立高控股(08472) - 2025 - 中期财报

GEM Listing Characteristics The GEM market provides a listing platform for small and medium-sized companies, characterized by higher investment risks and market volatility, with the Stock Exchange disclaiming responsibility for report content - The GEM market is positioned as a listing platform for high-investment-risk small and medium-sized companies[2] - GEM securities may be subject to higher market volatility risks, and high liquidity is not guaranteed[2] - Hong Kong Exchanges and Clearing Limited and the Stock Exchange are not responsible for the content of this report[2] Condensed Consolidated Financial Statements This section presents the condensed consolidated financial statements, including statements of profit or loss, financial position, changes in equity, and cash flows, for the reporting period Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company turned from profit to loss, with a significant decrease in revenue, gross profit, and profit before tax, mainly due to reduced business scale and disposal of a subsidiary Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (HK$ '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 140,628 | 461,249 | | Cost of services | (136,111) | (437,847) | | Gross profit | 4,517 | 23,402 | | Other income | 8,755 | 1,819 | | Net other gains | 1,671 | 8,243 | | Net impairment loss on financial assets | (744) | – | | Loss on disposal of a subsidiary | – | (2,431) | | Administrative expenses | (16,117) | (19,517) | | Finance costs | (913) | (3,563) | | (Loss)/Profit before tax | (2,831) | 7,953 | | Income tax expense | – | (1,101) | | (Loss)/Profit and total comprehensive income attributable to owners of the Company for the period | (2,831) | 6,852 | | Basic and diluted (HK$) per share | (0.03) | 0.08 | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's non-current assets decreased, while trade receivables within current assets significantly increased. Overall current liabilities decreased, leading to growth in net current assets and net assets Condensed Consolidated Statement of Financial Position (HK$ '000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 17,089 | 22,707 | | Right-of-use assets | 16,909 | 20,515 | | Intangible assets | 144 | 160 | | Deposits and prepayments | 3,561 | 2,175 | | Deferred tax assets | 763 | 763 | | Total non-current assets | 38,466 | 46,320 | | Current assets | | | | Trade receivables | 73,411 | 46,330 | | Other receivables, deposits and prepayments | 25,673 | 37,837 | | Pledged bank balances | 17,700 | 17,700 | | Cash and cash equivalents | 44,725 | 58,994 | | Total current assets | 161,509 | 160,861 | | Current liabilities | | | | Trade payables | 5,424 | 4,249 | | Other payables and accrued expenses | 17,046 | 17,625 | | Provisions | 4,317 | 3,321 | | Bank borrowings | 23 | 8,701 | | Lease liabilities | 7,209 | 7,041 | | Loan from a director of the Company | – | 540 | | Tax payable | 1,851 | 2,152 | | Total current liabilities | 35,870 | 43,629 | | Net current assets | 125,639 | 117,232 | | Total assets less current liabilities | 164,105 | 163,552 | | Non-current liabilities | | | | Provisions | 4,761 | 2,809 | | Deferred tax liabilities | 2,721 | 2,721 | | Lease liabilities | 7,999 | 11,646 | | Total non-current liabilities | 15,481 | 17,176 | | Net assets | 148,624 | 146,376 | | Capital and reserves | | | | Issued share capital | 23,040 | 19,200 | | Reserves | 125,584 | 127,176 | | Equity attributable to owners of the Company | 148,624 | 146,376 | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the company's total equity slightly increased, mainly due to growth in share capital and share premium from share placement, partially offset by the loss for the period Condensed Consolidated Statement of Changes in Equity (HK$ '000) | Item | Issued share capital | Share premium | Other reserves | Accumulated profits | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | January 1, 2024 (Audited) | 4,800 | 38,472 | 11,051 | 46,956 | 101,279 | | Issue of ordinary shares under rights issue | 14,400 | 27,312 | – | – | 41,712 | | Profit and total comprehensive income for the period | – | – | – | 6,852 | 6,852 | | June 30, 2024 (Unaudited) | 19,200 | 65,784 | 11,051 | 53,808 | 149,843 | | January 1, 2025 (Audited) | 19,200 | 65,784 | 11,051 | 50,341 | 146,376 | | Issue of placing shares | 3,840 | 1,239 | – | – | 5,079 | | Loss and total comprehensive income for the period | – | – | – | (2,831) | (2,831) | | June 30, 2025 (Unaudited) | 23,040 | 67,023 | 11,051 | 47,510 | 148,624 | - The rights issue was completed on March 1, 2024, with 72,000,000 shares issued, generating net proceeds of approximately HK$41.7 million[5] - The placement of 19,200,000 new shares was completed on May 19, 2025, generating net proceeds of approximately HK$5.1 million[5] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the company's operating activities shifted from net cash inflow to outflow, investment activities saw a significant reduction in cash outflow, and financing activities increased cash outflow, resulting in a net decrease in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (HK$ '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | 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 beginning of period | 58,994 | 72,277 | | Cash and cash equivalents at end of period | 44,725 | 84,218 | - The decrease in cash outflow from investing activities is primarily due to the absence of the significant cash outflow from the disposal of a subsidiary in 2024[6] - The increase in cash outflow from financing activities is mainly due to the absence of net proceeds from the 2024 rights issue and increased repayment of bank and other borrowings[6] Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed notes to the unaudited condensed consolidated financial statements, covering general information, accounting policies, segment reporting, and other financial disclosures 1. General Information The company, incorporated in the Cayman Islands and listed on GEM in 2017, primarily operates in environmental hygiene services and online game integrated services, and has established a sponsored Level I American Depositary Receipt program - The company's principal activities include cleaning, pest management, waste management and recycling, horticultural services, and have expanded to online game integrated services[7] - The company's shares commenced trading on the OTCQB® Venture Market under the stock symbol “LACHF” from June 30, 2025[7] 2. Basis of Preparation and Presentation The unaudited condensed consolidated financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules Chapter 18, and presented in Hong Kong dollars - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and Chapter 18 of the GEM Listing Rules[9] - The financial statements are presented in Hong Kong dollars, which is also the Group's functional currency[8] 3. Significant Accounting Policies The financial statements are prepared under the historical cost convention, with accounting policies consistent with the prior year's consolidated financial statements, and new HKFRS are not expected to have a material impact - The financial statements are prepared under the historical cost convention[10] - New and revised standards are not expected to have a significant impact on the Group's results and financial position[10] 4. Revenue and Segment Information The Group's revenue primarily originates from Hong Kong (approx. 97%) and China (approx. 3%), with business segments including cleaning, pest management, waste management, horticultural, and online game integrated services; total revenue significantly decreased in H1 2025, but online game services contributed substantial revenue and profit - In H1 2025, approximately 97% of revenue was derived from Hong Kong and 3% from China, compared to 100% from Hong Kong in H1 2024[12] - The Group's operating segments include cleaning services, pest management services, waste management and recycling services, horticultural services, and online game integrated services[13] Segment Revenue and Results In H1 2025, revenue from cleaning and pest management services significantly decreased, while online game integrated services contributed substantial revenue and results for the first time Segment Revenue and Results (HK$ '000) | Segment | Revenue H1 2025 | Results H1 2025 | Revenue H1 2024 | Results H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Cleaning services | 45,242 | 342 | 399,232 | 22,935 | | Pest management services | 312 | 2 | 12,794 | 43 | | Waste management and recycling services | 48,700 | 525 | 49,074 | 414 | | Horticultural services | 2,535 | 231 | 149 | 10 | | Online game integrated services | 43,839 | 3,417 | – | – | | Total | 140,628 | 4,517 | 461,249 | 23,402 | Segment Assets and Liabilities As of June 30, 2025, assets in the online game integrated services segment significantly increased, while cleaning services assets decreased; for liabilities, cleaning services decreased, and waste management and recycling services increased Segment Assets (HK$ '000) | Segment | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cleaning services | 16,547 | 18,482 | | Pest management services | 3,505 | 312 | | Waste management and recycling services | 38,448 | 53,274 | | Horticultural services | 1,070 | – | | Online game integrated services | 51,466 | 36,643 | | Total segment assets | 111,036 | 108,711 | Segment Liabilities (HK$ '000) | Segment | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cleaning services | 13,031 | 20,226 | | Pest management services | 99 | 606 | | Waste management and recycling services | 15,121 | 4,492 | | Horticultural services | 803 | 7 | | Online game integrated services | 660 | 36 | | Total segment liabilities | 29,714 | 25,367 | - All assets are allocated to operating and reportable segments, except for certain property, plant and equipment, right-of-use assets, other receivables, deposits and prepayments, pledged bank balances, bank and cash balances, and deferred tax assets[20] - All liabilities are allocated to operating and reportable segments, except for certain other payables and accrued expenses, tax payable, loan from a director of a subsidiary of the Company, bank borrowings, lease liabilities, and deferred tax liabilities[20] 5. Net Other Gains For the six months ended June 30, 2025, net other gains significantly decreased, primarily due to reduced net gains from disposal of property, plant and equipment Net Other Gains (HK$ '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Net gain on disposal of property, plant and equipment | 1,325 | 8,166 | | Net exchange gain | 346 | 77 | | Total | 1,671 | 8,243 | - Net other gains decreased by 79.7% year-on-year, mainly due to a reduction of approximately HK$6.8 million in net gains from disposal of property, plant and equipment[19][46] 6. (Loss)/Profit Before Tax For the six months ended June 30, 2025, the company shifted from profit to loss before tax, primarily impacted by expenses such as staff costs, depreciation, and amortization (Loss)/Profit Before Tax Components (HK$ '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Auditor's remuneration | 400 | 600 | | Directors' remuneration | 1,053 | 1,340 | | Other staff costs - salaries, bonuses and other benefits | 65,652 | 348,468 | | Other staff costs - retirement benefit scheme contributions | 2,108 | 10,019 | | Total staff costs | 68,813 | 359,827 | | Depreciation of right-of-use assets, property, plant and equipment | 8,994 | 12,370 | | Amortisation of an intangible asset | 16 | – | - Total staff costs significantly decreased, primarily due to a reduction in business scale[21][47] 7. Income Tax Expense For the six months ended June 30, 2025, the company incurred no current Hong Kong profits tax expense, compared to HK$1.101 million in the prior period Income Tax Expense (HK$ '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Hong Kong profits tax - current tax | – | 1,101 | - Hong Kong profits tax is calculated at 8.25% on the first HK$2 million of assessable profits, and 16.5% on the remainder[23] 8. Dividends The company has not paid, declared, or proposed any dividends during the current or prior interim periods, and the directors do not recommend an interim dividend for the current period - The company has not paid, declared, or proposed any dividends during the current or prior interim periods[24] 9. (Loss)/Earnings Per Share For the six months ended June 30, 2025, the company's basic earnings per share shifted from HK$0.08 to a loss of HK$0.03 per share, primarily due to the loss for the period and an increase in the weighted average number of ordinary shares from rights issue and share placement (Loss)/Earnings Per Share (HK$) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Basic (loss)/earnings per share | (0.03) | 0.08 | | Weighted average number of ordinary shares for basic (loss)/earnings per share calculation | 100,561,326 | 89,261,964 | - The weighted average number of ordinary shares has been adjusted to reflect the impact of the 2024 rights issue and 2025 share placement[26] - There were no potential dilutive ordinary shares for either period, thus no diluted earnings per share is presented[27] 10. Property, Plant and Equipment During the current interim period, the Group made no acquisitions of property, plant and equipment, compared to approximately HK$3.592 million in the prior period - In H1 2025, the Group made no acquisitions of property, plant and equipment[28] - In H1 2024, the Group acquired property, plant and equipment of approximately HK$3.592 million[28] 11. Trade Receivables As of June 30, 2025, total trade receivables significantly increased, primarily concentrated in the 0 to 30-day aging category, with credit terms extended to 90 to 150 days Aging Analysis of Trade Receivables (HK$ '000) | Aging | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | 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 credit period granted to customers by the Group has been extended from 90 days to 90 to 150 days[31] 12. Other Receivables, Deposits and Prepayments As of June 30, 2024, other receivables from the disposal of vehicles amounted to HK$15.534 million, which were settled on August 9, 2024 - As of June 30, 2024, other receivables from the disposal of vehicles amounted to HK$15.534 million, which were settled on August 9, 2024[32] 13. Trade Payables As of June 30, 2025, total trade payables increased, primarily concentrated in the 0 to 30-day aging category, with credit terms of 30 to 60 days Aging Analysis of Trade Payables (HK$ '000) | Aging | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | 0 to 30 days | 4,491 | 2,279 | | 31 to 60 days | 41 | 1,402 | | 61 to 90 days | 892 | 523 | | Over 90 days | – | 45 | | Total | 5,424 | 4,249 | - Credit terms are 30 to 60 days[33] 14. Other Payables and Accrued Expenses As of June 30, 2025, total other payables and accrued expenses slightly decreased, with a reduction in salaries payable Other Payables and Accrued Expenses (HK$ '000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Salaries payable | 13,018 | 14,093 | | Other payables | 4,028 | 3,532 | | Total | 17,046 | 17,625 | 15. Bank Borrowings As of June 30, 2025, total bank borrowings significantly decreased, primarily consisting of secured and guaranteed bank borrowings with an effective annual interest rate of 3.75% Bank Borrowings (HK$ '000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Secured and guaranteed bank borrowings: Loans from factored trade receivables with full recourse | 23 | 8,701 | | Total | 23 | 8,701 | - Bank borrowings bear interest at a floating rate based on the Hong Kong Prime Rate plus a margin, with an effective annual interest rate of 3.75% (2024: 3.75% to 4.38%)[35][36] 16. Disposal of a Subsidiary On June 25, 2024, Success Beauty Services Limited ceased to be a subsidiary due to the exercise of exchangeable bonds by bondholders, resulting in a disposal loss of HK$2.431 million and a net cash outflow from investing activities of HK$23.510 million - Success Beauty Services Limited ceased to be a subsidiary of the Company on June 25, 2024, due to the exercise of exchangeable bonds[38] - The disposal resulted in a loss of HK$2.431 million[39] - The total net cash outflow from investing activities was HK$23.510 million[39] 17. Share Capital As of June 30, 2025, the company's issued share capital increased due to share placement, while authorized share capital remained unchanged Share Capital Details (HK$ '000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Ordinary shares of HK$0.2 each - Authorised | 100,000 | 100,000 | | Ordinary shares of HK$0.2 each - Issued and fully paid | 23,040 | 19,200 | | Number of ordinary shares issued (shares) | 115,200,000 | 96,000,000 | - In 2025, 19,200,000 shares were placed, with gross proceeds of approximately HK$5.18 million and net proceeds of approximately HK$5.08 million[42][64] - In 2024, 72,000,000 shares were issued under a rights issue, with gross proceeds of approximately HK$43.2 million and net proceeds of approximately HK$41.7 million[41][42] 18. Related Party Transactions As of June 30, 2025, a HK$540,000 loan from former director Mr. Wang Rong was included in other payables and accrued expenses, and directors' and key management personnel's remuneration decreased year-on-year Related Party Transactions (HK$ '000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Loan from a director of the Company | – | 540 | - A loan of HK$540,000 from former director Mr. Wang Rong was included in "Other payables and accrued expenses" as of June 30, 2025[43] Directors' and Key Management Personnel's Remuneration (HK$ '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Short-term benefits | 1,975 | 2,932 | | Post-employment benefits | 30 | 36 | | Total | 2,005 | 2,968 | Management Discussion and Analysis This section provides an overview of the company's financial performance and business operations, including a detailed financial review and future outlook Financial Review During the reporting period, the company's revenue and gross profit significantly decreased due to the disposal of a subsidiary and expiration of cleaning service contracts; despite a substantial increase in other income from former subsidiary support management fees, reduced gains from equipment disposal and overall business contraction led to a shift from profit to loss - Revenue decreased by 69.5% year-on-year to HK$140.6 million, primarily due to the disposal of a subsidiary and expiration of cleaning service contracts[46] - Gross profit decreased by 80.7% year-on-year to HK$4.5 million, with gross margin falling from 5.1% to 3.2%[46] - Other income increased by 381.3% year-on-year to HK$8.8 million, mainly from support management fees from a former subsidiary[46] - Administrative expenses decreased by 17.4% year-on-year to HK$16.1 million, primarily due to reduced salaries[47] - Finance costs decreased by 74.4% year-on-year to HK$0.9 million, mainly due to reduced borrowings[47] - The company shifted from a net profit of HK$6.9 million in the prior period to a loss of HK$2.8 million during the reporting period[47] Business Review and Outlook As a one-stop environmental services provider in Hong Kong, the company faces intense competition and high operating costs, and plans to enhance value through quality management, competitive pricing, and customer service, while actively exploring new opportunities in the online game industry, which has already contributed significant revenue and profit - The company primarily provides four types of environmental hygiene services: cleaning, pest management, waste management and recycling, and horticultural services[48] - The environmental hygiene services industry faces challenges such as intense competition, labor shortages, and high operating costs (insurance, labor, vehicles, legal fees)[48] - The Group has expanded its business into the online game industry for the first time, entering into multiple licensing agreements, which contributed revenue of HK$43.8 million and profit of HK$3.4 million during the reporting period[49] - Future strategic focus is to create value through quality management, competitive pricing, and customer service, while prudently exploring new business opportunities to broaden the business scope[48] Other Information This section provides additional information on the company's liquidity, capital structure, asset pledges, exchange rate risk, contingent liabilities, significant transactions, capital commitments, employee and remuneration policies, and corporate governance Liquidity, Financial and Capital Resources As of June 30, 2025, the Group's cash and cash equivalents decreased, bank borrowings significantly declined, the current ratio increased to 4.5 times, and it is in a net cash position, with working capital primarily sourced from operating cash flow, existing cash, and equity fundraising Liquidity Position (HK$ '000) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | 44,725 | 58,994 | | Total bank borrowings | 23 | 8,701 | | Bank and cash balances and pledged bank balances | 62,425 | 76,694 | | Net current assets | 125,639 | 117,232 | | Current ratio | 4.5 times | 3.7 times | - The Group is in a net cash position[50] - Working capital is primarily provided by operating cash flows from business operations, existing cash and bank balances, bank and other borrowings, lease liabilities, and proceeds from equity fundraising activities[51] Capital Structure As of June 30, 2025, both the company's issued share capital and equity attributable to owners increased Capital Structure (HK$ '000) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Share capital attributable to owners of the Company | 23,040 | 19,200 | | Equity attributable to owners of the Company | 148,624 | 146,376 | Pledge of Assets As of June 30, 2025, the Group has pledged trade receivables, bank deposits, and motor vehicles as collateral for borrowings - The Group has pledged trade receivables, bank deposits, and motor vehicles as collateral for borrowings[53] Exchange Rate Risk The Group's transactions are primarily denominated in Hong Kong Dollars, Renminbi, and US Dollars, thus it does not face significant foreign exchange risk - The Group's transactions are mostly denominated in Hong Kong Dollars, Renminbi, and US Dollars, and thus it does not face significant foreign exchange risk[54] Contingent Liabilities As of June 30, 2025, banks and insurance companies issued performance bonds for the Group's customers totaling approximately HK$40.578 million and HK$8.471 million respectively, which the directors believe will not result in any material claims Performance Bonds (HK$ '000) | Source | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Banks | 40,578.5 | 39,412 | | Insurance companies | 8,471 | 7,922 | - The directors believe that no material claims will be made against the Group[55] Significant Investments Held, Material Acquisitions or Disposals of Subsidiaries and Affiliated Companies During the reporting period, there were no other significant investments, acquisitions, or disposals, except for Success Beauty Services Limited ceasing to be a subsidiary due to the exercise of exchangeable bonds - On June 25, 2024, Success Beauty Services Limited ceased to be a subsidiary of the Company due to the exercise of exchangeable bonds by bondholders[57] Disclosable Transactions During the reporting period, the company engaged in two disclosable transactions: the disposal of 163 specialized cleaning vehicles and multiple online game licensing agreements, with the latter marking the company's expansion into the online game industry Disposal of Vehicles The company disposed of 163 specialized cleaning vehicles for a consideration of HK$19 million, constituting a disclosable transaction under the GEM Listing Rules - Disposal of 163 specialized cleaning vehicles for a consideration of HK$19 million[58] - This transaction constitutes a disclosable transaction under the GEM Listing Rules[58] Exclusive Online Game Licensing Agreements The company expanded its business into the online game industry through multiple exclusive online game licensing agreements, which, when aggregated, constitute a disclosable transaction under the GEM Listing Rules - The company entered into multiple exclusive online game licensing agreements with licensors for a term of five years[59] - The licensing agreements, when aggregated, constitute a disclosable transaction under the GEM Listing Rules, but are exempt from circular and shareholders' approval requirements[59][60] Capital Commitments As of June 30, 2025, the Group had no significant capital commitments for the acquisition of property, plant and equipment - As of June 30, 2025, the Group had no significant capital commitments[61] Employees and Remuneration Policy As of June 30, 2025, the Group had approximately 657 employees, with remuneration policies referencing market terms and determined based on performance, qualifications, and experience, offering discretionary bonuses and other benefits Number of Employees | Date | Number of Employees | | :--- | :--- | | June 30, 2025 | Approx. 657 | | December 31, 2024 | Approx. 645 | - Remuneration policy references market terms, determined based on performance, qualifications, and experience, offering discretionary bonuses, medical insurance, retirement benefits, and other allowances[62] Use of Proceeds from Rights Issue The 2024 rights issue generated net proceeds of approximately HK$41.7 million, primarily used for performance bonds, vehicle purchases, and bank loan repayment; as of June 30, 2025, most funds were utilized as planned, with the remainder expected to be used by December 31, 2025 - The 2024 rights issue generated net proceeds of approximately HK$41.7 million[63] Use of Proceeds from Rights Issue (HK$ million) | Purpose | Original Net Proceeds | Unutilized as of December 31, 2024 | Utilized during the period ended June 30, 2025 | Unutilized as of June 30, 2025 | Expected Utilisation Time | | :--- | :--- | :--- | :--- | :--- | :--- | | Funds reserved for providing performance bonds | 26.0 | 11.6 | 0.7 | 10.9 | December 31, 2025 | | Purchase of additional vehicles | 6.6 | 7.0 | – | 6.6 | December 31, 2025 | | Repayment of the Group's bank loans and payables | 4.8 | – | – | – | – | | General working capital for business operations and general administrative and operating expenses | 3.9 | – | – | – | – | | Total | 41.7 | 18.2 | 0.7 | 17.5 | | Issue of Shares Under General Mandate The company completed the placement of 19,200,000 shares on May 19, 2025, generating net proceeds of approximately HK$5.08 million, which have been fully utilized for business operations and general working capital - The placement of 19,200,000 shares was completed on May 19, 2025, at a placing price of HK$0.27 per share[64] - Net proceeds of approximately HK$5.08 million have been fully utilized for business operations and general working capital[64][65] Competing Business During the reporting period, no directors, controlling shareholders, or substantial shareholders and their close associates engaged in any business competing with the Group's operations - During the reporting period, no directors, controlling shareholders, or substantial shareholders and their close associates engaged in any business that directly or indirectly competes with the Group's business[66] Purchase, Sale or Redemption of the Company’s Listed Securities During the reporting period, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's listed securities - During the reporting period, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's listed securities[67] Directors’ and Chief Executive’s Interests in Shares As of June 30, 2025, no directors or chief executive had any disclosable interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations - As of June 30, 2025, no directors or chief executive had any disclosable interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations[68] Substantial Shareholders’ Interests in Shares As of June 30, 2025, Mr. Tam Wai Tong was the largest substantial shareholder with 20.76% stake, with other key shareholders including Yongxin Global Investment Limited, He Hangyu, and Ye Yongchun Substantial Shareholders' Shareholdings | Name of Shareholder | Nature of Interest | Approximate Shareholding | Number of Ordinary Shares (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 | - All disclosed interests are long positions in the company's shares and underlying shares[69] Code of Conduct for Securities Transactions by Directors The company has adopted a strict code of conduct for directors' securities transactions and confirmed no breaches from the listing date to the report date - The company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than those in the GEM Listing Rules[70] - The company confirmed no breaches of the required standards of dealing and code of conduct for directors' securities transactions from the listing date up to the date of this report[70] Corporate Governance Practices The Group's corporate governance practices are based on the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, and the company has complied with all applicable code provisions during the reporting period - The Group's corporate governance practices are based on the principles and code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[71] - During the reporting period and up to the date of this report, the company has complied with all applicable code provisions of the Code, save as disclosed otherwise in this report[71] Changes in Information of Directors and Supervisors During the reporting period, the company's board of directors underwent several changes, including Mr. Wang Rong's resignation as executive director and Mr. Chow Yun Cheung's re-designation from independent non-executive director to executive director, leading to a shortfall in the number of independent non-executive directors and non-compliance with GEM Listing Rules - Mr. Wang Rong resigned as an executive director on June 9, 2025, and was appointed as Vice President of Cai Bai Limited, a subsidiary of the Company[72] - Mr. Chow Yun Cheung was re-designated from an independent non-executive director to an executive director on June 9, 2025, and resigned as chairman of the Audit Committee, Remuneration Committee, and member of the Nomination Committee[72] - Mr. Leung Ka Wai, an independent non-executive director, was appointed as chairman of the Company's Remuneration Committee and Nomination Committee[73] - Mr. Pang Wai Ho resigned as company secretary, and Mr. Chow Yun Cheung was appointed as company secretary[73] - The company failed to comply with GEM Listing Rule 5.05 regarding the number of independent non-executive directors (at least three) and their composition (at least one with appropriate professional qualifications)[73] - The company also failed to comply with GEM Listing Rule 5.28 regarding the minimum number and composition of members of the Company's Audit Committee[73] Audit Committee The Audit Committee, comprising two independent non-executive directors, is responsible for reviewing financial reports and internal controls, and has reviewed the draft interim report and unaudited condensed consolidated financial statements - The Audit Committee comprises two independent non-executive directors, namely Mr. Mak Kwok Kei and Mr. Leung Ka Wai[74] - The Audit Committee's responsibilities include reviewing annual reports and accounts, draft interim reports, and providing advice and recommendations to the Board[74] - The Audit Committee has reviewed the draft interim report and the unaudited condensed consolidated financial statements for the reporting period before recommending them to the Board for approval[74] Remuneration Committee The Remuneration Committee, composed of one executive director and two independent non-executive directors with Mr. Leung Ka Wai as chairman, primarily advises the Board on remuneration policies and structures for directors and senior management - The Remuneration Committee comprises one executive director and two independent non-executive directors, namely Mr. Tam Yiu Shing, Mr. Mak Kwok Kei, and Mr. Leung Ka Wai[75] - Mr. Leung Ka Wai currently serves as the chairman of the Remuneration Committee[75] - The Remuneration Committee is primarily responsible for making recommendations to the Board on the company's remuneration policies and structures for all directors and senior management, and for establishing formal and transparent procedures for developing remuneration policies[75] Nomination Committee The Nomination Committee, consisting of one executive director and two independent non-executive directors with Ms. Liu Jingjing as chairman, primarily advises the Board on director appointments and succession planning - The Nomination Committee comprises one executive director and two independent non-executive directors, namely Ms. Liu Jingjing, Mr. Mak Kwok Kei, and Mr. Leung Ka Wai[76] - Mr. Leung Ka Wai currently serves as the chairman of the Nomination Committee[76] - The Nomination Committee is primarily responsible for making recommendations to the Board on the appointment of directors and succession planning for directors[76] Events After the Reporting Period No other significant events occurred after the reporting period and up to the date of this report, except as already disclosed herein - Save as disclosed otherwise in this report, no other significant events occurred after the reporting period and up to the date of this report[77] Board of Directors / Disclaimer This report, authorized by the Board, includes a list of Board members and publication channels, and states that the English version shall prevail in case of any discrepancy between the English and Chinese texts - The Board comprises three executive directors (Mr. Tam Yiu Shing, Mr. Chow Yun Cheung, and Ms. Liu Jingjing) and two independent non-executive directors (Mr. Mak Kwok Kei and Mr. Leung Ka Wai)[78] - This report will be published on the website of The Stock Exchange of Hong Kong Limited and the company's website for at least seven consecutive days from the date of publication[78] - In case of any discrepancy between the English and Chinese versions of this report, the English version shall prevail[79]