奇士达(06918) - 2025 - 中期财报

Corporate Information This section details the board of directors' composition, registered office, business locations, and key financial institutions Board of Directors This section outlines the composition of the Board of Directors, including executive, non-executive, and independent non-executive directors, and lists members and chairpersons of various committees - Mr. Hong Kun was appointed as an executive director on May 19, 2025[6] Registered Office and Business Locations This section specifies the company's registered office in the Cayman Islands, its principal place of business in mainland China, and its place of business in Hong Kong, along with share registrar and banking information - The company is registered in the Cayman Islands, with main business operations in Shantou, China, and Hong Kong[9][11] Management Discussion and Analysis This chapter reviews the Group's business and financial performance for the first half of 2025, including revenue growth, gross margin decline, narrowed loss, liquidity, working capital, and borrowings, while outlining future strategies BUSINESS AND FINANCIAL REVIEW The Group's total revenue increased by 36.5% due to strong smart toy car model sales and new market expansion, despite a significant gross margin decline from outsourcing costs, leading to a narrowed net loss - The Group primarily designs, develops, manufactures, and sells smart toy car models, smart interactive toys, and traditional toys[12][16] 2025 H1 Key Financial Indicators Comparison | Indicator | 2025 H1 (RMB'000) | 2024 H1 (RMB'000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | | | | | Total Revenue | 68,926 | 50,488 | +36.5% | | Smart Car Model Sales | 68,926 | 48,509 | +42.1% | | Smart Interactive Toy Sales | 0 | 0 | 0% | | Traditional Toy Sales | 0 | 0 | 0% | | Profit | | | | | Gross Profit | 3,935 | 8,597 | -54.7% | | Gross Margin | 5.7% | 17.0% | -11.3pp | | Selling Expenses | 0 | 7 | -100% | | Administrative Expenses | 6,867 | 12,093 | -43.2% | | Net Impairment Loss on Trade Receivables | 6,674 | 7,396 | -9.8% | | Loss for the Period | 15,038 | 17,584 | -14.5% | - The Group suspended production and sales of traditional toys until market conditions improve[22][26] - The Group produces products under the "kidztech" brand, co-brands with well-known car manufacturers or entertainment characters, and uses OEM/ODM models[23][27] Liquidity and Financial Resources Comparison as of June 30, 2025 | Indicator | June 30, 2025 (RMB'000) | Dec 31, 2024 (RMB'000) | Change (%) | | :--- | :--- | :--- | :--- | | Total Borrowings | 128,600 | 125,800 | +2.2% | | Total Equity | 275,000 | 285,900 | -3.8% | | Gearing Ratio | 46.8% | 44.0% | +2.8pp | | Current Ratio | 1.4 | 1.4 | 0% | | Quick Ratio | 1.4 | 1.4 | 0% | | Cash and Cash Equivalents | 46,400 | 10,700 | +333.6% | | Trade Receivables | 253,400 | 301,300 | -15.9% | | Prepayments and Other Receivables | 83,800 | 82,600 | +1.5% | | Trade and Other Payables | 126,900 | 140,000 | -9.4% | - Total bank and other borrowings were approximately RMB128.6 million, with fixed interest rates between 2.25% and 18.00%, and a weighted average effective interest rate of approximately 7.9%[49][51] Business Review and Outlook The Group addresses weakening toy demand by expanding into emerging markets, outsourcing production for cost control, and maintaining R&D innovation, with future plans to diversify into high-end and green energy sectors - The Group addresses declining traditional toy orders and weakening consumer demand by expanding into emerging markets, outsourcing production processes, controlling costs, and adopting a low gross margin strategy[54][57] - The company maintains market competitiveness and R&D innovation advantages to achieve a "quality upgrade strategy"[54][57] - In the second half, the company plans to actively expand into high-end, clean energy, and other green-related product and technology industries to enhance internal development potential and establish a diversified product portfolio[54][57] Significant Investments and Future Plans No significant investments, acquisitions, or disposals occurred during the reporting period, but the Group strategically entered the new energy sector through acquisitions of Inner Mongolia Paiwei Technology and Times Logistics Investment - No significant investments, acquisitions, or disposals of subsidiaries during the reporting period[55][58] - The Group has strategically entered the new energy sector as a starting point for diversified development[56][59] - Acquired 60% equity in Inner Mongolia Paiwei Technology Co., Ltd., which focuses on R&D, production, and sales of energy storage molten salt, core raw materials, and integrated thermal energy storage systems[56][59] - Acquired 51% equity in Times Logistics Investment Co., Ltd., whose indirect wholly-owned subsidiary, Delingha Ainengsen New Energy Technology, primarily engages in sales, services, and after-sales support in the molten salt materials and thermal storage equipment sectors[60][66] Capital Structure and Liabilities The Group's capital structure is primarily based on equity attributable to owners, with 624,564,000 ordinary shares issued, and as of June 30, 2025, certain borrowings are secured by property, plant, and equipment - The Group's capital structure is primarily based on equity attributable to owners, with a total of 624,564,000 ordinary shares issued[61][67] - As of June 30, 2025, certain bank and other borrowings are secured by property, plant, and equipment[63][68] Capital Commitments and Contingent Liabilities as of June 30, 2025 | Indicator | June 30, 2025 (RMB'000) | Dec 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Total Capital Commitments | 13,100 | 13,100 | | Significant Contingent Liabilities | None | None | Financial Management and Foreign Exchange The Group adopts prudent financial management policies, primarily funding operations through cash flow and bank borrowings, and regularly reviews its financial position, with no significant foreign exchange risk or hedging policy - The Group adopts prudent funding and treasury management policies, with funding primarily from cash generated from operating activities and bank borrowings[72][74] - Foreign exchange risk primarily arises from USD transactions of Chinese operating subsidiaries and HKD-denominated listing expenses; directors believe there is no significant foreign exchange risk and currently have no foreign currency hedging policy[73][75] EVENTS AFTER THE REPORTING PERIOD After the reporting period, the company successfully placed 124,912,800 shares in August 2025, raising approximately HK$16.1 million net, allocated to debt repayment and general working capital - In August 2025, the company successfully placed 124,912,800 shares at an issue price of HK$0.133 per share[76][80] Use of Proceeds from Placement | Purpose | Amount (HK$ million) | Percentage (%) | | :--- | :--- | :--- | | Debt Repayment | 10.0 | 61.9% | | General Working Capital | 6.1 | 38.1% | | Total Net Proceeds | 16.1 | 100% | EMPLOYEES, REMUNERATION POLICIES AND PENSION SCHEMES As of June 30, 2025, the Group had 24 full-time employees across Hong Kong, Shantou, and Shenzhen, offering salaries, insurance, and discretionary bonuses, and participates in China's social security and Hong Kong's MPF schemes Full-time Employee Count | Date | Employee Count | Change (%) | | :--- | :--- | :--- | | June 30, 2025 | 24 | -25% | | Dec 31, 2024 | 32 | | - The Group provides salaries, accident insurance, and allowances, with bonuses determined discretionarily based on employee performance and overall Group performance[79][82] - The Group participates in China's housing provident fund and social security schemes, and Hong Kong employees join the Mandatory Provident Fund scheme[84][85][87][88] BUSINESS OUTLOOK The Group plans to prioritize expanding overseas and Chinese markets, diversify its customer base, enhance production efficiency through outsourcing, increase sales resources in domestic and Asian markets, and diversify its product portfolio through continuous development - Continue to prioritize expanding overseas markets (maintaining existing customers, being vigilant about epidemics, expanding customer base) and focusing on the Chinese market[89] - Strengthen, expand, and diversify the customer base, focusing on Hong Kong and China export-oriented wholesalers and Chinese retailers[89] - Improve production efficiency and effectively control costs by outsourcing part of the production process[89] - Allocate more resources to expand sales in domestic and Asian markets[89] - Diversify the new product portfolio through continuous development[89] Condensed Consolidated Interim Statement of Comprehensive Income For the six months ended June 30, 2025, the Group reported total revenue of RMB68.9 million, gross profit of RMB3.9 million, and a loss for the period of RMB15.0 million, which is a narrower loss compared to the prior year Summary of Condensed Consolidated Interim Statement of Comprehensive Income | Indicator | 2025 H1 (RMB'000) | 2024 H1 (RMB'000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 68,926 | 50,488 | +36.5% | | Cost of Sales | (64,991) | (41,891) | +55.1% | | Gross Profit | 3,935 | 8,597 | -54.7% | | Selling Expenses | – | (7) | -100% | | Administrative Expenses | (6,867) | (12,093) | -43.2% | | Net Impairment Loss on Trade Receivables | (6,674) | (7,396) | -9.8% | | Other Income and Other Gains/(Losses) – Net | 633 | (414) | +252.4% | | Operating Loss | (8,973) | (11,313) | -20.7% | | Finance Costs | (6,065) | (6,271) | -3.3% | | Loss Before Tax | (15,038) | (17,584) | -14.5% | | Income Tax | – | – | 0% | | Loss for the Period | (15,038) | (17,584) | -14.5% | | Exchange Differences on Translation of Overseas Operations | 4,140 | (7,687) | +153.9% | | Total Comprehensive Income for the Period | (10,898) | (25,271) | -56.9% | | Basic and Diluted Loss Per Share (RMB cents) | (2.4) | (2.8) | -14.3% | Condensed Consolidated Interim Statement of Financial Position As of June 30, 2025, the Group's total assets less current liabilities were RMB294.7 million, with net assets of RMB275.0 million, showing a slight decrease in net current assets but a significant increase in cash and cash equivalents Summary of Condensed Consolidated Interim Statement of Financial Position | Indicator | June 30, 2025 (RMB'000) | Dec 31, 2024 (RMB'000) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | | | | | Property, Plant and Equipment | 152,440 | 159,237 | -4.3% | | Right-of-use Assets | 9,491 | 9,504 | -0.1% | | Prepayments | 9,061 | 9,739 | -7.0% | | Current Assets | | | | | Inventories | 18,379 | 19,291 | -4.8% | | Trade Receivables | 253,425 | 301,262 | -15.9% | | Prepayments and Other Receivables | 83,754 | 82,553 | +1.5% | | Cash and Cash Equivalents | 46,422 | 10,705 | +333.6% | | Current Liabilities | | | | | Trade and Other Payables | 126,852 | 139,981 | -9.4% | | Bank and Other Borrowings | 128,626 | 125,762 | +2.3% | | Current Income Tax Liabilities | 18,858 | 18,974 | -0.6% | | Non-current Liabilities | | | | | Convertible Bonds | 14,979 | 12,908 | +16.0% | | Bonds | 4,783 | 4,870 | -1.8% | | Total Equity | 274,978 | 285,876 | -3.8% | Condensed Consolidated Interim Statement of Changes in Equity As of June 30, 2025, total equity attributable to owners of the company was RMB275.3 million, a decrease from the end of 2024, primarily due to the loss for the period, but with an increase in foreign currency translation reserve Summary of Condensed Consolidated Interim Statement of Changes in Equity | Indicator | June 30, 2025 (RMB'000) | Jan 1, 2024 (RMB'000) | | :--- | :--- | :--- | | Share Capital | 562 | 562 | | Share Premium | 134,121 | 134,121 | | Statutory Reserve | 23,239 | 23,239 | | Capital Reserve | 274,282 | 274,282 | | Foreign Currency Translation Reserve | 14,602 | 6,416 | | Share Option Reserve | 29,403 | 29,403 | | Merger Reserve | (22,103) | (22,103) | | Equity Component of Convertible Bonds | 6,005 | – | | Accumulated Losses | (184,809) | (108,710) | | Total Equity Attributable to Owners of the Company | 275,302 | 336,908 | | Non-controlling Interests | (324) | (302) | | Total Equity | 274,978 | 336,606 | Condensed Consolidated Interim Statement of Cash Flows For the six months ended June 30, 2025, the Group generated net cash of RMB34.8 million from operating activities and RMB1.7 million from investing activities, while using RMB0.064 million in financing activities, leading to a significant increase in cash and cash equivalents to RMB46.4 million Summary of Condensed Consolidated Interim Statement of Cash Flows | Indicator | 2025 H1 (RMB'000) | 2024 H1 (RMB'000) | | :--- | :--- | :--- | | Net Cash Generated From/(Used In) Operating Activities | 34,784 | (4,576) | | Net Cash Generated From Investing Activities | 1,700 | 2 | | Net Cash (Used In)/Generated From Financing Activities | (64) | 2,435 | | Net Increase/(Decrease) in Cash and Cash Equivalents | 36,420 | (2,139) | | Cash and Cash Equivalents at Beginning of Period | 10,705 | 48,899 | | Exchange Differences on Cash and Cash Equivalents | (703) | 507 | | Cash and Cash Equivalents at End of Period | 46,422 | 47,267 | Notes to the Condensed Consolidated Interim Financial Statements This section provides detailed notes to the condensed consolidated interim financial statements, covering general information, basis of preparation, accounting standards, revenue, segment information, finance costs, income tax, loss for the period, loss per share, dividends, asset changes, receivables, payables, borrowings, share capital, contingent liabilities, and capital commitments 1. General Information Kido Holdings Limited was incorporated in the Cayman Islands on October 25, 2019, and listed on the Main Board of the Hong Kong Stock Exchange on March 18, 2020, primarily engaged in toy manufacturing and sales - The company was incorporated in the Cayman Islands on October 25, 2019, and listed on the Main Board of the Hong Kong Stock Exchange on March 18, 2020[97][101] - The company is an investment holding company, and its subsidiaries are primarily engaged in the manufacturing and sale of toys[98][101] 2. Basis of Preparation The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and applicable disclosure requirements of the HKEX Listing Rules, maintaining consistency with 2024 annual financial statements - The financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and the Listing Rules[99][102] - The preparation methods are consistent with the accounting policies and calculation methods used in the 2024 annual financial statements[100][102] 3. Application of New and Revised HKFRS Accounting Standards The Group adopted all new and revised HKFRS effective from January 1, 2024, with no significant changes to accounting policies or financial statement presentation, and no expected material impact from unadopted new standards - The Group has adopted all new and revised HKFRS effective from January 1, 2024[103][105] - The adoption of new standards did not result in significant changes to accounting policies, financial statement presentation, or reported amounts[103][105] - New standards not yet effective are not expected to have a significant impact on the financial statements[104][105] 4. Revenue and Segment Information The Group primarily manufactures and sells car models, treated as one operating segment, with total revenue of RMB68.9 million for H1 2025, mainly from markets outside mainland China, and smart car models as the sole revenue source - The Group primarily manufactures and sells car models, which is considered one operating segment by management[108][109] Revenue by Region and Product | Category | 2025 H1 (RMB'000) | 2024 H1 (RMB'000) | | :--- | :--- | :--- | | Regional Markets | | | | Mainland China | 3,201 | – | | Outside Mainland China | 65,725 | 50,488 | | Total | 68,926 | 50,488 | | Main Products | | | | Smart Car Models | 68,926 | 48,509 | | Raw Materials and Electronic Components | – | 1,979 | | Total | 68,926 | 50,488 | - Revenue recognition for all items occurs at a point in time[114] 5. Finance Costs For the six months ended June 30, 2025, total finance costs amounted to RMB6.065 million, primarily comprising interest expenses on bank and other borrowings and imputed interest on convertible bonds Composition of Finance Costs | Category | 2025 H1 (RMB'000) | 2024 H1 (RMB'000) | | :--- | :--- | :--- | | Interest Expense on Bank and Other Borrowings | 3,908 | 6,173 | | Interest Expense on Lease Liabilities | – | 98 | | Interest Expense on Bonds | 86 | – | | Imputed Interest on Convertible Bonds | 2,071 | – | | Total | 6,065 | 6,271 | 6. Income Tax For the six months ended June 30, 2025, the Group had no taxable profit, resulting in zero income tax expense - For the six months ended June 30, 2025, the Group had no taxable profit, and income tax expense was zero[118] 7. Loss for the Period The loss for the period primarily consists of cost of sales of inventories, depreciation of property, plant and equipment, right-of-use assets, and staff costs Major Components of Loss for the Period | Category | 2025 H1 (RMB'000) | 2024 H1 (RMB'000) | | :--- | :--- | :--- | | Cost of Sales of Inventories | 64,991 | 41,891 | | Depreciation of Right-of-use Assets | 12 | 1,380 | | Depreciation of Property, Plant and Equipment | 4,439 | 5,072 | | Staff Costs | 1,774 | 2,311 | 8. Loss Per Share As of June 30, 2025, basic loss per share was RMB2.4 cents, an improvement from RMB2.8 cents in the prior year, with unexercised share options having an anti-dilutive effect Loss Per Share | Indicator | 2025 H1 (RMB cents) | 2024 H1 (RMB cents) | | :--- | :--- | :--- | | Basic and Diluted Loss Per Share | (2.4) | (2.8) | - As of June 30, 2025, potential ordinary shares from unexercised share options had an anti-dilutive effect[123] 9. Dividends The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025[124][129] 10. Property, Plant and Equipment No new property, plant, and equipment were acquired by the Group during the six months ended June 30, 2025 - No new property, plant, and equipment were acquired by the Group during the six months ended June 30, 2025[125][130] 11. Right-of-use Assets No additions to right-of-use assets were recognized during the six months ended June 30, 2025 - No additions to right-of-use assets were recognized during the six months ended June 30, 2025[126][131] 12. Trade Receivables As of June 30, 2025, net trade receivables were RMB253.4 million, a decrease from the end of 2024, mainly due to improved collection from individual customers, with impairment provisions increasing to RMB60.8 million Trade Receivables and Impairment Provisions | Indicator | June 30, 2025 (RMB'000) | Dec 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Trade Receivables | 314,201 | 356,774 | | Less: Impairment Provisions | (60,776) | (55,512) | | Net Amount | 253,425 | 301,262 | Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (RMB'000) | Dec 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Less than 30 days | 17,617 | 48,449 | | 31 to 120 days | 33,393 | 138,953 | | 121 days to 1 year | 213,539 | 142,772 | | 1 to 2 years | 49,652 | 24,574 | | Over 2 years | – | 2,026 | 13. Trade and Other Payables As of June 30, 2025, total trade and other payables were RMB126.9 million, a decrease from the end of 2024, primarily due to timely payments to suppliers Composition of Trade and Other Payables | Category | June 30, 2025 (RMB'000) | Dec 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Trade Payables | 38,809 | 54,395 | | Accrued Other Expenses | 57,336 | 56,422 | | Accrued Staff Salaries | 2,352 | 2,627 | | VAT and Other Taxes Payable | 21,706 | 20,858 | | Amounts Due to Shareholders | 6,649 | 5,679 | | Total | 126,852 | 139,981 | Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (RMB'000) | Dec 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Less than 30 days | 834 | 2,928 | | 31 to 120 days | 9,319 | 13,359 | | 121 days to 1 year | 5,266 | 425 | | 1 to 2 years | 8,973 | 37,683 | | Over 2 years | 14,417 | – | 14. Bank and Other Borrowings As of June 30, 2025, total bank and other borrowings were RMB128.6 million, all repayable within one year, with some secured by property, plant, and equipment, right-of-use assets, company shares, and personal guarantees Bank and Other Borrowings | Category | June 30, 2025 (RMB'000) | Dec 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Bank Loans (Secured) | 74,988 | 72,101 | | Other Borrowings | 53,638 | 53,661 | | Total | 128,626 | 125,762 | - All borrowings are repayable within one year[137] - Borrowings are secured by property, plant, and equipment, right-of-use assets, company shares held by certain company shareholders, and personal guarantees provided by Mr. Yu Huang, Ms. Chen Cheng, and minority shareholders[137] 15. Share Capital As of June 30, 2025, the company's authorized share capital was 5,000,000,000 shares, each with a par value of HK$0.001; a total of 624,564,000 ordinary shares were issued Share Capital Information | Indicator | June 30, 2025 | | :--- | :--- | | Authorized Ordinary Shares | 5,000,000,000 | | Issued Ordinary Shares | 624,564,000 | | Par Value Per Share | HK$0.001 | 16. Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[140] 17. Capital Commitment As of June 30, 2025, the Group's total capital commitments amounted to approximately RMB10.4 million, primarily for contracted but unprovided property, plant, and equipment Capital Commitments | Category | June 30, 2025 (RMB'000) | Dec 31, 2024 (RMB'000) | | :--- | :--- | :--- | | Property, Plant and Equipment – Contracted but Not Provided For | 10,437 | 13,088 | 18. Approval of Financial Statements The financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025 - The financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025[141] Other Information This chapter discloses directors' and substantial shareholders' interests, share schemes (including the terminated 2020 Share Option Scheme and adopted 2025 Share Scheme), share transactions, interim dividend policy, corporate governance practices, changes in director information, and continuing disclosure requirements Directors' and Chief Executive's Interests and Short Positions in the Shares, Underlying Shares or Debentures As of June 30, 2025, Executive Director Mr. Yu Huang held a 31.19% equity interest in the company through his controlled corporation, Top Synergy Y&C Limited, with all directors complying with the Model Code for Securities Transactions by Directors of Listed Issuers Directors' and Chief Executive's Share Interests | Director Name | Capacity/Nature of Interest | Number of Shares Held/Interested | Long/Short Position | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Mr. Yu Huang | Interest in Controlled Corporation | 194,784,667 | Long Position | 31.19% | - Mr. Yu Huang holds company shares through Top Synergy Y&C Limited, which is approximately 94.79% owned by Mr. Yu Huang and approximately 5.21% by his spouse, Ms. Chen Cheng[146] - All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the reporting period[207][210] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, substantial shareholders included Ms. Chen Cheng (spouse of Mr. Yu Huang, deemed to own 31.19% interest), Top Synergy Y&C Limited (beneficially owning 31.19%), and Gold-Face Finance Limited and Upbest Group Limited (holding a 19.10% share charge interest due to loan guarantees) Substantial Shareholders' and Other Persons' Share Interests | Name/Entity | Capacity/Nature of Interest | Number of Shares Held/Interested | Long/Short Position | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Ms. Chen Cheng | Spouse's Interest | 194,784,667 | Long Position | 31.19% | | Top Synergy Y&C Limited | Beneficial Owner | 194,784,667 | Long Position | 31.19% | | Gold-Face Finance Limited | Corporation with Share Charge Interest | 119,300,000 | Long Position | 19.10% | | Upbest Group Limited | Interest in Controlled Corporation | 119,300,000 | Long Position | 19.10% | Share Scheme The Group established the 2020 Share Option Scheme (terminated on June 30, 2025) and adopted the 2025 Share Scheme (adopted on June 30, 2025) to incentivize employees and enhance company value 2020 Share Option Scheme The 2020 Share Option Scheme, adopted on February 13, 2020, to reward contributors, had 52,000,000 unexercised options as of June 30, 2025, representing approximately 8.33% of issued shares, with an exercise price of HK$1.17 and a 10-year exercise period, and was terminated on June 30, 2025 - The 2020 Share Option Scheme was adopted on February 13, 2020, to incentivize or reward participants who have contributed to the Group[155][157] - The exercise price of share options shall not be lower than the highest of the closing price of the shares, the average closing price for five days, and the par value[160][163] Changes in 2020 Share Option Scheme | Participant Category | Exercise Price (HK$) | Unexercised as of Jan 1, 2025 | Unexercised as of June 30, 2025 | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | | Employees | 1.17 | 52,000,000 | 52,000,000 | 8.33% | - Share options were granted on June 21, 2022, with a 10-year exercise period (June 21, 2022, to June 20, 2032), and vested immediately upon acceptance by the grantee[167] - The 2020 Share Option Scheme was terminated on June 30, 2025[175] 2025 Share Scheme The 2025 Share Scheme, adopted on June 30, 2025, aims to attract, incentivize, and retain eligible participants by offering opportunities to become shareholders, with awards in the form of share options or share awards, and a total of 62,456,400 new shares available for grant - The 2025 Share Scheme was adopted on June 30, 2025, to attract, incentivize, retain, and reward eligible participants, enhancing company value[168][171] - Awards can be in the form of share options or share awards, payable in shares or their equivalent[169][171] - Eligible participants are employees, directors (excluding independent non-executive directors), or senior officers of the Group[170][172] Number of Shares Available for Grant under 2025 Share Scheme | Indicator | Quantity | Percentage of Issued Share Capital | | :--- | :--- | :--- | | Total New Shares Available for Grant | 62,456,400 | 10.00% | - The scheme's authorized limit is 10% of the total issued shares, subject to subsequent updates[180] - The exercise period for share options does not exceed 10 years, and the vesting period is generally not less than 12 months (except in special circumstances)[185][186] - The exercise price of share options shall not be less than the higher of the closing price on the grant date and the average closing price for the preceding five days[195] - The remaining term of the scheme is approximately 9 years and 10 months[191][194] Purchase, Sale or Redemption of Shares For the six months ended June 30, 2025, neither the company nor any Group member purchased, sold, or redeemed any shares, and the company held no treasury shares - For the six months ended June 30, 2025, neither the company nor any member of the Group purchased, sold, or redeemed any shares[198][202] - As of June 30, 2025, the company held no treasury shares[198][202] Interim Dividend The Board of Directors has resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board of Directors has resolved not to declare an interim dividend for the six months ended June 30, 2025[199][203] Corporate Governance The Group maintains high corporate governance standards, adhering to Appendix C1 of the Listing Rules, though the Chairman and CEO roles are combined, a deviation the Board believes facilitates efficient decision-making without compromising accountability - The Group complies with the Corporate Governance Code in Appendix C1 of the Listing Rules, but the roles of Chairman and Chief Executive Officer are held by the same person (Mr. Yu Huang), deviating from Code Provision C.2.1[204][206][209] - The Board believes the current structure facilitates prompt and effective implementation of business decisions, with no impairment to the balance of power and accountability, and will review this arrangement regularly[206][209] Code of Conduct for Securities Transactions by Directors The company adopted the Model Code for Securities Transactions by Directors of Listed Issuers, with all directors confirming compliance during the reporting period and no non-compliance found among senior management - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers[207][210] - All directors confirmed compliance with the Model Code during the reporting period, and the company found no non-compliance by senior management[207][210] Changes in Director's Information Mr. Hong Kun was appointed as an executive director on May 19, 2025 - Mr. Hong Kun was appointed as an executive director on May 19, 2025[208][211] Continuing disclosure requirement under rule 13.21 of the Listing Rules The company entered a HK$30,000,000 loan agreement with a Hong Kong licensed money lender, with HK$10,000,000 outstanding, secured by equity of controlling shareholder Mr. Yu Huang, shares pledged by Top Synergy Y&C Limited, and personal guarantees - The company entered into a loan agreement for HK$30,000,000 with a Hong Kong licensed money lender[212][215] Loan Repayment Status | Indicator | Amount (HK$) | | :--- | :--- | | Loan Principal | 30,000,000 | | Amount Repaid | 20,000,000 | | Amount Outstanding | 10,000,000 | - The loan is secured by equity of the company's controlling shareholder, Mr. Yu Huang, 119,300,000 shares pledged by Top Synergy Y&C Limited, and personal guarantees[213][214][215][216][218] Competing Interests Directors are unaware of any business or interest of directors, controlling shareholders, or their close associates that competes or may compete with the Group's business, nor any conflicts of interest during the reporting period - Directors are unaware of any business or interest of directors, controlling shareholders, or their close associates that competes or may compete with the Group's business, nor any conflicts of interest during the reporting period[221][223] Audit Committee The Audit Committee, established in accordance with Listing Rules and Corporate Governance Code, reviewed interim results, accounting principles, and discussed audit, risk management, internal control, and financial statement matters, though these interim financial results were not audited or reviewed by the company's auditor - The Audit Committee has been established in accordance with the Listing Rules and the Corporate Governance Code[224][226] - The Audit Committee has reviewed the interim results, accounting principles and practices, and discussed audit, risk management, internal control, and financial statement matters[224][226] - The condensed consolidated interim financial results for the six months ended June 30, 2025, have not been audited or reviewed by the company's auditor[225][226]