升柏控股(02340) - 2025 - 中期财报

Management Discussion and Analysis Financial Overview The Group's revenue increased by 30.9% to HKD 62.2 million, but operating expenses surged by 107.6% (driven by arbitration costs and bad debt provisions), leading to a 115.2% expansion in loss for the period to HKD 22.6 million, with a slight decrease in gross margin and significant growth in other income and gains or losses 2025 First Half Financial Overview (HKD million) | Indicator | 2025 First Half | 2024 First Half | Change Amount | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Revenue | 62.2 | 47.5 | 14.7 | ↑30.9% | | Gross Profit | 9.6 | 7.9 | 1.7 | ↑21.5% | | Gross Margin | 15.4% | 16.6% | - | ↓1.2% | | Operating Expenses | (41.1) | (19.8) | (21.3) | ↑107.6% | | Operating Loss | (31.5) | (11.9) | (19.6) | ↑164.7% | | Other Income and Gains or Losses | 8.9 | 1.4 | 7.5 | ↑535.7% | | Loss for the Period | (22.6) | (10.5) | (12.1) | ↑115.2% | | Basic and Diluted Loss Per Share (HK cents) | (4.1) | (2.0) | (2.1) | ↑105.0% | - Gross margin decreased by 1.2 percentage points to 15.4%, primarily due to intensified market competition compressing profit levels[9][11] - Operating expenses significantly increased by 107.6% to HKD 41.1 million, mainly due to substantial fees from arbitration cases and legal proceedings for completed projects, as well as large provisions for bad debts and expected credit losses due to deteriorating business conditions in Hong Kong[9][11] - Other income and gains or losses grew by 535.7% to HKD 8.9 million, primarily driven by interest income from restricted cash pledged for performance bonds and fair value gains on financial assets[9][11] Business Review and Prospects The Group's main businesses are Interior Decoration and Special Projects Business (ISP Business) and Property and Facilities Management Business in China (PFM China Business); ISP Business revenue grew significantly but loss expanded due to litigation costs and bad debt provisions, while PFM China Business revenue declined and turned to loss due to contract expiry, with the Group planning cost control, client cooperation, service diversification, and prudent bidding to address market challenges - The Group's two main business segments are Interior Decoration and Special Projects Business (ISP Business) and Property and Facilities Management Business in China (PFM China Business)[13][14] Business Overview The Group primarily operates two major business segments: Interior Decoration and Special Projects Business (ISP Business) and Property and Facilities Management Business in China (PFM China Business) - ISP Business and PFM China Business are the Group's two major business segments[13][14] Business Results ISP Business revenue increased by 36.7% to HKD 60.0 million, but operating loss expanded by 201.1% to HKD 28.0 million; PFM China Business revenue decreased by 40.5% to HKD 2.2 million and shifted from profit to loss 2025 First Half Segment Results (HKD million) | Indicator | ISP Business (2025) | ISP Business (2024) | Change % | PFM China Business (2025) | PFM China Business (2024) | Change % | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 60.0 | 43.9 | ↑36.7% | 2.2 | 3.7 | ↓40.5% | | Gross Profit | 7.8 | 5.4 | ↑44.4% | 1.8 | 2.5 | ↓28.0% | | Operating Expenses | (35.8) | (14.7) | ↑143.5% | (2.1) | (2.3) | ↓8.7% | | Operating (Loss) / Profit | (28.0) | (9.3) | ↑201.1% | (0.3) | 0.2 | ↓250.0% | | (Loss) / Profit for the Period | (27.9) | (9.0) | ↑210.0% | (0.3) | 0.3 | ↓200.0% | Interior Decoration and Special Projects Business As the Group's primary revenue source, ISP Business revenue grew by 36.7% to HKD 60.0 million and gross profit by 44.4% to HKD 7.8 million, but operating expenses surged by 143.5% due to arbitration and bad debt provisions, resulting in a net loss of HKD 27.9 million, with future plans to focus on luxury and high-end renovation projects and hotel sector expansion - ISP Business is the Group's primary revenue source, contributing over 90% of revenue in recent years, having completed over 266 projects with a cumulative contract value exceeding HKD 9.3 billion as of June 30, 2025[17][18] - During the reporting period, ISP Business revenue increased by 36.7% to HKD 60.0 million, and gross profit grew by 44.4% to HKD 7.8 million, reflecting improved operational efficiency[22][24] - Operating expenses surged by 143.5% to HKD 35.8 million, primarily due to arbitration hearing fees for completed projects, preparation fees for ongoing litigation, and provisions for bad debts and expected credit losses arising from increased credit risk due to deteriorating business conditions in Hong Kong[23][25] - In the reporting period, ISP Business secured new contracts totaling over HKD 85.0 million, including a residential development project in Chung Ha Road, commercial and residential unit renovation projects, and hoarding, demolition, addition, and alteration works for a school in Causeway Bay[20][21] - As of the reporting date, ISP Business has submitted tenders for projects with a total contract value of approximately HKD 600.0 million awaiting approval; as of June 30, 2025, the total outstanding contract value was approximately HKD 173.3 million, expected to be recognized as revenue within the next two years[20][21] - In the future, ISP Business will focus on luxury residential development and high-end renovation projects, seek expansion projects from existing clients, and diversify into hotel renovation opportunities[27][29] Property and Facilities Management Business in China PFM China Business faced economic uncertainty and intensified market competition in the first half of 2025, with revenue declining by 40.5% to HKD 2.2 million and shifting to a net loss of HKD 0.3 million due to the expiry of a large commercial property management contract in Shanghai, prompting the Group to maintain a conservative organizational structure, diversify services, and actively seek new business for sustainable growth - PFM China Business revenue decreased by 40.5% to HKD 2.2 million, and gross profit decreased by 28.0% to HKD 1.8 million, primarily due to the expiry of a large commercial property management contract in Shanghai[31][33] - PFM China Business shifted from a net profit of HKD 0.3 million in the same period last year to a net loss of HKD 0.3 million[31][33] - A new residential property management contract was secured after the reporting period, indicating an improving trend in client acquisition[32][34] - The Group will maintain a conservative organizational structure, enhance business resilience and competitiveness through service diversification, and actively seek new alternative businesses to expand revenue streams[32][34] Outlook of the Group The Group anticipates continued economic challenges in the local market, including suppressed investment sentiment and declining market demand, which will negatively impact the ISP business, but remains optimistic about long-term prospects, aiming for sustainable growth and shareholder value creation through project diversification, robust liquidity, and leveraging its track record and professional team - The Group anticipates the local market will continue to face economic challenges, including cautious sentiment from potential business partners and property owners, escalating global inflationary pressures, and financial constraints on major developers[36][37] - The Group will diversify its project portfolio, focusing on luxury residential development and renovation, commercial properties, and local residential projects, while maintaining robust liquidity to support potential large-scale projects[36][37] - The Group remains optimistic about its long-term prospects, expecting to maintain solid financial performance, achieve sustainable growth, and continue creating value for shareholders in the coming years[38] Financial Position and Financial Risk Management As of June 30, 2025, the Group had no outstanding bank loans, with funding primarily from retained earnings and internal cash flow, and plans to use existing cash and cash equivalents to strengthen its competitive advantage, purchase performance bonds, and cover upfront project costs for bidding on larger projects, while adopting a prudent financial risk management approach with minimal foreign exchange risk and no significant investments, capital commitments, or contingent liabilities (except for disclosed litigation cases) - As of June 30, 2025, the Group had no outstanding bank loans, with funding primarily supported by retained earnings from operating activities and internal cash flow[40][42] - The Group plans to utilize existing cash and cash equivalents to purchase performance bonds and cover upfront project costs, aiming to bid for more large-scale projects, increase winning rates, and facilitate ISP business expansion[41][42] 2025 First Half Financial Position (HKD thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | 285,217 | 297,556 | | Current Assets | 283,052 | 295,659 | | Current Liabilities | 146,683 | 146,813 | | Net Assets | 138,061 | 150,306 | | Net Assets Per Share (HK cents) | 19.2 | 29.8 | | Current Ratio | 1.9 | 2.0 | - The Group's foreign exchange risk is minimal, and as of June 30, 2025, and the reporting date, there were no significant investments, capital commitments, or contingent liabilities, except for a writ of summons related to the Yuen Long factory development project[45][46][51] Cash Management The Group employs a centralized cash management system, primarily placing cash balances exceeding immediate operational needs into short-term deposits with licensed banks in Hong Kong - The Group employs a centralized cash management system, with surplus cash primarily placed in short-term deposits with licensed banks in Hong Kong[47][52] Human Resources As of June 30, 2025, the Group employed 240 staff (including directors), a decrease from 316 as of December 31, 2024, and continues to prioritize strategic workforce management, maintaining a lean and flexible staff structure, launching wellness programs to support employee well-being and work-life balance, and investing in competitive compensation and benefits and employee development to retain top talent and enhance service quality - As of June 30, 2025, the Group employed 240 staff, a decrease from 316 as of December 31, 2024[48][53] - The Group prioritizes strategic workforce management, maintaining a lean and flexible staff structure, and has launched wellness programs to support employee well-being and work-life balance[49][54] - The Group continuously invests in competitive compensation and benefits and employee development to attract and retain high-caliber professionals and enhance service quality[49][54] Interim Dividend The Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board of Directors resolved not to declare an interim dividend for the first half of 2025 (2024: nil)[50][55] Report on Review of Interim Condensed Consolidated Financial Statements Introduction This section presents the independent auditor's review report on the unaudited interim condensed consolidated financial statements of ISP Holdings Limited and its subsidiaries for the six months ended June 30, 2025, clarifying the basis of preparation (HKAS 34) and the responsibilities of directors and auditors - The report is a review of the unaudited interim condensed consolidated financial statements of ISP Holdings Limited and its subsidiaries for the six months ended June 30, 2025[56][57] - The financial statements are prepared in accordance with HKAS 34, with directors responsible for preparation and presentation, and the auditor responsible for expressing a review conclusion[56][57] Scope of Review The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, primarily through inquiries and analytical procedures, with a scope significantly narrower than an audit, thus no audit opinion is expressed - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, primarily involving inquiries and analytical procedures[58][60] - The scope of the review is narrower than an audit, therefore no audit opinion is expressed[58][60] Conclusion Based on the review, the auditor found no matters that cause them to believe the interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with HKAS 34 - The auditor found no matters indicating that the interim condensed consolidated financial statements are not prepared in all material respects in accordance with HKAS 34[59][61] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's unaudited consolidated profit or loss and other comprehensive income for the six months ended June 30, 2025, showing a loss for the period of HKD 22.6 million, a significant increase from the HKD 10.5 million loss in the prior year Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Revenue | 62,243 | 47,547 | | Cost of Sales and Services | (52,682) | (39,658) | | Gross Profit | 9,561 | 7,889 | | Other Income and Gains or Losses | 8,887 | 1,380 | | General and Administrative Expenses | (37,118) | (20,839) | | Interest Expenses | (27) | (34) | | Impairment Loss (Provision) / Reversal, Net on Receivables and Contract Assets | (3,936) | 1,112 | | Loss Before Taxation | (22,633) | (10,492) | | Taxation | (2) | 3 | | Loss for the Period | (22,635) | (10,489) | | Total Comprehensive Loss for the Period Attributable to Equity Holders of the Company | (22,210) | (10,691) | | Basic and Diluted Loss Per Share (HK cents) | (4.1) | (2.0) | Condensed Consolidated Statement of Financial Position This statement presents the Group's unaudited condensed consolidated financial position as of June 30, 2025, showing total assets of HKD 285.2 million, net current assets of HKD 136.4 million, and net assets of HKD 138.1 million, a decrease from the end of 2024 Condensed Consolidated Statement of Financial Position (HKD thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Non-Current Assets | 2,165 | 1,897 | | Total Current Assets | 283,052 | 295,659 | | Total Current Liabilities | 146,683 | 146,813 | | Total Non-Current Liabilities | 473 | 437 | | Net Assets | 138,061 | 150,306 | | Share Capital | 7,173 | 50,486 | | Reserves | 130,888 | 99,820 | | Total Equity | 138,061 | 150,306 | - As of June 30, 2025, net assets were HKD 138.1 million, a decrease from HKD 150.3 million as of December 31, 2024[65] Condensed Consolidated Statement of Changes in Equity This statement presents the Group's unaudited condensed consolidated statement of changes in equity for the six months ended June 30, 2025, showing total equity of HKD 138.1 million at period-end, a reduction from HKD 150.3 million at the beginning of the period, primarily due to loss for the period and share capital reorganization, though a rights issue increased share capital Condensed Consolidated Statement of Changes in Equity (HKD thousand) | Indicator | January 1, 2025 (Audited) | Loss for the Period | Other Comprehensive Income | Capital Reduction | New Shares Issued from Rights Issue (Net of Transaction Costs) | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Share Capital | 50,486 | – | – | (45,437) | 2,124 | 7,173 | | Share Premium | – | – | – | – | 7,841 | 7,841 | | Capital Reduction Reserve | – | – | – | 45,437 | – | 45,437 | | Merger Reserve | 1,513 | – | – | – | – | 1,513 | | Exchange Reserve | (3,566) | – | 425 | – | – | (3,141) | | Retained Profits | 101,873 | (22,635) | – | – | – | 79,238 | | Total Equity | 150,306 | (22,635) | 425 | – | 9,965 | 138,061 | - As of June 30, 2025, total equity was HKD 138.1 million, a decrease from HKD 150.3 million as of January 1, 2025[66] - Share capital reorganization (including capital reduction and share split) and the rights issue of new shares impacted the share capital structure[66][130][138] Condensed Consolidated Statement of Cash Flows This statement presents the Group's unaudited condensed consolidated cash flows for the six months ended June 30, 2025, showing net cash used in operating activities of HKD 22.6 million, net cash generated from investing activities of HKD 12.3 million, and net cash generated from financing activities of HKD 9.0 million, resulting in a net decrease in cash and cash equivalents of HKD 1.3 million Condensed Consolidated Statement of Cash Flows (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (22,624) | (21,947) | | Net Cash Generated From / (Used In) Investing Activities | 12,300 | (3,407) | | Net Cash Generated From / (Used In) Financing Activities | 9,035 | (936) | | Net Decrease in Cash and Cash Equivalents | (1,289) | (26,290) | | Cash and Cash Equivalents at End of Period | 20,620 | 41,488 | - Net cash used in operating activities was HKD 22.6 million, primarily due to operating losses[68] - Net cash generated from investing activities was HKD 12.3 million, mainly from proceeds of HKD 11.87 million from the disposal of financial assets at fair value through profit or loss[68] - Net cash generated from financing activities was HKD 9.0 million, primarily from proceeds of HKD 10.83 million from the rights issue of new shares[68] Notes to the Interim Condensed Consolidated Financial Statements General Information ISP Holdings Limited was incorporated in Bermuda on August 4, 2003, and listed on the Hong Kong Stock Exchange on October 9, 2003, with its principal businesses being interior decoration and special projects in Hong Kong (ISP Business) and property and facilities management in China (PFM China Business) - ISP Holdings Limited was incorporated in Bermuda on August 4, 2003, and listed on the Hong Kong Stock Exchange on October 9, 2003[69][73] - The Group's principal businesses are interior decoration and special projects in Hong Kong and property and facilities management in China[70][73] Basis of Preparation The interim condensed consolidated financial statements are prepared in accordance with HKAS 34 and have adopted the revised HKAS 21 (Lack of Exchangeability) for the first time, which is not expected to have a material impact on the Group's financial statements, with the Group maintaining prudent liquidity risk management and regularly monitoring its financial position - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and relevant disclosure requirements of the Listing Rules of the Stock Exchange[71][74] - The revised Hong Kong Accounting Standard 21 "Lack of Exchangeability" was adopted for the first time and is not expected to have a material impact on the Group's condensed consolidated financial statements[72][74][75][76] - The Group adopts prudent liquidity risk management, including maintaining adequate bank balances and cash, and regularly monitors its financial position, capital structure, and working capital levels[78][80] Critical Accounting Estimates and Judgements The preparation of the interim condensed consolidated financial statements requires management to make judgments, estimates, and assumptions, which are consistent with those applied in the consolidated financial statements for the year ended December 31, 2024 - The preparation of financial statements involves management making judgments, estimates, and assumptions, with the primary sources consistent with those applied in the 2024 annual report[81][82][84] Segment Information The Group's reportable operating segments include Interior Decoration and Special Projects Business (ISP Business) and Property and Facilities Management Business in China (PFM China Business), whose results are regularly reported to the Executive Committee - The Group's reportable operating segments are ISP Business and PFM China Business, whose results are regularly reported to the Executive Committee[83][85][86] 2025 First Half Segment Results (HKD thousand) | Indicator | ISP Business | PFM China Business | Subtotal | Administrative Expenses | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 60,065 | 2,178 | 62,243 | – | 62,243 | | Gross Profit | 7,804 | 1,757 | 9,561 | – | 9,561 | | Operating Expenses | (35,788) | (2,045) | (37,833) | (3,221) | (41,054) | | (Loss) / Profit Before Taxation | (27,878) | (361) | (28,239) | 5,606 | (22,633) | Other Income and Gains or Losses During the reporting period, the Group's other income and gains or losses significantly increased to HKD 8.9 million (from HKD 1.4 million in the same period of 2024), primarily driven by bank interest income and fair value changes of financial assets at fair value through profit or loss Other Income and Gains or Losses (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Other Income | 74 | 245 | | Bank Interest Income | 4,920 | 952 | | Dividend Income | 465 | 358 | | Fair Value Changes of Financial Assets at Fair Value Through Profit or Loss | 3,543 | (229) | | Exchange (Loss) / Gain | (115) | 54 | | Total | 8,887 | 1,380 | - Bank interest income increased from HKD 952 thousand to HKD 4,920 thousand, and fair value changes of financial assets at fair value through profit or loss shifted from a loss of HKD 229 thousand to a gain of HKD 3,543 thousand[91] Interest Expenses During the reporting period, the Group's interest expenses primarily consisted of interest expenses on lease liabilities, amounting to HKD 27 thousand, a slight decrease from HKD 34 thousand in the prior year Interest Expenses (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Interest Expenses on Lease Liabilities | 27 | 34 | Loss Before Taxation During the reporting period, the Group's loss before taxation was HKD 22.6 million, primarily impacted by staff costs, depreciation, and a significant increase in professional and legal fees (HKD 22.4 million, compared to HKD 7.6 million in the prior year) Loss Before Taxation Components (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Staff Costs (including Directors' Emoluments) | 21,140 | 22,428 | | Depreciation of Property, Plant and Equipment | 1,081 | 1,095 | | Professional and Legal Fees Included in General and Administrative Expenses | 22,398 | 7,570 | - Professional and legal fees significantly increased from HKD 7.6 million to HKD 22.4 million, being one of the main factors contributing to the expanded loss before taxation[94] Taxation Hong Kong profits tax is provided at a rate of 16.5%, and overseas profits are calculated at local tax rates, with taxation for the reporting period being HKD 2 thousand in deferred tax, compared to a deferred tax reversal of HKD 3 thousand in the prior year - Hong Kong profits tax is provided at a rate of 16.5%, and overseas profits are calculated at local tax rates[95][96] Taxation (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Deferred Tax | 2 | (3) | Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share was 4.1 HK cents, an increase from 2.0 HK cents in the prior year, with diluted loss per share being the same as basic loss per share due to the anti-dilutive effect of convertible preference shares Loss Per Share (HK cents) | Indicator | 2025 First Half | 2024 First Half (Restated) | | :--- | :--- | :--- | | Loss for the Period Attributable to Ordinary Equity Holders (HKD thousand) | (22,635) | (10,489) | | Weighted Average Number of Ordinary Shares in Issue (thousand shares) | 557,020 | 532,770 | | Basic Loss Per Share (HK cents) | (4.1) | (2.0) | - Diluted loss per share is the same as basic loss per share because the conversion of convertible preference shares has an anti-dilutive effect[101] Dividend The Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board of Directors resolved not to declare an interim dividend for the first half of 2025 (2024: nil)[102][103] Property, Plant and Equipment For the six months ended June 30, 2025, the Group recognized approximately HKD 1.343 million in property, plant and equipment (including right-of-use assets) due to new lease agreements - The Group recognized approximately HKD 1.343 million in property, plant and equipment (including right-of-use assets) due to new lease agreements[104][105] Restricted Cash Deposits As of June 30, 2025, restricted cash deposits amounted to HKD 67.3 million, an increase from HKD 62.6 million at the end of 2024, with these deposits used to settle potential future court case claims related to a custodian and generating HKD 4.687 million in interest income during the reporting period Restricted Cash Deposits (HKD thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Restricted Cash Deposits | 67,307 | 62,620 | - Restricted cash deposits are used to settle potential future court case claims related to a custodian and generated HKD 4.687 million in interest income during the reporting period[107][109] Accounts and Other Receivables and Retention Receivables As of June 30, 2025, total accounts and other receivables and retention receivables amounted to HKD 86.8 million, a slight decrease from HKD 89.0 million at the end of 2024, with accounts receivable aged over 90 days totaling HKD 24.2 million, and the Group having made impairment provisions for accounts and retention receivables Accounts and Other Receivables and Retention Receivables (HKD thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Accounts Receivable (0-30 days) | 14,073 | 14,000 | | Accounts Receivable (Over 90 days) | 24,183 | 27,058 | | Total Accounts Receivable | 38,437 | 41,663 | | Other Receivables | 10,836 | 10,828 | | Impairment of Accounts and Other Receivables | (4,249) | (4,086) | | Retention Receivables | 42,373 | 40,786 | | Impairment of Retention Receivables | (598) | (146) | | Total | 86,799 | 89,045 | - The Group's credit period for accounts receivable is generally 30 to 60 days, with most denominated in HKD[111] - Approximately HKD 4.869 million of retention receivables as of June 30, 2025, are expected to be recovered more than 12 months after the reporting period[113] Financial Assets at Fair Value Through Profit or Loss As of June 30, 2025, financial assets at fair value through profit or loss amounted to HKD 17.7 million, a decrease from HKD 26.0 million at the end of 2024, primarily consisting of Hong Kong-listed equity securities measured at active market quotes (Level 1) Financial Assets at Fair Value Through Profit or Loss (HKD thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Hong Kong Listed Equity Securities | 17,690 | 26,017 | - Listed equity securities are classified as current assets because management expects them to be realized within twelve months after the reporting period[117] - The fair value of financial assets is measured using Level 1 (quoted prices in active markets)[120][123] Payables and Accruals As of June 30, 2025, total payables and accruals amounted to HKD 143.1 million, largely consistent with HKD 142.4 million at the end of 2024, with accounts payable aged over 90 days totaling HKD 31.7 million Payables and Accruals (HKD thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Accounts Payable (0-30 days) | 32,754 | 43,022 | | Accounts Payable (Over 90 days) | 31,680 | 21,000 | | Total Accounts Payable | 79,448 | 75,825 | | Retention Payables, Other Payables and Accruals | 63,606 | 66,619 | | Total | 143,054 | 142,444 | - The Group's credit period for accounts payable is generally 30 to 60 days[125] Share Capital As of June 30, 2025, the Group's issued share capital was HKD 7.173 million, a significant decrease from HKD 50.486 million as of January 1, 2025, primarily due to a share capital reorganization (including capital reduction and share split) completed on April 9, 2025, and a rights issue of new shares completed on May 20, 2025, after which the conversion price of convertible preference shares was adjusted from HKD 0.75 to HKD 0.57 per ordinary share Issued and Fully Paid Share Capital (HKD thousand) | Indicator | June 30, 2025 | January 1, 2025 | | :--- | :--- | :--- | | Ordinary Shares | 6,373 | 42,486 | | Convertible Preference Shares | 800 | 8,000 | | Total | 7,173 | 50,486 | - A share capital reorganization was completed on April 9, 2025, including the cancellation of paid-up share capital at HKD 0.09 per share, reducing the par value of ordinary and preference shares from HKD 0.1 to HKD 0.01, and a share split[130][132][133][135][136][137] - A rights issue was completed on May 20, 2025, issuing 212,425,000 new ordinary shares at a subscription price of HKD 0.051 per share[138] - Following the rights issue, the conversion price of convertible preference shares was adjusted from HKD 0.75 to HKD 0.57 per ordinary share[139] - The Group maintained the public float of at least 25% as required by the Listing Rules of the Stock Exchange during the reporting period[139][142] Litigation The Group is involved in two major litigations: an arbitration case where the employer of the Yuen Long factory development project claims approximately HKD 54.4 million from ISP Construction (Engineering) Limited, with hearings completed in the first half of 2025; and a lawsuit where ISPCE claims approximately HKD 98.5 million from ATAL Engineering Limited, with hearings scheduled to commence in the third quarter of 2025, and directors believe it is too early to predict the outcome and the possibility of resource outflow is remote, thus no provision has been recognized - The Group is involved in an arbitration case where the employer of the Yuen Long factory development project claims approximately HKD 54.4 million, with hearings completed in the first half of 2025[141][143] - The Group's subsidiary, ISPCE, is suing ATAL Engineering Limited for approximately HKD 98.5 million, with hearings scheduled to commence in the third quarter of 2025[144][146] - Directors believe it is too early to predict the outcome of the litigation, and the possibility of resource outflow is remote, thus no provision has been recognized or contingent liability disclosed[145][146] Related Party Transactions During the reporting period, the Group's key management personnel compensation totaled HKD 3.52 million, and it engaged in related party transactions, including service fee payments and contract work income, with companies controlled by common controlling shareholders and a director Key Management Personnel Compensation (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Salaries, Allowances and Benefits in Kind | 3,441 | 2,235 | | Pension - Defined Contribution Plans | 79 | 68 | | Total | 3,520 | 2,303 | Related Party Transactions (HKD thousand) | Transaction Type | Related Party | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | :--- | | Payment for Services | Company of Common Controlling Shareholder | (528) | (2) | | Payment for Services | Company Controlled by a Director | (283) | (143) | | Contract Work Income | Company of Common Controlling Shareholder | 867 | 870 | Events After the Reporting Period No events with significant impact on the company's financial position occurred after the reporting period - No events with significant impact on the company's financial position occurred after the reporting period[151] Other Information Directors' and Chief Executive's Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company and Its Associated Corporations As of June 30, 2025, Director Leung Yuet Ngor held 298,651 ordinary shares of the Company, representing 0.05% of the total issued ordinary shares, with no other directors or chief executive holding disclosable share interests or short positions Directors' Long Positions in Company Shares (Ordinary Shares) | Director Name | Capacity | Number of Ordinary Shares Held | Approximate Percentage of Total Issued Ordinary Shares | | :--- | :--- | :--- | :--- | | Leung Yuet Ngor | Beneficial Owner | 298,651 | 0.05% | - As of June 30, 2025, no other directors or chief executive, apart from Leung Yuet Ngor, held disclosable share interests or short positions[155][156] Substantial Shareholders' Interests and Short Positions in the Shares and Underlying Shares of the Company As of June 30, 2025, substantial shareholder Li Yuet Wah (through her wholly-owned Champ Key Holdings Limited) held 338,277,949 ordinary shares, representing 53.08% of the total issued ordinary shares, and 80,000,000 convertible preference shares, representing 100% of the total issued convertible preference shares Substantial Shareholders' Long Positions in Company Shares (Ordinary Shares) | Shareholder Name | Capacity | Number of Ordinary Shares Held | Approximate Percentage of Total Issued Ordinary Shares | | :--- | :--- | :--- | :--- | | Li Yuet Wah | Interest in Controlled Corporation | 338,277,949 | 53.08% | | Champ Key Holdings Limited | Beneficial Owner | 338,277,949 | 53.08% | Substantial Shareholders' Long Positions in Company Shares (Convertible Preference Shares) | Shareholder Name | Capacity | Number of Convertible Preference Shares Held | Percentage of Total Issued Convertible Preference Shares | | :--- | :--- | :--- | :--- | | Li Yuet Wah | Interest in Controlled Corporation | 80,000,000 | 100% | | Champ Key Holdings Limited | Beneficial Owner | 80,000,000 | 100% | - Champ Key Holdings Limited is wholly owned by Li Yuet Wah and is deemed to be a controlled corporation of Li Yuet Wah under the Securities and Futures Ordinance[160][161] Purchase, Sale or Redemption of the Company's Listed Securities During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and as of June 30, 2025, the Company held no treasury shares - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[164][168] - As of June 30, 2025, the Company held no treasury shares[164][168] Subsequent Event After the Reporting Period No events with significant impact on the company's financial position occurred after the reporting period - No events with significant impact on the company's financial position occurred after the reporting period[165][169] Review of Interim Results The Group's unaudited interim results have been reviewed by the Company's Audit Committee and external auditor BDO Limited in accordance with Hong Kong Standard on Review Engagements 2410 - The Group's interim results have been reviewed by the Company's Audit Committee and external auditor BDO Limited[166][170] - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410[166][170] Compliance with the Model Code for Securities Transactions by Directors The Board has adopted the Model Code as the standard for directors' securities transactions, and all directors confirmed compliance with the code during the reporting period - The Board has adopted the Model Code as the standard for directors' securities transactions[167][171] - All directors confirmed compliance with the Model Code during the reporting period[167][171] Changes in Directors' Information Since the publication date of the 2024 Annual Report, Mr. Lam Chun Kit was appointed as an Executive Director of New Mining Resources Limited on July 1, 2025, and Mr. To Chun Wai resigned as an Independent Non-Executive Director of Nova Group Holdings Limited on August 8, 2025 - Mr. Lam Chun Kit was appointed as an Executive Director of New Mining Resources Limited on July 1, 2025[172][175] - Mr. To Chun Wai resigned as an Independent Non-Executive Director of Nova Group Holdings Limited on August 8, 2025[173][176] Compliance with Corporate Governance Code During the reporting period, the Company complied with all code provisions set out in Appendix C1 of the Listing Rules, the Corporate Governance Code - The Company complied with all code provisions of Appendix C1 of the Listing Rules, the Corporate Governance Code, during the reporting period[174][177] Corporate Information This section provides the company's basic corporate information, including board members, company secretary, auditor, principal bankers, registered office, principal place of business in Hong Kong, share registrar, stock code, board lot size, website, and email address - The Board of Directors includes Executive Directors Chu Chun Ho (Chairman) and Leung Yuet Ngor, Non-Executive Director Lam Chun Kit, and Independent Non-Executive Directors Lau Man Tak, Li Hon Man, and To Chun Wai[178] - The Company Secretary is Chan Kwong Leung, and the auditor is BDO Limited, Hong Kong[178] - The Company's stock code is 02340, and the board lot size is 4,000 shares[178]