Company Information This section provides essential details about the company's governance, registration, and contact information Board of Directors The company's Board of Directors comprises three executive directors, including the Chairman and CEO, and three independent non-executive directors - Executive Directors include Mr. Yu Hon Tung (Chairman and Chief Executive Officer), Mr. Lo Cheung Moon, and Mr. Leung Cheong Yu5 - Independent Non-Executive Directors include Ms. Lam Shun Ka, Mr. Li Xiao Ping, and Mr. Tong Chi Kwan5 Registered Office and Principal Place of Business The company's registered office is in the Cayman Islands, with its headquarters and principal place of business located in Kwun Tong, Kowloon, Hong Kong - The registered office is located at Windward 3, Regatta Office Park, Cayman Islands5 - The headquarters and principal place of business are located at 6/F, SML Tower, 165 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong5 Auditor and Share Registrar The company's auditor is Goldlink CPA Limited, the Cayman Islands principal share registrar is Ocorian Trust (Cayman) Limited, and the Hong Kong branch share registrar is Tricor Investor Services Limited - The auditor is Goldlink CPA Limited5 - The Cayman Islands principal share registrar is Ocorian Trust (Cayman) Limited5 - The Hong Kong branch share registrar is Tricor Investor Services Limited5 Stock Code and Website The company's stock code is 8606, and its official website is www.kinetix.com.hk - Stock Code: 86066 - Website: **www.kinetix.com.hk**[6](index=6&type=chunk) Financial Highlights For the six months ended June 30, 2025, total revenue increased by 19.1% to HK$215.7 million, gross profit grew by 9.8% to HK$38.3 million, and the company achieved a net profit of HK$3.1 million, reversing a net loss in the prior period 2025 Interim Financial Highlights | Indicator | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 215,700 | 181,159 | +19.1% | | Gross Profit | 38,300 | 34,845 | +9.8% | | Net Profit/(Loss) | 3,100 | (600) | N/A (Turned profitable) | - The Board resolved not to recommend the payment of an interim dividend for the six months ended June 30, 20257 Condensed Interim Consolidated Financial Statements This section presents the company's condensed interim consolidated financial statements, including statements of profit or loss, financial position, changes in equity, and cash flows Condensed Interim Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company reported revenue of HK$215.7 million, gross profit of HK$38.252 million, profit for the period of HK$3.085 million, and basic earnings per share of 0.17 HK cents, reversing a loss from the prior period Condensed Interim Consolidated Statement of Profit or Loss and Other Comprehensive Income (Summary) | Indicator | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 215,710 | 181,159 | | Cost of sales | (177,458) | (146,314) | | Gross Profit | 38,252 | 34,845 | | Profit/(Loss) before tax | 3,152 | (634) | | Profit/(Loss) for the period | 3,085 | (620) | | Profit/(Loss) attributable to owners of the Company | 2,508 | (665) | | Basic earnings/(loss) per share | 0.17 HK cents | (0.05) HK cents | - Total comprehensive income for the period was HK$3,022 thousand, compared to a total comprehensive loss of HK$711 thousand for the corresponding period in 20249 Condensed Interim Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets increased to HK$272.4 million, up approximately 49.1% from December 31, 2024, while total liabilities increased to HK$204.9 million, and total equity increased to HK$67.503 million Condensed Interim Consolidated Statement of Financial Position (Summary) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Total Assets | 272,447 | 182,726 | | Total Equity | 67,503 | 64,481 | | Total Liabilities | 204,944 | 118,245 | | Non-current assets | 22,262 | 11,322 | | Current assets | 250,185 | 171,404 | | Current liabilities | 196,918 | 117,121 | - Trade and other receivables increased from HK$70.955 million as of December 31, 2024, to HK$116.6 million as of June 30, 202510 - Cash and cash equivalents increased from HK$31.188 million as of December 31, 2024, to HK$56.818 million as of June 30, 202510 Condensed Interim Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners of the Company increased from HK$74.978 million at the beginning of the period to HK$77.423 million at the end, primarily due to a profit for the period of HK$2.508 million Changes in Equity Attributable to Owners of the Company (Summary) | Indicator | January 1, 2025 (HK$'000) | June 30, 2025 (HK$'000) | | :--- | :--- | :--- | | Equity attributable to owners of the Company | 74,978 | 77,423 | | Profit for the period | - | 2,508 | | Total comprehensive income for the period | - | 2,445 | - Non-controlling interests increased from HK$(10.497) million at the beginning of the period to HK$(9.920) million at the end12 Condensed Interim Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash generated from operating activities significantly increased to HK$30.11 million, with a net increase in cash and cash equivalents of HK$25.701 million, bringing the period-end cash balance to HK$56.818 million Condensed Interim Consolidated Statement of Cash Flows (Summary) | Indicator | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Net cash generated from operating activities | 30,110 | 17,112 | | Net cash used in investing activities | (1,234) | (270) | | Net cash used in financing activities | (3,175) | (1,883) | | Net increase in cash and cash equivalents | 25,701 | 14,959 | | Cash and cash equivalents at end of period | 56,818 | 45,218 | Notes to the Condensed Interim Consolidated Financial Statements This section provides detailed notes explaining the basis of preparation, significant accounting policies, and specific financial statement line items General Information Kinetix Holdings Limited was incorporated in the Cayman Islands in 2016, primarily engaged in providing IT infrastructure, development solutions, and maintenance and support services - The Company was incorporated in the Cayman Islands on September 16, 201614 - Its principal activities include IT infrastructure solution services, IT development solution services, and IT maintenance and support services14 Basis of Preparation and Presentation The condensed interim consolidated financial statements are prepared in accordance with HKAS 34 and the GEM Listing Rules, using the historical cost convention, presented in HK dollars, and reviewed by the Audit Committee - The statements are prepared in accordance with Hong Kong Accounting Standard 34 and the GEM Listing Rules15 - They are prepared on a historical cost basis, presented in HK dollars, and have been reviewed by the Audit Committee but not audited by the auditor15 Adoption of Hong Kong Financial Reporting Standards The adoption of new and revised Hong Kong Financial Reporting Standards and interpretations during the current period has not resulted in significant changes to the accounting policies applied in the condensed interim consolidated financial statements - The adoption of new and revised Hong Kong Financial Reporting Standards has not resulted in significant changes to accounting policies16 Segment Information The Group's operating segments primarily include IT infrastructure solutions, IT development solutions, and IT maintenance and support services, with revenue mainly from Hong Kong and significant growth from Singapore - The Group's operating segments include IT infrastructure solution services, IT development solution services, and IT maintenance and support services17 Geographical Information The Group's revenue primarily comes from Hong Kong, with HK$209.5 million from the Hong Kong market in interim 2025, and Singapore market revenue significantly increased to HK$4.903 million Revenue by Geographical Market | Geographical Market | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong | 209,526 | 177,935 | | Macau | 1,281 | 2,691 | | Singapore | 4,903 | 453 | | United Kingdom | – | 80 | | Total | 215,710 | 181,159 | Information on Major Customers In interim 2025, Customer A contributed HK$26.2 million in revenue, accounting for over 10% of the Group's total revenue Revenue from Major Customers | Customer | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Customer A | 26,200 | * | | Customer B | * | * | * Represents revenue less than 10% of the Group's total revenue for the respective period Revenue from Contracts with Customers, Other Income and Gains The Group's revenue primarily derives from IT infrastructure solution services, which reached HK$133.9 million in interim 2025, while other income and gains mainly consist of bank interest income Revenue from Contracts with Customers In interim 2025, IT infrastructure solution services revenue was HK$133.9 million, IT development solution services was HK$55.785 million, and IT maintenance and support services was HK$26.02 million Revenue by Service Type | Service Type | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | IT infrastructure solution services | 133,905 | 99,076 | | IT development solution services | 55,785 | 59,270 | | IT maintenance and support services | 26,020 | 22,813 | | Total Revenue | 215,710 | 181,159 | - In interim 2025, revenue recognized over time was HK$121.3 million, and revenue recognized at a point in time was HK$94.397 million26 Other Income and Gains Other income and gains primarily consist of bank interest income - Other income and gains primarily refer to bank interest income2829 Profit/(Loss) Before Tax Profit before tax for interim 2025 was HK$3.152 million, primarily influenced by software and hardware costs, IT solution services costs, and expected credit loss provisions Major Deductions for Profit/(Loss) Before Tax | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Cost of software and hardware recognized as expense | 118,663 | 80,642 | | Cost of IT solution services | 43,221 | 29,698 | | Cost of IT maintenance and support services | 15,574 | 17,017 | | Provision for expected credit losses | 1,903 | 1,145 | | Directors' fees, salaries, allowances and other benefits in kind (Company Directors) | 2,139 | 1,708 | | Directors' fees, salaries, allowances and other benefits in kind (Other Employees) | 23,149 | 25,294 | - The above costs include subcontracting costs of HK$36.814 million for interim 2025 (interim 2024: HK$39.878 million)31 Key Management Personnel Compensation and Directors' Emoluments Total compensation paid to key management personnel for interim 2025 was HK$2.139 million, an increase compared to the prior period Key Management Personnel Compensation | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Directors' fees | 66 | 66 | | Short-term employee benefits | 2,049 | 1,615 | | Post-employment benefits | 24 | 27 | | Total compensation paid to key management personnel | 2,139 | 1,708 | Income Tax Expense/(Credit) Income tax expense for interim 2025 was HK$0.067 million, primarily deferred income tax, with Hong Kong profits tax calculated under a two-tiered tax rate system and no tax payable in the Cayman Islands Income Tax Expense/(Credit) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong Profits Tax - Current year | – | (59) | | Hong Kong Profits Tax - Over-provision in prior years | – | 22 | | Deferred income tax | (67) | 51 | | Total | (67) | 14 | - Hong Kong profits tax is calculated at 8.25% on the first HK$2 million and 16.5% on profits exceeding HK$2 million35 - The Company is not subject to any taxation in the Cayman Islands jurisdiction35 Dividends The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025 (June 30, 2024: nil HK$)36 Earnings/(Loss) Per Share Basic earnings per share for interim 2025 was 0.17 HK cents, compared to a loss per share of 0.05 HK cents in the prior period, with diluted earnings per share being the same due to anti-dilutive effects Earnings/(Loss) Per Share | Indicator | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic earnings/(loss) per share | 0.17 | (0.05) | | Diluted earnings/(loss) per share | 0.17 | (0.05) | - The weighted average number of ordinary shares in issue was 1,445,850 thousand shares37 - Diluted earnings/(loss) per share is the same as basic earnings/(loss) per share as the exercise of share options had an anti-dilutive effect on basic earnings/(loss) per share38 Property, Plant and Equipment In interim 2025, the Group acquired approximately HK$0.733 million in property, plant and equipment and wrote off approximately HK$0.004 million in net book value - The Group acquired items of property, plant and equipment at a cost of approximately HK$0.733 million (interim 2024: approximately HK$0.193 million)39 - Property, plant and equipment with a net book value of approximately HK$0.004 million were written off (interim 2024: approximately HK$0.05 million)39 Trade and Other Receivables As of June 30, 2025, total trade and other receivables amounted to HK$118.7 million, with trade receivables at HK$76.613 million, a significant increase from December 31, 2024 Trade and Other Receivables | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Trade receivables | 76,613 | 40,298 | | Unbilled receivables | 6,672 | 7,014 | | Prepayments | 29,895 | 21,192 | | Total | 118,798 | 71,712 | Ageing Analysis of Trade Receivables (Net of Provision) | Ageing | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 0 to 30 days | 67,880 | 26,084 | | 31 to 90 days | 2,128 | 11,598 | | 91 to 180 days | 204 | 410 | | Over 180 days | 6,401 | 2,206 | | Total | 76,613 | 40,298 | - Trade receivables are net of provision for expected credit losses of HK$17.264 million (December 31, 2024: HK$15.459 million)41 Share Capital As of June 30, 2025, the company's authorized ordinary share capital was HK$100 million, with issued and fully paid ordinary shares amounting to HK$14.459 million, at a par value of HK$0.01 per share Share Capital Structure | Item | Number of Shares | Share Capital (HK$'000) | | :--- | :--- | :--- | | Authorized ordinary shares (par value HK$0.01 per share) | 10,000,000,000 | 100,000 | | Issued and fully paid ordinary shares (par value HK$0.01 per share) | 1,445,849,998 | 14,459 | Trade and Other Payables As of June 30, 2025, total trade and other payables amounted to HK$111.3 million, including trade payables of HK$37.906 million and accrued purchases and service costs of HK$60.886 million Trade and Other Payables | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Trade payables | 37,906 | 33,407 | | Accrued purchases and service costs | 60,886 | 53,482 | | Amounts due to directors of subsidiaries | 5,168 | 7,156 | | Other payables and accrued expenses | 7,388 | 4,900 | | Total | 111,348 | 98,945 | Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 0 to 30 days | 36,033 | 22,682 | | 31 to 90 days | 1,496 | 9,750 | | Over 90 days | 377 | 975 | | Total | 37,906 | 33,407 | Related Party Transactions For the six months ended June 30, 2025, the Group had no related party transactions, and details of key management personnel compensation have been disclosed - For the six months ended June 30, 2025, and June 30, 2024, there were no related party transactions46 - Details of key management personnel compensation are set out in note 7 to the financial statements47 Bank Borrowings As of June 30, 2025, the Group had no bank borrowings, compared to approximately HK$0.3 million in secured bank borrowings as of December 31, 2024, with existing credit facilities secured by assignment of life insurance policies and a corporate guarantee Bank Borrowings | Item | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Secured bank borrowings | – | 262 | - The Group's interest-bearing bank borrowings are secured by an assignment of life insurance policies purchased for the Company's directors and a corporate guarantee of HK$31 million provided by the Company48 Management Discussion and Analysis This section provides an overview of the Group's business performance, financial position, and future outlook, including a detailed review of operational and financial results Business Review and Outlook The Group achieved a net profit of HK$3.1 million in interim 2025, reversing a loss from the prior period, primarily due to increased gross profit and reduced administrative expenses, and will continue to strengthen core competencies and expand IT solutions despite macroeconomic uncertainties - In interim 2025, a profit of approximately HK$3.1 million was recorded, compared to a net loss of approximately HK$0.6 million in interim 2024, achieving a turnaround50 - The turnaround was mainly due to an increase in gross profit of approximately HK$3.4 million (IT infrastructure solution services and IT maintenance and support services gross profit increase) and a decrease in administrative and general expenses of approximately HK$1.5 million50 - Looking ahead, the Group will continue to prudently and flexibly manage costs and allocate resources, strengthen its risk management framework, and commit to enhancing core competencies and expanding its portfolio of value-added IT solutions54 Provision of IT Development Solution Services Revenue from this segment accounted for approximately 25.9% of total revenue in interim 2025, decreasing by 5.9% from HK$59.3 million in interim 2024 to HK$55.8 million in interim 2025, mainly due to slightly slower project revenue recognition Revenue from IT Development Solution Services | Indicator | Interim 2025 (HK$'000) | Interim 2024 (HK$'000) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 55,800 | 59,300 | -5.9% | | Percentage of total revenue | 25.9% | - | - | - The decrease in revenue was mainly due to slightly slower progress in project revenue recognition in interim 202551 Provision of IT Infrastructure Solution Services Revenue from this segment accounted for approximately 62.1% of total revenue in interim 2025, increasing by 35.2% from HK$99.1 million in interim 2024 to HK$133.9 million in interim 2025, primarily due to an increase in the total number of projects and contract values Revenue from IT Infrastructure Solution Services | Indicator | Interim 2025 (HK$'000) | Interim 2024 (HK$'000) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 133,900 | 99,100 | +35.2% | | Percentage of total revenue | 62.1% | - | - | - The increase was mainly due to an increase in the total number of projects obtained and an increase in the total contract value of IT infrastructure solution services projects in interim 202552 Provision of IT Maintenance and Support Services Revenue from this segment accounted for approximately 12.0% of total revenue in interim 2025, increasing by 14.1% from HK$22.8 million in interim 2024 to HK$26.0 million in interim 2025, mainly due to an increase in average contract value Revenue from IT Maintenance and Support Services | Indicator | Interim 2025 (HK$'000) | Interim 2024 (HK$'000) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 26,000 | 22,800 | +14.1% | | Percentage of total revenue | 12.0% | - | - | - The increase in revenue was mainly due to an increase in the average contract value of IT maintenance and support services in interim 202553 Prospects and Outlook The Group demonstrated resilience and achieved a turnaround in a complex and volatile global economic environment, though macroeconomic uncertainties persist, with future plans including prudent cost management, strengthened risk management, and seizing opportunities in emerging areas - The macroeconomic environment remains uncertain, with persistent inflationary pressures, high interest rates, and geopolitical tensions continuing to affect consumer and business investment confidence54 - The Group will continue to prudently and flexibly manage costs and allocate resources, strengthen its risk management framework, and commit to enhancing core competencies and expanding its portfolio of value-added IT solutions54 - The aim is to seize opportunities in emerging areas such as cloud integration, AI-driven analytics, and enterprise automation to enhance service quality and diversify revenue streams54 Financial Review In interim 2025, revenue increased by 19.1% year-on-year to HK$215.7 million, and gross profit grew by 9.8% to HK$38.3 million, though gross margin slightly decreased, with selling and administrative expenses varying, resulting in a profit for the period of HK$3.1 million Revenue Interim 2025 revenue was approximately HK$215.7 million, an increase of 19.1% compared to interim 2024, primarily driven by increased revenue from IT infrastructure solution services and maintenance and support services Revenue Changes | Indicator | Interim 2025 (HK$'000) | Interim 2024 (HK$'000) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 215,700 | 181,200 | +19.1% | | Increase in IT infrastructure solution services revenue | 34,800 | - | - | | Increase in IT maintenance and support services revenue | 3,200 | - | - | | Decrease in IT development solution services revenue | (3,500) | - | - | Gross Profit and Gross Margin Gross profit increased by 9.8% from HK$34.8 million in interim 2024 to HK$38.3 million in interim 2025, but gross margin decreased from 19.2% to 17.7%, mainly due to lower gross margins from certain IT development solution services Gross Profit and Gross Margin Changes | Indicator | Interim 2025 | Interim 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Gross Profit (HK$'000) | 38,300 | 34,800 | +9.8% | | Gross Margin | 17.7% | 19.2% | -1.5 percentage points | - The decrease in gross margin was mainly due to a decrease in gross margin from certain IT development solution services with relatively lower gross margins in interim 202556 Selling Expenses Interim 2025 selling expenses were approximately HK$7.5 million, an increase of 6.4% compared to the prior period, primarily due to higher salaries for sales personnel and increased sales commissions Selling Expenses Changes | Indicator | Interim 2025 (HK$'000) | Interim 2024 (HK$'000) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Selling expenses | 7,500 | 7,000 | +6.4% | | Increase in sales personnel salaries | 300 | - | - | | Increase in sales commissions | 200 | - | - | Administrative and General Expenses Interim 2025 administrative and general expenses were approximately HK$26.1 million, a decrease of 5.3% compared to the prior period, mainly due to reduced staff salaries from a decrease in headcount, partially offset by increased depreciation expenses for right-of-use assets Administrative and General Expenses Changes | Indicator | Interim 2025 (HK$'000) | Interim 2024 (HK$'000) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Administrative and general expenses | 26,100 | 27,600 | -5.3% | | Decrease in staff salaries | (2,200) | - | - | | Increase in depreciation expenses for right-of-use assets | 500 | - | - | Profit/(Loss) for the Period and Total Comprehensive Income/(Loss) Interim 2025 recorded a profit of HK$3.1 million, compared to a loss of HK$0.6 million in interim 2024, primarily due to the net effect of increased gross profit and reduced administrative expenses, with total comprehensive income at HK$3.0 million Profit/(Loss) for the Period and Total Comprehensive Income/(Loss) | Indicator | Interim 2025 (HK$'000) | Interim 2024 (HK$'000) | | :--- | :--- | :--- | | Profit/(Loss) for the period | 3,100 | (600) | | Total comprehensive income/(loss) | 3,000 | (700) | - Profit for the period was mainly due to the net effect of an increase in gross profit of approximately HK$3.4 million and a decrease in administrative and general expenses of approximately HK$1.5 million59 - Total comprehensive income includes exchange differences arising from the translation of overseas operations and actuarial losses on long service payment obligations59 Liquidity and Financial Resources The Group primarily funds its operations through cash generated from operating activities, with cash and cash equivalents increasing to HK$56.8 million as of June 30, 2025, no bank borrowings, and a gearing ratio of 24.2% Liquidity Position | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Cash and cash equivalents | 56,800 | 31,200 | | Bank borrowings | – | 300 | | Gearing ratio | 24.2% | 11.1% | - The Group has a credit facility of HK$10 million from The Bank of East Asia, secured by an assignment of life insurance policies and a corporate guarantee of HK$31 million provided by the Company60 Capital Structure As of June 30, 2025, the company's capital structure comprised issued share capital and reserves - The Company's capital structure comprises issued share capital and reserves, and bank borrowings (although there were no bank borrowings at the end of the current period)62 Material Investments In interim 2025, the Group did not hold any material equity investments in other companies - As of interim 2025, the Group did not hold any material investments in the equity of any other companies63 Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures In interim 2025, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures - As of interim 2025, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, and joint ventures64 Employees and Remuneration Policy As of June 30, 2025, the Group had 148 employees, with total staff costs of approximately HK$47.7 million, and its remuneration policy is regularly reviewed by the Remuneration Committee Employees and Remuneration | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total number of employees | 148 | 166 | | Total staff costs (HK$'000) | 47,700 | 46,300 | - The remuneration policy is regularly reviewed with reference to the legal framework, market conditions, and the Group and individual employee performance65 - The remuneration policy and terms for executive directors and senior management members are reviewed by the Remuneration Committee65 Share Option Scheme The company's share option scheme was adopted on June 22, 2018, with a total of 68,427,536 share options remaining unexercised as of June 30, 2025, representing approximately 4.73% of the issued shares Share Option Scheme Details (as of June 30, 2025) | Category of Participant | Grant Date | Exercise Period | Exercise Price (HK$/share) | Number of Unexercised Share Options | | :--- | :--- | :--- | :--- | :--- | | Executive Director Mr. Yu Hon Tung | August 16, 2021 | August 16, 2021 to August 15, 2031 | 0.152 | 987,826 | | Executive Director Mr. Lo Cheung Moon | August 20, 2021 | August 20, 2021 to August 19, 2031 | 0.154 | 735,725 | | Executive Director Mr. Leung Cheong Yu | August 20, 2021 | August 20, 2021 to August 19, 2031 | 0.154 | 735,725 | | Chief Executive Officer Mr. Lam Tai Wai | August 16, 2021 | August 16, 2021 to August 15, 2031 | 0.152 | 9,878,261 | | Other Employees | August 16, 2021 | August 16, 2021 to August 15, 2031 | 0.152 | 24,633,913 | | Other Employees | August 20, 2021 | August 20, 2021 to August 19, 2031 | 0.154 | 31,456,086 | | Total | | | | 68,427,536 | - The share option scheme was adopted on June 22, 201866 - The maximum number of shares that may be issued upon exercise of all options is 68,427,536 shares, representing approximately 4.73% of the Company's issued shares as of June 30, 202568 Future Plans for Material Investments or Capital Assets As of June 30, 2025, the Group had no other material investment or capital asset plans apart from those disclosed in the rights issue prospectus - As of June 30, 2025, there were no other material investment or capital asset plans apart from those disclosed in the rights issue prospectus69 Pledge of Group Assets As of June 30, 2025, the Group had no other pledged assets, except for bank financing secured by an assignment of life insurance policies purchased for the Company's directors and a corporate guarantee of HK$31 million provided by the Company - Bank financing is secured by an assignment of life insurance policies purchased for the Company's directors and a corporate guarantee of HK$31 million provided by the Company70 Exposure to Fluctuations in Exchange Rates The Group primarily operates in Hong Kong, Singapore, and China, with foreign currency risk mainly arising from financial instruments denominated in USD, SGD, and RMB, and management monitors exchange rate risk on a case-by-case basis without hedging strategies - The Group primarily operates in Hong Kong, Singapore, and China, with transactions denominated and settled in HK dollars, Singapore dollars, and Renminbi71 - Foreign currency risk primarily arises from trade receivables, cash and cash equivalents, trade payables, and bank borrowings denominated in USD, SGD, and RMB71 - The Group has not adopted any hedging strategies, but management continues to monitor exchange rate risk on a case-by-case basis71 Purchase, Sale or Redemption of the Company's Listed Securities In interim 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - In interim 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities72 Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities and was not aware of any pending or potential material legal proceedings - As of June 30, 2025, the Group had no significant contingent liabilities and was not aware of any pending or potential material legal proceedings involving the Group73 Directors' and Chief Executive's Interests As of June 30, 2025, directors and the chief executive held interests in the company's shares, with Chairman Mr. Yu Hon Tung holding 31.80% through a controlled corporation and beneficially owning 0.07% of shares, and other executive directors and the chief executive also holding share option interests Directors' and Chief Executive's Interests in the Company's Shares | Director/Chief Executive | Nature of Interest | Number and Class of Securities | Approximate Percentage | | :--- | :--- | :--- | :--- | | Mr. Yu Hon Tung | Interest in controlled corporation | 459,810,000 ordinary shares (L) | 31.80% | | Mr. Yu Hon Tung | Beneficial owner | 987,826 ordinary shares (L) | 0.07% | | Mr. Lo Cheung Moon | Beneficial owner | 735,725 ordinary shares (L) | 0.05% | | Mr. Leung Cheong Yu | Beneficial owner | 735,725 ordinary shares (L) | 0.05% | | Mr. Lam Tai Wai | Beneficial owner | 9,878,261 ordinary shares (L) | 0.68% | - Vigorous King Limited is 100% owned by Mr. Yu Hon Tung, who is therefore deemed to be interested in the shares held by Vigorous King Limited76 - Beneficially owned shares are derived from share option interests granted under the Company's share option scheme77 Substantial Shareholders' Interests As of June 30, 2025, Vigorous King Limited was the largest shareholder, holding 31.80% of shares, while Ms. Tong Po Kei (spouse of Mr. Yu Hon Tung) was deemed to hold 31.87% of shares, with other substantial shareholders including Ms. Yiu Wai Kei, Mr. Lam Sze Chun, and companies controlled by him Substantial Shareholders' Interests in the Company's Shares | Shareholder | Capacity/Nature of Interest | Number and Class of Securities | Approximate Percentage | | :--- | :--- | :--- | :--- | | Vigorous King Limited | Beneficial owner | 459,810,000 ordinary shares (L) | 31.80% | | Ms. Tong Po Kei | Spouse interest | 460,797,826 ordinary shares (L) | 31.87% | | Ms. Yiu Wai Kei | Beneficial owner | 73,400,000 ordinary shares (L) | 5.08% | | Mr. Leung Wan Hung | Spouse interest | 73,400,000 ordinary shares (L) | 5.08% | | Mr. Lam Sze Chun | Beneficial owner | 134,350,000 ordinary shares (L) | 9.29% | | Goldlink Hong Kong Investment Limited | Beneficial owner | 50,000,000 ordinary shares (L) | 3.46% | | Fortune Creation Hong Kong Investment Limited | Beneficial owner | 50,000,000 ordinary shares (L) | 3.46% | - Vigorous King Limited is 100% owned by Mr. Yu Hon Tung83 - Ms. Tong Po Kei is the spouse of Mr. Yu Hon Tung, and Mr. Leung Wan Hung is the spouse of Ms. Yiu Wai Kei, and are deemed to be interested in the relevant interests under the Securities and Futures Ordinance83 - Goldlink Hong Kong Investment Limited and Fortune Creation Hong Kong Investment Limited are both 100% owned by Mr. Lam Sze Chun83 Required Standard of Securities Transactions by Directors The company has adopted a code of conduct for directors' securities transactions and confirmed full compliance with this code during the reporting period - The Company has adopted a code of conduct whose terms are no less exacting than the required standard set out in Rules 5.48 to 5.67 of the GEM Listing Rules82 - The Directors are satisfied that the standards set out in the code of conduct have been fully complied with throughout the accounting period covered by this report82 Corporate Governance Practices The company has adopted the Corporate Governance Code but has deviations regarding the combined roles of Chairman and CEO and insurance arrangements for directors' legal actions, which the Board believes are in the company's best interests and risks are manageable - The Company has adopted the Corporate Governance Code as set out in Appendix C1 to the GEM Listing Rules and has complied with it throughout interim 2025, save for certain deviations84 - The deviation is that the roles of Chairman and Chief Executive Officer are combined and held by Mr. Yu Hon Tung, which the Board believes is in the best interests of the Group84 - The Company currently has no insurance arrangements for legal actions against directors, as the Board believes the risks faced by directors are relatively low and manageable due to efficient risk management and internal control systems85 Use of Proceeds The Group through a rights issue raised net proceeds of approximately HK$29.9 million, with HK$18 million utilized for IT development solution services in China and working capital as of June 30, 2025, and the remaining balance expected to be fully utilized by December 31, 2025 Use of Proceeds from Rights Issue | Purpose | As stated in Rights Issue Prospectus (HK$ million) | Actual utilization as of June 30, 2025 (HK$ million) | Balance as of June 30, 2025 (HK$ million) | Expected timeline for full utilization of remaining net proceeds | | :--- | :--- | :--- | :--- | :--- | | Development and cultivation of new energy vehicle industry | 11.9 | – | 11.9 | December 31, 2025 | | Expansion of IT development solution services in China | 8.0 | 8.0 | – | Fully utilized | | Working capital and other general corporate purposes | 10.0 | 10.0 | – | Fully utilized | | Total | 29.9 | 18.0 | 11.9 | | - Development and cultivation of the new energy vehicle industry's use of proceeds experienced delays, mainly due to unfavorable external economic conditions in China, high inflation and interest rates, changes in promotional policies, and increased market competition89 - The remaining net proceeds are expected to be fully utilized by December 31, 202589 Audit Committee The Group's Audit Committee was established on June 22, 2018, with primary responsibilities including recommending external auditors, reviewing financial statements, and overseeing internal control procedures, and has reviewed the current period's financial statements, finding them to comply with applicable standards - The Audit Committee was established on June 22, 2018, and adopted terms of reference in compliance with code provision D.3.3 of the Code90 - Its primary responsibilities include making recommendations on the appointment, reappointment, and removal of external auditors, reviewing the Company's financial statements and making judgments on financial reporting, and overseeing the effectiveness of the Group's internal control procedures90 - The Audit Committee has reviewed the Group's unaudited financial statements for the six months ended June 30, 2025, and is of the opinion that they have been prepared in accordance with applicable accounting standards, the GEM Listing Rules, and other applicable legal requirements90 Dividends The Board of Directors has resolved not to declare a dividend for the six months ended June 30, 2025 - The Board of Directors has resolved not to declare a dividend for the six months ended June 30, 202591 Disclosure of Information This report will be published on the HKEX website and the company's website and promptly dispatched to shareholders - This report will be published on the HKEX website (http://www.hkexnews.hk) and the Company's website (http://www.kinetix.com.hk)[92](index=92&type=chunk) Material Events After the Reporting Period No material events occurred after the interim 2025 reporting period, other than those disclosed elsewhere in this report - No material events occurred after the interim 2025 reporting period, other than those disclosed elsewhere in this report93
倢冠控股(08606) - 2025 - 中期财报