恒泰裕集团(08081) - 2025 - 中期业绩

Company Information and Declarations This section outlines the company's foundational information, including disclaimers for the GEM market and the composition of its Board of Directors Disclaimer and GEM Characteristics The report includes GEM market disclaimers, emphasizing higher investment risks for SMEs, with the Board confirming information accuracy - The GEM market targets small and medium-sized companies, entailing higher investment risks and potential for significant market volatility and liquidity risks for securities[9][10][14] - The Board confirms that the information contained in this report is accurate and complete in all material respects, without misleading or fraudulent content[4][12][15] Company Overview and Board of Directors Heng Tai Yue Group Holdings Limited announced unaudited interim results for H1 2025, with a Board structure including executive and independent non-executive directors - Heng Tai Yue Group Holdings Limited announced its unaudited results for the six months ended June 30, 2025[3] - The Board of Directors includes Mr. Ng Ting Ho as Chairman and Non-executive Director, Mr. Fong Chak Kiu as Executive Director, and four Independent Non-executive Directors[4] Financial Performance This section presents the Group's condensed consolidated financial statements, including profit or loss, financial position, equity changes, and cash flows for the reporting period Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's loss from continuing operations narrowed to HK$19,232 thousand for H1 2025, with total comprehensive loss significantly reduced Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 34,502 | 38,071 | ↓ 9.4% | | Other income and gains or losses | 2,596 | 1,474 | ↑ 76.1% | | Administrative expenses | (37,123) | (41,272) | ↓ 10.1% | | Gain/(loss) on disposal of financial assets at FVTPL | 2,314 | (87) | Turned from loss to gain | | Net fair value loss on financial assets at FVTPL | (2,819) | (3,714) | ↓ 24.1% | | Share of results of associates | (6,216) | (9,305) | ↓ 33.1% | | Finance costs | (4,362) | (3,157) | ↑ 38.2% | | Loss before tax | (19,232) | (23,643) | ↓ 18.7% | | Loss for the period from continuing operations | (19,232) | (23,643) | ↓ 18.7% | | Loss for the period from discontinued operations | – | (69) | Discontinued | | Loss for the period | (19,232) | (23,712) | ↓ 18.9% | | Total comprehensive loss for the period | (15,846) | (25,582) | ↓ 38.0% | | Basic and diluted loss per share (HK cents) | (0.37) | (0.46) | ↓ 19.6% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, total assets and net assets decreased, with net assets falling from HK$223,272 thousand to HK$207,426 thousand Summary of Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Property, plant and equipment | 172,866 | 167,922 | ↑ 2.9% | | Investments in associates | 37,681 | 52,511 | ↓ 28.2% | | Total non-current assets | 212,197 | 222,161 | ↓ 4.48% | | Inventories | 5,771 | 3,712 | ↑ 55.5% | | Trade receivables, loan receivables and interest | 45,873 | 41,455 | ↑ 10.7% | | Financial assets at FVTPL | 29,546 | 36,167 | ↓ 18.2% | | Cash and cash equivalents | 1,812 | 10,987 | ↓ 83.5% | | Total current assets | 139,422 | 147,248 | ↓ 5.45% | | Total current liabilities | 139,312 | 138,521 | ↑ 0.57% | | Net current assets | 110 | 8,727 | ↓ 98.7% | | Net assets | 207,426 | 223,272 | ↓ 7.0% | | Share capital | 51,560 | 51,560 | No change | | Reserves | 155,866 | 171,716 | ↓ 9.1% | | Equity attributable to owners of the Company | 207,426 | 223,276 | ↓ 7.1% | Condensed Consolidated Statement of Changes in Equity Total equity attributable to owners of the Company decreased to HK$207,426 thousand for H1 2025, mainly due to loss for the period and exchange differences Summary of Changes in Equity Attributable to Owners of the Company | Indicator | June 30, 2025 (HK$ thousand) | January 1, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Share capital | 51,560 | 51,560 | No change | | Reserves | 155,866 | 171,716 | ↓ 9.2% | | Total equity attributable to owners of the Company | 207,426 | 223,276 | ↓ 7.1% | | Loss for the period | (19,236) | (23,672) | ↓ 18.8% | | Exchange differences | 3,388 | (1,369) | Turned from negative to positive | | Fair value loss on financial assets at FVTOCI | (2) | (503) | ↓ 99.6% | - As of June 30, 2025, total equity attributable to owners of the Company was HK$207,426 thousand, a decrease from HK$223,276 thousand as of December 31, 2024[25] Condensed Consolidated Statement of Cash Flows Operating activities shifted to a HK$3,460 thousand cash outflow for H1 2025, with investing activities turning to inflow and increased financing outflow, resulting in a net decrease in cash Summary of Condensed Consolidated Statement of Cash Flows | Indicator | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Net cash flows (used in)/from operating activities | (3,460) | 6,361 | Shifted from inflow to outflow | | Net cash flows from/(used in) investing activities | 269 | (15,298) | Shifted from outflow to inflow | | Net cash flows (used in)/from financing activities | (6,055) | 3,832 | Shifted from inflow to outflow | | Net decrease in cash and cash equivalents | (9,246) | (5,105) | Decrease widened | | Cash and cash equivalents at end of period | 1,812 | 1,435 | ↑ 26.3% | Notes to the Financial Statements This section details the basis of preparation, accounting policies, segment information, and specific financial asset and liability disclosures Basis of Preparation and Accounting Policies Unaudited condensed consolidated financial statements are prepared under HKFRSs and HKAS 34, consistent with 2024 audited policies and GEM Listing Rules - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards (HKFRSs) and Hong Kong Accounting Standard 34 'Interim Financial Reporting'[29][32] - The principal accounting policies are consistent with those adopted in the audited annual financial statements for the year ended December 31, 2024[29][32] Adoption of New and Revised HKFRSs The Group adopted new and revised HKFRSs effective January 1, 2025, with no significant impact expected on the condensed consolidated financial statements - The Group has applied a number of new and revised HKFRSs that are mandatorily effective for annual periods beginning on or after January 1, 2025[30][33] - The Directors do not expect the above amendments to have a significant impact on the Group's condensed consolidated financial statements[30][33] Operating Segment Information The Group operates three continuing segments: Australia hotel, money lending, and asset investment, with the online media segment discontinued after an associate disposal - The Group has three continuing operating business segments: Australia hotel and related services, money lending business, and asset investment business[38][40] - The 'provision of services via online media' segment was discontinued after the disposal of an associate on August 30, 2024[36][37] Summary of Segment Results (For the six months ended June 30, 2025) | Segment | Revenue and other income (HK$ thousand) | Segment profit/(loss) (HK$ thousand) | | :--- | :--- | :--- | | Australia hotel and related services | 31,943 | 1,163 | | Money lending business | 2,559 | (2,756) | | Asset investment business | – | (10,066) | | Discontinued operations | – | – | | Total | 34,502 | (11,659) | Summary of Segment Results (For the six months ended June 30, 2024) | Segment | Revenue and other income (HK$ thousand) | Segment profit/(loss) (HK$ thousand) | | :--- | :--- | :--- | | Australia hotel and related services | 32,958 | (1,620) | | Money lending business | 5,113 | 194 | | Asset investment business | – | (12,423) | | Discontinued operations | 1 | (69) | | Total | 38,072 | (13,918) | Revenue, Other Income and Gains Group revenue, primarily from Australia hotel and money lending, decreased by 9.4% to HK$34,502 thousand for H1 2025, while other income and gains significantly increased - The Group's principal activities include: (i) provision of hotel and related services in Australia; (ii) money lending business; and (iii) asset investment business[46][47] Analysis of Revenue, Other Income and Gains | Item | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Provision of hotel and related services | 12,947 | 13,525 | ↓ 4.27% | | Sales of food and beverages from hotel operations | 18,996 | 19,433 | ↓ 2.25% | | Interest income from loan receivables | 2,559 | 5,113 | ↓ 49.95% | | Total Revenue | 34,502 | 38,071 | ↓ 9.38% | | Interest income (others) | 610 | 4 | ↑ 15150% | | Other income | 1,986 | 1,470 | ↑ 35.1% | | Total other income and gains or losses | 2,596 | 1,474 | ↑ 76.12% | Loss Before Tax Loss before tax narrowed to HK$19,232 thousand for H1 2025, driven by reduced administrative expenses, increased financial asset disposal gains, and narrower associate losses Components of Loss Before Tax | Item | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Cost of sales | 5,595 | 5,577 | ↑ 0.32% | | Staff costs | 20,389 | 19,830 | ↑ 2.82% | | Depreciation and amortisation | 4,373 | 6,408 | ↓ 31.8% | | Reversal of impairment losses/(impairment losses) | 61 | (76) | Turned from loss to gain | | Gain/(loss) on disposal of financial assets at FVTPL | 2,314 | (87) | Turned from loss to gain | | Fair value loss on financial assets at FVTPL | (2,819) | (3,714) | ↓ 24.1% | | Loss on disposal of an associate | (2,590) | – | New loss incurred | - The narrowing of loss before tax was primarily due to reduced administrative expenses, increased gains from financial asset disposals, and a narrower share of losses from associates[105] Income Tax Expense The Group had no income tax expense for H1 2025, with Hong Kong entities offsetting profits with tax losses and Australian entities taxed at 30% - No provision for Hong Kong Profits Tax was made for the period, as Hong Kong entities had sufficient tax losses brought forward from prior years to offset profits generated during the period[52][54] - Australian subsidiaries are subject to Australian corporate income tax at a rate of 30%[52][54] Interim Dividend The Board does not recommend an interim dividend for H1 2025, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)[53][55] Loss Per Share Basic and diluted loss per share improved to 0.37 HK cents for H1 2025, with no potential dilutive ordinary shares outstanding Loss Per Share | Indicator | For the six months ended June 30, 2025 (HK cents) | For the six months ended June 30, 2024 (HK cents) | Change | | :--- | :--- | :--- | :--- | | Basic and diluted loss per share from continuing and discontinued operations | (0.37) | (0.46) | ↓ 19.6% | | Basic and diluted loss per share from continuing operations | (0.37) | (0.45) | ↓ 17.8% | | Basic and diluted loss per share from discontinued operations | – | (0.01) | Discontinued | | Weighted average number of ordinary shares in issue | 5,156,035,108 | 5,156,035,108 | No change | - For the six months ended June 30, 2025, there were no potential dilutive ordinary shares in issue, thus the basic and diluted loss per share amounts are identical[59][61] Movements in Property, Plant and Equipment Additions to property, plant and equipment significantly decreased to approximately HK$341 thousand for H1 2025 Additions to Property, Plant and Equipment | Item | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Additions to property, plant and equipment | 341 | 15,351 | ↓ 97.8% | - For the six months ended June 30, 2025, additions to property, plant and equipment amounted to approximately HK$341,000[60][62] Financial Assets The Group's financial assets include FVTOCI (non-listed equity) and FVTPL (listed shares, unlisted investments, and funds) Composition of Financial Assets | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Financial assets at FVTOCI (unlisted equity securities) | 1,522 | 1,426 | ↑ 6.7% | | Total financial assets at FVTPL | 29,546 | 36,167 | ↓ 18.2% | | - Listed shares | 8,968 | 13,420 | ↓ 33.2% | | - Unlisted investments | 14,626 | 15,949 | ↓ 8.3% | | - Unlisted investment funds | 5,952 | 6,798 | ↓ 12.5% | - Listed shares within financial assets at FVTPL primarily consist of investments in Convoy Global Holdings Limited and Currenc Group Inc[65] - Unlisted investments primarily represent a 1.89% equity interest in Global Biotech Regenerative Medical Group Limited[65] - The Group invests as a limited partner in the private equity fund Kingkey Investment Fund SPC – KKDF Selected Investment Fund SP[65] Trade Receivables, Loan Receivables and Interest Trade receivables significantly increased to HK$4,283 thousand as of June 30, 2025, with loan receivables and interest slightly up, and impairment analysis conducted regularly Trade Receivables, Loan Receivables and Interest | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Trade receivables within the scope of HKFRS 15 | 4,283 | 50 | ↑ 8466% | | Loan receivables | 41,812 | 43,343 | ↓ 3.5% | | Interest receivables from loan receivables | 1,935 | 280 | ↑ 591% | | Less: Impairment | (2,157) | (2,218) | ↓ 2.7% | | Total loan receivables and interest | 41,590 | 41,405 | ↑ 0.45% | | Total | 45,873 | 41,455 | ↑ 10.7% | Ageing Analysis of Trade Receivables (Based on invoice date) | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Less than 1 month | 56 | 50 | ↑ 12% | | 1 to 2 months | 1,664 | – | Newly added | | 2 to 3 months | 208 | – | Newly added | | Over 3 months | 2,355 | – | Newly added | | Total | 4,283 | 50 | ↑ 8466% | Ageing Analysis of Loan Receivables and Interest (Based on contractual maturity date) | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Not yet overdue | 25,398 | 26,122 | ↓ 2.8% | | Over 3 months | 16,192 | 15,283 | ↑ 5.9% | | Total | 41,590 | 41,405 | ↑ 0.45% | - The credit period for trade receivables ranges from 30 to 180 days, and the Group regularly assesses customer credit risk and performs impairment analysis[67][68][70][71] Contract Liabilities Contract liabilities, mainly deposits and deferred income, totaled HK$9,002 thousand as of June 30, 2025, remaining largely consistent with prior period Contract Liabilities | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Deposits received and deferred income | 9,002 | 9,076 | ↓ 0.8% | Trade and Other Payables, Accruals and Provisions Total trade and other payables, accruals, and provisions slightly decreased to HK$32,237 thousand as of June 30, 2025, with trade payables increasing Trade and Other Payables, Accruals and Provisions | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Trade payables | 6,032 | 4,842 | ↑ 24.6% | | Accruals and other payables | 26,205 | 28,289 | ↓ 7.3% | | Total | 32,237 | 33,131 | ↓ 2.7% | Ageing Analysis of Trade Payables (Based on invoice date) | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Within 3 months | 6,032 | 2,088 | ↑ 188.9% | | Over 3 months | – | 2,754 | ↓ 100% | | Total | 6,032 | 4,842 | ↑ 24.6% | Interest-Bearing Bank and Other Borrowings Total interest-bearing borrowings were HK$102,388 thousand as of June 30, 2025, with most repayable within one year at an average effective annual interest rate of 7.6% Composition of Interest-Bearing Bank and Other Borrowings | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Interest-bearing bank borrowings | 77,378 | 72,567 | ↑ 6.6% | | Other interest-bearing borrowings | 25,010 | 30,524 | ↓ 18.0% | | Total | 102,388 | 103,091 | ↓ 0.68% | | Repayable within one year or on demand | 97,761 | 95,546 | ↑ 2.3% | | Repayable in the second year | 4,627 | 7,545 | ↓ 38.7% | | Fixed-rate borrowings | 25,164 | 30,740 | ↓ 18.2% | | Variable-rate borrowings | 77,224 | 72,351 | ↑ 6.7% | | Secured | 77,378 | 72,567 | ↑ 6.6% | | Unsecured | 25,010 | 30,524 | ↓ 18.0% | Average Effective Annual Interest Rate | Interest rate type | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Fixed-rate borrowings | 9.7% | 10.6% | ↓ 0.9% | | Variable-rate borrowings | 6.9% | 7.3% | ↓ 0.4% | Convertible Loan and Derivative Financial Liabilities EFL's HK$7,600 thousand convertible loan notes were partially repaid and reclassified as other borrowings due to significant modifications, resulting in zero convertible loan and derivative financial liabilities - EFL issued convertible loan notes with a principal amount of HK$7,600 thousand in December 2021 and January 2022 for the Group's general working capital[86][88][191][194] - For the year ended December 31, 2024, approximately HK$694,000 of the convertible notes were repaid, and the maturity date for the remaining portion was extended to March 31, 2026[87][89][193][195] - Due to significant modifications, the remaining outstanding portion was reclassified as other borrowings, and the conversion option lapsed[87][89][193][195] Convertible Loan and Derivative Financial Liabilities | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Liability component | – | – | No change | | Derivative component | – | – | No change | Share Capital As of June 30, 2025, authorized share capital was HK$200,000 thousand, with issued and fully paid capital of HK$51,560 thousand, consistent with prior period Composition of Share Capital | Item | Number of shares | Amount (HK$ thousand) | | :--- | :--- | :--- | | Authorised ordinary shares (HK$0.01 each) | 20,000,000,000 | 200,000 | | Issued and fully paid shares (HK$0.01 each) | 5,156,035,108 | 51,560 | - As of June 30, 2025, the number and amount of issued and fully paid shares remained consistent with December 31, 2024[93] Share Option Scheme The Company's share option scheme, adopted June 9, 2020, aims to incentivize talent, with no outstanding options reported as of June 30, 2025 - The Company adopted a share option scheme on June 9, 2020, to incentivize or reward eligible participants who contribute to the Group and/or to recruit and retain excellent employees[95][96] - During any reporting period, no share options were outstanding, granted, exercised, cancelled, or lapsed[95][97] Related Party Transactions The Group engaged in various related party transactions, including payments to related companies, loans to associates and directors, and administrative service income Summary of Related Party Transactions | Transaction type | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Rental expenses paid to a related company | (748) | (1,868) | ↓ 59.9% | | Cost of medical services paid to a related company | (178) | (218) | ↓ 18.3% | | Consultancy fees paid to an associate | – | (320) | Discontinued | | Loans provided to an associate (included in deposits and other receivables) | 7,439 | 7,439 | No change | | Interest receivable from an associate (included in deposits and other receivables) | 505 | 356 | ↑ 41.9% | | Interest income from an associate (included in other income) | 74 | 74 | No change | | Loans from a related party (included in interest-bearing other borrowings) | 4,627 | 3,906 | ↑ 18.4% | | Interest paid to a related party | (138) | (95) | ↑ 45.3% | | Income generated from administrative and management services provided to a related company | 617 | – | New income | Key Management Personnel Remuneration | Item | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Salaries and other short-term benefits | 549 | 1,267 | ↓ 56.6% | | Retirement scheme contributions | 8 | 16 | ↓ 50.0% | | Total | 557 | 1,283 | ↓ 56.6% | - Loans provided to and interest paid to Mr. Lawrence Tang, a director of certain subsidiaries of the Company, constitute related party transactions[103] Management Discussion and Analysis This section provides an in-depth review of the Group's business and financial performance, future outlook, and key operational aspects Business and Financial Review The Group's loss for H1 2025 narrowed to HK$19,232 thousand, driven by reduced expenses and improved financial asset performance, despite revenue decline and an associate disposal loss - Loss for the period was approximately HK$19,232,000, a decrease from HK$23,712,000 in the prior period[105] - The reduction in loss was primarily due to decreased administrative expenses, a shift from loss to gain on disposal of financial assets at FVTPL, and a narrower share of losses from associates, partially offset by decreased revenue and a loss on disposal of an associate[105] - The Group's principal businesses are: (i) provision of hotel and related services in Australia; (ii) money lending business; and (iii) asset investment business[104][108] Overall Performance Review The Group's loss for H1 2025 decreased by 18.9% to HK$19,232 thousand, driven by expense reductions and improved financial asset performance, despite revenue decline Changes in Key Financial Indicators | Indicator | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Loss for the period | 19,232 | 23,712 | ↓ 18.9% | | Revenue | 34,502 | 38,071 | ↓ 9.4% | | Administrative expenses | 37,123 | 41,272 | ↓ 10.1% | | Gain/(loss) on disposal of financial assets at FVTPL | 2,314 | (87) | Turned from loss to gain | | Share of losses of associates | 6,216 | 9,305 | ↓ 33.1% | | Loss on disposal of an associate | 2,590 | – | New loss incurred | - The reduction in loss was primarily attributable to a decrease in administrative expenses and an increase in gains from financial asset disposals[105] Australia Hotel and Related Services Business Australia hotel segment revenue decreased by 3% to HK$31,943 thousand for H1 2025, impacted by global economic challenges and slow tourism recovery, with occupancy falling to 69% - The Group provides hotel and related services in Australia through Balgownie Estate Vineyard Resort & Spa, an award-winning tourist destination[106][107][110] Key Metrics for Australia Hotel Business | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue (HK$ thousand) | 31,943 | 32,958 | ↓ 3.08% | | Occupancy rate | 69% | 74% | ↓ 5% | | Number of luxury rooms | 70 | 70 | No change | | Wine club members | Approximately 1,300 | – | Newly added | - The decrease in revenue was mainly due to global economic challenges and slow recovery of international tourism, affecting travel demand, conference business, and wine club operations[112][115] - Balgownie completed renovation works in October 2024 and is launching new wine varieties and low-alcohol options to attract consumers[114][116] Money Lending Business Money lending interest income decreased by 49.95% to HK$2,559 thousand for H1 2025, primarily due to reduced loan disbursements, with the Group maintaining prudent monitoring - The Group conducts money lending business in Hong Kong through its wholly-owned subsidiary, Best Profit Finance Limited[118][122] Interest Income from Money Lending Business | Indicator | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Interest income | 2,559 | 5,113 | ↓ 49.95% | - The decrease in interest income was mainly due to fewer loans disbursed during the period[118][122] Asset Investment Business Asset investment portfolio, mainly listed securities, recorded a HK$2,819 thousand fair value loss on FVTPL assets and a HK$2,509 thousand loss on an associate disposal for H1 2025 - The Group's asset investment portfolio primarily comprises securities issued by listed companies[119][123] Fair Value Losses from Asset Investment Business | Indicator | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Fair value loss on financial assets at FVTPL | 2,819 | 3,714 | ↓ 24.1% | | Fair value loss on financial assets at FVTOCI | 2 | 503 | ↓ 99.6% | - In January 2025, the Group disposed of an associate (EFL held a 48.33% equity interest), recording a loss of HK$2,509 thousand[120][123] Discontinued Operations The 'provision of services via online media' segment was discontinued in FY2024 following the disposal of Dynamic Indonesia Holdings Limited, with no current period revenue - The 'provision of services via online media' segment was discontinued during the year ended December 31, 2024, with no related revenue in the current period[117][121] Significant Investment Prospects in Associates The Group's 48.33% equity investment in Luck Key Investment Limited, a medical diagnostic service provider, is significant, with a carrying value of HK$17,830 thousand and a share of loss of HK$5,111 thousand for H1 2025 - The Group holds approximately 48.33% equity interest in Luck Key Investment Limited, with an investment cost of approximately HK$56,511 thousand and a carrying value of approximately HK$17,830 thousand, representing approximately 5.1% of the Group's total assets[124][126] - Luck Key primarily engages in providing medical diagnostic and health check services, operating ten medical examination centers and two laboratories in Hong Kong[125][127] Luck Key Financial Performance | Indicator | For the six months ended June 30, 2025 (HK$ thousand) | For the six months ended June 30, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Luck Key Revenue | 98,630 | 94,879 | ↑ 4.0% | | Group's share of Luck Key loss | 5,111 | 9,580 | ↓ 46.6% | | Luck Key loss attributable to shareholders | 10,576 | 19,821 | ↓ 46.6% | - The Group will continue to hold the investment unless there is a change in investment strategy or an opportunity for realization arises, to optimize portfolio returns[130][134] Outlook The global economy faces ongoing downside risks from geopolitical tensions and economic volatility, while the Group aims to strengthen existing businesses and create shareholder value through strategic planning - The global economy will face downside risks such as geopolitical tensions, trade fragmentation, economic volatility, the Russia-Ukraine war, the Israel-Palestine conflict, and tariff wars[131][135] - The Group will continue to develop, maintain, and strengthen its existing businesses by formulating and implementing its own business plans and strategies, leveraging its business model, competitiveness, and strengths[132][135] Financial Resources and Liquidity As of June 30, 2025, total assets were HK$351,619 thousand, with cash significantly reduced, and total borrowings of HK$102,388 thousand leading to increased gearing and net debt to equity ratios Key Financial Resources and Liquidity Indicators | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Total assets | 351,619 | 369,409 | ↓ 4.8% | | Cash and cash equivalents | 1,812 | 10,987 | ↓ 83.5% | | Borrowings repayable within one year (or on demand) | 97,761 | 95,546 | ↑ 2.3% | | Total borrowings | 102,388 | 103,091 | ↓ 0.68% | | Average annual interest rate | 7.6% | 8.3% | ↓ 0.7% | | Gearing ratio | 0.41 times | 0.40 times | ↑ 0.01 | | Net debt to equity ratio | 0.64 times | 0.56 times | ↑ 0.08 | - Cash and cash equivalents are denominated in HKD, USD, and AUD, with a significant increase in AUD proportion[136][138] - Approximately 80% of total borrowings are denominated in AUD, and 20% in HKD[136][138] Capital Structure As of June 30, 2025, shareholders' equity was HK$207,426 thousand and total borrowings HK$102,388 thousand, with some loans subject to covenants and primarily variable-rate and secured Key Capital Structure Indicators | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Shareholders' equity | 207,426 | 223,276 | ↓ 7.1% | | Total borrowings | 102,388 | 103,091 | ↓ 0.68% | | Fixed-rate borrowings | 25,164 | 30,740 | ↓ 18.2% | | Variable-rate borrowings | 77,224 | 72,351 | ↑ 6.7% | | Secured borrowings | 77,378 | 72,567 | ↑ 6.6% | | Unsecured borrowings | 25,010 | 30,524 | ↓ 18.0% | | Repayable within one year or on demand | 97,761 | 95,546 | ↑ 2.3% | | Repayable in the second year | 4,627 | 7,545 | ↓ 38.7% | Average Effective Annual Interest Rate | Interest rate type | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Fixed-rate borrowings | 9.7% | 10.6% | ↓ 0.9% | | Variable-rate borrowings | 6.9% | 7.3% | ↓ 0.4% | - Certain loans are subject to conditions common in financial institution lending arrangements, and a breach could result in repayment on demand[141][142] Foreign Exchange Risk Management Group revenue and costs are primarily in HKD and AUD; no derivative hedging was used, but foreign currency risk is monitored for potential future hedging - The Group's revenue and costs are primarily denominated in HKD and AUD[148][151] - No derivative financial instruments were invested for hedging purposes during the reporting period[148][151] - The Group will continue to monitor foreign currency risk and consider using appropriate hedging instruments when exchange rates fluctuate[148][151] Pledge of Assets and Capital Commitments Approximately HK$79,557 thousand of assets were pledged for borrowings as of June 30, 2025, with no significant contracted capital commitments Pledge of Assets | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Amount of freehold land, buildings and motor vehicles pledged | 79,557 | 75,611 | ↑ 5.2% | - As of June 30, 2025, the Group had no significant contracted but unprovided capital commitments[150][153] Dealings in Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities for H1 2025 - 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 listed securities[154][156] Litigation and Claims The Group is involved in Convoy and Chu litigations concerning share allotments and financing, with potential liabilities currently deemed unreliable to estimate, thus no provisions are made - In the Convoy Litigation, the plaintiffs seek rescission of Convoy share allotments, annulment of financing facilities, and damages[155][157][158][161] - In the Chu Litigation, the petitioners seek declarations of invalidity for Convoy share placements and damages[164][166] - The Group believes that the potential liability cannot be reliably estimated at present, and therefore no provision has been made for the aforementioned legal proceedings[168][173] Contingent Liabilities Excluding disclosed litigations and claims, the Group had no other significant contingent liabilities as of June 30, 2025 - As of June 30, 2025, the Group had no significant contingent liabilities (2024: nil)[169][174] Employee Remuneration Policy As of June 30, 2025, the Group had approximately 140 employees with total staff costs of HK$20,389 thousand, focusing on talent development and retention, with director remuneration based on expertise Number of Employees and Staff Costs | Indicator | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of employees | Approximately 140 | Approximately 119 | ↑ 17.6% | | Total staff costs (HK$ thousand) | 20,389 | 19,831 | ↑ 2.8% | - The Group maintains and enhances employee capabilities by providing adequate and regular training, career development opportunities, and benefits (including provident fund schemes and medical plans)[171][175][179][183] - The directors' remuneration policy is determined by the Board based on the recommendations of the Remuneration Committee, with reference to the directors' expertise, qualifications, and abilities[178][183] Directors' and Chief Executive's Interests As of June 30, 2025, no Directors or Chief Executive held any disclosable interests or short positions in the Company's or its associated corporations' securities - As of June 30, 2025, no Director or Chief Executive of the Company held or was deemed to hold any disclosable interests or short positions in the shares, underlying shares, or debentures of the Company or any of its associated corporations[182][186] Substantial Shareholders' Interests As of June 30, 2025, Mr. Ng Ting Kit and Deep Shine Holdings Limited were substantial shareholders, holding 9.64% and 5.06% long positions respectively, with no other disclosable interests Substantial Shareholders' Long Positions in Shares | Name of Shareholder | Capacity | Number of shares involved | Approximate percentage | | :--- | :--- | :--- | :--- | | Mr. Ng Ting Kit | Beneficial owner | 497,180,000 | 9.64% | | Mr. Ng Ting Kit | Interest in controlled corporation | 260,800,000 | 5.06% | | Deep Shine Holdings Limited | Beneficial owner | 260,800,000 | 5.06% | - Mr. Ng Ting Kit is deemed to be interested in the shares held by Deep Shine Holdings Limited, which is wholly-owned by him[189] - As of June 30, 2025, save as disclosed above, there were no other substantial shareholders' interests required to be disclosed to the Company and recorded in the register[189][190] Issue of Convertible Loan EFL's HK$7,600 thousand convertible loan notes were partially repaid and reclassified as other borrowings due to significant modifications, with the conversion option having lapsed - EFL issued convertible loan notes totaling HK$7,600,000 to independent third parties for the Group's general working capital[191][194] - For the year ended December 31, 2024, approximately HK$694,000 of the convertible notes were repaid, and the maturity date for the remaining portion was extended to March 31, 2026[193][195] - Due to significant modifications, the remaining outstanding portion was reclassified as other borrowings, and the conversion option lapsed[193][195] Share Option Scheme The Company's share option scheme, adopted June 9, 2020, allows for granting options to eligible participants at specific prices, with 533,623,510 shares available under the limit, but no options were granted or outstanding in H1 2025 - The share option scheme aims to incentivize or reward eligible participants who contribute to the Group and/or to recruit and retain excellent employees[197][200] - The maximum number of shares that any participant may be granted in any twelve-month period shall not exceed 1% of the total number of shares then in issue and available for issue[197][201] - The exercise price shall be determined by the Directors, but shall not be less than the highest of the closing price of the shares as stated in GEM's daily quotations sheet on the date of grant, the average closing price of the shares as stated in GEM's daily quotations sheets for the five trading days immediately preceding the date of the proposed grant, or the nominal value of the shares[201] - As of June 30, 2025, 533,623,510 shares could be granted under the existing scheme limit, but no share options were granted or outstanding during the reporting period[203][205][210] Changes in Directors' Information and Competing Business Interests Independent Non-executive Director Mr. Tong Hin Sum's role changed, and Non-executive Director Mr. Ng Ting Ho has competing money lending business interests, with no other disclosed competing interests - Independent Non-executive Director Mr. Tong Hin Sum has been re-designated from an independent non-executive director to a non-executive director of Profit Point Holdings Limited, effective June 30, 2025[206][211] - Non-executive Director Mr. Ng Ting Ho holds directorships in other companies engaged in money lending business, which compete with the Group's business[208][212] - Save as disclosed above, none of the Directors, controlling shareholders, or their respective close associates have any interests in any business that competes or may compete, either directly or indirectly, with the business of the Group[209][212] Corporate Governance The Company adheres to its Directors' securities trading code and Corporate Governance Code, with a noted deviation in Chairman and CEO roles, and the Audit Committee has reviewed the interim results - The Company has adopted a code of conduct regarding Directors' securities transactions, with terms no less exacting than the required standards of dealing set out in the GEM Listing Rules[213][217] - The Company has complied with the Corporate Governance Code, except for the unseparated roles of Chairman and Chief Executive, with the Chief Executive position currently vacant[215][218] - The Audit Committee, comprising three independent non-executive directors, has reviewed the interim results report and found it compliant with applicable accounting standards and GEM Listing Rules[221][222][223] Code for Securities Transactions by Directors The Company adopted a code of conduct for Directors' securities transactions, compliant with GEM Listing Rules, and all Directors have adhered to it - The Company has adopted a code of conduct regarding Directors' securities transactions, with terms no less exacting than the required standards of dealing set out in Rules 5.48 to 5.67 of the GEM Listing Rules[213][217] - All Directors have complied with the required standards of dealing and the code of conduct regarding Directors' securities transactions[213][217] Corporate Governance Code The Company complies with the Corporate Governance Code, but the CEO role has been vacant since January 1, 2025, and the Board structure will be reviewed to fill it - The Company has complied with the Corporate Governance Code, although the roles of Chairman and Chief Executive should be separate, with Mr. Ng Ting Ho, a Non-executive Director, currently serving as Chairman, and the Chief Executive position vacant[215][218] - The Company will periodically review the current structure of the Board and will fill the Chief Executive position when a suitable candidate is identified[216][219] Audit Committee The Audit Committee, chaired by Mr. Wong Siu Keung and comprising three independent non-executive directors, reviewed the interim results and found them compliant with accounting standards and GEM Listing Rules - The Audit Committee comprises three independent non-executive directors, with Mr. Wong Siu Keung as Chairman[221][223] - The Audit Committee has reviewed the Group's unaudited condensed consolidated results for the six months ended June 30, 2025, and this report[222][223] - The Committee is of the opinion that such results and report were prepared in accordance with applicable accounting standards and the GEM Listing Rules, and that adequate disclosures have been made[222][223]