细叶榕科技(08107) - 2025 - 中期业绩

Company Information Board and Committee Composition The company's board members changed, with Mr. Zhuo Jiajun resigning as executive director and from several committee positions, and Mr. Chen Ting appointed as a Remuneration Committee member and Compliance Officer - Executive Director Mr. Zhuo Jiajun resigned on June 24, 2025, and Mr. Chen Ting was appointed as a member of the Remuneration Committee and Compliance Officer[11] - Professor Yang Mengzhang, Chairman of the Nomination Committee, was re-designated on August 29, 2025, Mr. Chen Ting resigned, and Ms. Chen Xiao was appointed[11] Company Basic Information The company's headquarters and principal place of business are in Central, Hong Kong, with stock code 8107, and details of principal bankers and auditors are disclosed - Company headquarters and principal place of business in Hong Kong are located at 4/F, Hua Yuan Building, 149 Queen's Road Central, Hong Kong[12] - Company stock code is 8107, and the official website is www.ficustech.com[13](index=13&type=chunk) Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Profit or Loss Overview For the six months ended June 30, 2025, revenue significantly decreased by 41.6% to HKD 9,112 thousand, gross profit sharply reduced to HKD 515 thousand, loss for the period expanded to HKD 13,549 thousand, and basic loss per share was HKD 0.99 cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 9,112 | 15,612 | -41.6% | | Cost of sales | (8,597) | (8,627) | -0.3% | | Gross profit | 515 | 6,985 | -92.6% | | Other income, gains and losses, net | 729 | 574 | 27.0% | | Selling and distribution expenses | (288) | (665) | -56.7% | | Administrative expenses | (13,967) | (13,361) | 4.5% | | Finance costs | (400) | (712) | -43.9% | | Loss before tax | (13,411) | (7,179) | 86.8% | | Income tax expense | (138) | (264) | -47.7% | | Loss for the period | (13,549) | (7,443) | 82.0% | | Loss per share — Basic (HK cents) | (0.99) | (0.55) | 80.0% | - Other comprehensive expenses for the period amounted to HKD 378 thousand due to exchange differences[14] Unaudited Condensed Consolidated Statement of Financial Position Balance Sheet Overview As of June 30, 2025, total assets were HKD 48,556 thousand, but net current liabilities expanded to HKD 19,921 thousand, resulting in a negative shareholders' equity of HKD 1,809 thousand Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 23,347 | 25,128 | -7.1% | | Current assets | 25,209 | 15,975 | 57.8% | | Current liabilities | 45,130 | 33,500 | 34.7% | | Net current liabilities | (19,921) | (17,525) | 13.7% | | Total assets less current liabilities | 3,426 | 7,603 | -55.0% | | Non-current liabilities | 5,235 | 6,564 | -20.2% | | Shareholders' equity (deficit) | (1,809) | 1,039 | -274.1% | - Trade and other receivables, prepayments, and deposits increased from HKD 15,750 thousand to HKD 24,695 thousand, while bank balances and cash increased from HKD 225 thousand to HKD 514 thousand[15] - Trade and other payables increased from HKD 22,397 thousand to HKD 35,195 thousand[15] Unaudited Condensed Consolidated Statement of Changes in Equity Analysis of Changes in Equity As of June 30, 2025, share capital increased due to new share placements, but total equity turned from a positive HKD 1,039 thousand on January 1, 2025, to a deficit of HKD 1,809 thousand due to loss for the period and exchange differences Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30, 2025) | Indicator | June 30, 2025 (HKD thousands) | January 1, 2025 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Share capital | 13,731 | 13,545 | 186 | | Share premium | 88,552 | 77,659 | 10,893 | | Other reserves | (103,262) | (103,262) | 0 | | Translation reserve | (7,740) | (7,362) | (378) | | Retained profits | 6,910 | 20,459 | (13,549) | | Total equity | (1,809) | 1,039 | (2,848) | - Share placements resulted in an equity increase of HKD 11,079 thousand[16] - Loss for the period and total comprehensive expenses amounted to HKD 13,927 thousand, leading to a significant reduction in retained profits[16] Unaudited Condensed Consolidated Statement of Cash Flows Cash Flow Overview For the six months ended June 30, 2025, net cash outflow from operating activities increased to HKD 6,576 thousand, but net cash inflow from financing activities was HKD 8,182 thousand, resulting in cash and cash equivalents increasing to HKD 514 thousand at period-end Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (6,576) | (1,442) | (5,134) | | Net cash used in investing activities | (948) | (3,048) | 2,100 | | Net cash from (used in) financing activities | 8,182 | (16,645) | 24,827 | | Net increase (decrease) in cash and cash equivalents | 658 | (21,135) | 21,793 | | Cash and cash equivalents at end of period | 514 | 964 | (450) | - Net cash from financing activities shifted from a net outflow in 2024 to a net inflow in 2025, primarily due to new share placements[18] Notes to the Unaudited Condensed Consolidated Financial Statements 1. General Information The company was incorporated in the Cayman Islands and listed on GEM, with its name changed to "Ficus Technology Holdings Limited", and its principal businesses include apparel sales, innovative anti-counterfeiting products, and building materials agency services - The company was incorporated in the Cayman Islands on January 19, 2017, and listed on GEM of the Hong Kong Stock Exchange on May 4, 2018[19] - The company name changed from "Vision International Holdings Limited" to "Ficus Technology Holdings Limited" on July 24, 2024[19] - The Group is principally engaged in: (i) sales of apparel and related products and provision of supply chain management services; (ii) sales of innovative anti-counterfeiting, traceability, and marketing products and related solutions, and provision of supply chain management solutions; and (iii) provision of agency services for building and related materials[20] 2. Basis of Preparation and Principal Accounting Policies The condensed consolidated financial statements are prepared in accordance with HKAS 34 and presented in HKD, with the company facing significant going concern uncertainties, but management has formulated plans to address these, including fundraising, shareholder financial support, and property disposal - As of June 30, 2025, the Group incurred a net loss of approximately HKD 13,549 thousand, net current liabilities of approximately HKD 19,921 thousand, and approximately HKD 6,811 thousand of borrowings were in default due to covenant breaches[22] - To address going concern uncertainties, the company plans to raise USD 25 million (approximately HKD 195 million) through share issuance to investors and has secured financial support from Chairman Mr. Chen[23][24] - The company also plans to dispose of a property in Tai Nan West Street, Kowloon, Hong Kong, for HKD 16,050 thousand to repay borrowings and seek bank support[24] 3. Operating Segments The Group's operating segments include apparel and other products and supply chain management services, innovative supply chain management solutions, and agency services for building materials, with 2025 H1 revenue primarily from apparel and other products and supply chain management services, mainly from Chinese customers, and no revenue from innovative supply chain management solutions - The Group's reportable segments include: 1. Sales of apparel and related products and provision of supply chain management services; 2. Sales of innovative anti-counterfeiting, traceability, and marketing products and related solutions, and provision of supply chain management solutions; and 3. Provision of agency services for building and related materials[27] Segment Revenue and Results (For the six months ended June 30) | Segment | 2025 Revenue (HKD thousands) | 2025 Profit (Loss) (HKD thousands) | 2024 Revenue (HKD thousands) | 2024 Profit (Loss) (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Apparel and other products and supply chain management services | 9,112 | 515 | 3,000 | 2,126 | | Building materials | – | – | 46 | (1) | | Innovative supply chain management solutions | – | – | 12,566 | 3,761 | | Consolidated | 9,112 | 515 | 15,612 | 5,886 | - In the first half of 2025, the Group's revenue from external customers primarily originated from China (HKD 9,112 thousand), compared to China (HKD 12,566 thousand) and Hong Kong (HKD 3,000 thousand) in the same period of 2024[32] 4. Revenue from Contracts with Customers The Group's revenue from contracts with customers in the first half of 2025 primarily derived from sales of other products (apparel and other products and supply chain management services segment), totaling HKD 9,112 thousand, all recognized at a point in time and entirely from the Chinese market Revenue from Contracts with Customers by Major Product Line and Business (For the six months ended June 30) | Product Line/Business | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Apparel and other products and supply chain management services — Sales of other products | 9,112 | – | | Apparel and other products and supply chain management services — Provision of supply chain management services | – | 3,000 | | Building materials — Agency fees for building and related materials | – | 46 | | Innovative supply chain management solutions — Sales of anti-counterfeiting, traceability, and marketing products and related solutions | – | 12,566 | | Total | 9,112 | 15,612 | - All revenue in 2025 was recognized at a point in time, whereas in 2024, some revenue was recognized over time (provision of supply chain management services related to apparel products)[39] - All revenue in 2025 originated from the Chinese market, while in 2024, it came from China, Hong Kong, and Cambodia[40] 5. Other Income, Gains and Losses, Net For the six months ended June 30, 2025, other income, gains and losses, net increased to HKD 729 thousand, primarily contributed by rental income, with net impairment loss on trade receivables being zero Other Income, Gains and Losses, Net (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Net impairment loss on trade receivables | – | (44) | | Rental income | 512 | 549 | | Net exchange loss | (9) | (17) | | Others | 226 | 86 | | Total | 729 | 574 | - No net impairment loss on trade receivables was incurred in the first half of 2025, compared to HKD 44 thousand in the same period of 2024[42] 6. Income Tax Expense For the six months ended June 30, 2025, income tax expense decreased to HKD 138 thousand, primarily from PRC enterprise income tax, with Hong Kong profits tax rate at 16.5% and PRC enterprise income tax rate at 25% Income Tax Expense (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | PRC enterprise income tax — Current year | 138 | 341 | | Deferred tax | – | (77) | | Total | 138 | 264 | - Hong Kong profits tax is calculated at 16.5%, and the PRC subsidiary tax rate is 25%[44] 7. Loss for the Period For the six months ended June 30, 2025, total employee benefit expenses deducted from loss for the period increased to HKD 9,949 thousand, with a significant increase in wages and other benefits, and changes in depreciation and amortization expenses Items Deducted from Loss for the Period (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Directors' emoluments | 795 | 850 | | Wages and other benefits | 8,915 | 6,231 | | Contributions to retirement benefit schemes | 239 | 224 | | Total employee benefit expenses | 9,949 | 7,305 | | Auditor's remuneration | 200 | 200 | | Depreciation of property, plant and equipment | 1,007 | 918 | | Depreciation of investment properties | 520 | – | | Depreciation of right-of-use assets | 1,202 | 969 | | Amortisation of intangible assets | – | 500 | | Cost of inventories recognised as cost of sales | 8,597 | 8,627 | - Wages and other benefits increased from HKD 6,231 thousand to HKD 8,915 thousand, leading to a significant increase in total employee benefit expenses[45] - New depreciation of investment properties of HKD 520 thousand was incurred in the first half of 2025, while amortization of intangible assets was zero[45] 8. Dividends The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (nil for the same period in 2024)[46] 9. Loss Per Share For the six months ended June 30, 2025, basic loss per share was HKD 0.99 cents, an increase from HKD 0.55 cents in the same period of 2024, primarily due to increased loss for the period Loss Per Share Calculation (For the six months ended June 30) | Indicator | 2025 (HKD thousands/thousand shares) | 2024 (HKD thousands/thousand shares) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company used in the calculation of basic and diluted loss | (13,549) | (7,443) | | Weighted average number of ordinary shares used in the calculation of basic and diluted loss per share | 1,371,412 | 1,354,500 | | Loss per share — Basic (HK cents) | (0.99) | (0.55) | - Diluted loss per share for both periods is not presented as there were no potential ordinary shares outstanding during either period[48] 10. Property, Plant and Equipment Property, plant and equipment are depreciated using the straight-line method, with annual depreciation rates including leasehold land and buildings (over the remaining lease term), computer and office equipment (20%), and leasehold improvements (10%) - Leasehold land and buildings are depreciated over the remaining lease term[49] - Computer and office equipment are depreciated at an annual rate of 20%, and leasehold improvements at an annual rate of 10%[49] 11. Investment Properties Investment properties are depreciated using the straight-line method over the lease term, and as of June 30, 2025, all investment properties were pledged to secure bank financing - Investment properties are depreciated using the straight-line method over the lease term[50] - As of June 30, 2025, all of the Group's investment properties were pledged to secure bank financing granted to the Group[50] 12. Trade and Other Receivables, Prepayments and Deposits As of June 30, 2025, total trade receivables amounted to HKD 16,444 thousand, with HKD 9,266 thousand aged 0 to 30 days and HKD 7,178 thousand aged over 90 days - The Group grants credit periods of 30 to 90 days, with some customers extending up to 180 days[51] Ageing Analysis of Trade Receivables (As of June 30, 2025) | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 9,266 | – | | Over 90 days | 7,178 | 7,902 | | Total | 16,444 | 7,902 | 13. Trade and Other Payables As of June 30, 2025, total trade payables amounted to HKD 9,389 thousand, with HKD 8,741 thousand aged 0 to 30 days and HKD 648 thousand aged over 91 days Ageing Analysis of Trade Payables (As of June 30, 2025) | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 8,741 | – | | Over 91 days | 648 | 254 | | Total | 9,389 | 254 | 14. Bank Borrowings As of June 30, 2025, the Group had HKD 6,811 thousand in borrowings in default due to non-compliance with loan covenants, which may be subject to immediate repayment, but no demand for immediate repayment had been received from the bank as of the report publication date - As of June 30, 2025, the Group had HKD 6,811 thousand in borrowings in default due to non-compliance with loan covenants (December 31, 2024: HKD 7,474 thousand)[54] - Despite the default, as of the date of publication of the condensed consolidated financial statements, the Group had not received any demand for immediate repayment from the bank[54] 15. Share Capital As of June 30, 2025, the company's issued share capital was HKD 13,731 thousand, with 1,373,145,000 shares issued, having completed two share placements and a share split in 2024 Changes in Share Capital (As of June 30, 2025) | Item | Number of Shares | Share Capital (HKD thousands) | | :--- | :--- | :--- | | As at December 31, 2024 (ordinary shares of HKD 0.01 each) | 1,354,500,000 | 13,545 | | First share placement in 2025 | 13,430,000 | 134 | | Second share placement in 2025 | 5,215,000 | 52 | | As at June 30, 2025 | 1,373,145,000 | 13,731 | - The first share placement in 2025 involved 13,430,000 shares, with net proceeds of approximately HKD 7.7 million used to strengthen sales of innovative anti-counterfeiting, traceability, and marketing products, enhance e-commerce platform operations, and for working capital[57][58] - The second share placement in 2025 involved 5,215,000 shares, with net proceeds of approximately HKD 3.1 million used to consolidate working capital[60][61] - The company completed a share split on July 24, 2024, subdividing each share of HKD 0.1 par value into ten (10) subdivided shares of HKD 0.01 par value each[62] 16. Related Party Transactions For the six months ended June 30, 2025, the Group had no other significant outstanding balances or material transactions with related parties - As at the end of the reporting period, the Group had no other significant outstanding balances or material transactions with related parties[64] 17. Events After the Reporting Period Except as disclosed elsewhere in the condensed consolidated financial statements, the Group had no other significant events after the reporting period and up to the date of this report - The Group had no other significant events after the reporting period and up to the date of this report[65] Management Discussion and Analysis Business Model The Group is an integrated supply chain management service provider focused on apparel customers, adopting a vertically integrated business model to offer end-to-end customized solutions, with businesses divided into apparel supply chain management and innovative supply chain management segments - The Group provides vertically integrated apparel supply chain management solutions, including market analysis, product design, raw material procurement, production supervision, quality control, intermediary services, trade facilitation, order fulfillment, and logistics coordination[67] - The innovative supply chain management segment integrates technology-driven value-added services such as anti-counterfeiting protection, product tracking systems, and interactive marketing solutions, combined with e-commerce solutions, to expand into apparel and non-apparel industries[68] Business Review During the review period, the Group continued to focus on synergistic growth in its apparel and innovative supply chain management segments, reallocating resources in China and Hong Kong, securing a USD 25 million commitment from an investor, and expecting significant revenue from collaborations with Chinese SME apparel brands and a strategic partnership with the 832 Platform - The Group targets small and medium-sized enterprise (SME) apparel brands and sportswear customers in China and Hong Kong, establishing a diversified customer acquisition framework by expanding into the China/Hong Kong markets[69] - A subscription agreement and supplemental agreement were entered into with an investor, securing a commitment of USD 25 million (approximately HKD 195 million) to support the development of the supply chain platform[69] - A memorandum of understanding was signed with a Shanghai SME apparel brand for raw material procurement, product development, and apparel supply chain management services, expected to generate RMB 3 million to RMB 5 million in monthly revenue in the second half of 2025[70] - The strategic cooperation agreement with a subsidiary of China Supply and Marketing Group was optimized to expand synergies between the 832 Platform and its supply chain cycle and ecosystem[70] - With sufficient working capital, the innovative supply chain management services are expected to generate HKD 10 million to HKD 20 million in revenue for the Group by the end of the 2025 financial year, based on a procurement and resale model[71] Financial Review The Group's revenue significantly decreased by 41.6% to HKD 9.1 million, primarily due to the loss of major customer orders, a cautious financial approach, and delayed business expansion, while gross margin sharply declined to 5.7% due to the absence of high-margin business from the innovative supply chain management segment, with administrative expenses slightly increasing but selling and distribution expenses and finance costs decreasing - Revenue decreased by approximately 41.6% from HKD 15.6 million to HKD 9.1 million, mainly due to the loss of major apparel customer procurement orders, a more cautious financial approach, and delayed business expansion in China and Hong Kong[72] - Gross profit decreased from HKD 7.0 million to HKD 0.5 million, and gross margin decreased from 44.7% to 5.7%, primarily because the innovative supply chain management segment did not generate high-margin revenue in the first half of 2025[74] - Selling and distribution expenses decreased by approximately 56.7% to HKD 0.3 million, mainly due to cost control measures[76] - Administrative expenses slightly increased to HKD 14.0 million, primarily due to increased rental expenses and staff costs, partially offset by reduced legal and professional fees, trademark amortization, and right-of-use assets[77] - Finance costs decreased by approximately 43.9% to HKD 0.4 million, mainly due to reduced bank borrowings[78] - Loss for the period and total comprehensive expenses expanded to HKD 13.5 million (compared to HKD 7.4 million in the same period of 2024)[80] - The Group pledged its property located in Tai Nan West Street, Kowloon, Hong Kong, to a bank to obtain bank financing[81] Use of Proceeds The net proceeds of HKD 7.7 million from the November 2024 share placement, completed on January 3, 2025, were fully utilized for staff salaries, professional fees, and other operating expenses, and the net proceeds of HKD 3.1 million from the January 2025 share placement, completed on February 25, 2025, were also fully utilized for staff salaries, professional fees, repayment of other payables, and other expenses Use of Proceeds from November 2024 Share Placement (As of June 30, 2025) | Planned Use | Net Proceeds (HKD millions) | Actual Use (HKD millions) | Unutilized (HKD millions) | | :--- | :--- | :--- | :--- | | Payment of staff salaries and related expenses | 5.3 | 5.3 | – | | Payment of professional fees and other service costs | 1.5 | 1.5 | – | | Others | 0.9 | 0.9 | – | | Total | 7.7 | 7.7 | – | Use of Proceeds from January 2025 Share Placement (As of June 30, 2025) | Planned Use | Net Proceeds (HKD millions) | Actual Use (HKD millions) | Unutilized (HKD millions) | | :--- | :--- | :--- | :--- | | Payment of staff salaries and related expenses | 1.3 | 1.3 | – | | Payment of professional fees and other service costs | 0.5 | 0.5 | – | | Repayment of other payables | 0.3 | 0.3 | – | | Others | 1.0 | 1.0 | – | | Total | 3.1 | 3.1 | – | Material Investments Held As of June 30, 2025, the Group did not hold any material investments - As of June 30, 2025, the Group did not hold any material investments[87] Capital Commitments and Contingent Liabilities As of June 30, 2025, the Group had no material capital commitments or contingent liabilities - As of June 30, 2025, the Group had no material capital commitments or any material contingent liabilities or guarantees[88] Foreign Exchange Risk The Group's revenue is primarily denominated in RMB, with some in HKD, and while USD foreign exchange risk is not significant due to the HKD peg, RMB foreign exchange risk is also considered not significant, but will be closely monitored and hedged if necessary - The Group's revenue is primarily denominated in RMB, with some in HKD[89] - The Group considers foreign exchange risk related to USD and RMB not significant but will closely monitor changes in foreign currency exchange rates and consider hedging when necessary[90] Prospects The Group's future strategic direction is to strengthen its core apparel supply chain management business and seize growth opportunities in the innovative supply chain management segment through technology-assisted services and platforms, adopting a more flexible grassroots strategy, supported by a USD 25 million subscription agreement with an investor, and expecting significant revenue from strategic cooperation with the 832 Platform by the end of the 2025 financial year - The Group will strengthen its core apparel supply chain management business and seize growth opportunities in the innovative supply chain management segment through technology-assisted supply chain management services and platforms[91] - The USD 25 million subscription agreement with an investor supports the development of strategic plans[91] - Strategic cooperation with the 832 Platform and its ecosystem is expected to achieve significant revenue contribution by the end of the 2025 financial year, subject to working capital allocation[92] Capital Structure, Liquidity and Financial Resources As of June 30, 2025, the Group had a total deficit of HKD 1.8 million, net current liabilities of HKD 19.9 million, a current ratio of 0.56 times, and a debt-to-equity ratio of -729.4% Overview of Capital Structure, Liquidity and Financial Resources (As of June 30, 2025) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total deficit (Total equity) | (HKD 1.8 million) | HKD 1.0 million | | Cash and cash equivalents | HKD 0.5 million | HKD 0.2 million | | Net current liabilities | HKD 19.9 million | HKD 17.5 million | | Current ratio | 0.56 times | 0.48 times | | Debt-to-equity ratio | -729.4% | 1,388.1% | - There have been no significant changes in the company's capital structure since December 31, 2024[94] Dividends The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (nil for the six months ended June 30, 2024)[95] Segment Information Segment information is disclosed in Note 3 to the unaudited condensed consolidated financial statements - Segment information is disclosed in Note 3 to the unaudited condensed consolidated financial statements[96] Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures For the six months ended June 30, 2025, the Group did not make any material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group did not make any material acquisitions or disposals of subsidiaries, associates, or joint ventures[97] Employees and Remuneration Policy As of June 30, 2025, the Group employed 16 full-time employees, a significant reduction from 53 in the same period of 2024, with staff costs increasing to HKD 10.0 million, and the company implementing a competitive remuneration system linking part of the compensation to business performance - As of June 30, 2025, the Group employed a total of 16 full-time employees (June 30, 2024: 53 full-time employees)[98] - For the six months ended June 30, 2025, the Group's staff costs were approximately HKD 10.0 million (same period in 2024: HKD 7.3 million)[98] - The company establishes a competitive remuneration system, linking part of employee compensation to business performance to incentivize employees for better results[98] Future Plans for Material Investments and Capital Assets As of June 30, 2025, the Group had no future plans involving material investments or capital assets - As of June 30, 2025, the Group had no plans involving material investments or capital assets[99] Other Information Disclosure of Interests As of June 30, 2025, Executive Director Mr. Chen Ting held 53.93% of the company's shares through his controlled corporation, Beaming Elite, which held 740,480,000 shares, while Arena Investors, LP held 18.98% long and 6.59% short positions, and Mr. Ng Kim Ming held a long position of 89,320,000 relevant shares through EnKai Directors' and Chief Executive's Interests in Shares of the Company (As of June 30, 2025) | Director Name | Nature and Capacity of Interest | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Chen Ting | Interest in controlled corporation | 740,480,000 (L) | 53.93% | Substantial Shareholders' and Other Persons' Interests in Shares and Underlying Shares of the Company (As of June 30, 2025) | Substantial Shareholder Name | Nature and Capacity of Interest | Number of Shares Held | Number of Relevant Shares Held under Share Options | Total Number of Shares and Relevant Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Beaming Elite | Beneficial owner | 740,480,000 (L) | – | 74,048,000 (L) | 53.93% | | Ms. Theresa Woo | Spouse's interest | 740,480,000 (L) | – | 74,048,000 (L) | 53.93% | | Arena Investors, LP | Investment manager | 257,065,000 (L) | 89,320,000 (S) | 25,880,000 (L) / 89,320,000 (S) | 18.98% (L) / 6.59% (S) | | Mr. Ng Kim Ming | Interest in controlled corporation | – | 89,320,000 (L) | 89,320,000 (L) | 6.59% | - Arena Investors, LP granted an option to EnKai Investments Pte. Ltd. for up to 96,000,000 shares, of which 89,320,000 shares remain outstanding[105] Directors' Rights to Acquire Shares or Debentures For the six months ended June 30, 2025, neither the company nor its subsidiaries participated in any arrangements enabling directors or chief executives to subscribe for securities of the company or its associated corporations - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries participated in any arrangements enabling the company's directors or chief executive to subscribe for securities of the company or any of its associated corporations[107] Competing Interests of Directors and Controlling Shareholders For the six months ended June 30, 2025, directors confirmed that no director, controlling shareholder, or their respective close associates had any business or interest in any company that competes or is likely to compete with the Group's business - Directors confirmed that no director, controlling shareholder, or their respective close associates had any business or interest in any company that competes or is likely to compete with the Group's business[108] Corporate Governance Practices and Compliance Matters The company is committed to maintaining high standards of corporate governance practices and has complied with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules for the six months ended June 30, 2025, except for the deviations noted - The company has complied with the code provisions set out in the Corporate Governance Code for the six months ended June 30, 2025, except for the deviations noted below[109] Directors' Securities Transactions The company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the required standard for directors' securities transactions, and all directors confirmed compliance for the six months ended June 30, 2025 - The company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the required standard for directors' securities transactions[110] - All directors confirmed their compliance with the required standard for the six months ended June 30, 2025[110] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[111] Share Option Scheme The company adopted a share option scheme on April 16, 2018, to incentivize eligible participants, effective for 10 years from the listing date, with no options granted, lapsed, exercised, or cancelled since adoption, and no outstanding options as of the report date - The company adopted a share option scheme on April 16, 2018, to provide individual equity and incentivize eligible participants for their contributions[112] - The share option scheme is effective for 10 years from the listing date, and eligible participants include employees, consultants, service providers, etc[112] - Since its adoption, no share options have been granted, lapsed, exercised, or cancelled, and there are no outstanding share options as of the date of this report[112] Audit Committee and Review of Accounts The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, and this report, confirming their compliance with applicable accounting standards and Listing Rules requirements - The Audit Committee comprises Mr. Choi Man Hon (Chairman), Dr. Lau Tai Wai, and Professor Yang Mengzhang, Engineer (all independent non-executive directors)[113] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, and this report, and considers them to be prepared in compliance with applicable accounting standards and Listing Rules requirements[113] Forward-Looking Statements This report contains forward-looking statements based on the directors' current thoughts, assumptions, and expectations, but these are subject to risks and uncertainties beyond the company's control, and actual results may differ materially - This report contains certain forward-looking statements or statements using certain forward-looking words, which are the current thoughts, assumptions, and expectations of the directors regarding the industry and markets in which they operate[114] - These forward-looking statements are subject to risks, uncertainties, and other factors beyond the company's control, which may cause actual results or performance to differ materially from those expressed or implied in such forward-looking statements[114]