Company Information This section provides an overview of the company's governance structure, board composition, and essential contact and registration details Board and Committee Composition The company's board comprises executive, non-executive, and independent non-executive directors, supported by audit, remuneration, and nomination committees to ensure robust corporate governance - Executive Directors include Lam Ka Ming (Chairman), Fong Po Kiu, and Wong Yee Ting4 - Independent Non-Executive Directors include Chu Chung Yee (Audit Committee Chairman), Cheng Tak Chung, and Ma Siu Shun (Remuneration Committee Chairman)4 Company Contact and Registration Information The company is registered in the Cayman Islands, with its principal place of business in Hong Kong, and is listed on the Hong Kong Stock Exchange under stock code 1362 - The company's registered office is in the Cayman Islands, with its principal place of business at Room 3118, 1 Hung To Road, Kwun Tong, Kowloon, Hong Kong4 - The company's stock code is 1362, and investor information is available at www.sismobile.com.hk[5](index=5&type=chunk) Chairman's Statement The Chairman's statement reviews business performance, outlines future strategies amidst market challenges, and expresses gratitude to stakeholders Business Review Despite a challenging consumer environment in Hong Kong's mobile phone sector, the company's turnover increased by 21% year-on-year, but significant pressure on gross profit margin led to a 36% decline in gross profit, resulting in a net loss of HKD 3,297,000 compared to a net profit of HKD 4,140,000 in the prior period - Turnover increased by 21% compared to the same period last year, demonstrating the company's ability to drive sales and maintain market share in a challenging consumer environment7 - Significant pressure on gross profit margin led to a 36% decline in gross profit7 Net Profit Comparison for the Period | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net Profit | Loss of 3,297,000 HKD | Profit of 4,140,000 HKD | Outlook Facing a continued sluggish consumer outlook in Hong Kong, intensified competition from Mainland brands, and shifting consumer behavior, the company is actively reviewing its cost structure, optimizing inventory management, and exploring new revenue streams and business models to address these challenges - Hong Kong's consumer outlook remains sluggish, primarily due to intense competition from Mainland brands and consumers' preference for value-oriented purchases and longer replacement cycles8 - The company is actively re-evaluating its cost structure, enhancing operational flexibility, and exploring new product categories or business models9 Acknowledgements The Chairman extends gratitude to employees, customers, business partners, and shareholders for their support, committing to continuous strategy adjustments to create shareholder value - The Chairman expresses gratitude to employees, customers, business partners, and shareholders for their continued support and trust10 - The company remains committed to creating value for shareholders and adapting strategies to market changes10 Condensed Consolidated Financial Statements This section presents the condensed consolidated financial statements, including the income statement, balance sheet, statement of changes in equity, and cash flow statement Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company's revenue increased by 20.6%, but a substantial rise in cost of sales led to a 35.8% decrease in gross profit, ultimately resulting in a loss of 3,297,000 HKD compared to a profit in the prior year 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) | | :--- | :--- | :--- | | Revenue | 567,357 | 470,383 | | Cost of Sales | (550,797) | (444,574) | | Gross Profit | 16,560 | 25,809 | | (Loss) Profit Before Tax | (3,199) | 5,449 | | (Loss) Profit for the Period | (3,297) | 4,140 | | (Loss) Earnings Per Share — Basic and Diluted (HK cents) | (1.18) | 1.47 | - The net loss for the period was 3,297,000 HKD, compared to a net profit of 4,140,000 HKD in the prior period13 - Basic and diluted loss per share was 1.18 HK cents, compared to a profit of 1.47 HK cents in the prior period13 Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets slightly increased, but net current assets and net assets both decreased, primarily due to increased inventories and a significant rise in trade payables Condensed Consolidated Statement of Financial Position (As at June 30) | Metric | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Non-current assets | 23,250 | 25,400 | | Current assets | 194,805 | 179,255 | | Current liabilities | 48,133 | 27,616 | | Net current assets | 146,672 | 151,639 | | Net assets | 166,907 | 170,980 | - Inventories increased from 15,231,000 HKD as of December 31, 2024, to 31,013,000 HKD as of June 30, 202514 - Trade payables, other payables, and accruals increased from 23,127,000 HKD as of December 31, 2024, to 40,815,000 HKD as of June 30, 202514 Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the total equity attributable to owners of the company decreased from 170,980,000 HKD at the beginning of the period to 166,907,000 HKD, primarily due to the loss for the period and dividend distribution Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Metric | June 30, 2025 (Thousand HKD) | June 30, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Total at beginning of period | 170,980 | 163,316 | | (Loss) Profit for the period | (3,297) | 4,140 | | Total comprehensive (loss) income | 127 | 5,206 | | Dividends recognised as distribution | (4,200) | (4,200) | | Total at end of period | 166,907 | 164,322 | - The company recorded a loss of 3,297,000 HKD for the period, compared to a profit of 4,140,000 HKD in the prior period15 - Dividends recognized as distribution for the period amounted to 4,200,000 HKD, consistent with the prior period15 Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the company generated net cash of 2,311,000 HKD from operating activities, a significant improvement from the net cash outflow in the prior period, with bank balances and cash increasing to 82,543,000 HKD at period-end Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Metric | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Net cash generated from (used in) operating activities | 2,311 | (22,483) | | Net cash generated from investing activities | 992 | 1,524 | | Net cash used in financing activities | (1,802) | (1,254) | | Net increase (decrease) in cash and cash equivalents | 1,501 | (22,213) | | Cash and cash equivalents at end of period | 82,543 | 88,285 | - Cash flow from operating activities improved from a net outflow of 22,483,000 HKD in the prior period to a net inflow of 2,311,000 HKD16 - Bank balances and cash at period-end amounted to 82,543,000 HKD, an increase from 81,042,000 HKD at the beginning of the year16 Notes to the Condensed Consolidated Financial Statements This section details the basis of preparation, accounting policies, segment reporting, tax, earnings per share, asset changes, and analyses of receivables, payables, share capital, and related party transactions Basis of Preparation and Accounting Policies The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the Hong Kong Stock Exchange Listing Rules, adopting the same accounting policies as the previous year, with no significant impact from newly applied standards this period - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited17 - The application of amendments to Hong Kong Financial Reporting Standards during the current period had no significant impact on the Group's financial position and performance in current and prior periods18 Segment Reporting and Revenue Recognition The Group primarily engages in the distribution and retail of mobile phones and related products in Hong Kong, with revenue mainly derived from the sale of goods, and no detailed segment reporting is presented due to a lack of separate financial information - The Group primarily engages in the distribution and retail of mobile phones and related products in Hong Kong19 - Revenue represents the net amounts received and receivable from the sale of goods generated from the distribution and retail of mobile phones and related products20 (Loss) Profit Before Tax and Income Tax Expense The loss before tax for the period was 3,199,000 HKD, primarily influenced by increased inventory costs and depreciation expenses, with an income tax expense of 98,000 HKD (Loss) Profit Before Tax Key Components | Metric | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | (Loss) Profit Before Tax | (3,199) | 5,449 | | Cost of inventories recognised as an expense | 550,797 | 444,574 | | Depreciation of right-of-use assets | 1,677 | 1,149 | | Interest income from bank deposits | (630) | (1,274) | Income Tax Expense | Metric | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Hong Kong Profits Tax | 98 | 1,309 | (Loss) Earnings Per Share and Dividends Basic and diluted loss per share for the period was 1.18 HK cents, and the directors do not recommend an interim dividend - Basic and diluted loss per share was 1.18 HK cents, compared to a profit of 1.47 HK cents in the prior period24 - For the six months ended June 30, 2025, the directors do not recommend the payment of an interim dividend25 Asset Changes and Investments Additions to property, plant and equipment decreased this period, while the total fair value of equity instruments at fair value through other comprehensive income increased by 24.2% Additions to Property, Plant and Equipment | Metric | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Additions | 38,000 | 75,000 | Equity Instruments at Fair Value Through Other Comprehensive Income | Metric | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Total | 17,541 | 14,117 | Analysis of Trade and Other Receivables and Payables As of June 30, 2025, total trade receivables amounted to 21,464,000 HKD, and total trade payables were 27,740,000 HKD, with a significant increase in trade payables due within 30 days Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Within 30 days | 15,181 | 19,254 | | Total Trade Receivables | 21,464 | 25,418 | Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Within 30 days | 21,726 | 5,806 | | Total Trade Payables | 27,740 | 11,785 | - Total trade payables significantly increased from 11,785,000 HKD as of December 31, 2024, to 27,740,000 HKD as of June 30, 20253031 Share Capital and Related Party Transactions The company's share capital remained unchanged, related party rental payments increased this period, and some lease contracts were terminated and restructured as short-term leases Share Capital Information | Metric | Number of Ordinary Shares | Par Value (Thousand HKD) | | :--- | :--- | :--- | | Authorised Share Capital | 500,000,000 | 50,000 | | Issued and Fully Paid Share Capital | 280,000,000 | 28,000 | Related Party Rental Payments | Metric | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Office and warehouse rental | 1,575,000 | 1,415,000 | - As of June 30, 2025, no right-of-use assets or lease liabilities were recognized as the relevant lease contracts were terminated and restructured as short-term leases at prevailing market rates32 Interim Dividend This section addresses the Board's recommendation regarding the interim dividend for the period Interim Dividend Recommendation The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The directors do not recommend the payment of an interim dividend for the six months ended June 30, 202533 Management Discussion and Analysis This section provides management's discussion and analysis of the company's liquidity, financial resources, employee information, capital expenditures, significant investments, and risk management strategies Liquidity and Financial Resources As of June 30, 2025, the Group maintained a current ratio of approximately 4.0 and a net cash surplus of 82,543,000 HKD, indicating a healthy liquidity position with no bank borrowings Liquidity Position | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | 218,055,000 HKD | - | | Total Equity | 166,907,000 HKD | - | | Total Liabilities | 51,148,000 HKD | - | | Current Ratio | Approx. 4.0 | Approx. 6.5 | | Bank Balances and Cash | 82,543,000 HKD | 81,042,000 HKD | - The Group's working capital requirements are primarily met by internal resources and short-term bank borrowings, but there were no bank borrowings as of June 30, 202534 Number of Employees and Remuneration As of June 30, 2025, the Group's employee count increased to 54, while salaries and other benefits expenses slightly decreased, maintaining a remuneration policy that includes discretionary bonuses based on performance appraisals Number of Employees and Remuneration | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Number of Employees | 54 | 51 | | Salaries and other benefits (excluding directors' emoluments) | 10,262,000 HKD | 10,886,000 HKD | - The employee remuneration policy remained largely unchanged from the previous year, with employees receiving discretionary bonuses based on performance appraisals, in addition to MPF contributions and medical insurance36 Capital Expenditure and Significant Investments Capital expenditure decreased this period, while long-term listed securities investments appreciated by 24%, generating a fair value gain of 3,424,000 HKD and dividend income of 400,000 HKD Capital Expenditure | Metric | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Additions to property, plant and equipment | 38,000 | 75,000 | - The Group's listed securities appreciated by 24% for the six months ended June 30, 2025, with a fair value gain of 3,424,000 HKD recognized in other comprehensive income38 Significant Investment Portfolio (As of June 30, 2025) | Share Name | Fair Value (Thousand HKD) | Percentage of Total Assets | Fair Value Gain Recognised in Investment Reserve for the Period (Thousand HKD) | | :--- | :--- | :--- | :--- | | Nutanix Inc. (NTNX.US) | $6,844 | 3.1% | $1,366 | | AIA Group Limited (1299.HK) | $1,760 | 0.8% | $352 | | China Construction Bank Corporation (939.HK) | $2,376 | 1.1% | $432 | | Hang Seng Bank Limited (11.HK) | $1,764 | 0.8% | $331 | | HSBC Holdings plc (5.HK) | $3,625 | 1.7% | $731 | | HKT Trust and HKT Limited (6823.HK) | $1,172 | 0.5% | $212 | | Total | $17,541 | 8.0% | $3,424 | Risk Management The Group anticipates no significant currency risk between USD and HKD, currently has no currency hedging policy, and holds no material contingent liabilities or guarantees - As the Hong Kong Dollar is pegged to the US Dollar, the Group's management anticipates no significant currency risk between the US Dollar and the Hong Kong Dollar40 - The Group currently has no currency hedging policy and holds no derivative financial instruments40 - As of June 30, 2025, the Group had no material contingent liabilities or guarantees41 Other Information This section provides additional information on directors' and major shareholders' interests, corporate governance practices, and transactions involving listed securities Directors' Interests in Shares As of June 30, 2025, several directors held interests in the shares of the company and its associated corporation, New Dragon International, with Chairman Lam Ka Ming holding 73.42% of the company's issued share capital Directors' Long Position in the Company's Ordinary Shares (As of June 30, 2025) | Director Name | Total Number of Issued Ordinary Shares Held | Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | | Lam Ka Ming | 205,587,371 | 73.42% | | Lim Wai Hoi | 2,211,314 | 0.79% | | Lim Yuk Lui | 158,000 | 0.06% | | Lim Yi | 64,000 | 0.02% | Directors' Long Position in New Dragon International's Ordinary Shares (As of June 30, 2025) | Director Name | Total Number of Issued Ordinary Shares Held | Percentage of New Dragon International's Issued Share Capital | | :--- | :--- | :--- | | Lam Ka Ming | 184,827,200 | 66.49% | | Lim Wai Hoi | 9,296,358 | 3.34% | | Chu Chung Yee | 1,662,000 | 0.60% | - As of June 30, 2025, all share options held by directors and their associates in New Dragon International had lapsed47 Major Shareholders As of June 30, 2025, Summertown Ltd, Gold Sceptre Limited, and New Dragon International Group Limited were the company's major shareholders, with Summertown Ltd holding 72.72% of the shares Major Shareholders' Long Position in the Company's Ordinary Shares (As of June 30, 2025) | Name of Shareholder | Total Number of Issued Ordinary Shares Held | Approximate Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | | Summertown Ltd | 203,607,467 | 72.72% | | Gold Sceptre Limited | 191,357,867 | 68.34% | | New Dragon International Group Limited | 146,442,667 | 52.30% | | Lim Lik Xian and Lim Lik Shi (executors of the estate of the late Lim Ka Fung) | 205,454,221 | 73.38% | - New Dragon International is approximately 50.5% owned by Gold Sceptre Limited50 Corporate Governance and Compliance The company has complied with the Corporate Governance Code set out in Appendix C1 and the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Hong Kong Stock Exchange Listing Rules, and the Audit Committee has reviewed the financial statements for this period - The company has complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules52 - All directors have confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules53 - The Audit Committee has reviewed the company's condensed consolidated financial statements for the six months ended June 30, 202554 Dealings in Listed Securities During the period ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the period ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities55
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