细叶榕科技(08107) - 2025 - 中期财报

GEM Market Features and Report Declaration GEM Market Positioning and Investment Risk Warning The GEM market is designed for small and medium-sized companies, with higher investment risks, potential for significant market volatility, and no guarantee of liquidity; investors should exercise caution - The GEM market is positioned for small and medium-sized companies, entailing higher investment risks[1] - GEM securities may be subject to significant market volatility risks, and high liquidity cannot be guaranteed[1] Statement on Accuracy of Report Information This report's information is published in accordance with GEM Listing Rules, with directors collectively and individually assuming full responsibility for its accuracy, completeness, and absence of misleading or fraudulent content - This report's information is published in compliance with the GEM Listing Rules of the Stock Exchange[2] - Directors confirm the report's information is accurate, complete, and free from misleading or fraudulent content, assuming full responsibility[2] Company Information This section provides essential corporate details including board members, committee compositions, key personnel, and operational information Board Members The Board comprises executive directors Mr. Chan Ting (Chairman), Mr. Cheuk Ka Chun (resigned), and Ms. Chan Siu, alongside independent non-executive directors Dr. Lau Tai Bay, Professor Engineer Yeung Mang Cheung, and Mr. Choi Man On - Executive Directors include Mr. Chan Ting (Chairman), Mr. Cheuk Ka Chun (resigned on June 24, 2025), and Ms. Chan Siu[5] - Independent Non-Executive Directors include Dr. Lau Tai Bay, Professor Engineer Yeung Mang Cheung, and Mr. Choi Man On[5] Committee Composition The Audit Committee is chaired by Mr. Choi Man On, the Remuneration Committee by Dr. Lau Tai Bay, and the Nomination Committee by Professor Engineer Yeung Mang Cheung, with recent changes in board member appointments - The Audit Committee Chairman is Mr. Choi Man On[5] - The Remuneration Committee Chairman is Dr. Lau Tai Bay, with Mr. Chan Ting appointed on June 24, 2025[5] - The Nomination Committee Chairman is Professor Engineer Yeung Mang Cheung, with Mr. Chan Ting resigning on August 29, 2025, and Ms. Chan Siu appointed[5] Company Secretary and Compliance Officer Mr. Tam Chun Wai serves as Company Secretary, while Mr. Chan Ting was appointed Compliance Officer and Authorized Representative on June 24, 2025 - The Company Secretary is Mr. Tam Chun Wai[5] - The Compliance Officer and Authorized Representative, following Mr. Cheuk Ka Chun's resignation, was appointed to Mr. Chan Ting on June 24, 2025[5] Registered and Principal Place of Business The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in Hong Kong at 4/F, Wah Yuen Building, 149 Queen's Road Central, Central - The registered office is located in the Cayman Islands[5] - The headquarters and principal place of business in Hong Kong are located at 4/F, Wah Yuen Building, 149 Queen's Road Central, Central, Hong Kong[6] Principal Bankers and Auditor Key banking relationships include UOB, Hang Seng Bank, and Bank of Communications, with Elite Partners CPA Limited serving as the auditor - Principal bankers include United Overseas Bank Limited, Hong Kong Branch, Hang Seng Bank Limited, and Bank of Communications (Hong Kong) Limited[7] - The auditor is Elite Partners CPA Limited[7] Stock Code and Company Website The company's stock code is 8107, and its official website is www.ficustech.com - The stock code is 8107[7] - The company website is **www.ficustech.com**[7](index=7&type=chunk) Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's revenue significantly decreased by 41.6% to HKD 9,112 thousand, gross profit sharply declined to HKD 515 thousand from HKD 6,985 thousand, and loss for the period expanded to HKD 13,549 thousand, with basic loss per share at HKD 0.99 cents Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 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% | | Other comprehensive expenses for the period (net of income tax) | (378) | – | - | | Total comprehensive expenses attributable to owners of the Company | (13,927) | (7,443) | 87.1% | | Loss per share — Basic (HK cents) | (0.99) | (0.55) | 80.0% | Unaudited Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group transitioned from net assets to a net liability of HKD 1,809 thousand, with net current liabilities increasing to HKD 19,921 thousand, indicating a deteriorating financial position, while both total assets and total liabilities increased Unaudited Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | | | | | Property, plant and equipment | 5,798 | 5,857 | -1.0% | | Right-of-use assets | 1,933 | 3,135 | -38.3% | | Investment properties | 15,550 | 16,070 | -3.2% | | Deposits | 66 | 66 | 0.0% | | Total non-current assets | 23,347 | 25,128 | -7.1% | | Current assets | | | | | Trade and other receivables, prepayments and deposits | 24,695 | 15,750 | 56.8% | | Bank balances and cash | 514 | 225 | 128.4% | | Total current assets | 25,209 | 15,975 | 57.8% | | Current liabilities | | | | | Trade and other payables | 35,195 | 22,397 | 57.1% | | Bank borrowings | 7,960 | 8,611 | -7.5% | | Lease liabilities | 1,975 | 2,492 | -20.7% | | Total 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 | | | | | Bank borrowings | 5,235 | 5,811 | -10.0% | | Lease liabilities | – | 753 | -100.0% | | Total non-current liabilities | 5,235 | 6,564 | -20.2% | | (Deficit) Net assets | (1,809) | 1,039 | -274.1% | | Share capital | 13,731 | 13,545 | 1.4% | | Reserves | (15,540) | (12,506) | 24.2% | | Equity (Deficit) attributable to owners of the Company | (1,809) | 1,039 | -274.1% | Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the Group's shareholders' equity shifted from HKD 1,039 thousand at the beginning of the period to a deficit of HKD 1,809 thousand at the end, primarily due to a total loss and comprehensive expenses of HKD 13,927 thousand, partially offset by proceeds from new share placements Unaudited Condensed Consolidated Statement of Changes in Equity | Indicator | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Total equity at beginning of period | 1,039 | 62,359 | | Placement of new shares, net of expenses | 11,079 | – | | Loss and total comprehensive expenses for the period | (13,927) | (7,443) | | Total equity at end of period | (1,809) | 54,916 | - In the first half of 2025, share capital increased by HKD 186 thousand, and share premium increased by HKD 10,893 thousand, mainly from new share placements[10] - The exchange fluctuation reserve decreased by HKD 378 thousand due to exchange differences, and retained profits decreased by HKD 13,549 thousand due to loss for the period[10] Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group's cash and cash equivalents increased by HKD 658 thousand, mainly driven by net cash from financing activities of HKD 8,182 thousand, which offset cash outflows from operating and investing activities Unaudited Condensed Consolidated Statement of Cash Flows | Indicator | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | (6,576) | (1,442) | | Net cash used in investing activities | (948) | (3,048) | | Net cash from (used in) financing activities | 8,182 | (16,645) | | Net increase (decrease) in cash and cash equivalents | 658 | (21,135) | | Effect of foreign exchange rate changes | (369) | – | | Cash and cash equivalents at beginning of period | 225 | 22,099 | | Cash and cash equivalents at end of period | 514 | 964 | - Cash outflow from operating activities significantly increased from HKD 1,442 thousand in the same period of 2024 to HKD 6,576 thousand in 2025[12] - Cash flow from financing activities shifted from a net outflow of HKD 16,645 thousand in the same period of 2024 to a net inflow of HKD 8,182 thousand in 2025, which is the primary reason for the increase in cash at period-end[12] Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed explanatory notes to the unaudited condensed consolidated financial statements, covering general information, accounting policies, and specific financial items 1. General Information The Company was incorporated in the Cayman Islands in 2017, listed on GEM in 2018, and primarily engages in apparel and related product supply chain management, innovative anti-counterfeiting and marketing solutions, and building material agency services, with its name changed to "Ficus Technology Holdings Limited" in July 2024 - The Company was incorporated in the Cayman Islands on January 19, 2017, and listed on GEM of the Stock Exchange on May 4, 2018[13] - The Group primarily engages in the sale of apparel and related products, provision of supply chain management services, sale of innovative anti-counterfeiting, traceability, and marketing products and related support, and provision of agency services for building and related materials[14] - The company name was changed from "Wisdomcome International Holdings Limited" to "Ficus Technology Holdings Limited" on July 24, 2024[13] 2. Basis of Preparation and Principal Accounting Policies The condensed consolidated financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, presented in HKD, and despite significant going concern uncertainties, the directors have formulated plans including subscription agreements, shareholder financial support, and property sales to address liquidity pressures - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 issued by the HKICPA and the applicable disclosure requirements of Chapter 18 of the GEM Listing Rules[15] - As of June 30, 2025, the Group incurred a net loss of HKD 13,549 thousand, had net current liabilities of HKD 19,921 thousand, and some borrowings were in default due to breaches of loan covenants, indicating significant uncertainty regarding going concern[16] - To address going concern uncertainties, directors have formulated several plans, including a USD 25 million (approximately HKD 195 million) subscription agreement with an investor, financial support from controlling shareholder Mr. Chan, the sale of Hong Kong properties, and actively seeking bank support for loan restructuring[17][18] 3. Operating Segments The Group's operating segments include apparel and other products with supply chain management services, innovative supply chain management solutions, and building material agency services, with 2025 first-half revenue primarily from apparel and other products in China, while innovative supply chain solutions saw a significant revenue decline - The Group's reportable segments include: 1. Sale of apparel and related products and provision of supply chain management services for other products; 2. Sale of innovative anti-counterfeiting, traceability, and marketing products and related support, and provision of supply chain management solutions; and 3. Provision of agency services for building and related materials[21] Revenue by Operating Segment | Segment | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Apparel and other products and supply chain management services | 9,112 | 3,000 | 203.7% | | Building materials | – | 46 | -100.0% | | Innovative supply chain management solutions | – | 12,566 | -100.0% | | Total | 9,112 | 15,612 | -41.6% | Profit (Loss) by Operating Segment | Segment | Six Months Ended June 30, 2025 Profit (Loss) (HKD thousands) | Six Months Ended June 30, 2024 Profit (Loss) (HKD thousands) | | :--- | :--- | :--- | | Apparel and other products and supply chain management services | 515 | 2,126 | | Building materials | – | (1) | | Innovative supply chain management solutions | – | 3,761 | | Consolidated loss before tax | (13,411) | (7,179) | - In the first half of 2025, all external sales revenue was derived from apparel and other products and supply chain management services in China[26][34] - Major customer D contributed all revenue of HKD 9,112 thousand in the first half of 2025, whereas in the first half of 2024, major customers A, B, and C contributed most of the revenue[32] 4. Revenue from Contracts with Customers The Group's total revenue from contracts with customers for the first half of 2025 amounted to HKD 9,112 thousand, entirely from sales of other products and supply chain management services, recognized at a point in time, and primarily from the China market Revenue by Source | Revenue Source | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Apparel and other products and supply chain management services — Sale 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 — Sale of anti-counterfeiting, traceability, and marketing products and related support | – | 12,566 | | Total | 9,112 | 15,612 | - In the first half of 2025, all revenue was recognized at a point in time, while in the first half of 2024, HKD 3,000 thousand of revenue was recognized over time[33] - In the first half of 2025, all revenue originated from the China market, whereas in the first half of 2024, revenue came from China, Hong Kong, and Cambodia[34] 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, mainly due to higher rental and other income, with zero net provision for expected credit losses on trade receivables Other Income, Gains and Losses, Net | Item | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Net provision for expected credit losses on trade receivables | – | (44) | | Rental income | 512 | 549 | | Net exchange loss | (9) | (17) | | Others | 226 | 86 | | Total | 729 | 574 | - Other income, gains, and losses, net, increased by 27.0% year-on-year, primarily due to a HKD 140 thousand increase in other income[36] 6. Income Tax Expense For the six months ended June 30, 2025, income tax expense decreased to HKD 138 thousand, primarily from China corporate income tax, with Hong Kong profits tax at 16.5% and China subsidiaries at 25% Income Tax Expense | Item | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | China corporate income tax — Current year | 138 | 341 | | Deferred tax | – | (77) | | Total | 138 | 264 | - Income tax expense decreased by 47.7% year-on-year, mainly due to a reduction in China corporate income tax[37] - The Hong Kong profits tax rate is 16.5%, and the tax rate for China subsidiaries is 25%[38] 7. Loss for the Period For the six months ended June 30, 2025, the loss for the period was recognized after deducting total employee benefit expenses of HKD 9,949 thousand (a 36.2% year-on-year increase) and depreciation and amortization expenses totaling HKD 2,729 thousand Loss for the Period Deductions | Item | Six Months Ended June 30, 2025 (HKD thousands) | Six Months Ended June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Directors' emoluments | 795 | 850 | | Other staff costs — Salaries and other benefits | 8,915 | 6,231 | | Other staff costs — 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 | - Total employee benefit expenses increased by 36.2% year-on-year, primarily due to an increase in salaries and other benefits[39] - Depreciation of investment properties was HKD 520 thousand in the first half of 2025, the first time it was incurred[39] 8. Dividends The Board does not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025[40] 9. Loss Per Share For the six months ended June 30, 2025, basic loss per share expanded to HKD 0.99 cents, up from HKD 0.55 cents in the prior year, primarily due to an increased loss for the period Loss Per Share Calculation | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company used for calculating basic and diluted loss (HKD thousands) | (13,549) | (7,443) | | Weighted average number of ordinary shares used for calculating basic and diluted loss per share (thousands of shares) | 1,371,412 | 1,354,500 | | Loss per share — Basic (HK cents) | (0.99) | (0.55) | - Basic loss per share increased by 80.0% year-on-year[41] - Diluted loss per share is not presented as there were no potential dilutive ordinary shares outstanding in either period[42] 10. Property, Plant and Equipment Property, plant, and equipment items are depreciated using the straight-line method, with leasehold land and buildings depreciated over the remaining lease term, computer and office equipment at 20% per annum, and leasehold improvements at 10% per annum - Leasehold land and buildings are depreciated over the remaining lease term[43] - Computer and office equipment are depreciated at an annual rate of 20%[43] - Leasehold improvements are depreciated at an annual rate of 10%[43] 11. Investment Properties Investment properties are depreciated using the straight-line method over their lease terms, and as of June 30, 2025, and December 31, 2024, all investment properties were pledged as security for bank financing - Investment properties are depreciated using the straight-line method over their lease terms[44] - All investment properties are pledged as security for bank financing granted to the Group[44] 12. Trade and Other Receivables, Prepayments and Deposits The Group typically grants credit terms of 30 to 90 days, extending up to 180 days for some customers, with total trade receivables at HKD 16,444 thousand as of June 30, 2025, of which HKD 9,266 thousand are 0-30 days and HKD 7,178 thousand are over 90 days - The Group grants credit terms of 30 to 90 days from the date of goods delivery, with some customers extending up to 180 days[45] Trade Receivables Ageing Analysis | 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 | - Total trade receivables increased by 108.1% year-on-year, primarily due to a significant increase in receivables aged 0 to 30 days[46] 13. Trade and Other Payables As of June 30, 2025, total trade payables amounted to HKD 9,389 thousand, with HKD 8,741 thousand falling within 0-30 days, a significant increase from HKD 254 thousand as of December 31, 2024 Trade Payables Ageing Analysis | 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 | - Total trade payables increased significantly by 3596.5%, mainly due to a substantial increase in payables aged 0 to 30 days[47] 14. Bank Borrowings As of June 30, 2025, the Group had HKD 6,811 thousand in bank borrowings in default due to non-compliance with loan covenants, potentially subject to immediate repayment, though no such demand had been received from banks 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[48] - These borrowings are repayable on demand by the lenders, but as of the date of publication of the condensed consolidated financial statements, the Group had not received any demand for immediate repayment from the banks[48] 15. Share Capital The Company's share capital increased in the first half of 2025 due to two share placements, bringing the total number of issued shares to 1,373,145,000, following a share split in July 2024 that divided each HKD 0.1 par value share into ten shares of HKD 0.01 par value Share Capital Movement | 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 placement of shares in 2025 | 13,430,000 | 134 | | Second placement of shares 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, raising net proceeds of approximately HKD 7,700 thousand, used to enhance sales of innovative anti-counterfeiting, traceability, and marketing products, strengthen e-commerce platform operations, and for working capital[50][51][52] - The second share placement in 2025 involved 5,215,000 shares, raising net proceeds of approximately HKD 3,100 thousand, used to strengthen working capital[53][54][55] - The Company completed a share split on July 24, 2024, dividing each share of HKD 0.1 par value into ten shares of HKD 0.01 par value, and changing the board lot size from 10,000 existing shares to 5,000 subdivided shares[56][57] 16. Related Party Transactions Apart from disclosures elsewhere in the condensed consolidated financial statements, the Group had no other significant outstanding balances with related parties at the end of the reporting period, nor any material transactions with related parties for the six months ended June 30, 2024, and 2025 - The Group had no other significant outstanding balances with related parties at the end of the reporting period[58] - There were no material transactions with related parties for the six months ended June 30, 2024, and 2025[58] 17. Events After the Reporting Period Other than those disclosed elsewhere in the condensed consolidated financial statements, the Group had no other material events after the reporting period and up to the date of this report - The Group had no other material events after the reporting period and up to the date of this report[59] Management Discussion and Analysis This section provides an overview of the Group's business, a review of its operations and financial performance, and an outlook on future strategies Business Overview The Group is an integrated supply chain management service provider focused on apparel clients, employing a vertically integrated business model to offer end-to-end customized solutions, and has developed an innovative supply chain management segment integrating technology solutions to enhance traditional supply chain processes - The Group is an integrated supply chain management service provider focused on apparel clients, offering end-to-end customized solutions[60] - The apparel supply chain management segment is the core business, providing comprehensive services including market analysis, product design, raw material procurement, production supervision, and quality control[61] - 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 service scope and revenue potential[62] Business Review During the review period, the Group focused on synergistic growth in its apparel supply chain management and innovative supply chain management segments, reallocating resources to expand market share in China and Hong Kong, secured a USD 25 million subscription agreement to support development, and established collaborations with Chinese SMEs and the 832 platform, anticipating substantial revenue contributions - The Group focused on the synergistic growth of its apparel supply chain management and innovative supply chain management segments, reallocating resources to expand market share in China and Hong Kong[63] - A USD 25 million (approximately HKD 195 million) subscription agreement was reached with an investor to support the continuous development of a more responsive and technology-driven supply chain platform[63] - A memorandum of understanding was signed with a Shanghai SME apparel brand, projected to generate RMB 3 million to 5 million in monthly revenue in the second half of 2025[64] - The strategic cooperation agreement with a subsidiary of China Supply and Marketing Group Co., Ltd. was optimized to expand operational scope, expected to generate HKD 10 million to 20 million in revenue through the 832 platform[64][65] Financial Review The Group's revenue for the first half of 2025 significantly decreased by 41.6% to HKD 9.1 million, gross profit sharply declined by 92.6% to HKD 0.5 million, with gross margin falling to 5.7%, and loss for the period expanded by 82.0% to HKD 13.5 million, primarily due to the loss of key customers, a cautious financial approach, and the lack of high-margin contributions from the innovative supply chain management segment Financial Performance Summary | Indicator | Six Months Ended June 30, 2025 (HKD millions) | Six Months Ended June 30, 2024 (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 9.1 | 15.6 | -41.6% | | Cost of sales | 8.6 | 8.6 | 0.0% | | Gross profit | 0.5 | 7.0 | -92.9% | | Gross margin | 5.7% | 44.7% | -39.0 percentage points | | Other income, gains and losses, net | 0.7 | 0.6 | 16.7% | | Selling and distribution expenses | 0.3 | 0.7 | -57.1% | | Administrative expenses | 14.0 | 13.4 | 4.5% | | Finance costs | 0.4 | 0.7 | -42.9% | | Income tax expense | 0.1 | 0.3 | -66.7% | | Loss and total comprehensive expenses for the period | 13.5 | 7.4 | 82.4% | - The decrease in revenue was primarily due to the loss of procurement orders from some key apparel customers, a more cautious financial approach, and the delayed expansion of business in China and Hong Kong[66] - The significant decline in gross margin was mainly due to the absence of high-margin contributions from the innovative supply chain management segment in the first half of 2025[68] - The slight increase in administrative expenses was primarily due to higher rental expenses and staff costs, partially offset by reductions in legal and professional fees, trademark amortization, and right-of-use assets[71] Pledge of the Group's Assets As of June 30, 2025, the Group pledged its property located at Tai Nan West Street, Kowloon, Hong Kong, to a bank to secure banking facilities - The Group pledged its property located at Tai Nan West Street, Kowloon, Hong Kong, to a bank to obtain banking facilities[75] Share Capital As of June 30, 2025, the Company's issued share capital was HKD 13,731,450, with 1,373,145,000 shares issued, following a share split in July 2024 that divided each HKD 0.1 par value share into ten shares of HKD 0.01 par value - As of June 30, 2025, the Company's issued share capital was HKD 13,731,450, with 1,373,145,000 shares issued[76] - The Company completed a share split on July 24, 2024, dividing each share of HKD 0.1 par value into ten shares of HKD 0.01 par value[76] Use of Proceeds The Group于2025年上半年通过两次股份配售共筹集所得款项净额10.8百萬港元，已悉數用於支付員工薪酬、專業費用及鞏固營運資金，用途與計劃一致，無重大延遲 Use of Proceeds from Share Placements | Placement Event | Net Proceeds (HKD millions) | Actual Use (HKD millions) | Primary Use | | :--- | :--- | :--- | :--- | | November 2024 Share Placement (completed Jan 2025) | 7.7 | 7.7 | Payment of staff salaries and related expenses (5.3), professional fees and other service costs (1.5), others (0.9) | | January 2025 Share Placement (completed Feb 2025) | 3.1 | 3.1 | Payment of staff salaries and related expenses (1.3), professional fees and other service costs (0.5), repayment of other payables (0.3), others (1.0) | | Total | 10.8 | 10.8 | | - The net proceeds from both share placements have been fully utilized, consistent with the planned uses and without significant delays or changes[78][80] Material Investments Held As of June 30, 2025, the Group held no material investments - As of June 30, 2025, the Group held no material investments[81] Capital Commitments and Contingent Liabilities As of June 30, 2025, the Group had no material capital commitments or any significant contingent liabilities or guarantees - As of June 30, 2025, the Group had no material capital commitments and no significant contingent liabilities or guarantees[82] Foreign Exchange Risk The Group's revenue is primarily denominated in RMB, with some in HKD; given the HKD's peg to the USD, foreign exchange risk related to the USD is not significant, and the Group will closely monitor currency fluctuations and consider hedging when necessary - The Group's revenue is primarily denominated in RMB, with a portion denominated in HKD[83] - As the HKD is pegged to the USD, the foreign exchange risk related to the USD is not significant[84] - The Group will manage foreign exchange risk by closely monitoring foreign currency exchange rate fluctuations and will consider hedging when necessary[84] Prospects The Group's future strategic direction involves strengthening its core apparel supply chain management business and capitalizing on growth opportunities in the innovative supply chain management segment through technology-assisted services and platforms, adopting a more agile grassroots strategy in China and Hong Kong, with the investor subscription agreement supporting these development plans - The Group's future strategic direction is to strengthen its core apparel supply chain management business and capitalize on growth opportunities in the innovative supply chain management segment[85] - The subscription agreement with an investor provides a committed amount of USD 25 million to support the development of these plans[85] - Strategic cooperation with the 832 platform and its ecosystem presents significant growth opportunities, with substantial revenue contributions expected by the end of fiscal year 2025[86] Capital Structure, Liquidity and Financial Resources As of June 30, 2025, the Group reported 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%, indicating significant liquidity pressure Capital Structure and Liquidity Indicators | 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% | - The Company's capital structure has not undergone significant changes since December 31, 2024[88] Dividends The Board does not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the prior corresponding period - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025[89] 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[90] Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures For the six months ended June 30, 2025, the Group made no material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group made no material acquisitions or disposals of subsidiaries, associates, or joint ventures[91] Employees and Remuneration Policy As of June 30, 2025, the Group employed 16 full-time employees, with staff costs approximately HKD 10.0 million, and implements a competitive remuneration system linking part of compensation to business performance to incentivize staff Employee Information | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of full-time employees | 16 | 53 | | Staff costs (HKD millions) | 10.0 | 7.3 | - The number of employees significantly decreased, while staff costs increased[92] - Remuneration packages include basic salaries, bonuses, and allowances, with a portion of compensation linked to business performance[92] Future Plans for Material Investments and Capital Assets As of June 30, 2025, the Group had no plans involving material investments or capital assets - As of June 30, 2025, the Group had no plans involving material investments or capital assets[93] Other Information This section covers additional disclosures including interests, directors' rights, corporate governance, and audit committee review Disclosure of Interests As of June 30, 2025, Executive Director Mr. Chan Ting and his spouse Ms. Theresa Woo held a 53.93% long position in the Company, with major shareholders including Beaming Elite (53.93% long), Arena Investors, LP (18.98% long and 6.59% short), and Mr. Ng Kim Ming (6.59% long) Directors' Interests in Shares | Director Name | Nature and Capacity of Interest | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Chan Ting | Interest in controlled corporation | 740,480,000 (L) | 53.93% | Major Shareholders' Interests in Shares | Major Shareholder Name | Nature and Capacity of Interest | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Beaming Elite | Beneficial owner | 740,480,000 (L) | 53.93% | | Ms. Theresa Woo | Spouse's interest | 740,480,000 (L) | 53.93% | | Arena Investors, LP | Investment manager | 257,065,000 (L) | 18.98% | | | | 89,320,000 (S) | 6.59% | | Mr. Ng Kim Ming | Interest in controlled corporation | 89,320,000 (L) | 6.59% | - Arena Investors, LP holds both long and short positions in the Company's shares and has granted a call option to EnKai Investments Pte. Ltd[99] Directors' Rights to Acquire Shares or Debentures For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries participated in any arrangements granting directors or chief executives rights to subscribe for securities of the Company or its associated corporations - Neither the Company nor any of its subsidiaries participated in any arrangements granting directors or chief executives rights to subscribe for securities of the Company or its associated corporations[101] 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 held any business or interest that competes or may compete with the Group's business - Directors confirmed that no director, controlling shareholder, or their respective close associates held any business or interest that competes or may compete with the Group's business[102] Corporate Governance Practices and Compliance Matters The Company's corporate governance practices adhere to the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, with compliance maintained for the six months ended June 30, 2025, except for noted deviations - The Company's corporate governance practices are implemented in accordance with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules[103] - The Company has complied with the code provisions of the Corporate Governance Code for the six months ended June 30, 2025, save for the deviations noted below[103] 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[104] - All directors confirmed their compliance with the required standard for the six months ended June 30, 2025[104] 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[105] Share Option Scheme The Company adopted a share option scheme on April 16, 2018, effective for 10 years from the listing date, to incentivize eligible participants, 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 eligible participants with personal equity and incentives[106] - The share option scheme is effective for 10 years from the listing date[106] - 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[106] Audit Committee and Review of Accounts The Audit Committee, established on April 16, 2018, comprising three independent non-executive directors, is responsible for reviewing financial statements, overseeing financial reporting, internal controls, and risk management, and has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, deeming them compliant with applicable accounting standards and listing rules - The Audit Committee was established on April 16, 2018, comprising Mr. Choi Man On (Chairman), Dr. Lau Tai Bay, and Professor Engineer Yeung Mang Cheung (all independent non-executive directors)[107] - The Audit Committee's primary responsibilities include providing recommendations on the appointment of external auditors, reviewing financial statements, and overseeing financial reporting procedures, internal controls, risk management systems, and the audit process[107] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025, and considers them to be in compliance with applicable accounting standards and listing rules[107] Forward-Looking Statements This report contains forward-looking statements based on directors' current beliefs, assumptions, and expectations regarding the industry and market, which are subject to risks, uncertainties, and other factors beyond the Company's control, potentially causing actual results to differ materially from expectations - This report contains certain statements that are forward-looking or use certain forward-looking terminology[108] - Such 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[108] By Order of the Board This report is issued by Mr. Chan Ting, Chairman and Executive Director of Ficus Technology Holdings Limited, on behalf of the Board on August 29, 2025 - This report is issued by Mr. Chan Ting, Chairman and Executive Director of Ficus Technology Holdings Limited, on August 29, 2025[109][110]