General Information and Disclaimers This section provides company information, report scope, and disclaimers regarding GEM listing risks and director responsibilities Company Information and Report Scope This announcement from Ligo Holdings Limited presents unaudited condensed consolidated financial statements for the six months ended June 30, 2025, with comparative figures for 2024, complying with HKEX GEM Listing Rules requirements - The report covers Ligo Holdings Limited and its subsidiaries' unaudited condensed consolidated financial statements for the six months ended June 30, 2025, providing comparative figures for the same period in 20243 - This announcement complies with the relevant requirements of the GEM Listing Rules concerning preliminary announcements of interim results3 GEM Listing Features and Disclaimers The GEM market offers a listing platform for high-risk small and medium-sized companies, and investors should exercise caution as securities may be subject to higher market volatility - The GEM market is positioned as a listing platform for small and medium-sized companies that may carry higher investment risks, and their securities may be subject to higher market volatility6 - Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report and make no statement as to its accuracy or completeness6 - The Company's directors collectively and individually accept full responsibility for the information in this report, confirming its accuracy and completeness in all material respects, without misleading or fraudulent components6 Financial Statements This section presents the condensed consolidated financial statements, including profit or loss, financial position, changes in equity, and cash flows Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, revenue significantly decreased by 69.5% to HK$140,628 thousand, gross profit fell 80.7% to HK$4,517 thousand, and the company reported a loss of HK$2,831 thousand, with basic loss per share of HK$0.03 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Indicator | June 30, 2025 (HK$'000) | June 30, 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 140,628 | 461,249 | -69.5% | | Cost of services | (136,111) | (437,847) | -68.9% | | Gross profit | 4,517 | 23,402 | -80.7% | | Other income | 8,755 | 1,819 | +381.3% | | Net other gains | 1,671 | 8,243 | -79.7% | | Administrative expenses | (16,117) | (19,517) | -17.4% | | Finance costs | (913) | (3,563) | -74.4% | | (Loss)/Profit before tax | (2,831) | 7,953 | Shifted from profit to loss | | (Loss)/Profit for the period attributable to owners of the Company | (2,831) | 6,852 | Shifted from profit to loss | | Basic and diluted (loss)/earnings per share (HK$) | (0.03) | 0.08 | Shifted from profit to loss | Condensed Consolidated Statement of Financial Position As of June 30, 2025, non-current assets decreased, current assets slightly increased, and current liabilities decreased, leading to growth in net current assets and total equity, indicating an improved financial position Condensed Consolidated Statement of Financial Position Key Data | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 38,466 | 46,320 | -17.0% | | Current assets | 161,509 | 160,861 | +0.4% | | Current liabilities | 35,870 | 43,629 | -17.8% | | Net current assets | 125,639 | 117,232 | +7.2% | | Net assets | 148,624 | 146,376 | +1.5% | | Issued share capital | 23,040 | 19,200 | +20.0% | | Reserves | 125,584 | 127,176 | -1.3% | | Equity attributable to owners of the Company | 148,624 | 146,376 | +1.5% | Condensed Consolidated Statement of Changes in Equity As of June 30, 2025, total equity was HK$148,624 thousand, a slight increase from year-end 2024, with HK$5,079 thousand raised from share placement, offset by a HK$2,831 thousand loss Condensed Consolidated Statement of Changes in Equity Key Data | Indicator | June 30, 2025 (HK$'000) | January 1, 2024 (HK$'000) | | :--- | :--- | :--- | | Issued share capital | 23,040 | 4,800 | | Share premium | 67,023 | 38,472 | | Accumulated profits | 47,510 | 46,956 | | Total attributable to owners of the Company | 148,624 | 101,279 | | (Loss)/Profit and total comprehensive income for the period | (2,831) | 6,852 | | Net proceeds from placement of shares | 5,079 | - | | Net proceeds from rights issue | - | 41,712 | - A placement of 19,200,000 new shares was completed on May 19, 2025, raising net proceeds of approximately HK$5.1 million9 - A rights issue was completed on March 1, 2024, issuing 72,000,000 shares and raising net proceeds of approximately HK$41.7 million9 Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash outflow from operating activities was HK$8,354 thousand, net cash inflow from investing activities was HK$2,076 thousand, and net cash outflow from financing activities was HK$7,991 thousand, resulting in a net decrease of HK$14,269 thousand in cash and cash equivalents Condensed Consolidated Statement of Cash Flows Key Data | Indicator | June 30, 2025 (HK$'000) | June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (8,354) | 9,496 | | Net cash generated from/(used in) investing activities | 2,076 | (20,664) | | Net cash (used in)/generated from financing activities | (7,991) | 23,109 | | Net (decrease)/increase in cash and cash equivalents | (14,269) | 11,941 | | Cash and cash equivalents at end of period | 44,725 | 84,218 | - In the first half of 2025, operating activities shifted from cash inflow to cash outflow, primarily due to a reduction in business scale10 - In the first half of 2025, financing activities saw cash outflow mainly due to the repayment of lease liabilities and bank borrowings, contrasting with a significant cash inflow from a rights issue in the same period of 202410 Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed notes on the financial statements, covering general information, accounting policies, revenue, expenses, earnings per share, balance sheet items, and significant transactions General Information and Accounting Policies The company, incorporated in the Cayman Islands and listed on GEM, primarily operates in environmental hygiene services and online game services, with financial statements presented in HKD under HKAS 34 and GEM Listing Rules using historical cost - The Company was incorporated in the Cayman Islands on August 12, 2016, and its shares were listed on GEM on July 18, 201711 - Principal businesses include cleaning services, pest management services, waste management and recycling services, horticultural services, and online game integrated services11 - The financial statements are presented in HKD, prepared in accordance with HKAS 34 and the GEM Listing Rules, and adopt the historical cost convention121314 Revenue and Segment Information For the six months ended June 30, 2025, group revenue primarily originated from Hong Kong (approx. 97%) and China (approx. 3%), with online game services contributing HK$43,839 thousand in revenue and HK$3,417 thousand in profit - For the six months ended June 30, 2025, approximately 97% of revenue originated from Hong Kong, and approximately 3% from China16 - The Group's operating and reportable segments include cleaning services, pest management services, waste management and recycling services, horticultural services, and online game integrated services17 Segment Revenue and Results (For the six months ended June 30, 2025) | Segment | Revenue (HK$'000) | Results (HK$'000) | | :--- | :--- | :--- | | Cleaning services | 45,242 | 342 | | Pest management services | 312 | 2 | | Waste management and recycling services | 48,700 | 525 | | Horticultural services | 2,535 | 231 | | Online game integrated services | 43,839 | 3,417 | | Total | 140,628 | 4,517 | Other Income and Expenses For the six months ended June 30, 2025, net other gains significantly decreased by 79.7% to HK$1,671 thousand, mainly due to reduced net gain on disposal of machinery and equipment, resulting in a pre-tax loss of HK$2,831 thousand, impacted by staff costs and depreciation Net Other Gains | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Net gain on disposal of machinery and equipment | 1,325 | 8,166 | | Net exchange gain | 346 | 77 | | Total | 1,671 | 8,243 | Key Deductions from (Loss)/Profit Before Tax | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Total staff costs | 68,813 | 359,827 | | Depreciation of right-of-use assets, machinery and equipment | 8,994 | 12,370 | | Amortisation of an intangible asset | 16 | – | | Auditor's remuneration | 400 | 600 | | Directors' emoluments | 1,053 | 1,340 | - Hong Kong profits tax was zero in the first half of 2025, compared to HK$1,101 thousand in the same period of 202427 Earnings Per Share and Dividends For the six months ended June 30, 2025, basic loss per share was HK$0.03, contrasting with basic earnings per share of HK$0.08 in the prior year, with no dividends paid or proposed during the period (Loss)/Earnings Per Share Data | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | (Loss)/Profit for the period attributable to owners of the Company (HK$'000) | (2,831) | 6,852 | | Weighted average number of ordinary shares | 100,561,326 | 89,261,964 | | Basic (loss)/earnings per share (HK$) | (0.03) | 0.08 | - The company paid, declared, or proposed no dividends during the current or prior interim periods28 Balance Sheet Notes As of June 30, 2025, trade receivables increased to HK$73,411 thousand with extended credit terms of 90-150 days, trade payables rose to HK$5,424 thousand, and bank borrowings significantly decreased to HK$23 thousand at an effective annual interest rate of 3.75% Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 0 to 30 days | 60,416 | 18,909 | | 31 to 60 days | 8,334 | 16,889 | | 61 to 90 days | 2,145 | 5,956 | | 91 to 180 days | 2,194 | 4,477 | | Over 180 days | 322 | 99 | | Total | 73,411 | 46,330 | - The Group's credit terms granted to customers have been extended from 90 days in 2024 to 90 to 150 days in 202535 Bank Borrowings | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Bank borrowings | 23 | 8,701 | | Effective annual interest rate | 3.75% | 3.75% to 4.38% | Disposal of a Subsidiary On June 25, 2024, Cheer Beauty Services Limited ceased to be a subsidiary due to bondholders exercising exchangeable bonds, resulting in a loss of HK$2,431 thousand and a net cash outflow from investing activities of HK$23,510 thousand - On June 25, 2024, Cheer Beauty Services Limited ceased to be a subsidiary of the Company due to bondholders exercising exchangeable bonds42 - The disposal resulted in a loss of HK$2,431 thousand43 - The disposal of Cheer Beauty Services Limited resulted in a net cash outflow from investing activities totaling HK$23,510 thousand43 Share Capital and Related Party Transactions As of June 30, 2025, issued share capital increased to HK$23,040 thousand, primarily due to the placement of 19,200,000 new shares, with a loan from a former director included in other payables Share Capital Details | Item | June 30, 2025 (Number of Shares) | December 31, 2024 (Number of Shares) | | :--- | :--- | :--- | | Issued and fully paid share capital (end of period) | 115,200,000 | 96,000,000 | | Placement of shares | 19,200,000 | – | | Ordinary shares issued under rights issue | – | 72,000,000 | - On April 28, 2025, the company placed 19,200,000 ordinary shares at HK$0.27 per share, raising net proceeds of approximately HK$5.1 million46 - A loan of HK$540 thousand from former director Mr. Wang Rong was reclassified to "other payables and accrued charges" as of June 30, 2025, following his resignation47 Management Discussion and Analysis This section provides management's perspective on the company's financial performance, business operations, liquidity, and capital resources for the reporting period Financial Review Revenue significantly decreased by 69.5% to HK$140.6 million, and gross profit fell 80.7% to HK$4.5 million, primarily due to subsidiary disposal and expiring cleaning contracts, while other income grew due to management fees, but net other gains declined - Revenue decreased by 69.5% to approximately HK$140.6 million in the reporting period from approximately HK$461.2 million in the same period of 202450 - Gross profit decreased by 80.7% from approximately HK$23.4 million to approximately HK$4.5 million, with gross margin falling from approximately 5.1% to 3.2%50 - Other income increased by 381.3% to approximately HK$8.8 million, mainly from support management fees of approximately HK$8.25 million from a former subsidiary50 - Net loss after tax was approximately HK$2.8 million, compared to a net profit of approximately HK$6.9 million in the prior year, primarily due to reduced business scale and lower net gain on disposal of machinery and equipment51 Business Review and Outlook As a Hong Kong environmental services provider, the company faces intense competition, labor shortages, and high operating costs, but is expanding into the online gaming industry, having signed multiple licensing agreements and recorded substantial revenue - The Group primarily provides four types of environmental hygiene services: cleaning services, pest management services, waste management and recycling services, and horticultural services52 - The environmental hygiene services industry faces challenges including intense competition, labor shortages, and high operating costs (insurance, labor, vehicle expenses, legal and professional fees)52 - The Group expanded its principal business into the online gaming industry for the first time, recording segment revenue of approximately HK$43.8 million and segment profit of approximately HK$3.4 million during the reporting period53 Liquidity, Financial and Capital Resources As of June 30, 2025, the company held approximately HK$44.7 million in cash and cash equivalents, with bank borrowings significantly reduced to HK$23 thousand, a current ratio of approximately 4.5 times, and maintained a net cash position, funding operations through cash flow, existing cash, borrowings, and equity fundraising Liquidity Key Data | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Cash and cash equivalents | 44,725 | 58,994 | | Total bank borrowings | 23 | 8,701 | | Bank balances and cash and pledged bank balances | 62,400 | 76,700 | | Current ratio | 4.5 times | 3.7 times | - The Group was in a net cash position as of both June 30, 2025, and December 31, 202454 - The Group's operations are primarily funded by operating cash flows, existing cash and bank balances, bank and other borrowings, lease liabilities, and proceeds from the Company's equity fundraising activities55 Capital Structure and Risk Management As of June 30, 2025, share capital attributable to owners was approximately HK$23.0 million, with equity at HK$125.6 million; the Group pledged trade receivables, bank deposits, and vehicles as loan collateral, faces no significant foreign exchange risk, and contingent liabilities primarily consist of performance bonds with no expected material claims Capital Structure Key Data | Indicator | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Share capital attributable to owners of the Company | 23.0 | 19.2 | | Equity attributable to owners of the Company | 125.6 | 127.2 | - The Group has pledged trade receivables, bank deposits, and vehicles as collateral for borrowings57 - The Group does not face significant foreign exchange risk58 - Contingent liabilities include approximately HK$40.6 million in bank performance bonds and approximately HK$8.5 million in insurance company performance bonds59 Corporate Governance and Other Information This section details the company's corporate governance practices, significant investments, capital commitments, employee information, use of proceeds, shareholder details, board changes, and post-reporting period events Significant Investments and Transactions During the reporting period, the company disposed of Cheer Beauty Services Limited at a loss, sold vehicles, and entered into multiple online game licensing agreements, which, when aggregated, constituted a discloseable transaction, marking the company's expansion into the online gaming industry - On June 25, 2024, bondholders exercised their exchange rights, converting exchangeable bonds into all issued shares of Cheer Beauty Services Limited, which ceased to be a subsidiary of the Company61 - On June 24, 2024, the company disposed of 163 specialized cleaning vehicles for a consideration of HK$19,000,000, constituting a discloseable transaction62 - The company entered into multiple exclusive online game licensing agreements, granting rights to promote, operate, publish, reproduce, and distribute licensed games, which, when aggregated, constituted a discloseable transaction6364 Capital Commitments and Employees As of June 30, 2025, the Group had no significant capital commitments and employed approximately 657 staff, with remuneration policies based on market terms, offering discretionary bonuses and other benefits - As of June 30, 2025, the Group had no significant capital commitments65 Number of Employees | Date | Number of Employees | | :--- | :--- | | June 30, 2025 | Approximately 657 | | December 31, 2024 | Approximately 645 | - Remuneration policies are determined by reference to market terms and individual employee performance, qualifications, and experience, offering discretionary bonuses, medical insurance, retirement benefits, and other allowances66 Use of Proceeds and Share Issuances Net proceeds of approximately HK$41.7 million from the 2024 rights issue were primarily allocated for performance bonds and vehicle purchases, with some funds utilized; net proceeds of approximately HK$5.08 million from the 2025 share placement were fully used for business operations and general working capital Use of Net Proceeds from Rights Issue (As of June 30, 2025) | Purpose | Original Net Proceeds (HK$ million) | Utilized (HK$ million) | Unutilized (HK$ million) | | :--- | :--- | :--- | :--- | | Funds reserved for performance bonds | 26.0 | 15.1 | 10.9 | | Purchase of additional vehicles | 6.6 | 0 | 6.6 | | Repayment of bank loans and payables | 4.8 | 4.8 | 0 | | Business operations and general administrative expenses | 3.9 | 3.9 | 0 | | Total | 41.7 | 23.8 | 17.5 | - Net proceeds of approximately HK$5.08 million from the 2025 share placement have been fully utilized for the Group's business operations and general working capital69 Shareholder Information and Board Interests As of June 30, 2025, no directors or chief executives held discloseable interests in the company's shares, with major shareholders including Mr. Tam Wai Tong (20.76%), Yongxin Global Investment Limited (11.03%), He Hangyu (10.79%), and Ye Yongchun (9.78%) - As of June 30, 2025, no directors or chief executives of the company held any interests or short positions in the shares, underlying shares, or debentures of the company or any of its associated corporations that were required to be disclosed to the company and the Stock Exchange72 Major Shareholders' Interests in Shares (As of June 30, 2025) | Shareholder Name | Nature of Interest | Approximate Shareholding | Number of Ordinary Shares | | :--- | :--- | :--- | :--- | | Mr. Tam Wai Tong | Beneficial interest | 20.76% | 23,920,000 | | Yongxin Global Investment Limited | Beneficial interest | 11.03% | 12,702,000 | | He Hangyu | Beneficial interest | 10.79% | 12,434,000 | | Ye Yongchun | Beneficial interest | 9.78% | 11,262,500 | Corporate Governance Practices and Board Changes The company adheres to GEM Listing Rules on corporate governance, but board changes, including Mr. Wang Rong's resignation and Mr. Chow Yun Cheung's re-designation, resulted in an insufficient number of independent non-executive directors, non-compliant with GEM Listing Rules 5.05 and 5.28 - The company has adopted a code of conduct for directors' securities transactions and complies with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules7475 - Mr. Wang Rong resigned as an executive director on June 9, 202576 - Mr. Chow Yun Cheung was re-designated from an independent non-executive director to an executive director on June 9, 2025, leading to an insufficient number of independent non-executive directors, non-compliant with GEM Listing Rules 5.05 and 5.287677 - The composition and chairmanship of the Audit Committee, Remuneration Committee, and Nomination Committee have all changed787980 Events After the Reporting Period No other significant events occurred after the reporting period up to the date of this report, beyond those already disclosed - Except as otherwise disclosed in this report, no other significant events occurred after the reporting period and up to the date of this report81
立高控股(08472) - 2025 - 中期业绩