汇盈控股(00821) - 2025 - 中期业绩

Corporate Information This section outlines V.C. Group Limited's governance structure, including board members, committee compositions, key management, registration details, auditors, principal bankers, and share registrars Board Members and Committees This section details the executive and independent non-executive directors, along with the composition of the company's key governance committees - Executive Directors include FU Yiu Man (Chairman), WONG Kam Fat (Vice Chairman), LIAN Haijiang, and LI Chen[5][6] - Independent Non-executive Directors include WONG Chung Kin, SIU Miu Man, and AU Tin Fung[5][6] - The company has an Executive Committee, Audit Committee, Remuneration Committee, and Nomination Committee, ensuring a robust corporate governance structure[5][6] Company Basic Information This section provides essential company details such as authorized representatives, registered office, auditors, principal bankers, stock code, and website - Authorized representatives are Mr. FU Yiu Man and Ms. LAI Choi Ling, with Ms. LAI Choi Ling also serving as Company Secretary[8][9] - The company's registered office is located at 6th Floor, Central Commercial Building, 181-185 Gloucester Road, Wanchai, Hong Kong[8][9] - Auditor is BCT CPA Limited, and principal bankers include Industrial and Commercial Bank of China (Asia) Limited, Hang Seng Bank Limited, and Bank of China (Hong Kong) Limited[8][9] - The company's stock code is 821, and its website is http://www.vcgroup.com.hk[8](index=8&type=chunk)[9] Management Discussion and Analysis This section comprehensively reviews V.C. Group Limited's business operations, industry environment, financial performance, and future strategies for the six months ended June 30, 2025 Group Business Overview The Group is a financial services conglomerate primarily engaged in financial services, proprietary trading, and property investment businesses - The Group is a financial services group primarily providing financial services, proprietary trading, and property investment businesses[10][12] - Financial services cover securities brokerage and trading, financing services, corporate finance and other advisory services, asset management, and insurance brokerage businesses[10][12] - Services primarily target Greater China clients and have expanded into property investment[10][12] Industry Overview The Hong Kong capital market showed strong performance in the first half of 2025, with significant increases in trading volume and derivatives turnover, attracting international capital - The Hong Kong capital market experienced a breakthrough performance in the first half of 2025, with significantly increased turnover and derivatives trading volume[11][13] - The Hang Seng Index rose approximately 20% year-to-date, ranking among the best-performing indices globally[11][13] - Hong Kong's market capitalization reached HK$42.7 trillion, a 33% year-on-year increase; new share fundraising surged 695% year-on-year; average daily turnover increased over twofold to HK$240.2 billion[11][13] - The market demonstrated strong resilience amidst geopolitical uncertainties, attracting international capital inflows and solidifying Hong Kong's position as a leading global financial center[11][13] Business Review The Group focused on comprehensive financial services, benefiting from capital market growth, with significant increases in brokerage, underwriting, and insurance brokerage commissions, while exploring fintech and crypto through a convertible bond issuance Financial Services The Group continued to provide high-quality, comprehensive financial services, leveraging core technology and experience, with significant growth in brokerage and underwriting commissions - The Group continues to focus on providing high-quality, comprehensive financial services, utilizing its core technology and extensive experience[15][17] - Breakthrough developments in the capital market and increased participation from mainland clients in the first half of 2025 led to significant growth in brokerage commissions, underwriting, sub-underwriting, placing, and sub-placing commissions, as well as insurance brokerage commissions[15][17] Convertible Bond Issuance and Collaboration with Monochrome Group The company issued HK$5 million in convertible bonds and entered into an MOU with Monochrome Group to explore fintech and crypto business development - The company issued convertible bonds with a total principal amount of HK$5 million on June 13, 2025, bearing 1% annual interest, with a 2-year term, convertible into up to 12.5 million shares, and completed subscription on June 25, 2025[16][18] - The company entered into a Memorandum of Understanding with Monochrome Group to consider investing in its equity, debt instruments, or other financial notes, and to establish joint ventures or startups to develop fintech businesses, with mutual intent to collaborate on crypto infrastructure and crypto businesses[19][20] Convertible Bond Subscription Proceeds Usage | Purpose | Proposed Amount (HK$ thousand) | Actual Amount Used as of June 30, 2025 (HK$ thousand) | Remaining Unused Amount (HK$ thousand) | Expected Usage Timeline | | :--- | :--- | :--- | :--- | :--- | | General working capital | 2,900 | – | 2,900 | Expected to be fully utilized before December 31, 2025 | | Debt repayment | 2,000 | – | 2,000 | | | Total | 4,900 | – | 4,900 | | - Revenue decreased during the reporting period, primarily due to lower client interest income; the company will continue to explore new businesses to diversify its revenue base[21][22] Traditional Brokerage and Financing Business Traditional brokerage and financing remained the Group's primary revenue source, accounting for approximately 76% of total revenue, with services including securities trading, placing, underwriting, and margin financing - Traditional brokerage and financing business remains the Group's primary revenue source, accounting for approximately 76% of its total revenue (compared to 83% in the same period last year)[24][28] - The Group provides local and overseas securities trading, placing, underwriting, and margin financing services through V.C. Securities[24][28] - Additionally, it offers M&A advisory services through V.C. Corporate Finance and company secretarial services through V.C. Secretarial Services[24][28] Asset Management and Insurance Brokerage Business Both asset management and insurance brokerage segments experienced continuous revenue growth due to new partnership fund investments and an increase in insured clients - Revenue from both the asset management and insurance brokerage segments continued to grow due to investments in new partnership funds since September 2024 and an increase in the number of insured clients[25][29] Proprietary Trading Business The proprietary trading business saw a 28% decrease in the market value of financial assets held for trading, primarily concentrated in consumer goods and services, with a significant share sale of Tianji Holdings Limited - As of June 30, 2025, the Group held financial assets for trading (including Hong Kong-listed equity securities) valued at approximately HK$84.3 million, a 28% decrease in market value compared to December 31, 2024[26][30] - During the reporting period, the Group's held stocks were primarily concentrated in the consumer goods and services industry[26][30] - The Group sold 31,302,000 shares of Tianji Holdings Limited between August 5, 2024, and January 2, 2025, for a total consideration of approximately HK$6.67 million[27][30] Outlook The Group aims to maintain high-level services, adopt prudent financing strategies, optimize resource allocation, and actively explore new business and investment opportunities, particularly in the cryptocurrency sector, to achieve steady growth - The Group will continue to strive to maintain high-level services for its clients and adopt a prudent approach to its financing business[31][32] - The Group will optimize resource allocation and actively explore new business and investment opportunities across various industries to drive steady business growth[31][32] - Referring to the Memorandum of Understanding with Monochrome, the Group intends to strengthen its capital position to open up development opportunities in the cryptocurrency sector[31][32] Financial Review For the six months ended June 30, 2025, the Group's revenue from continuing operations decreased by 8% to HK$31.8 million, but the consolidated loss narrowed by 25% to HK$49.3 million, driven by reduced net realized and unrealized losses on financial assets, impairment losses on receivables, and staff costs Overall Financial Performance The Group's consolidated revenue from continuing operations decreased by 8% to HK$31.8 million, while the consolidated loss narrowed by 25% to HK$49.3 million, primarily due to reduced losses from financial assets and lower staff costs - For the six months ended June 30, 2025, the Group's consolidated revenue from continuing operations was approximately HK$31.8 million, a decrease of approximately 8% compared to the same period in 2024[33][35] - The consolidated loss for the period was approximately HK$49.3 million, a decrease of approximately 25% compared to approximately HK$65.9 million in the same period in 2024[33][35] - The reduction in loss was mainly due to a decrease of approximately HK$11.8 million in net realized and unrealized losses on financial assets held for trading, a decrease of approximately HK$7.8 million in impairment losses on accounts receivable, and a decrease of approximately HK$3.5 million in staff costs[34][35] Revenue and Segment Performance Analysis This section provides a detailed breakdown of the Group's revenue by source and the performance of each business segment, highlighting changes in contributions and profitability Revenue Analysis (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Proportion of Total Revenue (%) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | Proportion of Total Revenue (%) | Increase (Decrease) (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Brokerage and financing | 24,337 | 76% | 28,624 | 83% | (15%) | | Brokerage commissions and other related fees | 2,712 | 8% | 2,143 | 6% | 27% | | Underwriting, sub-underwriting, placing and sub-placing commissions | 530 | 2% | 178 | – | 198% | | Interest income from brokerage clients | 8,777 | 27% | 10,342 | 30% | (15%) | | Interest income from money lending clients | 12,318 | 39% | 15,961 | 47% | (23%) | | Corporate finance and other advisory services | 1,772 | 5% | 2,667 | 8% | (34%) | | Asset management | 1,784 | 6% | 811 | 2% | 120% | | Insurance brokerage | 3,740 | 12% | 2,511 | 7% | 49% | | Proprietary trading | – | – | – | – | – | | Property investment | 210 | 1% | 70 | – | 200% | | Total Revenue | 31,843 | 100% | 34,683 | 100% | (8%) | Segment Results | Segment | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Brokerage and financing | (1,070) | (6,170) | | Corporate finance and other advisory services | (1,706) | (1,556) | | Asset management | 1,439 | (279) | | Insurance brokerage | (8) | (198) | | Proprietary trading | (31,744) | (44,679) | | Property investment | (423) | (3) | | Group Segment Loss | (33,512) | (52,885) | Brokerage and Financing Business Brokerage and financing revenue decreased by 15% to HK$24.3 million, accounting for 76% of total revenue, with growth in brokerage commissions offset by a 20% decline in financing interest income due to lower prime rates and a cautious approach to new lending - Total revenue from brokerage and financing business was approximately HK$24.3 million, a year-on-year decrease of approximately 15%, accounting for approximately 76% of the Group's total revenue[41][45] - Brokerage commissions and other related fees were approximately HK$2.7 million, a year-on-year increase of approximately 27%; placing and underwriting commissions were approximately HK$0.5 million, a year-on-year increase of 198%[42][43][46] - Total interest income from financing business was approximately HK$21.1 million, a year-on-year decrease of approximately 20%, mainly due to lower bank prime rates and no new loans granted in the money lending business[44][47][48][49][51][52] - As of June 30, 2025, the money lending business had 25 active loan accounts, with an average loan amount of approximately HK$14.4 million and interest rates ranging from 8% to 18% per annum[50][52][54][57] - Given the post-pandemic economic conditions and market sentiment, the company decided to adopt a more prudent approach to its money lending business, strictly screening new loan approvals, and strengthening management of existing receivables and cash position[76][78] Key Terms of Loan Approvals | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of active loan accounts | 25 | 25 | | Average loan amount | HK$14,400,000 | HK$14,100,000 | | Percentage of total receivables and interest from largest client | 10% | 10% | | Percentage of total receivables and interest from top five clients | 41% | 40% | | Average term | 9.2 months | 9.2 months | | Interest rate range (annual) | 8% to 18% | 8% to 18% | Secured vs. Unsecured Loans | Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Percentage of loans with collateral ("Secured Loans") to total loans | 39% | 37% | | Average term (Secured) | 11.7 months | 11.7 months | | Interest rate range (annual) (Secured) | 12% to 18% | 12% to 18% | | Percentage of loans without collateral ("Unsecured Loans") to total loans | 61% | 63% | | Average term (Unsecured) | 7.8 months | 7.8 months | | Interest rate range (annual) (Unsecured) | 8% to 18% | 8% to 18% | - For the six months ended June 30, 2025, the brokerage and financing business recorded an operating loss after tax of approximately HK$1.1 million, a narrowing from the HK$6.2 million loss in the same period last year[105][107] Corporate Finance and Other Advisory Services Corporate finance and other advisory services recorded revenue of HK$1.8 million, a 34% year-on-year decrease, resulting in a post-tax loss of HK$1.7 million - The company's corporate finance and other advisory services business recorded revenue of approximately HK$1.8 million (2024: HK$2.7 million), a year-on-year decrease of 34%[109][112] - This business recorded a post-tax loss of approximately HK$1.7 million (2024: HK$1.6 million), accounting for approximately 5% of the Group's total revenue[109][112] Asset Management Business Asset management business revenue increased by 125% to HK$1.8 million, resulting in a post-tax profit of HK$1.4 million, primarily driven by partnership fund investments in European new energy projects - The company's asset management business recorded revenue of approximately HK$1.8 million (2024: HK$0.8 million), a year-on-year increase of 125%[110][113] - This business recorded a post-tax profit of approximately HK$1.4 million (2024: loss of approximately HK$0.3 million), accounting for approximately 6% of the Group's total revenue[110][113] - Revenue growth was mainly due to partnership fund investments in European new energy projects[110][113] Insurance Brokerage Business Insurance brokerage business revenue increased by 48% to HK$3.7 million, with the operating loss significantly narrowed to HK$8 thousand, primarily due to referrals from independent third parties - The Group's insurance brokerage business recorded revenue of approximately HK$3.7 million (2024: HK$2.5 million), a year-on-year increase of 48%[111][114] - This business recorded an operating loss of approximately HK$8 thousand (2024: HK$198 thousand), with the loss significantly narrowed, mainly due to referrals from independent third parties[111][114] Proprietary Trading Business As of June 30, 2025, the proprietary trading business's Hong Kong-listed equity securities decreased by 28% to HK$84.3 million, representing 21% of total assets, and incurred a net loss of HK$29.6 million due to underperforming securities, despite strict investment policies - As of June 30, 2025, the Group held approximately HK$84.3 million in Hong Kong-listed equity securities, a 28% decrease in market value compared to December 31, 2024, accounting for approximately 21% of the Group's total assets[116][119] - The company has formulated a securities investment policy aimed at enhancing returns on cash balances not used in daily business operations and limiting associated risks[117][120] - Total investment shall not exceed HK$500 million, single stock investment not exceeding HK$70 million, and single stock holding not exceeding 10% of total outstanding shares[117][120] - In the first half of 2025, the Group's proprietary trading business recorded no revenue but recognized a net loss of approximately HK$29.6 million (including realized losses of approximately HK$7.5 million and unrealized losses of approximately HK$22.1 million), a narrowing from the loss in the same period in 2024[128][129] Unrealized Gains/(Losses) by Industry | Industry | Percentage of Group's Total Asset Market Value (%) | Unrealized Gains/(Losses) for the Six Months Ended June 30, 2025 (HK$ million) | | :--- | :--- | :--- | | Information Technology | 0.5% | 0.4 | | Energy | 0.6% | 0.3 | | Industrials | 7.6% | (23.5) | | Consumer Discretionary | 10.0% | 3.1 | | Financials | 2.1% | (2.4) | | Total | 20.8% | (22.1) | - Overall, the proprietary trading business recorded an operating loss of approximately HK$31.7 million for the six months ended June 30, 2025 (2024: HK$44.7 million)[131][135] Property Investment Property investment business revenue increased by 200% to HK$0.21 million, but the post-tax loss expanded to HK$0.423 million - The Group's property investment business recorded revenue of approximately HK$0.21 million (2024: HK$0.07 million), a year-on-year increase of 200%[132][136] - This business recorded a post-tax loss of approximately HK$0.423 million (2024: HK$3 thousand), with the loss expanding[132][136] Income Tax Credit/Expense The Group recognized an income tax credit of HK$43 thousand for the six months ended June 30, 2025, primarily related to convertible bonds, a shift from an expense in the prior year - For the six months ended June 30, 2025, the Group recognized an income tax credit of approximately HK$43 thousand (2024: expense of HK$143 thousand), primarily related to convertible bonds[133][137] Finance Costs The Group's finance costs increased by 31.6% to HK$2.5 million for the six months ended June 30, 2025 - For the six months ended June 30, 2025, the Group's finance costs were approximately HK$2.5 million (2024: HK$1.9 million), a year-on-year increase of 31.6%[134][138] Number of Employees and Employee Information As of June 30, 2025, the Group employed 63 staff and 10 self-employed client executives, with staff costs decreasing by HK$3.8 million due to human resource restructuring - As of June 30, 2025, the Group employed a total of 63 employees (December 31, 2024: 56), plus 10 self-employed client executives[139][142] - Salaries and staff welfare costs were approximately HK$15.6 million (2024: HK$19.4 million), a year-on-year decrease of approximately HK$3.8 million, mainly due to human resource restructuring for cost savings[139][142] Liquidity and Financial Resources/Capital Structure The Group funds operations through internal resources, cash from operations, convertible bonds, and margin loans, maintaining a satisfactory liquidity ratio of approximately 8 times despite a 12% decrease in net current assets and shareholders' equity - The Group primarily funds its business operations and investments through internal resources, cash generated from operating activities, convertible bonds, and margin loans[140][143] - As of June 30, 2025, bank balances and cash were approximately HK$19.4 million, an increase of approximately 5% compared to December 31, 2024[146][150] - Net current assets were approximately HK$308.9 million, and shareholders' equity was approximately HK$337.8 million, both decreasing by 12% compared to December 31, 2024[146][150] - The current ratio remained at a satisfactory level of approximately 8 times[146][150] Pledge of Group Assets As of June 30, 2025, trading securities valued at HK$54.4 million were pledged for margin financing, and property valued at HK$14.2 million was pledged for a HK$9 million loan - As of June 30, 2025, trading securities with a fair value of approximately HK$54.4 million were pledged to certain brokerage firms to obtain margin financing[149][153] - Property with a fair value of approximately HK$14.2 million was pledged to secure a HK$9 million loan from an independent money lender[154][158] Foreign Exchange Risk The Group's policy is to minimize foreign exchange risk by using local currencies, with most major business conducted in HKD, resulting in negligible RMB foreign exchange risk - The Group's policy is for each operating entity to use local currency as much as possible to reduce foreign exchange-related risks[155][159] - The majority of major business is conducted in Hong Kong Dollars, resulting in negligible Renminbi foreign exchange risk, thus no hedging is required[155][159] Contingent Liabilities As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities or pending litigations - As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities or pending litigations[156][160] Gearing Ratio The Group's gearing ratio was approximately 15% as of June 30, 2025, an increase from 13% at December 31, 2024 - As of June 30, 2025, the Group's gearing ratio was approximately 15% (December 31, 2024: 13%)[157][161] Significant Investments Held, Their Performance and Future Prospects As of June 30, 2025, the Group held 63.24 million shares of Grand Ocean Advanced Resources Company Limited (stock code: 1341) with a fair value of HK$25.3 million, representing 6% of total assets, but the share price fell by 49%, and all shares were sold in July 2025 - As of June 30, 2025, the Group held 63,240,000 shares of Grand Ocean Advanced Resources Company Limited (stock code: 1341) with a fair value of approximately HK$25.3 million, accounting for approximately 6% of the Group's total assets[164][167] - The investment cost was approximately HK$33.7 million, and its share price fell by approximately 49% for the six months ended June 30, 2025[164][167] - The Group sold all its shares in Grand Ocean Advanced Resources Company Limited in July 2025[164][167] Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures For the six months ended June 30, 2025, the Group completed no material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group completed no material acquisitions or disposals[165][168] Future Plans for Material Investments or Capital Assets and Their Expected Funding Sources for the Coming Year As of June 30, 2025, the Group had no other plans for material investments or capital assets for the coming year, nor any significant contracted but unprovided commitments for property and equipment additions - As of June 30, 2025, the Group had no other plans for material investments or capital assets for the coming year, nor any significant contracted but unprovided commitments for property and equipment additions[166][169] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the unaudited financial results for the six months ended June 30, 2025, showing revenue from continuing operations of HK$31.843 million and a consolidated loss of HK$49.287 million, which narrowed from the prior year Key Financial Data (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Revenue | 31,843 | 34,683 | | Other income | 150 | 900 | | Net other gains and losses | (31,544) | (41,155) | | Net impairment losses on accounts receivable | (12,499) | (20,303) | | Staff costs | (16,569) | (20,100) | | Commission expenses | (3,784) | (2,849) | | Depreciation and amortization | (3,041) | (3,929) | | Finance costs | (2,539) | (1,876) | | Other operating expenses | (11,345) | (9,390) | | Share of results of associates | (2) | (15) | | Loss before tax | (49,330) | (64,074) | | Income tax credit (expense) | 43 | (143) | | Loss for the period from continuing operations | (49,287) | (64,217) | | Loss for the period from discontinued operations | – | (1,724) | | Loss for the period | (49,287) | (65,941) | Loss Per Share (HK cents) | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Continuing and discontinued operations (Basic and Diluted) | (1.99) | (2.64) | | Continuing operations (Basic and Diluted) | (1.99) | (2.60) | Condensed Consolidated Statement of Financial Position This statement presents the unaudited financial position as of June 30, 2025, showing total assets less current liabilities of HK$358 million and net assets of HK$337.8 million, with net current assets of HK$308.9 million and a satisfactory current ratio of approximately 8 times Key Financial Position Data | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Non-current assets | | | | Goodwill | 7,630 | 7,630 | | Other intangible assets | 3,857 | 4,000 | | Investment properties | 14,230 | 14,230 | | Right-of-use assets | 4,913 | 7,526 | | Financial assets at fair value through other comprehensive income | 14,312 | 14,312 | | Total non-current assets | 49,067 | 52,458 | | Current assets | | | | Accounts receivable | 248,312 | 261,982 | | Financial assets at fair value through profit or loss | 84,322 | 116,436 | | Bank balances and cash | 19,373 | 18,391 | | Total current assets | 355,218 | 399,143 | | Current liabilities | | | | Accounts payable | 5,953 | 2,003 | | Other borrowings | 9,000 | 9,000 | | Margin loan payables | 18,627 | 20,318 | | Lease liabilities | 3,795 | 4,586 | | Total current liabilities | 46,272 | 49,499 | | Net current assets | 308,946 | 349,644 | | Non-current liabilities | | | | Convertible bonds | 18,115 | 13,476 | | Total non-current liabilities | 20,200 | 17,410 | | Net assets | 337,813 | 384,692 | - As of June 30, 2025, the current ratio remained at a satisfactory level of approximately 8 times[146][150] Condensed Consolidated Statement of Changes in Equity This statement illustrates the changes in equity components for the six months ended June 30, 2025, with equity attributable to owners decreasing from HK$384.7 million to HK$337.8 million, primarily due to the loss for the period, partially offset by a HK$2.51 million increase from the equity component of convertible bonds Changes in Equity Attributable to Owners of the Company | Indicator | January 1, 2025 (HK$ thousand) | June 30, 2025 (HK$ thousand) | January 1, 2024 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Equity at beginning of period | 384,727 | 384,727 | 513,717 | 513,717 | | Loss and total comprehensive expense for the period | (49,281) | (49,281) | (65,377) | (65,376) | | Equity component of convertible bonds recognized | 2,510 | 2,510 | – | – | | Deferred tax liability for equity component of convertible bonds recognized | (102) | (102) | – | – | | Equity at end of period | 337,854 | 337,854 | 448,341 | 448,341 | - Capital reserve of HK$123.7582 million is considered distributable as all creditor debts have been fully repaid[176][178] - Other reserves represent the difference between the purchase consideration for the remaining 9.90% equity interest in V.C. Corporate Finance Limited and the amount acquired[177][179] Condensed Consolidated Statement of Cash Flows This statement shows that for the six months ended June 30, 2025, net cash used in operating activities was HK$2.82 million, net cash from investing activities was HK$0.078 million, and net cash from financing activities was HK$3.724 million, resulting in a net increase of HK$0.982 million in cash and cash equivalents Cash Flow Summary | Activity | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net cash (used in) from operating activities | (2,820) | 11,534 | | Net cash from (used in) investing activities | 78 | (18,050) | | Net cash from financing activities | 3,724 | 4,997 | | Net increase (decrease) in cash and cash equivalents | 982 | (1,519) | | Cash and cash equivalents at beginning of period | 18,391 | 17,721 | | Effect of exchange rate changes | – | (13) | | Cash and cash equivalents at end of period | 19,373 | 16,189 | Notes to the Condensed Consolidated Financial Statements These notes elaborate on the basis of preparation, significant accounting policies, revenue and segment information, and other financial details, providing supplementary information for understanding the Group's financial position and operating results 1. General The company is a public limited company incorporated in Hong Kong and listed on the Stock Exchange, primarily engaged in financial services, proprietary trading, asset management, insurance brokerage, and property investment - The company is a public limited company incorporated in Hong Kong, with its shares listed on The Stock Exchange of Hong Kong Limited[181][186] - The Group is principally engaged in providing financial services, proprietary trading business, asset management and insurance brokerage services, and property investment[182][186] 2. Basis of Preparation The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and applicable disclosure requirements of Appendix 16 of the Listing Rules, reviewed by the Audit Committee - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of Appendix 16 to the Listing Rules of the Stock Exchange[183][187] - The financial statements are unaudited but have been reviewed by the company's Audit Committee and are presented in Hong Kong Dollars[189][192] - Comparative financial information for the year ended December 31, 2024, is derived from the audited financial statements, and the auditor's report was unqualified[190][191][192] 3. Significant Accounting Policies The condensed consolidated financial statements are prepared on a historical cost basis, with certain financial instruments measured at fair value, and the adoption of HKFRS 21 had no material impact - The condensed consolidated financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value at the end of each reporting period[193][196] - HKFRS 21 "Lack of Exchangeability" issued by the Hong Kong Institute of Certified Public Accountants was adopted for the first time in this period but had no significant impact on the Group's financial performance and position[195][196] 4. Revenue and Segment Information This section details the Group's revenue sources and segment performance, showing total revenue from continuing operations of HK$31.843 million, primarily from financial services, with asset management and insurance brokerage showing significant growth - Revenue primarily derived from financial services (including securities brokerage, financing, placing and underwriting, M&A advisory, company secretarial services), proprietary trading, asset management, insurance brokerage, and property investment[198][199] Revenue from Continuing Operations (by Major Service) | Service Type | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Brokerage commissions and other related fees | 2,712 | 2,143 | | Underwriting, sub-underwriting, placing and sub-placing commissions | 530 | 178 | | Arrangement, referral, advisory and other fee income | 1,772 | 2,667 | | Asset management | 1,784 | 811 | | Insurance brokerage | 3,740 | 2,511 | | Subtotal (HKFRS 15 Scope) | 10,538 | 8,310 | | Client interest income | 21,095 | 26,303 | | Investment property rental income | 210 | 70 | | Subtotal (Other Sources) | 21,305 | 26,373 | | Total Revenue | 31,843 | 34,683 | Other Income | Income Source | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Interest income from authorized institutions | 109 | 359 | | Interest income from convertible bonds | – | 99 | | Other interest income | 31 | 408 | | Government grants | – | 30 | | Miscellaneous income | 10 | 4 | | Total | 150 | 900 | - The Group has identified six reportable segments: brokerage and financing, corporate finance and other advisory services, asset management, insurance brokerage, proprietary trading, and property investment[205] Segment Revenue and (Loss) Profit (First Half 2025) | Segment | Revenue (HK$ thousand) | (Loss) Profit (HK$ thousand) | | :--- | :--- | :--- | | Brokerage and financing | 24,337 | (1,070) | | Corporate finance and other advisory services | 1,772 | (1,706) | | Asset management | 1,784 | 1,439 | | Insurance brokerage | 3,740 | (8) | | Proprietary trading | – | (31,744) | | Property investment | 210 | (423) | | Total Segments | 31,843 | (33,512) | - For the six months ended June 30, 2025, a single client contributed 10% or more of the Group's revenue, primarily from the brokerage and financing business segment in Hong Kong[213][214][215][216] 5. Other Gains and Losses, Net This section details the net other gains and losses from continuing operations, including foreign exchange gains, losses from financial assets at fair value through profit or loss, and realized and unrealized losses from trading financial assets Other Gains and Losses, Net (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Net exchange gains (losses) | 189 | (19) | | Loss on acquisition of financial assets at fair value through profit or loss | (2,172) | – | | Gain on disposal of property and equipment | – | 230 | | Net realized and unrealized losses on financial assets held for trading | (29,561) | (41,366) | | Total | (31,544) | (41,155) | 6. Staff Costs (Including Directors' Emoluments) This section provides a breakdown of staff costs for continuing operations, including staff commissions, salaries, welfare, and retirement benefit plan contributions Staff Costs (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Staff commissions | 919 | 711 | | Salaries and wages | 14,560 | 17,274 | | Staff welfare | 619 | 988 | | Recruitment costs | 3 | 4 | | Severance payments | – | 23 | | Provision for (reversal of) long service payments/annual leave benefits | (26) | 79 | | Retirement benefit scheme contributions | 421 | 422 | | Provision for discretionary performance-related bonuses and gratuities | 73 | 599 | | Total | 16,569 | 20,100 | 7. Finance Costs This section details the Group's finance costs for continuing operations, including interest on bank overdrafts, convertible bonds, lease liabilities, other borrowings, and margin loans Finance Costs (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Bank overdraft interest | 6 | – | | Interest on convertible bonds issued | 403 | – | | Interest on lease liabilities | 176 | 149 | | Interest on other borrowings | 606 | – | | Interest on margin loan payables | 1,348 | 1,727 | | Total | 2,539 | 1,876 | 8. Income Tax Credit (Expense) This section details the Group's income tax credit or expense for continuing operations, primarily related to deferred tax, with no Hong Kong profits tax provision due to the absence of taxable profits Income Tax Credit (Expense) (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Deferred tax credit (expense) | 43 | (143) | - No provision for Hong Kong profits tax was made as Hong Kong subsidiaries had no taxable profits in both periods[228][230] 9. Dividends The directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024: nil)[229][231] 10. Loss Per Share This section provides details on the calculation of basic and diluted loss per share for the six months ended June 30, 2025, with both continuing and continuing operations showing a loss of 1.99 HK cents per share Loss Per Share (Continuing and Discontinued Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Loss used for calculating basic and diluted loss per share | (49,281) | (65,377) | | Weighted average number of ordinary shares (thousand shares) | 2,473,523 | 2,473,523 | | Basic and diluted loss per share (HK cents) | (1.99) | (2.64) | Loss Per Share (Continuing Operations) | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the company | (49,281) | (65,377) | | Add: Loss for the period from discontinued operations | – | 1,165 | | Loss used for calculating basic and diluted loss per share from continuing operations | (49,281) | (64,212) | | Weighted average number of ordinary shares (thousand shares) | 2,473,523 | 2,473,523 | | Basic and diluted loss per share (HK cents) | (1.99) | (2.60) | - The calculation of diluted loss per share did not assume the conversion or exercise of convertible bonds and share options, as they would result in a decrease/increase in loss per share, and the exercise price of share options was higher than the average market price[239][240] 11. Accounts Receivable As of June 30, 2025, total accounts receivable decreased to HK$248.3 million, primarily from money lending, securities trading, and margin clients, with impairment losses measured using 12-month or lifetime expected credit losses - As of June 30, 2025, total accounts receivable was approximately HK$248.3 million, a decrease compared to December 31, 2024[243][244] - The Group measures loss allowances for accounts receivable at an amount equal to 12-month expected credit losses (ECL) or lifetime ECL[245][247] Accounts Receivable Details (Net of Impairment Losses) | Source | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Securities trading (clearing houses, rolling balance cash clients) | 62,289 | 69,106 | | Corporate finance and other advisory services | 1,177 | 545 | | Money lending services | 133,233 | 127,200 | | Securities trading (margin clients) | 43,949 | 58,984 | | Asset management | 7,524 | 5,627 | | Insurance brokerage | – | 415 | | Property investment | 140 | 105 | | Total | 248,312 | 261,982 | - Of the amounts due from money lending clients, the net carrying amount of approximately HK$87 million was secured by clients' listed securities and properties[253] - Amounts due from margin clients of approximately HK$103.452 million were secured by listed securities with a fair value of approximately HK$66.845 million, of which approximately HK$69.012 million was considered impaired[255][256][258][259] 12. Financial Assets at Fair Value Through Profit or Loss This section details financial assets measured at fair value through profit or loss, primarily Hong Kong-listed equity securities, which are classified as current assets Financial Assets at Fair Value Through Profit or Loss | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Listed equity securities listed in Hong Kong | 84,322 | 116,436 | | Analyzed for reporting purposes as: | | | | – Current assets | 84,322 | 116,436 | 13. Accounts Payable This section details accounts payable, primarily from securities trading and insurance brokerage, with amounts due to clearing houses typically due within two trading days and amounts to cash and margin clients repayable on demand Accounts Payable Details | Source | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Securities trading (clearing houses, rolling balance cash clients, margin clients) | 5,943 | 1,629 | | Insurance brokerage | 10 | 374 | | Total | 5,953 | 2,003 | - Amounts due to clearing houses are normally due within two trading days after the transaction date; amounts due to cash and margin clients with rolling balances are repayable on demand[273][274][276] - The company's directors believe that, given the nature of this business, an aging analysis provides no additional value, and therefore no aging analysis is disclosed[275][276] 14. Other Borrowing As of June 30, 2025, other secured borrowings amounted to HK$9 million, collateralized by investment properties in Hong Kong, bearing 13% fixed annual interest and due June 3, 2027, but classified as current due to a demand clause - As of June 30, 2025, other secured borrowings amounted to HK$9 million, collateralized by investment properties located in Hong Kong[277][278] - This borrowing bears a fixed annual interest rate of 13% and is repayable on June 3, 2027, but is classified as a current liability due to a demand clause[277][278] 15. Share Capital This section provides details of the company's issued and fully paid ordinary share capital, noting that the share count has not been adjusted for the share consolidation effective July 28, 2025 Issued and Fully Paid Ordinary Shares | Indicator | Number of Shares (thousand shares) | Amount (HK$ thousand) | | :--- | :--- | :--- | | As of June 30, 2025 | 2,473,523 | 1,810,848 | - The information disclosed herein regarding the number of shares of the company has not been adjusted for the share consolidation effective July 28, 2025[280][281] 16. Related Party Transactions This section details related party transactions, specifically brokerage commissions and interest income from directors or their close family members Brokerage Commissions/Interest Income from Directors or Their Close Family Members | Indicator | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Brokerage commission income/Interest income | 36 | 78 | 17. Events After Reporting Period Post-reporting period events include a share consolidation (10-for-1) and a change in board lot size, along with a proposed rights issue to raise approximately HK$215.6 million net, with un-subscribed shares to be placed to independent placees - The company implemented a share consolidation on July 28, 2025, consolidating every ten (10) existing shares into one (1) consolidated share, and changed the board lot size from 4,000 shares to 8,000 consolidated shares effective August 11, 2025[285][286][289] - The company resolved on August 6, 2025, to propose a rights issue on the basis of two (2) rights shares for every one (1) existing share held, at a subscription price of HK$0.45 per rights share[292][294] - The net proceeds from the rights issue (after deducting all necessary costs and expenses) are estimated to be approximately HK$215.6 million (assuming full subscription)[293][295] - The rights issue will be conducted on a non-underwritten basis with no minimum fundraising amount; unsubscribed rights shares will be placed to independent placees on a best-effort basis, with V.C. Securities acting as placing agent[296][297][298][299] - An Extraordinary General Meeting will be held on September 11, 2025, to approve the relevant matters[302] Other Information This section covers additional important information beyond the financial statements, including no interim dividend, directors' interests in contracts and competing businesses, shareholdings of directors and major shareholders, share option scheme changes, compliance with securities dealing codes, no share repurchases, and corporate governance practices Interim Dividend The directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024: nil)[303][306] Directors' Interests in Material Contracts As of June 30, 2025, no director had a significant direct or indirect interest in any material contract of the Group related to its business, other than as disclosed in Note 16 to the financial statements - Save as disclosed in Note 16 to the unaudited condensed consolidated financial statements, no director had a significant direct or indirect interest in any material contract to which the Group was a party and which was related to the Group's business, either at the end of the six months ended June 30, 2025, or at any time during that period[304][307] Directors' Interests in Shares, Underlying Shares and Debentures This section details the long positions held by directors in the company's shares and underlying shares as of June 30, 2025, with no short positions reported Long Positions in Shares and Underlying Shares of the Company | Director Name | Number of Ordinary Shares Held (Personal Interest) | Approximate Percentage of Total Issued Ordinary Shares | | :--- | :--- | :--- | | Mr. FU Yiu Man | 20,000,000 | 0.80% | | Mr. WONG Chung Kin | 500,000 | 0.02% | - As of June 30, 2025, none of the directors or their respective associates had any short positions in the shares, underlying shares, or debentures of the company or its associated corporations[311] Directors' Interests in Competing Businesses As of June 30, 2025, no director or their associates held any competing interests in businesses that directly or indirectly compete with the company's business - As of June 30, 2025, none of the directors or their respective associates held any competing interests in any business that directly or indirectly competes or may compete with the business of the company[312][315] Interests of Substantial Shareholders in the Company's Shares This section details the long positions held by substantial shareholders in the company's shares, underlying shares, or debentures as of June 30, 2025, noting the total issued ordinary shares before the share consolidation Long Positions in Shares, Underlying Shares or Debentures of the Company | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Company's Issued Shares | | :--- | :--- | :--- | | Mr. CHUNG Chi Shing | Beneficial owner | 339,408,000 | 13.72% | - As of June 30, 2025, the total number of issued ordinary shares of the company was 2,473,523,040 shares, which has not been adjusted for the share consolidation effective July 28, 2025[319] Share Option Schemes The company has adopted the 2018 Share Option Scheme and a New Share Option Scheme, with 126.2 million unexercised options under the 2018 scheme and 247.1 million options available for grant under the new scheme as of June 30, 2025 Details of Changes in 2018 Share Option Scheme | Category of Participant | Date of Grant | Closing Price Per Share Immediately Before Grant Date | Exercise Price | Vesting Period | Exercise Period | Unexercised as of January 1, 2025 | Granted During Period | Exercised During Period | Lapsed During Period | Unexercised as of June 30, 2025 | Fair Value Per Option at Grant Date | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Employees (Total) | January 31, 2023 | HK$0.145 | HK$0.145 | Immediate vesting | January 31, 2024 to January 30, 2027 | 126,200,000 | – | – | – | 126,200,000 | HK$0.0655 | - As of June 30, 2025, there were 126,200,000 unexercised share options under the 2018 Share Option Scheme, which remain valid for exercise, but the number of options available for grant is zero[325] - No share options have been granted under the New Share Option Scheme, but 247,102,304 share options are available for grant, representing approximately 9.99% of the company's issued shares[326] - In accordance with Rule 17.09(3) of the Listing Rules, the total number of shares available for issue under the 2018 and New Share Option Schemes is 126,200,000 shares and 247,102,304 shares respectively, representing approximately 6.83% and 9.99% of the company's issued shares as of June 30, 2025[327] Securities Transactions by Directors and Relevant Employees All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers, and the Board has adopted a code for relevant employees' securities dealings - All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers[332][336] - The Board has adopted the "Code for Securities Transactions by Relevant Employees" applicable to the company's relevant employees to regulate their dealings in the company's securities[332][336] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor 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[333][337] Corporate Governance The company is committed to maintaining high standards of corporate governance, complying with the Corporate Governance Code, and has established various board committees, with the Audit Committee reviewing the interim financial statements - The company has complied with the code provisions set out in the Corporate Governance Code contained in Appendix 14 to the Listing Rules for the six months ended June 30, 2025[334][338] - The company has established board committees, including the Executive Committee, Audit Committee, Remuneration Committee, and Nomination Committee, to ensure the highest level of corporate governance[335][339][340] - The Audit Committee has reviewed the unaudited condensed consolidated financial statements and results of the Group for the six months ended June 30, 2025, and is satisfied that they have been prepared in accordance with applicable accounting standards and fairly present the Group's financial position and results[341][342]