's overall gross margin increased from approximately 47.3% in the corresponding period to approximately 47.5% in the current period, primarily due to the increased gross margin of consulting and technical services[81] Other Income and Other Gains This subsection explains the changes in other income and gains for the period, particularly the decrease in net foreign exchange gains - The Group generated net foreign exchange gains of HKD 24,738 in the current period, a significant decrease from HKD 173,675 in the corresponding period, mainly due to fluctuations in the Euro against the Hong Kong Dollar[82] Operating Expenses This subsection explains the increase in operating expenses, primarily attributed to higher staff costs and travel expenses - The Group's operating expenses increased by approximately 6.8% from approximately HKD 10.3 million in the corresponding period to approximately HKD 11.0 million in the current period, mainly due to increased staff costs and travel expenses[83] Impairment Loss on Financial Assets This subsection reports the net reversal of expected credit losses on trade receivables for the current period - The Group recognized a net reversal of expected credit losses on trade receivables of HKD 2,933 in the current period[84] Profit This subsection highlights the Group's profitability for the period, primarily driven by revenue growth - The Group recorded a net profit attributable to owners of the Company of HKD 24,959 in the current period, compared to a net loss of approximately HKD 0.6 million in the corresponding period, primarily due to a 15.7% increase in revenue[85] Liquidity, Financial Resources, Gearing Ratio and Capital Structure This subsection discusses the Group's liquidity, funding sources, and capital structure, noting its robust net current assets and absence of bank borrowings - As of June 30, 2025, the Group's net current assets were approximately HKD 16.8 million (December 31, 2024: approximately HKD 16.2 million)[86] - As of June 30, 2025, and December 31, 2024, the Group had no bank borrowings, bank overdrafts, or other bank loans[86] - The gearing ratio is not applicable to the Group, and the capital structure, comprising issued share capital and reserves, has remained unchanged since December 31, 2024[86] Future Plans for Material Investments or Capital Assets This section states that, apart from disclosed information, the Group currently has no other significant future plans for investments or capital assets - Save as disclosed in this report, as of the date of this report, the Group has no other plans for material investments or capital assets[88] Material Investments or Material Acquisitions and Disposals This section confirms that the Group did not undertake any material investment, acquisition, or disposal activities during the current period - The Group did not make any material investments or material acquisitions and disposals of subsidiaries, associates, or joint ventures during the current period[89] Contingent Liabilities This section reports that the Group had no significant contingent liabilities at the end of the reporting period - As of June 30, 2025, and December 31, 2024, the Group had no material contingent liabilities[90] Employees and Remuneration Policy This section provides information on the Group's employee count, remuneration policy, and training initiatives to enhance staff performance - As of June 30, 2025, the Group had a total of 39 employees (June 30, 2024: 38 employees)[91] - Employee remuneration is determined based on individual work experience and performance, with discretionary bonuses and allowances potentially granted[91] - During the current period, the Group incurred staff costs (including directors' emoluments) of approximately HKD 7.5 million[91] - The Group continuously provides on-the-job training to its employees and external training from electronic gaming equipment manufacturers to enhance their performance and professional skills[91] Pledge of Group Assets This section confirms that the Group had not pledged any of its assets at the end of the reporting period - As of June 30, 2025, the Group had not pledged any of its assets[92] Treasury Policy This section describes the Group's treasury policy, emphasizing prudent management of cash balances and maintaining robust liquidity to seize future growth opportunities - The Directors will continue to adopt a prudent policy in managing the Group's cash balances and maintaining robust liquidity to ensure the Group is prepared to capitalize on future growth opportunities[93] - As of June 30, 2025, all cash on hand was deposited with licensed financial institutions in Hong Kong SAR, Macau SAR, and China[93] Customer Relationships This section highlights the importance of long-term stable relationships with key customers and suppliers, listing major customers contributing over 10% of total revenue - Most of the Group's major customers are Macau SAR casino operators listed on the Stock Exchange[94] - The Group is committed to building long-term stable business relationships with existing customers through its sales, marketing, and technical services teams[94] Revenue from Customers Contributing Over 10% of Total Revenue | Customer | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :--- | :--- | :--- | | Customer A | 14,664,073 | Not applicable | | Customer B | 2,916,181 | Not applicable | | Customer C | Not applicable | 8,712,690 | | Customer D | Not applicable | 6,821,716 | Corresponding revenue did not account for more than 10% of the Group's revenue. Foreign Exchange Risk This section explains the Group's foreign exchange risk, primarily from Euro-denominated expenses, and reports changes in net foreign exchange gains - The Group primarily settles with customers in HKD, MOP, and EUR, with the main foreign currency fluctuation risk arising from Euro-denominated supply expenses[96] - During the current period, the Group's net foreign exchange gains decreased from HKD 173,675 in the corresponding period to HKD 24,738, due to fluctuations in the HKD against the Euro[96] Dividends This section reiterates the Board's decision not to declare an interim dividend for the current period - The Board of Directors has resolved not to declare an interim dividend for the current period[97] Disclosure of Interests This section details the interests and short positions of directors, chief executives, substantial shareholders, and other persons in the Company's shares and underlying shares Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations This section discloses the long positions of directors and the Company's chief executive in the Company's shares as of June 30, 2025 Directors' and Chief Executive's Long Positions in the Company's Shares | Name of Director/Chief Executive | Capacity/Nature of Interest | Number of Shares/Underlying Shares in which Interests are Held | Approximate Percentage of Issued Shares* | | :--- | :--- | :--- | :--- | | Mr. Hui Tat Yan | Beneficial owner | 295,759,680 | 29.57% | | Mr. Ng Man Ho | Beneficial owner | 289,939,680 | 28.99% | | Mr. Chan Tsz Lun | Beneficial owner | 153,490,640 | 15.34% | * Percentage refers to the total number of shares and underlying shares (if any) in which interests are held divided by the number of issued shares as of June 30, 2025 (i.e., 1,000,000,000 shares). - Save as disclosed above, no director or chief executive of the Company held any other interests or short positions in the shares, underlying shares, or debentures of the Company or any of its associated corporations[100] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares This section states that, apart from directors and the chief executive, no other persons or entities held 5% or more equity interests in the Company - As of June 30, 2025, other than the directors and chief executive of the Company, no other person or entity had informed the Company of interests or short positions of 5% or more in the shares and underlying shares required to be recorded in the register under Section 336 of the Securities and Futures Ordinance[101] Corporate Governance and Other Information This section covers the Company's corporate governance practices, compliance with codes, and other relevant information Directors' and Controlling Shareholders' Interests in Competing Business This section confirms that no directors or controlling shareholders, or their close associates, held any interests in businesses competing with the Group during the period - During the current period, no directors or controlling shareholders, or their respective close associates, held any business or interests in businesses that directly or indirectly compete or may compete with the Group's business[103] Compliance with the Corporate Governance Code This section states that the Company has fully complied with all mandatory disclosure requirements and applicable code provisions of the Corporate Governance Code - The Company has adopted and complied with all mandatory disclosure requirements and applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the GEM Listing Rules during the current period[104] Directors' Securities Transactions This section confirms that all directors fully complied with the required standards for securities transactions during the current period - Following specific enquiries made by the Company to each Director, all Directors confirmed full compliance with the required standards for securities transactions as set out in Rules 5.48 to 5.67 of the GEM Listing Rules during the current period[105] Purchase, Sale or Redemption of the Company's Listed Securities This section reports that neither the Company nor its subsidiaries engaged in any purchase, sale, or redemption of listed securities during the current period - During the current period, the Company did not redeem any of its listed securities, nor did the Company or any of its subsidiaries purchase or sell any such securities[106] - As of June 30, 2025, the Company did not hold any treasury shares[107] Share Option Scheme This section details the Company's share option scheme, including its purpose, eligibility, total share limits, and exercise terms, confirming no options were granted during the period - The share option scheme aims to recognize and reward participants by granting share options as an incentive or acknowledgment of their contributions to the Group[108] - The total number of shares that may be issued upon exercise of all options granted under the share option scheme shall not exceed 100,000,000 shares, representing 10% of the issued shares upon listing[109] - As of the date of this report, the Company had not granted or issued any share options, and there were no outstanding share options as of June 30, 2025[110] Significant Post Balance Sheet Events This section states that, as of the report date, the Board is unaware of any significant post-balance sheet events requiring disclosure - Subsequent to June 30, 2025, and up to the date of this report, the Board is not aware of any significant events requiring disclosure[111] Changes in Directors' Information This section confirms that no changes in directors' information requiring disclosure have occurred since the date of the previous annual report - No changes in directors' information requiring disclosure under Rule 17.50A(1) of the GEM Listing Rules have occurred since the date of the Company's annual report for the year ended December 31, 2024[113] Review by Audit Committee This section describes the Audit Committee's composition and responsibilities, confirming its review of the Group's unaudited condensed consolidated financial statements and this report - The Audit Committee currently comprises all three independent non-executive Directors: Mr. Choi Kwok Wai, Mr. Ma Chi Seng, and Mr. Ho King Lun, with Mr. Choi Kwok Wai serving as Chairman[114] - The Audit Committee's primary responsibilities include advising the Board on the appointment, reappointment, and removal of external auditors, and reviewing and overseeing the Group's financial reporting process, risk management, and internal control systems[114] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements and this report for the current period, deeming them prepared in compliance with applicable accounting standards, the GEM Listing Rules, and other relevant legal requirements, with adequate disclosures made[114]