帝国科技集团(00776) - 2025 - 中期业绩

Condensed Consolidated Statement of Profit or Loss This section provides an overview of the Group's financial performance, highlighting revenue, cost of sales, gross profit, and net loss for the period Overview of Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the Group's revenue decreased by 2.9% to HK$27,461 thousand, but gross profit significantly increased by 81.6% to HK$12,549 thousand, and loss for the period narrowed by 20.1% to HK$20,314 thousand, primarily due to reduced operating expenses Condensed Consolidated Statement of Profit or Loss Summary | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 27,461 | 28,283 | -2.9% | | Cost of sales | (14,912) | (21,374) | -30.3% | | Gross profit | 12,549 | 6,909 | +81.6% | | Other income | 2,331 | 6,749 | -65.4% | | Distribution costs | (341) | (1,071) | -68.1% | | Administrative expenses | (26,542) | (29,257) | -9.3% | | Operating loss | (12,003) | (16,670) | -28.0% | | Finance costs | (8,259) | (8,761) | -5.7% | | Loss before tax | (20,262) | (25,431) | -20.3% | | Income tax expense | (52) | — | N/A | | Loss for the period | (20,314) | (25,431) | -20.1% | | Loss for the period attributable to owners of the Company | (20,046) | (26,039) | -23.0% | | Basic loss per share | (0.06) | (0.08) | -25.0% | Condensed Consolidated Statement of Comprehensive Income This section presents the Group's total comprehensive loss for the period, including exchange differences from overseas operations Overview of Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the Group's total comprehensive loss narrowed to HK$20,280 thousand from HK$26,540 thousand in the prior year, driven by a reduced loss for the period and a positive shift in exchange differences from overseas operations Condensed Consolidated Statement of Comprehensive Income Summary | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Loss for the period | (20,314) | (25,431) | -20.1% | | Exchange differences arising from translation of overseas operations | 34 | (1,109) | N/A | | Total comprehensive loss for the period | (20,280) | (26,540) | -23.6% | | Total comprehensive loss for the period attributable to owners of the Company | (20,012) | (27,148) | -26.3% | Condensed Consolidated Statement of Financial Position This section details the Group's assets, liabilities, and equity at the end of the reporting period, reflecting its financial health Overview of Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets increased to HK$90,834 thousand, primarily due to a significant rise in cash and bank balances, while net current liabilities and net liabilities decreased, indicating a slight improvement in financial position despite high current liabilities Condensed Consolidated Statement of Financial Position Summary | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 36,990 | 43,418 | -14.8% | | Current assets | 53,844 | 43,741 | +23.1% | | Current liabilities | 260,109 | 260,541 | -0.2% | | Net current liabilities | (206,265) | (216,800) | +4.9% | | Total assets less current liabilities | (169,275) | (173,382) | +2.4% | | Non-current liabilities | 3,647 | 5,868 | -37.8% | | Net liabilities | (172,922) | (179,250) | +3.5% | | Capital deficiency | (172,922) | (179,250) | +3.5% | | Cash and bank balances | 29,719 | 8,491 | +249.9% | | Trade receivables | 10,401 | 19,455 | -46.5% | | Trade payables | 2,066 | 3,786 | -45.4% | | Loans from related parties (current) | 190,683 | 212,721 | -10.4% | - The Group recorded a net loss of HK$20,314 thousand, net current liabilities of HK$206,265 thousand, and net liabilities of HK$172,922 thousand at the period-end, indicating significant uncertainty regarding its ability to continue as a going concern[16] - The Board considers the preparation of financial statements on a going concern basis appropriate, expecting sufficient financial resources for the next 12 months and planning measures to improve liquidity, including strengthening trade receivables collection, cost control, revenue enhancement, and negotiating deferred repayments with creditors[17][19] Condensed Consolidated Statement of Changes in Equity This section outlines the changes in the Group's total equity deficiency, reflecting the impact of comprehensive loss and capital injections Overview of Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the Group's total equity deficiency decreased from HK$179,250 thousand at the beginning of the period to HK$172,922 thousand at the end, mainly due to a HK$26,608 thousand capital injection offsetting the HK$20,280 thousand total comprehensive loss for the period Condensed Consolidated Statement of Changes in Equity Summary | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total equity of the Group at 1 January | (179,250) | (252,815) | +29.1% | | Total comprehensive loss for the period | (20,280) | (26,540) | +23.6% | | Capital injection | 26,608 | 148 | +17878.4% | | Total equity of the Group at 30 June | (172,922) | (279,207) | +38.1% | Condensed Consolidated Statement of Cash Flows This section presents the Group's cash inflows and outflows from operating, investing, and financing activities, showing the net change in cash and cash equivalents Overview of Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group's net increase in cash and cash equivalents was HK$23,418 thousand, primarily driven by HK$18,526 thousand net cash from financing activities and a HK$455 thousand net cash inflow from operating activities, significantly improving its cash position Condensed Consolidated Statement of Cash Flows Summary | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net cash generated from (used in) operating activities | 455 | (4,113) | N/A | | Net cash generated from investing activities | 4,437 | 498 | +791.0% | | Net cash generated from financing activities | 18,526 | 4,000 | +363.1% | | Net increase in cash and cash equivalents | 23,418 | 385 | +5969.6% | | Cash and cash equivalents at 30 June | 29,719 | 9,488 | +213.2% | Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering accounting policies, segment information, and other financial details 1. General Information and Basis of Preparation The Group is an investment holding company listed on the Hong Kong Stock Exchange, and despite ongoing going concern uncertainties, the board prepares financial statements on a going concern basis, planning measures to improve financial health - The Company is an investment holding company with its shares listed on the Main Board of The Stock Exchange of Hong Kong Limited[15] - The Group incurred a net loss of HK$20,314 thousand and generated operating cash inflow of HK$455 thousand for the six months ended June 30, 2025, with net current liabilities of HK$206,265 thousand and net liabilities of HK$172,922 thousand, indicating significant uncertainty that may cast substantial doubt on its ability to continue as a going concern[16] - The Board considers the preparation of the condensed consolidated financial statements on a going concern basis appropriate, and will take measures to manage liquidity needs and improve financial position, including monitoring trade receivables, strengthening cost control, enhancing revenue, negotiating deferred debt repayments with creditors, and extending related party loan repayment dates to June 30, 2026, by the ultimate controlling party[17][19] 2. Principal Accounting Policies The condensed consolidated financial statements are prepared primarily under the historical cost convention, adhering to HKAS 34 and Listing Rules, with no significant impact from newly adopted HKFRSs during the period - The condensed consolidated financial statements are prepared on the historical cost basis and in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure provisions of the Listing Rules[18] - The application of new and revised Hong Kong Financial Reporting Standards (including HKAS 21 (Amendment) Lack of Exchangeability) during the period had no significant impact on the Group's financial performance and position and/or disclosures in these condensed consolidated financial statements for the current and prior periods[20][21] 3. Segment Information The Group operates in six reportable segments: online gaming, cloud computing and data storage, e-sports, property investment, household products, and money lending, with e-sports showing significant revenue growth and a return to profitability - The Group is organised into six reportable segments: online gaming, e-sports, cloud computing and data storage, property investment, and others (referring to household products and money lending)[22] Segment Performance Summary | Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | Revenue Change (%) | 2025 Segment (Loss)/Profit (HK$ thousand) | 2024 Segment (Loss)/Profit (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Online Gaming | 9,584 | 12,404 | -22.7% | (4,540) | (6,446) | | Cloud Computing & Data Storage | 1,473 | 2,152 | -31.6% | (6,178) | (7,649) | | E-sports | 15,511 | 12,002 | +29.2% | 1,048 | (408) | | Property Investment | 693 | 622 | +11.4% | 1,241 | 2,534 | | Other | 200 | 1,103 | -81.9% | 186 | (150) | | Total | 27,461 | 28,283 | -2.9% | (8,243) | (12,119) | - Total assets increased from approximately HK$82,965 thousand as of December 31, 2024, to approximately HK$73,075 thousand (total reportable segment assets) as of June 30, 2025, with total consolidated assets at HK$90,834 thousand[24] 4. Other Income For the six months ended June 30, 2025, the Group's total other income significantly decreased by 65.4% to HK$2,331 thousand, primarily due to lower gains from disposal of mining equipment and net fair value gains on investment properties Other Income Details | Item | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Government grants | 24 | 40 | -40.0% | | Bank interest income | — | 5 | -100.0% | | Net fair value gain on investment properties | 523 | 1,912 | -72.6% | | Gain on disposal of cryptocurrency | — | 121 | -100.0% | | Gain on disposal of property, plant and equipment | 1,702 | 2,866 | -40.7% | | Others | 82 | 1,805 | -95.5% | | Total | 2,331 | 6,749 | -65.4% | 5. Income Tax Expense The Group's income tax expense is calculated based on local tax rates, with Hong Kong entities subject to a two-tiered profits tax, Chinese subsidiaries at 25%, and Malaysia at 24%, resulting in an expense of HK$52 thousand for the period - Eligible group entities incorporated in Hong Kong are taxed at 8.25% on the first HK$2,000,000 of assessable profits and 16.5% on profits exceeding this amount[26] - Corporate income tax for Chinese subsidiaries is provided at a rate of 25%, and for Malaysian entities at 24%[26][27] Income Tax Expense Summary | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Income tax expense | (52) | — | 6. Dividends The Board decided not to declare any dividends for the interim period ended June 30, 2025, consistent with the prior year - No dividends were paid, declared, or proposed during the period, and the directors decided not to pay a dividend for this interim period (2024: nil)[28] 7. Loss Per Share For the six months ended June 30, 2025, both basic and diluted loss per share improved to HK$0.06, down from HK$0.08 in the prior year, mainly due to a reduced loss attributable to owners of the Company Loss Per Share Calculation | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Loss attributable to owners of the Company | (20,046) | (26,039) | | Weighted average number of ordinary shares | 353,473,000 | 311,036,000 | | Basic and diluted loss per share | (0.06) | (0.08) | - Diluted loss per share is the same as basic loss per share because the potential ordinary shares from share options have an anti-dilutive effect and are therefore not included in the calculation[31] 8. Property, Plant and Equipment For the six months ended June 30, 2025, the Group acquired approximately HK$98 thousand in property, plant, and equipment and recognized a gain of approximately HK$1,702 thousand from the disposal of mining equipment Property, Plant and Equipment Movements | Item | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Additions to property, plant and equipment | 98 | 181 | | Gain on disposal of property, plant and equipment | 1,702 | 2,866 | 9. Trade Receivables As of June 30, 2025, the Group's total trade receivables significantly decreased by 46.5% to HK$10,401 thousand from December 31, 2024, primarily due to a substantial reduction in receivables over 90 days past due - The Group primarily transacts with customers on credit terms, typically ranging from 30 to 90 days[34] Trade Receivables Aging Analysis | Aging | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 7,393 | 5,888 | | 31 to 60 days | 308 | 827 | | 61 to 90 days | 712 | 2,772 | | Over 90 days | 1,988 | 9,968 | | Total | 10,401 | 19,455 | 10. Trade Payables As of June 30, 2025, the Group's total trade payables decreased by 45.4% to HK$2,066 thousand from December 31, 2024, with reductions across all aging categories - The credit period granted to the Group by its suppliers generally ranges from 30 to 90 days[35] Trade Payables Aging Analysis | Aging | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 1,061 | 560 | | 31 to 60 days | 297 | 556 | | 61 to 90 days | 257 | 737 | | Over 90 days | 451 | 1,933 | | Total | 2,066 | 3,786 | 11. Loans from Related Parties As of June 30, 2025, the Group's total principal loans from related parties amounted to HK$212,040 thousand, a decrease from 2024, with all loans due in 2026, unsecured, and bearing interest rates from 0% to 2% - As of June 30, 2025, the Group received loans with a total principal amount of HK$212,040 thousand (2024: HK$219,000 thousand) from Mr. Cheng and related companies beneficially owned and controlled by Mr. Cheng[36] - These loans are unsecured, bear interest at rates ranging from 0% to 2% per annum, and their fair value is estimated using current market interest rates between 11.41% and 15.28%[36] Loans from Related Parties Repayment Schedule | Repayment Time | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within one year | 190,683 | 212,721 | | After one year but within two years | — | 1,963 | | Total | 190,683 | 214,684 | 12. Share Capital As of June 30, 2025, the Company's authorized share capital was HK$50,000 thousand, with issued and fully paid share capital of HK$3,732 thousand, comprising 373,243,200 ordinary shares of HK$0.01 each, consistent with December 31, 2024 Share Capital Structure | Item | Number of Shares | Par Value (HK$ thousand) | | :--- | :--- | :--- | | Authorised ordinary shares | 500,000,000 | 50,000 | | Issued and fully paid ordinary shares (as of June 30, 2025) | 373,243,200 | 3,732 | 13. Operating Lease Arrangements As a lessor, the Group's operating leases primarily involve self-owned investment properties and plant and machinery with lease terms of 1 to 3 years, generating total rental income of HK$1,133 thousand for the period - The Group, as a lessor, has operating leases related to its self-owned investment properties and plant and machinery with lease terms of 1 to 3 years[39] Operating Lease Commitments and Income | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Minimum lease payments receivable within one year | 1,277 | 585 | | Minimum lease payments receivable in the second year | 531 | 429 | | Total minimum lease payments receivable | 1,808 | 1,014 | | Rental income from investment properties | 693 | 1,257 | | Rental income from plant and machinery | 440 | 965 | | Total rental income | 1,133 | 2,222 | 14. Fair Value Measurement The Group's investment properties, specifically office units in Malaysia, are measured at fair value using the income approach and classified as Level 3, with a fair value of HK$21,681 thousand and a net fair value gain of HK$523 thousand recognized for the period - The Group's investment properties (office units in Malaysia) are measured at fair value using the income approach and classified as Level 3[42][48] Investment Properties Fair Value Summary | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Fair value of investment properties | 21,681 | 19,699 | | Net fair value gain recognized in profit or loss | 523 | 104 | | Exchange differences | 1,459 | 426 | - The valuation technique uses a reversionary yield (2025: 6.5%) and market rent per square foot per month (2025: RM3.2) as significant unobservable parameters[48] 15. Related Party Transactions The Group engages in various related party transactions, including interest expenses paid to related parties, rental income received, and revenue from game publishing services, with key management personnel remuneration totaling HK$1,623 thousand for the period Related Party Transactions Summary | Item | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Directors' remuneration | 1,623 | 1,488 | | Interest expenses paid to related parties | (7,805) | (8,939) | | Rental income from Mr. Cheng | 2 | 134 | | Revenue from game publishing services from Empire Entertainment & Gaming Interactive Limited | — | 3,067 | Related Party Balances (Payable) | Related Party Balance (Payable) | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Empire Credit Finance Limited | (5,100) | (5,100) | | Sun International Group Limited | (102,244) | (113,750) | | Empire Group (Holdings) Limited | (45,033) | (53,150) | | Mr. Cheng | (50,904) | (53,634) | | Mr. Yeung Tung Sing | (600) | (600) | | Empire Entertainment & Gaming Interactive Limited (Payable) | (320) | 2,748 | | Total | (204,201) | (223,486) | Business Review and Outlook This section provides an overview of the Group's business performance across its segments, industry trends, and future strategic directions Industry Review Global economic growth is projected at 3.2% in 2024 and 3.5% in 2025, with the global gaming market expected to grow at a 3.1% CAGR from 2022 to 2027, and the digital economy continuing robust growth driven by AI, software, and cybersecurity - Global economic growth is forecast at 3.2% in 2024 and 3.5% in 2025[55] - Total revenue in the global gaming market is expected to grow at a compound annual growth rate of 3.1% between 2022 and 2027[55] - The digital economy continues its strong growth, driven by powerful forces such as Artificial Intelligence (AI), software, and cybersecurity developments[55] Business Review The Group has transformed into a leader in online game publishing, cloud computing, and e-sports, with total revenue decreasing by 2.9% to HK$27,461 thousand, while loss attributable to shareholders narrowed to HK$20,046 thousand due to reduced R&D costs - The Group has transformed into a leading enterprise in three pillar areas: online game publishing, cloud computing-related services, and e-sports[56] - Total revenue for the period decreased by approximately 2.9% year-on-year to approximately HK$27,461 thousand, mainly due to reduced sales in the household products segment and the lack of contribution from the Metasens project[56] - The loss attributable to shareholders of the Company was approximately HK$20,046 thousand, with the reduction in loss primarily due to decreased research and development costs for Holosens[56] Online Gaming Business Online gaming revenue decreased by 22.7% to HK$9,584 thousand, primarily due to scaling back Holosens development and the cessation of "Myth of Empires" revenue contribution, resulting in a segment loss of HK$4,540 thousand Online Gaming Business Performance | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 9,584 | 12,404 | -22.7% | | Segment loss | (4,540) | (6,446) | +29.6% | - The Group scaled back the development of Holosens, and "Myth of Empires," which contributed approximately HK$3,067 thousand in segment revenue in 2024, no longer contributed during the period[57][58] Cloud Computing and Data Storage Business Cloud computing and data storage revenue decreased by 31.6% to HK$1,473 thousand, mainly due to reduced Filecoin unit output, leading to a segment loss of HK$6,178 thousand, with future plans to explore Web3 opportunities and IT consulting Cloud Computing and Data Storage Business Performance | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,473 | 2,152 | -31.6% | | Segment loss | (6,178) | (7,649) | +19.2% | - The decrease in revenue was primarily due to a reduction in Filecoin unit output as the system scaled up[59] - The segment loss was mainly attributable to the decline in the market price of cryptocurrencies and the termination of the Bitcoin business[59] - Looking ahead, the Group will explore Web3 development opportunities and the possibility of providing IT consulting services[59] E-sports Business E-sports revenue grew by 29.2% to HK$15,511 thousand, achieving a segment profit of HK$1,048 thousand, reversing last year's loss, driven by strong performance from its League of Legends mobile and Valorant teams E-sports Business Performance | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 15,511 | 12,002 | +29.2% | | Segment profit/(loss) | 1,048 | (408) | N/A | - The League of Legends mobile team and Valorant team achieved impressive results during the period and contributed to segment growth[60] Other Businesses Property investment revenue increased to HK$693 thousand with a segment profit of HK$1,241 thousand, while household products and money lending revenue significantly decreased to HK$200 thousand but turned profitable at HK$186 thousand, with plans to strengthen the customer base Other Businesses Performance | Business | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | Revenue Change (%) | 2025 Segment Profit/(Loss) (HK$ thousand) | 2024 Segment Profit/(Loss) (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Property Investment | 693 | 622 | +11.4% | 1,241 | 2,534 | | Household Products & Money Lending | 200 | 1,103 | -81.9% | 186 | (150) | - The property investment segment profit was due to an increase in the fair value of investment properties during the period[61] - The Group will take measures to increase revenue from the household products and money lending businesses by strengthening its customer base[61] Outlook The Group will continue to invest in exploring business opportunities related to blockchain technology, AI, and Web3, while proceeding cautiously to navigate the rapidly changing market environment - The Group will continue to invest resources to further explore business opportunities related to blockchain technology, AI, and Web3[62] - The Group will continue to act prudently in developing these projects to respond to the rapid changes in the market environment for these businesses[62] Financial Review For the six months ended June 30, 2025, the Group's revenue decreased by 2.9%, but gross margin significantly improved to 45.7%, leading to a 23.0% reduction in loss attributable to owners of the Company, with total assets increasing due to investment properties and cash Financial Performance Summary | Indicator | June 30, 2025 (HK$ thousand) | June 30, 2024 (HK$ thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 27,500 | 28,300 | -2.9% | | Gross margin | 45.7% | 24.4% | +21.3pp | | Other income | 2,300 | 6,700 | -65.7% | | Distribution costs | 300 | 1,100 | -72.7% | | Administrative expenses | 26,500 | 29,300 | -9.5% | | Loss for the period attributable to owners of the Company | 20,000 | 26,000 | -23.1% | - Total assets increased from approximately HK$87,200 thousand as of December 31, 2024, to approximately HK$90,800 thousand as of June 30, 2025, primarily due to increases in investment properties and cash and bank balances[64] Liquidity, Financial Resources, Funding and Financial Policies This section details the Group's liquidity position, financial resources, funding activities, and financial management policies Overview of Liquidity, Financial Resources, Funding and Financial Policies As of June 30, 2025, the Group's cash and bank balances significantly increased to HK$29,700 thousand and current assets to HK$53,800 thousand, but it still faces HK$260,100 thousand in current liabilities, with the debt-to-asset ratio decreasing but remaining high Liquidity and Financial Resources Summary | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Cash and bank balances | 29,700 | 8,500 | +249.4% | | Current assets | 53,800 | 43,700 | +23.1% | | Current liabilities | 260,100 | 260,500 | -0.2% | | Loans from related parties | 190,700 | 214,700 | -11.2% | - The Group entered into a revolving loan agreement with an independent third party for up to HK$25,000 thousand during the period, at an annual interest rate of 12%, which has been fully drawn down[65] - The debt-to-asset ratio (calculated as the ratio of loans from related companies and other borrowings to total assets) decreased from 246.3% as of December 31, 2024, to 237.4% as of June 30, 2025[68] Bank Borrowings The Group had no bank borrowings as of June 30, 2025, and December 31, 2024 - There were no bank borrowings as of June 30, 2025, and December 31, 2024[67] Commitments The Group had no capital commitments as of June 30, 2025, and December 31, 2024 - The Group had no capital commitments as of June 30, 2025, and December 31, 2024[69] Capital Structure The Company's share capital consists solely of ordinary shares - The Company's share capital consists solely of ordinary shares[70] Material Acquisitions and Disposals There were no material acquisitions or disposals during the period - There were no material acquisitions or disposals during the period[71] Dividends The Board resolved not to declare an interim dividend for the period, consistent with the prior year - The Board resolved not to declare an interim dividend for the period (2024: nil)[72] Foreign Exchange Risk The Group's primary trade transactions, assets, and liabilities are denominated in RMB, USD, HKD, MYR, and THB - The Group's principal trade transactions, assets, and liabilities are denominated in Renminbi, United States Dollars, Hong Kong Dollars, Malaysian Ringgit, and Thai Baht[73] Contingent Liabilities The Group had no significant contingent liabilities as of June 30, 2025, and December 31, 2024 - The Group had no significant contingent liabilities as of June 30, 2025, and December 31, 2024[74] Employees and Remuneration Policy As of June 30, 2025, the Group employed 131 staff, with total employee remuneration of approximately HK$13,059 thousand for the period, and remuneration policies are reviewed annually based on service and performance Employee Information | Indicator | June 30, 2025 | | :--- | :--- | | Number of employees | 131 | | Total employee remuneration (including directors' emoluments) | HK$13,059 thousand | - The Group reviews employee remuneration and rewards annually based on years of service and performance, and grants share options and bonuses at its discretion based on financial performance[75] Use of Proceeds from Share Placement As of June 30, 2025, the net proceeds of HK$109.7 million from the share placement were fully utilized, with HK$99.7 million for loan repayment and HK$10.0 million for general working capital Share Placement Proceeds Utilization | Business Strategy | Net Proceeds (HK$ million) | Amount Utilized (HK$ million) | Unutilized Amount (HK$ million) | | :--- | :--- | :--- | :--- | | Loan repayment | 99.7 | 99.7 | — | | General working capital | 10.0 | 10.0 | — | | Total | 109.7 | 109.7 | — | Other Information This section provides additional disclosures, including directors' and substantial shareholders' interests, the share option scheme, and other material contracts Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or its Associated Corporations As of June 30, 2025, Mr. Cheng held a 19.53% share interest through Diamond State Holdings Limited, and Mr. Yeung Tung Sing held 0.51% through Bluemount Investment Fund SPC, with no other directors having disclosable interests Directors' Interests in Shares | Director Name | Company Interests (Shares) | Percentage of Total Issued Shares | | :--- | :--- | :--- | | Mr. Cheng | 72,888,480 (L) | 19.53% | | Mr. Yeung Tung Sing | 1,900,000 (L) | 0.51% | - Mr. Cheng holds 72,888,480 shares through Diamond State Holdings Limited, and Mr. Yeung Tung Sing holds 1,900,000 shares through Bluemount Investment Fund SPC[77] - Mr. Cheng resigned as an executive director and chairman of the Board of the Company, effective July 3, 2025[77] Substantial Shareholders As of June 30, 2025, Diamond State Holdings Limited was the Company's substantial shareholder, holding 72,888,480 shares, representing 19.53% of the total issued share capital, wholly owned by Mr. Cheng Substantial Shareholders' Interests | Substantial Shareholder Name | Number of Shares Held | Capacity | Approximate Percentage of Total Issued Share Capital of the Company | | :--- | :--- | :--- | :--- | | Diamond State | 72,888,480 | Beneficial owner | 19.53% | | Mr. Cheng | 72,888,480 | Interest of controlled corporation | 19.53% | - 100% of the issued share capital of Diamond State is owned by Mr. Cheng, who is therefore deemed to be interested in 72,888,480 shares of the Company[79] Share Option Scheme The Company adopted a share option scheme on June 27, 2025, to recognize and incentivize eligible participants, with 4,732,432 options outstanding as of June 30, 2025, and specific terms for exercise price, grant limits, and vesting periods - The Share Option Scheme was adopted on June 27, 2025, to recognise and acknowledge the contributions of eligible participants to the Group and to encourage them to enhance the value of the Company[80][82] - Eligible participants include employee participants and service providers, with the Board determining eligibility based on various factors[83][84] - The exercise price for each share option shall not be less than the higher of the closing price on the date of grant and the average closing price for the five business days immediately preceding the date of grant[85] Share Option Scheme Key Terms | Item | Value | | :--- | :--- | | Total number of share options available for grant as of June 30, 2025 | 37,324,320 options | | Total number of shares that may be issued and percentage of issued share capital | 42,056,752 shares (approximately 11.27%) | | Maximum number of new shares that may be granted under the Share Option Scheme | 10% of total issued shares on adoption date | | Maximum number of new shares that may be issued to service providers | 2.5% of total issued shares on adoption date | | Maximum entitlement for each participant | 1% of issued shares in any 12-month period | | Minimum vesting period before exercise of share options | Not less than 12 months | | Remaining term of the Share Option Scheme | 10 years from June 27, 2025 | Outstanding Share Options | Name | Number of Outstanding Share Options as of January 1, 2025 | Number of Outstanding Share Options as of June 30, 2025 | | :--- | :--- | :--- | | Lam Chun Wai | 311,036 | 311,036 | | Yeung Tung Sing | 3,110,360 | 3,110,360 | | Li Ting Ting | 1,000,000 | 1,000,000 | | Luk Wai Keung | 311,036 | 311,036 | | Total | 4,732,432 | 4,732,432 | - The fair value of share options is calculated using a binomial model, referencing valuations by independent professional valuers, and considering parameters such as share price, exercise price, expected volatility, expected life, expected dividend yield, and risk-free interest rate[95][96] Directors' Interests in Material Contracts Except for disclosed connected and/or related party transactions, no directors had a significant direct or indirect interest in any material contract entered into by the Company or its subsidiaries or holding company during the review period - Save for transactions disclosed as connected and/or related party transactions in accordance with the requirements of the Listing Rules and Hong Kong Generally Accepted Accounting Principles, no director had a significant direct or indirect interest in any material contract entered into by the Company or any of its subsidiaries or its holding company that was subsisting at the end of the review period or at any time during the review period[97] Purchase, Sale or Redemption of Shares Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's shares during the period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's shares during the period[98] Corporate Governance This section outlines the Group's commitment to maintaining high corporate governance standards and compliance with the Listing Rules' Corporate Governance Code Overview of Corporate Governance The Group is committed to high corporate governance standards, fully complying with the Listing Rules' Corporate Governance Code during the period, with the Audit Committee reviewing interim financial statements and all directors confirming adherence to securities transaction standards - The Company has complied in all material respects with the principles and code provisions of the Corporate Governance Code and Corporate Governance Report as set out in Appendix C1 to the Listing Rules during the period[99] Audit Committee The Audit Committee, composed of three independent non-executive directors, reviews interim and annual reports, provides recommendations to the Board, and oversees internal control procedures, having reviewed the unaudited condensed consolidated financial statements for the period - The Audit Committee, comprising three independent non-executive directors, is primarily responsible for reviewing the Company's interim and annual reports and accounts, providing advice and recommendations to the Board, and overseeing the Group's internal control procedures[100] - The Audit Committee has reviewed the unaudited condensed consolidated financial statements for the period[101] Model Code for Securities Transactions by Directors The Company adopted the Model Code for Securities Transactions by Directors as set out in Appendix 10 of the Listing Rules, and all directors confirmed compliance with its required standards during the period - The Company has adopted the Model Code for Securities Transactions by Directors as set out in Appendix 10 to the Listing Rules as its own code of conduct for directors' securities transactions[102] - Following specific enquiries, all directors confirmed their compliance with the required standards set out in the Model Code during the period[102]