加幂科技(08198) - 2025 - 中期财报

Management Discussion and Analysis This section provides an overview of the Group's operations, financial performance, and future outlook Business Review The Group primarily operates big data center services, money lending, and Web3.0 businesses, with big data center revenue decreasing and money lending revenue slightly increasing during the reporting period, while Web3.0 is in the R&D investment phase Big Data Center Services The Group provides big data center services, including site, hardware, power supply, and monitoring management, with the Hong Kong data center ceasing operations in June 2025 and the US data center commencing operations in December 2023, resulting in a year-on-year revenue decrease of approximately 4.7 million HKD - The Hong Kong data center ceased operations in June 2025, with a maximum processing capacity of approximately 1,400 kW[6] - The US data center commenced operations in December 2023, covering 5 acres with a maximum processing capacity of approximately 11 MW[6] Big Data Center Services Revenue (For the six months ended June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 24,900 | 29,600 | Money Lending Business The Group conducts money lending business in Hong Kong through Fortune Rich Limited, with one 30 million HKD loan partially overdue and a 44 thousand HKD provision made, while another 3 million HKD loan was repaid in full before its due date, generating approximately 1 million HKD in revenue - A 30,000,000 HKD loan was granted in April 2020 at an annual interest rate of 10% for a term of 24 months, later extended to April 2, 2024[7] - As of the reporting date, the borrower has further repaid principal and interest of approximately 18,700,000 HKD, but the loan principal and remaining interest are still not fully repaid[7] - As of June 30, 2025, a cumulative provision of approximately 44,000 HKD has been made for this loan[8] Money Lending Business Revenue (For the six months ended June 30) | Metric | 2025 (thousand HKD) | | :--- | :--- | | Revenue | 1,000 | Web3.0 Business During the reporting period, the Group actively invested in R&D activities for its Web3.0 business, including blockchain applications and infrastructure platforms, and recruited talent in related fields to lay the foundation for future business development - During the reporting period, The Group conducted business model R&D for blockchain, Web3.0 applications, and infrastructure platforms[17] - Talent in blockchain and related fields has been recruited, covering overseas market business development, product operations, and blockchain-based financial services[17] Internal Control Procedures The Group has established internal control procedures to manage money lending risks, covering credit risk assessment, credit approval, ongoing monitoring of loan recoverability, and impairment policies, aiming to protect the interests of the Company and its shareholders Credit Risk Assessment The Money Lending Monitoring Team is responsible for assessing potential clients' credit ratings, repayment abilities, financial conditions, and overall credit risk in accordance with relevant laws and regulations, reviewing various documents and conducting name screening - Assessment is conducted by the Money Lending Monitoring Team, comprising the CEO, accounting, and company secretary department personnel[10] - Assessment content includes client credit rating, repayment ability, financial condition, and overall credit risk, with review of identity documents, credit records, loan purpose, repayment plan, cash flow, and balance sheet documents[10] - The company secretary department conducts name screening to verify related party relationships, and management engages independent valuers to assess collateral value[12] Credit Approval The Money Lending Monitoring Team prepares preliminary recommendations based on credit risk assessment results, which are reviewed by the accounting team and subjected to size tests, ultimately submitted to the Board or shareholders for approval to ensure compliance with GEM Listing Rules - The Money Lending Monitoring Team prepares preliminary recommendations based on credit risk assessment results, determining loan principal, interest rate, and term[12] - The accounting team conducts an independent assessment of applications and performs size tests to ensure compliance with GEM Listing Rules' announcement, notification, and shareholder approval requirements[13] - Loan applications successfully passing the procedures are submitted to the Board or shareholders for approval[13] Ongoing Monitoring of Loan Recoverability and Collection The finance department is responsible for establishing client loan sub-accounts and verifying repayments, while management and the Money Lending Monitoring Team quarterly review loan collection and recoverability, taking actions such as overdue notices, dunning letters, or legal action upon client default - The finance department establishes independent sub-accounts for each client, recording loan principal, repayment schedules, and records, which are reviewed and approved by the Head of Finance and CEO[15] - Management and the Money Lending Monitoring Team quarterly review loan collection and recoverability, identifying risks and formulating mitigation measures[15] - Upon client default, the finance department issues overdue notices, and the Money Lending Monitoring Team follows up and may initiate legal action[15] Loan Impairment Policy Management considers factors such as significant delays in borrower repayment, legal actions, decreased collateral value, and inability to obtain financial documents when assessing impairment of loans and interest receivable, and appoints independent valuers to assess impairment losses - Impairment considerations include significant delays in borrower repayment, the Company taking legal action against the borrower, decreased collateral value, and inability to obtain borrower financial documents[18] - Upon discovery of these factors, independent valuers will be appointed to assess the impairment provision for loans and interest receivable[16] Financial Review During the reporting period, the Group's total revenue was approximately 25.9 million HKD, a year-on-year decrease of 4.4 million HKD, primarily due to lower big data center services revenue, and recorded a loss for the period of approximately 32.8 million HKD, a significant increase from the same period last year, mainly impacted by increased R&D expenses, share option payments, and expected credit loss provisions Overall Revenue and Segment Contribution During the reporting period, the Group's total revenue was approximately 25.9 million HKD, a year-on-year decrease of approximately 4.4 million HKD, primarily due to lower big data center services revenue, while money lending business revenue increased, and Web3.0 business incurred R&D expenses Total Revenue and Segment Contribution (For the six months ended June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Total Revenue | 25,900 | 30,300 | (4,400) | | Big Data Center Services Revenue | 24,900 | 29,600 | (4,700) | | Money Lending Business Revenue | 1,000 | 700 | 300 | | Web3.0 Business R&D Expenses | (12,900) | 0 | (12,900) | Operating Results The Group recorded a loss for the period of approximately 32.8 million HKD, a significant increase of 1,032.6% compared to a 2.9 million HKD loss in the same period last year, primarily due to decreased gross profit, increased Web3.0 business R&D expenses, share option payments, and expected credit loss provisions, partially offset by increased other income and gains Operating Results (For the six months ended June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss for the Period | (32,800) | (2,900) | (29,900) | 1,032.6% | - The increase in loss was primarily due to: a decrease in gross profit of approximately 2.4 million HKD, an increase in Web3.0 business R&D expenses of approximately 12.9 million HKD (including share option payments of approximately 5.3 million HKD), an increase in share option payments of approximately 11.3 million HKD, and an increase in provision under the expected credit loss model of approximately 5 million HKD[23] - The increase in loss was partially offset by an increase in other income and gains of approximately 1.7 million HKD (primarily from electricity sales)[23] Significant Acquisitions, Disposals, and Major Investments The Group raised funds through multiple placings of new shares, primarily for Web3.0 business development, stablecoin, and related application development; additionally, the Group completed the acquisition of Rhino Trading, gaining full control of an Australian licensed digital currency exchange to strengthen its Web3.0 ecosystem - The first placing was completed on March 6, 2025, raising net proceeds of approximately 33,228,000 HKD, of which approximately 41.0% was used for Web3.0 development and new opportunities[22] - The second placing was completed on July 24, 2025, raising net proceeds of approximately 54,400,000 HKD, of which approximately 35% was used for Web3.0 business development and approximately 20% for investing in stablecoins and other Web3.0 product development[25] - The Company gained full control of an Australian licensed digital currency exchange by acquiring 100% equity interest in Rhino Trading to strengthen its Web3.0 ecosystem[25] Additions to Property, Plant and Equipment During the reporting period, the Group added approximately 3.07 million HKD in property, plant and equipment and recognized additions to right-of-use assets of approximately 2.22 million HKD, primarily for leasing Hong Kong office premises Property, Plant and Equipment Additions (For the six months ended June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Additions to Property, Plant and Equipment | 3,070 | 1,559 | | Additions to Right-of-Use Assets | 2,218 | 9,097 | - In 2025, additions to right-of-use assets primarily included 2,218,000 HKD arising from leasing Hong Kong office premises[26] Loans Receivable The Group's money lending business involves two main loans: Loan A (30 million HKD) is partially overdue, with legal action taken and ongoing repayment negotiations, approximately 18.7 million HKD repaid during the reporting period, 900 thousand HKD interest income recorded, and a 44 thousand HKD provision made; Loan B (3 million HKD) was repaid in full before its due date, recording 100 thousand HKD interest income - Loan A, with a principal of 30,000,000 HKD and an annual interest rate of 10%, was extended to April 2, 2024[28] - As of the reporting date, the borrower of Loan A has further repaid approximately 18,700,000 HKD, but the loan principal and remaining interest are still not fully repaid[30] - As of June 30, 2025, a cumulative provision of approximately 44,000 HKD has been made for Loan A[30] - Loan B, with a principal of 3,000,000 HKD and an annual interest rate of 10%, was repaid in full before its due date[31] Liquidity, Financial Resources, and Capital Structure As of June 30, 2025, the Group's cash and bank balances were approximately 3.5 million HKD, an increase of 1.4 million HKD from the end of 2024, primarily due to placing; net current assets increased to 13.1 million HKD, capital surplus increased to 54.1 million HKD, and the gearing ratio was zero Liquidity Position (As of June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Cash and Bank Balances | 3,500 | 2,100 | | Net Current Assets | 13,100 | 6,900 | | Capital Surplus | 54,100 | 36,800 | | Gearing Ratio | 0 | 0 | - The increase in cash and bank balances was primarily due to placing activities during the reporting period[32] Outlook Given Hong Kong's favorable policy environment and the continuous development of the Web3.0 industry, the Company will invest more resources in blockchain and Web3.0 technology application R&D, explore various business models including on-chain data analytics platforms and decentralized exchanges, and remains optimistic about the stablecoin market potential, while continuing to develop big data centers with a focus on the US data center, and may seek additional fundraising to expand its business - The Hong Kong government's release of the "Hong Kong Policy Statement on Developing Virtual Assets 2.0" and the effective "Stablecoin Ordinance" provide a favorable environment for Web3.0 and digital asset sectors[34] - The Company plans to develop an on-chain data analytics platform and multiple Web3.0 decentralized exchanges, with the on-chain data analytics platform expected to contribute revenue[35] - Through the acquisition of Rhino Trading, the Company gained licenses to provide digital currency trading and remittance services, strengthening its Web3.0 ecosystem[36] - The Company will continue to focus on developing big data centers, with a focus on the US data center, and ceased operations of the Hong Kong data center due to high operating costs[36] - The Company will explore investments and joint ventures to accelerate Web3.0 business development and may seek additional fundraising[37] Other Information This section outlines the Group's charges on assets, exchange rate risk, employees and remuneration policy, capital commitments, use of proceeds from placing, and significant events after the reporting period, including multiple placings of shares, signing a memorandum of understanding with South Pacific, and completing the acquisition of Rhino Trading Charges on the Group's Assets As of June 30, 2025, and December 31, 2024, no assets of the Group were pledged - As of June 30, 2025, and December 31, 2024, no assets of The Group were pledged[39] Exchange Rate Fluctuation Risk The Group's business activities are primarily denominated in HKD and USD, and due to minimal impact from foreign exchange risk, no hedging or other measures have been implemented - The Group's business activities are primarily denominated in HKD and USD, with minimal impact from foreign exchange risk, and no hedging measures implemented[40] Employees and Remuneration Policy As of June 30, 2025, the Group employed 36 employees, with employee benefit costs of approximately 27.3 million HKD, including share option payments of approximately 16.6 million HKD; the Company offers market-standard remuneration packages and other benefits Employees and Remuneration Information (As of June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees | 36 | 31 | | Employee Benefit Costs (thousand HKD) | 27,300 | 7,200 | | Of which Share Option Payments (thousand HKD) | 16,600 | - | Capital Commitments and Contingent Liabilities As of June 30, 2025, the Group had capital commitments of 3 million HKD for its Web3.0 business but no contingent liabilities Capital Commitments and Contingent Liabilities (As of June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Web3.0 Business Capital Commitments | 3,000 | 0 | | Contingent Liabilities | 0 | 0 | Use of Proceeds from Placing The first placing was completed on March 6, 2025, raising net proceeds of approximately 33.2 million HKD; funds originally intended for expanding the US data center were reallocated to Web3.0 business development and general working capital due to increased costs from the tariff war - The first placing raised net proceeds of approximately 33,228,000 HKD[43] Use of Net Proceeds from First Placing (As of June 30, 2025) | Purpose | Intended for (thousand HKD) | Reallocated (thousand HKD) | Utilized (thousand HKD) | Remaining (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Web3.0 Development and New Opportunities | 11,621 | 2,000 | (13,621) | – | | Expansion and Upgrade of Big Data Centers | 3,553 | (3,553) | – | – | | R&D | 6,508 | – | (5,189) | 1,319 | | General Working Capital | 11,546 | 1,553 | (10,945) | 2,154 | | Total | 33,228 | – | (29,755) | 3,473 | - Funds originally intended for expanding the US data center were reallocated to Web3.0 business and general working capital due to significantly increased costs from the tariff war[44] Events After the Reporting Period After the reporting period, the Company completed a second placing, raising net proceeds of approximately 54.4 million HKD, signed a memorandum of understanding with South Pacific to develop and launch a regulated stablecoin, and gained full control of an Australian licensed cryptocurrency exchange through the acquisition of Rhino Trading; the placing price and subscription price for the third placing and subscription agreement have also been revised - The second placing was completed on July 24, 2025, raising net proceeds of approximately 54,400,000 HKD[45] - A non-binding memorandum of understanding was signed with South Pacific Investment Limited to support its development and launch of a sovereign-regulated stablecoin[46] - Through the acquisition of 100% equity interest in Rhino Trading, The Group gained full control of an Australian licensed cryptocurrency exchange to strengthen Web3.0 synergies[47] - The placing price/subscription price for the third placing agreement and subscription agreement have been revised from 3.85 HKD to 3.10 HKD[48][49] Review Report on Interim Financial Information Review Report on Interim Financial Information UHY Mac & Co. has reviewed the Group's condensed consolidated financial information for the six months ended June 30, 2025, in accordance with Hong Kong Standard on Review Engagements 2410, and found no matters that cause them to believe the information was not prepared in accordance with Hong Kong Accounting Standard 34 - The Review Report was issued by UHY Mac & Co[54] - The scope of review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, which is less than an audit, thus no audit opinion is expressed[52] - The conclusion is that no matters were found that cause them to believe the interim financial information was not prepared in all material respects in accordance with Hong Kong Accounting Standard 34[53] Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group recorded a loss of 32.822 million HKD, a significant increase from the 2.898 million HKD loss in the same period last year, primarily impacted by decreased revenue and significantly increased R&D and administrative expenses Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Revenue | 25,894 | 30,258 | (4,364) | | Cost of Sales and Services Provided | (21,282) | (23,286) | 2,004 | | Gross Profit | 4,612 | 6,972 | (2,360) | | Other Income and Other Net Losses | 1,688 | (1) | 1,689 | | R&D Expenses | (12,856) | – | (12,856) | | Administrative Expenses | (25,657) | (14,291) | (11,366) | | Impairment Loss (Provision) Reversal under Expected Credit Loss Model | (233) | 4,767 | (5,000) | | Loss Before Tax | (32,806) | (2,910) | (29,896) | | Loss for the Period | (32,822) | (2,898) | (29,924) | | Basic and Diluted Loss Per Share (HK cents) | (5.30) | (0.53) | (4.77) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total net assets increased to 54.137 million HKD from 36.829 million HKD as of December 31, 2024, with growth in both non-current and current assets, and a significant improvement in net current assets Summary of Condensed Consolidated Statement of Financial Position (As of June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Non-current Assets | | | | | Property, Plant and Equipment | 17,025 | 17,001 | 24 | | Right-of-Use Assets | 7,856 | 9,783 | (1,927) | | Prepayments and Deposits | 17,810 | 6,766 | 11,044 | | Total Non-current Assets | 44,164 | 35,437 | 8,727 | | Current Assets | | | | | Loans and Interest Receivable | 17,129 | 20,855 | (3,726) | | Trade Receivables | 6,530 | 7,555 | (1,025) | | Cash and Cash Equivalents | 3,540 | 2,091 | 1,449 | | Total Current Assets | 36,057 | 33,982 | 2,075 | | Current Liabilities | | | | | Total Current Liabilities | 22,944 | 27,064 | (4,120) | | Net Current Assets | 13,113 | 6,918 | 6,195 | | Net Assets | 54,137 | 36,829 | 17,308 | | Total Equity | 54,137 | 36,829 | 17,308 | [Condensed Consolidated Statement of Changes in Equity](index=26&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%