万里印刷(08385) - 2025 - 中期财报

Company Information Details the company's board of directors, established committees, and registered office location with its stock code - Board members include Executive Directors Lam Sam Ming (Chairman), Yiu Yuen, Chan Sau Po, Hui Yuk Ling, Luk Wai, and Independent Non-executive Directors Cheung Yin, Wong Hei Chiu, Leung Ka Chun[7] - The company has established Audit, Remuneration, Nomination, and Risk Management Committees, each with a defined chairman and members[7] - The registered office, Hong Kong head office, and principal place of business are located at 3/F, Yip Cheong Centre, 10 Fung Yip Street, Chai Wan, Hong Kong, with stock code 8385[7][8] Executive Summary Provides a comparative overview of key financial indicators for the current and prior periods, highlighting significant changes Comparison of Key Financial Indicators for Current and Prior Periods | Indicator | Current Period (HK$ Thousand) | Prior Period (HK$ Thousand) | Change (%) | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,200 | 43,500 | -97.2% | Shenzhen factory closure and delayed printing license for Huizhou factory | | Gross (Loss)/Profit | (51) | 3,700 | -101.4% | Decrease in sales orders | | Loss for the period | (26,400) | (29,500) | -10.5% | Decrease in administrative expenses | | Interim Dividend | Not recommended | Nil | N/A | N/A | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Presents the group's financial performance, including revenue, expenses, and total comprehensive expense for the six months ended June 30 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended 30 June) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 1,232 | 43,495 | | Cost of sales | (1,283) | (39,753) | | Gross (Loss)/Profit | (51) | 3,742 | | Other income | 127 | 1,354 | | Distribution costs | (304) | (4,414) | | Administrative expenses | (14,537) | (27,031) | | Operating loss | (14,765) | (26,349) | | Finance costs | (11,630) | (3,039) | | Loss before tax | (26,395) | (29,388) | | Income tax | – | (76) | | Loss for the period | (26,395) | (29,464) | | Exchange differences on translation of overseas operations | (26,361) | 4,147 | | Total comprehensive expense for the period | (52,756) | (25,317) | | Basic and diluted loss per share (HK cents) | (28.72) | (35.65) | Condensed Consolidated Statement of Financial Position Outlines the group's assets, equity, and liabilities as of June 30, reflecting its financial health at the period end Condensed Consolidated Statement of Financial Position (As at 30 June) | Indicator | 30 June 2025 (HK$ Thousand) | 31 December 2024 (HK$ Thousand) | | :--- | :--- | :--- | | ASSETS | | | | Non-current assets | 82,005 | 137,302 | | Current assets | 18,489 | 21,137 | | TOTAL ASSETS | 100,494 | 158,439 | | EQUITY | | | | Share capital | 108,490 | 108,490 | | Deficit | (170,396) | (117,640) | | TOTAL EQUITY | (61,906) | (9,150) | | LIABILITIES | | | | Non-current liabilities | 12,239 | 12,239 | | Current liabilities | 150,161 | 155,350 | | TOTAL LIABILITIES | 162,400 | 167,589 | | TOTAL EQUITY AND LIABILITIES | 100,494 | 158,439 | Condensed Consolidated Statement of Changes in Equity Details the movements in the group's equity components, including share capital, reserves, and accumulated losses, for the six months ended June 30 Condensed Consolidated Statement of Changes in Equity (For the six months ended 30 June) | Item | Share Capital (HK$ Thousand) | Exchange Reserve (HK$ Thousand) | Statutory Surplus Reserve (HK$ Thousand) | Capital Reserve (HK$ Thousand) | Accumulated Losses (HK$ Thousand) | Total Equity (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance at 1 January 2024 | 106,319 | (17,795) | 5,125 | 3,318 | (62,706) | 34,261 | | Changes in equity for the six months ended 30 June 2024: | | | | | | | | Loss for the period | – | – | – | – | (29,464) | (29,464) | | Other comprehensive expense for the period | – | 4,147 | – | – | – | 4,147 | | Balance at 30 June 2024 | 106,319 | (13,648) | 5,125 | 3,318 | (92,170) | 8,944 | | Balance at 1 January 2025 | 108,490 | (17,770) | 5,125 | 3,318 | (108,313) | (9,150) | | Changes in equity for the six months ended 30 June 2025: | | | | | | | | Loss for the period | – | – | – | – | (26,395) | (26,395) | | Other comprehensive expense for the period | – | (26,361) | – | – | – | (26,361) | | Balance at 30 June 2025 | 108,490 | (44,131) | 5,125 | 3,318 | (134,708) | (61,906) | Condensed Consolidated Cash Flow Statement Presents the cash flows from operating, investing, and financing activities, and the net change in cash and cash equivalents for the six months ended June 30 Condensed Consolidated Cash Flow Statement (For the six months ended 30 June) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash used in operating activities | (3,086) | (1,874) | | Net cash from investing activities | 1,105 | 385 | | Net cash from/(used in) financing activities | 453 | (251) | | Net decrease in cash and cash equivalents | (1,528) | (1,740) | | Cash and cash equivalents at 1 January | (10,669) | (8,909) | | Cash and cash equivalents at 30 June | (12,197) | (10,649) | | Bank balances and cash | 19 | 644 | | Less: Bank overdrafts | (12,216) | (11,293) | | Cash and cash equivalents as shown in the condensed consolidated cash flow statement | (12,197) | (10,649) | Notes to the Condensed Consolidated Financial Statements Provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering accounting policies and specific financial items 1. General Information Wan Li Printing Company Limited was incorporated in Hong Kong in 1992, listed on GEM in 2017, and primarily engages in the production and trading of books and paper products - The company was incorporated in Hong Kong on 23 December 1992 and listed on GEM of The Stock Exchange of Hong Kong Limited on 13 December 2017[15] - The Group is principally engaged in the production and trading of books and paper products[17] 2. Basis of Preparation This interim financial report is prepared according to GEM Listing Rules and HKAS 34, unaudited but reviewed by the Audit Committee; the company faces significant going concern uncertainties, but the Board has implemented measures to improve its financial position - This interim financial report is prepared in accordance with the applicable disclosure provisions of the GEM Listing Rules and has been reviewed by the Audit Committee[18][19] - For the six months ended 30 June 2025, the Group recorded a loss of approximately HK$26,395,000 and had net current liabilities of approximately HK$131,672,000, indicating a material uncertainty about its ability to continue as a going concern[20] - To improve its financial position, the Board has taken several measures, including exploring new revenue streams, implementing cost controls, negotiating renewal of banking facilities, disposing of properties, obtaining financial support from the controlling shareholder, securing new bank loans, and reviewing the capital structure[21][23] 3. Changes in Accounting Policies Revisions to Hong Kong Financial Reporting Standards effective this period have not materially impacted the Group's financial results or position - Revisions to Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, effective for the current accounting period, have no material impact on the preparation or presentation of the Group's results and financial position for the current or prior periods[22] 4. Revenue and Segment Reporting The Group's revenue primarily from books and paper products significantly decreased by 97.2% to HK$1.232 million, recognized at a point in time and mainly from Hong Kong Revenue Classification (For the six months ended 30 June) | Revenue Source | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Sale of books and paper products | 1,232 | 41,013 | | Provision of subcontracting services for books and paper products | – | 2,482 | | Total Revenue | 1,232 | 43,495 | | Revenue recognized at a point in time | 1,232 | 43,495 | Revenue from Contracts with Customers by Geographical Location (For the six months ended 30 June) | Region | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Hong Kong | 1,051 | 23,782 | | Mainland China | – | 2,482 | | United States | 181 | 16,920 | | United Kingdom | – | 311 | | Total | 1,232 | 43,495 | - The chief operating decision maker has determined that the Group has only one operating segment, which is the production of books and paper products[25] 5. Other Income Other income significantly decreased by 90.6% to HK$127,000 this period, mainly due to the absence of one-off income from scrap sales, asset disposals, government grants, and rental income recognized in the prior period Other Income (For the six months ended 30 June) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Bank interest income | – | 39 | | Profit on disposal of scrap materials | – | 431 | | Government grants - PRC government subsidies | – | 176 | | Gain on disposal of property, plant and machinery and equipment | – | 346 | | Net exchange gain/(loss) | 1 | (32) | | Rental income | – | 274 | | Miscellaneous income | 126 | 120 | | Total | 127 | 1,354 | 6. Income Tax Income tax for the current period is nil, compared to HK$76,000 in the prior period, with Hong Kong profits tax applying a two-tiered system, Chinese subsidiaries taxed at 25%, and BVI subsidiaries exempt Income Tax (For the six months ended 30 June) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current tax - Hong Kong profits tax | – | 76 | | Current tax - PRC enterprise income tax | – | – | | Deferred tax | – | – | | Total | – | 76 | - Hong Kong profits tax applies a two-tiered tax rate system, with the first HK$2 million of assessable profits taxed at 8.25% and the remainder at 16.5%[29] - Chinese subsidiaries are subject to a tax rate of 25%, while British Virgin Islands subsidiaries are exempt from taxation[29] 7. Loss Per Share Basic and diluted loss per share for the current period is 28.72 HK cents, an improvement from 35.65 HK cents in the prior period, with diluted loss per share being the same as basic due to no dilutive potential ordinary shares Loss Per Share (For the six months ended 30 June) | Indicator | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic and diluted loss per share | (28.72) | (35.65) | - Basic loss per share is calculated based on the loss attributable to ordinary equity holders of the Company of approximately HK$26,395,000 and the weighted average number of ordinary shares in issue of 104,388,000 shares[30] - As there were no dilutive potential ordinary shares in both the current and prior periods, the diluted loss per share is the same as the basic loss per share[31] 8. Dividends The Board does not recommend the payment of an interim dividend for the current period, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2025 (six months ended 30 June 2024: nil)[32] 9. Property, Plant and Equipment A loss on disposal of HK$946,000 was incurred from selling machinery with a carrying amount of HK$2,051,000 this period, while a gain of HK$346,000 was generated from selling machinery with a zero carrying amount in the prior period - During the six months ended 30 June 2025, a loss on disposal of HK$946,000 was incurred from the disposal of machinery with a carrying amount of HK$2,051,000[33] - During the six months ended 30 June 2024, a gain on disposal of HK$346,000 was generated from the disposal of machinery with a carrying amount of zero[34] 10. Trade and Other Receivables Total trade and other receivables as of 30 June 2025 were HK$18,470,000, a decrease from HK$20,288,000 on 31 December 2024, with trade receivables over one year old constituting the largest portion Trade and Other Receivables (As at 30 June) | Item | 30 June 2025 (HK$ Thousand) | 31 December 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade receivables, net of loss allowance | 16,321 | 16,694 | | Other receivables | 2,043 | 3,488 | | Utilities and other deposits | 106 | 106 | | Total | 18,470 | 20,288 | Ageing Analysis of Trade Receivables (As at 30 June) | Ageing | 30 June 2025 (HK$ Thousand) | 31 December 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 1 month | 156 | 288 | | 1 to 3 months | 684 | 1,934 | | 3 to 6 months | 1,027 | 851 | | 6 to 12 months | 2,222 | 835 | | Over 1 year | 12,232 | 12,786 | | Total | 16,321 | 16,694 | - Trade receivables are generally due within 180 days from the invoice date[36] 11. Trade and Other Payables Total trade and other payables as of 30 June 2025 significantly decreased to HK$14,532,000 from HK$29,822,000 on 31 December 2024, with a higher proportion of trade payables aged over six months Trade and Other Payables (As at 30 June) | Item | 30 June 2025 (HK$ Thousand) | 31 December 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade payables | 6,543 | 19,152 | | Other payables and accrued charges | 7,989 | 10,670 | | Total | 14,532 | 29,822 | Ageing Analysis of Trade Payables (As at 30 June) | Ageing | 30 June 2025 (HK$ Thousand) | 31 December 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 1 month | – | 1,764 | | 1 to 3 months | – | 63 | | 3 to 6 months | – | 3,585 | | 6 to 12 months | 5,412 | 6,163 | | Over 1 year | 1,131 | 7,577 | | Total | 6,543 | 19,152 | 12. Fair Value Measurement of Financial Instruments The Group's financial instruments are measured at fair value using a three-level hierarchy defined by HKFRS 13, classified based on the observability and significance of valuation inputs - Fair value measurements of financial instruments are classified into a three-level fair value hierarchy, including Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (significant unobservable inputs)[39] Management Discussion and Analysis Provides an in-depth review of the group's operational and financial performance, liquidity, and future outlook Business Review and Future Prospects The Group's revenue significantly decreased by 97.2% to HK$1.2 million due to factory closures and license delays; it has transitioned to outsourcing printing services and plans to explore diversified revenue streams - The Group's revenue decreased significantly by approximately 97.2% to HK$1.2 million, primarily due to the closure of the Shenzhen factory in May 2024 and delays in obtaining a printing license for the Huizhou factory until May 2025, leading to reduced sales orders[40] - The Group has ceased operations at its Shenzhen and Hong Kong factories, transitioning its business model from in-house production to outsourcing printing and binding services to the Huizhou factory or other subcontractors in mainland China[41] - Future efforts will focus on maintaining operations by streamlining the business model, leveraging international standards and project management skills to secure overseas orders, and exploring more advanced printing technologies and diversified revenue streams[42] Financial Review Revenue, cost of sales, gross (loss)/profit, other income, and distribution costs all significantly decreased this period, while administrative expenses fell by 46.2%, and finance costs substantially increased, resulting in a narrowed loss for the period of approximately HK$26.4 million Key Financial Indicators Changes (For the six months ended 30 June) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,200 | 43,500 | -97.2% | Factory closure and license delay | | Cost of sales | 1,300 | 39,800 | -96.8% | Decrease in revenue and orders | | Gross (Loss)/Profit | (51) | 3,700 | -101.4% | Decrease in sales orders | | Other income | 127 | 1,400 | -90.6% | Decrease in one-off income | | Distribution costs | 304 | 4,400 | -93.1% | Decrease in sales orders | | Administrative expenses | 14,500 | 27,000 | -46.2% | Decrease in staff costs and directors' emoluments | | Finance costs | 11,600 | 3,000 | +286.7% | N/A | | Income tax | 0 | 100 | -100% | N/A | | Loss for the period | 26,400 | 29,500 | -10.5% | Decrease in revenue and increase in finance costs | Liquidity and Financial Resources As of the reporting period end, the Group had net current liabilities of approximately HK$131.67 million, a current ratio of 0.12, and net debt of approximately HK$62.9 million, indicating tight liquidity, with total bank borrowings and overdrafts of approximately HK$118.9 million due within one year Liquidity and Financial Resources Overview | Indicator | 30 June 2025 (HK$ Million) | 31 December 2024 (HK$ Million) | | :--- | :--- | :--- | | Net current liabilities | 131.67 | 134.21 | | Current ratio | 0.12 | 0.14 | | Net debt | 62.9 | 9.2 | | Total bank borrowings, overdrafts, and lease liabilities | 118.9 | 108.2 | - The Group recorded a capital deficit at the end of the current period, thus the gearing ratio cannot be calculated[53] - The Group adopts a centralized financing and treasury policy, regularly monitoring liquidity needs, compliance with loan covenants, and maintaining relationships with banks to ensure sufficient funding[53] Foreign Exchange Management The Group faces foreign exchange risk from receivables, payables, and cash balances denominated in USD, RMB, GBP, and JPY, with no hedging activities undertaken this period, and the Board will monitor risks according to its policy - The Group's foreign exchange risk primarily arises from receivables, payables, and cash balances denominated in foreign currencies, mainly US dollars, Renminbi, British Pounds, and Japanese Yen[54] - During the current period, the Group did not enter into or trade any financial instruments for hedging purposes[54] Pledges of the Group's Assets As of the reporting period end, the Group's total banking facilities were HK$175.9 million, with HK$159.4 million utilized, secured by various assets including bank deposits, financial assets, trade receivables, property, plant and equipment, rental proceeds, insurance policies, and corporate guarantees - As of the reporting period end, total banking facilities amounted to HK$175.9 million, with HK$159.4 million utilized[55] - Banking facilities are secured by bank deposits, financial assets at fair value through profit or loss, trade receivables, property, plant and equipment, assignment of rental proceeds from Hong Kong properties, proceeds from key management personnel's insurance policies, and corporate guarantees[55] - As at 30 June 2025, properties and machinery (included in property, plant and equipment) with a carrying amount of HK$37.4 million were pledged as collateral for banking facilities[55] Capital Structure The Company's shares were listed on GEM on 13 December 2017, and following a placing on 20 September 2024, the total issued shares remained at 104,388,000, with no changes to the capital structure during the current period - The Company's shares were listed on GEM on 13 December 2017[56] - Following the completion of the placing on 20 September 2024, the total number of issued shares of the Company has been 104,388,000 shares since 20 September 2024, with no changes to the Group's capital structure during the current period[56] Capital Expenditure Capital expenditure for the period primarily involved acquiring property, plant, and equipment, funded by internal resources, finance leases, and bank borrowings; as of 30 June 2025, capital expenditure for property, plant, and equipment was nil, compared to HK$92,166,000 on 31 December 2024 Capital Expenditure (As at 30 June) | Item | 30 June 2025 (HK$ Thousand) | 31 December 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Property, plant and equipment | – | 92,166 | | Intangible assets | – | – | | Total | – | 92,166 | - Capital expenditure primarily includes the acquisition of property, plant and equipment (such as production machinery), funded through internal resources, finance leases, and bank borrowings[57] Contingent Liabilities The Group had no significant contingent liabilities during the current period - There were no significant contingent liabilities[59] Commitments As of the reporting period end, the Group had no capital commitments outstanding not provided for in the financial statements - As of the reporting period end, the financial statements showed zero capital commitments outstanding not provided for[60] Employees and Remuneration Policy As of the reporting period end, the Group maintained 9 employees, consistent with 31 December 2024, with directors' and senior management's remuneration regularly reviewed based on market levels, responsibilities, and Group performance - As of the reporting period end, the Group had a total of 9 employees, consistent with 31 December 2024[61] - Remuneration for directors and senior management is received in the form of directors' fees, salaries, benefits in kind, and/or discretionary bonuses, and is regularly reviewed with reference to market levels, responsibilities, and Group performance[61] Material Investments, Material Acquisitions and Disposals, and Future Plans for Material Investments or Capital Assets The Group undertook no material investments, acquisitions, or disposals during the current period, and has no future plans for such activities or capital assets - During the current period, the Group did not undertake any material investments, acquisitions, or disposals[62] - As of the reporting period end, the Group had no future plans regarding any material investments or capital assets[62] Material Events After the Reporting Period To the best of the Board's knowledge, there were no disclosable material events after the current reporting period - To the best of the Board's knowledge, there were no disclosable material events after the current period[63] Dividends The Board does not recommend the payment of an interim dividend for the current period, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the current period (prior period: nil)[64] Other Information Presents additional disclosures including details on share option schemes, share transactions, director changes, and corporate governance practices Share Option Scheme The Company has adopted a share option scheme, but no share options were granted, exercised, cancelled, lapsed, or forfeited during the current period, and none remain outstanding - The Company has adopted a share option scheme, the principal terms of which are summarized in the prospectus[65] - No share options were granted, exercised, cancelled, lapsed, or forfeited under the scheme during the current period, and there are no outstanding share options[66] Purchase, Sale or Redemption of Shares Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any shares during the current period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any shares during the current period[67] Changes in Directors Ms Hui Yuk Ling and Mr Luk Wai were appointed as Executive Directors of the Company on 7 April 2025 and 9 April 2025, respectively - Ms Hui Yuk Ling and Mr Luk Wai were appointed as Executive Directors of the Company on 7 April 2025 and 9 April 2025, respectively[68] Disclosure of Interests Director Mr Lam Sam Ming and his spouse Ms Yiu Yuen hold a 45.98% share interest in the Company through controlled corporation First Tech, while major shareholders First Tech Inc. and Yili International Holdings Limited and its associates also hold over 5% interests Directors' Interests in the Company (As at 30 June 2025) | Director Name | Capacity | Number of Shares | Percentage of Interest in the Company | | :--- | :--- | :--- | :--- | | Mr Lam Sam Ming | Interest in controlled corporation | 48,000,000 (L) | 45.98% | | Ms Yiu Yuen | Spouse's interest | 48,000,000 (L) | 45.98% | - Mr Lam Sam Ming holds 48,000,000 shares through his wholly-owned First Tech, and Ms Yiu Yuen, as his spouse, is deemed to have the same interest[72] - Major shareholders First Tech Inc. and Yili International Holdings Limited and its associates (Zhao Zhisheng and Zhang Dingjian) each hold a 6.90% interest in the total issued shares of the Company[73][74] Corporate Governance Practices The Company complied with the Corporate Governance Code during the period, except for Mr Lam Sam Ming holding both Chairman and CEO roles, an arrangement the Board deems in the Group's best interest with sufficient checks and balances - The Company has complied with the principles and applicable code provisions of the Corporate Governance Code during the current period, except for the roles of Chairman and Chief Executive Officer being held by the same individual (Mr Lam Sam Ming)[75][76] - The Board believes that Mr Lam Sam Ming serving concurrently as Chairman and Chief Executive Officer is in the best interests of the Group, and the operation of an experienced Board, including three independent non-executive directors, ensures a balance of power and authority[76][77] Code of Conduct for Securities Transactions by Directors The Company has adopted the GEM Listing Rules' code of conduct for directors' securities transactions, and all directors confirmed full compliance during the current period - The Company has adopted the code of conduct for securities transactions by directors as set out in Rules 5.48 to 5.67 of the GEM Listing Rules[78] - All Directors have confirmed their full compliance with the required standards of dealing as set out in the code of conduct during the current period[78] Directors' Interests in Competing Businesses No director or their close associates hold interests in any business that directly or indirectly competes with the Group's operations, other than within the Group itself - Save for members of the Group, none of the Directors or their respective close associates have any interests in any business that competes or is likely to compete, either directly or indirectly, with the businesses of the Group[79] Audit Committee The Audit Committee has reviewed the Group's unaudited consolidated financial results for the current period and found them compliant with applicable accounting standards and GEM Listing Rules, with adequate disclosures - The Audit Committee has reviewed the Group's unaudited consolidated financial results for the current period[80] - The Audit Committee is of the opinion that the financial results comply with applicable accounting standards and the GEM Listing Rules and that adequate disclosures have been made[80]