维亮控股(08612) - 2025 - 中期财报

Company Information Board of Directors and Committees This section lists the executive and independent non-executive directors, compliance officer, authorized representatives, and company secretary, detailing the composition and chairpersons of the Audit, Remuneration, and Nomination Committees, noting changes during the reporting period - Several executive and independent non-executive directors, including Su Binggen, Liu Desheng, Lin Dongsheng, Miao Yingjuan, Ma Jianling, Chen Jie, and Luo Jianhui, retired on June 30, 2025[6] - Ms Chan Li Li was appointed as a member of the Audit Committee and Remuneration Committee, and as a member of the Nomination Committee on July 7, 2025[6][7] - Mr Jim Tak Lee serves as the Compliance Officer, Authorized Representative, and Chairman of the Audit and Remuneration Committees[6] Company Contact and Registration Information This section provides key contact and registration details including the company's headquarters, principal place of business, legal advisors, auditors, principal bankers, registered office, company website, share registrar, and Hong Kong share registrar - The company's headquarters and principal place of business are located at Unit 3403, 34th Floor, AIA Tower, 183 Electric Road, North Point, Hong Kong[7] - The company website is www.worldsuperhk.com, and the stock code is 8612[8] Chairman's Statement Business Outlook and Strategic Transformation The Group will continue to focus on machinery leasing and construction services as key growth drivers and sustainable revenue sources, transforming into an integrated construction service provider to expand service scope and diversify income - The Group will focus on developing machinery leasing and construction services, expecting them to be primary growth drivers[10] - The Group is transforming into an integrated construction service provider to offer a wider range of services and diversify revenue streams[10] Financial Highlights Interim Key Financial Data For the six months ended June 30, 2025, the Group's revenue increased by 54% to HK$11,498,365, gross profit also rose by 54%, while loss for the period slightly narrowed by 1% to HK$12,654,882, or 23% excluding losses from disposal of machinery and subsidiaries Interim Key Financial Data for the Six Months Ended June 30 | Indicator | 2025 (HK$) | 2024 (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 11,498,365 | 7,453,571 | 54% | | Gross Profit | 1,089,521 | 710,615 | 54% | | Loss for the Period | (12,654,882) | (12,735,955) | (1)% | | Loss for the Period (excluding gain or loss on disposal of machinery and equipment and loss on disposal of subsidiaries) | (9,830,692) | (12,733,960) | (23)% | Management Discussion and Analysis Business Review and Prospects The Group's core businesses include machinery leasing, trading, transportation, construction, money lending, and car rental, with significant growth in leasing and car rental, while trading and lending saw declines; future strategy focuses on strengthening integrated business, digitalization, and risk management Business Review The Group's diversified operations include machinery leasing, trading, transportation, construction, money lending, and car rental, with strong performance in machinery leasing and car rental, growing by 95% and 650% respectively, while trading and lending faced reduced demand - The Group's main businesses include leasing services for crawler cranes, piling machines, reverse circulation drilling rigs, and hydraulic trench cutters, as well as trading of related machinery[14] Revenue Changes by Business Segment | Business Type | H1 2025 Revenue (HK$) | H1 2024 Revenue (HK$) | Change (%) | | :--- | :--- | :--- | :--- | | Machinery Leasing | 4,300,000 | 2,200,000 | 95% | | Trading of Machinery, Tools & Parts | 200,000 | 400,000 | (50)% | | Transportation Services | 60,000 | 0 | N/A | | Foundation Works | 5,400,000 | 4,200,000 | 29% | | Interest Income from Money Lending | 224,000 | 522,000 | (57)% | | Car Rental | 1,500,000 | 200,000 | 650% | - The money lending business obtained a money lender's license in September 2020, with annual interest rates ranging from 15% to 18%, secured by personal guarantees[21][22] - Car rental business revenue accounted for approximately 13% of total revenue (2024: 3%), with a fleet utilization rate of 73%[25] Prospects The Group plans to strengthen its integrated business model, particularly leasing and construction services, by upgrading equipment, streamlining operations, and capitalizing on infrastructure opportunities, while enhancing digitalization, risk management, and service networks for sustainable value creation - The Group will continue to focus on strengthening its integrated business model, which includes machinery leasing, construction services, money lending, and car rental services[26] - The leasing business is expected to benefit from equipment upgrades and streamlining of branch operations to improve utilization and cost control[26] - The construction segment will capitalize on opportunities arising from infrastructure recovery in Hong Kong and neighboring regions, actively monitoring the regulatory environment[26] - The Group will deepen digitalization efforts, strengthen risk management processes, and expand its service alliance network to address industry competition[26] Financial Overview For the six months ended June 30, 2025, the Group's revenue increased by 53.3% year-on-year, driven by machinery leasing, with sales and service costs rising proportionally, administrative expenses decreasing due to lower staff costs, and net loss for the period slightly increasing due to loss on disposal of subsidiaries - Revenue increased by approximately 53.3% from approximately HK$7.5 million in the same period of 2024 to approximately HK$11.5 million in 2025, primarily due to increased machinery leasing revenue[27] - Cost of sales and services increased to approximately HK$10.4 million (2024: approximately HK$6.7 million), consistent with the increase in revenue[28] - Net other income/(expenses) expanded from a loss of approximately HK$1.4 million in the same period of 2024 to a loss of approximately HK$1.8 million in 2025, mainly due to loss on disposal of a subsidiary[29] - Administrative expenses decreased to approximately HK$8.2 million (2024: approximately HK$11.3 million), primarily due to reduced staff costs and other administrative expenses[30] - Net loss for the period increased from approximately HK$12.7 million in the same period of 2024 to approximately HK$10.0 million in 2025[33] Liquidity, Financial Resources, and Capital Structure The Group primarily funds its operations through shareholder contributions, bank borrowings, and internal cash flow; as of June 30, 2025, bank balances and cash decreased to approximately HK$1.9 million, interest-bearing loans increased to approximately HK$10.3 million, and the gearing ratio was approximately 12.6% - The Group's primary sources of liquidity are shareholder contributions, bank borrowings, internal cash flows, and proceeds from share placements[34] Liquidity Position | Indicator | June 30, 2025 (HK$) | December 31, 2024 (HK$) | Change | | :--- | :--- | :--- | :--- | | Bank Balances and Cash | 1,900,000 | 3,800,000 | Decrease | | Pledged Bank Deposits | 0 | 0 | No Change | | Interest-bearing Loans | 10,300,000 | 2,800,000 | Increase | | Gearing Ratio | 12.6% | 17.9% | Decrease | - The decrease in bank balances and cash was primarily due to loan repayments and operating cash outflows[34] Significant Investments Held As of June 30, 2025, the Group did not hold any significant investments - The Group did not hold any significant investments for the six months ended June 30, 2025[36] Pledged Assets As of June 30, 2025, approximately HK$7.7 million of the Group's machinery and equipment were pledged for finance leases and bank borrowings, a decrease from HK$12.2 million on December 31, 2024, with no pledged bank deposits Pledged Asset Status | Asset Type | June 30, 2025 (HK$) | December 31, 2024 (HK$) | | :--- | :--- | :--- | | Machinery and Equipment (Gross Book Value) | 7,700,000 | 12,200,000 | | Pledged Bank Deposits | 0 | 0 | - Machinery and equipment are pledged for finance leases and bank borrowings[37] Risk Management The Group primarily faces operational, credit, and market risks, managed through the Operations Director for operational risks, regular follow-ups and aging analysis for credit risks, and board monitoring for market risks; foreign exchange risk is considered immaterial due to HKD-denominated transactions - The Group primarily faces operational risk, credit risk, and market risk[38] - Operational risk is supervised by the Operations Director, with a whistle-blowing program in place to prevent fraud and bribery[39][40] - Credit risk is managed through regular follow-up on trade receivables, aging analysis, and assessment of bad debt provisions[41] - Market risk is monitored by the Board, with policies formulated to mitigate impacts from changes in the macroeconomic environment[42] - As most operating transactions are denominated in HKD, the Group's foreign exchange risk is considered immaterial, and no derivative instruments were used for hedging during the period[43] Capital Commitments As of June 30, 2025, the Group had no significant capital commitments - The Group had no significant capital commitments as of June 30, 2025[44] Future Plans for Material Investments and Capital Assets As of June 30, 2025, the Group had no other material investment or capital asset acquisition plans - The Group had no other material investment and capital asset acquisition plans as of June 30, 2025[45] Material Acquisitions and Disposals For the six months ended June 30, 2024, the Group had no material acquisitions or disposals of subsidiaries and associated companies - For the six months ended June 30, 2024, the Group had no material acquisitions or disposals of subsidiaries and associated companies[46] Employees and Remuneration Policy As of June 30, 2025, the Group employed 15 full-time and 2 part-time employees, with total staff costs of approximately HK$6.0 million, an increase from the prior year, and remuneration is determined by qualifications, responsibilities, contributions, and experience Employee and Remuneration Data | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 15 | 13 | | Number of Part-time Employees | 2 | 2 | | Total Staff Costs (HK$) | 6,000,000 | 5,500,000 | - Employee remuneration is determined based on factors such as qualifications, responsibilities, contributions, and experience[47] Use of Proceeds On October 4, 2024, the Company entered into a placing agreement with Guochuang Securities Limited to place up to 172,800,000 shares at HK$0.01764 per share, with the net proceeds fully utilized as general working capital upon completion on November 25, 2024 - The Company entered into a placing agreement with Guochuang Securities Limited on October 4, 2024, to place up to 172,800,000 shares[49] - The placing price was HK$0.01764 per share, representing a discount of approximately 16% to the then closing price[49][50] - The placing was completed on November 25, 2024, and the net proceeds were fully utilized as general working capital for the Group[50][51] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - The Group had no significant contingent liabilities as of June 30, 2025[52] Events After Reporting Period As of the report date, there were no other significant events related to the Group's business or financial performance after June 30, 2025 - No other significant events related to the Group's business or financial performance occurred after June 30, 2025, and up to the date of this report[53] Litigation As of June 30, 2025, the Group had no significant pending litigation - The Group had no significant pending litigation as of June 30, 2025[54] Key Risks and Uncertainties The Group faces key risks including reliance on Hong Kong private sector machinery leasing projects, customer concentration, non-recurring project revenue, dependence on key personnel, challenges in cost estimation, delayed customer payments, and uncontrollable macroeconomic and natural disaster factors - The Group relies on the supply of machinery leasing projects in the Hong Kong private sector, and the non-recurring nature of projects makes it difficult to forecast future business volume and revenue[55] - Operations are concentrated in Hong Kong, subject to the Hong Kong government's policies, political environment, and economic and legal developments[55] - Customer concentration means any loss or reduction in projects from major clients could have an adverse impact[56] - Past revenue and profit margins may not be indicative of future performance, and failure to continuously secure new foundation construction project orders could result in lower-than-expected revenue[56] - Dependence on Board members and senior management means staff departures could adversely affect business operations[56] - Inaccurate estimation and control of project costs, along with delayed or defaulted customer payments, could impact financial performance and cash flow[56] - Uncontrollable factors such as adverse weather, natural disasters, war, and epidemics could affect the Group's performance[57] Compliance with Laws and Regulations The Group's operations are primarily in Hong Kong and comply with relevant Hong Kong laws and regulations, with no material breaches during the reporting period or up to the report date - The Group's operations are subject to relevant laws and regulations in Hong Kong[58] - During the reporting period and up to the date of this report, the Group had no material breaches of relevant existing laws and regulations[58] Constitutional Documents The Company's memorandum and articles of association are published on the Stock Exchange and its website, with no changes during the year ended June 30, 2025, except for the "Second Amended and Restated Articles of Association" announced on May 18, 2023 - The Company has published its memorandum and articles of association on the Stock Exchange and its company website[59] - For the year ended June 30, 2025, there were no changes to the constitutional documents, except for the "Second Amended and Restated Articles of Association" announced on May 18, 2023[59] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Interim Profit or Loss and Comprehensive Income For the six months ended June 30, 2025, the Group reported revenue of HK$11,498,365 and gross profit of HK$1,089,521, with a loss before tax of HK$12,654,882, largely consistent with the prior year, and total comprehensive expense attributable to owners of the Company was HK$12,444,262, resulting in a basic loss per share of 12.21 HK cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Revenue | 11,498,365 | 7,453,571 | | Cost of Sales and Services | (10,408,844) | (6,742,956) | | Gross Profit | 1,089,521 | 710,615 | | Other (Expenses)/Income, Net | (975,744) | 13,066 | | Loss on Disposal of a Subsidiary | (1,790,254) | – | | Administrative Expenses | (8,297,597) | (11,346,914) | | Finance Costs | (692,258) | (150,005) | | Loss Before Tax | (12,654,882) | (12,735,955) | | Loss for the Period | (12,654,882) | (12,735,955) | | Total Comprehensive Expense Attributable to Owners of the Company for the Period | (12,444,262) | (12,781,144) | | Basic and Diluted Loss Per Share (HK cents) | (12.21) | (14.74) | - Exchange differences arising from translation of overseas operations turned from a loss of HK$45,189 in the same period of 2024 to a gain of HK$210,620 in 2025[61] Condensed Consolidated Statement of Financial Position Interim Financial Position As of June 30, 2025, the Group's total non-current assets were HK$14,748,750, total current assets were HK$17,447,760, net current liabilities expanded to HK$13,261,330, and net assets significantly decreased to HK$1,358,227, primarily due to substantial increases in trade and other payables and borrowings Condensed Consolidated Statement of Financial Position (As at June 30, 2025) | Indicator | June 30, 2025 (HK$) | December 31, 2024 (HK$) | | :--- | :--- | :--- | | Non-current Assets | | | | Machinery and Equipment | 14,420,636 | 18,041,977 | | Right-of-use Assets | 328,114 | 477,257 | | Current Assets | | | | Trade and Other Receivables | 12,470,209 | 3,670,809 | | Bank Balances and Cash | 1,920,809 | 5,758,476 | | Current Liabilities | | | | Trade and Other Payables | 19,829,264 | 14,638,213 | | Borrowings | 10,350,000 | 1,500,000 | | Net Current Liabilities | (13,261,330) | (4,439,524) | | Net Assets | 1,358,227 | 13,802,489 | - Trade and other receivables significantly increased from HK$3,670,809 as of December 31, 2024, to HK$12,470,209 as of June 30, 2025[62] - Borrowings significantly increased from HK$1,500,000 as of December 31, 2024, to HK$10,350,000 as of June 30, 2025[62] Condensed Consolidated Statement of Changes in Equity Interim Changes in Equity For the six months ended June 30, 2025, total equity attributable to owners of the Company decreased from HK$13,802,489 at the beginning of the period to HK$1,358,227 at the end, primarily due to a total comprehensive expense of HK$12,444,262 for the period Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Item | June 30, 2025 (HK$) | January 1, 2025 (HK$) | | :--- | :--- | :--- | | Share Capital | 10,368,000 | 10,368,000 | | Reserves | (9,009,773) | 3,434,489 | | Total Equity | 1,358,227 | 13,802,489 | - Total comprehensive expense for the period was HK$12,444,262, leading to a significant decrease in total equity[65] - Exchange reserve turned from a loss of HK$199,611 at the beginning of the period to a gain of HK$11,009 at the end of the period[65] Condensed Consolidated Statement of Cash Flows Interim Cash Flows For the six months ended June 30, 2025, the Group reported net cash used in operating activities of HK$10,929,144, net cash used in investing activities of HK$643,566, and net cash generated from financing activities of HK$7,744,231, resulting in cash and cash equivalents decreasing to HK$1,920,809 at period-end Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (10,929,144) | (6,298,803) | | Net Cash Used in Investing Activities | (643,566) | (1,630,861) | | Net Cash Generated from Financing Activities | 7,744,231 | 230,250 | | Net Decrease in Cash and Cash Equivalents | (3,828,479) | (7,699,414) | | Cash and Cash Equivalents at June 30 | 1,920,809 | 3,333,645 | - Net cash used in operating activities increased compared to the same period last year, while net cash generated from financing activities significantly increased[67] Notes to the Unaudited Interim Financial Statements 1. General Information The Company was incorporated as an exempted company in the Cayman Islands on February 26, 2016, with its registered office in the Cayman Islands and principal place of business in Hong Kong - The Company was incorporated in the Cayman Islands on February 26, 2016[68] - The principal place of business is Unit 3403, 34th Floor, AIA Tower, 183 Electric Road, North Point, Hong Kong[68] 2. Basis of Preparation and Accounting Policies The unaudited interim condensed consolidated financial statements are prepared in accordance with HKAS 34, using the historical cost convention and presented in HKD, with consolidation based on the Group's control over an investee, enabling it to affect and be exposed to variable returns - The financial statements are prepared in accordance with HKAS 34 Interim Financial Reporting, using the historical cost convention and presented in HKD[69] - The basis of consolidation is when the Group has control over a subsidiary, meaning it can affect variable returns through its power[70] - The unaudited interim condensed consolidated results have been reviewed by the Company's Audit Committee but have not been audited by the auditors[72] Basis of Consolidation The Group assesses control by considering contractual arrangements, other contractual rights, and voting and potential voting rights with other holders of voting rights in the investee; upon loss of control, related assets, liabilities, and non-controlling interests are derecognized, and any retained investment is recognized at fair value - The assessment of control considers contractual arrangements with other voting interest holders of the investee, other contractual rights, and the Group's voting and potential voting rights[70][71] - Upon losing control of a subsidiary, related assets, liabilities, and non-controlling interests are derecognized, and any retained investment is recognized at fair value[72] 3. Changes in Accounting Policies This year, the Group adopted new and revised HKFRSs issued by the HKICPA, including HKAS 21 (Amendments) and HKFRS 1 "Lack of Exchangeability," which are not expected to have any significant impact on the Group's financial statements - This year, the Group first adopted HKAS 21 (Amendments) and HKFRS 1 "Lack of Exchangeability"[73] - The amendments specify how an entity should assess currency exchangeability and estimate spot exchange rates, requiring disclosure of related impacts[73] - The amendments are not expected to have any significant impact on the Group's financial statements[73] 4. Revenue and Segment Reporting The Group's revenue is derived from machinery leasing, goods sales, and service provision; for the six months ended June 30, 2025, total revenue was HK$11,498,365, with construction services and machinery leasing as major contributors, significant growth in car rental revenue, and primary revenue sources being Hong Kong and Japan - The Group's revenue represents the net amounts received or receivable from leasing machinery, selling goods, and providing services in the ordinary course of business[74] - The Group organizes its operating segments by business activities, which are regularly reviewed by the executive directors to allocate resources and assess performance[74] (a) Revenue Classification For the six months ended June 30, 2025, the Group's total revenue was HK$11,498,365, with construction services contributing HK$5,415,020, machinery leasing HK$4,313,481, and car rental HK$1,539,042, primarily from Hong Kong (HK$9,959,323) and Japan (HK$1,539,042) Revenue Classification from Contracts with Customers by Major Product or Service and Geographical Location | Revenue Source | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Overall Sales | – | 383,902 | | Construction Services Revenue | 5,415,020 | 4,186,148 | | Transportation and Other Services Revenue | 6,900 | – | | Car Rental Revenue | 1,539,042 | 193,102 | | Machinery Leasing Revenue | 4,313,481 | 2,168,419 | | Loan Interest Income | 223,922 | 522,000 | | Total Revenue | 11,498,365 | 7,453,571 | | By Customer Geographical Location | | | | Hong Kong | 9,959,323 | 7,260,469 | | Japan | 1,539,042 | 193,102 | (b) Segment Information For the six months ended June 30, 2025, the Group's segment revenue primarily came from construction services, machinery leasing, and car rental; segment results showed losses across most major business segments except money lending, leading to a loss before tax of HK$12,654,882, and segment assets and liabilities are not regularly reported to the chief operating decision-maker Segment Revenue and Results for the Six Months Ended June 30, 2025 | Segment | Revenue (HK$) | Results (HK$) | | :--- | :--- | :--- | | Machinery Leasing | 4,313,481 | (956,076) | | Transportation and Other Services | 6,900 | (2,182) | | Construction Services | 5,415,020 | (1,279,642) | | Money Lending Business | 223,922 | 223,927 | | Car Rental Revenue | 1,539,042 | (66,892) | | Total | 11,498,365 | (2,080,865) | | Loss Before Tax | | (12,654,882) | Segment Revenue and Results for the Six Months Ended June 30, 2024 | Segment | Revenue (HK$) | Results (HK$) | | :--- | :--- | :--- | | Machinery Leasing | 2,168,419 | (4,198,982) | | Trading of Machinery, Tools & Parts | 383,902 | 42,218 | | Construction Services | 4,186,148 | (2,124,936) | | Money Lending Business | 522,000 | (984,479) | | Car Rental Revenue | 193,102 | (80,188) | | Total | 7,453,571 | (7,346,367) | | Loss Before Tax | | (12,735,955) | - Unallocated expenses include administrative staff salaries, selling and distribution expenses, finance costs, and other expenses[78] - Segment assets and liabilities are not presented as they are not regularly reported to the chief operating decision-maker[79] 5. Loss Before Tax Loss before tax was primarily affected by losses on disposal of machinery and equipment, increased provision for expected credit losses, and higher finance costs, with depreciation, repairs, and rent within administrative expenses also contributing to the loss (a) Other (Income)/Expenses, Net For the six months ended June 30, 2025, net other (income)/expenses amounted to HK$975,744, primarily comprising a loss on disposal of machinery and equipment of HK$1,033,936, compared to a gain of HK$13,066 in the prior year Other (Income)/Expenses, Net | Item | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Interest Income | (669) | (10,971) | | Loss/(Gain) on Disposal of Machinery and Equipment | 1,033,936 | (2,095) | | Others | (57,523) | – | | Total | 975,744 | (13,066) | (b) Finance Costs For the six months ended June 30, 2025, finance costs significantly increased to HK$692,258, mainly due to interest on other borrowings of HK$670,351, whereas the prior year's costs were primarily from bank borrowings and finance leases Finance Costs | Item | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Interest on Bank Borrowings | – | 73,222 | | Interest on Other Borrowings | 670,351 | – | | Interest on Finance Leases | – | 53,859 | | Interest on Lease Liabilities | 21,907 | 22,924 | | Total | 692,258 | 150,005 | (c) Other Items For the six months ended June 30, 2025, depreciation of machinery and equipment (owned assets) increased to HK$1,596,391, depreciation of right-of-use assets was HK$179,651, and the provision for expected credit losses on trade receivables significantly increased to HK$1,482,790 Other Items | Item | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Cost of Overall Sales | – | 341,864 | | Depreciation of Machinery and Equipment – Owned Assets | 1,596,391 | 1,147,459 | | Depreciation of Right-of-use Assets | 179,651 | 242,637 | | Repair and Maintenance Expenses | 55,181 | 235,820 | | Short-term Operating Lease Rentals for Leased Properties | 756,303 | 785,871 | | Provision for Expected Credit Losses on Trade Receivables | 1,482,790 | 85,408 | 6. Income Tax in the Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group recorded an income tax credit of approximately HK$0, with Hong Kong profits tax at 16.5% (or 8.25% for the first HK$2 million for some subsidiaries) and Japan corporate income tax at 34.1%, and no taxes payable in other jurisdictions - The Group recorded an income tax credit of approximately HK$0 for the six months ended June 30, 2025[83] - Hong Kong profits tax is provided at 16.5%, with some subsidiaries taxed at 8.25% for the first HK$2 million[84] - Japan corporate income tax is provided at an effective tax rate of 34.1%[85] - The Group is not subject to taxation in other jurisdictions[86] 7. Dividends For the six months ended June 30, 2025 and 2024, the Group neither paid nor declared any dividends, and no dividends have been proposed since the end of the reporting period - The Group neither paid nor declared any dividends for the six months ended June 30, 2025, and 2024[87] 8. Basic and Diluted Loss Per Share For the six months ended June 30, 2025, the basic loss per share attributable to owners of the Company was 12.21 HK cents, a narrowing from 14.74 HK cents in the prior year, with no diluted loss per share as there were no potential dilutive ordinary shares issued during the period Basic Loss Per Share | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Company Used for Basic Earnings Per Share Calculation | (12,654,882) | (12,735,955) | | Weighted Average Number of Ordinary Shares in Issue (for basic loss per share calculation) | 103,680,000 | 86,400,000 | | Basic Loss Per Share (HK cents) | (12.21) | (14.74) | - The weighted average number of ordinary shares in issue for the six months ended June 30, 2024, has been restated to reflect the effect of the share consolidation effective on November 26, 2024[88] - There was no diluted loss per share as there were no potential dilutive ordinary shares in issue during the period[89] 9. Capital Expenditure For the six months ended June 30, 2025, the Group did not acquire any machinery and equipment or enter into any lease agreements requiring recognition as right-of-use assets - For the six months ended June 30, 2025, the Group acquired machinery and equipment at a total cost of approximately HK$0 (same period in 2024: approximately HK$1.6 million)[90] - For the six months ended June 30, 2025, and 2024, the Group did not enter into any lease agreements requiring recognition as right-of-use assets[91] 10. Trade and Other Receivables As of June 30, 2025, the Group's total trade and other receivables were HK$12,470,209, a significant increase from December 31, 2024, with net trade receivables rising to HK$9,520,404 and a notable increase in the provision for expected credit losses Trade and Other Receivables | Item | June 30, 2025 (HK$) | December 31, 2024 (HK$) | | :--- | :--- | :--- | | Trade Receivables | 25,292,819 | 9,906,422 | | Less: Provision for Expected Credit Losses on Trade Receivables | (15,772,415) | (7,411,631) | | Net Trade Receivables | 9,520,404 | 2,494,791 | | Interest Receivable | 385,737 | 241,817 | | Prepayments | 1,001,108 | 504,423 | | Other Receivables | 1,127,571 | – | | Total | 12,470,209 | 3,670,809 | Aging Analysis of Trade Receivables (Net of Provision for Expected Credit Losses) | Aging | June 30, 2025 (HK$) | December 31, 2024 (HK$) | | :--- | :--- | :--- | | Within 30 days | 1,716,496 | 174,641 | | 31 to 60 days | 3,126,696 | 1,139,398 | | 61 to 90 days | 3,363,428 | – | | 91 to 120 days | 912,139 | – | | 121 to 365 days | 401,645 | 1,180,752 | | Total | 9,520,404 | 2,494,791 | - The provision for expected credit losses on trade receivables increased from HK$7,411,631 as of December 31, 2024, to HK$15,772,415 as of June 30, 2025[92] 11. Trade and Other Payables As of June 30, 2025, the Group's total trade and other payables were HK$19,829,264, a significant increase from December 31, 2024, with trade payables rising from HK$2,978,174 to HK$8,984,952, and a larger proportion of amounts overdue by more than 60 days Trade and Other Payables | Item | June 30, 2025 (HK$) | December 31, 2024 (HK$) | | :--- | :--- | :--- | | Trade Payables | 8,984,952 | 2,978,174 | | Contract Liabilities | 15,484 | 15,484 | | Accruals and Other Payables | 9,619,828 | 10,064,816 | | Amounts Due to Directors of the Company | 1,199,000 | 1,569,739 | | Deposits and Provisional Sums Received | 10,000 | 10,000 | | Total | 19,829,264 | 14,638,213 | Aging Analysis of Trade Payables | Aging | June 30, 2025 (HK$) | December 31, 2024 (HK$) | | :--- | :--- | :--- | | Within 30 days | 530,689 | 22,258 | | 30 to 60 days | 2,199,004 | 139,258 | | 61 to 90 days | 3,781,582 | 194,985 | | Over 90 days | 2,473,677 | 2,621,673 | | Total | 8,984,952 | 2,978,174 | 12. Share Capital As of June 30, 2025, the Company's authorized share capital was HK$80,000,000, divided into 800,000,000 ordinary shares of HK$0.1 each, with issued and fully paid share capital of HK$10,368,000, comprising 103,680,000 ordinary shares, consistent with the beginning of the period Share Capital Structure | Item | Number of Shares | Share Capital (HK$) | | :--- | :--- | :--- | | Authorized Ordinary Shares of HK$0.1 each (at beginning and end of period) | 800,000,000 | 80,000,000 | | Issued and Fully Paid Ordinary Shares of HK$0.1 each (at beginning and end of period) | 103,680,000 | 10,368,000 | Other Information Interim Dividend The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[95] Purchase, Sale or Redemption of Listed Securities For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's shares - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's shares[96] Code of Conduct for Securities Transactions by Directors The Company has adopted a code of conduct for directors' securities transactions no less exacting than required by the GEM Listing Rules, and all directors confirmed compliance for the period - The Company has adopted a code of conduct for directors' securities transactions no less exacting than that required by the GEM Listing Rules[97] - All directors confirmed compliance with the code of conduct for the six months ended June 30, 2025[97] Directors' and Chief Executive's Interests and/or Short Positions in Shares, Underlying Shares, and Debentures of the Company or any Associated Corporation As of June 30, 2025, Mr Su Binggen held 27,625,000 shares, representing approximately 3.20% of the Company's equity through his controlled corporation; no other directors or chief executives had disclosable interests or short positions in the Company's or its associated corporations' shares Directors' Long Positions in Shares | Name of Director | Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of the Company's Equity | | :--- | :--- | :--- | :--- | | Mr Su Binggen | Interest in a controlled corporation and spouse's interest | 27,625,000 | 3.20% | - Mr Su Binggen is deemed to be interested in all shares held by Pro-Han Holdings Limited, whose entire issued share capital is owned by Mr Su[98] - Save as disclosed above, no other directors or chief executives had disclosable interests or short positions in the shares of the Company or its associated corporations[99] Substantial Shareholders' Interests and/or Short Positions in Shares and Underlying Shares As of June 30, 2025, Ms Zhao Manchi held 52,630,000 shares, representing approximately 6.09% of the Company's equity, making her a substantial shareholder; the directors were unaware of any other persons with disclosable interests or short positions Substantial Shareholders' Long Positions in Shares | Name of Shareholder | Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of the Company's Equity | | :--- | :--- | :--- | :--- | | Ms Zhao Manchi | Beneficial interest | 52,630,000 | 6.09% | - Save as disclosed in this report, the directors were not aware of any other persons having interests or short positions in the shares or underlying shares that were required to be disclosed to the Company and the Stock Exchange[101] Share Option Scheme The Company adopted a share option scheme on June 21, 2019, with a 10-year validity, and as of the report date, no share options had been granted, agreed to be granted, exercised, cancelled, or lapsed under the scheme - The Company's share option scheme was adopted on June 21, 2019, with a validity period of 10 years[102] - As of the date of this report, no share options had been granted, exercised, cancelled, or lapsed under the scheme[102] Directors' Rights to Acquire Shares and Debentures At no time during the six months ended June 30, 2025, did the Company, its holding company, or any of its subsidiaries or fellow subsidiaries enter into any arrangements enabling directors and the chief executive to acquire benefits by purchasing shares or debentures of the Company or any other body corporate - Neither the Company, its holding company, nor any of its subsidiaries or fellow subsidiaries entered into any arrangements enabling directors and the chief executive to acquire benefits by purchasing shares or debentures of the Company or any other body corporate[103] Directors' Interests in Material Transactions, Arrangements or Contracts Neither the Company, its holding company, nor any of its subsidiaries or fellow subsidiaries entered into any material transactions, arrangements, or contracts in force during the six months ended June 30, 2025, in which a director or an entity connected with such director had a direct or indirect material interest - Neither the Company, its holding company, nor any of its subsidiaries or fellow subsidiaries entered into any material transactions, arrangements, or contracts in which a director or an entity connected with such director had a material interest[104] Competing Interests For the six months ended June 30, 2025, the directors were unaware of any business or interest of any director, controlling shareholder, management shareholder, or their respective associates that competed or might compete with the Group's business, nor any other conflicts of interest - The directors were unaware of any business or interest of any director, controlling shareholder, management shareholder, or their respective associates that competed or might compete with the Group's business[105] Changes in Directors' Information For the six months ended June 30, 2025, up to the date of this report, there were no changes in directors' information required to be disclosed under Rule 17.50A(1) of the GEM Listing Rules - For the six months ended June 30, 2025, up to the date of this report, there were no changes in directors' information required to be disclosed under Rule 17.50A(1) of the GEM Listing Rules[106] Corporate Governance Practices The Company is committed to high corporate governance standards but has some non-compliance with the Corporate Governance Code, including the unseparated roles of Chairman and Chief Executive, absence of a dividend policy, insufficient independent non-executive directors and Audit Committee members, and management's failure to provide monthly updates to the Board - The Company has not separated the roles of Chairman and Chief Executive, with Mr Su holding both positions, an arrangement the Board believes provides strong and consistent leadership[109] - The Company has not adopted a dividend policy, and dividend payments will be determined by the Board based on various factors[109] - The number of independent non-executive directors and Audit Committee members is below the minimum required by Rule 5.05A of the GEM Listing Rules, and the Company needs to appoint sufficient members within three months[110] - Management has not provided monthly updates to the Board, which does not comply with Code Provision D.1.2 of the Corporate Governance Code[111] Non-compliance with Code Provision D.1.2 of the Corporate Governance Code as set out in Appendix C1 to the Corporate Governance Code The Group's failure to provide monthly updates to the Board with a balanced and understandable assessment of company performance, condition, and prospects does not comply with Code Provision D.1.2 of the Corporate Governance Code, though the Board acknowledges the importance of such updates and will continue to review practices - The Group has not provided monthly updates to the Board, which does not comply with Code Provision D.1.2 of the Corporate Governance Code[111] - The Board acknowledges the importance of monthly updates for the Board as a whole and for individual directors to discharge their duties[112] Audit Committee The Company's Audit Committee, comprising three independent non-executive directors with Mr Jim Tak Lee as Chairman, reviews and monitors external auditor independence, financial statement integrity, financial reporting, financial controls, risk management, and internal control systems, having reviewed the interim results and found them compliant with applicable accounting standards and GEM Listing Rules - The Audit Committee comprises three independent non-executive directors: Mr Jim Tak Lee (Chairman), Ms Du Min, and Ms Chan Li Li[114] - The Committee's primary responsibilities include reviewing and monitoring the independence of external auditors, overseeing the integrity of financial statements, and reviewing financial reporting, financial controls, risk management, and internal control systems[114] - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim results for the six months ended June 30, 2025, and considers them to be in compliance with applicable accounting standards and the GEM Listing Rules[114] - The Company has complied with Rule 5.28 of the GEM Listing Rules, which requires at least one Audit Committee member to possess appropriate professional qualifications, accounting, or related financial management expertise[114]