信越控股(06038) - 2025 - 中期财报

Company Information This section provides an overview of the company's governance structure, including board members and committees, along with essential corporate details Board of Directors and Committees This section lists the company's board members, the composition and chairpersons of various committees (audit, nomination, remuneration, risk management), and joint company secretaries and authorized representatives - The Board of Directors includes Executive Directors Mr. Li Chi Hung (Chairman and Chief Executive Officer) and Ms. Lam Suk Yee, Non-executive Director Mr. Leung Ping Kwun, and Independent Non-executive Directors Mr. Tai Kwok Leung, Mr. Kwan Cheuk Kuen, and Dr. Liu Yuk Shing[4] - The Audit Committee is chaired by Mr. Tai Kwok Leung, the Nomination Committee by Mr. Li Chi Hung, the Remuneration Committee by Mr. Kwan Cheuk Kuen, and the Risk Management Committee by Mr. Li Chi Hung[4] Company Basic Information This section provides essential company information, including its registered office, headquarters and principal place of business in Hong Kong, Hong Kong share registrar, auditor, principal bankers, company website, and stock code - The company's auditor is BDO Limited, Hong Kong[5] - The company's principal bankers are Bank of China (Hong Kong) Limited and The Hongkong and Shanghai Banking Corporation Limited[5] - The company's stock code is 6038[5] Management Discussion and Analysis This section provides a comprehensive review of the group's business operations, financial performance, liquidity, and governance, along with future outlook and key corporate disclosures Business Review The Group, with 30 years of history in Hong Kong, primarily offers one-stop design, build, and maintenance solutions for platform facades and curtain wall projects, navigating a challenging operating environment marked by a weak property market and increased competition - The Group's core business is the design, construction, and maintenance services for platform facades and curtain wall projects in Hong Kong[7] - The market environment faces challenges including a weak property market, uncertain economic outlook, fewer projects, increased client price sensitivity, and intensified industry competition[7] - Legal counsel has been engaged to recover the deposit for the acquisition of Mongolian coal mining rights, which was fully impaired last year, with no further adverse impact anticipated[7] Outlook As of June 30, 2025, the Group's order book stands at approximately HK$132.5 million, with additional contracts awarded and bids pending post-period end Overview of Projects on Hand as of June 30, 2025 | Project Type | Location | Expected Completion Date | Estimated Contract Balance (HK$ million) | | :----------- | :--- | :----------- | :----------------------- | | Facade | West Kowloon, Kowloon | December 2025 | 70.6 | | Facade | Sha Tin, New Territories | September 2025 | 33.6 | | Facade | Central and Western District, Hong Kong | June 2027 | 17.5 | | Facade | Shap Sze Heung, New Territories | October 2025 | 10.8 | | Total | | | 132.5 | - Prior to the report date, the Group was awarded a platform facade contract valued at approximately HK$48.1 million[9] - The Group is currently bidding for or awaiting results for three large-scale platform facade projects totaling approximately HK$115.7 million[9] Financial Review During the period, the Group achieved significant growth in revenue and profit, maintained stable gross profit margins, and substantially reduced trade receivables turnover days, indicating improved operational efficiency and strong liquidity with no bank borrowings Comparison of Key Financial Indicators (Six Months Ended June 30) | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (%) | | :--- | :---------------- | :---------------- | :------- | | Revenue | 239.3 | 196.0 | +22.1% | | Gross Profit | 61.5 | 50.4 | +22.0% | | Profit for the Period | 39.5 | 30.6 | +29.1% | - Gross profit margin remained stable at 25.7%[11] - Trade receivables turnover days decreased from approximately 64.3 days as of December 31, 2024, to approximately 26.4 days during the period, primarily due to a reduction in average trade receivables[14] Liquidity, Financial Resources and Capital Structure The Group maintains a robust financial position with no bank borrowings and zero gearing, supported by a substantial increase in cash and cash equivalents, demonstrating strong liquidity - As of June 30, 2025, the Group had no bank borrowings and a gearing ratio of zero[16][17][18] - Cash and cash equivalents balance increased by approximately HK$152.8 million to approximately HK$375.5 million as of June 30, 2025, from approximately HK$222.7 million as of December 31, 2024[17] - Fixed deposits with original maturity over three months decreased from HK$112.6 million as of December 31, 2024, to approximately HK$1.0 million during the period[17] Employees and Remuneration Policy The Group's employee count decreased to 94, primarily due to natural attrition and reduced project demand, leading to a corresponding decrease in total employee benefit expenses, with remuneration policies based on individual performance - As of June 30, 2025, the Group had 94 employees, a decrease from 109 employees as of June 30, 2024[19] - Total employee benefit expenses for the period were approximately HK$33.9 million, a decrease from HK$36.1 million in the prior period[19] - The reduction in employee numbers is primarily attributed to natural attrition and a relatively smaller number of existing projects[19] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period or up to the report date - Neither the Company nor its subsidiaries engaged in any purchase, sale, or redemption of the Company's listed securities during the period and up to the report date[20] Directors' Interests and Short Positions in Shares, Underlying Shares and Debentures This section discloses the interests of directors and chief executives in the company's shares and associated corporations, highlighting Mr. Li Chi Hung, Mr. Leung Ping Kwun, and Ms. Lam Suk Yee's collective 74.8% equity stake through controlled corporation Xiangmao Limited Directors' Interests in the Company (As of June 30, 2025) | Name of Director | Capacity | Number of Shares | Percentage of Shareholding | | :------- | :--- | :------- | :--------- | | Mr. Li Chi Hung | Interest in controlled corporation; interest held jointly with another person | 750,000,000 | 74.8% | | Mr. Leung Ping Kwun | Interest in controlled corporation; interest held jointly with another person | 750,000,000 | 74.8% | | Ms. Lam Suk Yee | Spouse's interest | 750,000,000 | 74.8% | - Xiangmao Limited holds 74.8% of the Company's issued shares, with its share capital owned 75% by Mr. Li Chi Hung and 25% by Mr. Leung Ping Kwun[23] Major Shareholders This section identifies major shareholders, excluding directors and chief executives, with Xiangmao Limited holding the largest stake of 74.8%, and confirms no share options were granted or exercised during the period Major Shareholders' Interests in the Company (As of June 30, 2025) | Name of Shareholder | Capacity | Number of Shares Held / Position | Percentage of Shareholding | | :------------- | :--- | :----------------- | :--------- | | Xiangmao | Beneficial owner | 750,000,000 | 74.8% | | Ms. Gu Yaping | Spouse's interest | 750,000,000 | 74.8% | - For the six months ended June 30, 2025, no share options were granted or exercised, and there were no outstanding share options[24] Pledge of Assets As of June 30, 2025, the Group had no pledged deposits - As of June 30, 2025, the Group had no pledged deposits[27] Significant Acquisitions and Disposals of Subsidiaries During the period, the Group did not undertake any significant acquisitions or disposals of subsidiaries - During the period, the Group had no significant acquisitions or disposals of subsidiaries[28] Material Investments Held The Group held no material investments during the period - The Group held no material investments during the period[29] Capital Commitments As of June 30, 2025, the Group had no material capital commitments - As of June 30, 2025, the Group had no material capital commitments[30] Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[31] Events After the Reporting Period No events with significant impact on the Group occurred after June 30, 2025, and up to the report date - No events with significant impact on the Group occurred after June 30, 2025, and up to the report date[32] Corporate Governance The Company has adopted and complied with the Corporate Governance Code during the period, with the exception of the combined roles of Chairman and Chief Executive Officer held by Mr. Li Chi Hung - The Company has complied with the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Li Chi Hung, which deviates from the code's requirement for segregation of duties[33] Standard of Dealings in Securities by Directors The Company has adopted the Model Code for Securities Transactions by Directors, and all directors confirmed compliance during the period and up to the report date - All directors confirmed compliance with the Model Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules[34] Interim Dividend The Board, after considering the Group's operating results, financial position, and capital requirements, does not recommend an interim dividend for the period - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[36] - For the six months ended June 30, 2024, an interim dividend of 2.0 HK cents per share and a special dividend of 4.0 HK cents per share were paid[69] Audit Committee The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's accounting standards, policies, and the unaudited condensed consolidated interim financial statements for the period - The Audit Committee comprises three independent non-executive directors: Mr. Tai Kwok Leung (Chairman), Mr. Kwan Cheuk Kuen, and Dr. Liu Yuk Shing[37] - The Audit Committee has reviewed the Group's accounting standards, policies, and the unaudited condensed consolidated interim financial statements for the period[37] Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the Group achieved significant growth in both revenue and profit, with a corresponding increase in total comprehensive income and strong earnings per share performance Summary of Condensed Consolidated Statement of Comprehensive Income (Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :-------------- | :-------------- | :------- | | Revenue | 239,257 | 195,984 | +22.1% | | Gross Profit | 61,528 | 50,377 | +22.1% | | Profit for the Period | 39,462 | 30,593 | +29.0% | | Total Comprehensive Income for the Period | 39,486 | 30,583 | +29.1% | | Basic Earnings Per Share (HK cents) | 3.9 | 3.1 | +25.8% | | Diluted Earnings Per Share (HK cents) | 3.9 | 3.1 | +25.8% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's net assets increased, with a significant improvement in net current assets driven by a substantial rise in cash and bank balances and a reduction in current liabilities Summary of Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :-------------- | :----------------------- | :------------ | | Non-current Assets | 4,864 | 6,179 | (1,315) | | Current Assets | 483,336 | 482,997 | 339 | | Current Liabilities | 171,724 | 211,984 | (40,260) | | Net Current Assets | 311,612 | 271,013 | 40,599 | | Net Assets | 316,476 | 276,990 | 39,486 | - Cash and bank balances increased from approximately HK$222.7 million as of December 31, 2024, to approximately HK$375.5 million as of June 30, 2025[40] - Trade and other receivables, deposits, and prepayments decreased from approximately HK$64.8 million as of December 31, 2024, to approximately HK$23.3 million as of June 30, 2025[40] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity attributable to owners of the Company increased due to profit for the period, with no share option exercises or dividends declared compared to the prior year Summary of Condensed Consolidated Statement of Changes in Equity (Six Months Ended June 30) | Equity Item | January 1, 2025 (HK$ thousand) | Total Comprehensive Income for the Period (HK$ thousand) | June 30, 2025 (HK$ thousand) | | :------- | :-------------------- | :------------------------ | :-------------------- | | Total Equity | 276,990 | 39,486 | 316,476 | - In the first half of 2025, total equity primarily increased due to profit for the period of HK$39,462 thousand[43] - In the first half of 2024, equity changes included profit for the period of HK$30,593 thousand, shares issued from share option exercise of HK$161 thousand, and dividends declared of HK$20,020 thousand[43] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group's cash and cash equivalents significantly increased, primarily driven by a substantial rise in net cash from investing activities, despite a decrease in net cash from operating activities Summary of Condensed Consolidated Statement of Cash Flows (Six Months Ended June 30) | Cash Flow Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :----------- | :-------------- | :-------------- | | Net Cash From Operating Activities | 40,106 | 56,344 | | Net Cash From / (Used In) Investing Activities | 114,752 | (43,696) | | Net Cash Used In Financing Activities | (2,080) | (1,659) | | Increase in Cash and Cash Equivalents | 152,778 | 10,989 | | Cash and Cash Equivalents at End of Period | 375,531 | 66,915 | - Investing activities shifted from a net cash outflow in the prior period to a net cash inflow in the current period, which is the primary reason for the significant increase in cash and cash equivalents[45] Notes to the Condensed Consolidated Interim Financial Statements This section provides detailed explanatory notes to the condensed consolidated interim financial statements, covering general information, accounting policies, segment reporting, and specific financial line items 1. General Information This note outlines the company's registration details, principal place of business, nature of operations, and ultimate controlling entity - The Company was incorporated in the Cayman Islands on November 29, 2016, primarily engaged in the design, construction, and maintenance services for platform facades and curtain wall projects in Hong Kong[46] - The Company's ultimate controlling company is Xiangmao Limited[46] 2. Basis of Preparation This note explains the basis for preparing the condensed consolidated interim financial statements, including accounting standards followed, presentation currency, and review and approval status - The unaudited condensed consolidated interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[48] - The financial statements are presented in Hong Kong Dollars and were reviewed by the Audit Committee and approved by the Board of Directors on August 27, 2025[48] 3. Summary of Significant Accounting Policies This note outlines the accounting policies adopted for the financial statements and details the adoption of new and revised Hong Kong Financial Reporting Standards and their impact on the Group - The condensed consolidated interim financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value[49] - The adoption of new and revised Hong Kong Financial Reporting Standards effective January 1, 2025, had no significant impact on the Group's results and financial position[51] - The Board is assessing the potential impact of new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective, and it is currently unable to determine whether they will have a significant impact[54] 4. Segment Reporting This note clarifies that the Group operates in a single segment, with all revenue and most non-current assets located in Hong Kong, and discloses revenue from major customers - The Group operates in only one operating segment, with all revenue derived from Hong Kong and over 82% of non-current assets located in Hong Kong[55] Revenue from Major Customers (Six Months Ended June 30) | Customer | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :-------------- | :-------------- | | Customer I | 205,366 | 127,433 | | Customer II | – | 32,438 | 5. Revenue This note details the Group's revenue composition from its primary business activities, including design and build projects and repair and maintenance services Revenue Composition (Six Months Ended June 30) | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :------- | :-------------- | :-------------- | | Design and Build Projects | 222,505 | 183,080 | | Repair and Maintenance Services | 16,752 | 12,904 | | Total Revenue | 239,257 | 195,984 | - Platform facade and related works contributed the majority of revenue from design and build projects, with curtain wall project revenue commencing in the current period[60] 6. Other Income, Gains and Losses This note discloses the Group's other income, gains, and losses, encompassing bank interest income, dividend income, disposal gains, exchange differences losses, and government grants Other Income, Gains and Losses (Six Months Ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :-------------- | :-------------- | | Bank Interest Income | 3,811 | 5,425 | | Dividend Income from Financial Assets at Fair Value Through Profit or Loss | 15 | 12 | | Gain on Disposal | 198 | – | | Exchange Differences Loss | (688) | (567) | | Government Grants | 302 | 1,579 | | Total | 3,638 | 6,449 | - Government grants primarily originated from the Construction Innovation and Technology Fund, supporting innovative construction technologies[62] 7. Profit Before Income Tax This note itemizes the expenses deducted in calculating profit before income tax, including auditor's remuneration, cost of inventories, depreciation, and employee benefit expenses Deductions for Profit Before Income Tax (Six Months Ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :-------------- | :-------------- | | Auditor's Remuneration | 300 | 350 | | Cost of Inventories Recognized as Expense | 79,753 | 67,451 | | Depreciation Expense (Property, Plant and Equipment and Right-of-use Assets) | 2,183 | 2,165 | | Employee Benefit Expenses (including Directors' Emoluments) | 33,948 | 36,102 | - Employee benefit expenses decreased, consistent with the trend of reduced employee numbers[64][19] 8. Income Tax Expense This note details the Group's income tax expense, comprising Hong Kong Profits Tax and PRC Enterprise Income Tax, and explains the applicable tax rates for each Income Tax Expense (Six Months Ended June 30) | Tax Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :------- | :-------------- | :-------------- | | Hong Kong Profits Tax | 6,209 | 6,057 | | PRC Enterprise Income Tax | 165 | 2 | | Tax for the Period | 6,374 | 6,059 | - Hong Kong Profits Tax rate is 16.5%, with the first HK$2,000,000 of assessable profits for qualifying entities under the two-tiered profits tax regime taxed at 8.25%[66] - PRC subsidiaries, as small enterprises, are subject to progressive tax rates on assessable profits: the first RMB1,000,000 is taxed at 5%, and profits between RMB1,000,000 and RMB3,000,000 are taxed at 10%[67] 9. Share-based Payments This note confirms no share-based payment expenses were recognized during the period, representing a decrease compared to the prior year - For the six months ended June 30, 2025, no share-based payment expenses were recognized in profit or loss (2024: HK$104,000)[68] 10. Dividends This note confirms the Board's decision not to recommend an interim dividend for the current period and reviews dividend distributions from the prior year - The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025[69] - For the six months ended June 30, 2024, an interim dividend of 2.0 HK cents per share and a special dividend of 4.0 HK cents per share were paid[69] 11. Earnings Per Share This note provides the calculation data for basic and diluted earnings per share and explains why they are identical for the current period Earnings Per Share Calculation Data (Six Months Ended June 30) | Indicator | 2025 | 2024 | | :--- | :----- | :----- | | Profit for the Period Attributable to Owners of the Company (HK$ thousand) | 39,462 | 30,593 | | Weighted Average Number of Ordinary Shares for Basic Earnings Per Share (thousand shares) | 1,003,000 | 1,000,074 | | Basic Earnings Per Share (HK cents) | 3.9 | 3.1 | | Diluted Earnings Per Share (HK cents) | 3.9 | 3.1 | - For the six months ended June 30, 2025, diluted earnings per share were identical to basic earnings per share due to the absence of dilutive potential ordinary shares[71] 12. Property, Plant and Equipment This note discloses the Group's purchase and disposal activities related to property, plant, and equipment during the period - For the six months ended June 30, 2025, the Group purchased property, plant, and equipment items totaling approximately HK$646,000 (2024: HK$305,000)[72] - For the six months ended June 30, 2025, the Group disposed of property, plant, and equipment items totaling approximately HK$667,000 (2024: nil)[72] 13. Contract Assets and Contract Liabilities This note details the Group's contract assets and liabilities, reflecting the progress of design and build contracts and repair and maintenance services Contract Assets (As of June 30) | Item | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :-------------- | :----------------------- | | Design and Build Contracts | 79,284 | 83,471 | | Repair and Maintenance Services | 5,729 | 1,263 | | Total Contract Assets (net of loss allowance) | 81,196 | 80,917 | Contract Liabilities (As of June 30) | Item | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :-------------- | :----------------------- | | Design and Build Contracts | 107,312 | 133,204 | | Repair and Maintenance Services | 5,811 | 3,950 | | Total Contract Liabilities | 113,123 | 137,154 | - Contract liabilities significantly decreased, indicating good project progress and recognized revenue[75] 14. Trade and Other Receivables, Deposits and Prepayments This note provides a detailed breakdown and aging analysis of trade and other receivables, deposits, and prepayments, showing a substantial reduction in trade receivables and improved collection efficiency Trade and Other Receivables, Deposits and Prepayments (As of June 30) | Item | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :-------------- | :----------------------- | | Trade Receivables, net | 18,604 | 51,177 | | Retention Receivables, net | 2,052 | 1,632 | | Deposits and Prepayments | 2,649 | 12,024 | | Total | 23,305 | 64,833 | Aging Analysis of Trade Receivables (As of June 30) | Aging | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :-------------- | :----------------------- | | 0 to 30 days | 15,136 | 42,543 | | 31 to 60 days | 1,238 | 1,244 | | 61 to 90 days | 720 | 1,568 | | Over 90 days but less than one year | 688 | 1,240 | | Over one year | 822 | 4,582 | | Total | 18,604 | 51,177 | - Credit terms granted to trade debtors range from 20 to 60 days[78] 15. Trade and Other Payables This note presents the composition and aging analysis of trade and other payables, indicating a decrease in both trade payables and accrued staff costs Trade and Other Payables (As of June 30) | Item | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :-------------- | :----------------------- | | Trade Payables | 23,201 | 38,467 | | Retention Payables | 12,513 | 10,686 | | Accrued Staff Costs | 7,622 | 14,984 | | Other Payables and Accruals | 5,649 | 5,578 | | Total | 48,985 | 69,715 | Aging Analysis of Trade Payables (As of June 30) | Aging | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :-------------- | :----------------------- | | 0 to 30 days | 10,611 | 27,252 | | 31 to 60 days | 2,265 | 6,698 | | 61 to 90 days | 2,025 | 2,536 | | Over 90 days | 8,300 | 1,981 | | Total | 23,201 | 38,467 | - Credit terms granted by suppliers and subcontractors typically range from 0 to 60 days[80] 16. Share Capital This note details the Company's authorized and issued share capital, indicating a stable capital structure Share Capital Structure (As of June 30) | Item | Number of Shares | Total Amount (HK$ thousand) | | :--- | :------- | :------------ | | Authorized Share Capital (Ordinary shares of HK$0.01 each) | 10,000,000,000 | 100,000 | | Issued and Fully Paid Share Capital (Ordinary shares of HK$0.01 each) | 1,003,000,000 | 10,030 | 17. Guarantees This note discloses the total value of performance guarantees provided by the Group for construction contracts, which decreased during the period Total Value of Performance Guarantees (As of June 30) | Item | 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :-------------- | :----------------------- | | Total Value of Performance Guarantees Issued in Favor of Customers | 77,062 | 106,962 | - The total value of performance guarantees significantly decreased, reflecting the completion of certain contracts or the expiry of guarantee periods[85] 18. Litigation This note describes the litigation and claims encountered by the Group in its ordinary course of business and assesses their potential impact on its financial position - The Group has been subject to certain lawsuits and claims in the ordinary course of its business, all of which have been resolved[87] - The Directors assessed the likelihood of a significant outflow of resources to settle these claims as remote, and therefore no provision has been made for them[87] 19. Related Party Transactions This note discloses the Group's related party transactions, primarily concerning compensation for key management personnel Compensation of Key Management Personnel (Six Months Ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :-------------- | :-------------- | | Salaries, Allowances and Other Benefits | 6,441 | 6,943 | | Defined Contribution Retirement Plan Contributions | 63 | 72 | | Total | 6,504 | 7,015 | - Total compensation for key management personnel decreased during the period[89]